Unassociated Document
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
June
30, 2009
(Date of
report; date of
earliest
event reported)
Commission file number:
1-3754
GMAC
INC.
(Exact
name of registrant as specified in its charter)
Delaware
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38-0572512
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(State
or other jurisdiction of
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(I.R.S.
Employer
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incorporation
or organization)
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Identification
No.)
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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):
o Written
communications pursuant to Rule 425 under the Securities Act (17 CFR
230.425)
o Soliciting
material pursuant to Rule 14a-12 under the Exchange Act (17 CFR
240.14a-12)
o Pre-commencement
communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR
240.14d-2(b))
o Pre-commencement
communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR
240.13e-4(c))
Item
1.01
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Entry
into a Material Definitive
Agreement.
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On June
30, 2009, GMAC LLC, the predecessor to GMAC Inc. (“GMAC”), and GM Preferred
Finance Co. Holdings LLC (“GM HoldCo”) entered into a registration rights
agreement (the “GM Registration Rights Agreement”) relating to GMAC’s Series A
Preferred Stock, held by GM HoldCo as a result of the Conversion (as defined in
Item 3.03 below). Pursuant to the GM Registration Rights Agreement,
GMAC will, subject to certain conditions, at its own cost, file a shelf
registration statement covering the Series A Preferred Stock within 15 days
after the date that GMAC files its Form 10-Q for the third quarter of 2009 (the
“Shelf Filing Deadline”). GMAC will use its commercially reasonable
efforts to have the shelf registration statement declared or become effective
and to keep it effective until all shares of Series A Preferred Stock registered
thereunder are either sold pursuant to an effective registration statement or in
a private transaction in which GM Holdco’s rights under the GM Registration
Rights Agreement are not transferred, are eligible for resale under Rule 144
without regard to volume or manner of sale, or have ceased to be
outstanding. Under certain circumstances, GMAC is obligated to
facilitate underwritten offerings pursuant to the shelf registration statement
on behalf of a holder of Series A Preferred Stock.
At any
time following the Shelf Filing Deadline, if there is no effective shelf
registration statement covering the Series A Preferred Stock, subject to certain
limitations, GM HoldCo or any holder of Series A Preferred Stock may request
registration under the Securities Act of all or any portion of the Series A
Preferred Stock held by such holder on Form S-1 or any similar long-form
registration or on Form S-3 or any similar short-form registration, if
available. GMAC will not be obligated to effectuate (i) more than one
registration in response to such a demand in any 12-month period; or (ii) any
non-underwritten registration in response to such a demand for any securities
that may be sold without restriction under Rule 144 at the time of such
demand.
Subject
to certain exceptions, if GMAC proposes to register any of its equity securities
other than Series A Preferred Stock in an underwritten offering, or in any
registration at any time when there is no effective shelf registration statement
covering the Series A Preferred Stock, and the registration form may be used for
the Series A Preferred Stock, GMAC must give notice to holders of its Series A
Preferred Stock and, subject to certain limitations, provide an opportunity to
such holders to include their Series A Preferred Stock in such registration
statement.
A copy of
the GM Registration Rights Agreement is included as Exhibit 10.1 hereto and is
incorporated by reference herein. The foregoing summary is qualified in its
entirety by reference thereto.
Item
3.03
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Material
Modification to Rights of Security
Holders.
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Effective
June 30, 2009, GMAC LLC was converted (the “Conversion”) from a Delaware limited
liability company into a Delaware corporation pursuant to Section 18-216 of the
Delaware Limited Liability Company Act and Section 265 of the Delaware General
Corporation Law, and was renamed “GMAC Inc.” The Conversion became
effective upon the filing with the Secretary of State of Delaware of a
Certificate of Conversion and Certificate of Incorporation. Bylaws of
GMAC Inc. were also adopted in connection with the Conversion. As a
result of the Conversion, GMAC will be subject to corporate U.S.
federal, state and local taxes beginning in the third quarter of 2009.
Additionally, following the Conversion GMAC will recognize
deferred tax assets and liabilities. The Conversion will facilitate
implementation of the registration rights that GMAC has provided to its common
and certain of its preferred shareholders.
Each unit
of each class of membership interest issued and outstanding immediately prior to
the Conversion has been converted into shares of capital stock of GMAC with
substantially the same rights and preferences as such membership
interests. Holders of GMAC LLC’s common membership interests received
an equivalent number of shares of common stock of GMAC Inc. Holders
of GMAC LLC’s GM Preferred Membership Interests received an equivalent number of
shares of GMAC’s Fixed Rate Perpetual Preferred Stock, Series
A. Holders of GMAC LLC’s Class C Membership Interests received an
equivalent number of shares of GMAC’s Preferred Stock, Series
C-1. Holders of GMAC LLC’s Class D-1 Fixed Rate Cumulative Perpetual
Preferred Membership Interests received an equivalent number of shares of GMAC’s
Fixed Rate Cumulative Perpetual Preferred Stock, Series D-1. Holders
of GMAC LLC’s Class D-2 Fixed Rate Cumulative Perpetual Preferred Membership
Interests received an equivalent number of shares of GMAC’s Fixed Rate
Cumulative Perpetual Preferred Stock, Series D-2. Holders of GMAC
LLC’s Class E Fixed Rate Perpetual Preferred Membership Interests received an
equivalent number of shares of GMAC’s Fixed Rate Perpetual Preferred Stock,
Series E. Holders of GMAC LLC’s Class F Fixed Rate Cumulative
Mandatorily Convertible Preferred Membership Interests received an equivalent
number of shares of GMAC’s Fixed Rate Cumulative Mandatorily Convertible
Preferred Stock, Series F.
Following
the Conversion, GMAC has issued and outstanding common stock, Series A Preferred
Stock, Series C Preferred Stock, Series D-1 Preferred Stock, Series D-2
Preferred Stock, Series E Preferred Stock and Series F Preferred Stock. In
connection with the Conversion, preferred stock currently issued by Preferred
Blocker Inc., a wholly-owned subsidiary of GMAC, must be converted into or
exchanged for preferred stock of GMAC. GMAC has separately authorized
for issuance Series G Preferred Stock for this purpose.
The
Certificate of Conversion, Certificate of Incorporation (including the terms of
each series of GMAC’s preferred stock), and the Bylaws of GMAC Inc. are attached
hereto as Exhibits 3.1, 3.2 and 3.3, respectively, and are incorporated by
reference herein.
Item
5.03
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Amendments
to Articles of Incorporation or Bylaws; Change in Fiscal
Year.
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The
information set forth under “Item 3.03 Material Modification to Rights of
Security Holders” is incorporated herein by reference.
Item
9.01
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Financial
Statements and Exhibits
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Exhibit No.
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Description
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3.1
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GMAC
Inc. Certificate of Conversion, dated June 30, 2009
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3.2
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GMAC
Inc. Certificate of Incorporation, dated June 30, 2009
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3.3
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Bylaws
of GMAC Inc., dated June 30, 2009
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10.1
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Registration
Rights Agreement between GMAC Inc. and GM Preferred Finance Co. Holdings
LLC, dated June 30,
2009
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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.
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GMAC
Inc. |
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(Registrant) |
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Dated:
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July 1, 2009
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/S/ David J. DeBrunner
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David
J. DeBrunner
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Vice
President, Chief Accounting Officer
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and
Controller
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EXHIBIT
INDEX
Exhibit No.
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Description
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3.1
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GMAC
Inc. Certificate of Conversion, dated June 30, 2009
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3.2
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GMAC
Inc. Certificate of Incorporation, dated June 30, 2009
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3.3
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Bylaws
of GMAC Inc., dated June 30, 2009
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10.1
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Registration
Rights Agreement between GMAC Inc. and GM Preferred Finance Co. Holdings
LLC, dated June 30, 2009
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