-----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, Kjxtxye0mjM7ks55sir6Slevwe/QdrbIwbcwbYgce3xyUx95q1d2yPT7ykLpsH4J r2xNqr8zr428rYaqcrjuag== 0000040730-98-000046.txt : 19980625 0000040730-98-000046.hdr.sgml : 19980625 ACCESSION NUMBER: 0000040730-98-000046 CONFORMED SUBMISSION TYPE: 11-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 19980623 FILED AS OF DATE: 19980624 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: SEC FILE NUMBER: 001-00143 FILM NUMBER: 98652919 BUSINESS ADDRESS: STREET 1: 100 RENAISSANCE CTR STREET 2: 3044 W GRAND BLVD CITY: DETROIT STATE: MI ZIP: 48243-7301 BUSINESS PHONE: 3135565000 11-K 1 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, 1997 ----------------- 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 48265-1000 ---------------------------------------------------- (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 100 Renaissance Center Detroit, Michigan 48265-1000 - 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, 1997 and 1996 ............................ 4 Statements of Changes in Net Assets Available for Benefits for the Years Ended December 31, 1997 and 1996 5 Notes to Financial Statements ........................... 6 Supplemental Schedules: Supplemental schedules at December 31, 1997 and for the year then ended........................... 15 Item 27a-Schedule of Assets Held for Investment Purposes, December 31, 1997.......................... 21 Item 27d-Schedule of Reportable Transactions for the Year Ended December 31, 1997......................... 23 (b) EXHIBIT ------- Exhibit 23 - Consent of Independent Auditors ................ 24 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 23, 1998 By ------------- /s/Dennis W. Sheehan ----------------------------- (Dennis W. Sheehan, Managing Director and Chief Financial Officer, GMAC Mortgage Group, Inc.) - 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, 1997 and 1996, 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, 1997 and 1996, 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 accompanying supplemental schedules of (1) assets held for investment purposes at December 31, 1997 and (2) reportable transactions for the year ended December 31, 1997 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. Such 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 1997 financial statements taken as a whole. /s/DELOITTE & TOUCHE LLP DELOITTE & TOUCHE LLP Detroit, Michigan May 29, 1998 - 3 - THE GMAC MORTGAGE CORPORATION SAVINGS INCENTIVE PLAN STATEMENT OF NET ASSETS AVAILABLE FOR BENEFITS, DECEMBER 31, 1997 and 1996.
1997 1996 ----------- ----------- Investments (Notes 2 and 7): Fidelity Managed Income Fund $17,561,281 $ 18,548,685 Fidelity Growth & Income Fund 26,091,988 17,235,628 Fidelity Overseas Fund 2,070,312 1,093,892 Fidelity Asset Manager Fund 8,358,365 6,263,167 Fidelity Magellan Fund 10,840,157 6,953,652 Fidelity Retirement Government Money Market Fund 3,025,022 2,060,612 Fidelity Contrafund 10,051,039 6,035,788 Fidelity Ginnie Mae Fund 1,075,610 466,590 CoreStates Financial Corp. Common Stock 1,828,832 1,282,257 General Motors Unitized Stock Fund 21,738,980 17,399,038 Fidelity Small Cap Stock Fund 1,074,633 - Fidelity OTC Portfolio 962,804 - Fidelity Puritan 602,710 - Fidelity Freedom Income Fund 5,339 - Fidelity Freedom 2000 30,584 - Fidelity Freedom 2010 147,950 - Fidelity Freedom 2020 255,749 - Fidelity Freedom 2030 326,766 - Raytheon Class A Stock Fund 1,119,985 - Loans Receivable (Note 8) 3,661,406 3,037,001 ---------- ---------- TOTAL INVESTMENTS $110,829,512 80,376,310 Dividends Receivable $11,359 11,618 ---------- ---------- NET ASSETS AVAILABLE FOR BENEFITS $110,840,871 $80,387,928 ========== ==========
See Notes to Financial Statements. - 4 - THE GMAC MORTGAGE CORPORATION SAVINGS INCENTIVE PLAN STATEMENT OF CHANGES IN NET ASSETS AVAILABLE FOR BENEFITS FOR THE YEAR ENDED DECEMBER 31, 1997 and 1996.
1997 1996 ----------- ----------- Interest and dividends (Note 2) $5,966,572 $ 4,223,286 ----------- ----------- Net appreciation in the fair value of investments(Note 2) 10,696,223 4,023,071 ----------- ----------- Contributions (Note 3): Employee 9,614,224 6,304,630 Employer 4,864,570 3,573,767 ----------- ----------- Total contributions 14,478,794 9,878,397 ----------- ----------- Distributions to participants (Note 5) (4,858,024) (3,599,915) ----------- ----------- Rollovers (Note 1) 4,169,378 1,817,332 ----------- ----------- Increase in net assets available for benefits during the year 30,452,943 16,342,171 Net assets available for benefits at beginning of year 80,387,928 64,045,757 ----------- ----------- Net assets available for benefits at end of year $110,840,871 $ 80,387,928 =========== =========== See Notes to Financial Statements.
- 5 - THE GMAC MORTGAGE CORPORATION SAVINGS INCENTIVE PLAN NOTES TO FINANCIAL STATEMENTS FOR THE YEARS ENDED DECEMBER 31, 1997 AND 1996 - ----------------------------------------------------------------------------- 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 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 Residential Funding Corporation GMAC Commercial Mortgage Corporation 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 rollover funds into the Plan. They are vested in accordance with the Plan's vesting schedule and their original dates of hire. On December 17, 1997, GM spun off their Hughes division and merged it with Raytheon. Raytheon Class A shares were issued to holders of GM stock. The plan contains GM shares in the GM Unitized Fund. The spin off reduced the value of the GM stock by about $1.4 million and created the Raytheon Unitized Stock Fund. For each share of GM Unitized Stock, participants received .06377 shares of Raytheon Unitized Stock. The Raytheon Common Stock Fund will be eliminated in 5 years. No additional shares may be purchased. All dividends paid and any assets remaining in the fund in 5 years will be transferred to the Retirement Government Money Market Fund. The Plan is sponsored and administered by the Company. At December 31, 1997 and 1996, 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. 2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES The financial statements of the plan are prepared on the accrual method of accounting. 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. Assets are invested in common stocks, mutual funds and pooled separate accounts are carried at quoted market price. - 6 - THE GMAC MORTGAGE CORPORATION SAVINGS INCENTIVE PLAN . Net appreciation in fair value of investments 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. . Distributions are recorded when paid. . The preparation of the financial statements in conformity with generally accepted accounting principles requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. Actual results may differ from those estimates. 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 through June 30, 1997 (subject to a limit of $9,500 for the years ended December 31, 1997 and 1996). On May 8, 1997, the Pension Committee approved increasing the contribution level from the current 9% to 12%, effective July 1, 1997. 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, employee contributions can be directed to any of several investment funds or options (see Note 7). Employees may elect to change contribution elections daily. For 1997 and 1996, 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, with fund allocations. 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. - 7 - 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. 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. - 8 - 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. 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. General Motors Unitized Stock Fund - The objective is to provide a General Motors 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. During 1997 and 1996, contributions to each participant's Matching Account are invested in the GM Unitized Stock Fund. Beginning January 1, 1997, participants could 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 could 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. Five Fidelity Freedom Funds are included in the plan. Fidelity Freedom Income Fund, Fidelity Freedom 2000 Fund, Fidelity Freedom 2010 Fund, Fidelity Freedom 2020 Fund, and Fidelity Freedom 2030 Fund. - 9 - THE GMAC MORTGAGE CORPORATION SAVINGS INCENTIVE PLAN Raytheon Stock Fund - Effective December 17, 1997, GM spun-off the defense electronics business of Hughes Electronics, a GM subsidiary (Hughes Defense), to holders of $1-2/3 par and Class H common stock, which was immediately followed by the merger of Hughes Defense with Raytheon Company. In connection with the above transaction, Raytheon Class A common stock was distributed to holders of GM $1-2/3 par value and Class H common stocks. Plan participants holding Class H Common Stock Fund units were allocated approximately .81 units of Raytheon Class A units for each unit of GM Class H held. Plan participants holding GM $1-2/3 par value Common Stock Fund units were allocated approximately .08 units of Raytheon Class A units for each unit of GM $1-2/3 held. The determination of the allocation ration for units was based on the number of units held in the Plan. Such exchange was recorded as a stock dividend and totaled approximately $314 million of which $172 million and $142 million were distributed to $1-2/3 par value common stockholders and Class H common stockholders, respectively. This exchange required the addition of Raytheon Common Stock Fund which will remain as an investment option through December 31, 2002; however, no further contributions or exchanges from any other investment options into the Raytheon Common Stock Fund will be permitted during that time. Dividends, if any, paid on Raytheon Class A Common Stock held will be invested in an income fund investment option prior to allocation to participant's accounts. Assets held in this fund are expressed in terms of units and not shares of stock. Each unit represents a proportionate interest in all assets of this fund. The value of each participant's account is determined each business day by the number of units to the participant's credit, multiplied by the current unit value. The return on a participant's investment is based on the value of units, which, in turn, is determined by the market price of the Raytheon Class A Common Stock, the amount of any dividends paid thereon, and any interest earned on short-term investments held by the fund. - 10 - THE GMAC MORTGAGE CORPORATION SAVINGS INCENTIVE PLAN The number of participants in each Investment Fund or Option as of December 31, 1997 and 1996 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 1997 1996 ------ ---- ---- Fidelity Managed Income Fund 1,391 1,447 Fidelity Growth & Income Fund 2,551 1,912 Fidelity Overseas Fund 706 373 Fidelity Asset Manager Fund 1,192 1,052 Fidelity Magellan Fund 1,772 1,277 Fidelity Retirement Government Money Market Fund 687 625 Fidelity Contrafund 1,564 1,021 Fidelity Ginnie Mae Fund 324 229 CoreStates Financial Corp. Common Stock 23 24 GM Unitized Stock Fund 3,471 2,791 Fidelity Small Cap Stock Fund 325 Fidelity OTC Portfolio 316 Fidelity Puritan Fund 230 Fidelity Freedom Income Fund 7 Fidelity Freedom 2000 Fund 7 Fidelity Freedom 2010 Fund 34 Fidelity Freedom 2020 Fund 44 Fidelity Freedom 2030 Fund 47 Raytheon Stock Fund 3,425
- 11 - THE GMAC MORTGAGE CORPORATION SAVINGS INCENTIVE PLAN The number of units credited to participants, including non-vested, and the net asset value (NAV) of each unit at December 31, 1997 and 1996 are as follows:
1997 1996 Number NAV Per Number NAV Per of Units Unit of Units Unit -------- ------- -------- ------- Investment Fidelity Managed Income Fund 17,561,281 $1.000 18,548,685 $1.000 Fidelity Growth & Income Fund 684,829 38.100 560,873 30.730 Fidelity Overseas Fund 63,624 32.540 35,470 30.840 Fidelity Asset Manager Fund 455,497 18.350 380,277 16.470 Fidelity Magellan Fund 113,784 95.270 86,220 80.650 Fidelity Retirement Gov't Money Market Fund 3,024,042 1.000 2,060,612 1.000 Fidelity Contrafund 215,549 46.630 143,198 42.150 Fidelity Ginnie Mae Fund 98,770 10.890 43,607 10.700 CoreStates Financial Corp. Common Stock 22,718 80.500 24,718 51.875 GM Unitized Stock Fund 1,705,018 12.750 1,530,258 11.370 Fidelity Small Cap Stock Fund 67,460 15.930 - - Fidelity OTC Portfolio 28,783 33.450 - - Fidelity Puritan Fund 31,100 19.380 - - Fidelity Freedom Income Fund 503 10.620 - - Fidelity Freedom 2000 Fund 2,721 11.240 - - Fidelity Freedom 2010 Fund 12,656 11.690 - - Fidelity Freedom 2020 Fund 21,437 11.930 - - Fidelity Freedom 2030 Fund 27,253 11.990 - - Raytheon Stock Fund 107,691 10.400 _- -
- 12 - 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, 1997, there were approximately $2,485,000 and $1,575,000 of new borrowings and principal repayments, respectively. At December 31, 1997, there were 667 loans outstanding with an average balance and interest rate of $5,489 and 9.51%, respectively. At December 31, 1996, there were 611 loans outstanding with an average balance and interest rate of $4,971 and 9.54%, respectively. Two of the employees of the Company who serves on the Pension Committee also have an outstanding loan receivable. Loan activity for these individuals for the years ended December 31, 1997 and 1996 is as follows: 1997 1996 ---- ---- New Loans $24,000 $12,908 Principal Repayments 10,294 8,291 Average Balance at December 31 8,026 4,302 Average Rate 9.667% 9.875% 9. TAX 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 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 IRS 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. - 13 - 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 $167,000 and $188,000 during the years ended December 31, 1997 and 1996, 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, 1997 and 1996, the Plan had the following GM stock transactions: 1997 1996 ---- ---- Total dollar amount of purchases $6,022,831 $4,876,162 Total dollar amount of sales 3,311,504 3,069,593 11. SCHEDULE OF INVESTMENTS EXCEEDING 5% OF NET ASSETS
Description Market Identity of Issue of Investment Cost Value Fidelity Management Trust Company, Inc. Managed Income Fund Stable Value Fund $17,561,281 $17,561,281 Growth and Income Fund Growth and Income Fund 19,168,492 26,091,988 Asset Manager Fund Asset Allocation Fund 7,344,233 8,358,365 Magellan Fund Growth Fund 9,387,590 10,840,157 Contrafund Growth Fund 8,923,294 10,051,039 General Motors Unitized Stock Fund Common Stock Fund 15,794,299 21,738,980
- 14 - 12. STATEMENT OF CHANGES IN NET ASSETS BY FUND THE GMAC MORTGAGE CORPORATION SAVINGS INCENTIVE PLAN STATEMENT OF CHANGES IN NET ASSETS AVAILABLE FOR BENEFITS FOR THE YEAR ENDED DECEMBER 31, 1997
SUPPLEMENTAL INFORMATION ---------------------------------------------------------------- FIDELITY FIDELITY FIDELITY MANAGED GROWTH & FIDELITY ASSET FIDELITY INCOME INCOME OVERSEAS MANAGER MAGELLAN TOTAL FUND FUND FUND FUND FUND ----------- ----------- ---------- --------- ---------- ----------- Interest and dividends $5,966,572 $1,034,472 $1,160,779 $97,894 $719,781 $652,471 ----------- ----------- ----------- ----------- ----------- ---------- Net appreciation in fair value of investments 10,696,223 - 4,485,669 36,279 756,637 1,317,802 ----------- ----------- ----------- ----------- ----------- ---------- Contributions: Employee 9,614,224 983,608 2,579,554 411,629 781,427 1,410,965 Employer 4,864,570 46,846 (6,681) (1,477) (1,810) (4,474) ----------- ----------- ----------- ----------- ----------- ---------- Total contributions 14,478,794 1,030,454 2,572,873 410,152 779,617 1,406,491 ----------- ----------- ----------- ----------- ----------- ---------- Distributions to participants (4,858,024) (1,138,535) (1,303,469) (77,136) (260,457) (352,246) ----------- ----------- ----------- ----------- ----------- ---------- Rollovers 4,169,378 348,947 1,018,674 239,035 399,031 682,010 ----------- ----------- ----------- ----------- ----------- ---------- Transfers among investment options - (2,262,742) 921,834 270,196 (299,411) 179,977 ----------- ----------- ----------- ----------- ----------- ---------- Increase in net assets available for benefits during the year 30,452,943 (987,404) 8,856,360 976,420 2,095,198 3,886,505 Net assets available for benefits at beginning of year 80,387,928 18,548,685 17,235,628 1,093,892 6,263,167 6,953,652 ----------- ----------- ----------- ----------- ----------- ---------- Net assets available for benefits at end of year $110,840,871 $17,561,281 $26,091,988 $2,070,312 $8,358,365 $10,840,157 =========== =========== =========== =========== =========== ==========
- 15 - THE GMAC MORTGAGE CORPORATION SAVINGS INCENTIVE PLAN STATEMENT OF CHANGES IN NET ASSETS AVAILABLE FOR BENEFITS FOR THE YEAR ENDED DECEMBER 31, 1997 - Continued
SUPPLEMENTAL INFORMATION -------------------------------------------------------------------------------------- FIDELITY RETIREMENT CORESTATES RAYTHEON GOVERNMENT FIDELITY FINANCIAL GENERAL MOTORS CLASS A MONEY MARKET FIDELITY GINNIE MAE CORP. UNITIZED UNITIZED FUND CONTRAFUND FUND COMMON STOCK STOCK FUND STOCK FUND ----------- ---------- ------------ ------------- ------------ ------------ Interest and dividends $127,265 $930,676 $49,370 $45,251 $ 657,431 $ - ----------- ----------- ----------- ----------- ----------- ----------- Net appreciation in fair value of investments - 717,186 14,367 667,075 3,012,202 (320,276) ----------- ----------- ----------- ----------- ----------- ----------- Contributions: Employee 597,257 1,620,209 156,843 - 605,924 - Employer (18,315) (10,028) - - 4,859,276 - ----------- ----------- ----------- ----------- ----------- ----------- Total contributions 578,942 1,610,181 156,843 - 5,465,200 - ----------- ----------- ----------- ----------- ----------- ----------- Distributions to participants (267,870) (272,026) (15,931) (42,740) (820,979) - ----------- ----------- ----------- ----------- ----------- ----------- Rollovers 145,042 478,825 140,582 - 131,407 - ----------- ----------- ----------- ----------- ----------- ----------- Transfers among investment options 381,031 550,409 263,789 (123,270)_ (4,105,319) 1,440,261 ----------- ----------- ----------- ----------- ----------- ----------- Increase in net assets available for benefits during the year 964,410 4,015,251 609,020 546,316 4,339,942 1,119,985 Net assets available for benefits at beginning of year 2,060,612 6,035,788 466,590 1,293,875 17,399,038 - ----------- ----------- ----------- ----------- ----------- ----------- Net assets available for benefits at end of year $3,025,022 $10,051,039 $1,075,610 $1,840,191 $21,738,980 $1,119,985 =========== =========== =========== =========== =========== ===========
- 16 - THE GMAC MORTGAGE CORPORATION SAVINGS INCENTIVE PLAN STATEMENT OF CHANGES IN NET ASSETS AVAILABLE FOR BENEFITS FOR THE YEAR ENDED DECEMBER 31, 1997 - Continued
SUPPLEMENTAL INFORMATION -------------------------------------------------------------------------------------- FIDELITY FIDELITY FIDELITY FIDELITY FIDELITY FIDELITY SMALL CAP OTC PURITAN FREEDOM FREEDOM FREEDOM STOCK FUND PORTFOLIO FUND INCOME FUND 2000 FUND 2010 FUND ----------- ---------- ------------ ------------- ------------ ------------ Interest and dividends $68,085 $59,376 $43,636 $85 $1,000 $5,011 ----------- ----------- ----------- ----------- ----------- ----------- Net appreciation in fair value of investments 42,224 (57,364) 34,507 (46) 248 (1,831) ----------- ----------- ----------- ----------- ----------- ----------- Contributions: Employee 143,215 153,737 85,525 704 6,850 22,038 Employer 1,233 - - - - - ----------- ----------- ----------- ----------- ----------- ----------- Total contributions 144,448 153,737 85,525 704 6,850 22,038 ----------- ----------- ----------- ----------- ----------- ----------- Distributions to participants (11,581) (4,321) (4,876) - - - ----------- ----------- ----------- ----------- ----------- ----------- Rollovers 205,463 145,590 71,863 1,530 - 16,096 ----------- ----------- ----------- ----------- ----------- ----------- Transfers among investment options 625,994 665,786 372,055 3,066 22,486 106,636 ----------- ----------- ----------- ----------- ----------- ----------- Increase in net assets available for benefits during the year 1,074,633 962,804 602,710 5,339 30,584 147,950 Net assets available for benefits at beginning of year - - - - - - ----------- ----------- ----------- ----------- ----------- ----------- Net assets available for benefits at end of year $1,074,633 $962,804 $602,710 $5,339 $30,584 147,950 =========== =========== =========== =========== =========== ===========
- 17 - THE GMAC MORTGAGE CORPORATION SAVINGS INCENTIVE PLAN STATEMENT OF CHANGES IN NET ASSETS AVAILABLE FOR BENEFITS FOR THE YEAR ENDED DECEMBER 31, 1997 - Concluded
SUPPLEMENTAL INFORMATION --------------------------------------- FIDELITY FIDELITY FREEDOM FREEDOM LOAN 2020 FUND 2030 FUND FUND ----------- ---------- ----------- Interest and dividends $8,692 $10,544 $294,753 ----------- ----------- --------- Net appreciation in fair value of investments (4,314) (4,142) - ----------- ----------- --------- Contributions: Employee 23,824 30,915 - Employer - - - ----------- ----------- --------- Total contributions 23,824 30,915 - ----------- ----------- --------- Distributions to participants - (111) (285,746) ----------- ----------- --------- Rollovers - 145,283 - ----------- ----------- --------- Transfers among investment options 227,547 144,277 615,398 ----------- ----------- --------- Increase in net assets available for benefits during the year 255,749 326,766 624,405 Net assets available for benefits at beginning of year - - 3,037,001 ----------- ----------- --------- Net assets available for benefits at end of year $255,749 $326,766 $3,661,406 =========== =========== =========
- 18 - 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 $ 4,223,286 $ 1,044,813 $ 792,385 $ 64,507 $ 484,971 $ 1,027,906 ----------- ----------- ----------- ----------- ----------- ---------- Net appreciation in fair value of investments 4,023,071 - 1,803,807 23,893 204,658 (299,548) ----------- ----------- ----------- ----------- ----------- ---------- Contributions: Employee 6,304,630 1,015,081 1,560,395 164,605 631,597 1,119,393 Employer 3,573,767 (17,495) (9,391) - (2,876) (7,442) ----------- ----------- ----------- ----------- ----------- ---------- Total contributions 9,878,397 997,586 1,551,004 164,605 628,721 1,111,951 ----------- ----------- ----------- ----------- ----------- ---------- Distributions to participants (Note 5) (3,599,915) (986,199) (727,204) (20,055) (176,171) (298,601) ----------- ----------- ----------- ----------- ----------- ---------- Rollovers 1,817,332 128,657 342,672 178,035 157,211 439,946 ----------- ----------- ----------- ----------- ----------- ---------- Transfers among investment options - (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 =========== =========== =========== =========== =========== ==========
- 19 - 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 $ 93,335 $ 413,148 $ 27,168 $ 44,353 $ 35 $ 230,665 ----------- ----------- ----------- ----------- ----------- ----------- Net appreciation in fair value of investments - 488,824 (6,881) 359,941 1,448,377 - ----------- ----------- ----------- ----------- ----------- ----------- Contributions: Employee 434,309 828,750 100,140 - 450,360 - Employer (1,586) (2,441) (3,704) - 3,618,702 - ----------- ----------- ----------- ----------- ----------- ----------- Total contributions 432,723 826,309 96,436 - 4,069,062 - ----------- ----------- ----------- ----------- ----------- ----------- Distributions to participants (149,188) (181,782) (35,095) (59,305) (792,465) (173,850) ----------- ----------- ----------- ----------- ----------- ----------- 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 =========== =========== =========== =========== =========== ===========
- 20 - THE GMAC MORTGAGE CORPORATION SAVINGS INCENTIVE PLAN Item 27a-SCHEDULE OF ASSETS HELD FOR INVESTMENT PURPOSES DECEMBER 31, 1997
Current Identity of Issue Description Cost Value - --------------------------------------- --------------------------------------- ----------- ----------- Participant Loans (Interest rates from 7.25% to 10.25%) $ 3,661,406 $ 3,661,406 Fidelity Management Trust Company, Inc. Manager Income Fund (2) Stable Value Fund 17,561,281 17,561,281 Fidelity Management Trust Company, Inc. Growth and Income Fund (2) Growth & Income Fund 19,168,492 26,091,988 Fidelity Management Trust Company, Inc. Overseas Fund International Growth Fund 2,038,552 2,070,312 Fidelity Management Trust Company, Inc. Asset Manager Fund (2) Asset Allocation Fund 7,344,233 8,358,365 Fidelity Management Trust Company, Inc. Magellan Fund (2) Growth Fund 9,387,590 10,840,157 Fidelity Management Trust Company, Inc. Retirement Government Money Market Fund Money Market Fund 3,025,022 3,025,022 Fidelity Management Trust Company, Inc. Contrafund (2) Growth Fund 8,923,294 10,051,039 Fidelity Management Trust Company, Inc. Ginnie Mae Fund Income Fund 1,055,939 1,075,610 Fidelity Management Trust Company, Inc. General Motors Unitized Stock Fund (1)(2) Common Stock Fund 15,794,299 21,738,980 Raytheon Corp. Raytheon Class A Common Stock Fund (1) Common Stock Fund 1,062,618 1,119,985 Fidelity Management Trust Company, Inc. Small Cap Stock Fund Growth Fund 1,037,484 1,074,633 Fidelity Management Trust Company, Inc. OTC Portfolio Growth Fund 1,016,361 962,804
-21 - THE GMAC MORTGAGE CORPORATION SAVINGS INCENTIVE PLAN Item 27a-SCHEDULE OF ASSETS HELD FOR INVESTMENT PURPOSES - CONTINUED DECEMBER 31, 1997
Current Identity of Issue Description Cost Value - --------------------------------------- --------------------------------------- ----------- ----------- Fidelity Management Trust Company, Inc. Puritan Fund Balanced Fund 581,941 602,710 Fidelity Management Trust Company, Inc. Freedom Income Fund Asset Allocation 5,384 5,339 Freedom 2000 Fund Asset Allocation 30,550 30,584 Freedom 2010 Fund Asset Allocation 150,563 147,950 Freedom 2020 Fund Asset Allocation 260,055 255,749 Freedom 2030 Fund Asset Allocation 330,894 326,766 Corestates Financial Corp. Common Stock Common Stock 332,826 1,828,832 ---------- ---------- TOTAL $ 92,768,784 $110,829,512 ========== ========== (1) Party-in-interest (2) Individual investment represents 5% or more of the Plan's net assets.
- 22 - THE GMAC MORTGAGE CORPORATION SAVINGS INCENTIVE PLAN Item 27d-SCHEDULE OF REPORTABLE TRANSACTIONS FOR THE YEAR ENDED DECEMBER 31, 1997
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 224 4,696,743 - - - - - Fidelity Mgmt. Trust Company. Inc. Managed Income Fund - - 220 5,684,147 5,684,147 5,684,147 - Fidelity Mgmt. Trust Company. Inc. Growth & Income Fund 246 8,215,949 - - - - - Fidelity Mgmt. Trust Company. Inc. Magellan Fund 245 4,347,016 - - - - - Fidelity Mgmt. Trust Company. Inc. Contrafund 237 4,961,600 - - - - - General Motors Corp. General Motors Unitized Stock Fund 245 7,369,750 - - - - - General Motors Corp. General Motors Unitized - - 231 5,259,179 4,282,962 5,259,179 976,179 Stock Fund
- 23 - EX-23 2 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 29, 1998 appearing in this Annual Report on Form 11-K of The GMAC Mortgage Corporation Savings Incentive Plan for the year ended December 31, 1997. /s/DELOITTE & TOUCHE LLP DELOITTE & TOUCHE LLP Detroit, Michigan June 23, 1998 - 24 - -----END PRIVACY-ENHANCED MESSAGE-----