SCHEDULE 14A INFORMATION
PROXY STATEMENT PURSUANT TO SECTION 14(A) OF THE
SECURITIES EXCHANGE ACT OFProxy Statement Pursuant to Section 14(a) of
the Securities Exchange Act of 1934 (AMENDMENT NO.(Amendment No. )
Filed by the Registrant [X]/ /
Filed by a Partyparty other than the Registrant [_]/ /
Check the appropriate box:
[_]/X/ Preliminary Proxy Statement
/ / CONFIDENTIAL, FOR USE OF THE
[_] Preliminary Proxy Statement COMMISSION ONLY (AS PERMITTED BY RULE
14A-6(E)14a-6(e)(2))
[X]/ / Definitive Proxy Statement
[_]/ / Definitive Additional Materials
[_]/ / Soliciting Material Pursuant to (S)240.14a-11(c) or (S)Section 240.14a-12
AMERICREDIT CORP.
(NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)
AMERICREDIT CORP.
(NAME OF PERSON(S) FILING PROXY STATEMENT, IF OTHER THAN THE REGISTRANT)- --------------------------------------------------------------------------------
(Name of Registrant as Specified In Its Charter)
- --------------------------------------------------------------------------------
(Name of Person(s) Filing Proxy Statement, if other than the Registrant)
Payment of Filing Fee (Check the appropriate box):
[X]/ / No fee required.
[_]/ / Fee computed on table below per Exchange Act Rules 14a-6(i)(4)
and 0-11.
(1) Title of each class of securities to which transaction applies:
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(2) Aggregate number of securities to which transaction applies:
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(3) Per unit price or other underlying value of transaction computed
pursuant to Exchange Act Rule 0-11 (Set(set forth the amount on which the
filing fee is calculated and state how it was determined):
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(5) Total fee paid:
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0-11(a)(2) and identify the filing for which the offsetting fee was paid
previously. Identify the previous filing by registration statement number,
or the Form or Schedule and the date of its filing.
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[AMERICREDIT LOGO] AMERICREDIT CORP.
200 BAILEY AVENUE
FORT WORTH, TEXAS 76107
----------------801 Cherry Street, Suite 3900
Fort Worth, Texas 76102
NOTICE OF ANNUAL MEETING OF SHAREHOLDERS
TO BE HELD NOVEMBER 4, 1998
----------------
To Our Shareholders:
NOTICE IS HEREBY GIVEN that the 1998Dear AmeriCredit Shareholder:
On Tuesday, November 6, 2001, AmeriCredit Corp. will hold its 2001
Annual Meeting of Shareholders of
AmeriCredit Corp. (the "Company") will be held at the Fort Worth Club, in the
City of306 West Seventh
Street, Fort Worth, Texas on the 4th day of November, 1998,Texas. The meeting will begin at 10:00 a.m.
(local time) forOnly shareholders who owned stock at the following purposes:close of business on
Thursday, September 20, 2001 can vote at this meeting or any adjournments
that may take place. At the meeting we will:
1. To elect eight (8) directorsElect three members of the Board of Directors to
hold office untilterms expiring in 2004;
2. Consider and vote upon the next annual
election of directors by shareholders or until their respective successors
are duly elected and qualified;
2. To consider and act upon a proposal to amend
AmeriCredit's Articles of Incorporation to increase
the AmeriCredit Corp.authorized number of shares of Common Stock from
120,000,000 to 230,000,000;
3. Consider and vote upon the proposal to amend
AmeriCredit's Employee Stock Purchase Plan (the "Purchase Plan") to
increase the number of shares of the Company's common stock, par value $0.01 per share (the
"Common Stock"),Common Stock
reserved under the Purchase Plan from 500,000 shares2,000,000 to
1,000,000 shares of Common Stock;
3. To consider and act upon a proposal to approve and adopt the 1998
Limited Stock Option Plan for AmeriCredit Corp. (the "1998 Plan");3,000,000;
4. To ratifyApprove the appointment byof our independent auditors
for fiscal 2002; and
5. Attend to other business properly presented at the
meeting.
Your Board of Directors recommends that you vote in favor of PricewaterhouseCoopers LLP as independent public accountantsthe
proposals outlined in the Proxy Statement.
At the meeting, we will also report on AmeriCredit's fiscal 2001
business results and other matters of interest to shareholders.
The approximate date of mailing for the Company for the fiscal year ending June 30, 1999;Proxy Statement, proxy card
and 5. To transact such other business as may properly come before the
meeting or any adjournments thereof.
Only shareholders of record at the close of business onAmeriCredit's 2001 Annual Report is September 11, 1998,
the Record Date for24, 2001.
We hope you can attend the Annual Meeting, are entitled to notice of and to vote
at the Annual Meeting. The stock transfer books will not be closed.
You are cordially invited to attend the meeting. Whether or not you expect
tocan
attend, please READ the meeting in person, however,enclosed Proxy Statement. When you are urged to mark, sign, date,
and mailhave done so,
please MARK your votes on the enclosed proxy promptlycard, SIGN AND DATE the proxy
card, and RETURN it to us in the enclosed envelope. Your vote is important,
so that your shares of stock may be
represented and voted in accordance with your wishes and in order that the
presence of a quorum may be assured at the meeting. If you attend the meeting,
you may revokeplease return your proxy and vote in person.
BY ORDER OF THE BOARD OF DIRECTORS
Chriscard promptly.
Sincerely,
CHRIS A. Choate
Secretary
Dated: September 25, 1998CHOATE
SECRETARY
SEPTEMBER 23, 2001
AMERICREDIT CORP.
PROXY STATEMENT
FOR
ANNUAL MEETING OF SHAREHOLDERS
TO BE HELD NOVEMBER 4, 19986, 2001
----------------
SOLICITATION AND REVOCABILITY OF PROXIES
The accompanying proxy is solicited by the Board of Directors on
behalf of AmeriCredit Corp., a Texas corporation ("AmeriCredit" or the
"Company"), to be voted at the 19982001 Annual Meeting of Shareholders of
AmeriCredit (the "Annual Meeting") to be held on November 4, 1998,6, 2001, at the time
and place and for the purposes set forth in the accompanying Notice of Annual
Meeting of Shareholders (the "Notice") and at any adjournment(s) thereof. WHEN
PROXIES IN THE ACCOMPANYING FORM ARE PROPERLY EXECUTED AND RECEIVED, THE SHARES
REPRESENTED THEREBY WILL BE VOTED AT THE ANNUAL MEETING IN ACCORDANCE WITH THE
DIRECTIONS NOTED THEREON; IF NO DIRECTION IS INDICATED SUCH SHARES WILL BE
VOTED FOR THE ELECTION OF DIRECTORS AND IN FAVOR OF THE OTHER PROPOSALS SET
FORTH IN THE NOTICE.
The principal executive offices of AmeriCredit are located at 200 Bailey
Avenue,801
Cherry Street, Suite 3900, Fort Worth, Texas 76107.76102. AmeriCredit's mailing
address is the same as its principal executive offices.
This Proxy Statement and accompanying proxy are being mailed on or
about September 25, 1998.24, 2001. AmeriCredit's Annual Report covering the Company's
fiscal year ended June 30, 19982001 is enclosed herewith, but does not form any
part of the materials for solicitation of proxies.
The enclosed proxy, even though executed and returned, may be revoked
at any time prior to the voting of the proxy by giving written notice of
revocation to the Secretary of the Company at the Company's principal executive
offices or by executing and delivering a later-dated proxy or by attending the
Annual Meeting and voting in person. However, no such revocation shall be
effective until such notice has been received by the Company at or before the
Annual Meeting. Such revocation will not affect a vote on any matters taken
prior to receipt of such revocation. Mere attendance at the Annual Meeting will
not of itself revoke the proxy.
In addition to the solicitation of proxies by use of the mail, the
directors, officers and regular employees of the Company may solicit the return
of proxies either by mail, telephone, telegraph, or through personal contact.
Such officers and employees will not be additionally compensated but will be
reimbursed for out-of-pocket expenses. AmeriCredit has also retained Corporate
Investor Communications, Inc. ("CIC") to assist in the solicitation of proxies
from shareholders and will pay CIC a fee of approximately $7,500$8,000 for its
services and will reimburse such firm for its out-of-pocket expenses. Brokerage
houses and other custodians, nominees, and fiduciaries will be requested to
forward solicitation materials to the beneficial owners. The cost of preparing,
printing, assembling and mailing the Annual Report, the Notice, this Proxy
Statement and the enclosed proxy, as well as the cost of forwarding
solicitation materials to the beneficial owners of shares and other costs of
solicitation, will be borne by AmeriCredit.
12
PURPOSES OF THE MEETING
At the Annual Meeting, the shareholders of AmeriCredit will consider
and vote on the following matters:
1. The election of eight (8)three (3) directors to holdterms of office
untilexpiring at the next
annual electionmeeting of directors by shareholders in 2004, or until their
respective
successors are duly elected and qualified;
2. AThe approval of the proposal to approve an amendmentamend to the AmeriCredit Corp.Company's
Articles of Incorporation to increase the authorized number of shares
of Common Stock from 120,000,000 to 230,000,000;
3. The approval of the proposal to amend the Company's
Employee Stock Purchase Plan (the "Purchase Plan") to increase the
number of shares of the Company's Common Stock reserved under the
Purchase Plan from 500,000 shares2,000,000 to 1,000,000 shares of Common Stock;
3. A proposal to approve and adopt the 1998 Limited Stock Option Plan for
AmeriCredit Corp. (the "1998 Plan");3,000,000;
4. The ratification of the appointment by the Board of
Directors of PricewaterhouseCoopers LLP as independent public
accountants for the Company for the fiscal year ending June 30, 1999;2002;
and
5. The transaction of such other business that may properly
come before the Annual Meeting or any adjournments thereof.
QUORUM AND VOTING
ALL NUMBERS RELATED TO STOCK PRICES AND SHARES OF COMMON STOCK CONTAINED IN
THIS PROXY STATEMENT ARE STATED ON A PRE-SPLIT BASIS (I.E., SUCH NUMBERS DO
NOT REFLECT THE TWO-FOR-ONE STOCK SPLIT PAYABLE IN THE FORM OF A 100% STOCK
DIVIDEND TO BE DISTRIBUTED BY THE COMPANY ON SEPTEMBER 30, 1998).
The record date for the determination of shareholders entitled to
notice of and to vote at the Annual Meeting was the close of business on
September 11,
199820, 2001 (the "Record Date"). On the Record Date, there were
31,098,32084,308,205 shares of Common Stock of the Company, par value $0.01 per share,
outstanding, each of which is entitled to one vote on all matters to be acted
upon at the Annual Meeting. There are no cumulative voting rights. The
presence, in person or by proxy, of holders of a majority of the outstanding
shares of Common Stock entitled to vote at the meeting is necessary to
constitute a quorum to transact business. Assuming the presence of a quorum,
the affirmative vote of the holders of a plurality of the shares of Common
Stock represented at the Annual Meeting is required for the election of
directors and the affirmative vote of the holders of a majority of the shares
of Common Stock votingrepresented at the Annual Meeting is required for the approval
of the amendment to the Purchase
Plan, the approval of the 1998 Plan and for the ratification of the
appointment by the Board of Directors of PricewaterhouseCoopers LLP as
independent public accountants for the Company for the fiscal year ending June
30, 1999.2002. Approval of the amendment to the Company's Articles of Incorporation
to increase the authorized number of shares of Common Stock from 120,000,000 to
230,000,000 requires the affirmative vote of at least two-thirds of the
outstanding shares entitled to vote.
Abstentions and broker non-votes are counted towards determining
whether a quorum is present. Broker non-votes will not be counted in
determining the number of shares voted for or against the proposed matters, and
therefore will not affect the outcome of the vote. Abstentions on a particular
item (other than the election of directors) will be counted as present and
voting for purposes of any item on which the abstention is noted, thus having
the effect of a "no" vote as to that proposal because each proposal (other than
the election of directors) requires the affirmative vote of a majority of the
shares voting at the meeting. With regard to the election of directors, votes
may be cast in favor of or withheld from each nominee; votes that are withheld
will be excluded entirely from the vote and will have no effect.
23
PRINCIPAL SHAREHOLDERS AND STOCK OWNERSHIP OF MANAGEMENT
The following table and the notes thereto set forth certain
information regarding the beneficial ownership of the Company's Common Stock as
of the Record Date, by (i) each current director and nominee for director of
the Company; (ii) each Named Executive Officer (as defined in the "Executive
Compensation--SummaryCompensation-Summary Compensation Table" on page 9__ of this Proxy Statement);
(iii) all present executive officers and directors of the Company as a group;
and (iv) each other person known to the Company to own beneficially more than
five percent of the presently outstanding Common Stock. Unless otherwise
indicated, the address for the following shareholders is 801 Cherry Street,
Suite 3900, Fort Worth, Texas 76102.
COMMON STOCK PERCENT OF
OWNED CLASS OWNED
BENEFICIALLY(1) BENEFICIALLY(1)
--------------- ---------------Common Percent of
Stock Owned Class Owned
Beneficially (1) Beneficially (1)
---------------- ----------------
Regan Partners, L.P. ................................... 2,127,800(2) 6.84%
MontgomeryLiberty Wanger Asset Management, LLC........................ 1,647,000(3) 5.30%
Vinick Asset Management................................. 2,454,400(4) 7.89%L.P. 5,816,900(2) 6.90%
Clifton H. Morris, Jr. ................................. 1,166,947(5) 3.63%Jr 2,349,610(3) 2.74%
Michael R. Barrington................................... 608,700(6) 1.92%Barrington 1,061,746(4) 1.25%
Daniel E. Berce......................................... 798,030(7) 2.50%Berce 1,657,865(5) 1.93%
Edward H. Esstman....................................... 517,606(8) 1.64%Esstman 875,426(6) 1.03%
A. R. Dike.............................................. 30,738(9)Dike 115,000(7) *
James H. Greer.......................................... 230,000(10) *
Gerald W. Haddock....................................... 20,000(11)Greer 528,908(8) *
Douglas K. Higgins...................................... 103,000(12)Higgins 266,000(9) *
Kenneth H. Jones, Jr. .................................. 200,000(13)Jr 215,000(10) *
Michael T. Miller....................................... 53,952(14)Miller 130,316(11) *
All Present Executive Officers and Directors as a Group
(13(16 Persons) (3)(4)(5)(6)(7)(8)(9)(10)(11)(12)(13)(14). 3,982,116 11.44% 7,702,599 8.56%
- -----------------------
* Less than 1%
(1) Except as otherwise indicated, the persons named in the table have sole
voting and investment power with respect to the shares of Common Stock
shown as beneficially owned by them. Beneficial ownership as reported
in the above table has been determined in accordance with Rule 13d-3
under the Securities Exchange Act of 1934, as amended (the "Exchange
Act"). The percentages are based upon 31,098,320[84,308,205] shares outstanding
as of the Record Date, except for certain parties who hold options that
are presently exercisable or exercisable within 60 days of the Record
Date. The percentages for those parties who hold options that are
presently exercisable or exercisable within 60 days of the Record Date
are based upon the sum of 31,098,320[84,308,205] shares outstanding plus the
number of shares subject to options that are presently exercisable or
exercisable within 60 days of the Record Date held by them, as
indicated in the following notes.
(2) As of the Record Date, the Company has been informed that Regan Partners,Liberty Wanger Asset Management, L.P. ("Regan Partners"), Athena Partners, L.P. ("Athena"), Basil P.
Regan, Lenore Robins and Lee R. Robins holdreports holding an aggregate of
2,127,8005,816,900 shares. An additional 145,300 shares are held by certain trusts and other
investment funds controlled by such group of persons, as to which
beneficial ownership is disclaimed. The address of Regan Partners and
Basil P. Regan is 6 East 43rd Street, New York, New York 10017; the
address of Athena, Lenore Robins and Lee R. Robins is 32 East 57th
Street, New York, New York 10022.
(3) As of the Record Date, the Company has been informed that MontgomeryLiberty Wanger Asset Management, LLC ("Montgomery") holds an aggregate of 1,647,000
shares in various investment funds for which Montgomery serves as
investment advisor and over which Montgomery has sole or shared voting
and investment power. The address of MontgomeryL.P.
is 101 California227 West Monroe Street, San Francisco, California 94111.
(4) A Form 13G filed with the Securities and Exchange Commission on August
27, 1998, reports that VGH Partners, L.L.C., Vinick Partners, L.P.,
Vinick Asset Management, L.P., Jeffrey N. Vinick, Michael S. Gordon, Mark
D. Hostetter and Vinick Asset Management, L.L.C. (collectively, the
"Vinick Group") hold
3
an aggregate of 2,454,400 shares. The address for the Vinick Group is 260
Franklin Street, Boston, Massachusetts 02110.
(5)Suite 3000, Chicago, Illinois 60606.
(3) This amount includes 1,075,9991,436,000 shares subject to stock options that are
currently exercisable or exercisable within 60 days. This amount also
includes 38,13676,272 shares of Common Stock in the name of Sheridan C.
Morris, Mr. Morris' wife.
4
(4) This amount includes 951,000 shares subject to stock options that are
currently exercisable or exercisable within 60 days.
(5) This amount includes 1,536,000 shares subject to stock options that are
currently exercisable or exercisable within 60 days.
(6) This amount includes 600,440792,000 shares subject to stock options that are
currently exercisable or exercisable within 60 days.
(7) ThisThe amount includes 765,60760,000 shares subject to stock options that are
currently exercisable or exercisable within 60 days. (8) This amount also
includes 484,333 shares subject to stock options that are
currently exercisable or exercisable within 60 days.
(9)This amount includes 3,5007,000 shares of Common Stock held in the name of Sara B. Dike,
Mr. Dike's wife.
(10)(8) This amount consists of 230,000includes 200,000 shares subject to stock options that are
currently exercisable or exercisable within 60 days. This amount does
not include 19,60639,212 shares of Common Stock held by Mr. Greer's wife as
separate property, as to which Mr. Greer disclaims any beneficial
interest.
(11) This amount consists of 20,000 shares subject to stock options that are
currently exercisable or exercisable within 60 days.
(12)(9) This amount includes 30,000120,000 shares subject to stock options that are
currently exercisable or exercisable within 60 days. This amount does
not include 17,00034,000 shares held in trust for the benefit of certain
family members of Mr. Higgins, as to which Mr. Higgins disclaims any
beneficial interest.
(13)(10) This amount includes 190,000180,000 shares subject to stock options that are
currently exercisable or exercisable within 60 days.
(14)(11) This amount includes 51,840103,680 shares subject to stock options that are
currently exercisable or exercisable within 60 days.
45
ELECTION OF DIRECTORS
(ITEM 1)
On September 7, 1999, the Board of Directors adopted amendments to the
Company's bylaws classifying the Board of Directors into three (3) classes, as
nearly equal in number as possible, each of whom would serve for three years,
with one class being elected each year. The Company's Bylaws provideBoard of Directors believes that
the staggered three-year term of the classified Board of Directors helps assure
the continuity and stability of management of the Company. This continuity and
stability will result from the fact that with the classified Board of
Directors, the majority of the directors at any given time will have prior
experience as directors of the Company. The classified Board of Directors is
also intended to protect shareholders' rights in the event of an acquisition of
control by an outsider which does not have the support of the Board of
Directors.
The Board of Directors has set the number of directors which shall
constitutefor the whole boardensuing
year at eight (8). At the 2001 Annual Meeting, three (3) Class II directors
shall be fixed from timeelected to time by resolutionserve terms expiring at the 2004 Annual Meeting. All three
(3) nominees are currently members of the Board of Directors or shareholders but shall not be less than three (3)
nor more than fifteen (15). At a meeting ofDirectors.
Vacancies occurring on the Board of Directors on August
6, 1998, the number of directors comprisingmay be filled by the Board of
Directors for the ensuing year was setunexpired term of the replacement director's predecessor in
office. In order to be elected, each nominee for director must receive at eight (8). Mr. Gerald W. Haddock has decided to not
seek re-electionleast
the number of votes equal to the Board of Directors and, accordingly, his term will
expire on November 4, the dateplurality of the 1998 Annual Meeting.shares represented at the
meeting, either in person or by proxy. Unless otherwise directed in the
enclosed proxy, it is the intention of the persons named in such proxy to nominate and to vote
the shares represented by such proxy for the election of the following named
nominees forto the officesBoard of directors of the Company to hold office until the next annual meeting of
shareholders or until their respective successors shall haveDirectors.
NOMINEES FOR TERMS EXPIRING IN 2004:
MICHAEL R. BARRINGTON, 42, has been duly elected
and shall have qualified. Other than Mr. Dike, each of the nominees is
presently a director of the Company. Information regarding each nominee is set
forth in the table and text below:
YEAR FIRST
PRINCIPAL OCCUPATION & ELECTED OFFICE(S) HELD IN
NOMINEE AGE BUSINESS ADDRESS DIRECTOR AMERICREDIT
------- --- ---------------------- ---------- -----------------
Clifton H. Morris, Jr. . 63 Chairman of the Board and 1988 Chairman of the Board
Chief Executive Officer and Chief Executive
Officer
AmeriCredit Corp.
200 Bailey Avenue
Fort Worth, TX 76107
Michael R. Barrington... 39 Vice Chairman, President and 1990 Vice Chairman, President
Chief Operating Officer and Chief Operating
AmeriCredit Corp. Officer and Director
200 Bailey Avenue
Fort Worth, TX 76107
Daniel E. Berce......... 44 Vice Chairman and Chief 1990 Vice Chairman and Chief
Financial Officer Financial Officer and
AmeriCredit Corp. Director
200 Bailey Avenue
Fort Worth, TX 76107
Edward H. Esstman....... 57 President and Chief Operating 1996 Executive Vice
Officer President--Auto Finance
Division
AmeriCredit Financial and Director
Services, Inc.
200 Bailey Avenue
Fort Worth, TX 76107
A.R. Dike............... 62 President -- Nominee
Willis Corroon Life, Inc. of
Texas
Suite 3050
301 Commerce Street
Fort Worth, TX 76102
James H. Greer.......... 71 Chairman of the Board 1990 Director
Shelton W. Greer Co., Inc.
3025 Maxroy Street
P.O. Box 7327
Houston, TX 77248
5
YEAR FIRST
PRINCIPAL OCCUPATION & ELECTED OFFICE(S) HELD IN
NOMINEE AGE BUSINESS ADDRESS DIRECTOR AMERICREDIT
------- --- ---------------------- ---------- -----------------
Douglas K. Higgins...... 48 Private Investor 1996 Director
Higgins & Associates
101 W. Randol Mill
Suite 150
Arlington, TX 76011
Kenneth H. Jones, Jr. .. 63 Vice Chairman 1988 Director
KBK Capital Corporation
Suite 2200
301 Commerce Street
Fort Worth, TX 76102
CLIFTON H. MORRIS, JR.Company since
1990. Mr. Barrington has been Vice Chairman, of the Board and Chief Executive Officer and
President of the Company since May 18, 1988,July 2000, and was also President of the
Company from such date until April 1991 and from April 1992 to November 1996.
Mr. Morris is also a director of Service Corporation International, a publicly
held company which owns and operates funeral homes and related businesses, and
Cash America International, a publicly held pawn brokerage company.
MICHAEL R. BARRINGTON has been Vice Chairman, President and
Chief Operating Officer of the Company sincefrom November 1996 anduntil July 2000. From
November 1994 until November 1996, Mr. Barrington was Executive Vice President,
Chief Operating Officer of the Company from November 1994 until November 1996.
Mr. Barrington was a Vice President of the Company from May 1991 until
November 1994. FromCompany. Since its formation in July 1992, until November 1996, Mr.
Barrington washas also the President and Chief Operating Officerbeen a senior executive officer of AmeriCredit Financial
Services, Inc. ("AFSI"), a subsidiary of the Company.
DANIEL E. BERCEDOUGLAS K. HIGGINS, 51, has been Vice Chairman and Chief Financial Officera director of the Company since November 1996 and was Executive Vice President, Chief Financial
Officer and Treasurer for the Company from November 1994 until November 1996.
Mr. Berce was Vice President, Chief Financial Officer and Treasurer for the
Company from May 1991 until November 1994.
EDWARD H. ESSTMAN has been President and Chief Operating Officer of AFSI
since November 1996. Mr. Esstman was Executive Vice President, Director of
Consumer Finance Operations of AFSI from November 1994 until November 1996 and
was Senior Vice President, Director of Consumer Finance of AFSI from AFSI's
formation in July 1992 until November 1994. Mr. Esstman has also been
Executive Vice President--Auto Finance Division for the Company since November
1996 and Senior Vice President and Chief Credit Officer for the Company from
November 1994 until November 1996.
A. R. DIKE has been President of Willis Corroon Life, Inc. of Texas (a
private insurance agency) since 1991. He was Chairman and Chief Executive
Officer of The Insurance Alliance, Inc. from January 1988 until September
1991. Mr. Dike also serves on the Board of Directors of Cash America
International and Hallmark Financial Services, Inc., a publicly held company
engaged in the insurance business.
JAMES H. GREER is Chairman of the Board of Shelton W. Greer Co., Inc. which
engineers, manufactures, fabricates and installs building specialty products,
and has been such for more than five years. Mr. Greer is also a director of
Service Corporation International and Tanknology Environmental, Inc.
Tanknology Environmental, Inc. is a publicly held company engaged in the
environmental services industry.
DOUGLAS K. HIGGINSHiggins is a private investor and owner of Higgins & Associates and has
been in such position since July 1994.
In 1983, Mr. Higgins founded H
& M Food Systems Company, Inc., a manufacturer of meat-based products for the
foodservice industry, and was employed by such company as President until his
retirement in July 1994.
6
KENNETH H. JONES, JR. is, 66, has been a director of the Company since
1988. Mr. Jones, a private investor, retired as Vice Chairman of KBK Capital
Corporation ("KBK"), a publicly held non-bank commercial finance company, and hasin
December 1999. Mr. Jones had been in such
positionVice Chairman of KBK since January 1995.
Prior to January 1995, Mr. Jones was a shareholder in the Decker, Jones,
McMackin, McClane, Hall & Bates, P.C. law firm in Fort Worth, Texas, and was
with such firm and its predecessor or otherwise involved in the private
practice of law in Fort Worth, Texas for more than five years.
6
THE BOARD OF DIRECTORS UNANIMOUSLY RECOMMENDS A VOTE "FOR" THE
ELECTION OF EACH OF THE INDIVIDUALS NOMINATED FOR ELECTION AS A DIRECTOR.
CONTINUING DIRECTORS:
CLIFTON H. MORRIS, JR., 66, has been a director of the Company since
1988. Mr. JonesMorris has been Executive Chairman of the Board since July 2000, and
was Chairman of the Board and Chief Executive Officer of the Company from May
1988 until July 2000. Mr. Morris was also President of the Company from May
1988 until April 1991 and from April 1992 to November 1996. Mr. Morris is also
a director of Hallmark Financial
Services, Inc.
If elected asService Corporation International, a publicly held company that
owns and operates funeral homes and related businesses, and Cash America
International, a publicly held pawn brokerage company.
DANIEL E. BERCE, 47, has been a director of the Company each director will hold office
until next year's annual meeting of shareholders, expected to be held in
November 1999, or until his respective successor is electedsince 1990.
Mr. Berce has been Vice Chairman and has qualified.
The Board of Directors does not contemplate that anyChief Financial Officer of the above-named
nomineesCompany
since November 1996 and was Executive Vice President, Chief Financial Officer
and Treasurer for director will refuse or be unable to accept election asthe Company from November 1994 until November 1996. Mr. Berce
is also a director of INSpire Insurance Solutions, Inc., a publicly held
company which provides policy and claims administration services to the
Company. Should any of them become unavailable for nomination
or election or refuseproperty and casualty insurance industry, Curative Health Services, Inc., a
publicly held company that provides specialty health care services and AZZ
incorporated (formerly Aztec Manufacturing, Co.), a publicly held company that
manufactures specialty electrical equipment and provides galvanizing services
to be nominated or to accept election asthe steel fabrication industry.
EDWARD H. ESSTMAN, 60, has been a director of the Company thensince 1996.
Mr. Esstman has been Vice Chairman of the persons namedCompany since August 2001 and was
Vice Chairman, President and Chief Operating Officer, Dealer Services, of AFSI
from April 2000 until August 2001. Mr. Esstman was President and Chief
Operating Officer of AFSI from November 1996 until April 2000. Mr. Esstman was
Executive Vice President, Director of Consumer Finance Operations of AFSI from
November 1994 until November 1996, and has been a senior executive officer of
AFSI since AFSI's formation in July 1992.
A. R. DIKE, 65, has been a director of the enclosed formCompany since 1998. Mr.
Dike is the President and Chief Executive Officer of Proxy intend to
vote the shares representedThe Dike Company, Inc., a
private insurance agency, and has been in such Proxyposition since July 1999. Prior
to July 1999, Mr. Dike was President of Willis Corroon Life, Inc. of Texas, and
was in such position for more than five years. Mr. Dike is also a director of
Cash America International.
JAMES H. GREER, 74, has been a director of the electionCompany since 1990. Mr.
Greer is Chairman of such other
person or persons as may be nominated or designated by the Board of Directors.Shelton W. Greer Co., Inc. which engineers,
manufactures, fabricates and installs building specialty products, and has been
such for more than five years. Mr. Greer is also a director of Service
Corporation International.
BOARD COMMITTEES AND MEETINGS
Standing committees of the Board include the Audit Committee, and the
Stock Option/Compensation Committee and the Nominating Committee.
7
The Audit Committee's principal responsibilities consist of (i)
recommending the selection of independent auditors, (ii) reviewing the scope of
the audit conducted by such auditors, as well as the audit itself and (iii)
reviewing the Company's internal audit activities and matters concerning
financial reporting, accounting and audit procedures, and policies generally.
Members consist of Messrs. Dike, Greer, Haddock, Higgins and Jones. The "Report of the
Audit Committee" is contained in this Proxy Statement beginning on page __.
The Stock Option/Compensation Committee (i) administers the Company's
employee stock option and other stock-based compensation plans and reviews and approvesoversees the
granting of stock options and (ii) reviews and approves compensation for
executive officers. Members consist of Messrs. Dike, Greer, Haddock,Higgins and Jones.
The Nominating Committee was established in August 2001. The
Nominating Committee (i) establishes procedures for the nomination of
directors, (ii) recommends to the Board of Directors a slate of nominees for
directors to be presented on behalf of the Board for election by shareholders
at each Annual Meeting of the Company, (iii) recommends to the Board
appropriate nominees to fill Board vacancies and (iv) considers nominees to the
Board recommended by shareholders. Shareholders may nominate director nominees
for consideration by writing to the Secretary of the Company at 801 Cherry
Street, Suite 3900, Fort Worth, Texas 76102 and providing the nominee's name,
biographical data and qualifications. In order to be considered by the
Nominating Committee, prospective nominee recommendations must be received by
the Secretary no later than May 30th of the year in which the Annual Meeting is
to be held. Members consist of Messrs. Dike, Greer, Higgins and Jones.
The Board of Directors held five regularly scheduled meetings and one
special meeting during
the fiscal year ended June 30, 1998.2001. Various matters were also approved during
the last fiscal year by unanimous written consent of the Board of Directors. No
director attended fewer than 75% of the aggregate of (i) the total number of
meetings of the Board of Directors and (ii) the total number of meetings held
by all committees of the Board on which such director served.
DIRECTOR COMPENSATION
Members of the Board of Directors currently receive a $2,000$2,500 quarterly
retainer fee and an additional $3,500$4,000 fee for attendance at each meeting of the
Board. Members of Committees of the Board of Directors are paid $1,500$2,000 per
quarter for participation in all committee meetings held during that quarter.
At the 19902000 Annual Meeting of Shareholders, the Company adopted the
1990
Stock Option2000 Limited Omnibus and Incentive Plan for Non-Employee Directors of AmeriCredit Corp. (the "1990
Director"2000
Plan"), which provides for grants to the Company's nonemployeenon-employee directors of nonqualified
stock options and reserves, in the aggregate, a total of 750,0002,000,000 shares of
Common Stock for issuance upon exercise of stock options granted under such
plan. Under the 1990 Director Plan, each
nonemployee director receives, upon election as a Director and thereafter on
the first business day afterOn November 7, 2000, the date of each annual meetingthe Company's 2000 Annual Meeting of
shareholders
of the Company, an option to purchase 10,000 shares of Common Stock at an
exercise price equal to the fair market value of the Common Stock on the date
of grant. Each option is fully vested upon the date of grant but may not be
exercised prior to the expiration of six months after the date of grant. On
November 6, 1997,Shareholders, options to purchase 10,00020,000 shares of Common Stock were granted
under the 1990 Director2000 Plan to each of Messrs. Dike, Greer, Haddock, Higgins and Jones at an
exercise price of $29.25$28.44 per share. The exercise price for the options granted
to Messrs. Dike, Greer, Haddock, Higgins and Jones is equal to the last reported sale
price of the Common Stock on the New York Stock Exchange ("NYSE") on the 7
day
preceding the date of grant. Each nonemployee director elected atThese options, which have a term of ten years, are
fully vested upon the 1998date of grant, but may not be exercised prior to the
expiration of six months after the date of grant.
8
The Board of Directors anticipates that an annual grant of stock
options will be authorized under the 2000 Plan to non-employee directors
following the 2001 Annual Meeting of Shareholders (including Mr. Dike) will receive an option to
purchase 10,000 additional sharesin amounts and upon such
terms as were authorized following the 2000 Annual Meeting of Common Stock pursuant to the 1990
Director Plan following such meeting.
During the fiscal year ended June 30, 1998, Mr. Haddock exercised options to
purchase 60,000 shares at exercise prices ranging from $3.75 to $13.00 per
share, and Mr. Jones exercised options to purchase 56,000 shares at exercise
prices ranging from $2.80 to $3.00 per share.Shareholders.
COMPENSATION COMMITTEE INTERLOCKS AND INSIDER PARTICIPATION
No member of the Stock Option/Compensation Committee is or has been an
officer or employee of the Company or any of its subsidiaries or had any
relationship requiring disclosure pursuant to Item 404 of Regulation S-K
promulgated by the Securities and Exchange Commission ("SEC"). No member of the
Stock Option/Compensation Committee served on the compensation committee, or as
a director, of another corporation, one of whose directors or executive
officers served on the Stock Option/Compensation Committee or whose executive
officers served on the Company's Board of Directors.
8
EXECUTIVE COMPENSATION
SUMMARY COMPENSATION TABLE
The following sets forth information concerning the compensation of
the Company's Chief Executive Officer and each of the other four most highly
compensated executive officers of the Company (the "Named Executive Officers")
for the fiscal years shown.
LONG TERM
COMPENSATION
AWARDS
------------
SHARES OF
COMMON STOCK
ANNUAL UNDERLYING
COMPENSATION STOCK ALL OTHER
---------------- OPTIONS COMPENSATION
NAME AND PRINCIPAL POSITION YEAR SALARY BONUS($Long Term
Compensation Awards
-------------------
Shares of
Common Stock
Annual Compensation Underlying All Other
Name and Fiscal ------------------- Stock Options Compensation
Principal Position Year Salary (1) Bonus ($) (#)(1) ($)(2)
--------------------------- ---- -------- ----------------------------------- -------- ------------ ----------------------- -------------- ------------- -----------------------
Clifton H. Morris, Jr. ....... 1998 523,000 500,000 710,000 79,7612001 380,000 525,000 -- 82,650
Executive Chairman & CEO 1997 397,230 379,2302000 730,000 1,050,000 -- 101,241
1996 320,921 181,764 300,000 41,77179,800
1999 574,815 823,973 -- 79,750
Michael R. Barrington......... 1998 381,750 458,767 710,000 43,681Barrington 2001 676,000 975,000 -- 44,770
Vice Chairman, CEO & 2000 630,000 900,000 -- 43,819
President &
Chief Operating 1997 276,704 258,7041999 474,815 673,973 -- 43,326
Officer 1996 223,832 123,506 200,000 5,75844,592
Daniel E. Berce............... 1998 381,750 458,767 710,000 44,381Berce 2001 655,000 937,500 -- 47,989
Vice Chairman & Chief
Financial Officer 1997 276,704 258,704CFO 2000 630,000 900,000 -- 44,120
1996 223,832 123,506 200,000 6,62044,566
1999 474,815 673,973 -- 44,370
Edward H. Esstman............. 1998 334,250 307,890 495,000 45,916
President and Chief Operating
Officer--AFSI 1997 246,473 171,355Esstman 2001 455,000 531,250 -- 45,655
1996 186,758 91,385 150,000 10,30548,805
Vice Chairman (3) 2000 430,000 500,000 -- 45,955
1999 384,061 448,202 -- 45,905
Michael T. Miller............. 1998 165,000 123,750 259,200 4,941Miller 2001 386,849 453,973 150,000 8,208
Executive Vice President and
Chief Credit Officer 1997 119,822 59,911 70,000 730
1996 97,500 39,000 15,000 6242000 325,000 325,000 40,000 5,340
& COO 1999 255,000 255,000 18,400 5,278
- --------------------
(1) 1998 awards include the following options conditionally granted under the
1998 Limited Stock Option Plan for AmeriCredit Corp. proposed for adoption
by shareholders in this Proxy Statement:Includes Board of Directors fees to Messrs. Morris, Barrington, Berce
and Berce, 568,000 shares; Mr. Esstman, 396,000 shares; and Mr. Miller,
200,000 shares. See "Proposal to Approve and Adopt the 1998 Limited Stock
Option Plan for AmeriCredit Corp. (Item 3)."Esstman.
(2) The amounts disclosed in this column for fiscal 19982001 include:
(a) Company contributions to 401(k) retirement plans on behalf of
each
executive officerMessrs. Morris, Berce, Esstman and Miller in the amount of
$4,761;$7,650 and on behalf of Mr. Barrington in the amount of
$5,483;
(b) Payment by the Company of premiums for term life insurance on
behalf of Mr. Barrington, $1,420;$1,385; Mr. Berce, $2,120; Mr.
Esstman, $3,655; and Mr. Miller, $180;$558; and
(c) Annual premium payments under split-dollar life insurance
policies on Mr. Morris, $75,000; Mr. Barrington, $37,902; Mr.
Berce, $38,219; and Messrs. Barrington, Berce andMr. Esstman, $37,500
each.$37,500.
(3) Mr. Esstman resigned as co-Chief Operating Officer as of August 7,
2001, but will continue to serve as Vice Chairman of the Board.
9
OPTION GRANTS IN LAST FISCAL YEAR
The following table shows all individual grants of stock options to the
Named Executive Officers of the Company during the fiscal year ended June 30,
1998.2001.
SHARES OFShares of
Common Stock % OF TOTAL
COMMON STOCK OPTIONS
UNDERLYING GRANTED TO EXERCISE GRANT DATE
OPTIONS EMPLOYEES IN PRICE EXPIRATION PRESENT
GRANTED(#) FISCAL YEARof Total
Underlying Options
Options Granted to Exercise Grant Date
Granted Employees in Price Expiration Present
(#) Fiscal Year ($/SH) DATE VALUE($Sh) Date Value ($)(1)
------------ ------------ -------- ----------
------------------ ------------------ ----------- --------------- ----------------
Clifton H. Morris, Jr. .................. 142,000(2) 3.45% $24.00 1/26/2008 $1,375,554-- -- -- -- --
Executive Chairman & CEO 568,000(3) 13.79% $24.00 1/26/2008 $5,502,216
Michael R. Barrington.. 142,000(2) 3.45% $24.00 1/26/2008 $1,375,554Barrington -- -- -- -- --
Vice Chairman, 568,000(3) 13.79% $24.00 1/26/2008 $5,502,216CEO &
President & Chief
Operating Officer
Daniel E. Berce........ 142,000(2) 3.45% $24.00 1/26/2008 $1,375,554Berce -- -- -- -- --
Vice Chairman & Chief
Financial Officer 568,000(3) 13.79% $24.00 1/26/2008 $5,502,216CFO
Edward H. Esstman...... 99,000(2) 2.40% $24.00 1/26/2008 $ 959,013
President and Chief 396,000(3) 9.61% $24.00 1/26/2008 $3,836,052
Operating Officer--
AFSIEsstman -- -- -- -- --
Vice Chairman
Michael T. Miller...... 50,000(2) 1.21% $24.00 1/26/2008 $ 484,350Miller 150,000 (1) 6.70% 28.44 11/7/2010 2,118,205 (2)
Executive Vice 200,000(3) 4.85% $24.00 1/26/2008 $1,937,400
President
and Chief
Credit
Officer 9,200(4) .22% $32.75 4/28/2008 166,888& COO
- --------------------
(1) The options granted to Mr. Miller, which expire ten years after the
grant date, become exercisable 50% on November 7, 2001 and 50% on
November 7, 2002.
(2) As suggested by the SEC's rules on executive compensation disclosure,
the Company used the Black-Scholes model of option valuation to
determine grant date pre-tax present value. The Company does not
advocate or necessarily agree that the Black-Scholes model can properly
determine the value of an option. Calculations are based on a seven year option term for
all grants (other than the grant of 9,200 shares to Mr. Miller, whichThe calculation is based on a ten year option term)the
expectation that the options are fully exercised within five years of
the grant date and upon the following additional assumptions: annual
dividend growth of 0 percent, volatility of approximately 32%51%, and a
risk-free rate of return based on the published Treasury yield curve
effective on the grant date.equal to 5.31%. There can be no assurance that
the amounts reflected in this column will be achieved.
(2) These options were granted under the 1995 Omnibus Stock and Incentive Plan
for AmeriCredit Corp. The options, which were granted in January 1998 and
expire seven years after the date of grant, were accelerated and became
fully exercisable following the Company's achievement of earnings per
share of $1.86 for fiscal 1998, an amount that exceeded the earnings per
share target required for accelerated vesting of this grant.
(3) These options were conditionally granted under the terms of the 1998
Limited Stock Option Plan for AmeriCredit Corp. (the "1998 Plan"), subject
to shareholder approval of such Plan as proposed in this Proxy Statement.
These options, which expire seven years after the date of grant, become
exercisable in full on January 1, 2005; provided, however, that the
options will be accelerated and become exercisable on a cumulative basis
if the Company achieves specified earnings per share targets over a four-
year period according to the following schedule:
EARNINGS PER ACCELERATED
FISCAL YEAR SHARE TARGET VESTING
----------- ------------ -----------
June 30, 1999..................................... $2.42 25%
June 30, 2000..................................... 3.03 50%
June 30, 2001..................................... 3.78 75%
June 30, 2002..................................... 4.73 100%
The foregoing earnings per share targets require earnings per share growth
of 30% in fiscal 1999 (as compared to earnings per share for fiscal 1998),
and earnings per share growth of 25% in each of fiscal years 2000, 2001,
2002. If the 1998 Plan is not approved by shareholders at the Annual
Meeting, these option grants shall be null and void.
(4) The options granted to Mr. Miller for 9,200 shares, which expire ten years
after the grant date, become exercisable 20% on April 28, 1998 and in 20%
increments thereafter on the anniversary date of the grant.
10
AGGREGATED OPTION EXERCISES IN LAST FISCAL YEAR
AND FY-END OPTION VALUES
Shown below is information with respect to the Named Executive Officers
regarding option exercises during the fiscal year ended June 30, 1998,2001, and the
value of unexercised options held as of June 30, 1998.2001.
SHARES OF COMMON
STOCK UNDERLYING VALUE OF UNEXERCISED
SHARES VALUE UNEXERCISED OPTIONS IN-THE-MONEY OPTIONS
ACQUIRED ON REALIZED AT FY-END(#)Shares of
Common Stock
Underlying Value of Unexercised
Unexercised In-the-Money
Options at Options at
FY-End FY-End
Shares (#) ($) (2)
AT FY-END($)(2)
NAME EXERCISE(#)Acquired on Value Exercisable/ Exercisable/
Name Exercise (#) Realized ($)(1) EXERCISABLE/UNEXERCISABLE EXERCISABLE/UNEXERCISABLE
---- ----------- ---------- ------------------------- -------------------------Unexercisable Unexercisable
- ------- -------------- ----------------- ---------------------- ----------------------------
Clifton H. Morris, Jr. . -0- N/A 1,233,999/710,000 $34,745,886/$8,298,1251,082,666 33,390,403 1,452,000/568,000 60,407,400/22,691,600
Executive Chairman & CEO
Michael R. Barrington... 100,000 $2,284,195 458,440/710,000 $10,860,536/$8,298,125Barrington 450,000 13,224,768 802,000/568,000 32,975,900/22,691,600
Vice Chairman, PresidentCEO &
Chief Operating OfficerPresident
Daniel E. Berce......... 50,000 $1,255,194 623,607/710,000 $15,998,143/$8,298,125Berce 582,214 18,660,516 968,000/568,000 40,271,600/22,691,600
Vice Chairman & Chief Financial OfficerCFO
Edward H. Esstman....... 80,000 $1,981,306 385,333/495,000 $ 9,802,396/$5,785,313
President and Chief
Operating Officer--AFSIEsstman 300,000 7,867,081 594,000/396,000 23,730,300/15,820,200
Vice Chairman (3)
Michael T. Miller....... 77,500 $1,033,231 1,840/278,360 $ 5,405/$3,405,683Miller 263,760 4,421,040 0/385,040 0/12,716,328
Executive Vice President
and Chief
Credit Officer& COO
- --------------------
(1) The "value realized" represents the difference between the exercise
price of the option shares and the market price of the option shares on
the date the options were exercised. The value realized was determined
without considering any taxes which may have been owed.
(2) Values stated are pre-tax, net of cost and are based upon the closing
price of $35.6875$51.95 per share of the Company's Common Stock on the NYSE on
June 30, 1998,29, 2001, the last trading day of the fiscal year.
The number(3) Mr. Esstman resigned as co-Chief Operating Officer as of options at June 30, 1998 includes options conditionally granted under the
1998 Limited Stock Option Plan for AmeriCredit Corp. described in this
Proxy Statement. See, "ProposalAugust 7,
2001, but will continue to Approve and Adopt the 1998 Limited
Stock Option Plan for AmeriCredit Corp. (Item 3)." Asserve as Vice Chairman of the Record Date,
based upon the closing price of $23.50 per share of the Company's Common
Stock on such date, the number of shares underlying unexercised options
and the value of unexercised in-the-money options for the Named Executive
Officers are as follows:
SHARES OF COMMON
STOCK UNDERLYING VALUE OF UNEXERCISED
UNEXERCISED OPTIONS IN-THE-MONEY OPTIONS
AT RECORD DATE(#) AT RECORD DATE($)
NAME EXERCISABLE/UNEXERCISABLE EXERCISABLE/UNEXERCISABLE
---- ------------------------- -------------------------
Clifton H. Morris, Jr. . 1,075,999/568,000 $13,519,024/$ 0
Michael R. Barrington... 600,440/568,000 $ 5,273,298/$ 0
Daniel E. Berce......... 765,607/568,000 $ 8,397,933/$ 0
Edward H. Esstman....... 484,333/396,000 $ 5,106,151/$ 0
Michael T. Miller....... 51,840/228,360 $ 0/$206,250
Board.
11
REPORT OF THE COMPENSATION COMMITTEE ON EXECUTIVE COMPENSATION
During fiscal 1998,2001, the Stock Option/Compensation Committee of the
Board of Directors (the "Committee") was comprised of Messrs. Haddock,Dike, Greer,
Higgins and Jones. The Committee is responsible for all elements of the total
compensation program for executive officers and senior management personnel of
the Company, including stock option grants and the administration of other
incentive programs.
11
GeneralGENERAL
The objectives of the Company's compensation strategy have remained constant
since fiscal 1994 and areis as follows:
(i) to attract and retain the best possible executive talent, (ii) to motivate
its executives to achieve the Company's goals, (iii) to link executive and
shareholder interest through compensation plans that provide opportunities for
management to become substantial shareholders in the Company and (iv) to
provide a compensation package that appropriately recognizes both individual
and corporate contributions.
The Company's compensation strategy was initially developed in fiscal
1994 with the assistance of independent compensation consultants and was
reevaluated in fiscal 1996 by another independent compensation consultant. SinceThe
Committee has not authorized an evaluation of the Company's compensation
strategy or levels by outside consultants since fiscal 1996, The1996. However, the
Committee has continued to generally follow the strategies developed in prior
periods in conjunction with the outside consultants.
None of the companies evaluated from time to time by the Committee or the
Company's consultants in setting compensation levels are included in the S&P
Financial Index contained in the Performance Graph on page 16 of this Proxy
Statement. The companies comprising the S&P Financial Index include banks,
insurance companies, savings and loans and other diversified financial
companies, most of which have substantially more assets than the Company. As
indicated by the Performance Graph, the Company's cumulative shareholder
return has exceeded the performance of the S&P Financial Index since July 1,
1993.
Components of Compensation of Executive Officers.COMPONENTS OF COMPENSATION OF EXECUTIVE OFFICERS.
Compensation paid to the Company's executive officersNamed Executive Officers in fiscal
1998, the
separate elements of which are discussed below,2001 consisted of the following: base salary and annual bonus for fiscal 1998 andbonus. With the
exception of Mr. Miller, no stock options granted underor other long-term incentive awards
were made to the Company's stock option plans.
Base SalaryNamed Executive Officers in fiscal 2001.
BASE SALARY
Employment agreements have been entered into between the Company and
Messrs.
Morris, Barrington, Berce, Esstman and Miller.each of the Named Executive Officers. All of these employment agreements, which
are described in greater detail elsewhere in this Proxy Statement, provide for
certain minimum annual base salary with salary increases, bonuses and other
incentive awards to be made at the discretion of this Committee.
On April 28, 1998,No base salary increase was made during fiscal 2001 for Mr. Morris.
Effective July 1, 2000, the Committee authorized base salary increases of
$50,000 for Mr. Barrington, $25,000 for Messrs. Berce and Esstman and $35,000
for Mr. Miller. In connection with his promotion to co-Chief Operating Officer,
Mr. Miller received a $40,000 base salary increase of
$55,000effective October 29, 2000.
The increases for Messrs. Barrington, Berce, Esstman and Berce and $45,000 for Mr. Esstman; Mr.
Morris did not receive a base salary increase in fiscal 1998. The increasesMiller were considered
appropriate in light of the continuing growth and financial success of the
Company as reflectedand, in the following factors considered bycase of Mr. Miller, his promotion to co-Chief Operating
Officer of the CommitteeCompany.
In light of his resignation as co-Chief Operating Officer of the
Company, Mr. Esstman's base salary was reduced from $425,000 to $225,000 as of
March 31, 1998 as compared to March 31, 1997: net income increased 57%,
auto loan originations increased 95%, managed auto receivables increased 133%,
producing auto dealers increased 76% and portfolio delinquency and annualized
charge-offs decreased. The compensation increases were designed to recognize
the Company's financial achievements and to serve to motivate the executives
in future periods through a compensation system that clearly rewards financial
success.
Annual IncentiveAugust 7, 2001.
12
ANNUAL INCENTIVE
The purpose of annual incentive bonus awards is to encourage executive
officers and key management personnel to exercise their best efforts and
management skills toward achieving the Company's predetermined objectives. In
fiscal 1998,2001, the CEO and the other Named Executive Officers received annual
incentive awards equal to between 75% and 125%150% of their base salary. As
described in the Company's 19972000 Proxy Statement, these bonus awards were made
in return for the Company's successfully meeting earnings per share targets
established by the Committee prior to fiscal 1998.2001. Under this plan, minimum
earnings levels were required to be obtained before any bonuses were awarded;
the plan also defined maximum award levels. Based on the Company's earnings per
share in fiscal 1998,2001, the maximum bonus target was achieved for the CEO and the
other Named Executive Officers.
12
For fiscal 1999,2002, the Committee has approved an incentive plan similar
to the plan in effect for fiscal 1998,2001, including the establishment of earnings
per share targets and award levels associated with the Company's success in
meeting those targets.
Long-Term Incentive
The Company's long-term incentive plan has historically been comprised of
awards of non-qualified stock options designed to promote the identity of
long-term interests between the Company's executives and its shareholders and
to assist in the retention of key executives and management personnel. Since
the full benefit of stock option compensation cannot be realized unless stock
appreciation occurs over a number of years, stock option grants are designed
to provide an incentive to create shareholder value over a sustained period of
time.LONG-TERM INCENTIVE
In fiscal 1998, the Committee reviewed previous stock option grants made to
the CEO and the other Named Executive Officers and determined that such prior
grants had been successful in providing incentive for the creation of
substantial shareholder value, as represented by the increase in the Company's
market capitalization over the past five years, as follows:
MARKET CAPITALIZATION*
JUNE 30,
- --------------------------------------------------------------------------------
1993 1994 1995 1996 1997 1998
---- ---- ---- ---- ---- ----
$149,331,904 $169,043,961 $319,622,013 $445,775,102 $615,218,142 $1,099,352,467
- --------
* determined by multiplying the Company's closing per share stock price on the
dates indicated by the number of shares of Common Stock outstanding on such
dates.
The Committee further determined that additional stock options, properly
structured with respect to longer-term earnings targets, would best motivate
these officers and accomplish the objectives described in the preceding
paragraph.
In order to create the incentives considered by the Committee to be
appropriate, on January 27, 1998, the Committee approved the following stock
option grants to the CEO and the other Named Executive Officers: Messrs.
Morris, Barrington and Berce, 710,000 shares each; Mr. Esstman, 495,000
shares; and Mr. Miller, 250,000 shares. The exercise price for these stock
options is $24 per share, representing an approximate 8% premium over the
market price of the Company's Common Stock on the date the option grants were
approved. The options become fully exercisable on January 1, 2005 and expire
on January 26, 2005, seven years after the date of grant. However, the options
will be accelerated and become exercisable on a cumulative basis if the
Company achieves specified earnings per share targets over a five-year period.
Because the Company achieved earnings per share of $1.86 for the fiscal year
ended June 30, 1998, earnings that exceeded the targeted level for fiscal
1998, 20%light of the stock options granted during fiscal 1998 were accelerated and
are presently vested and exercisable. The remaining options granted to the CEO
and the other Named Executive Officers
in fiscal 1998 will be accelerated and
become exercisable if the Company achieves the following earnings per share
targets:
EARNINGS PER SHARE ACCELERATED
FISCAL YEAR TARGET VESTING*
----------- ------------------ -----------
June 30, 1999............................... $2.42 25%
June 30, 2000............................... 3.03 50%
June 30, 2001............................... 3.78 100%
June 30, 2002............................... 4.73 125%
- --------
* In order to obtain accelerated vesting, the Company must achieve annual
growth in earnings per share of 30% for fiscal 1999 and 25% for each of
fiscal years 2000, 2001 and 2002.
Twenty percent (20%) of the option grants approved by the Committee,
representing 575,000 shares in total, were granted under the 1995 Omnibus
Stock and Incentive Plan for AmeriCredit Corp. (the "1995 Omnibus
13
Plan"). The remaining options approved by the Committee, representing
2,300,000 shares in total, are covered by the 1998 Limited Stock Option Plan for AmeriCredit Corp. (the "1998 Plan"), a new plan approved and adopted by
the Committee on January 27, 1998. Shareholders will be requested to approve
the 1998 Plan, which is described in greater detail elsewhere in this Proxy
Statement,shareholders at the 1998 Annual Meeting.
IfMeeting, no stock option grants were made in
fiscal 2001 to the Named Executive Officers, other than Mr. Miller. In
connection with his promotion to co-Chief Operating Officer, Mr. Miller was
granted a stock option for 150,000 shares on November 7, 2000 at an exercise
price of $28.44 per share.
As noted in the 1998 Plan is approved and adopted by shareholders at the Annual
Meeting,Proxy Statement, there will be no further
stock optionstock-based, long-term incentive awards to Messrs. Morris, Barrington, Berce
and Esstman until the stock options covered by the 1998 Plan are fully vested
and exercisable. Other Compensation PlansFurthermore, the 2000 Limited Omnibus and Incentive Plan for
AmeriCredit Corp. specifically provides that Messrs. Morris, Barrington, Berce
and Esstman are not eligible to participate in such Plan.
OTHER COMPENSATION PLANS
The Company maintains certain broad-based employee benefit plans in
which executive officers are permitted to participate on the same terms as
non-
executivenon-executive personnel who meet applicable eligibility criteria, subject to
any legal limitations on the amounts that may be contributed or the benefits
that may be payable under the plans.
In addition, the Committee has previously approved a split-dollar life
insurance program for Messrs. Morris, Barrington, Berce and Esstman. Under this
program, the Company advances annual premiums for life insurance policies on
these officers, subject to the right of the Company to recover certain amounts
in the event of the officer's death or termination of employment. As adopted by
the Committee, the annual premiums will not exceedbe approximately $75,000 in the case of
Mr. Morris and $37,500 in the case of Messrs. Barrington, Berce and Esstman.
Fiscal 1998 Compensation13
STOCK OWNERSHIP GUIDELINES FOR EXECUTIVE OFFICERS
In August 2000, the Board of CEODirectors adopted stock ownership
guidelines that are designed to encourage the accumulation of the Company's
stock by its executive officers. These guidelines, stated as a multiple of
executives' base salaries, are as follows: Chairman and Vice Chairmen, four
times; Segment Presidents and Treasurer, three times; other Executive Team
members, two times. The Committee's general approachrecommended time period for reaching the above
guidelines is the later of (i) August 1, 2003, (ii) five years from date of
hire or (iii) three years from date of promotion to an executive officer
position. Shares of the Company's stock directly owned by an executive officer
and shares owned by an officer through the Company's 401k and employee stock
purchase programs constitute qualifying ownership; stock options are not
counted towards compliance with the guidelines. The Committee will review the
progress of each executive officer toward compliance with the guidelines and,
in setting Mr. Morris' target annual
compensationthe event an officer is not making satisfactory progress, the Committee may
reduce prospective stock option or restricted share grants to seeksuch officer.
The Board of Directors also adopted an Officer Stock Loan Program to
facilitate compliance with the stock ownership guidelines. Executive officers
may utilize loan proceeds to acquire and hold common stock of the Company by
means of option exercise or otherwise. The stock to be competitive with financial services companies
similarheld as a result of a
loan under the program must be pledged to the Company. The aggregate principal
balance of all outstanding loans under the program may not exceed $20,000,000
at any time. Messrs. Barrington and Berce obtained loans under this program
during fiscal 2001. The largest amount of indebtedness outstanding under Mr.
Barrington's loan was $414,813; Mr. Barrington paid off his loan on August 31,
2001. The largest amount of indebtedness outstanding under Mr. Berce's loan was
$204,263; Mr. Berce paid off his loan on February 2, 2001.
As of September 1, 2001, the value of the Company andstock owned by each
executive officer subject to the stock ownership guidelines exceeded the
required amount, with other similarly-sized companies locatedthe exception of four executive officers, three of whom
were newly hired or promoted into executive officer positions within the Dallas-Fort Worth area, but to have a large percentage of his target
compensation based upon objective long-term criteria.past
two years.
FISCAL 2001 COMPENSATION OF CEO
During fiscal 1998,2001, Mr. MorrisBarrington received $500,000$650,000 in base salary. Mr. Morris' base salary, was
established in April 1997 and was unchanged in fiscal 1998. Thea
salary the Committee believes that Mr. Morris' base salary is alignedin-line with the base salaries paid to the top
executive officer at similarly-sized financial services companies and at the
companies previously reviewed by the Committee located within the Dallas-Fort
Worth area. Mr. Barrington's base salary was established in July 2000 in
connection with his promotion to CEO. The salary amount shown for Mr.
MorrisBarrington in the "Executive Compensation--SummaryCompensation - Summary Compensation Table" on page
9__ of this Proxy Statement includes director fees in addition to his base
salary.
As discussed above, Mr. MorrisBarrington also received a cash bonus under
the 19982001 incentive plan equal to 100%150% of his base salary, an award that
represented the maximum bonus opportunity for Mr. Morris.
In additionBarrington. No stock options
or other stock-based, long-term incentive awards were made to his cash compensation, Mr. Morris was granted options to
purchase 710,000 shares of Common StockBarrington
during fiscal 1998, as further
described above. The options granted to Mr. Morris, which are exercisable at
$24 per share, provide for performance accelerated vesting if certain earnings
per share targets are achieved over a five-year period. One-fifth of these
options have been accelerated and become exercisable due to the Company's
achievement of the earnings per share target for fiscal 1998. The remaining
options, representing 568,000 shares, were conditionally granted under the
1998 Plan subject to shareholder approval of such Plan. The Committee believes
that this option grant epitomizes its compensation strategy by expressly
conditioning the ultimate benefit of the grant to Mr. Morris upon the
achievement of significant earnings growth and the resulting appreciation in
the price of the Company's common stock.
GERALD W. HADDOCK2001.
DOUGLAS K. HIGGINS (CHAIRMAN)
A. R. DIKE
JAMES H. GREER
DOUGLAS K. HIGGINS
KENNETH H. JONES, JR.
14
Notwithstanding anything to the contrary set forth in any of the
Company's previous filings under the Securities Act of 1933 or the Securities
Exchange Act of 1934 that might incorporate future filings, including this
Proxy Statement, in whole or in part, the preceding report and the Performance
Graph on Page 16page __ shall not be incorporated by reference into any such filings.
EMPLOYMENT CONTRACTS, TERMINATION OF EMPLOYMENT AND CHANGE-IN CONTROL
ARRANGEMENTS
The Company has entered into employment agreements with all of its
Named Executive Officers. These agreements, as amended, contain terms that
renew annually for successive five year periods (ten years in the case of Mr.
Morris), and the compensation thereunder is determined annually by the
Company's Board of Directors, subject to the following minimum annual
compensation: Mr. Morris, $500,000;$350,000; Messrs. Barrington and Berce, $345,000; Mr.
Esstman, $300,000;$225,000; and Mr. Miller, $255,000. Included in each agreement is a
covenant of the employee not to compete with the Company during the term of his
employment and for a period of three years thereafter. The employment
agreements also provide that if the employee is terminated by the Company other
than for cause, or in the event the employee resigns or is terminated other
than for cause within twelve months after a "change in control" of the Company
(as that term is defined in the employment agreements), the Company will pay to
the employee the remainder of his current year's salary (undiscounted) plus the
discounted present value (employing an interest rate of 8%) of two additional
years' salary (for which purposesalary. For all Named Executive Officers other than Messrs. Morris and
Esstman, "salary" includes the annual rate of compensation immediately prior to
the "change in control" plus the average annual cash bonus for the immediately
preceding threethree-year period; for Messrs. Morris and Esstman, "salary" includes
the highest annual rate of compensation plus the highest annual cash bonus or
other incentive payment provided in any of the seven fiscal year period).preceding the
year in which a "change of control" occurs.
In addition to the employment agreements described above, the terms of
all stock options granted to the Named Executive Officers provide that such
options will become immediately vested and exercisable upon the occurrence of a
change in control as defined in the stock option agreements evidencing such
grants.
The provisions and terms contained in these employment and option
agreements could have the effect of increasing the cost of a change in control
of the Company and thereby delay or hinder such a change in control.
15
PERFORMANCE GRAPH
The following graph presents cumulative shareholder return on the
Company's Common Stock for the five years ended June 30, 1998.2001. The Company is
compared to the S&P 500 and the S&P Financial Index. Each Index assumes $100
invested at the beginning of the measurement
15
period and is calculated assuming quarterly reinvestment of dividends and
quarterly weighting by market capitalization.
The data source for the graph is Media General Financial Services,
Inc., an authorized licensee of S&P.
[PERFORMANCE GRAPH APPEARS HERE]COMPARISON OF CUMULATIVE SHAREHOLDER RETURN 1996-2001
JUNE JUNE JUNE JUNE JUNE JUNE
1993 1994 1995June 1996 June 1997 June 1998 ------- ------- ------- ------- ------- -------June 1999 June 2000 June 2001
AmeriCredit.....................AmeriCredit $100.00 $117.50 $222.50 $312.50 $420.00 $713.75
S&P............................. $100.00 $101.41 $127.85 $161.09 $216.99 $282.44$134.40 $228.40 $204.80 $217.60 $664.96
S&P Financials..................500 $100.00 $100.57 $121.28 $172.10 $261.61 $363.51$134.70 $175.33 $215.22 $230.83 $196.59
S&P Financials $100.00 $152.01 $211.22 $228.70 $209.68 $258.97
16
SECTION 16(A)16(a) BENEFICIAL OWNERSHIP REPORTING COMPLIANCE
The Company's executive officers and directors are required to file
under the Securities Exchange Act of 1934, as amended, reports of ownership and
changes of ownership with the SEC. Based solely upon information provided to
the Company by individual directors and executive officers, the Company
believes that during the fiscal year ended June 30, 1998,2001, all filing
requirements applicable to its executive officers and directors were met.
RELATED PARTY TRANSACTIONS
The Company engages independent contractors to solicit business from
motor vehicle dealers in certain geographic locations. During fiscal 1998,2001, one
such independent contractor was CHM Company, L.L.C. ("CHM Company"), a Delaware
limited liability company, that is controlled by Clifton H. Morris, III, an
adult son of Mr. Clifton H. Morris, Jr., Chairman and Chief Executive OfficerChairman of the Company. A
per contract commission is paid to CHM Company for each motor vehicle contract
originated by the Company that is attributable to the marketing efforts of CHM
Company. Commission payments of $1,361,664$1,813,941 were made by the Company to CHM
Company during fiscal 1998.2001. Out of payments received from the Company, CHM
Company pays all of its expenses, including salaries and benefits for its
employees and marketing representatives, office expenses, travel expenses and
promotional costs. 16The Company's contractual arrangement with CHM Company has
been cancelled effective December 31, 2000. Notwithstanding such cancellation,
CHM Company continues to receive monthly payments under this contract with the
Company when the motor vehicle contracts attributable to CHM Company's
marketing efforts meet certain portfolio performance criteria.
On September 21, 2000, Messrs. Barrington and Berce, executive
officers of the Company, each executed Amended and Restated Revolving Credit
Notes in the amount of $1,000,000 in favor of the Company. These Notes, which
modify and extend notes in the principal amount of $1,000,000 executed by
Messrs. Barrington and Berce in September 1999, bear interest at a rate equal
to LIBOR plus 1%, and provide that Messrs. Barrington and Berce can borrow,
repay and reborrow from time to time thereunder. The Notes mature in full on
the earlier to occur of September 20, 2001 or separation of employment for any
reason. During fiscal 2001, the largest amount of indebtedness outstanding
under Mr. Barrington's note was $970,354; Mr. Barrington paid off his note on
August 31, 2001. During fiscal 2001, the largest amount of indebtedness
outstanding under Mr. Berce's loan was $999,996; Mr. Berce paid off his loan on
May 14, 2001.
In August 2000, the Board of Directors adopted stock ownership
guidelines that are designed to encourage the accumulation of the Company's
stock by its executive officers. These guidelines, stated as a multiple of
executives' base salaries, are as follows: Chairman and Vice Chairmen, four
times; Segment Presidents and Treasurer, three times; other Executive Team
members, two times. The recommended time period for reaching the above
guidelines is the later of (i) August 1, 2003, (ii) five years from date of
hire or (iii) three years from date of promotion to an executive officer
position. Shares of the Company's stock directly owned by an executive officer
and shares owned by an officer through the Company's 401k and employee stock
purchase programs constitute qualifying ownership; stock options are not
counted towards compliance with the guidelines. The Board of Directors also
adopted an Officer Stock Loan Program to facilitate compliance with the stock
ownership guidelines. Executive officers may utilize loan proceeds to acquire
and hold common stock of the Company by means of option exercise or otherwise.
The loans, executed by executive officers, bear interest at a rate equal to
LIBOR plus 1%. The stock to be held as a result of a loan under the program
must be pledged to the Company. The aggregate principal balance of all
outstanding loans under the program may not exceed $20,000,000 at any time.
Messrs. Barrington and Berce obtained loans under this program during fiscal
2001. The largest amount of indebtedness outstanding under Mr. Barrington's
loan was $414,813; Mr. Barrington paid off his loan on August 31, 2001. The
largest amount of indebtedness outstanding under Mr. Berce's loan was $204,263;
Mr. Berce paid off his loan on February 2, 2001.
17
APPROVAL OF THE PROPOSAL TO AMEND AMERICREDIT CORP.'S ARTICLES
OF INCORPORATION TO INCREASE THE AUTHORIZED NUMBER SHARES OF
COMMON STOCK FROM 120,000,000 TO 230,000,000.
(ITEM 2)
CURRENT USE OF SHARES
The Company's Charter currently authorizes the issuance of 120,000,000
shares of Common Stock, par value of $.01 per share. As of June 30, 2001,
89,853,792 shares were issued and outstanding (including 6,439,737 Treasury
Shares), and another 14,083,484 shares were subject to unexercised stock
options granted pursuant to the Company's stock option plans, reserved for
issuance pursuant to future grants under the Company's stock option plans, or
reserved for issuance under the Company's employee stock purchase plan. This
leaves the Company with only 16,062,724 shares currently available for other
purposes.
Additionally, the Company also has a shelf registration statement
relating to the registration of a variety of security offerings with an
aggregate offering price of up to $500,000,000 available for issuance
thereunder. The Company may choose to offer, from time to time, debt
securities, shares of preferred stock, shares of common stock, depositary
shares representing preferred stock or warrants for debt and equity securities
on such terms to be set forth in the prospectus contained in the registration
statement or in one or more supplements to such prospectuses. Any issuance of
equity securities by the Company under this registration statement would
further deplete the remaining number of authorized shares.
PROPOSED AMENDMENT
On August 7, 2001, the Board of Directors unanimously adopted a
resolution setting forth a proposed amendment to the Company's Articles of
Incorporation to increase the number of shares of Common Stock which the
Company is authorized to issue from 120,000,000 to 230,000,000. No changes are
proposed to increase the amount of authorized preferred shares of the Company.
The resolution adopted by the Board of Directors presented for approval by the
shareholders at the Annual Meeting is set forth below:
RESOLVED, that Section 4.1 of Article IV of the Articles of
Incorporation of the Company be amended so that, as amended, Section
4.1 shall read in its entirety as follows:
"4.1 The aggregate number of shares which the corporation shall have
authority to issue is Two Hundred Fifty Million (250,000,000) shares
divided into: one class of Two
18
Hundred Thirty Million (230,000,000) shares of Common Stock of the par
value of one cent ($0.01) per share, and one class of Twenty Million
(20,000,000) shares of Preferred Stock of the par value of one cent
($0.01) per share which may be divided into and issued in series as
described herein."
PURPOSES AND POSSIBLE EFFECTS OF THE PROPOSED AMENDMENT
The Board of Directors believes that the Company's Articles of
Incorporation should be amended to allow the Company flexibility to issue
additional shares of Common Stock for corporate purposes as considered
appropriate by the Board of Directors. Such future activities may include,
without limitation, possible future financing and acquisition transactions,
increasing working capital, raising additional capital for operations of the
Company, secondary offerings, stock splits or stock dividends. As of the date
on which this Proxy Statement is being mailed, there are no arrangements,
agreements or understandings for the issuance or use of the additional shares
of authorized Common Stock other than issuances permitted or required under the
Company's stock-based employee benefits plans or awards made pursuant to those
plans.
The Board of Directors believes that the proposed amendment will
provide several long-term advantages to the Company and its shareholders. The
passage of the proposed amendment would enable the Company to pursue financings
or enter into transactions which the Board of Directors believes provide the
potential for growth and profit. If additional authorized shares are available,
transactions dependent upon the issuance of additional shares are less likely
to be undermined by delays and expenses occasioned by the need to obtain
shareholder authorization to provide the shares necessary to consummate such
transactions. Without an increase in authorized shares of Common Stock, the
Company may have to rely on debt, seek alternative financing means or forgo an
investment opportunity altogether.
In addition to the corporate purposes discussed above, the proposed
amendment could have an anti-takeover effect, although this is not the intent
of the Board of Directors. For example, if the Company were the subject of a
hostile takeover attempt, it could try to impede the takeover by issuing shares
of Common Stock, thereby diluting the voting power of the other outstanding
shares and increasing the cost of the takeover. The availability of this
defensive strategy to the Company could discourage unsolicited takeover
attempts. By potentially discouraging initiation of any such unsolicited
takeover attempts, the proposed amendment may limit the opportunity for
shareholders to realize a higher price for their shares than is generally
available in takeover attempts. The Board of Directors is not aware of any
attempt, or contemplated attempt, to acquire control of the Company, and the
Board of Directors has not presented this proposal with the intent that it be
utilized as a type of anti-takeover device.
Shareholders do not have preemptive rights or similar rights to
subscribe for or purchase any additional shares of Common Stock that may be
issued in the future. If the Board of Directors elects to issue additional
shares of Common Stock, such issuance may, depending on the circumstances, have
a dilutive effect on the earnings per share and other interests of the existing
shareholders.
VOTE NECESSARY TO APPROVE THE PROPOSED AMENDMENT
Under the Texas Business Corporation Act, adoption of the proposed
amendment requires the affirmative vote of the holders of at least two-thirds
of the outstanding shares entitled to vote at the Annual Meeting. The effect of
an abstention is the same as that of a vote against the approval of the
proposed amendment.
19
THE BOARD OF DIRECTORS UNANIMOUSLY RECOMMENDS A VOTE
"FOR" THE ELECTION OF
EACHADOPTION OF THE INDIVIDUALS NOMINATED FOR ELECTION AS A DIRECTOR.PROPOSAL TO AMEND AMERICREDIT CORP.'S
ARTICLES OF INCORPORATION TO INCREASE THE AUTHORIZED NUMBER
SHARES OF COMMON STOCK FROM 120,000,000 TO 230,000,000.
PROPOSAL TO AMEND THE AMERICREDIT CORP.
EMPLOYEE STOCK PURCHASE PLAN
(ITEM 2)3)
Since its adoption in 1994,inception, the AmeriCredit Corp. Employee Stock Purchase
Plan (the "Purchase Plan") has been a highly successful, broad-based employee
benefit plan, significant in the retention and motivation of the CompanyCompany's
employees who have elected to participate therein. Under thisthe Purchase Plan,
employees at all levels of the Company are able to participate, through stock
ownership, in the growth and financial success of the Company. As of June 30,
1998,2001, approximately 9503,050 employees were enrolled and participating in the
Purchase Plan, constituting 68%73% of all employees eligible to participate.Theparticipate. The
Company anticipates that the number of shares available for issuance under the
Purchase Plan will be substantially depleted within 12-18 months.
On April 28, 1998,August 7, 2001, the Stock Option/Compensation Committee amended the
Purchase Plan to increase the number of shares of Common Stock reserved under
the Purchase Plan from 500,000 shares2,000,000 to 1,000,000 shares3,000,000 (the "Amendment"). TheOn August 7,
2001, the Amendment was ratified by the Board of Directors and effective as of April
28, 1998, but is subject to
shareholder approval. If approved by shareholders at the Annual Meeting, the
first sentence of paragraph 12(a) of the Purchase Plan will be amended to
provide as follows:
"The maximum number of shares of Common Stock which shall be made
available for sale under the Plan shall be 1,000,000Three Million (3,000,000)
shares, subject to adjustment upon changes in capitalization of the
Company as provided in paragraph 18."
The remaining language of paragraphSection 12 will not be changed and the only
effect of the Amendment will be to increase the number of shares of Common
Stock authorized and available for issuance under the terms of the Purchase
Plan.
The Amendment is necessary in order to cover future purchases by
employees participating in the Purchase Plan. With the growth in the number of
employees employed by the Company, most all of whom are eligible participants
in the Purchase Plan, the Company anticipates that the number of shares
presently reserved for issuance under the Purchase Plan may soon be depleted.
The Amendment will enable the Company to continue the purposes of the Purchase
Plan by providing additional incentives to attract, retain and motivate
employees, and to instill shareholder considerations and values in the actions
of such employees.
Since participation in the Purchase Plan is entirely voluntary on the
participant's part, it is not possible to indicate the number, names or
positions of employees who will participate in the Purchase Plan or the number
of shares of Common Stock that will be purchased by any employee under the
Purchase Plan.
20
The primary provisions of the Purchase Plan are described in Appendix
A to this Proxy Statement. A copy of the Purchase Plan was contained in the
Company's Proxy Statement for the 1994 Annual Meeting of Shareholders and has
been filed by the Company with the Securities and Exchange Commission. Any
shareholder desiring a complete copy of the Purchase Plan may obtain it by
writing to AmeriCredit Corp., 200 Bailey Avenue,801 Cherry Street, Suite 3900, Fort Worth, Texas
76107,76102, Attention: Corporate Secretary.
The Company intends to register the 500,000one (1) million additional shares
of Common Stock issuable under the Amendment under the Securities Act of 1933,
assuming shareholders approve the proposal to increase the number of shares.
Shares purchased pursuant to the Purchase Plan after the effective date of such
registration could immediately be sold on the open market subject, in the case
of affiliates (as defined in Rule 144 under the Securities Act)Act of 1933), to
compliance with the provisions of Rule 144 other than the holding requirement.
17
Approval of the Amendment to the Purchase Plan by shareholders of the
Company is required by the terms of the Purchase Plan. The proposal to approve
the Amendment to the Purchase Plan requires approval by the holders of a
majority of the outstanding shares of Common Stock represented at the Annual
Meeting of Shareholders.
On September 18, 1998,, 2001, the closing price of the Company's Common Stock
on the New York Stock Exchange was $24.63.$____.
21
THE BOARD OF DIRECTORS UNANIMOUSLY RECOMMENDS A VOTE "FOR" THE
AMENDMENT TO THE AMERICREDIT CORP. EMPLOYEE STOCK PURCHASE PLAN.
PROPOSAL TO APPROVE AND ADOPT THE 1998 LIMITED
STOCK OPTION PLAN FOR AMERICREDIT CORP.
(ITEM 3)
On January 27, 1998, the Stock Option/Compensation Committee of the Board of
Directors approved the 1998 Limited Stock Option Plan for AmeriCredit Corp.
(the "1998 Plan"). The Board of Directors, in August 1998, ratified the action
of the Stock Option/Compensation Committee and directed that the 1998 Plan be
submitted to the shareholders of the Company for approval and adoption. The
material features of the 1998 Plan are discussed below, but the description is
subject to, and is qualified in its entirety by, the full text of the 1998
Plan attached as Appendix B to this Proxy Statement.
Purpose of the 1998 Plan. As discussed above in the Report of the Stock
Option/Compensation Committee, the principal purpose of the 1998 Plan is to
provide an incentive to the top five executive officers of the Company to
manage and expand the Company's business so as to increase the financial
success and value of the Company, particularly over the four-year period
following adoption of the Plan. In addition, the 1998 Plan will assist the
Company in retaining the officers most responsible for the continuing success
of the Company.
General Plan Provisions. The 1998 Plan provides for a one-time grant of
nonqualified stock options to the Company's top five executive officers as set
forth in the following table:
1998 PLAN BENEFITS
NUMBER OF SECURITIES
NAME AND POSITION DOLLAR VALUE(1) UNDERLYING OPTIONS
----------------- --------------- --------------------
Clifton H. Morris, Jr. .............. $5,502,216 568,000
Chairman and CEO
Michael R. Barrington................ $5,502,216 568,000
Vice Chairman, President
and Chief Operating Officer
Daniel E. Berce...................... $5,502,216 568,000
Vice Chairman and CFO
Edward H. Esstman.................... $3,836,052 396,000
President and Chief Operating
Officer--AFSI
Michael T. Miller.................... $1,937,400 200,000
Executive Vice President,
Chief Credit Officer
- --------
(1) As determined using the Black-Scholes model of option valuation to
determine grant date pre-tax present value. See "Option/SAR Grants in Last
Fiscal Year" table on page 10 of this Proxy Statement.
18
The number of shares of Common Stock that may be issued or awarded under the
1998 Plan shall not exceed 2,300,000, subject to adjustment in the event of
stock dividends, stock splits, combination of shares, recapitalizations or
other changes in the outstanding Common Stock. The shares issuable under the
1998 Plan may be drawn from either authorized but previously unissued shares
of Common Stock or from reacquired shares of Common Stock, including shares
purchased by the Company on the open market and held as treasury shares. On
September 18, 1998, the closing price of the Company's Common Stock on the New
York Stock Exchange was $24.63.
No additional stock options or other awards will be granted under the 1998
Plan and no employees of the Company other than Messrs. Morris, Barrington,
Berce, Esstman and Miller are eligible for participation under the 1998 Plan.
If any stock options granted under the 1998 Plan expire or are terminated,
cancelled or surrendered for any reason without having been exercised in full,
the unpurchased shares of Common Stock subject to such options will not become
available for regranting under the 1998 Plan.
Exercise Price of Stock Options. The exercise price of all stock options
granted under the 1998 Plan is $24 per share. The exercise price is equal to
approximately 108% of the closing price of the Company's Common Stock on the
New York Stock Exchange on January 26, 1998, the day immediately preceding the
date the 1998 Plan was adopted by the Committee.
Exercisability of Stock Options; Accelerated Vesting. Stock options granted
under the 1998 Plan become exercisable in full on January 1, 2005,
approximately one month before the options and the Plan terminate on January
26, 2005. However, the options will be accelerated and become exercisable on a
cumulative basis if the Company achieves the earnings per share targets
according to the following schedule:
EARNINGS PER ACCELERATED
FISCAL YEAR SHARE TARGET VESTING
----------- ------------ -----------
June 30, 1999................................... $2.42 25%
June 30, 2000................................... 3.03 50%
June 30, 2001................................... 3.78 75%
June 30, 2002................................... 4.73 100%
The earnings per share targets require earnings per share growth of 30% in
fiscal 1999 (as compared to earnings per share for fiscal 1998), and earnings
per share growth of 25% in each of fiscal years 2000, 2001 and 2002. The Plan
provides that if the earnings per share target is not achieved for the
occurrence of accelerated vesting in a fiscal year, then the non-accelerated
options will be eligible for accelerated vesting in any subsequent fiscal year
ending on or before June 30, 2002 if the cumulative earnings per share
achieved by the Company exceeds the cumulative earnings per share targets as
of the end of such subsequent fiscal year.
Administration of 1998 Plan. The 1998 Plan will be administered by the Stock
Option/Compensation Committee, a committee of the Board of Directors comprised
of at least three directors, each of whom is a "disinterested person" within
the meaning of Rule 16b-3 under the Securities Exchange Act of 1934. The
Committee shall have, among other powers, the power to interpret, waive,
amend, establish or suspend rules and regulations of the 1998 Plan in its
administration of such Plan.
Federal Income Tax Consequences. The grant of nonqualified stock options
under the 1998 Plan will not result in income for the grantee or in a
deduction for the Company. The exercise of a nonqualified stock option will
result in ordinary income for the grantee and a deduction for the Company
measured by the difference between the option price and the fair market value
of the shares received at the time of exercise. Income tax withholding will be
required.
Other Information. Upon a change in control as defined in, and subject to
certain limitations under the 1998 Plan, all outstanding stock options will
become immediately exercisable. Stock options granted under the 1998 Plan are
nontransferable except, in certain circumstances provided under Rule 16b-3, to
immediate family members, to partnerships whose partners are such family
members and to a person or other entity for which the optionee is entitled to
a deduction for a "charitable contribution" under the Internal Revenue Code of
1986.
19
Upon approval of the Company's shareholders, the 1998 Plan and all stock
options granted thereunder will be effective January 27, 1998, and will
terminate on January 26, 2005, unless terminated earlier by the Board of
Directors or extended by the Board with the approval of the shareholders. The
Board or the Committee may amend the 1998 Plan as it deems advisable;
provided, however, that shareholder approval must be obtained for any
amendment increasing the number of available shares under the Plan or changing
the class of eligible participants, or extending the termination date of the
1998 Plan.
THE BOARD OF DIRECTORS UNANIMOUSLY RECOMMENDS A VOTE "FOR" THE ADOPTION OF
THE 1998 LIMITED STOCK OPTION PLAN FOR AMERICREDIT CORP.
RATIFICATION OF SELECTION OF INDEPENDENT PUBLIC ACCOUNTANTS
(ITEM 4)
The Board of Directors has selected PricewaterhouseCoopers LLP as
independent public accountants for the Company to audit its consolidated
financial statements for the fiscal year ending June 30, 1999,2002, and has
determined that it would be desirable to request that the shareholders ratify
such selection. The affirmative vote of a majority of the outstanding shares of
Common Stock voting at the Annual Meeting in person or by proxy is necessary
for the ratification of the appointment by the Board of Directors of
PricewaterhouseCoopers LLP as independent public accountants.
PricewaterhouseCoopers LLP (or the predecessor to such firm) served as the
Company's independent public accountants for the fiscal year ended June 30,
19982001 and has reported on the Company's consolidated financial statements for
such year. Representatives of PricewaterhouseCoopers LLP are expected to be
present at the Annual Meeting and will be available to respond to appropriate
questions from shareholders.
Shareholder ratification is not required for the selection of
PricewaterhouseCoopers LLP, since the Board of Directors has the responsibility
for selecting the Company's independent public accountants. Nonetheless, the
selection is being submitted for ratification at the Annual Meeting with a view
towards soliciting the shareholders' opinions, which the Board of Directors
will take into consideration in future deliberations.
THE BOARD OF DIRECTORS RECOMMENDS A VOTE "FOR" THE RATIFICATION OF
PRICEWATERHOUSECOOPERS LLP AS INDEPENDENT PUBLIC ACCOUNTANTS OF THE COMPANY FOR
THE FISCAL YEAR ENDING JUNE 30, 1999.2002.
22
REPORT OF THE AUDIT COMMITTEE
The Audit Committee is composed of four Directors, each of whom meets
the independence and experience requirements of the New York Stock Exchange.
The members of the Committee are Messrs. Dike, Greer, Higgins and Jones. The
Audit Committee acts under a written charter, adopted by the Board of
Directors, a copy of which is included in this Proxy Statement as Appendix B.
Management has the primary responsibilities for the financial
statements and the financial reporting process, including the system of
internal controls. The Audit Committee oversees the Company's financial
reporting process and internal controls on behalf of the Board of Directors. In
this regard, the Audit Committee helps to ensure independence of the Company's
auditors, the integrity of management and the adequacy of disclosure to
shareholders. Representatives of the internal audit department, independent
public accountants and financial management have unrestricted access to the
Audit Committee and periodically meet privately with the Audit Committee.
The Audit Committee reviewed and discussed the audited financial
statements in the Annual Report with management and the Company's independent
public accountants. The independent public accountants are responsible for
expressing an opinion on the conformity of the Company's audited financial
statements with generally accepted accounting principles, including a
discussion of the quality of the Company's accounting principles, the
reasonableness of significant judgments, the clarity of disclosures in the
financial statements and the adequacy of internal controls. The Audit Committee
discussed with the independent public accountants the results of the fiscal
2001 audit and all other matters required to be discussed by Statement on
Auditing Standards No. 61, Communications with Audit Committees. In addition,
the Committee received, reviewed and discussed the written disclosures from the
independent public accountants required by Independence Standards Board
Standard No. 1, Independence Discussions with Audit Committees. Based on the
preceding review and discussions contained in this paragraph, the Audit
Committee recommended to the Board of Directors that the audited financial
statements be included in the Company's Annual Report on Form 10-K for the
fiscal year ended June 30, 2001 for filing with the Securities and Exchange
Commission.
AUDIT FEES: Aggregate fees and costs billed to the Company by
PricewaterhouseCoopers LLP for professional services rendered for the audit of
financial statements for the fiscal year ended June 30, 2001 and for reviewing
the financial statements included in the Company's Form 10-Qs for the fiscal
year ended June 30, 2001 were $[170,023 ].
FINANCIAL INFORMATION SYSTEMS DESIGN AND IMPLEMENTATION FEES:
Aggregate fees and costs billed to the Company for the professional services
described in Paragraph (c)(4)(ii) of Rule 2-01 of Regulation S-X (relating to
financial information systems design and implementation) rendered by
PricewaterhouseCoopers LLP for the fiscal year ended June 30, 2001 were
$[478,382 ].
ALL OTHER FEES: Aggregate fees and cost billed to the Company for
services rendered by PricewaterhouseCoopers LLP for the fiscal year ended June
30, 2001, other than audit and financial information systems design and
implementation services, were $[459,147 ]. All other fees include fees and
costs for professional services rendered by PricewaterhouseCoopers LLP in
connection with the Company's securitization program and other warehouse
facility reviews.
The Audit Committee has determined that the provision of services
covered by the two preceding paragraphs is compatible with maintaining the
principal accountant's independence from the Company.
KENNETH H. JONES, JR. (CHAIRMAN)
A. R. DIKE
JAMES H. GREER
DOUGLAS K. HIGGINS
23
OTHER BUSINESS
(ITEM 5)
The Board knows of no other business to be brought before the Annual
Meeting. If, however, any other business should properly come before the Annual
Meeting, the persons named in the accompanying proxy will vote the proxy as in
their discretion they may deem appropriate, unless they are directed by the
proxy to do otherwise.
20
SHAREHOLDER PROPOSALS
Any proposalPursuant to be presentedvarious rules promulgated by the SEC, a shareholder atthat
seeks to include a proposal in the Company's 1999proxy statement and form of proxy
card for the Annual Meeting of Shareholders of the Company to be held in 2002
must be presentedtimely submit such proposal in accordance with SEC Rule 14a-8 to the
Company, addressed to Chris A. Choate, Secretary, 801 Cherry Street, Suite
3900, Fort Worth, Texas 76102 no later than May 30, 2002. Further, a
shareholder may not present a proposal for inclusion in the Company's proxy
statement and form of proxy card related to the 2002 annual meeting and may not
submit a matter for consideration at least 120the 2002 annual meeting, regardless of
whether presented for inclusion in the Company's proxy statement and form of
proxy card, unless the shareholder shall have timely complied with the
Company's bylaw requirements which set a notice deadline after which a
shareholder will not be permitted to present a proposal at the Company's
shareholder meetings. The bylaws state that in order for business to be
properly brought before an annual meeting by a shareholder, the shareholder
must have given timely notice thereof in writing to the Secretary of the
Company. To be timely, a shareholder's notice must be delivered to or mailed
and received at the principal executive offices of the Company not less than 60
days nor more than 90 days prior to the datefirst anniversary of the preceding
year's annual meeting. A shareholder's notice to the Secretary must set forth
as to each matter the holder proposes to bring before the meeting, a brief
description of the business desired to be brought before the meeting and the
reasons for conducting such business at the meeting; the name and address, as
they appear on the Company's books, of the shareholder proposing such business
and the name and address of the beneficial owner, if any, on whose behalf the
proposal is made; the class and number of shares of the Company which are owned
beneficially and of record by such shareholder of record and by the beneficial
owner, if any, on whose behalf the proposal is being made; and any material
interest of such shareholder of record and beneficial owner, if any, on whose
behalf the proposal is made in such business. A notice given pursuant to this
provision of the Company's bylaws will not be timely with respect
24
to the Company's 2002 meeting unless duly given by no later than September 4,
2002 and no earlier than August 5, 2002.
With respect to business to be brought before the 2001 Annual Meeting,
the Company has not received any notices from shareholders that the Company mails the notice of such meeting. It is
estimated that such deadline will be May 28, 1999, with the mailing of such
noticerequired to be approximately September 24, 1999.include in this Proxy Statement.
BY ORDER OF THE BOARD OF DIRECTORS
Chris A. Choate
Secretary
September 25, 199823, 2001
Fort Worth, Texas
IT IS IMPORTANT THAT PROXIES BE RETURNED PROMPTLY. SHAREHOLDERS WHO DO
NOT EXPECT TO ATTEND THE MEETING AND WISH THEIR STOCK TO BE VOTED ARE URGED TO
DATE, SIGN AND RETURN THE ACCOMPANYING PROXY IN THE ENCLOSED SELF-ADDRESSED
ENVELOPE. NO POSTAGE IS REQUIRED IF MAILED IN THE UNITED STATES.
2125
APPENDIX A
DESCRIPTION OF THE AMERICREDIT CORP.
EMPLOYEE STOCK PURCHASE PLAN
GENERAL
In July 1994, the Board of Directors authorized the adoption of the
AmeriCredit Corp. Employee Stock Purchase Plan (the "Purchase Plan") and
reserved 500,000 shares of Common Stock for issuance thereunder. In November
1994, the Purchase Plan was approved by the Shareholders of the Company. On
April 28, 1998, the Stock Option/Compensation Committee amended the Purchase
Plan to increase the number of shares of Common Stock reserved under the
Purchase Plan from 500,000 to 1,000,000 shares (the "Amendment"("Amendment No. 1"). The
Amendment
No.1 was ratified by the Board of Directors as of April 28, 1998. On November
4, 1998, Amendment No.1 was adopted and approved by shareholders at the 1998
Annual Meeting. On October 1, 1998, the Company completed a two for one stock
split which has beenincreased the shares of Common Stock reserved under the Purchase
Plan to 2,000,000 shares.
On August 7, 2001, the Stock Option/Compensation Committee amended the
Purchase Plan to increase the number of shares of Common Stock reserved under
the Purchase Plan from 2,000,000 to 3,000,000 ("Amendment No. 2"). Amendment
No. 2, which was ratified by the Board of Directors, was effective April 28, 1998August 7,
2001 but is subject to shareholder approval. If approved by shareholders at the
19982001 Annual Meeting, the first sentence of paragraph 12(a) of the Purchase Plan
will be amended to provide as follows:
"TheThe maximum number of shares of the Company's Common Stock which shall
be made available for sale under the Plan shall be 1,000,0003,000,000 shares,
subject to adjustment upon changes in capitalization of the Company as
provided in paragraph 18."
The remaining language of paragraph 12 will not be changed and the
only effect of the Amendment No. 2 will be to increase the number of shares of
Common Stock authorized and available for issuance under the terms of the
Purchase Plan. The purpose of the Purchase Plan is to provide employees
(including officers) of the Company and its majority owned subsidiaries with an
opportunity to purchase Common Stock from the Company through payroll
deductions. The essential features of the Purchase Plan are outlined below.
OFFERING PERIOD
Offerings under the Purchase Plan have a duration of 24 months and
commence on the Monday immediately following the completion of the first
payroll period ending in December and June of each year, unless otherwise
specified by the Board of Directors. Each offering period is composed of four
six-month exercise periods. The Board of Directors has the power to alter the
duration of an offering period with respect to future offerings if announced at
least fifteen days prior to the scheduled beginning of the first offering
period to be affected.
A-1
GRANT AND EXERCISE OF OPTION
On the first day of an offering period (the "Enrollment Date"), the
participant is granted an option to purchase on each exercise date during such
offering period up to a number of whole shares of the Common Stock determined
by dividing 10% of the participant's Compensation (as defined in the Purchase
Plan) by the lower of (i) 85% of the fair market value of a share of the Common
Stock on the Enrollment Date or (ii) 85% of the fair market value of a share of
Common Stock on the exercise date, provided that the maximum number of shares
subject to such option during such offering period shall in no event exceed
5,000 shares. The number of shares subject to such option shall be reduced, if
necessary, to maintain the limitations with respect to a participant's
ownership of stock and/or options to purchase stock possessing 5% or more of
the total combined voting power or value of all classes of stock of the Company
or any subsidiary, and to restrict a participant's right to purchase stock
under the Purchase Plan to $25,000 in fair market value of such stock
(determined at the time the option is granted) for each calendar year in which
such option is outstanding at any time. Unless the employee's participation is
discontinued,discounted, his option for the purchase of shares will be exercised
automatically at the end of each six monthsix-month exercise period within the offering
period at the applicable price. To the extent an employee's payroll deductions
exceed the amount required to purchase the shares subject to option, such
excess amount shall be held in such participant's account for the next exercise
period, unless such participant has withdrawn from the offering period or
unless such offering period has terminated with such exercise date, in which
case such amount shall be returned to the employee without interest.
A-1
SHARES AVAILABLE UNDER THE PURCHASE PLAN
If the Amendment No.2 is approved by shareholders, the total number of
shares of Common Stock that are issuable under the Purchase Plan will be
1,000,000,3,000,000, subject to adjustment as described below under "Capital Changes."
ELIGIBILITY AND PARTICIPATION
Any employee who is customarily employed for at least 20 hours per
week and more than five months per calendar year by the Company or its majority
owned subsidiaries is eligible to participate in offerings under the Purchase
Plan. Employees become participants in the Purchase Plan by delivering to the
company a subscription agreement authorizing payroll deductions within the
specified period of time prior to the commencement of each offering period.
No employee is permitted to purchase shares under the Purchase Plan if
such employee owns 5% or more of the total combined voting power or value of
all classes of shares of stock of the Company (including shares that may be
purchased under the Purchase Plan or pursuant to any other options). In
addition, no employee is entitled to purchase more than $25,000 worth of shares
(based on the fair market value of the shares at the time the option is
granted) in any calendar year.
PURCHASE PRICE
The price at which shares are sold under the Purchase Plan is
eighty-five percent (85%) of the fair market value per share of Common Stock at
either the beginning of the offering period or at the end of each six-month
exercise period, whichever is lower.
A-2
PAYROLL DEDUCTIONS
The purchase price of the shares is accumulated by payroll deduction
over each offering period. The deductions may not be greater than 10% of a
participant's compensation. Compensation for purposes of the Purchase Plan
includes salary and commissions (excluding overtime, bonuses, special awards,
and reimbursements) plus bonuses, commissions and other incentive payments paid
during the immediately preceding twelve monthtwelve-month period. A participant may
decrease or, within such limits, increase his or her rate of payroll deductions
at any time during the offering period.
All payroll deductions of a participant are credited to his or her
account under the Purchase Plan and are deposited with the general funds of the
Company. Such funds may be used for any corporate purpose pending the purchase
of shares. No charges for administrative or other costs may be made by the
Company against the payroll deductions.
ADMINISTRATION
The Purchase Plan is administered by the Board of Directors or a
committee appointed by the Board. Directors who are eligible employees are
permitted to participate in the Purchase Plan; provided, however, that (i)
directors who are eligible to participate in the Purchase Plan may not vote on
any matter affecting the administration or the grant of any option pursuant to
the Purchase Plan and (ii) if a committee is established to administer the
Purchase Plan, no committee member will be eligible to participate in the
Purchase Plan.
WITHDRAWAL FROM THE PLAN
A participant may terminate his or her interest in a given offering,
or in a given exercise period, by withdrawing all, but not less than all, of
the accumulated payroll deductions credited to such participant's account at
any time prior to the end of the offering period. The withdrawal of accumulated
payroll deductions automatically terminates the employee's interest in that
offering, or exercise period, as the case may be. As soon as practicable after
such withdrawal, the payroll deductions credited to a participant's account are
returned to the participant without interest.
A-2
A participant's withdrawal from an offering does not have any effect
upon such participant's eligibility to participate in subsequent exercise
periods within the same offering period.
TERMINATION OF EMPLOYMENT
Termination of a participant's employment for any reason, including
retirement or death or the failure to remain in the continuous employ of the
Company for at least 20 hours per week (except for certain leaves of absence),
cancels his or her participation in the Purchase Plan immediately. In such
event, the payroll deductions credited to the participant's account will be
returned to the participant, or in the case of death, to the person or persons
entitled thereto, without interest.
A-3
CAPITAL CHANGES
In the event of changes in the Common Stock of the Company due to
stock dividends or other changes in capitalization, or in the event of any
merger, sale or any other reorganization, appropriate adjustments will be made
by the Company to the shares subject to purchase and to the price per share.
NONASSIGNABILITY
No rights or accumulated payroll deductions of an employee under the
Plan may be pledged, assigned or transferred for any reason, and any such
attempt may be treated by the Company as an election to withdraw from the
Purchase Plan.
AMENDMENT AND TERMINATION OF THE PLAN
The Board of Directors of the Company may at any time amend or
terminate the Purchase Plan, except that such termination cannot affect options
previously granted, nor may any amendment make any change in an existing option
that adversely affects the rights of any participant. No amendment may be made
to the Purchase Plan without prior approval of the shareholders of the Company
if such amendment would increase the number of shares that may be issued under
the Purchase Plan, permit payroll deductions at a rate in excess of 10% of a
participant's compensation, change the designation of the employees eligible
for participation in the Purchase Plan or constitute an amendment for which
shareholder approval is required in order to comply with Rule 16b-3, or any
successor rule.
TAX INFORMATION
The Purchase Plan and the right of participants to make purchases
thereunder is intended to qualify under the provisions of Sections 421 and 423
of the Internal Revenue Code. Under these provisions, no income will be taxable
to participant at the time of grant of the option or purchase of shares. Upon
disposition of the shares, the participant will generally be subject to tax and
the amount of the tax will depend upon the holding period. If the shares have
been held by the participant for more than two years after the date of option
grant and one year from the date of option exercise, the lesser of (a) the
excess of the fair market value of the shares at the time of such disposition
over the option price, or (b) the excess of the fair market value of the shares
at the time the option was granted over the option price (which option price
will be computed as of the grant date) will be treated as ordinary income, and
any further gain will be treated as long-term capital gain. If the shares are
disposed of before the expiration of these holding periods, the excess of the
fair market value of the shares on the exercise date overof the option price will
be treated as ordinary income, and any further gain or loss on such disposition
will be long or short-term capital gain or loss, depending on the holding
period. The Company is not entitled to a deduction for amounts taxed as
ordinary income or capital gain to a participant except to the extent of
ordinary income reported by participants upon disposition of shares prior to
the expiration of the holding period described above.
The foregoing is only a summary of the effect of federal income
taxation upon the participant and the Company with respect to the shares
purchased under the Purchase Plan. Reference should be made to the A-3
applicable
provisions of the Code. In addition, the summary
A-4
does not discuss the tax consequences of a participant's death or the income
tax laws of any state or foreign country in which the participant may reside.
OTHER INFORMATION
The Purchase Plan was effective in July 1994 and will terminate in
July 2014, unless terminated earlier by the Board of Directors or extended by
the Board with the approval of shareholders.
As described above, substantially all employees of AmeriCredit are
eligible to participate in the Purchase Plan. As of June 30, 1998,2001,
approximately 9503,050 employees were enrolled and participating, representing 68%73%
of all AmeriCredit employees eligible to participate. Otherwise, it is not
possible to state the number of shares of Common Stock that may be purchased
under the Purchase Plan by any individual (or groups of individuals) who may
participate in the Purchase Plan.
A-4A-5
APPENDIX B
1998 LIMITED STOCK OPTION PLAN
FORCHARTER OF THE AUDIT COMMITTEE
OF
THE BOARD OF DIRECTORS
OF AMERICREDIT CORP.
1. Purpose.PURPOSE OF THE AUDIT COMMITTEE.
The purpose of this Plan is to advance the interestsAudit Committee of
AmeriCredit Corp. and increase share value by providing additional incentives
to retain and motivate certain key employees upon whose efforts and judgment
its success is materially dependent.
2. Definitions. As used herein, the following terms shall have the meaning
indicated:
(a) "ACCOUNTANT'S REPORT DATE" shall mean the date of the report issued
by the Company's independent public accountants on the Company's financial
statements for the Fiscal Year ended immediately prior to the date of such
report.
(b) "AVAILABLE SHARES" shall mean, at each time of reference, the total
number of Shares described in SECTION 3 with respect to which the Committee
may grant an Option, all of which Available Shares shall be held in the
Company's treasury or shall be made available from authorized and unissued
Shares.
(c) "DILUTED EARNINGS PER SHARE" shall mean that number computed in
accordance with Generally Accepted Accounting Principles (GAAP) and
reported as such in the Company's consolidated financial statements.
(d) "BOARD" shall mean the Board of Directors (the
"Audit Committee") of AmeriCredit Corp., a Texas corporation (the "Company"),
is to assist the Board in oversight of (1) the integrity of the Company.
(e) "CAUSE" shall meanfinancial
statements of the Optionee's willful misconduct or gross
negligence, as reasonably determinedCompany, (2) the compliance by the Committee in its sole
discretion.
(f) "CHANGE IN CONTROL" shall haveCompany with legal and
regulatory requirements and (3) the meaning specified in SECTION
10(B).
(g) "CLOSING PRICE" shall mean, as of a particular date, the closing sale
price of Shares, which shall be (i) if the Shares are listed or admitted
for trading on any United States national securities exchange, the last
reported sale priceindependence and performance of the
Shares on such exchange as reported in any
newspaper of general circulation or (ii) if the Shares are quoted on
NASDAQ, or any similar system of automated dissemination of quotations of
securities prices in common use, the mean between the closing high bidCompany's internal and low asked quotations for such day on such system. If neither clause (i) nor
clause (ii) is applicable, it shall be the fair market value of the Shares
determined by any fair and reasonable means prescribed by the Committee.
(h) "CODE" shall mean the Internal Revenue Code of 1986, as now or
hereafter amended.
(i) "COMMITTEE" shall mean aexternal auditors.
2. MEMBERSHIP AND APPOINTMENT.
The Audit Committee designated by the Board which shall consist of not less than two membersat least three (3) directors who
meet the independence and financial acumen and experience requirements of the
Board who shall be
appointed by, and shall serve at the pleasurelisting standards of the Board. Unless the
Board determines otherwise, the members of the Committee shall be "non-
employee directors" within the meaning of Rule 16b-3 of the General Rules
and Regulations of the SecuritiesNew York Stock Exchange, Act of 1934, and "outside
directors" within the meaning of Section 162(m) of the Code and the
regulations thereunder.
(j) "COMPANY" shall mean AmeriCredit Corp.
(k) "CUMULATIVE PERFORMANCE" shall mean the sum of the actual Diluted
Earnings Per Share for each Fiscal Year through the end of the Fiscal Year
next preceding the Accountant's Report Date with respect to which the
calculation is being made.
(l) "CUMULATIVE TARGET" shall mean the sum of the Performance Targets for
each Fiscal Year through the end of the Fiscal Year next preceding the
Accountant's Report Date with respect to which the calculation is being
made.
(m) "DATE OF GRANT" shall mean January 27, 1998, which is the date as of
which the Committee took formal action to approve the grant of the Options.
B-1
(n) "DIRECTOR" shall mean a member of the Board.
(o) "DISABILITY" shall mean a Optionee's present incapacity resulting
from an injury or illness (either mental or physical) which, in the
reasonable opinion of the Committee based on such medical evidence as it
deems necessary, will result in death or can be expected to continue for a
period of at least twelve (12) months and will prevent the Optionee from
performing the normal services required of the Optionee by the Company,
provided, however, that such disability did not result, in whole or in
part: (i) from chronic alcoholism; (ii) from addiction to narcotics; (ii)
from a felonious undertaking; or (iv) from an intentional self-inflicted
wound.
(p) "EFFECTIVE DATE" shall mean January 27, 1998.
(q) "ELIGIBLE PERSON" shall mean Clifton H. Morris, Jr., Michael R.
Barrington, Daniel E. Berce, Edward H. Esstman and Michael T. Miller.
(r) "FISCAL YEAR" shall mean each twelve (12) month period beginning on
July 1 and ending on June 30 occurring during the period ending June 30,
2002, and shall be identified by reference to the calendar year in which it
ends.
(s) "INCREMENT (FIRST, SECOND, ETC)" shall mean the four separate 25%
increments into which each Option's Shares are hereby divided, and which
shall be referred to hereunder as the First Increment, Second Increment,
Third Increment and Fourth Increment and, without limitation, each such
Increment shall consist of that number of Shares equal to 25% of the
Original Shares.
(t) "OPTION" shall mean the nonqualified stock options which are granted
hereunder.
(u) "OPTIONEE" shall mean an Eligible Person to whom an Option is
granted.
(v) "OPTION PRICE" shall mean $24.00 per Share, which is 107.5% of the
Closing Price of $22.3125 on the Date of Grant.
(w) "ORIGINAL SHARES" shall mean the Shares subject to the Option of
reference on its Date of Grant.
(x) "PERFORMANCE TARGET" shall mean, with respect to each Fiscal Year
through the Fiscal Year 2002, the Diluted Earnings Per Share set forth in
whichever of Section 8(a)(i), 8(b)(i)(x), 8(c)(i)(x) or 8(d)(i) applies to
such Fiscal Year.
(y) "PLAN" shall mean this 1998 Limited Stock Option Plan For AmeriCredit
Corp.
(z) "SHARE(S)" shall mean a share of the Company's Common Stock, par
value $.01 per share, and any share or shares of capital stock or other
securities of the Company hereafter issued or issuable upon, in respect of
or in substitution or exchange for each such share.
(aa) "VEST" shall mean with respect to certain Shares subject to an
Option, that the Optionee has satisfied the conditions set forth in such
Option (including without limitation, the conditions set forth in this Plan
which are incorporated by reference in such Option) which entitle him to
exercise the Option with respect to such Shares.
3. Available Shares. As of January 27, 1998, Two Million Three Hundred
Thousand (2,300,000) Shares shall automatically, and without further action,
become Available Shares. To the extent any Option shall terminate, expire or
be canceled, the Available Shares subject to such Option shall no longer be
subject to the Plan.
4. Conditions for Grant of Options.
(a) Only Eligible Persons shall be granted Options, and in selecting the
Eligible Persons, and granting the Options, the Committee has taken into
consideration the contribution the Eligible Person has made or may be
reasonably expected to make to the success of the Company and such other
factors as the Committee determined to be important. The Committee reached its
decision after consulting with and receiving recommendations from officers and
other personnel of the Company with regard to these matters.
B-2
(b) The Options granted to Eligible Persons are in addition to regular
salaries, retirement, life insurance or other benefits related to their
service to the Company, and do not confer upon Eligible Persons any right to
continuance of employment by the Company; and provided, further, that nothing
herein shall be deemed to limit the ability of the Company to enter into any
other compensation arrangements with any Eligible Person.
(c) The Committee shall determine in each case whether periods of military
or government service shall constitute a continuation of employment for the
purposes of this Plan or any Option.
5. Grant of Options. On the Date of Grant, the Committee has granted
Eligible Employees Options to purchase the following number of Available
Shares:
AVAILABLE SHARES
SUBJECT TO
OPTIONEE OPTION
-------- ----------------
Clifton H. Morris Jr.................................... 568,000
Michael R. Barrington................................... 568,000
Daniel E. Berce......................................... 568,000
Edward H. Esstman....................................... 396,000
Michael T. Miller....................................... 200,000
These are the only Options which will be issued under the Plan. An Option
granted hereunder shall be evidenced by a written agreement that shall contain
such provisions as shall be selected by the Committee, not inconsistent with
the terms of this Plan, and which may incorporate the terms of this Plan by
reference.
6. Payment of Option Price. The Option Price shall be paid solely in cash,
by certified or cashier's check, by wire transfer, by money order, with
Shares, or by a combination of the above; provided, however, that the
Committee may accept a personal check in full or partial payment of any
Shares. If the Option Price is paid in whole or in part with Shares, the value
of the Shares surrendered shall be their Closing Price on the date they are
surrendered.
7. Exercise of Options. An Option shall be deemed exercised when (i) the
Committee has received written notice of such exercise in accordance with the
terms of the Option, and (ii) full payment of the aggregate Option Price of
the Shares as to which the Option is exercised has been made.
8. Exercisability of Options. An Option shall Vest in accordance with the
following Vesting schedule:
(a) Each Option shall become Vested with respect to its First Increment
on the first to occur of (i) the Accountant's Report Date following the
1999 Fiscal Year if the Company's Diluted Earnings Per Share for the 1999
Fiscal Year shall equal or exceed $2.42, or (ii) the first subsequent
Accountant's Report Date (if any) on which the Cumulative Performance
equals or exceeds the Cumulative Target with respect to such Accountant's
Report Date.
(b) Each Option shall become Vested with respect to its Second Increment
on the first to occur of (i) the Accountant's Report Date following the
2000 Fiscal Year if either (x) the Company's Diluted Earnings Per Share for
the 2000 Fiscal Year shall equal or exceed $3.05, or (y) the Cumulative
Performance equals or exceeds the Cumulative Target with respect to such
Accountant's Report Date, or (ii) the first subsequent Accountant's Report
Date (if any) on which the Cumulative Performance equals or exceeds the
Cumulative Target with respect to such Accountant's Report Date.
(c) Each Option shall become Vested with respect to its Third Increment
on the first to occur of (i) the Accountant's Report Date following the
2001 Fiscal Year if either (x) the Company's Diluted Earnings Per Share for
the 2001 Fiscal Year shall equal or exceed $3.78, or (y) the Cumulative
Performance equals or exceeds the Cumulative Target with respect to such
Accountant's Report Date, or (ii) the first subsequent Accountant's Report
Date (if any) on which the Cumulative Performance equals or exceeds the
Cumulative Target with respect to such Accountant's Report Date.
B-3
(d) Each Option shall become Vested with respect to its Fourth Increment
on the Accountant's Report Date following the 2002 Fiscal Year if either
(i) the Company's Diluted Earnings Per Share for the 2002 Fiscal Year shall
equal or exceed $4.73, or (ii) the Cumulative Performance equals or exceeds
the Cumulative Target for such Accountant's Report Date.
(e) On January 1, 2005 each Option shall become Vested with respect to
all of the Original Shares (i.e. with respect to all Increments) which have
not previously become Vested.
9. Termination of Option Period.
(a) The unexercised portion of an Option shall automatically and without
notice terminate and become null and void at the time of the earliest to occur
of the following:
(i) ninety (90) days after the date that Optionee ceases to be employed
by the Company regardless of the reason therefor, other than a cessation by
reason of death, Disability or for Cause;
(ii) one (1) year after the date on which the Optionee ceases to be
employed by the Company by reason of Disability;
(iii) (y) one (1) year after the date that Optionee ceases to be employed
by the Company by reason of death, or (z) the later of (I) the date
provided in whichever of SUBSECTION 9(A)(I) OR 9(A)(II), if any, apply on
the date of death, and (II) six (6) months after the date on which such
person shall die if that shall occur during whichever of the periods
described in SUBSECTION 9(A)(I) OR 9(A)(II), if any, apply on the date of
death;
(iv) the date that Optionee ceases to be employed by the Company, if such
cessation is for Cause; and
(v) January 26, 2005.
(b) In the event of the consummation of any of the transactions described in
SUBSECTION 10(A), the Committee may, by giving written notice ("CANCELLATION
NOTICE"), cancel, all or any portion of such Option which remains unexercised
on such date. Such Cancellation Notice shall be given a reasonable period of
time (but not less than 15 days) prior to the proposed date of such
cancellation, and may be given either before or after the consummation of such
transaction.
10. Change in Control.
(a) In the event of a Change in Control, each Option granted under the Plan
shall become fully Vested.
(b) For purposes hereof, a "Change in Control" shall be deemed to have
occurred as of the date on which an event described in any one or more of the
following paragraphs shall have occurred:
(i) any Person is or becomes the Beneficial Owner, directly or
indirectly, of securities of the Company (not including in the securities
beneficially owned by such Person any securities acquired directly from the
Company or its Affiliates) representing 30% or more of the combined voting
power of the Company's then outstanding securities, excluding any Person
who becomes such a Beneficial Owner in connection with a transaction
described in clause (I) of paragraph (iii) below; or
(ii) the following individuals cease for any reason to constitute a
majority of the number of directors then serving: individuals who, on
January 27, 1998 constitute the Board and any new director (other than a
director whose initial assumption of office is in connection with an actual
or threatened election contest, including but not limited to a consent
solicitation, relating to the election of directors of the Company) whose
appointment or election by the Board or nomination for election by the
Company's stockholders was approved or recommended by a vote of at least
two-thirds ( 2/3) of the directors then still in office who either were
directors on January 27, 1998 or whose appointment, election or nomination
for election was previously so approved or recommended; or
B-4
(iii) there is consummated a merger or consolidation of the Company or
any direct or indirect subsidiary of the Company with any other
corporation, other than (I) a merger or consolidation which would result in
the voting securities of the Company outstanding immediately prior to such
merger or consolidation continuing to represent (either by remaining
outstanding or by being converted into voting securities of the surviving
entity or any parent thereof) at least 60% of the combined voting power of
the securities of the Company or such surviving entity or any parent
thereof outstanding immediately after such merger or consolidation or (II)
a merger or consolidation effected to implement a recapitalization of the
Company (or similar transaction) in which no Person is or becomes the
Beneficial Owner, directly or indirectly, of securities of the Company (not
including in the securities Beneficially Owned by such Person any
securities acquired directly from the Company or its Affiliates other than
in connection with the acquisition by the Company or its Affiliates of a
business) representing 30% or more of the combined voting power of the
Company's then outstanding securities; or
(iv) the stockholders of the Company approve a plan of complete
liquidation or dissolution of the Company or there is consummated an
agreement for the sale or disposition by the Company of all or
substantially all of the Company's assets, other than a sale or disposition
by the Company of all or substantially all of the Company's assets to an
entity, at least 60% of the combined voting power of the voting securities
of which are owned by stockholders of the Company in substantially the same
proportions as their ownership of the Company immediately prior to such
sale.
(v) For purposes hereof:
"AFFILIATE" shall have the meaning set forth in Rule 12b-2
promulgated under Section 12 of the Exchange Act.
"BENEFICIAL OWNER" shall have the meaning set forth in Rule 13d-3
under the Exchange Act.
"EXCHANGE ACT" shall mean the Securities Exchange Act of 1934, as amended from time to time.
"PERSON"The Board of Directors shall appoint the members of the Audit Committee, to
serve terms coterminous with their respective terms as directors of the Company.
3. AUTHORITY.
The Audit Committee shall have the meaning given in Section 3(a)(9) of the
Exchange Act, as modified and used in Sections 13(d) and 14(d) thereof,
except that such term shall not include (I) the Company or any of its
subsidiaries, (II) a trusteeauthority to retain special legal,
accounting or other fiduciary holding securities
under anconsultants to advise the Audit Committee. The Audit
Committee may request any officer or employee benefit plan of the Company or any of its Affiliates,
(III) an underwriter temporarily holding securities pursuantthe Company's
outside counsel or independent auditor to an
offering of such securities or (IV)attend a corporation owned, directly or
indirectly, by the stockholdersmeeting of the Company in substantiallyAudit
Committee or to meet with any members of or consultants to the same proportions as their ownership of stock of the Company.
11. Adjustment of Available Shares. If at any time while the Plan is in
effect or Options are outstanding, thereAudit Committee.
4. REPORTING RESPONSIBILITY.
The Audit Committee shall be any increase or decrease inresponsible to and shall make regular
reports to the numberBoard of issued and outstanding Shares through the declaration of a stock
dividend or through any recapitalization resulting in a stock split-up,
combination or exchange of Shares, then and in such event:
(a) appropriate adjustmentDirectors.
1
5. DUTIES OF THE AUDIT COMMITTEE.
The Audit Committee shall be responsible to the Board of Directors for
performing, and shall perform, the following duties:
(a) Review and reassess the adequacy of this Charter annually
and recommend any proposed changes to the Board of Directors for
approval;
(b) Review the annual audited financial statements with
management, including major issues regarding accounting and auditing
principles and practices as well as the adequacy of internal controls
that could significantly affect the Company's financial statements;
(c) Review an analysis prepared by management and the
independent auditor of significant financial reporting issues and
judgments made in (i)connection with the maximum number of
Available Shares which may be granted under SECTION 3, and in the Available
Shares which are then subject to each Option, so that the same proportionpreparation of the Company's
issuedfinancial statements;
(d) Review with management and outstanding Shares shall continuethe independent auditor the
Company's quarterly financial statements prior to the release of
quarterly earnings and prior to the filing of the quarterly report with
the Securities and Exchange Commission;
(e) Meet periodically with management to review the Company's
major financial risk exposures and the steps management has taken to
monitor and control such exposures;
(f) Review major changes to the Company's auditing and
accounting principles and practices as suggested by the independent
auditor, internal auditors or management;
(g) Recommend to the Board the appointment of the independent
auditor, which firm is ultimately accountable to the Audit Committee
and the Board of Directors;
(h) Approve the fees to be subject
to grant under SECTION 3, and to such Option, and (ii) the Performance
Targets specified in Section 8, so as to reasonably correlate the
Performance Targets to any increase or decrease in Available Shares which
are then subject to each Option.
(b) in addition, and without limitation, in the case of each Option which
requires the payment of consideration by the Optionee in order to acquire
Shares, an appropriate adjustment shall be made in the Option Price so that
(i) the aggregate consideration to acquire all of the Shares subjectpaid to the Option remainsindependent auditor;
2
(i) Receive periodic reports from the sameindependent auditor
regarding the auditor's independence, discuss such reports with the
auditor, and (ii)if so far as possible, as reasonably determined by the Audit Committee, in its sole discretion,recommend that
the costBoard of acquiring
each Share subjectDirectors take appropriate action to such Option remainssatisfy itself of the
same;
(c) Except as otherwise expressly provided herein,independence of the issuanceauditor;
(j) Evaluate the performance of the independent auditor and,
if so determined by the CompanyAudit Committee, recommend that the Board of
shares of its capital stock of any class, or securities
convertible into shares of capital stock of any class, either in connection
with direct sale or uponDirectors replace the exercise of rights or warrants to subscribe
therefor, or upon conversion of shares
B-5
or obligationsindependent auditor;
(k) Review the appointment and replacement of the Company convertible into such sharessenior
internal auditing executive;
(l) Review the significant reports to management prepared by
the internal auditing department and management's responses;
(m) Meet with the independent auditor prior to the audit to
review the planning and staffing of the audit;
(n) Discuss with the independent auditor the matters required
to be discussed by Statement on Auditing Standards No. 61, and any
amendments thereto and reissues thereof, relating to the conduct of the
audit;
(o) Review with the independent auditor any problems or
other
securities, shall not affect,difficulties the auditor may have encountered and no adjustmentany management letter
provided by reason thereof shallthe auditor and the Company's response to that letter. Such
review should include:
(1) Any difficulties encountered in the course of the
audit work, including any restrictions on the scope of
activities or access to required information;
(2) Any changes required in the planned scope of the
internal audit; and
(3) The internal audit department responsibilities
and staffing;
3
(p) Prepare the report required by the rules of the Securities
and Exchange Commission to be madeincluded in the Company's annual proxy
statement;
(q) Advise the Board of Directors with respect to Shares subject to Options granted under the Plan; and
(d) Without limiting the generality of the foregoing, the existence of
outstanding Options shall not affect in any manner the right or power of
the Company to make, authorize or consummate (1) any or all adjustments,
recapitalization, reorganizations or other changes in the
Company's capital
structurepolicies and procedures regarding compliance with applicable
laws and regulations;
(r) Review with the Company's General Counsel legal matters
that may have a material impact on the financial statements, the
Company's compliance policies and any material reports or its business; (2)inquiries
received from regulators or governmental agencies; and
(t) Meet at least annually with the Chief Financial Officer,
the senior internal auditing executive and the independent auditor in
separate executive sessions, to discuss any merger or consolidation ofmatters that the Company;
(3) any issue byAudit
Committee believes should be discussed privately.
6. NO DUTY TO AUDIT.
While the Company of debt securities, or preferred or preference
stock which would rank aboveAudit Committee has the Available Shares subject to outstanding
Options; (4) the dissolution or liquidation of the Company; (5) any sale,
transfer or assignment of all or any part of the assets or business of the
Company; or (6) any other corporate act or proceeding, whether of a similar
character or otherwise.
12. Transferability of Options. Each Option shall be transferable by the
Optionee (a) by will or the laws of descentresponsibilities and distribution, or, in whole or
in part, without payment of consideration, (b) to immediate family members of
the Optionee, (c) to trusts for such family members, (d) to partnerships whose
only partners are such family members, or (e) except as prohibited by Rule
16b-3, to a person or other entity for which the Optionee is entitled to a
deduction for a "charitable contribution" under Section 170(a)(i) of the Code
(provided, in each transfer described in (b) through (e), that no further
transfer by any such permitted transferee(s) shall be permitted); provided,
further, that in the case of a transfer described in any of (b) through (e),
the exercise of the Option will remain the power and responsibility of the
Optionee and that so long as the Optionee lives, only such Optionee (even if
pursuant to the legal direction of the person to whom a charitable
contribution has been made) or his guardian or legal representative shall have
the rightspowers set
forth in such Option. Any attempted assignment, transfer,
pledge, hypothecation, or other disposition of an Option contrary tothis Charter, it is not the provisions hereof, or the levy of any execution, attachment, or similar
process upon an Option shall be null and void and without effect.
13. Issuance of Shares. No Optionee shall be, or have anyduty of the rightsAudit Committee to plan or
privilegesconduct audits or to determine that the Company's financial statements are
complete and accurate and are in accordance with generally accepted accounting
principles. This is the responsibility of management and the independent
auditor. Nor is it the duty of the owner of Shares subjectAudit Committee to an Option unless and until
certificates representing such Shares shall have been issued and deliveredconduct investigations,
to such Optionee or other person. As a condition of any issuance of Shares, the
Committee may obtain such agreements or undertakings,resolve disagreements, if any, asbetween management and the Committee
may deem necessaryindependent
auditor or advisable to assure compliance with any such law or
regulation including, but not limited to, the following:
(a) a representation, warranty or agreement by the Optionee at the time
any Shares are transferred, that he is acquiring the Shares to be issued to
him for investmentlaws and not with a view to, or for sale in connection with,
the distribution of any such Shares; and
(b) a representation, warranty or agreement to be bound by any legends
that are, in the opinion of the Committee, necessary or appropriate to
comply with the provisions of any securities law deemed by the Committee to
be applicable to the issuance of the Shares and are endorsed upon the Share
certificates.
Share certificates issued to the Optionee receiving such Shares who are
parties to any shareholders agreement or any similar agreement shall bear the
legends contained in such agreements. Notwithstanding any provision hereof to
the contrary, no Shares shall be required to be issued with respect to an
Option unless counsel for the Company shall be reasonably satisfied that such
issuance will be in compliance with applicable Federal or state securities
laws.
14. Administration.
The Plan shall be administered by the Committee.
(a) Committee Meetings. Any and all determinations and interpretations of
the Committee shall be made either (w) by a majority vote of the Committee
members at a meeting duly called, or (x) without a meeting, by the written
approval of all members of the Committee.
(b) Powers of the Committee. Subject to the provisions of the Plan, the
Committee, from time to time, may adopt rules and regulations for carrying out
the purposes of the Plan. The determinations under, and the interpretations
of, any provision of the Plan or an Option by the Committee shall, in all
cases, be in its sole
B-6regulations.
4
discretion, and shall be final and conclusive. Without limiting the generality
of the foregoing, the Committee, in its sole discretion, shall have the
authority: to (i) conclusively interpret the Plan provisions; (ii) prescribe,
amend and rescind rules and regulations relating to the Plan and make
individual decisions as questions arise, including, without limitation, the
acceleration of the Vesting date, or both; (iii) rely upon employees of the
Company for such clerical and record-keeping duties as may be necessary in
connection with the administration of the Plan; and (iv) make all other
determinations and take all other actions necessary or advisable for the
administration of the Plan.
(c) Effect of Committee's Decision. All decisions, determinations and
interpretations of the Committee shall be final and binding on all Optionees
of any Options granted under the Plan.
(d) Indemnification. No member of the Committee shall be liable for any
action taken or omitted to be taken by him or by any other member of the
Committee with respect to the Plan, and to the extent of liabilities not
otherwise insured under a policy purchased by the Company, the Company does
hereby indemnify and agree to defend and save harmless any member of the
Committee with respect to any liabilities asserted or incurred in connection
with the exercise and performance of their powers and duties hereunder, unless
such liabilities are judicially determined to have arisen out of such member's
gross negligence, fraud or bad faith. Such indemnification shall include
attorney's fees and all other costs and expenses reasonably incurred in
defense of any action arising from such act of commission or omission. Nothing
herein shall be deemed to limit the Company's ability to insure itself with
respect to its obligations hereunder.
15. Tax Withholding. On or immediately prior to the date on which an Option
is exercised, the Optionee shall be required to pay to the Company, in cash or
in Shares (including, but not limited to, the reservation to the Company of
the requisite number of Shares otherwise payable to such Optionee with respect
to such Option) the amount which the Company reasonably determines to be
necessary in order for the Company to comply with applicable federal or state
tax withholding requirements, and the collection of employment taxes, if
applicable; provided, further, that the Committee may require that such
payment be made in cash.
16. Interpretation. If any provision of the Plan is held invalid for any
reason, such holding shall not affect the remaining provisions hereof, but
instead the Plan shall be construed and enforced as if such provision had
never been included in the Plan.
(a) THIS PLAN SHALL BE GOVERNED BY THE LAWS OF THE STATE OF TEXAS.
(b) Headings contained in this Agreement are for convenience only and
shall in no manner be construed as part of this Plan.
(c) Any reference to the masculine, feminine, or neuter gender shall be a
reference to such other gender as is appropriate.
17. Amendment and Discontinuation of the Plan. The Board, or the Committee
(subject to the prior written authorization of the Board), may from time to
time amend or terminate the Plan or any Option; provided, however, that
(except to the extent provided in SECTION 11 hereof) no such amendment may,
without approval by the shareholders of the Company, (A) increase the number
of Available Shares or change the class of Eligible Persons, (B) permit the
granting of Options which expire beyond the maximum period described in
SUBSECTION 9(A)(V), or (C) extend the termination date of the Plan as set
forth in SECTION 18; and provided, further, that (except to the extent
provided in SUBSECTION 9(B) hereof) no amendment or termination of the Plan or
any Option issued hereunder shall, except as specifically permitted in any
Option, substantially impair any Option previously granted to any Optionee
without the consent of such Optionee.
B-7
18. Effective Date and Termination Date. The Plan shall be effective as of
its Effective Date, and shall terminate on January 26, 2005.
AmeriCredit Corp.
_____________________________________
B-8
- --------------------------------------------------------------------------------[AMERICREDIT LOGO]
AMERICREDIT CORP.
200 BAILEY AVENUE801 CHERRY STREET, SUITE 3900
FORT WORTH, TEXAS 7610776102
THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS
The undersigned hereby appoints Clifton H. Morris, Jr., Michael R.
Barrington and Daniel E. Berce, and each of them, as proxies, each with the
power to appoint his substitute, and hereby authorizes them to represent and
vote, as designated on the reverse side, all of the shares of the common stock
of AmeriCredit Corp. (the "Company"), held of record by the undersigned on
September 11, 1998,20, 2001, at the Annual Meeting of Shareholders of the Company to
be held on November 4, 1998,6, 2001, and any adjournments thereof.
THIS PROXY, WHEN PROPERLY EXECUTED AND DATED, WILL BE VOTED IN THE
MANNER DIRECTED HEREIN BY THE UNDERSIGNED SHAREHOLDER(S). IF NO DIRECTION IS
MADE, THIS PROXY WILL BE VOTED "FOR" THE ELECTION OF THE NOMINEES UNDER
PROPOSAL 1, "FOR" PROPOSAL 2, "FOR" PROPOSAL 3, "FOR" PROPOSAL 4, AND THE
PROXIES WILL USE THEIR DISCRETION WITH RESPECT TO ANY MATTERSMATTER REFERRED TO IN
PROPOSAL 5.
AMERICREDIT CORP.
801 Cherry Street, Suite 3900
Fort Worth, Texas 76102
VOTE BY INTERNET-www.proxyvote.com
Use the Internet to transmit your voting instructions and for electronic
delivery of information up until 11:59 P.M. Eastern Time the day before the
cut-off date or meeting date. Have your proxy card in hand when you access
the web site. You will be prompted to enter your 12-digit Control Number
which is located below to obtain your records and to create an electronic
voting instruction form.
VOTE BY PHONE-1-800-690-6903
Use any touch-tone telephone to transmit your voting instructions up until
11:59 P.M. Eastern Time the day before the cut-off date or meeting date. Have
your proxy card in hand when you call. You will be prompted to enter your
12-digit Control Number which is located below and then follow the simple
instructions the Vote Voice provides you.
VOTE BY MAIL
Mark, sign, and date your proxy card and return it in the postage-paid envelope
we have provided or return it to AmeriCredit Corp., 801 Cherry St., Suite 3900,
Fort Worth, Texas 67102.
TO VOTE, MARK BLOCKS BELOW IN BLUE OR BLACK INK AS FOLLOWS:
AMRCDT KEEP THIS PORTION FOR YOUR RECORDS
- --------------------------------------------------------------------------------
FOLD AND DETACH HERE
- --------------------------------------------------------------------------------
Please mark
your votes as [X]
indicated in
this example
Proposal to elect as Directors of the Company the following persons to hold
office until the next annual election of Directors by the shareholders or until
their successors have been duly elected and have qualified.
FOR all nominees WITHHOLD AUTHORITY to vote
listed below [ ] for all nominees listed below [ ]
Nominees: Clifton H. Morris, Jr., Michael R. Barrington, Daniel E.
Berce, Edward H. Eastman, A.R. Dike, Douglas K. Higgins,
James H. Greer, Kenneth H. Jones, Jr.
(INSTRUCTIONS: To withhold authority to vote for any individual nominee,
write that nominee's name in the space provided below.)
------------------------------------------------------------------------
Proposal to amend the 3. Proposal to adopt the 1998
AmeriCredit Corp. Employee Limited Stock Option Plan
Stock Purchase Plan. For AmeriCredit Corp.
FOR AGAINST ABSTAIN FOR AGAINST ABSTAIN
[ ] [ ] [ ] [ ] [ ] [ ]
4. Proposal to ratify the appointment of PricewaterhouseCoopers
as accountants for the fiscal year ending June 30, 1999.
FOR AGAINST ABSTAIN
[ ] [ ] [ ]
5. In their discretion, the proxies are authorized to vote upon such other
business as may properly come before the meeting.
(Please sign exactly as name appears
hereon. Proxies should be dated when
signed. When shares are held by joint
tenants, both should sign. When signing
as attorney, as executor, administrator,
trustee or guardian, please give full
title as such. Only authorized officers
should sign for a corporation. If shares
are registered in more than one name,
each joint owner should sign.)
Dated: , 1998
--------------------------
---------------------------------------
Signature
---------------------------------------
Signature if held jointly
PLEASE MARK, SIGN, DATE AND RETURN THIS PORTION ONLY
THIS PROXY PROMPTLY USING THE ENCLOSED
ENVELOPE.
- --------------------------------------------------------------------------------
FOLDCARD IS VALID ONLY WHEN SIGNED AND DETACH HEREDATED.
AMERICREDIT
VOTE ON DIRECTORS
1. Proposal to elect as Directors For Withhold For All To withhold authority to vote,
of the Company the following All All Except mark "For All Except" and write
persons to hold office until / / / / / / the nominee's number on the line
the annual meeting of shareholders below.
in 2004 or until their successors ________________________________
have been duly elected and have
qualified.
Nominees:
01) Michael R. Barrington
02) Douglas K. Higgins
03) Kenneth H. Jones, Jr.
VOTE ON PROPOSALS For Against Abstain
2. Proposal to amend the Articles of Incorporation to increase the authorized / / / / / /
shares of Common Stock.
3. Proposal to increase the number of reserved shares under the Employee / / / / / /
Stock Purchase Plan.
4. Proposal to ratify the appointment of PricewaterhouseCoopers as accountants / / / / / /
for the fiscal year ending June 30, 2002.
5. In their discretion, the proxies are authorized to vote upon such other / / / / / /
business as may properly come before the meeting.
(Please sign exactly as name appears hereon. Proxies should be
dated when signed. When shares are held by joint tenants, both
should sign. When signing as attorney, as executor, administrator,
trustee or guardian, please give full title as such. Only
authorized officers should sign for a corporation. If shares are
registered in more than one name, each joint owner should sign.)
PLEASE MARK, SIGN, DATE AND RETURN THIS PROXY PROMPTLY
USING THE ENCLOSED ENVELOPE.
________________________________________ ________________________________________
________________________________________ ________________________________________
Signature (PLEASE SIGN WITHIN BOX) Date Signature (Joint Owners) Date