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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
October 15, 2004
(Date of report; date of
earliest event reported)
Commission file number: 1-3754
GENERAL MOTORS ACCEPTANCE CORPORATION
(Exact name of registrant as specified in its charter)
Delaware 38-0572512
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
200 Renaissance Center
P.O. Box 200 Detroit, Michigan
48265-2000
(Address of principal executive offices)
(Zip Code)
(313) 556-5000
(Registrant's telephone number, including area code)
Check the appropriate box below if the Form 8-K filing is intended to
simultaneously satisfy the filing obligation of the registrant under any of the
following provisions (see General Instruction A.2. below):
[ ] Written communications pursuant to Rule 425 under the Securities Act
(17 CFR 230.425)
[ ] Soliciting material pursuant to Rule 14a-12 under the Exchange Act
(17 CFR 240.14a-12)
[ ] Pre-commencement communications pursuant to Rule 14d-2(b) under the
Exchange Act (17 CFR 240.14d-2(b))
[ ] Pre-commencement communications pursuant to Rule 13e-4(c) under the
Exchange Act (17 CFR 240.13e-4(c))
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<page>
Item 8.01 Other Events
On October 15, 2004, DBRS Ltd. confirmed short-term ratings at R-1 and placed
long-term ratings under review with negative implications for General Motors
Corporation (GM) and General Motors Acceptance Corporation (GMAC). Their press
releases follow.
Date of Release: Oct 15, 2004
Confirms Short-Term Ratings at R-1 (low)
Current Date: Friday, October 15, 2004
Issuer Debt Rated Rating Action Rating Trend
- ------ ------------- ------------- ------ -----
General Motors Commercial Paper Confirmed R-1 Stb
Acceptance (low)
Corporation
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General Motors Commercial Paper Confirmed R-1 Stb
Acceptance (low)
Corporation (N.Z.)
Limited
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General Motors Commercial Paper Confirmed R-1 Stb
Acceptance (low)
Corporation (U.K.)
plc
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General Motors Commercial Paper Confirmed R-1 Stb
Acceptance (guar. by GMAC) (low)
Corporation of
Canada, Limited
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General Motors Commercial Paper Confirmed R-1 Stb
Acceptance (low)
Corporation,
Australia
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General Motors Commercial Paper Confirmed R-1 Stb
Corporation (low)
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General Motors of Commercial Paper Confirmed R-1 Stb
Canada Limited (low)
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GMAC Bank GmbH Commercial Paper Confirmed R-1 Stb
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GMAC Commercial Commercial Paper Confirmed R-1 Stb
Mortgage Bank Europe, (low)
plc
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GMAC Commercial Commercial Paper Confirmed R-1 Stb
Mortgage Japan, K.K. (low)
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GMAC International Commercial Paper Confirmed R-1 Stb
Finance B.V. (low)
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GMAC, Australia Commercial Paper Confirmed R-1 Stb
(Finance) Limited (low)
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Note: General Motors Acceptance Corporation of Canada, Limited,; General Motors
Acceptance Corporation (N.Z.) Limited, General Motors Acceptance Corporation
(U.K.) plc; General Motors Acceptance Corporation, Australia; GMAC Bank GmbH;
GMAC Commercial Mortgage Bank Europe, plc.; GMAC Commercial Mortgage Japan,
K.K.; and GMAC, Australia (Finance) Limited debt is GMAC Guaranteed by General
Motors Acceptance Corporation.
DBRS is confirming the above ratings of the General Motors group of companies
("GM") at R-1 (low), all with Stable trends. The confirmations reflect GM's
above average liquidity and balance sheet strength with strong internal cash
flow generation and its strong ability to repay short-term liabilities as they
fall due. All these factors are consistent with a R-1 (low) rating.
Date of Release: Oct 15, 2004
Places Long-Term Ratings Under Review with Negative Implications
Current Date: Friday, October 15, 2004
Issuer Debt Rated Rating Action Rating Trend
------------- ------ -----
General Motors Senior Long-Term Under Review - A (low) Stb
Acceptance Debt Negative
Corporation
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General Motors Medium & Long-Term Under Review - A (low) Stb
Acceptance Debt Negative
Corporation (N.Z.)
Limited
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General Motors Notes & Debentures Under Review - A (low) Stb
Acceptance (guar. by GMAC) Negative
Corporation of
Canada, Limited
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General Motors Medium & Long-Term Under Review - A (low) Stb
Acceptance Debt Negative
Corporation,
Australia
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General Motors Long-Term Debt Under Review - A (low) Stb
Corporation Negative
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General Motors Convertible Under Review - A (low)y Stb
Corporation Debentures Negative
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General Motors Ind. Dev. Empower. Under Review - A (low) Stb
Corporation Zone Rev. Bds., Negative
S2004 (Issued by NYC
Ind. Dev. Agency,
Guar. by GMC)
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General Motors of Long-Term Debt Under Review - A (low) Stb
Canada Limited Negative
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GMAC Bank GmbH Medium & Long-Term Under Review - A (low) Stb
- -------------- Debt Negative
GMAC Commercial Long-Term Debt Under Review - A (low) Stb
Mortgage Funding, plc Negative
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GMAC Commercial Medium & Long-Term Under Review - A (low) Stb
Mortgage Japan, K.K. Debt Negative
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GMAC International Medium & Long-Term Under Review - A (low) Stb
Finance B.V. Debt Negative
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Note: General Motors Acceptance Corporation of Canada, Limited; General Motors
Acceptance Corporation (N.Z.) Limited; General Motors Acceptance Corporation,
Australia; GMAC Bank GmbH, GMAC Commercial Mortgage Funding, plc; GMAC
Commercial Mortgage Japan, K.K.; and GMAC International Finance B.V. debt is
guaranteed by General Motors Acceptance Corporation.
DBRS is placing the long-term debt ratings of the General Motors group of
companies ("GM") "Under Review with Negative Implications" for the following
reasons: (1) The ongoing losses in Europe, which DBRS expected to have
stabilized by now; (2) The high level of health care costs, and the diminished
likelihood of a fall-off in the health care cost trend; (3) The high price of
gasoline, which could affect demand and eventually reduce margins in the highly
profitable SUV and pickup product lines; (4) The long-term decline in the GM
passenger car market share, which DBRS expected to have stabilized; and (5) The
continued use of high incentives, which although showing signs of stabilizing,
is still affecting margins. All five factors have been issues of focus for some
time, but DBRS expected faster improvement in Europe and stabilization of health
care costs, in particular.
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DBRS is a Toronto-based, full-service credit rating agency established in 1976.
Privately owned and operated without affiliation to any organization, DBRS is
respected for its independent, third-party evaluations of corporate and
government issues, spanning North America, Europe and Asia. DBRS's extensive
coverage of securitizations and structured finance transactions solidifies our
standing as a leading provider of comprehensive, in-depth credit analysis.
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Information contained herein is obtained by DBRS from sources believed by it to
be accurate and reliable. Due to the possibility of human or mechanical error as
well as other factors, such information is provided "as is" without warranty of
any kind and DBRS, in particular, makes no representation or warranty, express
or implied, as to the accuracy, timeliness, completeness, merchantability or
fitness for any particular purpose of any such information. DBRS shall not be
liable in contract, tort or otherwise for: (a) any loss or damage in whole or in
part caused by, resulting from, or relating to, any error (negligent or
otherwise) or other circumstance or contingency within or outside the control of
DBRS or any of its directors, officers, employees, independent contractors, or
agents in connection with, or related to, obtaining, collecting, compiling,
analyzing, interpreting, communicating, publishing or delivering any such
information; or (b) any direct, indirect, special, consequential, compensatory
or incidental damages whatsoever (including, without limitation, lost profits),
even if DBRS is advised in advance of the possibility of such damages, resulting
from the use of or inability to use, any such information. In addition to the
foregoing, the rights of subscribers of DBRS are governed by the terms and
conditions of the applicable Subscription Agreement. In the event of any
conflict between this document and the Subscription Agreement, the Subscription
Agreement shall govern (without limitation, a conflict shall not include the
failure of the Subscription Agreement to cover a matter covered herein). The
credit ratings, if any, constituting part of the information contained herein
are, and must be construed solely as, statements of opinion and not statements
of fact or recommendations to purchase, sell or hold any securities.
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the
registrant has duly caused this report to be signed on its behalf by the
undersigned hereunto duly authorized.
GENERAL MOTORS ACCEPTANCE CORPORATION
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(Registrant)
Dated: October 18, 2004 /s/ SANJIV KHATTRI
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Sanjiv Khattri
Executive Vice President,
Chief Financial Officer and Director
Dated: October 18, 2004 /s/ LINDA K. ZUKAUCKAS
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Linda K. Zukauckas
Vice President and Corporate Controller