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, 1998
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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 CORPORATION
SAVINGS INCENTIVE PLAN
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(Full title of the plan)
General Motors Corporation
100 Renaissance Center, Detroit, Michigan 48265-1000
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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
100 Renaissance Center
Detroit, Michigan 48265-1000
- 1 -
FINANCIAL STATEMENTS AND EXHIBIT
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(a) FINANCIAL STATEMENTS AND SUPPLEMENTAL SCHEDULES
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Page No.
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The GMAC Mortgage Corporation Savings Incentive Plan:
Independent Auditors' Report ............................ 3
Statements of Net Assets Available for Benefits,
December 31, 1998 and 1997 ............................ 4
Statements of Changes in Net Assets Available for
Benefits for the Years Ended December 31, 1998 and 1997 5
Notes to Financial Statements ........................... 6
Supplemental schedules at December 31, 1998
and for the year then ended:
Item 27a-Schedule of Assets Held for Investment
Purposes, December 31, 1998.......................... 25
Item 27d-Schedule of Reportable Transactions for the
Year Ended December 31, 1998......................... 27
(b) EXHIBIT
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Exhibit 23 - Consent of Independent Auditors ................ 28
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
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(Name of Plan)
Date June 23, 1999 By
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/s/Dennis W. Sheehan
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(Dennis W. Sheehan,
Managing Director and
Chief Financial Officer,
GMAC Mortgage Group, Inc.)
- 2 -
INDEPENDENT AUDITORS' REPORT
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To the Trustees and Participants of
The GMAC Mortgage Corporation Savings Incentive Plan
Horsham, Pennsylvania
We have audited the accompanying statements of net assets available for benefits
of The GMAC Mortgage Corporation Savings Incentive Plan (the "Plan") as of
December 31, 1998 and 1997, 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 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,
1998 and 1997, and the changes in net assets available for benefits for the
years then ended in conformity with generally accepted accounting principles.
Our audits were conducted for the purpose of forming an opinion on the basic
financial statements taken as a whole. The supplemental schedules of (1) assets
held for investment purposes as of December 31, 1998 and (2) reportable
transactions for the year ended December 31, 1998 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 information by fund in
the statements of net assets available for benefits included in the financial
statements and the statements of changes in net assets available for benefits
included in the notes to the financial statements is presented for the purpose
of additional analysis rather than to present the net assets available for
benefits and changes in net assets available for benefits of the individual
funds. The supplemental schedules and supplemental information by fund is the
responsibility of the Plan's management. Such supplemental schedules and
supplemental information by fund 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
May 21, 1999
- 3 -
THE GMAC MORTGAGE CORPORATION SAVINGS INCENTIVE PLAN
STATEMENT OF NET ASSETS AVAILABLE FOR BENEFITS, DECEMBER 31, 1998 and 1997.
1998 1997
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Investments:
Fidelity Growth & Income Fund $39,461,334 $26,091,988
Fidelity Magellan Fund 19,516,469 10,840,157
Fidelity Managed Income Fund 19,448,903 17,561,281
Fidelity Contrafund 16,814,738 10,051,039
Fidelity Asset Manager Fund 11,087,508 8,358,365
Fidelity Retirement Government Money
Market Fund 7,119,306 3,025,022
Fidelity Overseas Fund 3,115,533 2,070,312
Fidelity OTC Portfolio Fund 2,939,290 962,804
Fidelity Puritan Fund 1,724,204 602,710
Fidelity Small Cap Stock Fund 1,735,418 1,074,633
Fidelity Ginnie Mae Fund 1,685,173 1,075,610
Fidelity Freedom Income Fund 245,235 5,339
Fidelity Freedom 2000 Fund 350,264 30,584
Fidelity Freedom 2010 Fund 958,607 147,950
Fidelity Freedom 2020 Fund 824,053 255,749
Fidelity Freedom 2030 Fund 1,003,177 326,766
General Motors Unitized Stock Fund 31,010,764 21,738,980
First Union Financial Corp.
Common Stock 1,436,030 1,828,832
Raytheon Class A Stock Fund 1,025,514 1,119,985
Loans Receivable 4,410,987 3,661,406
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TOTAL INVESTMENTS 165,912,507 110,829,512
Dividends Receivable - 11,359
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NET ASSETS AVAILABLE FOR BENEFITS $165,912,507 $110,840,871
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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, 1998 and 1997.
1998 1997
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Interest and dividends $8,287,865 $5,966,572
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Net appreciation in the fair
value of investments 18,039,486 10,696,223
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Contributions:
Employee 16,762,249 9,614,224
Employer 7,509,976 4,864,570
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Total contributions 24,272,225 14,478,794
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Distributions to participants (7,793,345) (4,858,024)
Transfer from Wells Fargo 6,472,238 -
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Rollovers 5,793,167 4,169,378
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Increase in net assets available
for benefits during the year 55,071,636 30,452,943
Net assets available for benefits
at beginning of year 110,840,871 80,387,928
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Net assets available for benefits
at end of year $165,912,507 $110,840,871
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See Notes to Financial Statements.
- 5 -
THE GMAC MORTGAGE CORPORATION SAVINGS INCENTIVE PLAN
NOTES TO FINANCIAL STATEMENTS
FOR THE YEARS ENDED DECEMBER 31, 1998 AND 1997
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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 restated
effective January 1, 1998, primarily to clarify existing plan features and
to effect administrative changes. The Plan is subject to the provisions of
the Employee Retirement Income Security Act of 1974, as amended.
The Plan is a defined contribution plan with a cash or deferred
arrangement for employees of the Company, its participating subsidiaries
and any related entities electing to adopt the Plan. The employees may
elect to participate and must meet certain eligibility requirements.
Subsidiaries or related entities participating in the Plan include:
GMAC Mortgage Corporation of PA ("GMAC Mortgage") GMAC Residential
Funding Corporation ("GMAC-RFC") GMAC Commercial Mortgage Corporation
("GMAC Commercial Mortgage")
- 6 -
THE GMAC MORTGAGE CORPORATION SAVINGS INCENTIVE PLAN
Acquisitions by the Company and subsidiaries affecting the Plan:
Acquisition Acquisition # of Type of Plan Year
Entity Acquired Date Type Employees Transfer (1,2) Amount (3) Affected (4)
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1998
GMAC Mortgage
Wells Fargo Company 06/01/1998 Net Assets 350 Trust to Trust $6,472,000
Better Homes &
Gardens Real Estate
Services Company 07/01/1998 Net Assets 130 Rollover
Argonaut Relocation
Services Company 10/01/1998 Net Assets 120 Rollover
GMAC-RFC
Main America Capital
Company 06/05/1998 Net Assets 16 Rollover
GMAC Commercial Mortgage
McCracken Financial
Services 06/01/1998 Net Assets 44 Rollover
GMAC Mortgage 1999
Carlson Real Estate
Company (6) 12/03/1998 Stock 230 Trust to Trust 637,000
Norwood Real Estate
Company (6) Net Assets
Landry, Lyons & Whyte
Company (6) Net Assets
Morrell & Associates
Company 12/14/1998 Stock 38 Trust to Trust 195,000
DiTech Funding Corp. 04/01/1999 Net Assets 638 (5)
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
GMAC Commercial Mortgage
Newman and Associates
Company 07/01/1998 Stock 60 Trust to Trust 926,000
See Notes on next page.
- 7 -
THE GMAC MORTGAGE CORPORATION SAVINGS INCENTIVE PLAN
Notes:
(1) Trust to Trust transfers involve mapping the funds from the former
entity's plan to the Company's current plan. Funds are directly
transferred from the former entity's trustee to the Company's
trustee.
(2) Rollovers afford the former entity's plan participants the
opportunity to roll their funds into the Company's Plan. Participants
are eligible to rollover to the Company's Plan as of the entity's
acquisition date.
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.
(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 1998 plan year are included in the current
year activity noted within the statement of changes of net assets
available for benefits.
(5) Prior to their acquisition by the Company, DiTech Funding Corporation
employees did not participate in a 401(k) plan. Upon acquisition,
employees of the former DiTech Funding Corporation were eligible for
participation in the Company's Plan. Employees will be vested in
accordance with the Plan's vesting schedule and their original dates
of hire.
(6) 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.
The Plan is sponsored and administered by the Company. At December 31,
1998 and 1997, 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. 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.
- 8 -
THE GMAC MORTGAGE CORPORATION SAVINGS INCENTIVE PLAN
. 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 12% of compensation (subject to a limit of $10,000 and $9,500 for the
years ended December 31, 1999 and 1997, respectively). The Employee
contribution limitation is evaluated annually to determine if an
adjustment for cost of living increases to the extent permitted by the
Internal Revenue Code of 1986, as amended (the "Code"). Effective July 1,
1997, the contribution level was increased from 9% to 12%. The Company
will match an Employee'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 Employee's election, employee
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 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 vested 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.
- 9 -
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 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 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 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 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.
- 10 -
THE GMAC MORTGAGE CORPORATION SAVINGS INCENTIVE PLAN
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 OTC Portfolio Fund - 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.
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 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.
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, Fidelity Freedom 2010, Fidelity Freedom 2020, and Fidelity
Freedom 2030.
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 1998 and 1997,
contributions to each participant's Matching Account are invested in the
GM Unitized Stock Fund.
First Union Financial Corp. Common Stock (formerly CoreStates Financial
Corp. Common Stock) - The 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.
- 11 -
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 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 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.
- 12 -
THE GMAC MORTGAGE CORPORATION SAVINGS INCENTIVE PLAN
The number of participants in each Investment Fund or Option as of
December 31, 1998 and 1997 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 1998 1997
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Fidelity Growth & Income Fund 3,509 2,551
Fidelity Magellan Fund 2,698 1,772
Fidelity Managed Income Fund 1,372 1,391
Fidelity Contrafund 2,128 1,564
Fidelity Asset Manager Fund 1,330 1,192
Fidelity Retirement Government
Money Market Fund 3,472 687
Fidelity Overseas Fund 963 706
Fidelity OTC Portfolio Fund 702 316
Fidelity Puritan Fund 633 230
Fidelity Small Cap Stock Fund 683 325
Fidelity Ginnie Mae Fund 488 324
Fidelity Freedom Income Fund 39 7
Fidelity Freedom 2000 Fund 69 7
Fidelity Freedom 2010 Fund 191 34
Fidelity Freedom 2020 Fund 230 44
Fidelity Freedom 2030 Fund 255 47
GM Unitized Stock Fund 4,874 3,471
First Union Financial Corp. Common Stock 22 23
Raytheon Common Stock Fund 2,889 3,425
- 13 -
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, 1998 and 1997 are
as follows:
1998 1997
Number NAV Per Number NAV Per
of Units Unit of Units Unit
-------- ------- -------- -------
Investment
Fidelity Growth & Income
Fund 860,849 $45.840 684,829 $38.100
Fidelity Magellan Fund 161,533 120.820 113,784 95.270
Fidelity Managed Income
Fund 19,448,903 1.000 17,561,281 1.000
Fidelity Contrafund 296,086 56.790 215,549 46.630
Fidelity Asset Manager
Fund 637,580 17.390 455,497 18.350
Fidelity Retirement Gov't
Money Market Fund 7,119,306 1.000 3,024,042 1.000
Fidelity Overseas Fund 86,591 35.980 63,624 32.540
Fidelity OTC Portfolio Fund 67,369 43.630 28,783 33.450
Fidelity Puritan Fund 85,910 20.070 31,100 19.380
Fidelity Small Cap Stock
Fund 122,299 14.190 67,460 15.930
Fidelity Ginnie Mae Fund 154,745 10.890 98,770 10.890
Fidelity Freedom Income
Fund 21,935 11.180 503 10.620
Fidelity Freedom 2000 Fund 28,407 12.330 2,721 11.240
Fidelity Freedom 2010 Fund 72,076 13.300 12,656 11.690
Fidelity Freedom 2020 Fund 59,072 13.950 21,437 11.930
Fidelity Freedom 2030 Fund 72,223 13.890 27,253 11.990
GM Unitized Stock Fund 2,003,279 15.480 1,705,018 12.750
First Union Financial Corp.
Common Stock 23,614 60.810 22,718 80.500
Raytheon Common Stock Fund 93,912 10.920 107,691 10.400
- 14 -
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, 1998, there were approximately $2,746,000 and
$1,949,000 of new borrowings and principal repayments, respectively. At
December 31, 1998, there were 818 loans outstanding with an average
balance and interest rate of $5,392 and 9.76%, respectively. At December
31, 1997, there were 667 loans outstanding with an average balance and
interest rate of $5,489 and 9.51%, respectively.
Two of the employees of the Company who serves on the Pension Committee
also have outstanding loans receivable. Loan activity for these
individuals for the years ended December 31, 1998 and 1997 is as follows:
1998 1997
---- ----
New Loans $31,000 $24,000
Principal Repayments 43,274 10,294
Average Balance at December 31 16,165 8,026
Average Rate 9.875% 9.667%
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.
- 15 -
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 $247,000 and $167,000 during the years ended December 31,
1998 and 1997, 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, 1998 and 1997,
the Plan had the following GM stock transactions:
1998 1997
---- ----
Total dollar amount of purchases $11,460,372 $6,022,831
Total dollar amount of sales 7,578,507 3,311,504
11. SCHEDULE OF INVESTMENTS EXCEEDING 5% OF NET ASSETS
Description Market
Identity of Issue of Investment Cost Value
Fidelity Management Trust Company, Inc.
Growth and Income Fund Growth and Income Fund $27,784,482 $39,461,334
Magellan Fund Growth Fund 14,774,346 19,516,469
Managed Income Fund Stable Value Fund 19,448,903 19,448,903
Contrafund Growth Fund 13,514,533 16,814,738
Asset Manager Fund Asset Allocation Fund 10,819,024 11,087,508
General Motors Unitized
Stock Fund Common Stock Fund 21,317,889 31,010,764
- 16 -
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 BY FUND
FOR THE YEAR ENDED DECEMBER 31, 1998
SUPPLEMENTAL INFORMATION
----------------------------------------------------------------
FIDELITY FIDELITY FIDELITY
GROWTH & FIDELITY MANAGED ASSET
INCOME MAGELLAN INCOME FIDELITY MANAGER
TOTALS FUND FUND FUND CONTRAFUND FUND
----------- ----------- ---------- --------- ---------- -----------
Interest and dividends $8,287,865 $2,135,093 $857,760 $1,104,871 $1,269,112 $1,996,661
----------- ----------- ----------- ----------- ----------- ----------
Net appreciation (depreciation)
in fair value of investments 18,039,486 6,067,278 3,595,268 - 2,437,099 (517,370)
----------- ----------- ----------- ----------- ----------- ----------
Contributions:
Employee 16,762,249 4,149,019 2,578,584 974,700 2,409,525 1,025,085
Employer 7,509,976 (10,805) (21,732) (1,459) (10,239) (296)
----------- ----------- ----------- ----------- ----------- ----------
Total contributions 24,272,225 4,138,214 2,556,852 973,241 2,399,286 1,024,789
----------- ----------- ----------- ----------- ----------- ----------
Distributions to participants (7,793,345) (1,580,723) (670,546) (1,078,507) (588,128) (425,558)
----------- ----------- ----------- ----------- ----------- ----------
Transfer from Wells Fargo 6,472,238 1,580,339 - 45,065 - 1,080,728
Rollovers 5,793,167 1,269,294 1,231,935 147,355 607,141 160,442
----------- ----------- ----------- ----------- ----------- ----------
Transfers among investment options - (240,149) 1,105,043 695,597 639,189 (590,549)
----------- ----------- ----------- ----------- ----------- ----------
Increase (decrease) in net assets
available for benefits
during the year 55,071,636 13,369,346 8,676,312 1,887,622 6,763,699 2,729,143
Net assets available for benefits
at beginning of year 110,840,871 26,091,988 10,840,157 17,561,281 10,051,039 8,358,365
----------- ----------- ----------- ----------- ----------- ----------
Net assets available for benefits
at end of year $165,912,507 $39,461,334 $19,516,469 $19,448,903 $16,814,738 $11,087,508
=========== =========== =========== =========== =========== ==========
- 17 -
THE GMAC MORTGAGE CORPORATION SAVINGS INCENTIVE PLAN
STATEMENT OF CHANGES IN NET ASSETS AVAILABLE FOR BENEFITS BY FUND
FOR THE YEAR ENDED DECEMBER 31, 1998 - Continued
SUPPLEMENTAL INFORMATION
--------------------------------------------------------------------------------------
FIDELITY
RETIREMENT FIDELITY
GOVERNMENT FIDELITY OTC FIDELITY FIDELITY FIDELITY
MONEY MARKET OVERSEAS PORTFOLIO PURITAN SMALL CAP GINNIE MAE
FUND FUND FUND FUND STOCK FUND FUND
----------- ---------- ------------ ------------- ------------ ------------
Interest and dividends $237,167 $70,785 $143,511 $134,891 $67,979 $91,631
----------- ----------- ----------- ----------- ----------- -----------
Net appreciation (depreciation)
in fair value of investments - 185,983 495,938 49,386 (212,779) (2,496)
----------- ----------- ----------- ----------- ----------- -----------
Contributions:
Employee 941,055 723,211 490,354 359,620 591,645 272,063
Employer 44,029 (443) (1) (909) (45) (221)
----------- ----------- ----------- ----------- ----------- -----------
Total contributions 985,084 722,768 490,353 358,711 591,600 271,842
----------- ----------- ----------- ----------- ----------- -----------
Distributions to participants (433,464) (157,533) (68,527) (61,996) (107,735) (265,313)
----------- ----------- ----------- ----------- ----------- -----------
Transfer from Wells Fargo 1,639,312 224,426 561,757 - - 164,495
Rollovers 543,270 90,222 192,166 363,124 221,991 178,626
----------- ----------- ----------- ----------- ----------- -----------
Transfers among investment options 1,122,915 (91,430) 161,288 277,378 99,729 170,778
----------- ----------- ----------- ----------- ----------- -----------
Increase (decrease) in net assets
available for benefits
during the year 4,094,284 1,045,221 1,976,486 1,121,494 660,785 609,563
Net assets available for benefits
at beginning of year 3,025,022 2,070,312 962,804 602,710 1,074,633 1,075,610
----------- ----------- ----------- ----------- ----------- -----------
Net assets available for benefits
at end of year $7,119,306 $3,115,533 $2,939,290 $1,724,204 $1,735,418 $1,685,173
=========== =========== =========== =========== =========== ===========
- 18 -
THE GMAC MORTGAGE CORPORATION SAVINGS INCENTIVE PLAN
STATEMENT OF CHANGES IN NET ASSETS AVAILABLE FOR BENEFITS BY FUND
FOR THE YEAR ENDED DECEMBER 31, 1998 - Continued
SUPPLEMENTAL INFORMATION
--------------------------------------------------------------------------------------
FIDELITY FIDELITY FIDELITY FIDELITY FIDELITY GENERAL MOTORS
FREEDOM FREEDOM FREEDOM FREEDOM FREEDOM UNITIZED
INCOME FUND 2000 FUND 2010 FUND 2020 FUND 2030 FUND STOCK FUND
----------- ---------- ------------ ------------- ------------ ------------
Interest and dividends $6,722 $12,776 $39,394 $29,599 $37,418 $18,422
----------- ----------- ----------- ----------- ----------- -----------
Net appreciation (depreciation)
in fair value of investments 4,182 11,245 54,498 80,217 93,823 5,389,919
----------- ----------- ----------- ----------- ----------- -----------
Contributions:
Employee 31,499 52,715 192,683 200,035 184,975 928,023
Employer - - - - 32 7,519,167
----------- ----------- ----------- ----------- ----------- -----------
Total contributions 31,499 52,715 192,683 200,035 185,007 8,447,190
----------- ----------- ----------- ----------- ----------- -----------
Distributions to participants (196) (3,639) (4,588) (47,938) (10,067) (1,267,987)
----------- ----------- ----------- ----------- ----------- -----------
Transfer from Wells Fargo 37,347 109,901 213,945 - 267,980 -
Rollovers 217 49,559 188,478 134,997 145,197 267,500
----------- ----------- ----------- ----------- ----------- -----------
Transfers among investment options
160,125 87,123 129,247 171,394 (42,947) (3,583,260)
----------- ----------- ----------- ----------- ----------- -----------
Increase (decrease) in net assets
available for benefits
during the year 239,896 319,680 810,657 568,304 676,411 9,271,784
Net assets available for benefits
at beginning of year 5,339 30,584 147,950 255,749 326,766 21,738,980
----------- ----------- ----------- ----------- ----------- -----------
Net assets available for benefits
at end of year $245,235 $350,264 $958,607 $824,053 $1,003,177 $31,010,764
=========== =========== =========== =========== =========== ===========
- 19 -
THE GMAC MORTGAGE CORPORATION SAVINGS INCENTIVE PLAN
STATEMENT OF CHANGES IN NET ASSETS AVAILABLE FOR BENEFITS BY FUND
FOR THE YEAR ENDED DECEMBER 31, 1998 - Concluded
SUPPLEMENTAL INFORMATION
---------------------------------------
FIRST UNION RAYTHEON
COMMON COMMON LOAN
STOCK STOCK FUND FUND
----------- ---------- -----------
Interest and dividends $37,073 $- $-
----------- ----------- ---------
Net appreciation (depreciation)
in fair value of investments 245,244 62,051 -
----------- ----------- ---------
Contributions:
Employee - (3,672) 661,130
Employer - (7,102) -
----------- ----------- ---------
Total contributions - (10,774) 661,130
----------- ----------- ---------
Distributions to participants (506,214) (56,194) (458,492)
----------- ----------- ---------
Transfer from Wells Fargo - - 546,943
Rollovers - 1,653 -
----------- ----------- ---------
Transfers among investment options (180,264) (91,207) -
----------- ----------- ---------
Increase (decrease) in net assets
available for benefits
during the year (404,161) (94,471) 749,581
Net assets available for benefits
at beginning of year 1,840,191 1,119,985 3,661,406
----------- ----------- ---------
Net assets available for benefits
at end of year $1,436,030 $1,025,514 $4,410,987
=========== =========== =========
- 20 -
THE GMAC MORTGAGE CORPORATION SAVINGS INCENTIVE PLAN
STATEMENT OF CHANGES IN NET ASSETS AVAILABLE FOR BENEFITS BY FUND
FOR THE YEAR ENDED DECEMBER 31, 1997
SUPPLEMENTAL INFORMATION
----------------------------------------------------------------
FIDELITY FIDELITY FIDELITY
GROWTH & FIDELITY MANAGED ASSET
INCOME MAGELLAN INCOME FIDELITY MANAGER
TOTALS FUND FUND FUND CONTRAFUND FUND
----------- ----------- ---------- --------- ---------- -----------
Interest and dividends $5,966,572 $1,160,779 $652,471 $1,034,472 $930,676 $719,781
----------- ----------- ----------- ----------- ----------- ----------
Net appreciation (depreciation)
in fair value of investments 10,696,223 4,485,669 1,317,802 - 717,186 756,637
----------- ----------- ----------- ----------- ----------- ----------
Contributions:
Employee 9,614,224 2,579,554 1,410,965 983,608 1,620,209 781,427
Employer 4,864,570 (6,681) (4,474) 46,846 (10,028) (1,810)
----------- ----------- ----------- ----------- ----------- ----------
Total contributions 14,478,794 2,572,873 1,406,491 1,030,454 1,610,181 779,617
----------- ----------- ----------- ----------- ----------- ----------
Distributions to participants (4,858,024) (1,303,469) (352,246) (1,138,535) (272,026) (260,457)
----------- ----------- ----------- ----------- ----------- ----------
Rollovers 4,169,378 1,018,674 682,010 348,947 478,825 399,031
----------- ----------- ----------- ----------- ----------- ----------
Transfers among investment options - 921,834 179,977 (2,262,742) 550,409 (299,411)
----------- ----------- ----------- ----------- ----------- ----------
Increase (decrease) in net assets
available for benefits
during the year 30,452,943 8,856,360 3,886,505 (987,404) 4,015,251 2,095,198
Net assets available for benefits
at beginning of year 80,387,928 17,235,628 6,953,652 18,548,685 6,035,788 6,263,167
----------- ----------- ----------- ----------- ----------- ----------
Net assets available for benefits
at end of year $110,840,871 $26,091,988 $10,840,157 $17,561,281 $10,051,039 $8,358,365
=========== =========== =========== =========== =========== ==========
- 21 -
THE GMAC MORTGAGE CORPORATION SAVINGS INCENTIVE PLAN
STATEMENT OF CHANGES IN NET ASSETS AVAILABLE FOR BENEFITS BY FUND
FOR THE YEAR ENDED DECEMBER 31, 1997 - Continued
SUPPLEMENTAL INFORMATION
--------------------------------------------------------------------------------------
FIDELITY
RETIREMENT FIDELITY
GOVERNMENT FIDELITY OTC FIDELITY FIDELITY FIDELITY
MONEY MARKET OVERSEAS PORTFOLIO PURITAN SMALL CAP GINNIE MAE
FUND FUND FUND FUND STOCK FUND FUND
----------- ---------- ------------ ------------- ------------ ------------
Interest and dividends $127,265 $97,894 $59,376 $43,636 $68,085 $49,370
----------- ----------- ----------- ----------- ----------- -----------
Net appreciation (depreciation)
in fair value of investments - 36,279 (57,364) 34,507 42,224 14,367
----------- ----------- ----------- ----------- ----------- -----------
Contributions:
Employee 597,257 411,629 153,737 85,525 143,215 156,843
Employer (18,315) (1,477) - - 1,233 -
----------- ----------- ----------- ----------- ----------- -----------
Total contributions 578,942 410,152 153,737 85,525 144,448 156,843
----------- ----------- ----------- ----------- ----------- -----------
Distributions to participants (267,870) (77,136) (4,321) (4,876) (11,581) (15,931)
----------- ----------- ----------- ----------- ----------- -----------
Rollovers 145,042 239,035 145,590 71,863 205,463 140,582
----------- ----------- ----------- ----------- ----------- -----------
Transfers among investment options 381,031 270,196 665,786 372,055 625,994 263,789
----------- ----------- ----------- ----------- ----------- -----------
Increase (decrease) in net assets
available for benefits
during the year 964,410 976,420 962,804 602,710 1,074,633 609,020
Net assets available for benefits
at beginning of year 2,060,612 1,093,892 - - - 466,590
----------- ----------- ----------- ----------- ----------- -----------
Net assets available for benefits
at end of year 3,025,022 2,070,312 962,804 602,710 1,074,633 1,075,610
=========== =========== =========== =========== =========== ===========
- 22 -
THE GMAC MORTGAGE CORPORATION SAVINGS INCENTIVE PLAN
STATEMENT OF CHANGES IN NET ASSETS AVAILABLE FOR BENEFITS BY FUND
FOR THE YEAR ENDED DECEMBER 31, 1997 - Continued
SUPPLEMENTAL INFORMATION
------------------------------------------------------------------------------------
FIDELITY FIDELITY FIDELITY FIDELITY FIDELITY GENERAL MOTORS
FREEDOM FREEDOM FREEDOM FREEDOM FREEDOM UNITIZED
INCOME FUND 2000 FUND 2010 FUND 2020 FUND 2030 FUND STOCK FUND
----------- ---------- ------------ ------------- ------------ ------------
Interest and dividends $85 $1,000 $5,011 $8,692 $10,544 $657,431
----------- ----------- ----------- ----------- ----------- -----------
Net appreciation (depreciation)
in fair value of investments (46) 248 (1,831) (4,314) (4,142) 3,012,202
----------- ----------- ----------- ----------- ----------- -----------
Contributions:
Employee 704 6,850 22,038 23,824 30,915 605,924
Employer - - - - - 4,859,276
----------- ----------- ----------- ----------- ----------- -----------
Total contributions 704 6,850 22,038 23,824 30,915 5,465,200
----------- ----------- ----------- ----------- ----------- -----------
Distributions to participants - - - - (111) (820,979)
----------- ----------- ----------- ----------- ----------- -----------
Rollovers 1,530 - 16,096 - 145,283 131,407
----------- ----------- ----------- ----------- ----------- -----------
Transfers among investment options 3,066 22,486 106,636 227,547 144,277 (4,105,319)
----------- ----------- ----------- ----------- ----------- -----------
Increase (decrease) in net assets
available for benefits
during the year 5,339 30,584 147,950 255,749 326,766 4,339,942
Net assets available for benefits
at beginning of year - - - - - 17,399,038
----------- ----------- ----------- ----------- ----------- -----------
Net assets available for benefits
at end of year $5,339 $30,584 $147,950 $255,749 $326,766 $21,738,980
=========== =========== =========== =========== =========== ===========
- 23 -
THE GMAC MORTGAGE CORPORATION SAVINGS INCENTIVE PLAN
STATEMENT OF CHANGES IN NET ASSETS AVAILABLE FOR BENEFITS BY FUND
FOR THE YEAR ENDED DECEMBER 31, 1997 - Concluded
SUPPLEMENTAL INFORMATION
---------------------------------------
FIRST UNION
FINANCIAL RAYTHEON
CORP. COMMON LOAN
COMMON STOCK STOCK FUND FUND
----------- ---------- -----------
Interest and dividends $45,251 $- $294,753
----------- ----------- ---------
Net appreciation (depreciation)
in fair value of investments 667,075 (320,276) -
----------- ----------- ---------
Contributions:
Employee - - -
Employer - - -
----------- ----------- ---------
Total contributions - - -
----------- ----------- ---------
Distributions to participants (42,740) - (285,746)
----------- ----------- ---------
Rollovers - - -
----------- ----------- ---------
Transfers among investment options (123,270) 1,440,261 615,398
----------- ----------- ---------
Increase (decrease) in net assets
available for benefits
during the year 546,316 1,119,985 624,405
Net assets available for benefits
at beginning of year 1,293,875 - 3,037,001
----------- ----------- ---------
Net assets available for benefits
at end of year $1,840,191 $1,119,985 $3,661,406
=========== =========== =========
- 24 -
THE GMAC MORTGAGE CORPORATION SAVINGS INCENTIVE PLAN
Item 27a-SCHEDULE OF ASSETS HELD FOR INVESTMENT PURPOSES
DECEMBER 31, 1998
Current
Identity of Issue Description Cost Value
- --------------------------------------- --------------------------------------- ----------- -----------
Participant Loans (Interest rates from
7.5% to 11%) $4,410,987 $4,410,987
Fidelity Management Trust Company, Inc.
Growth and Income Fund (2) Growth & Income Fund 27,784,481 39,461,334
Fidelity Management Trust Company, Inc.
Magellan Fund (2) Growth Fund 14,774,346 19,516,469
Fidelity Management Trust Company, Inc.
Managed Income Fund (2) Stable Value Fund 19,448,903 19,448,903
Fidelity Management Trust Company, Inc.
Contrafund (2) Growth Fund 13,514,533 16,814,738
Fidelity Management Trust Company, Inc.
Asset Manager Fund (2) Asset Allocation Fund 10,819,024 11,087,508
Fidelity Management Trust Company, Inc.
Retirement Government Money Market Fund Money Market Fund 7,119,306 7,119,306
Fidelity Management Trust Company, Inc.
Overseas Fund International Growth Fund 2,937,264 3,115,533
Fidelity Management Trust Company, Inc.
OTC Portfolio Fund Growth Fund 2,485,303 2,939,290
Fidelity Management Trust Company, Inc.
Puritan Fund Balanced Fund 1,661,446 1,724,204
Fidelity Management Trust Company, Inc.
Small Cap Stock Fund Growth Fund 1,879,837 1,735,418
Fidelity Management Trust Company, Inc.
Ginnie Mae Fund Income Fund 1,671,761 1,685,173
-25 -
THE GMAC MORTGAGE CORPORATION SAVINGS INCENTIVE PLAN
Item 27a-SCHEDULE OF ASSETS HELD FOR INVESTMENT PURPOSES - CONTINUED
DECEMBER 31, 1998
Current
Identity of Issue Description Cost Value
- --------------------------------------- --------------------------------------- ----------- -----------
Fidelity Management Trust Company, Inc.
Freedom Income Fund Asset Allocation 240,803 245,235
Freedom 2000 Fund Asset Allocation 342,580 350,264
Freedom 2010 Fund Asset Allocation 908,796 958,607
Freedom 2020 Fund Asset Allocation 757,281 824,053
Freedom 2030 Fund Asset Allocation 928,937 1,003,177
Fidelity Management Trust Company, Inc.
General Motors Unitized Stock Fund (1)(2) Common Stock Fund 21,317,889 31,010,764
First Union Financial Corp.
Common Stock Common Stock 253,559 1,436,030
Raytheon Corp.
Raytheon Class A Common Stock Fund (1) Common Stock Fund 923,208 1,025,514
---------- ----------
TOTAL $134,180,244 $165,912,507
=========== ===========
(1) Party-in-interest
(2) Individual investment represents 5% or more of the Plan's net assets.
- 26 -
THE GMAC MORTGAGE CORPORATION SAVINGS INCENTIVE PLAN
Item 27d-SCHEDULE OF REPORTABLE TRANSACTIONS
FOR THE YEAR ENDED DECEMBER 31, 1998
Total Total Market
Total Dollar Total Dollar Historical Value at
Number of Value of Number of Value of Cost Date of
Identity of Party Description Purchases Purchases Sales Sales of Asset Transaction Net Gain
- -------------------- ------------------ --------- --------- -------- --------- ---------- ----------- ---------
SERIES REPORTABLE TRANSACTIONS
Fidelity Mgmt. Trust
Company. Inc. Managed Income Fund 240 $8,544,792 - - $8,544,792 $8,544,792 -
Fidelity Mgmt. Trust
Company. Inc. Managed Income Fund - - 222 $6,657,170 6,657,170 6,657,170 -
Fidelity Mgmt. Trust
Company. Inc. Growth & Income Fund 252 13,068,919 - - 13,068,919 13,068,919 -
Fidelity Mgmt. Trust
Company. Inc. Growth & Income Fund - - 236 5,766,850 4,452,928 5,766,850 1,313,922
Fidelity Mgmt. Trust
Company. Inc. Magellan Fund 249 7,744,350 - - 7,744,350 7,744,350 -
Fidelity Mgmt. Trust
Company. Inc. Contrafund 248 6,656,521 - - 6,656,521 6,656,521 -
General Motors Corp. General Motors Unitized
Stock Fund 250 11,460,372 - - 11,460,372 11,460,372 -
General Motors Corp. General Motors Unitized
Stock Fund - - 250 7,578,507 5,936,782 7,578,507 1,641,725
Fidelity Mgmt. Trust
Company. Inc. Retirement
Government Money
Market Fund 241 7,340,517 - - 7,340,517 7,340,517 -
- 27 -