-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, CdcP0dZsNndm9i1jrEmWIeAfnkzHCFbrziXbfx/Wmrp6tScPHqKxUQcz0QV9yF7z r6RG40SYzrloDCXdemYl6A== 0000040729-97-000122.txt : 19970630 0000040729-97-000122.hdr.sgml : 19970630 ACCESSION NUMBER: 0000040729-97-000122 CONFORMED SUBMISSION TYPE: 11-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 19961231 FILED AS OF DATE: 19970627 SROS: NONE FILER: COMPANY DATA: COMPANY CONFORMED NAME: GENERAL MOTORS CORP CENTRAL INDEX KEY: 0000040730 STANDARD INDUSTRIAL CLASSIFICATION: MOTOR VEHICLES & PASSENGER CAR BODIES [3711] IRS NUMBER: 380572515 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 11-K SEC ACT: 1934 Act SEC FILE NUMBER: 001-00143 FILM NUMBER: 97631422 BUSINESS ADDRESS: STREET 1: 3044 WEST GRAND BLVD CITY: DETROIT STATE: MI ZIP: 48202-3091 BUSINESS PHONE: 3135565000 11-K 1 11-K GMAC MORTGAGE SIP UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549-1004 FORM 11-K X ANNUAL REPORT PURSUANT TO SECTION 15(D) OF THE SECURITIES EXCHANGE - --- ACT OF 1934 For the fiscal year ended December 31, 1996 ----------------- OR TRANSITION REPORT PURSUANT TO SECTION 15(D) OF THE SECURITIES EXCHANGE - --- ACT OF 1934 For the transition period from to --------------------- --------------------- Commission file number 33-10665 -------- THE GMAC MORTGAGE CORPORATION SAVINGS INCENTIVE PLAN ----------------------------------- (Full title of the plan) General Motors Corporation 100 Renaissance Center, Detroit, Michigan 48243-7301 3044 West Grand Blvd., Detroit, Michigan 48202-3091 --------------------------------------------------- (Name of issuer of the securities held pursuant to the plan and the address of its principal executive offices) Registrant's telephone number, including area code (313) 556-5000 Notices and communications from the Securities and Exchange Commission relative to this report should be forwarded to: Peter R. Bible Chief Accounting Officer General Motors Corporation 3044 West Grand Blvd. Detroit, Michigan 48202-3091 - 1 - FINANCIAL STATEMENTS AND EXHIBIT - -------------------------------- (a) FINANCIAL STATEMENTS AND SUPPLEMENTAL SCHEDULES ----------------------------------------------- Page No. -------- The GMAC Mortgage Corporation Savings Incentive Plan: Independent Auditors' Report ............................ 3 Statements of Net Assets Available for Benefits, December 31, 1996 and 1995 ............................ 4 Statements of Changes in Net Assets Available for Benefits for the Years Ended December 31, 1996 and 1995 .............................................. 8 Notes to Financial Statements ........................... 12 Supplemental Schedules: Item 27a-Schedule of Assets Held for Investment Purposes, December 31, 1996.......................... 19 Item 27d-Schedule of Reportable Transactions for the Year Ended December 31, 1996......................... 20 Supplemental schedules not listed above are omitted because of the absence of the conditions under which they are required. (b) EXHIBIT ------- Exhibit 23 - Consent of Independent Auditors ................ 21 SIGNATURE The Plan. Pursuant to the requirements of the Securities Exchange Act of 1934, the Administrative Committee has duly caused this annual report to be signed on its behalf by the undersigned hereunto duly authorized. THE GMAC MORTGAGE CORPORATION SAVINGS INCENTIVE PLAN ----------------------------- (Name of Plan) Date June 20, 1997 By ------------- /s/Dennis W. Sheehan ----------------------------- (Dennis W. Sheehan, Executive Vice President and Chief Financial Officer, GMAC Mortgage Group) - 2 - INDEPENDENT AUDITORS' REPORT - ---------------------------- The GMAC Mortgage Corporation Savings Incentive Plan: We have audited the accompanying statements of net assets available for benefits of the GMAC Mortgage Corporation Savings Incentive Plan (the "Plan") at December 31, 1996 and 1995, and the related statements of changes in net assets available for benefits for the years then ended. These financial statements are the responsibility of the Plan's management. Our responsibility is to express an opinion on these financial statements based on our audits. We conducted our audits in accordance with generally accepted auditing standards. Those standards require that we plan and perform the audits to obtain reasonable assurance about whether the financial statements are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements. An audit also includes assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audits provide a reasonable basis for our opinion. In our opinion, such financial statements present fairly, in all material respects, the net assets available for benefits of the Plan at December 31, 1996 and 1995, and the changes in net assets available for benefits for the years then ended in conformity with generally accepted accounting principles. Our audits were conducted for the purpose of forming an opinion on the basic financial statements taken as a whole. The supplemental information by Fund is presented for the purpose of additional analysis of the basic financial statements rather than to present information regarding the net assets available for benefits of the individual Funds and is not a required part of the basic financial statements. The accompanying supplemental schedules of (1) assets held for investment purposes at December 31, 1996 and (2) reportable transactions for the year ended December 31, 1996 are presented for the purpose of complying with the Department of Labor's Rules and Regulations for Reporting and Disclosure under the Employee Retirement Income Security Act of 1974. The supplemental information by Fund and the supplemental schedules are the responsibility of the Plan's management. Such supplemental information by Fund and supplemental schedules have been subjected to the auditing procedures applied in the audits of the basic financial statements and, in our opinion, are fairly stated in all material respects when considered in relation to the basic 1996 financial statements taken as a whole. /s/DELOITTE & TOUCHE LLP DELOITTE & TOUCHE LLP Detroit, Michigan May 23, 1997 - 3 -
THE GMAC MORTGAGE CORPORATION SAVINGS INCENTIVE PLAN STATEMENT OF NET ASSETS AVAILABLE FOR BENEFITS, DECEMBER 31, 1996 SUPPLEMENTAL INFORMATION ----------------------------------------------------------------- FIDELITY FIDELITY FIDELITY MANAGED GROWTH & FIDELITY ASSET FIDELITY INCOME INCOME OVERSEAS MANAGER MAGELLAN TOTAL FUND FUND FUND FUND FUND ----------- ----------- ---------- --------- ---------- --------- Investments (Notes 2 and 7): Managed Income Fund $ 18,548,685 $ 18,548,685 $ - $ - $ - $ - Growth & Income Fund 17,235,628 - 17,235,628 - - - Overseas Fund 1,093,892 - - 1,093,892 - - Asset Manager Fund 6,263,167 - - - 6,263,167 - Magellan Fund 6,953,652 - - - - 6,953,652 Retirement Government Money Market Fund 2,060,612 - - - - - Contrafund 6,035,788 - - - - - Ginnie Mae Fund 466,590 - - - - - CoreStates Financial Corp. Common Stock 1,282,257 - - - - - General Motors Unitized Stock Fund 17,399,038 - - - - - Loans Receivable (Note 8) 3,037,001 - - - - - ---------- ---------- ---------- ---------- ---------- ---------- TOTAL INVESTMENTS 80,376,310 18,548,685 17,235,628 1,093,892 6,263,167 6,953,652 Dividends Receivable 11,618 - - - - - ---------- ---------- ---------- ---------- ---------- ---------- NET ASSETS AVAILABLE FOR BENEFITS $80,387,928 $18,548,685 $17,235,628 1,093,892 6,263,167 6,953,652 ========== ========== ========== ========== ========== ========== See Notes to Financial Statements.
- 4 -
THE GMAC MORTGAGE CORPORATION SAVINGS INCENTIVE PLAN STATEMENT OF NET ASSETS AVAILABLE FOR BENEFITS, DECEMBER 31, 1996 - Concluded SUPPLEMENTAL INFORMATION ---------------------------------------------------------------------- -------- FIDELITY RETIREMENT GOVERNMENT CORESTATES GENERAL MOTORS MONEY FIDELITY FINANCIAL UNITIZED MARKET FIDELITY GINNIE MAE CORP. STOCK LOAN FUND CONTRAFUND FUND COMMON STOCK FUND FUND ----------- ----------- ---------- ------------ ------------- -- ---- Investments (Notes 2 and 7): Managed Income Fund $ - $ - $ _- $ - $ _- $ - Growth & Income Fund _- _- - - - - Overseas Fund - - - - - - Asset Manager Fund - - - - - - Magellan Fund - - - - - - Retirement Government Money Market Fund 2,060,612 - - - - - Contrafund - 6,035,788 - - - - Ginnie Mae Fund - - 466,590 - - - CoreStates Financial Corp. Common Stock - - - 1,282,257 - - General Motors Unitized Stock Fund - - - - 17,399,038 - Loans Receivable (Note 8) - - - - - 3,037,001 --------- ----------- --------- --------- ---------- --------- TOTAL INVESTMENTS 2,060,612 6,035,788 466,590 1,282,257 17,399,038 3,037,001 Dividends Receivable - - - 11,618 - - --------- ----------- --------- --------- ---------- --------- NET ASSETS AVAILABLE FOR BENEFITS $ 2,060,612 $ 6,035,788 $ 466,590 $1,293,875 $17,399,038 $3,037,001 ========= =========== ========= ========= ========== ========= See Notes to Financial Statements.
- 5 - THE GMAC MORTGAGE CORPORATION SAVINGS INCENTIVE PLAN STATEMENT OF NET ASSETS AVAILABLE FOR BENEFITS, DECEMBER 31, 1995 SUPPLEMENTAL INFORMATION ----------------------------------------------------------------- FIDELITY FIDELITY FIDELITY MANAGED GROWTH & FIDELITY ASSET FIDELITY INCOME INCOME OVERSEAS MANAGER MAGELLAN TOTAL FUND FUND FUND FUND FUND ----------- ----------- ---------- --------- ---------- --------- Investments (Notes 2 and 7): Managed Income Fund $18,449,303 $18,449,303 $ - $ - $ - $ - Growth & Income Fund 11,407,611 - 11,407,611 - - - Overseas Fund 280,701 - - 280,701 - - Asset Manager Fund 5,344,494 - - - 5,344,494 - Magellan Fund 5,762,517 - - - - 5,762,517 Retirement Government Money Market Fund 1,530,341 - - - - - Contrafund 2,839,132 - - - - - Ginnie Mae Fund 401,119 - - - - - CoreStates Financial Corp. Common Stock 989,983 - - - - - General Motors Unitized Stock Fund 14,700,031 - - - - - Loans Receivable (Note 8) 2,329,547 - - - - - ---------- ---------- ---------- ---------- ---------- ---------- TOTAL INVESTMENTS 64,034,779 18,449,303 11,407,611 280,701 5,344,494 5,762,517 Dividends Receivable 10,978 - - - - - ---------- ---------- ---------- ---------- ---------- ---------- NET ASSETS AVAILABLE FOR BENEFITS $64,045,757 $18,449,303 $11,407,611 $280,701 $5,344,494 $5,762,517 ========== ========== ========== ========== ========== ========== See Notes to Financial Statements.
- 6 -
THE GMAC MORTGAGE CORPORATION SAVINGS INCENTIVE PLAN STATEMENT OF NET ASSETS AVAILABLE FOR BENEFITS, DECEMBER 31, 1995 - Concluded SUPPLEMENTAL INFORMATION ---------------------------------------------------------------------- -------- FIDELITY RETIREMENT GOVERNMENT CORESTATES GENERAL MOTORS MONEY FIDELITY FINANCIAL UNITIZED MARKET FIDELITY GINNIE MAE CORP. STOCK LOAN FUND CONTRAFUND FUND COMMON STOCK FUND FUND ----------- ----------- ---------- ------------ ------------- -- ---- Investments (Notes 2 and 7): Managed Income Fund $ - $ - $ - $ - $ - $ - Growth & Income Fund - - - - - - Overseas Fund - - - - - - Asset Manager Fund - - - - - - Magellan Fund - - - - - - Retirement Government Money Market Fund 1,530,341 - - - - - Contrafund - 2,839,132 - - - - Ginnie Mae Fund - - 401,119 - - - CoreStates Financial Corp. Common Stock - - - 989,983 - - General Motors Unitized Stock Fund - - - - 14,700,031 - Loans Receivable (Note 8) - - - - - 2,329,547 --------- --------- --------- --------- ---------- --------- TOTAL INVESTMENTS 1,530,341 2,839,132 401,119 989,983 14,700,031 2,329,547 Dividends Receivable - - - 10,978 - - --------- --------- --------- --------- ---------- --------- NET ASSETS AVAILABLE FOR BENEFITS $1,530,341 $2,839,132 $401,119 $1,000,961 $14,700,031 $2,329,547 ========= ========= ========= ========= ========== ========= See Notes to Financial Statements.
- 7 -
THE GMAC MORTGAGE CORPORATION SAVINGS INCENTIVE PLAN STATEMENT OF CHANGES IN NET ASSETS AVAILABLE FOR BENEFITS FOR THE YEAR ENDED DECEMBER 31, 1996 SUPPLEMENTAL INFORMATION ---------------------------------------------------------------- FIDELITY FIDELITY FIDELITY MANAGED GROWTH & FIDELITY ASSET FIDELITY INCOME INCOME OVERSEAS MANAGER MAGELLAN TOTAL FUND FUND FUND FUND FUND ----------- ----------- ---------- --------- ---------- ----------- Interest and dividends (Note 2) $ 4,223,286 $ 1,044,813 $ 792,385 $ 64,507 $ 484,971 $ 1,027,906 ----------- ----------- ----------- ----------- ----------- ---------- Net appreciation (depreciation) on assets held, sold, or distributed to participants (Note 2) 4,023,071 - 1,803,807 23,893 204,658 (299,548) ----------- ----------- ----------- ----------- ----------- ---------- Contributions (Note 3):- Employee 6,304,630 1,015,081 1,560,395 164,605 631,597 1,119,393 Employer 3,573,767 - - - - - ----------- ----------- ----------- ----------- ----------- ---------- Total contributions 9,878,397 1,015,081 1,560,395 164,605 631,597 1,119,393 ----------- ----------- ----------- ----------- ----------- ---------- Distributions to participants (Note 5) (3,599,915) (986,199) (727,204) (20,055) (176,171) (298,601) ----------- ----------- ----------- ----------- ----------- ---------- Forfeitures - (17,495) (9,391) - (2,876) (7,442) ----------- ----------- ---------- ----------- ----------- ---------- Rollovers (Note 1) 1,817,332 128,657 342,672 178,035 157,211 439,946 ----------- ----------- ----------- ----------- ----------- ---------- Transfers among investment options (Note 8) - (1,085,475) 2,065,353 402,206 (308,717) (790,519) ----------- ----------- ----------- ----------- ----------- ---------- Increase in net assets available for benefits during the year 16,342,171 99,382 5,828,017 813,191 918,673 1,191,135 Net assets available for benefits at beginning of year 64,045,757 18,449,303 11,407,611 280,701 5,344,494 5,762,517 ----------- ----------- ----------- ----------- ----------- ---------- Net assets available for benefits at end of year $ 80,387,928 $ 18,548,685 $ 17,235,628 $ 1,093,892 $ 6,263,167 $ 6,953,652 =========== =========== =========== =========== =========== ========== See Notes to Financial Statements.
- 8 -
THE GMAC MORTGAGE CORPORATION SAVINGS INCENTIVE PLAN STATEMENT OF CHANGES IN NET ASSETS AVAILABLE FOR BENEFITS FOR THE YEAR ENDED DECEMBER 31, 1996 - Concluded SUPPLEMENTAL INFORMATION -------------------------------------------------------------------------------------- FIDELITY RETIREMENT CORESTATES GOVERNMENT FIDELITY FINANCIAL GENERAL MOTORS MONEY MARKET FIDELITY GINNIE MAE CORP. UNITIZED LOAN FUND CONTRAFUND FUND COMMON STOCK STOCK FUND FUND ----------- ---------- ------------ ------------- ------------ ------------ Interest and dividends (Note 2) $ 93,335 $ 413,148 $ 27,168 $ 44,353 $ 35 $ 230,665 ----------- ----------- ----------- ----------- ----------- ----------- Net appreciation (depreciation) on assets held, sold, or distributed to participants (Note 2) - 488,824 (6,881) 359,941 1,448,377 - ----------- ----------- ----------- ----------- ----------- ----------- Contributions (Note 3): Employee 434,309 828,750 100,140 - 450,360 - Employer (157,582) - - - 3,731,349 - ----------- ----------- ----------- ----------- ----------- ----------- Total contributions 276,727 828,750 100,140 - 4,181,709 - ----------- ----------- ----------- ----------- ----------- ----------- Distributions to participants (Note 5) (149,188) (181,782) (35,095) (59,305) (792,465) (173,850) ----------- ----------- ----------- ----------- ----------- ----------- Forfeitures 155,996 (2,441) (3,704) - (112,647) - ----------- ----------- ---------- ----------- ----------- ----------- Rollovers (Note 1) 152,945 284,119 69,850 - 63,897 - ----------- ----------- ----------- ----------- ----------- ----------- Transfers among investment options (Note 8) 456 1,366,038 (86,007) (52,075) (2,089,899) 650,639 ----------- ----------- ----------- ----------- ----------- ----------- Increase in net assets available for benefits during the year 530,271 3,196,656 65,471 292,914 2,699,007 707,454 Net assets available for benefits at beginning of year 1,530,341 2,839,132 401,119 1,000,961 14,700,031 2,329,547 ----------- ----------- ----------- ----------- ----------- ----------- Net assets available for benefits at end of year $ 2,060,612 $ 6,035,788 $ 466,590 $ 1,293,875 $17,399,038 $ 3,037,001 =========== =========== =========== =========== =========== =========== See Notes to Financial Statements.
- 9 -
THE GMAC MORTGAGE CORPORATION SAVINGS INCENTIVE PLAN STATEMENT OF CHANGES IN NET ASSETS AVAILABLE FOR BENEFITS FOR THE YEAR ENDED DECEMBER 31, 1995 SUPPLEMENTAL INFORMATION ---------------------------------------------------------------- FIDELITY FIDELITY FIDELITY MANAGED GROWTH & FIDELITY ASSET FIDELITY INCOME INCOME OVERSEAS MANAGER MAGELLAN TOTAL FUND FUND FUND FUND FUND ----------- ----------- ----------- ----------- ----------- ---------- Interest and dividends (Note 2) $2,677,372 $1,131,830 $534,890 $5,579 $149,285 $318,051 ----------- ----------- ----------- ----------- ----------- ---------- Net appreciation on assets held, sold, or distributed to participants (Note 2) 7,302,359 - 2,224,977 12,569 655,352 632,961 ----------- ----------- ----------- ----------- ----------- ---------- Contributions (Note 3):- Employee 4,678,222 1,231,989 1,171,510 34,857 562,894 591,095 Employer 2,930,988 - - - - - ----------- ----------- ----------- ----------- ----------- ---------- Total contributions 7,609,210 1,231,989 1,171,510 34,857 562,894 591,095 ----------- ----------- ----------- ----------- ----------- ---------- Distributions to participants (Note 5) (4,304,366) (1,514,102) (758,196) (23,439) (329,860) (291,322) ----------- ----------- ----------- ----------- ----------- ---------- Forfeitures 21 (17,260) (10,177) - (5,582) (6,831) ----------- ----------- ---------- ----------- ----------- ---------- Rollovers (Note 1) 4,001,971 132,173 397,040 70,829 1,045,602 1,374,363 ----------- ----------- ----------- ----------- ----------- ---------- Transfers among investment options (Note 8) - (1,534,429) 368,703 180,306 (383,184) 1,646,477 ----------- ----------- ----------- ----------- ----------- ---------- Increase (decrease) in net assets available for benefits during the year 17,286,567 (569,799) 3,928,747 280,701 1,694,507 4,264,794 Net assets available for benefits at beginning of year 46,759,190 19,019,102 7,478,864 - 3,649,987 1,497,723 ----------- ----------- ----------- ----------- ----------- ---------- Net assets available for benefits at end of year $64,045,757 $18,449,303 $11,407,611 $280,701 $5,344,494 $5,762,517 =========== =========== =========== =========== =========== ========== See Notes to Financial Statements.
- 10 -
THE GMAC MORTGAGE CORPORATION SAVINGS INCENTIVE PLAN STATEMENT OF CHANGES IN NET ASSETS AVAILABLE FOR BENEFITS FOR THE YEAR ENDED DECEMBER 31, 1995 - Concluded SUPPLEMENTAL INFORMATION -------------------------------------------------------------------------------------- FIDELITY RETIREMENT CORESTATES GOVERNMENT FIDELITY FINANCIAL GENERAL MOTORS MONEY MARKET FIDELITY GINNIE MAE CORP. UNITIZED LOAN FUND CONTRAFUND FUND COMMON STOCK STOCK FUND FUND ----------- ----------- ----------- ------------ ----------- ------------ Interest and dividends (Note 2) $83,083 $213,392 $16,800 $48,248 $13,816 $162,398 ----------- ----------- ----------- ------------ ----------- ----------- Net appreciation on assets held, sold, or distributed to participants (Note 2) - 201,371 17,451 300,962 3,256,716 - ----------- ----------- ----------- ------------ ----------- ----------- Contributions (Note 3): Employee 257,103 338,118 57,302 - 433,354 - Employer (206,693) - - - 3,137,681 - ----------- ----------- ----------- ------------ ----------- ----------- Total contributions 50,410 338,118 57,302 - 3,571,035 - ----------- ----------- ----------- ------------ ----------- ----------- Distributions to participants (Note 5) (65,524) (94,993) (16,644) (821) (1,013,311) (196,154) ----------- ----------- ----------- ------------ ----------- ----------- Forfeitures 199,432 (542) - - (159,019) - ----------- ----------- ---------- ------------ ----------- ----------- Rollovers (Note 1) 407,338 345,017 204,931 - 24,678 - ----------- ----------- ----------- ------------ ----------- ----------- Transfers among investment options (Note 8) (127,430) 1,200,613 75,987 (3,789) (1,670,142) 246,888 ----------- ----------- ----------- ------------ ----------- ----------- Increase (decrease) in net assets available for benefits during the year 547,309 2,202,976 355,827 344,600 4,023,773 213,132 Net assets available for benefits at beginning of year 983,032 636,156 45,292 656,361 10,676,258 2,116,415 ----------- ----------- ----------- ------------ ----------- ----------- Net assets available for benefits at end of year $1,530,341 $2,839,132 $401,119 $1,000,961 $14,700,031 $2,329,547 =========== =========== =========== ============ =========== =========== See Notes to Financial Statements.
- 11 - THE GMAC MORTGAGE CORPORATION SAVINGS INCENTIVE PLAN NOTES TO FINANCIAL STATEMENTS FOR THE YEARS ENDED DECEMBER 31, 1996 AND 1995 - ----------------------------------------------------------------------------- 1. INFORMATION CONCERNING THE PLAN The GMAC Mortgage Corporation Savings Incentive Plan (the "Plan") was adopted by action of the Board of Directors of GMAC Mortgage Corporation (the "Company") on April 30, 1986. The Plan complies with the Tax Reform Act of 1986. The Plan was amended and completely restated effective January 1, 1994, primarily to clarify existing plan features and to effect administrative changes. The Plan is subject to the provisions of the Employee Retirement Income Security Act of 1974, as amended. The Plan is a defined contribution plan with a cash or deferred arrangement for Employees of the Company, its participating subsidiaries and any related entities electing to adopt the Plan. The Employees may elect to participate and must meet certain eligibility requirements. Subsidiaries or related entities participating in the Plan include: GMAC Mortgage Corporation of PA (successor by merger of GMAC Mortgage Corporation of Iowa) Residential Funding Corporation GMAC Commercial Mortgage Corporation On February 1, 1995, GMAC Commercial Mortgage Corporation acquired Republic Realty Mortgage Corporation ("RRMC"). Effective March 3, 1995, RRMC's assets of approximately $2.6 million were added to the Plan. Former RRMC employees maintain their scheduled vesting accrual. On February 6, 1995, GMAC Mortgage Corporation acquired Residential Money Centers ("RMC"). RMC did not previously have a qualified defined contribution plan. Former RMC employees are vested in accordance with the Plan's vesting schedule and their original dates of hire. Effective October 1, 1995, Residential Funding Corporation acquired a division of Mortgage Services of America ("MSA"). As a result of the acquisition, $411,770 was rolled over into the Plan. Former employees of MSA are vested in accordance with the Plan's vesting schedule and their original dates of hire. On October 1, 1996, GMAC Commercial Mortgage Corporation acquired the Hanford Healy Companies ("Hanford Healy"). Former employees of Hanford Healy were given the opportunity to roll over funds into the Plan. They are vested in accordance with the Plan's vesting schedule and their original dates of hire. The Plan is sponsored and administered by the Company. At December 31, 1996 and 1995, all assets were held in trust at Fidelity Management Trust Company, Inc. A general description of the Plan provisions is incorporated in the notes which follow. A Summary Plan Description, providing a more extensive description of Plan provisions, has been published and is available to participants in the Plan. - 12 - THE GMAC MORTGAGE CORPORATION SAVINGS INCENTIVE PLAN 2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES The significant accounting policies followed in the preparation of the accompanying financial statements are as follows: . Investment transactions are recorded on the trade date and investment balances are stated at fair value or contract value which has been determined as follows: .. Assets invested in common stocks, mutual funds and pooled separate accounts are carried at quoted market price. .. Assets invested in unallocated insurance contracts are carried at principal contributed plus interest credited. . Realized and unrealized gains and losses are computed based on the fair value of investments at the beginning of the Plan year. . Dividends and interest are included in income when earned based on the term of the investments and the periods during which the investments are owned by the Plan. . Balances in the loan fund are carried at the principal balance outstanding. 3. CONTRIBUTIONS TO THE PLAN Annual additions to an Employee's account are subject to certain limitations imposed by the Plan. Employees may elect to contribute to the Plan on a pre-tax basis, in even multiples of 1% of base compensation, up to 9% of compensation (subject to a limit of $9,500 and $9,240 for the years ended December 31, 1996 and 1995, respectively). The Employee contribution limitation is adjusted annually for cost of living increases to the extent permitted by the Internal Revenue Code of 1986, as amended (the "Code"). The Company will match an Employee's contribution in cash up to 6% of compensation to an annual limit of $3,000. Based on the Employee's election, such contributions can be directed to any of several investment funds or options (see Note 7). Employees may elect to change contribution elections daily. On May 8, 1997, the Pension Committee approved increasing the contribution level from the current 9% to 12%, effective July 1, 1997. 4. VESTING Two pre-tax basis accounts are maintained for each participating Employee. The Salary Reduction Account consists of a participant's contributions and is fully vested. The Matching Account consists of the Company's contributions. A participant's Matching Account accrued balance is 20% after one year of credited service and increases 20% per year thereafter until fully vested. While the Company has not expressed any intent to terminate the Plan, it may do so at any time. In the event of termination of the Plan, each participant's Matching Account becomes fully vested to the extent of the amount in the participant's Matching Account. - 13 - THE GMAC MORTGAGE CORPORATION SAVINGS INCENTIVE PLAN 5. DISTRIBUTIONS Participants may withdraw their vested assets at any time after termination of employment. Prior to termination of employment, the assets may only be withdrawn because of disability or financial hardship. Participants may elect to receive their withdrawal in either a lump-sum payment, by purchase of various annuities or over various periods of time. Participants may also elect a distribution of shares of stock to the extent shares have been credited to their account. Participants also have the option of borrowing against their vested balances in an amount up to 50% of the participant's accrued vested benefit as determined on the valuation date, or $50,000, whichever is less (see Note 8). 6. FORFEITURES Participant forfeitures are utilized to reduce subsequent Company contributions. Upon termination, the nonvested portion of the participant's Matching Account is forfeited. 7. INVESTMENT FUNDS OR OPTIONS Participants can direct the Plan Trustee to make investments of Employee contributions in the Investment Options described below: FIDELITY MANAGED INCOME FUND - The fund seeks to preserve capital and provide a competitive level of income over time. It purchases high-quality, short- and long-term investment contracts issued by insurance companies, banks and other approved financial institutions. Investment contracts are unsecured agreements when the purchaser agrees to pay the issuer and the issuer agrees to pay interest at a specified rate for the life of the contract and to repay the money at maturity. The fund may also purchase synthetics which simulate the terms of conventional investment contracts and money market instruments on liquidity. FIDELITY GROWTH & INCOME FUND - The fund seeks long-term capital growth, current income, and growth of income consistent with reasonable investment risk. It invests in common stocks, securities convertible into common stocks, preferred stocks and fixed income securities. FIDELITY OVERSEAS FUND - The fund seeks long term capital growth primarily through investments in foreign securities. Investments may include common stock, securities convertible to common stock and debt instruments. Due to currency fluctuations and the political and economic uncertainties associated with foreign investments, the risks and potential rewards relating to this fund are greater than funds which purchase U.S. investments. FIDELITY ASSET MANAGER FUND - The fund seeks a high total return with reduced risk over the long term by allocating its assets among domestic and foreign equities, bonds and short-term instruments. FIDELITY MAGELLAN FUND - The fund seeks long-term capital appreciation by investing in stocks of both well-known and lesser-known companies with potentially above-average growth potential and a correspondingly higher level of risk. Securities may be of foreign, domestic and multinational companies. FIDELITY RETIREMENT GOVERNMENT MONEY MARKET FUND - The fund seeks as high a level of current income as is consistent with the preservation of principal and liquidity. It invests in obligations issued or guaranteed as to principal and interest by the U.S. Government, its agencies or instrumentalities, and in repurchase agreements secured by the obligations. - 14 - THE GMAC MORTGAGE CORPORATION SAVINGS INCENTIVE PLAN FIDELITY CONTRAFUND - The fund seeks long-term capital appreciation by investing mainly in the securities of companies believed to be out of favor or undervalued. The fund invests in common stocks and securities convertible into common stock, but it may purchase other securities that may produce capital appreciation. FIDELITY GINNIE MAE FUND - The fund seeks a high level of current income by investing primarily in Government National Mortgage Association (Ginnie Mae) securities and other securities that are guaranteed by the full faith and credit of the U.S. Government and private issuers. Assets not invested in Ginnie Maes may be invested in any type of U.S. or foreign debt or other income producing investments. THE CORESTATES FINANCIAL CORP. COMMON STOCK option is the residual of the former Colonial Companies Savings Incentive Plan (which became the Plan in 1986). Activity is limited to the reinvestment of earnings and participant distributions. GM UNITIZED STOCK FUND - The objective is to provide a Company Stock investment option that can be traded and accessed with the same frequency and timeliness as a Fidelity mutual fund. This fund is primarily comprised of GM Common Stock and a small percentage of cash and/or other liquid investments (usually 1-3%). The availability of the cash makes it possible to trade shares of GM Common Stock without waiting the mandatory five day settlement period. Beginning January 1, 1997, participants can also direct the Plan Trustee to make investments of employee contributions in the Investment Options described below: FIDELITY SMALL CAP STOCK FUND - The fund seeks capital appreciation by investing mainly in equity securities of companies with small market capitalizations believed to be undervalued compared to others in their industry. The fund may also invest in all types of equity securities and may invest a portion of its assets in the stock of companies with larger capitalizations. FIDELITY OTC PORTFOLIO - The fund seeks capital appreciation by investing mainly in equity securities traded on the over-the-counter market. FIDELITY PURITAN FUND - The fund seeks high income with preservation of capital and the potential for growth of capital. It invests in a broadly diversified portfolio of high-yielding equity and debt securities. Beginning July 1, 1997, participants can also direct the Plan Trustee to make investments of Employee contributions in the Investment Option described below: FIDELITY FREEDOM FUNDS - These funds provide investment diversity based on the projected years to retirement. A participant can choose the fund tailored to their retirement specification. These funds eliminate the need for the investor to determine the asset allocation. During 1996 and 1995, contributions to each participant's Matching Account are invested in the GM Unitized Stock Fund. For 1996 and 1995, participants may change allocations among funds in 1% increments daily. In addition, participants may elect to transfer, in 1% increments, balances from one or more investment funds or options to another on a daily basis. - 15 - THE GMAC MORTGAGE CORPORATION SAVINGS INCENTIVE PLAN The number of participants in each Investment Fund or Option as of December 31, 1996 and 1995 is shown below. The sum of participation by Investment Fund or Option is greater than the total number of Plan participants because participation is allowed in more than one fund or option.
Option 1996 1995 ------ ---- ---- Fidelity Managed Income Fund 1,447 1,536 Fidelity Growth & Income Fund 1,912 1,484 Fidelity Overseas Fund 373 136 Fidelity Asset Manager Fund 1,052 927 Fidelity Magellan Fund 1,277 946 Fidelity Retirement Government Money Market Fund 625 534 Fidelity Contrafund 1,021 557 Fidelity Ginnie Mae Fund 229 163 CoreStates Financial Corp. Common Stock 24 25 GM Unitized Stock Fund 2,791 2,420
The number of units credited to participants, including non-vested, and the net asset value (NAV) of each unit at December 31, 1996 and 1995 are as follows:
1996 1995 Number NAV Per Number NAV Per of Units Unit of Units Unit -------- ------- -------- ------- INVESTMENT Fidelity Managed Income Fund 18,548,685 $1.000 18,449,303 $1.000 Fidelity Growth & Income Fund 560,873 30.730 421,723 27.050 Fidelity Overseas Fund 35,470 30.840 9,656 29.070 Fidelity Asset Manager Fund 380,277 16.470 337,192 15.850 Fidelity Magellan Fund 86,220 80.650 67,022 85.980 Fidelity Retirement Gov't Money Market Fund 2,060,612 1.000 1,530,341 1.000 Fidelity Contrafund 143,198 42.150 74,675 38.020 Fidelity Ginnie Mae Fund 43,607 10.700 36,834 10.890 CoreStates Financial Corp. 24,718 51.875 Common Stock 26,138 37.875 GM Unitized Stock Fund 1,530,258 11.370 1,404,014 10.470
- 16 - THE GMAC MORTGAGE CORPORATION SAVINGS INCENTIVE PLAN 8. LOANS RECEIVABLE FROM PARTICIPANTS Active participants in the Plan are generally eligible to borrow from the Plan up to the lesser of $50,000 or 50% of the participant's vested account balance. Interest on participant loans is determined by the Plan Administrator based on rates offered by commercial lenders for similar type loans. Loan repayments are in level monthly installments over a term not to exceed five years. Loans are funded through the liquidation of the participant's related investments. Repayments of principal are reinvested based upon the participant's current investment options. During the year ended December 31, 1996, there were approximately $2,170,000 and $1,289,000 of new borrowings and principal repayments, respectively. At December 31, 1996, there were 611 loans outstanding with an average balance and interest rate of $4,971 and 9.54%, respectively. At December 31, 1995, there were 548 loans outstanding with an average balance and interest rate of $4,251 and 8.93%, respectively. Four employees of the Company who serve indirectly as Plan Administrators also serve as Trustees for the notes securing the Plan's loans receivable (for loans originated prior to 1994). One of the employees of the Company who serves on the Pension Committee also has an outstanding loan receivable. Loan activity for these individuals for the years ended December 31, 1996 and 1995 is as follows:
1996 1995 ---- ---- New Loans $12,908 $5,500 Principal Repayments 8,291 6,164 Average Balance at December 31 4,302 3,894 Average Rate 9.875% 8.818%
9. PLAN STATUS The Plan obtained its latest determination letter on July 13, 1995 in which the Internal Revenue Service stated that the Plan, subject to the adoption of several technical amendments, was in compliance with the applicable requirements of the Internal Revenue Code. The Plan adopted the technical amendments on August 9, 1995 to comply with the requirements noted in the most recent determination letter. Therefore, no provision for income taxes has been included in the Plan's financial statements. Temporary employees do not normally qualify for benefits due to the expected tenure of their employment. However, from 1993 to 1996, certain temporary employees qualified for Plan benefits as a result of working in excess of 1,000 hours for the eligibility computation period. Due to an administrative error, these employees were not given the opportunity to participate in the Plan. As a result, the Company has filed for relief with the Internal Revenue Service under the Standardized Voluntary Compliance Resolution Procedure ("SVP") and will make contributions required to obtain relief under SVP. The Company has developed an estimate of the potential additional contributions which are not material to the Plan. - 17 - THE GMAC MORTGAGE CORPORATION SAVINGS INCENTIVE PLAN 10. RELATED PARTY TRANSACTIONS Advisory, auditing and accounting services are paid for by the Company on behalf of the Plan. Costs for such outside services amounted to approximately $188,000 and $141,000 during the years ended December 31, 1996 and 1995, respectively. The administrative expenses relating to the funds are paid directly by the participants from the fund's assets and are factored into the net asset value. The Plan has invested in common stock of General Motors Corporation ("GM"), the indirect parent of the Company. See Note 7 for certain financial information. During the years ended December 31, 1996 and 1995, the Plan had the following GM stock transactions: 1996 1995 ---- ---- Total dollar amount of purchases $4,876,162 $3,449,266 Total dollar amount of sales 3,069,593 2,417,346 - 18 -
THE GMAC MORTGAGE CORPORATION SAVINGS INCENTIVE PLAN Item 27a-SCHEDULE OF ASSETS HELD FOR INVESTMENT PURPOSES DECEMBER 31, 1996 Current Identity of Issue Description Cost Value - --------------------------------------- --------------------------------------- ----------- ----------- Participant Loans (Interest rates from 7.25% to 10.25%) $ 3,037,001 $ 3,037,001 Fidelity Management Trust Company, Inc. Manager Income Fund Stable Value Fund (2) 18,548,685 18,548,685 Fidelity Management Trust Company, Inc. Growth and Income Fund Growth & Income Fund (2) 14,021,589 17,235,628 Fidelity Management Trust Company, Inc. Overseas Fund International Growth Fund 1,067,089 1,093,892 Fidelity Management Trust Company, Inc. Asset Manager Fund Asset Allocation Fund (2) 5,868,220 6,263,167 Fidelity Management Trust Company, Inc. Magellan Fund Growth Fund (2) 6,672,187 6,953,652 Fidelity Management Trust Company, Inc. Retirement Government Money Market Fund Money Market Fund 2,060,612 2,060,612 Fidelity Management Trust Company, Inc. Contrafund Growth Fund (2) 5,429,548 6,035,788 Fidelity Management Trust Company, Inc. Ginnie Mae Fund Income Fund 460,147 466,590 Fidelity Management Trust Company, Inc. General Motors Unitized Stock Fund Common Stock Fund (1)(2) 13,770,129 17,399,038 Corestates Financial Corp. Common Stock Common Stock 325,343 1,282,257 ---------- ---------- TOTAL $ 71,260,550 $ 80,376,310 ========== ========== (1) Party-in-interest (2) Individual investment represents 5% or more of the Plan's net assets. - 19 -
THE GMAC MORTGAGE CORPORATION SAVINGS INCENTIVE PLAN Item 27d-SCHEDULE OF REPORTABLE TRANSACTIONS FOR THE YEAR ENDED DECEMBER 31, 1996 Total Total Market Total Dollar Total Dollar Historical Value at Number of Value of Number of Value of Cost Date of Net Gain Identity of Party Description Purchases Purchases Sales Sales of Asset Transaction or (Loss) - -------------------- ------------------ --------- --------- -------- --------- ---------- ----------- --------- SERIES REPORTABLE TRANSACTIONS Fidelity Mgmt. Trust Company. Inc. Managed Income Fund 211 $ 4,819,670 $ - $ 4,819,670 $ 4,819,670 $ - Fidelity Mgmt. Trust Company. Inc. Managed Income Fund - 224 4,720,288 4,720,288 4,720,288 - Fidelity Mgmt. Trust Company. Inc. Growth & Income Fund 239 6,240,563 - 6,240,563 6,240,563 - Fidelity Mgmt. Trust Company. Inc. Magellan Fund 238 3,470,324 - 3,740,324 3,740,324 - Fidelity Mgmt. Trust Company. Inc. Contrafund 226 3,709,397 - 3,709,397 3,709,397 - General Motors Corp. General Motors Unitized Stock Fund 245 5,394,049 - 5,394,049 5,394,049 - General Motors Corp. General Motors Unitized Stock Fund - 241 4,143,419 3,457,834 4,143,419 685,585
- 20 - EX-23 2 EXHIBIT 23 EXHIBIT 23 CONSENT OF INDEPENDENT AUDITORS We consent to the incorporation by reference in Registration Statement No. 33-54835 of General Motors Corporation on Form S-8 of our report dated May 23, 1997 appearing in this Annual Report on Form 11-K of The GMAC Mortgage Corporation Savings Incentive Plan for the year ended December 31, 1996. /s/DELOITTE & TOUCHE LLP DELOITTE & TOUCHE LLP Detroit, Michigan June 26, 1997 - 21 - -----END PRIVACY-ENHANCED MESSAGE-----