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, 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)
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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):
[ ] 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))
Item 3.02 Unregistered Sales of Equity
Securities.
Effective
June 30, 2009 and as previously disclosed, GMAC LLC was converted (the
“Conversion”) from a Delaware limited liability company into a Delaware
corporation in accordance with applicable law, and was renamed “GMAC
Inc.” In connection with the Conversion, the 7% Cumulative Perpetual
Preferred Stock (the “Blocker Preferred”) of Preferred Blocker Inc. (“PBI”), a
wholly-owned subsidiary of GMAC Inc. (“GMAC”), was required to be converted into
or exchanged for preferred stock of GMAC. For this purpose, GMAC had
previously authorized for issuance its 7% Fixed Rate Cumulative Perpetual
Preferred Stock, Series G (the “Series G Preferred”).
Pursuant
to the terms of a Certificate of Merger, effective October 15, 2009 (the
“Effective Time”) PBI has merged with and into GMAC, with GMAC continuing as the
surviving entity (the “Merger”). At the Effective Time, each
share of the Blocker Preferred issued and outstanding immediately prior to the
Effective Time was converted into the right to receive an equal number of newly
issued shares of Series G Preferred. In the aggregate, 2,576,601
shares of Series G Preferred were issued in connection with the
Merger.
In
connection with the Merger, GMAC’s keep-well agreement with PBI terminated in
accordance with its terms. The keep-well agreement had previously
obligated GMAC to provide funds to PBI necessary to pay all expenses and unpaid
dividends on the Blocker Preferred in the event that dividend payments on Fixed
Rate Cumulative Perpetual Preferred Stock, Series E (the “Series E Preferred”),
held by PBI were insufficient to pay in full such expenses and declared and
unpaid dividends on the Blocker Preferred. In addition, each share of
Series E Preferred previously held by PBI was canceled and returned to
authorized but unissued status.
The
Series G Preferred has substantially the same rights, preferences and economic
benefits as previously provided to holders of the Blocker Preferred pursuant to
the terms and conditions of the Blocker Preferred and Series E
Preferred. Among other terms, the Series G Preferred will bear
interest at a rate of 7% per annum and will rank equally in right of payment
with each of GMAC’s outstanding series of preferred stock in accordance with the
terms thereof. The additional terms and conditions applicable to the
Series G Preferred are included in GMAC’s Certification of Incorporation, dated June 30, 2009, which is included
as Exhibit 3.2 hereto and is incorporated by reference
herein.
Separately,
FIM Coinvestors Holdings I LLC, FIM CB Holdings LLC, CB FIM LLC, CB FIM
Coinvestors I, LLC, and CB FIM Coinvestors, LLC (collectively, the “FIM
Entities”), each of which holds GMAC common stock, have entered into agreements
with GMAC (the “Restructuring Agreements”) to restructure their common stock
investments. Effective October 15, 2009, GMAC exchanged all of the
GMAC common stock previously held by each FIM Entity (the “Old Common Stock”)
for new shares of GMAC common stock (the “New Common Stock”) with identical
terms to the Old Common Stock in an amount equal to the number of shares of Old
Common Stock acquired from each respective FIM Entity. Under the
Restructuring Agreements, each FIM Entity is obligated to distribute the New
Common Stock to its equity holders (the “FIM Investors”) and dissolve and
terminate its existence as soon as practicable following October 15,
2009. As a result, the FIM Investors will hold common stock of GMAC
directly and not through their investments in the FIM Entities.
The
Series G Preferred and the New Common Stock were issued in reliance on
Section 4(2) of the Securities Act of 1933, as amended.
Item
9.01 Financial Statements
and Exhibits.
(d) Exhibits.
The following exhibits are filed
herewith:
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Exhibit
No.
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Description of Exhibit
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3.2
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GMAC Inc. Certificate of
Incorporation, dated June 30, 2009, incorporated by reference to Exhibit
3.2 filed with GMAC’s Current Report on Form 8-K filed with the
Securities and
Exchange Commission
on July 1, 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:
October 16,
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 and
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Controller
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EXHIBIT
INDEX
The
following exhibits are filed herewith:
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Exhibit
No.
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Description of Exhibit
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3.2
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GMAC Inc. Certificate of
Incorporation, dated June 30, 2009, incorporated by reference to Exhibit
3.2 filed with GMAC’s Current Report on Form 8-K filed with the
Securities and
Exchange Commission
on July 1, 2009.
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