General Motors Corporation

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IN THE MATTER OF GENERAL MOTORS CORPORATION, ET AL.

MODIFYING ORDER IN REGARD TO ALLEGED VIOLATION OF SEC. 5 OF THE FEDERAL TRADE COMMISSION ACT Docket 9074. Consent Order, June 11, 1980—-Modifying Order, March 4, 1988 The Federal Trade Commission has modified a 1980 consent order (95 F.T.C. 825) with respondents by changing the accounting procedures for the sale of repossessed cars and light trucks. The Commission has replaced the repossession accounting procedure with a “repossession guide” which respondents must provide to its dealers. ORDER REOPENING THE PROCEEDING AND MODIFYING CEASE AND DESIST ORDER On November 5, 1987, General Motors Corporation (GM) and General Motors Acceptance Corporation (GMAC) filed a petition pursuant to Rule 2.51 of the Commission’s Rules of Practice, 16 CFR 2.51, and Part VIILB of the order in this matter, to reopen the proceeding and modify the order issued against GM and GMAC on June 11, 1980, in Docket No. 9074, 95 FTC 825.

This matter arose out of allegations that certain franchised General Motors dealerships and certain dealerships owned in whole or in part by GM were failing to account for and pay to defaulting customers surpluses generated by the sale of repossessed motor vehicles.!1 A complaint was issued against GM, [4] GMAC and a franchised GM dealer on February 10, 1976. Similar complaints were issued against Chrysler Corporation (D.9072), Ford Motor Company (D.9073), their respective credit subsidiaries, and a franchised dealer of each. GM and GMAC consented to the order that is the subject of this decision. Similar consent orders were issued against Chrysler and Ford and their respective credit subsidiaries.

A principal feature of each of these orders is a repossession accounting procedure that dealers of these automobile manufacturers were to use in conjunction with the disposition of repossessed motor vehicles returned to them under a recourse or repurchase agreement. The repossession accounting procedure was intended to bring about the uniform calculation of surpluses and deficiencies resulting from the 15 1 8 3 7 2 831 2307 34 51 78.339798 Thes 1 8 3 7 3 877 2307 112 51 96.789795 obligations 1 8 3 7 4 1001 2307 22 51 96.995773 of5 1 8 3 7 5 1035 2328 34 21 96.899490 thes 1 8 3 7 6 1078 2328 189 21 91.917007 secured.creditors 1 8 3 7 7 1275 2335 25 14 96.773796 or5 1 8 3 7 8 1308 2328 33 21 96.773796 his5 1 8 3 7 9 1351 2331 115 22 96.682991 guarantor5 1 8 3 7 10 1476 2332 21 17 96.966934 to5 1 8 3 7 11 1506 2331 89 19 96.692459 accounts 1 8 3 7 12 1603 2329 33 20 96.839241 for5 1 8 3 7 13 1645 2329 40 20 96.801445 ands 1 8 3 7 14 1696 2335 41 19 96.606720 pays 1 8 3 7 15 1746 2330 108 23 96.439903 surpluses5 1 8 3 7 16 1864 2330 67 20 96.982773 arises5 1 8 3 7 17 1939 2332 38 18 96.990334 outs 1 8 3 7 18 1985 2329 25 20 96.877991 of5 1 8 3 7 19 2016 2329 78 20 96.999313 Article4 1 8 3 8 0 784 2361 1309 26 -1 5 1 8 3 8 1 784 2361 56 21 96.914513 Nine5 1 8 3 8 2 848 2361 26 21 96.512894 of5 1 8 3 8 3 878 2361 36 21 96.972633 thes 1 8 3 8 4 923 2361 97 21 96.644699 Uniforms 1 8 3 8 5 1030 2361 138 21 96.602135 Commercials 1 8 3 8 6 1177 2361 56 21 96.616325 Codes 1 8 3 8 7 1243 2362 75 23 96.557236 (UCC),5 1 8 3 8 8 1327 2362 68 21 96.810318 which5 1 8 3 8 9 1404 2363 39 19 96.883041 has5 1 8 3 8 10 1451 2362 53 21 96.201454 been5 1 8 3 8 11 1513 2362 91 25 96.978271 adopted5 1 8 3 8 12 1612 2362 27 25 96.918869 by5 1 8 3 8 13 1648 2363 25 19 96.919403 495 1 8 3 8 14 1682 2365 66 18 96.856216 states5 1 8 3 8 15 1756 2362 42 21 96.856216 ands 1 8 3 8 16 1807 2363 36 20 97.016769 thes 1 8 3 8 17 1852 2363 88 20 96.944305 Districts 1 8 3 8 18 1948 2363 24 20 96.989883 of5 1 8 3 8 19 1977 2362 116 21 96.592873 Columbia.4 1 8 3 9 0 784 2395 1309 26 -1 5 1 8 3 9 1 784 2395 73 21 96.510780 Under5 1 8 3 9 2 865 2395 37 21 96.151573 thes 1 8 3 9 3 910 2395 61 24 96.535599 UCC,5 1 8 3 9 4 979 2402 13 14 96.909218 a5 1 8 3 9 5 1000 2396 88 20 96.441109 secured5 1 8 3 9 6 1097 2398 68 23 96.634125 party,5 1 8 3 9 7 1174 2396 55 20 97.000984 after5 1 8 3 9 8 1237 2397 143 23 96.575012 repossessions 1 8 3 9 9 1390 2396 40 20 96.430504 ands 1 8 3 9 10 1439 2396 123 25 96.430504 dispositions 1 8 3 9 11 1571 2397 24 19 96.131844 of5 1 8 3 9 12 1600 2396 37 20 96.131844 thes 1 8 3 9 13 1645 2396 113 23 96.195503 collateral,5 1 8 3 9 14 1767 2397 17 19 96.945221 is5 1 8 3 9 15 1793 2397 99 23 96.890533 required5 1 8 3 9 16 1900 2399 22 17 96.978333 to5 1 8 3 9 17 1930 2399 89 17 97.006149 accounts 1 8 3 9 18 2026 2399 22 17 95.984215 to5 1 8 3 9 19 2056 2396 37 20 95.984215 thea 1 8 3 10 0 784 2428 1309 27 -1 5 1 8 3 10 1 784 2428 118 25 96.544678 defaulting5 1 8 3 10 2 910 2428 67 25 96.796272 buyers 1 8 3 10 3 985 2429 33 20 96.684792 for5 1 8 3 10 4 1027 2436 40 17 96.532608 any5 1 8 3 10 5 1076 2429 85 25 96.934105 surplus5 1 8 3 10 6 1169 2430 24 19 96.997139 of5 1 8 3 10 7 1198 2430 101 24 96.969353 proceeds5 1 8 3 10 8 1307 2430 55 19 96.948341 from5 1 8 3 10 9 1371 2430 35 19 96.779526 thes 1 8 3 10 10 1415 2429 44 21 97.005836 sales 1 8 3 10 11 1468 2436 23 13 96.925255 or5 1 8 3 10 12 1499 2430 123 25 96.530212 dispositions 1 8 3 10 13 1631 2430 25 19 96.883537 of5 1 8 3 10 14 1660 2430 37 20 96.997726 thes 1 8 3 10 15 1705 2430 107 20 96.496078 collateral5 1 8 3 10 16 1821 2431 21 19 96.496078 in5 1 8 3 10 17 1851 2436 72 14 96.378555 excess5 1 8 3 10 18 1931 2430 26 20 96.924377 of5 1 8 3 10 19 1961 2430 36 19 96.767029 thes 1 8 3 10 20 2005 2432 88 17 96.813873 amount2 1 9 0 0 0 784 2461 1309 59 -1 3 1 9 1 0 0 784 2461 1309 59 -1 4 1 9 1 1 0 784 2461 1309 27 -1 5 1 9 1 1 1 784 2461 81 21 96.884758 needed5 1 9 1 1 2 875 2464 21 18 96.488525 to5 1 9 1 1 3 907 2462 74 25 96.461586 satisfy5 1 9 1 1 4 992 2462 27 20 96.973778 all5 1 9 1 1 5 1029 2463 88 19 96.729027 secured5 1 9 1 1 6 1127 2462 155 23 96.564034 indebtedness,5 1 9 1 1 7 1293 2463 123 19 96.781677 reasonable5 1 9 1 1 8 1426 2469 102 19 96.074730 expenses5 1 9 1 1 9 1538 2463 25 19 96.074730 of5 1 9 1 1 10 1569 2463 104 24 96.681335 retaking,5 1 9 1 1 11 1684 2463 91 25 96.931061 holding,5 1 9 1 1 12 1786 2464 115 24 96.910995 preparing5 1 9 1 1 13 1910 2464 33 18 96.765350 for5 1 9 1 1 14 1953 2464 50 21 94.991974 sale,5 1 9 1 1 15 2013 2463 80 24 96.763695 selling,4 1 9 1 2 0 784 2495 792 25 -1 5 1 9 1 2 1 784 2495 42 20 96.103851 ands 1 9 1 2 2 836 2496 36 19 96.103851 thes 1 9 1 2 3 883 2496 48 22 96.467690 like,5 1 9 1 2 4 942 2496 41 19 96.608337 ands 1 9 1 2 5 994 2495 108 20 96.553917 allowable5 1 9 1 2 6 1112 2496 54 24 70.903542 legal5 1 9 1 2 7 1177 2499 55 16 96.524933 costs5 1 9 1 2 8 1241 2497 42 19 96.661148 ands 1 9 1 2 9 1294 2497 50 19 96.477905 fees.5 1 9 1 2 10 1355 2497 38 19 92.992661 Sees 1 9 1 2 11 1402 2496 72 20 90.448730 U.C.C.5 1 9 1 2 12 1485 2496 11 24 90.171982 §5 1 9 1 2 13 1506 2497 70 19 95.791862 9-504. Modifying Order 110 F.T.C.

resale of repossessed motor vehicles by Chrysler, Ford, and GM dealers. Each of these orders also contained a most favored corporation provision. In the GM order that provision is found at Part VIILB. It reads as follows:

“In the event any of the proceedings presently bearing Docket Nos. 9072, 9073 or 9074 result in a final adjudicated or consent order prescribing standards less restrictive (including deferral to state law) than a corresponding provision or provisions of this order relative to (1) the disposition of repossessed vehicles, (2) the determination, calculation or communication of the existence [5] or amount of surpluses or deficiencies, or the time or manner of paying or accounting for surpluses, or (8) the determination or communication of reinstatement or redemption rights (including their duration and/or the amount necessary to reinstate or redeem), then the Commission shall, within 120 days of a General Motors respondent’s request pursuant to Section 2.51 of the Commission’s Rules of Practice, reopen this proceeding and order modifications of this order to such less restrictive standards proscribed in the other order(s). The enumeration of subject matter contained in clauses (1), (2) and (3) of this paragraph is exclusive.”

It is implicit in the application of uniform standards such as the repossession accounting standards that GM, Ford and Chrysler have required their dealers to follow under their respective orders, that those applying such standards will bear similar added costs. A function of uniformity is to avoid creating an artificial competitive imbalance among those affected. The purpose of Part VIII.B is to avoid creating such a competitive imbalance if a similarly situated respondent is able to demonstrate the need for less restrictive standards. On April 3, 1987, we issued our decision modifying the order against Ford and Ford Credit in Docket No. 9073. We concluded, based on the materials submitted, that it was in the public interest to defer to state law with respect to the subject matter enumerated in clauses (1) and (2) of the most favored corporation provision set out above and accordingly ordered modification to that order consistent therewith. Since there is now a final order in a related proceeding prescribing less restrictive standards with respect to enumerated [6] subject matter and GM and GMAC having petitioned to modify their order in the same manner as that granted Ford, we conclude that the modifications requested are warranted.

It is therefore ordered, That the proceeding be reopened and that the final order issued June 11, 1980, in Docket No. 9074 be, and it hereby is modified to read as follows:

I. DEFINITIONS It is ordered, That for purposes of this order the following definitions shall apply:

GENERAL MOTORS CORPORATION, ET AL. 167 165 Modifying Order A. “General Motors respondents” or “respondents” means General Motors Corporation (“General Motors”) and General Motors Acceptance Corporation (“GMAC”), corporations. References to General Motors respondents shall include their successors, assignees, officers, agents, representatives and employees, as well as any corporations, subsidiaries, divisions or devices through which they act in the United States. However, references to General Motors shall not include GMAC and references to General Motors respondents shall not include dealerships. The requirements imposed on the General] Motors | respondent shall apply only to transactions within the United States. B. “Vehicle” means an automobile or truck with a gross vehicle weight rating less than 11,000 pounds (4,990 kilograms) or a motor home. The term includes all [7] parts, accessories and appurtenances of the vehicle. A van is deemed a “truck.” C. “Dealership” or “dealer” means a corporation, partnership or proprietorship as to its operations within the United States pursuant to a Sales and Service Agreement with General Motors’ Buick, Cadillac, Chevrolet, Oldsmobile, or Pontiac divisions, or the GMC Truck Division.

D. “Retail sale” means the sale of a vehicle by a dealer, other ‘than for purposes of resale (e.g., sales to dealers or wholesalers), lease or rental, to a customer who is not a fleet purchaser. E. “Recourse financing” means the financing of a retail sale subject to an agreement between a financing institution and a dealership (generally called a “repurchase”, “recourse,” or “guaranty” agreement) which provides that the dealership is obligated to pay off the outstanding obligation to the financing institution after receiving a transfer of the repossessed vehicle.

F. “Equity dealership” means a dealership in which General Motors holds 50 percent or more of the voting stock or is entitled to elect 50 percent or more of the board of directors. G. “Financing customer” means a purchaser of a vehicle [8] from a dealership by means of a retail installment contract. H. “Disposition” or “dispose” means a dealership’s sale or lease of a repossessed vehicle previously sold by that dealership and returned to it by or for a financing institution pursuant to a recourse agreement. Such sale or lease includes only transactions with an independent third party; i.e., it does not include a sale or lease to the financing institution, the dealership or a representative of either. Disposition or dispose shall not mean the transfer of a repossessed vehicle to a dealership pursuant to a recourse agreement, or to a person or firm liable under a guaranty, endorsement, or recourse agreement covering the repossessed vehicle, nor mean a sale subsequent to a judicial sale.

Modifying Order 110 F.T.C.

I. “Proceeds” means whatever is received for a repossessed vehicle upon its disposition, as proceeds are described in the Initial Compliance Report. Among other things, it does not include charges for separately priced warranties and service contracts itemized in the sales contract or lease.

J. “Allowable expenses” means commercially reasonable expenses allowable under applicable state law. The expenses must be reasonable and directly resulting from the repossessing, holding, preparing for disposition [9] and disposing of the vehicle, and not otherwise reimbursed to the dealership disposing of the vehicle. K. “Contract balance” means (1) the unpaid balance as of the date of repossession, less any payments made thereafter and less applicable finance charge, insurance premium and service contract rebates deducted by the financing institution, plus (2) other charges authorized by contract or law and actually assessed or incurred prior to repossession. It may reflect a deduction for insurance, service contract and warranty payments received or to be received by the financing institution.

L. “Surplus” means:

+ proceeds + applicable insurance or warranty reimbursements received by the dealership or financing institution unless these reimbursements were deducted in computing the contract balance + any other applicable rebates or credits not deducted in computing the contract balance — allowable expenses ~ amounts paid to discharge any [10] security interest in the vehicle provided for by law = Surplus. A negative (minus) amount produced by this calculation is referred to as a “deficiency”

M. “Pay” or “paid,” in reference to payment of a surplus, means a commercially reasonable attempt to pay.

II. REPOSSESSION ACCOUNTING PROCEDURES It is further ordered, That General Motors shall provide to all dealers within 60 days of service of this modified order, and to each new dealer within 30 days of entering into a Sales and Service Agreement, guidelines for determining the existence of surpluses and for accounting for surpluses and for any deficiencies sought. A. These guidelines (the “repossession accounting guide”) shall, by physical insertion or as a supplement, be made a part of the General Motors uniform accounting system referred to in the various dealer GENERAL MOTORS CORPORATION, ET AL. 169 165 Modifying Order Sales and Service Agreements between General Motors and its dealers. These agreements provide that this system (currently called the “General Motors Dealers Standard Accounting System Manual”) should be followed in dealership operations. The repossession accounting guidelines shall also be incorporated into any [11] subsequent set or compendium of comparable instructions. B. The repossession accounting guidelines shall include a standardized form (“dealer repossession accounting form’) which dealers should use in determining for each vehicle the existence and amount of any surplus and of any deficiency sought, and in recording payment of each surplus, in accordance with the provisions of Paragraph C below.

C. The repossession accounting procedures shall provide that: 1. Each surplus should be determined and paid to the recourse financing customer within a reasonable period of time of disposition in accordance with a method conforming to Paragraphs I.H through LL of this order;

2. Expenses other than allowable expenses should not be deducted in calculating surpluses and deficiencies sought; 3. Dispositions should be commercially reasonable. The dealer should make the same efforts to obtain the best available price for a repossessed vehicle as would be made for a comparable used vehicle, except that a dealer is not required to offer a warranty without extra charge even though such [12] warranties are provided on other used vehicles.

4. If any rebate owed to the recourse financing customer’s account has not been received at the time the dealer repossession accounting form is completed, such rebate should be applied for promptly; 5. If any rebate is received after completion of the dealer repossession accounting form, any surplus or deficiencies should be redetermined and any remaining surplus paid within a reasonable time of disposition or within a reasonable time of receiving the rebate, whichever is later;

6. The dealer repossession accounting form should be prepared by the dealer for each disposition of a repossessed vehicle and: a. should set forth the calculations of each surplus and of each deficiency sought;

b. should identify the vehicle and the financing customer and should be signed by a person authorized to sign retail installment contracts on behalf of the dealership; [13] c. a copy of the form should be sent with the surplus payment to each recourse financing customer to whom a surplus is paid and Modifying Order 110 F.T.C.

should be sent to each recourse financing customer from whom a deficiency is sought; and d. should be retained by the dealer, together with all relevant underlying documentations, for at least two years from the date of disposition.

7. Dealers should not obtain waivers of surplus or redemption rights from recourse financing customers, except as allowable under applicable state law.

8. Failure to account for and pay surpluses to customers may expose the dealer to legal action. , III. EQUITY DEALERSHIPS PROCEDURES It is further ordered, That:

A. General Motors shall require each General Motors employee who is a director of an equity dealership to: 1. Provide the “repossession accounting guide” described in Part II of this order to each such dealership; and 2. Vote for resolutions so each such dealership [14] handles repossessions in accordance with applicable state law. IV. GMAC RETAIL PLAN CHANGES, DEFICIENCY REPRESENTATIONS, POST-REPOSSESSION NOTICES It is further ordered, That GMAC:

A. Shall, in connection with the extension and enforcement of retail credit obligations relating to the sale of vehicles by dealers, cease and desist from:

1. Purchasing a repossessed vehicle at or through any type of sale (title clearance) conducted by GMAC.

2. Misrepresenting, directly or indirectly, orally, in writing, or in any other manner, that the debtor may be liable to pay a deficiency where GMAC knows or should know that it is not entitled under state or federal law to collect a deficiency.

38. Collecting or attempting to collect a deficiency from a defaulting customer, or from his or her successors or assigns, where GMAC knows or should know that (a) it is not entitled under state or federal law to collect such deficiency, or (b) such deficiency is greater than the amount determined in accordance with the definitions set forth in Part J of this order. For purposes of this subparagraph, the [15] definitions of “proceeds” and “allowable expenses” will apply to GMAC’s own dispositions.

4, Obtaining waivers of redemption or surplus rights from financing customers, except as allowable under state law. GENERAL MOTORS CORPORATION, ET AL. 171 165 Modifying Order B. Shall incorporate, by addendum or otherwise, provisions to the following effect into its Retail Plan as it relates to recourse financing, and into any subsequent edition or successor document: 1. dealers are to permit redemption by the customer whose vehicle has been repossessed, at any time until there is a binding agreement for disposition;

2. dealers are to permit redemption in accordance with the postrepossession notice sent by GMAC to the customer; 3. dealers are to determine whether a surplus exists on a recourse financing repossession according to the repossession accounting procedures described in Part II of this order; 4, in determining surpluses and deficiencies, dealers are not to deduct expenses other than allowable expenses; [16] 5. dealers are to account for and pay each surplus within a reasonable period of time of disposition.

C. Shall develop revised retail installment contract forms which (except as modified as described in Paragraph D below) include a clear, concise statement in lay language that, in the event of repossession:

1. no expenses other than reasonable expenses incurred as a direct result of repossessing, holding, preparing for disposition and disposing of the vehicle may be deducted from the proceeds in determining a surplus or deficiency; and 2. any surplus realized on the resale or other disposition of the vehicle is to be paid to the customer.

D. Shall distribute the revised retail installment contract forms to all dealers who use GMAC forms after the Commission issues a final rule or final adjudicated order not less restrictive than the Paragraph C statements of allowable expenses and the duty to any surpluses. If the final rule or final adjudicated order is less restrictive than the Paragraph C statements, GMAC shall complete the distribution after the Commission has modified Paragraph C to render it consistent with the final rule or final adjudicated [17] order. GMAC shall direct its branch offices that after the distribution to a dealership of the revised GMAC retail installment contract forms, they are not to purchase from the dealership GMAC forms of retail installment contracts that are not on the revised forms. E. Shall establish and follow a procedure for uniformly sending a written notice (“post-repossession notice”) to GMAC financing customers as soon as practicable after repossession. 1. GMAC shall periodically examine its branches’ files, in accordance with its usual monitoring procedures to determine whether the Modifying Order 110 F.T.C.

post-repossession notices have been and are being sent and shall institute appropriate actions to assure that the procedure for sending post-repossession notices is adhered to.

2. The post-repossession notice shall have a GMAC heading and shall specify in clear, lay language:

a. the name and address of the place at which the vehicle is being stored and the address and telephone number of the GMAC branch office to be contacted; [18] b. the date or interval of time within which the customer may redeem by reinstating the contract in states where the creditor is required to permit reinstatement of the contract; c. the amount necessary to redeem by reinstating the contract at the time the notice is dated, if the customer is entitled to or will be permitted to redeem by reinstatement;

d. the net amount necessary to redeem by discharging the customer’s obligation at the time the notice is dated, except where the customer is entitled to or will be permitted reinstatement until the vehicle is disposed of:

e. the date or interval of time prior to which the vehicle will not be disposed of;

f. that the vehicle can be redeemed at any time prior to a binding agreement for its disposition; [19] g. that additional expenses may be incurred and may increase the amount necessary to redeem the vehicle if redemption is delayed (as further described in the Initial Compliance Report); h. that GMAC should be contacted for further information about getting the vehicle back;

i. that any surplus resulting from a sale or lease is to be paid to the customer within a reasonable time after disposition (the notice may also state that an agreement between the dealer and GMAC provides that the dealer is to pay any surplus);

j. that failure to account for and pay a surplus may give the customer a right to sue for the amount of the surplus and for any penalties provided by law k. that the customer will be liable for a deficiency or that the deficiency cannot be collected (the [20] notice is to include the applicable language only);

1. that the customer should call the insurance company or the dealer to make sure that any insurance or service contract has been cancelled and that the customer has a right to credit for any refunds. F. Shall issue no new materials to dealers inconsistent with this order.

G. In any action by the Commission seeking civil penalties for a GENERAL MOTORS CORPORATION, ET AL. 173 165 Modifying Order violation of subparagraphs A.2-.4 and Paragraph E, GMAC may not be held liable if it shows by a preponderance of evidence that the violation was not intentional and resulted from a bona fide error notwithstanding the maintenance of procedures reasonably adapted to avoid any such error. In applying this paragraph, judicial interpretations of Section 130(c) of the Truth in Lending Act, 15 U.S.C. 1640(c) (1974), shall be used.

V. EFFECT OF INCONSISTENT RULE OR ORDER It is further ordered, That:

A. In the event the Federal Trade Commission issues a final Trade Regulation Rule establishing standards less restrictive on automobile manufacturers, financing companies or dealerships than a corresponding provision [21] or provisions of this order relative to (1) the disposition of repossessed vehicles, (2) the determination, calculation or communication of the existence or amount of surpluses or deficiencies, or the time or manner of paying or accounting for surpluses, or (3) the determination or communication of reinstatement or redemption rights (including their duration and/or the amount necessary to reinstate or redeem), then such less restrictive standards shall, on the effective date of the Rule, supersede and replace the corresponding provision(s) of this order. The enumeration of subject matter contained in clauses (1), (2) and (3) of this Paragraph is exclusive. However, the General Motors respondents shall advise the Commission of their intention to rely upon any provision of a Trade Regulation Rule as having superseded any provision of this order 30 days in advance of reliance thereon.

B. In the event any of the proceedings presently bearing Docket Nos. 9072, 9073 or 9074 result in a final adjudicated or consent order prescribing standards less restrictive (including deferral to state law) than a corresponding provision or provisions of this order relative to (1) the disposition of repossessed vehicles, (2) the determination, calculation or communication of the existence or amount of surpluses [22] or deficiencies, or the time or manner of paying or accounting for surpluses, or (3) the determination or communication of reinstatement or redemption rights (including their duration and/or the amount necessary to reinstate or redeem), then the Commission shall, within 120 days of a General Motors respondent’s request pursuant to Section 3.72 of the Commission’s Rules of Practice, reopen this proceeding and order modifications of this order or other relief as necessary and appropriate to conform this order to such less restrictive standards prescribed in the other order(s). The enumeration of Modifying Order 110 F.T.C.

such matter contained in clauses (1), (2) and (3) of this paragraph is exclusive.

VI. STANDARD REPORTING AND RECORDKEEPING It is further ordered, That:

A. The General Motors respondents shall maintain complete business records relative to the manner and form of their continuing compliance with this order. These include, but are not limited to, copies of notices sent to financing customers pursuant to Part IV. The General Motors respondents shall retain all such records for at least three years and shall, upon reasonable notice, make them available for inspection and photocopying by authorized representatives of the Federal Trade Commission. [23] B. Promptly following service of this order, General Motors shall distribute a copy of this order to its car divisions, GMC Truck Division, and Motors Holding Division unless previously furnished, and GMAC shall distribute a copy of this order to each of its regional managers, unless previously furnished.

C. Each of the General Motors respondents shall notify the Commission at least 30 days prior to any proposed corporate change which may negate any of the obligations of the General Motors respondents arising out of this order. Such changes include dissolution, assignment or sale resulting in the emergence of a successor corporation or corporations, the discontinuance of General Motors present program for investing in equity dealerships, and the creation or dissolution of subsidiaries or any other change which may have such effect. No notice need be provided in the event of General Motors terminating, reducing or acquiring any interest in an equity dealership. ROCHESTER ANESTHESIOLOGISTS, ET AL. 175 175 Complaint