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
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ACT OF 1934
For the fiscal year ended December 31, 2000
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OR
TRANSITION REPORT PURSUANT TO SECTION 15(D) OF THE SECURITIES EXCHANGE
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ACT OF 1934
For the transition period from to
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Commission file number 33-10665
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THE GMAC MORTGAGE GROUP SAVINGS INCENTIVE PLAN
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(Full title of the plan)
General Motors Corporation
300 Renaissance Center, Detroit, Michigan 48265-3000
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(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
300 Renaissance Center
Detroit, Michigan 48265-3000
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FINANCIAL STATEMENTS AND EXHIBIT
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(a) FINANCIAL STATEMENTS AND SUPPLEMENTAL SCHEDULE
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Page No.
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The GMAC Mortgage Group Savings Incentive Plan:
Independent Auditors' Report ............................ 3
Statements of Net Assets Available for Benefits,
December 31, 2000 and 1999 ............................ 4
Statements of Changes in Net Assets Available for
Benefits for the Years Ended December 31, 2000 and 1999 5
Notes to Financial Statements ........................... 6
Supplemental schedule at December 31, 2000
and for the year then ended:
Schedule H, Item 4i - Schedule of Assets Held for
Investment Purposes, December 31, 2000............... 20
Schedule H, Item 4j - Schedule of Reportable Transactions 23
Schedules required under the Employee Retirement Income Security Act
of 1974, other than the schedule listed above, are omitted because of the
absence of the conditions under which such schedules are required or because
such schedules have been previously submitted to the Department of Labor.
(b) EXHIBIT
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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 GROUP
SAVINGS INCENTIVE PLAN
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(Name of Plan)
Date June 28, 2001 By
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/s/David C. Walker
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(David C. Walker,
Chief Financial Officer,
GMAC Mortgage Group, Inc.)
- 2 -
INDEPENDENT AUDITORS' REPORT
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To the Trustees and Participants of
The GMAC Mortgage Group Savings Incentive Plan
Horsham, Pennsylvania
We have audited the accompanying statements of net assets available for benefits
of The GMAC Mortgage Group Savings Incentive Plan (the "Plan") as of December
31, 2000 and 1999, 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 auditing standards generally accepted
in the United States of America. Those standards require that we plan and
perform the audit 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 as of December 31,
2000 and 1999, and the changes in net assets available for benefits for the
years then ended in conformity with accounting principles generally accepted in
the United States of America.
Our audits were conducted for the purpose of forming an opinion on the basic
financial statements taken as a whole. The supplemental schedules of assets held
for investment purposes and reportable transactions as of December 31, 2000 are
presented for the purpose of additional analysis and are not a required part of
the basic financial statements but are supplementary information required by the
Department of Labor's Rules and Regulations for Reporting and Disclosure under
the Employee Retirement Income Security Act of 1974. The supplemental schedules
are the responsibility of the Plan's management. Such supplemental schedules
have been subjected to the auditing procedures applied in our audits of the
basic financial statements and, in our opinion, are fairly stated in all
material respects when considered in relation to the basic financial statements
taken as a whole.
/s/DELOITTE & TOUCHE LLP
DELOITTE & TOUCHE LLP
Detroit, Michigan
June 8, 2001
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THE GMAC MORTGAGE GROUP SAVINGS INCENTIVE PLAN
STATEMENTS OF NET ASSETS AVAILABLE FOR BENEFITS, DECEMBER 31, 2000 and 1999.
2000 1999
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Assets:
Investments (Note 7) $242,490,271 $240,622,785
Loans Receivable 5,905,859 5,353,513
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NET ASSETS AVAILABLE FOR BENEFITS $248,396,130 $245,976,298
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See Notes to Financial Statements.
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THE GMAC MORTGAGE GROUP SAVINGS INCENTIVE PLAN
STATEMENTS OF CHANGES IN NET ASSETS AVAILABLE FOR BENEFITS FOR THE
YEAR ENDED DECEMBER 31, 2000 and 1999.
2000 1999
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Interest and dividends $20,029,238 $15,640,233
Net (depreciation) appreciation in the
fair value of investments(Note 7) (46,456,195) 16,760,711
Contributions:
Employee 27,525,210 24,910,114
Employer - net 13,058,243 11,387,228
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Total contributions 40,583,453 36,297,342
Distributions to participants (20,380,531) (11,754,600)
Transfers from Prior Plans 3,394,343 12,300,315
Rollovers 5,249,524 10,819,790
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Increase in net assets available
for benefits during the year 2,419,832 80,063,791
Net assets available for benefits
at beginning of year 245,976,298 165,912,507
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Net assets available for benefits
at end of year $248,396,130 $245,976,298
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See Notes to Financial Statements.
- 5 -
THE GMAC MORTGAGE GROUP SAVINGS INCENTIVE PLAN
NOTES TO FINANCIAL STATEMENTS
FOR THE YEARS ENDED DECEMBER 31, 2000 AND 1999
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1. INFORMATION CONCERNING THE PLAN
The GMAC Mortgage Group Savings Incentive Plan (the "Plan") was adopted by
action of the Board of Directors of GMAC Mortgage Group, Inc. (the
"Group") on April 30, 1986. The Plan was restated effective January 1,
1998. The Plan was amended as of November 29, 1999 and December 15, 2000
with an effective date of January 1, 1999 for both amendments. The plan
was amended 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 Group, 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 Residential Holding Corporation ("GMAC Residential")
GMAC Residential Funding Corporation ("GMAC-RFC")
GMAC Commercial Holding Corporation ("GMAC Commercial Mortgage")
The Plan is sponsored and administered by the Group. At December 31, 2000
and 1999, all assets were held in trust at Fidelity Management Trust
Company. A general description of the Plan provisions is incorporated in
the notes that follow. Participants should refer to the Plan document for
a complete description of the Plan provisions.
In all types of transfers, employees of the former entity are vested in
accordance with the Plan's vesting schedule and their original dates of
hire, except where noted.
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THE GMAC MORTGAGE GROUP SAVINGS INCENTIVE PLAN
Acquisitions by the Group and subsidiaries affecting the Plan:
Acquisition Acquisition Number of Type of Plan Year
Entity Acquired Date Type Employees Transfer (1,2) Amount (3) Affected (4)
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1999
GMAC Residential Holding Corp.
Carlson Real Estate
Company (5) 12/03/1998 Stock 230 Trust to Trust $637,000
Norwood Real Estate
Company (5) Net Assets
Landry, Lyons & Whyte
Company (5) Net Assets
Morrell & Associates
Company 12/14/1998 Stock 38 Trust to Trust 195,000
DiTech Funding Corp. 04/01/1999 Net Assets 638 (6)
Bay Village 05/28/1999 Net Assets 34 Rollover
Kinlin Grover 05/28/1999 Net Assets 14 Rollover
TRAC/Windham 06/15/1999 Net Assets 90 Trust to Trust 1,084,000
CHA Relocation 07/02/1999 Stock 100 Trust to Trust 1,634,000
Dallamora 07/02/1999 Net Assets 21 Rollover
GMAC-RFC
Capstead, Inc. 12/31/1998 Net Assets 291 Rollover
Triad Financial
Services, Inc. 03/01/1999 Net Assets 218 Rollover
American Financial
Consultants LLC 05/01/1999 Net Assets 64 Rollover
Dynex 11/10/1999 Net Assets 9 Rollover
GMAC Commercial Holding Corp.
Newman and Associates
Company 07/01/1998 Stock 60 Trust to Trust 8,750,000
Bristol Realty
Counselors 01/08/1999 Net Assets 6 Rollover
Quantum Financial
Services 04/30/1999 Net Assets 5 Rollover
Allan D. Dannat &
Company 08/03/1999 Stock 6 (6)
See Notes on page 10.
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THE GMAC MORTGAGE GROUP SAVINGS INCENTIVE PLAN
Acquisitions by the Group and subsidiaries affecting the Plan:
Acquisition Acquisition Number of Type of Plan Year
Entity Acquired Date Type Employees Transfer (1,2) Amount (3) Affected (4)
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2000
GMAC Residential Holding Corp.
Koening & Strey 08/12/1999 Stock 200 Trust to Trust 2,098,000
Pacific Union Real
Estate Group 03/01/2000 Stock 150 Trust to Trust 1,300,000
Hammond Residential
Real Estate 03/13/2000 Net Assets 37 Rollover
GHS New York Metro Inc.04/17/2000 Net Assets 72 Rollover
Johnson & Johnson 07/17/2000 Net Assets 10 Rollover
Solomon Wilmington &
Associates 09/15/2000 Net Assets 4 Rollover
Siery & Kiem 10/24/2000 Net Assets 10 Rollover
GMAC-RFC
ULG (CA) 04/01/2000 Net Assets 177 Rollover
GMAC Commercial Holding Corp.
CSC Cypress
Financial, Inc. 12/01/2000 Net Assets 6 Rollover
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THE GMAC MORTGAGE GROUP SAVINGS INCENTIVE PLAN
Acquisitions by the Group and subsidiaries affecting the Plan:
Acquisition Acquisition Number of Type of Plan Year
Entity Acquired Date Type Employees Transfer (1,2) Amount (3) Affected (4)
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2001
GMAC Residential Holding Corp.
Clayton National, Inc 03/31/2001 Net Assets 86 Rollover
GMAC Commercial Holding Corp.
Univest Financial
Services, LLC 01/09/2001 Net Assets 68 Rollover
Keystone Mortgage
Partners, LLC 02/02/2001 Net Assets 42 Rollover
Paramount Financial
Group, LLC 03/12/2001 Net Assets 135 Rollover
See Notes on page 10.
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THE GMAC MORTGAGE GROUP SAVINGS INCENTIVE PLAN
Notes:
(1) Trust to Trust transfers involve mapping the funds from the former
entity's plan to the Group's current plan. Funds are directly
transferred from the former entity's trustee to the Group's trustee.
(2) Rollovers afford the former entity's plan participants the
opportunity to roll their funds into the Group's Plan. Participants
are eligible to rollover to the Group's Plan as of the entity's
acquisition date.
(3) Approximate amount of assets to be transferred in a Trust to Trust
transfer is noted above. No amount is disclosed for Rollovers as
participants are not required to roll funds over to the Plan.
(4) Acquisitions affecting the 2000 plan year are included in the
activity noted within the statement of changes of net assets
available for benefits.
(5) Former employees of Carlson Real Estate Company, Norwood Real Estate
Company, and Landry, Lyons & Whyte Company are vested in accordance
with their former plan's vesting schedule and their original dates of
hire.
(6) Prior to their acquisition by the Group, DiTech Funding Corporation
and Allan D. Dannat & Company employees did not participate in a
401(k) plan. Upon acquisition, employees of the former DiTech Funding
Corporation and Allan D. Dannat & Company were eligible for
participation in the Group's Plan. Employees will be vested in
accordance with the Plan's vesting schedule and their original dates
of hire.
2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
The financial statements of the plan are prepared under accounting
principles generally accepted in the United States of America using 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. Participant loans are valued at cost, which approximates
fair value.
. Net appreciation in fair value of investments is computed based on the
fair value of investments at the beginning of the Plan year compared
with the fair value of investments at the end 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
accounting principles generally accepted in the United States of
America requires management to make estimates and assumptions that
affect the reported amounts of assets and liabilities and disclosure
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THE GMAC MORTGAGE GROUP SAVINGS INCENTIVE PLAN
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.
In 1999, the Plan adopted Statement of Position 99-3, Accounting for and
Reporting of Certain Defined Contribution Plan Investments and Other
Disclosure Matters, which simplifies disclosures for certain investments.
3. CONTRIBUTIONS TO THE PLAN
Annual additions to a participant's account are subject to certain
limitations imposed by the Plan and the Internal Revenue Code of 1986, as
amended ("the Code"). Employees may elect to contribute to the Plan on a
pre-tax basis, in even multiples of 1% of base compensation, up to 12% of
compensation (subject to a limit of $10,500 and $10,000 for the years
ended December 31, 2000 and 1999,respectively). The participant
contribution limitation is evaluated annually to determine if an
adjustment for cost of living increases is necessary to the extent
permitted by the Code. The Group will match a participant's contribution
in cash up to 6% of compensation, to an annual limit of $3,000. Employer
contributions are made to the General Motors Unitized Stock Fund. Based on
the participant's election, participant contributions can be directed to
any of several investment funds or options (see Note 7). Participants may
elect to change contribution elections daily and are permitted to change
allocations among funds or transfer balances between funds, in 1%
increments daily.
4. VESTING
Two pre-tax basis accounts are maintained for each participant. The Salary
Reduction Account consists of a participant's contributions and is fully
vested. The Matching Account consists of the Group's contributions. A
participant's Matching Account vested balance is 20% after one year of
credited service and increases 20% per year thereafter until fully vested.
Although it has not expressed any intent to do so, the Group has the right
under the Plan to discontinue its contributions at any time and to
terminate the Plan subject to the provisions of ERISA. In the event of
Plan termination, each participant's Matching Account becomes fully vested
to the extent of the amount in the participant's Matching Account.
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THE GMAC MORTGAGE GROUP SAVINGS INCENTIVE PLAN
5. DISTRIBUTIONS
A participant may withdraw his or her vested assets at any time after
termination of employment, subject to an excise tax penalty if withdrawn
prior to age 59 1/2. Prior to termination of employment, the assets may
only be withdrawn because of disability or financial hardship. A
participant may elect to receive his or her withdrawal in either a
lump-sum payment, by purchase of various annuities or over various periods
of time. A participant may also elect a distribution of shares of stock to
the extent shares have been credited to his or her account. A participant
also has the option of borrowing against his or her vested balance 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
Upon termination, the non-vested portion of the participant's Matching
Account is forfeited. Participant forfeitures are used to reduce
subsequent Group contributions.
7. INVESTMENT FUNDS OR OPTIONS
Participants may direct the plan trustee to make investments of
participant contributions in the investment options described below:
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 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 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 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 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 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.
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THE GMAC MORTGAGE GROUP SAVINGS INCENTIVE PLAN
Fidelity OTC Portfolio Fund - The fund seeks capital appreciation by
investing mainly in equity securities traded on the over-the-counter
market.
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 Blue Chip Fund - The fund seeks long-term capital appreciation.
The fund normally invests at least 65% of assets in common stocks issued
by blue-chip companies. These companies are defined as companies with
market capitalizations of at least $200 million, if the company's stock is
included in the S&P 500 or the Dow Jones Industrial Average, or $1 billion
if not included in either index.
Fidelity Small Cap Stock Fund - The fund seeks capital appreciation by
investing mainly in equity securities of companies with small market
capitalization 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
capitalization.
Fidelity Aggressive Growth Fund - This fund seeks capital appreciation by
investing primarily in common stocks of domestic and foreign issuers that
offer the potential for accelerated earning or revenue growth. The fund
focuses on investments in medium-sized companies, but may also invest
substantially in larger or smaller companies.
Fidelity Spartan U.S. Equity Index Fund - The fund seeks to provide
investment results that correspond to the total return (i.e., the
combination of capital changes and income) performance of common stocks of
companies publicly traded in the United States of America. The fund
invests at least 80% of assets in common stocks included in the S&P 500,
which broadly represents the performance of stocks publicly traded in the
United States of America. The fund may also lend securities to earn income
for the fund.
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.
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.
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THE GMAC MORTGAGE GROUP SAVINGS INCENTIVE PLAN
Fidelity U.S. Bond Index Fund - The fund seeks to provide investment
results that correspond to the total return of the bonds in the Lehman
Brothers Aggregate Bond Index. Under normal conditions, the fund will
invest at least 80% of its assets in bonds included in the Aggregate Bond
Index.
Fidelity Low-Priced Stock Fund - The fund seeks capital appreciation and
normally invests at least 65% of total assets in low-priced common stocks
($35 or less at time of purchase), which can lead to investments in small
and medium-sized companies.
Fidelity Equity-Income Fund - This fund seeks reasonable income and will
also consider the potential for capital appreciation. The fund seeks a
yield that exceeds the yield on the securities comprising the Standard &
Poor's 500 Index. Normally, this fund will invest at least 65% of total
assets in income-producing equity securities and potentially invests in
other types of equity securities and debt securities, including
lower-quality debt securities.
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. Six Fidelity Freedom
Funds are included in the plan. Fidelity Freedom Income Fund, Fidelity
Freedom 2000, Fidelity Freedom 2010, Fidelity Freedom 2020, Fidelity
Freedom 2030, and Fidelity Freedom 2040.
General Motors Unitized Common 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 2000 and 1999,
contributions to each participant's Matching Account are invested in the
GM Unitized Common Stock Fund.
Delphi Automotive Unitized Common Stock Fund - Effective May 28, 1999 GM
declared a special dividend which equaled participants receiving 0.70
shares of common stock of Delphi Automotive Systems (Delphi) for every
share held of GM $1-2/3 par value common stock. Since the Plan holds
shares of the GM $1-2/3 par value common stock through its GM Unitized
Common Stock Fund, Plan participants were eligible to receive shares of
Delphi Automotive common stock. Such exchange to the Plan was recorded as
a stock dividend and totaled approximately $6.9 million.
This exchange required the addition of Delphi Automotive Unitized Common
Stock Fund which will remain as an investment option through May 28, 2002;
however, no further contributions or exchanges from any other investment
options into the Delphi Automotive Unitized Common Stock Fund will be
permitted during that time. Dividends, if any, paid on Delphi common stock
held will be transferred into the Fidelity Retirement Government Money
Market Fund.
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THE GMAC MORTGAGE GROUP SAVINGS INCENTIVE PLAN
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 Delphi common stock, the amount of any dividends paid thereon, and any
interest earned on short-term investments held by the fund.
General Motors Class H Common Stock Fund - Effective April 24, 2000, GM
offered to exchange a prorated percentage of approximately 25% of GM Class
H common stock for each share of $1-2/3 par value common stock that was
validly tendered and accepted by GM. All plan participants holding $1-2/3
par value common stock were eligible to participate in the exchange offer.
The prorated percentage (approximately 25%) was based on the number of
$1-2/3 par value shares tendered in the offer of approximately 335.8
million shares. The exchange was voluntary and expired on May 16, 2000.
This exchange required the addition of GM Class H Common Stock Fund, which
will remain as an investment option indefinitely; however, no further
contributions or exchanges from any other investment options into the GM
Class H Common Stock Fund will be permitted. Dividends, if any, paid on GM
Class H Common Stock held will be re-invested back into the GM H Stock
Fund.
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 GM Class H Common Stock, the amount of any dividends paid thereon, and
any interest earned on short-term investments held by the fund.
First Union Financial Corp. Common Stock - Activity is limited to the
reinvestment of earnings and participant distributions.
Raytheon Unitized Common 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 ratio 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 Unitized Common Stock Fund
which will remain as an investment option through December 31, 2002;
however, no further contributions or exchanges from any other
-15-
THE GMAC MORTGAGE GROUP SAVINGS INCENTIVE PLAN
investment options into the Raytheon Unitized 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.
The number of participants in each Investment Fund or Option as of
December 31, 2000 and 1999 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 2000 1999
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Fidelity Growth & Income Fund 4,134 4,334
Fidelity Magellan Fund 4,167 3,980
Fidelity Contrafund 2,763 2,795
Fidelity Managed Income Fund 1,328 1,460
Fidelity Asset Manager Fund 1,339 1,371
Fidelity Retirement Government Money Market Fund 5,538 5,839
Fidelity OTC Portfolio Fund 2,258 1,436
Fidelity Overseas Fund 1,884 1,454
Fidelity Blue Chip Fund 1,890 1,191
Fidelity Small Cap Stock Fund 1,033 839
Fidelity Aggressive Growth Fund 1,116 0
Fidelity Spartan U.S. Equity Index Fund 726 578
Fidelity Puritan Fund 845 878
Fidelity Ginnie Mae Fund 609 587
Fidelity U.S. Bond Index Fund 367 243
Fidelity Low-Priced Stock Fund 150 0
Fidelity Equity Income Fund 118 0
Fidelity Freedom Income Fund 84 65
Fidelity Freedom 2000 Fund 104 102
Fidelity Freedom 2010 Fund 284 281
Fidelity Freedom 2020 Fund 470 397
Fidelity Freedom 2030 Fund 649 485
Fidelity Freedom 2040 Fund 21 0
GM Unitized Common Stock Fund 7,649 6,880
Delphi Automotive Unitized Common Stock Fund 4,172 5,253
GM Motors Class H Common Stock Fund 670 0
First Union Financial Corp. Common Stock 21 21
Raytheon Unitized Common Stock Fund 2,069 2,481
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THE GMAC MORTGAGE GROUP 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, 2000, there were approximately $4,180,000 and
$2,906,000 of new borrowings and principal repayments, respectively.
During the year ended December 31, 1999, there were approximately
$3,901,000 and $2,393,000 of new borrowings and principal repayments,
respectively. At December 31, 2000, there were 1,107 loans outstanding
with an average balance and interest rate of $5,287 and 9.21%,
respectively. At December 31, 1999, there were 981 loans outstanding with
an average balance and interest rate of $5,368 and 9.49%, respectively.
Two employees of the Group who serve on the Pension Committee also have
outstanding loans receivable. Loan activity for these individuals for the
years ended December 31, 2000 and 1999 is as follows:
2000 1999
---- ----
New Loans $11,500 $52,468
Principal Repayments 14,316 10,326
Average Balance at December 31 15,581 24,824
Average Rate 9.040% 9.350%
9. TAX STATUS
The Plan obtained its latest determination letter on July 13, 1995 in
which the Internal Revenue Service ("IRS") 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.
10. RELATED PARTY TRANSACTIONS
Advisory, auditing and accounting services are paid for by the Group on
behalf of the Plan. Costs for such outside services amounted to
approximately $282,000 and $236,000 during the years ended December 31,
2000 and 1999, 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 Group. See Note 7 for certain financial
information. During the years ended December 31, 2000 and 1999, the Plan
had the following GM stock transactions:
2000 1999
---- ----
Total dollar amount of purchases $21,915,096 $19,670,266
Total dollar amount of sales 13,089,496 8,542,806
-17-
THE GMAC MORTGAGE GROUP SAVINGS INCENTIVE PLAN
11. SCHEDULE OF INVESTMENTS EXCEEDING 5% OF NET ASSETS
Identity of Issue 2000 1999
---- ----
Fidelity Management Trust Company:
Growth and Income Fund (1,063,464 and
1,046,310 shares, respectively) $44,771,817 $49,343,979
Magellan Fund (269,566 and 230,261
shares, respectively) 32,159,193 31,460,616
Contrafund (475,305 and 415,332
shares, respectively) 23,370,751 24,928,203
Managed Income Fund (19,810,524 and
20,441,263 shares, respectively) 19,810,524 20,441,263
OTC Portfolio Fund (289,892 and
161,378 shares, respectively) 11,900,054 10,968,864
Asset Manager Fund (804,322 and
719,607 shares, respectively) 13,528,701 13,226,382
General Motors Unitized Common
Stock Fund* (3,120,101 and 2,606,352
shares, respectively) 36,380,378 41,936,205
* Nonparticipant-directed
-18-
THE GMAC MORTGAGE GROUP SAVINGS INCENTIVE PLAN
12. NONPARTICIPANT-DIRECTED INVESTMENTS
December 31,
2000 1999
---- ----
Net Assets:
Common stock $39,748,173 $47,431,322
December 31,
2000 1999
---- ----
Interest and dividends $1,425,473 $1,407,032
Net (depreciation) appreciation
in fair value of investments (15,491,901) 4,786,113
Contributions:
Employee 1,143,694 1,216,106
Employer - gross 13,337,947 11,465,057
---------- ----------
Total contributions 14,481,641 12,681,163
Distributions to
Participants (3,308,137) (1,803,493)
Rollovers 207,932 275,444
Transfers among investment
options (4,998,157) (1,951,215)
--------- ---------
(Decrease) increase in net
assets available for
benefits during the year (7,683,149) 15,395,044
Net assets available for
benefits at beginning of
the year 47,431,322 32,036,278
---------- ----------
Net assets available for
benefits at end of year $39,748,173 $47,431,322
========== ==========
- 19 -
THE GMAC MORTGAGE GROUP SAVINGS INCENTIVE PLAN
Schedule H, Item 4i - SCHEDULE OF ASSETS HELD FOR INVESTMENT PURPOSES
DECEMBER 31, 2000
Current
Identity of Issue Description Cost Value
--------------------------------------- --------------------------------------- ----------- -----------
Participant Loans (Interest rates from
8.25% to 10.75%) $5,905,859 $5,905,859
Fidelity Management Trust Company
Growth and Income Fund (2) Growth & Income Fund 40,637,788 44,771,817
Fidelity Management Trust Company
Magellan Fund (2) Growth Fund 30,314,094 32,159,193
Fidelity Management Trust Company
Contrafund (2) Growth Fund 24,664,824 23,370,751
Fidelity Management Trust Company
Managed Income Fund (2) Stable Value Fund 19,810,524 19,810,524
Fidelity Management Trust Company
Asset Manager Fund (2) Asset Allocation Fund 13,882,940 13,528,701
Fidelity Management Trust Company
Retirement Government Money Market Fund Money Market Fund 12,199,093 12,199,093
Fidelity Management Trust Company
OTC Portfolio Fund (2) Growth Fund 16,656,537 11,900,054
Fidelity Management Trust Company
Overseas Fund International Growth Fund 9,676,534 8,434,350
Fidelity Management Trust Company
Blue Chip Growth Fund Growth & Income Fund 8,456,377 7,666,669
Fidelity Management Trust Company
Small Cap Stock Fund Growth Fund 3,715,294 3,829,039
Fidelity Management Trust Company
Aggressive Growth Fund Growth Fund 5,957,399 3,736,380
Fidelity Management Trust Company
Spartan U.S. Equity Index Fund Growth Fund 3,826,302 3,641,237
-20 -
THE GMAC MORTGAGE GROUP SAVINGS INCENTIVE PLAN
Schedule H, Item 4i - SCHEDULE OF ASSETS HELD FOR INVESTMENT PURPOSES
DECEMBER 31, 2000
Current
Identity of Issue Description Cost Value
--------------------------------------- --------------------------------------- ----------- ----------
Fidelity Management Trust Company
Puritan Fund Balanced Fund 3,297,954 3,206,641
Fidelity Management Trust Company
Ginnie Mae Fund Income Fund 2,489,331 2,508,126
Fidelity Management Trust Company
U.S. Bond Index Bond Fund 1,115,105 1,135,759
Fidelity Management Trust Company
Low-Priced Stock Fund Growth Fund 325,034 321,804
Fidelity Management Trust Company
Equity Income Fund Growth Fund 168,649 170,411
Fidelity Management Trust Company
Freedom Income Fund Asset Allocation Fund 224,170 224,150
Freedom 2000 Fund Asset Allocation Fund 468,642 444,486
Freedom 2010 Fund Asset Allocation Fund 2,158,649 2,167,291
Freedom 2020 Fund Asset Allocation Fund 2,829,306 2,773,811
Freedom 2030 Fund Asset Allocation Fund 2,821,545 2,803,438
Freedom 2040 Fund Asset Allocation Fund 60,966 58,307
Fidelity Management Trust Company
General Motors Unitized Common Stock
Fund (1)(2) Common Stock Fund 38,212,219 36,380,378
Fidelity Management Trust Company
Delphi Automotive Unitized Common Stock
Fund (1) Common Stock Fund 3,334,794 2,939,816
Fidelity Management Trust Company
GM Class H Common (1) Common Stock Fund 934,131 1,174,759
-21-
THE GMAC MORTGAGE GROUP SAVINGS INCENTIVE PLAN
Schedule H, Item 4i - SCHEDULE OF ASSETS HELD FOR INVESTMENT PURPOSES
DECEMBER 31, 2000
Current
Identity of Issue Description Cost Value
--------------------------------------- --------------------------------------- ----------- -----------
First Union Financial Corporation
Common Stock Common Stock Fund 333,986 705,307
Raytheon Corporation
Raytheon Class A Unitized Common Stock
Fund (1) Common Stock Fund 658,774 427,979
------------ ------------
TOTAL $255,136,820 $248,396,130
============ ============
(1) Party in interest.
(2) Individual investment represents 5% or more of the Plan's net assets.
- 22 -
THE GMAC MORTGAGE GROUP SAVINGS INCENTIVE PLAN
Schedule H, Item 4j - SCHEDULE OF REPORTABLE
TRANSACTIONS DECEMBER 31, 2000
Current
Value of
Asset on
Purchase Selling Cost Date of
Identity of Party Description of Asset Price Price of Asset Transaction Net Gain
----------------- -------------------- ----------- ------- ----------- ----------- --------
GM Stock Fund General Motors Unitized $17,326,105 - $17,326,105 $17,326,105 -
Stock Fund
- 23 -