As Filed with the Securities and Exchange Commission on February 14, 2012
Registration No. 333-
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM S-3
REGISTRATION STATEMENT UNDER
THE SECURITIES ACT OF 1933
AutoNation, Inc.
(Exact name of registrant as specified in its charter)
SEE TABLE OF ADDITIONAL REGISTRANTS
| Delaware | 73-1105145 | |
| (State or Other Jurisdiction of Incorporation or Organization) | (IRS Employer Identification Number) |
200 SW 1st Ave
Fort Lauderdale, FL 33301
(954) 769-6000
(Address, including zip code, and telephone number, including area code, of registrant’s principal executive offices)
Jonathan P. Ferrando
Executive Vice President, General Counsel and Secretary
200 SW 1st Ave
Fort Lauderdale, FL 33301
(954) 769-6000
(Name, address, including zip code, and telephone number, including area code, of agent for service)
Approximate Date of Commencement of Proposed Sale to the Public: From time to time after the effective date of this registration statement.
If the only securities being registered on this form are being offered pursuant to dividend or interest reinvestment plans, please check the following box. ¨
If any of the securities being registered on this form are to be offered on a delayed or continuous basis pursuant to Rule 415 under the Securities Act of 1933, other than securities offered only in connection with dividend or interest reinvestment plans, check the following box. x
If this form is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act, please check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. ¨
If this form is a post-effective amendment filed pursuant to Rule 462(c) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. ¨
If this form is a registration statement pursuant to General Instruction I.D. or a post-effective amendment thereto that shall become effective upon filing with the Commission pursuant to Rule 462(e) under the Securities Act, check the following box. x
If this form is a post-effective amendment to a registration statement filed pursuant to General Instruction I.D. filed to register additional securities or additional class of securities pursuant to Rule 413(b) under the Securities Act, check the following box. ¨
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See the definitions of “large accelerated filer,” “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act.
| Large accelerated filer | þ | Accelerated filer | ¨ | |||
| Non-accelerated filer | ¨ (Do not check if a smaller reporting company) | Smaller reporting company | ¨ | |||
CALCULATION OF REGISTRATION FEE
| Title of Each Class of Securities to be Registered | Amount to be Registered(1) | Proposed Maximum Offering Price Per Unit(1) | Proposed Maximum Aggregate Offering Price(1) | Amount of Registration Fee(1) | ||||
Common Stock, $0.01 par value | ||||||||
Preferred Stock, $0.01 par value | ||||||||
Debt Securities | ||||||||
Warrants | ||||||||
Subscription Rights | ||||||||
Depositary Shares | ||||||||
Stock Purchase Contracts | ||||||||
Units(2) | ||||||||
Guarantees of Debt Securities(3) |
| (1) | An indeterminate aggregate initial offering price, principal amount or number of the securities of each identified class is being registered as may from time to time be issued at indeterminate prices or upon conversion, exchange or exercise of securities registered hereunder to the extent any such securities are, by their terms, convertible into, or exchangeable or exercisable for, such securities. Separate consideration may or may not be received for securities that are issuable on exercise, conversion or exchange of other securities. In accordance with Rule 456(b) and Rule 457(r), the Registrant is deferring payment of the registration fee. |
| (2) | Any securities registered hereunder may be sold separately or as units with other securities registered hereunder. |
| (3) | Guarantees of the debt securities may be issued by subsidiaries of AutoNation, Inc. that are listed on the following page under the caption “Table of Additional Registrants.” Pursuant to Rule 457(n), no separate registration fee is payable in respect of the registration of the guarantees. |
TABLE OF ADDITIONAL REGISTRANTS
Exact name of additional registrant as specified in its charter | State or Other Jurisdiction of Incorporation or Organization | IRS Employer Identification Number | ||
7 ROD REAL ESTATE NORTH, A Limited Liability Company | Wyoming | 84-1167321 | ||
7 ROD REAL ESTATE SOUTH, A Limited Liability Company | Wyoming | 84-1167320 | ||
Abraham Chevrolet-Miami, Inc. | Delaware | 65-0802822 | ||
Abraham Chevrolet-Tampa, Inc. | Delaware | 65-0802820 | ||
ACER Fiduciary, Inc. | Delaware | 65-0945065 | ||
AL MAROONE FORD, LLC | Delaware | 65-0944227 | ||
Albert Berry Motors, Inc. | Texas | 74-1487498 | ||
Allison Bavarian | California | 94-2707588 | ||
ALLISON BAVARIAN HOLDING, LLC | Delaware | 20-5224408 | ||
ALL-STATE RENT A CAR, INC. | Nevada | 88-0143152 | ||
American Way Motors, Inc. | Tennessee | 62-1333714 | ||
AN CADILLAC OF WPB, LLC | Delaware | 35-2234609 | ||
AN Central Region Management, LLC | Delaware | 01-0756957 | ||
AN Chevrolet—Arrowhead, Inc. | Delaware | 91-1933520 | ||
AN CJ VALENCIA, INC. | Delaware | 20-2859034 | ||
AN COLLISION CENTER OF ADDISON, INC. | Delaware | 75-1053127 | ||
AN Collision Center of Las Vegas, Inc. | Nevada | 88-0168433 | ||
AN COLLISION CENTER OF NORTH HOUSTON, INC. | Delaware | 26-3118395 | ||
AN Collision Center of Tempe, Inc. | Delaware | 86-0928952 | ||
AN CORPORATE MANAGEMENT PAYROLL CORP. | Delaware | 26-3725783 | ||
AN Corpus Christi Chevrolet, LP | Texas | 32-0031564 | ||
AN Corpus Christi GP, LLC | Delaware | 32-0031563 | ||
AN Corpus Christi Imports Adv. GP, LLC | Delaware | 90-0080282 | ||
AN Corpus Christi Imports Adv., LP | Texas | 90-0080295 | ||
AN Corpus Christi Imports GP, LLC | Delaware | 27-0041420 | ||
AN Corpus Christi Imports II GP, LLC | Delaware | 27-0041425 | ||
AN Corpus Christi Imports II, LP | Texas | 32-0031566 | ||
AN Corpus Christi Imports, LP | Texas | 32-0031567 | ||
AN CORPUS CHRISTI MOTORS, INC. | Delaware | 20-5547917 | ||
AN Corpus Christi T. Imports GP, LLC | Delaware | 27-0041422 | ||
AN Corpus Christi T. Imports, LP | Texas | 13-4214051 | ||
AN County Line Ford, Inc. | Texas | 75-1687008 | ||
AN Dealership Holding Corp. | Florida | 65-0608572 | ||
AN F. Imports of Atlanta, LLC | Delaware | 57-1174466 | ||
AN F. Imports of Hawthorne Holding, LLC | Delaware | 65-0944669 | ||
AN F. Imports of Hawthorne, Inc. | Delaware | 65-1040982 | ||
AN F. Imports of North Denver, Inc. | Delaware | 52-2124965 | ||
AN F. Imports of North Phoenix, Inc. | Delaware | 86-0928953 | ||
AN F. Imports of Roseville Holding, LLC | Delaware | 20-5226908 | ||
AN F. Imports of Roseville, Inc. | Delaware | 76-0489587 | ||
AN F. Imports of Seattle, Inc. | Delaware | 84-1491657 | ||
AN F. Imports of Sterling, LLC | Delaware | 52-2135875 | ||
AN Florida Region Management, LLC | Delaware | 52-2135867 | ||
AN Fort Myers Imports, LLC | Delaware | 65-0944636 | ||
AN Fremont Luxury Imports, Inc. | Delaware | 86-0928954 | ||
AN H. Imports of Atlanta, LLC | Delaware | 35-2229690 | ||
AN IMPORTS OF FT. LAUDERDALE, INC. | Delaware | 20-5147883 | ||
AN Imports of Seattle, Inc. | Delaware | 65-0978211 | ||
AN IMPORTS OF SPOKANE, INC. | Delaware | 26-4461138 | ||
AN Imports of Stevens Creek Holding, LLC | Delaware | 20-5226306 | ||
AN Imports of Stevens Creek, Inc. | Delaware | 52-2119516 | ||
AN Imports on Weston Road, Inc. | Florida | 59-1968718 | ||
AN LUXURY IMPORTS GP, LLC | Delaware | 90-0121570 | ||
AN LUXURY IMPORTS HOLDING, LLC | Delaware | 20-5682480 | ||
AN Luxury Imports of Coconut Creek, Inc. | Delaware | 86-0928950 | ||
AN LUXURY IMPORTS OF PALM BEACH, INC. | Delaware | 20-8671889 | ||
AN LUXURY IMPORTS OF PEMBROKE PINES, INC. | Delaware | 22-3869449 | ||
AN Luxury Imports of Phoenix, Inc. | Delaware | 26-4461301 | ||
AN LUXURY IMPORTS OF SAN DIEGO, INC. | Delaware | 20-5682367 | ||
AN Luxury Imports of Sanford, Inc. | Delaware | 65-0952134 | ||
AN Luxury Imports of Sarasota, Inc. | Delaware | 20-0551681 | ||
AN LUXURY IMPORTS OF SPOKANE, INC. | Delaware | 27-1210937 | ||
AN Luxury Imports of Tucson, Inc. | Delaware | 26-1182858 | ||
AN Luxury Imports, Ltd. | Texas | 90-0121575 | ||
AN Motors of Brooksville, Inc. | Florida | 59-2690846 | ||
AN MOTORS OF DALLAS, INC. | Delaware | 26-1769977 | ||
AN MOTORS OF DELRAY BEACH, INC. | Delaware | 20-1405067 | ||
AN Motors of Englewood, Inc. | Delaware | 36-2804667 | ||
AN Motors of Memphis, Inc. | Tennessee | 62-1038471 | ||
AN MOTORS OF SCOTTSDALE, LLC | Delaware | 52-2102864 | ||
AN Pontiac GMC Houston North GP, LLC | Delaware | 16-1641915 | ||
AN Pontiac GMC Houston North, LP | Texas | 13-4214055 | ||
AN Seattle Motors, Inc. | Delaware | 91-1197824 | ||
AN SUBARU MOTORS, INC. | Delaware | 20-5685964 | ||
AN T. Imports of Atlanta, LLC | Delaware | 47-0922628 | ||
AN Texas Region Management, Ltd. | Texas | 02-0654987 | ||
AN Tucson Imports, LLC | Delaware | 52-2102866 | ||
AN West Central Region Management, LLC | Delaware | 02-0654986 | ||
AN Western Region Management, LLC | Delaware | 01-0756952 | ||
AN/CF Acquisition Corp. | Delaware | 65-0927849 | ||
AN/GMF, Inc. | Delaware | 36-3087611 | ||
AN/KPBG Motors, Inc. | Washington | 91-1739519 | ||
AN/MF Acquisition Corp. | Delaware | 65-0961375 | ||
AN/MNI Acquisition Corp. | Delaware | 65-1024377 | ||
AN/PF Acquisition Corp. | Delaware | 65-0927848 | ||
Anderson Chevrolet | California | 94-1503305 | ||
Anderson Chevrolet Los Gatos, Inc. | California | 77-0262368 | ||
Anderson Cupertino, Inc. | California | 65-0770033 | ||
Appleway Chevrolet, Inc. | Washington | 91-0538143 | ||
Atrium Restaurants, Inc. | Florida | 59-2424477 | ||
Auto Ad Agency, Inc. | Maryland | 52-1295158 | ||
AUTO CAR HOLDING, LLC | Delaware | 20-5225856 | ||
Auto Car, Inc. | California | 68-0129623 | ||
Auto Company I, Inc. | Delaware | 45-4496075 | ||
Auto Company II, Inc. | Delaware | 35-2437399 | ||
Auto Company III, Inc. | Delaware | 45-4496251 | ||
Auto Company IV, Inc. | Delaware | 45-4496303 | ||
Auto Company V, Inc. | Delaware | 45-4496937 | ||
Auto Company VI, Inc. | Delaware | 45-4496998 | ||
Auto Company VII, Inc. | Delaware | 45-4497100 | ||
Auto Company VIII, Inc. | Delaware | 45-4497147 | ||
Auto Company IX, Inc. | Delaware | 45-4497193 | ||
Auto Company X, Inc. | Delaware | 45-4497466 | ||
Auto Company XI, Inc. | Delaware | 45-4497510 | ||
Auto Company XII, Inc. | Delaware | 45-4497553 | ||
Auto Company XIII, Inc. | Delaware | 45-4497721 | ||
Auto Company XIV, Inc. | Delaware | 45-4497604 | ||
Auto Company XV, Inc. | Delaware | 45-4497658 | ||
Auto Dealership I, LLC | Delaware | 45-4503286 | ||
Auto Dealership II, LLC | Delaware | 45-4503334 | ||
Auto Dealership III, LLC | Delaware | 45-4503383 | ||
Auto Dealership IV, LLC | Delaware | 45-4503422 | ||
Auto Dealership V, LLC | Delaware | 45-4503462 | ||
Auto Dealership VI, LLC | Delaware | 45-4503772 | ||
Auto Dealership VII, LLC | Delaware | 45-4503837 | ||
Auto Dealership VIII, LLC | Delaware | 45-4503899 | ||
Auto Dealership IX, LLC | Delaware | 45-4503953 | ||
Auto Dealership X, LLC | Delaware | 45-4504002 | ||
Auto Dealership XI, LLC | Delaware | 45-4504161 | ||
Auto Dealership XII, LLC | Delaware | 45-4504914 | ||
Auto Dealership XIII, LLC | Delaware | 45-4504984 | ||
Auto Dealership XIV, LLC | Delaware | 45-4505030 | ||
Auto Dealership XV, LLC | Delaware | 45-4505078 | ||
AUTO HOLDING, LLC | Delaware | 52-2107831 | ||
AUTO MISSION HOLDING, LLC | Delaware | 20-5226182 | ||
Auto Mission Ltd. | California | 94-3141091 | ||
Auto West, Inc. | California | 94-2946518 | ||
Autohaus Holdings, Inc. | Delaware | 80-0052569 | ||
AutoNation Benefits Company, Inc. | Florida | 34-1135160 | ||
AutoNation Corporate Management, LLC | Delaware | 22-3850167 | ||
AutoNation Dodge of Pembroke Pines, Inc. | Delaware | 65-0948962 | ||
AutoNation Enterprises Incorporated | Florida | 65-0608578 |
TABLE OF ADDITIONAL REGISTRANTS (CONTINUED)
Exact name of additional registrant as specified in its charter | State or Other Jurisdiction of Incorporation or Organization | IRS Employer Identification Number | ||
AUTONATION FINANCIAL SERVICES, LLC | Delaware | 65-0725080 | ||
AutoNation Fort Worth Motors, Ltd. | Texas | 65-1152832 | ||
AutoNation GM GP, LLC | Delaware | 65-0944592 | ||
AutoNation Holding Corp. | Delaware | 65-0723604 | ||
AutoNation Imports of Katy GP, LLC | Delaware | 56-2307537 | ||
AutoNation Imports of Katy, L.P. | Texas | 65-0957160 | ||
AutoNation Imports of Lithia Springs, Inc. | Delaware | 65-1003051 | ||
AutoNation Imports of Longwood, Inc. | Delaware | 65-1032195 | ||
AutoNation Imports of Palm Beach, Inc. | Delaware | 65-1102140 | ||
AutoNation Imports of Winter Park, Inc. | Delaware | 65-1032110 | ||
AutoNation Motors Holding Corp. | Delaware | 65-1132563 | ||
AutoNation Motors of Lithia Springs, Inc. | Delaware | 65-1002966 | ||
AutoNation North Texas Management GP, LLC | Delaware | 33-1037931 | ||
AutoNation Northwest Management, LLC | Delaware | 01-0756954 | ||
AutoNation Orlando Venture Holdings, Inc. | Delaware | 65-1137521 | ||
AutoNation Realty Corporation | Delaware | 65-0711536 | ||
AutoNation USA of Perrine, Inc. | Delaware | 65-0899807 | ||
AUTONATION V. IMPORTS OF DELRAY BEACH, LLC | Delaware | 36-4558039 | ||
AutoNationDirect.com, Inc. | Delaware | 65-0945066 | ||
Bankston Auto, Inc. | Texas | 75-1336358 | ||
Bankston Chrysler Jeep of Frisco, L.P. | Texas | 65-1052692 | ||
Bankston CJ GP, LLC | Delaware | 56-2307538 | ||
BANKSTON FORD OF FRISCO, LTD. CO. | Texas | 75-2529822 | ||
Bankston Nissan in Irving, Inc. | Texas | 75-1325663 | ||
Bankston Nissan Lewisville GP, LLC | Delaware | 73-1670796 | ||
Bankston Nissan Lewisville, Ltd. | Texas | 06-1699681 | ||
Bargain Rent-A-Car | California | 95-3821161 | ||
Batfish, LLC | Colorado | 84-1261352 | ||
BBCSS, Inc. | Arizona | 58-2434441 | ||
Beach City Chevrolet Company, Inc. | California | 95-1879646 | ||
BEACH CITY HOLDING, LLC | Delaware | 20-5226233 | ||
Beacon Motors, Inc. | Florida | 65-0582254 | ||
Bell Dodge, L.L.C. | Delaware | 52-2102862 | ||
BENGAL MOTOR COMPANY, LTD. | Florida | 59-2985277 | ||
Bengal Motors, Inc. | Florida | 65-0165367 | ||
Bill Ayares Chevrolet, LLC | Delaware | 47-0922618 | ||
BLEDSOE DODGE, LLC | Delaware | 65-0944613 | ||
Bob Townsend Ford, Inc. | Delaware | 31-0669965 | ||
Body Shop Holding Corp. | Delaware | 52-2124065 | ||
BOSC Automotive Realty, Inc. | Delaware | 38-3262849 | ||
Brown & Brown Chevrolet—Superstition Springs, LLC | Arizona | 86-0904747 | ||
Brown & Brown Chevrolet, Inc. | Arizona | 86-0128003 | ||
Brown & Brown Nissan Mesa, L.L.C. | Arizona | 86-0795376 | ||
Brown & Brown Nissan, Inc. | Arizona | 86-0677220 | ||
BUICK MART LIMITED PARTNERSHIP | Georgia | 88-0377744 | ||
BULL MOTORS, LLC | Delaware | 65-0944614 | ||
C. Garrett, Inc. | Colorado | 84-1264053 | ||
CARLISLE MOTORS, LLC | Delaware | 65-0944616 | ||
CARWELL HOLDING, LLC | Delaware | 20-5224795 | ||
CARWELL, LLC | Delaware | 65-0944617 | ||
CERRITOS BODY WORKS HOLDING, LLC | Delaware | 20-5225440 | ||
Cerritos Body Works, Inc. | California | 33-0374316 | ||
CHAMPION CHEVROLET HOLDING, LLC | Delaware | 20-5224897 | ||
CHAMPION CHEVROLET, LLC | Delaware | 65-0944618 | ||
Champion Ford, Inc. | Texas | 76-0171196 | ||
Charlie Hillard, Inc. | Texas | 75-0922515 | ||
Charlie Thomas Chevrolet GP, LLC | Delaware | 73-1670803 | ||
Charlie Thomas Chevrolet, Ltd. | Texas | 20-0058033 | ||
Charlie Thomas Chrysler-Plymouth, Inc. | Texas | 76-0010351 | ||
Charlie Thomas’ Courtesy Ford, Ltd. | Texas | 06-1699682 | ||
Charlie Thomas’ Courtesy GP, LLC | Delaware | 73-1670811 | ||
Charlie Thomas Courtesy Leasing, Inc. | Texas | 74-1850452 | ||
Charlie Thomas F. GP, LLC | Delaware | 33-1062335 | ||
Charlie Thomas Ford, Ltd. | Texas | 20-0058561 | ||
CHESROWN AUTO, LLC | Delaware | 65-0944619 | ||
CHESROWN CHEVROLET, LLC | Delaware | 65-0944620 | ||
Chesrown Collision Center, Inc. | Colorado | 84-1358588 | ||
Chesrown Ford, Inc. | Colorado | 84-1164224 | ||
Chevrolet World, Inc. | Florida | 59-2216673 | ||
Chuck Clancy Ford of Marietta, LLC | Delaware | 47-0922626 | ||
CJ VALENCIA HOLDING, LLC | Delaware | 20-5226043 | ||
Coastal Cadillac, Inc. | Florida | 59-3023188 | ||
Consumer Car Care Corporation | Tennessee | 62-1151481 | ||
Contemporary Cars, Inc. | Florida | 59-1635976 | ||
Cook-Whitehead Ford, Inc. | Florida | 59-1165955 | ||
Corporate Properties Holding, Inc. | Delaware | 65-0948961 | ||
COSTA MESA CARS HOLDING, LLC | Delaware | 20-5226339 | ||
Costa Mesa Cars, Inc. | California | 33-0626084 | ||
Courtesy Auto Group, Inc. | Florida | 59-2360236 | ||
Courtesy Broadway, LLC | Colorado | 20-5417194 | ||
Covington Pike Motors, Inc. | Tennessee | 58-1366612 | ||
CT Intercontinental GP, LLC | Delaware | 33-1062337 | ||
CT Intercontinental, Ltd. | Texas | 20-0057835 | ||
CT Motors, Inc. | Texas | 76-0387042 | ||
D/L Motor Company | Florida | 59-3237877 | ||
Deal Dodge of Des Plaines, Inc. | Illinois | 36-3862968 | ||
Dealership Properties, Inc. | Nevada | 74-2869002 | ||
Dealership Realty Corporation | Texas | 76-0218062 | ||
Desert Buick-GMC Trucks, L.L.C. | Delaware | 52-2102859 | ||
Desert Chrysler-Plymouth, Inc. | Delaware | 88-0121640 | ||
Desert Dodge, Inc. | Nevada | 88-0227814 | ||
Desert GMC, L.L.C. | Delaware | 52-2102860 | ||
Dobbs Ford of Memphis, Inc. | Delaware | 65-1065025 | ||
Dobbs Ford, Inc. | Florida | 59-1584177 | ||
Dobbs Mobile Bay, Inc. | Alabama | 62-1196110 | ||
Dobbs Motors of Arizona, Inc. | Arizona | 93-0929951 | ||
Dodge of Bellevue, Inc. | Delaware | 94-3009590 | ||
Don Mealey Chevrolet, Inc. | Florida | 59-1553076 | ||
Don Mealey Imports, Inc. | Florida | 59-3099049 | ||
Don-A-Vee Jeep-Eagle, Inc. | California | 33-0203778 | ||
Driver’s Mart Worldwide, Inc. | Virginia | 38-3275555 | ||
EASTGATE FORD, INC. | Ohio | 31-0736141 | ||
Ed Mullinax Ford, LLC | Delaware | 57-1174464 | ||
Edgren Motor Company, Inc. | California | 94-1561041 | ||
EDGREN MOTOR HOLDING, LLC | Delaware | 20-5225254 | ||
EL MONTE IMPORTS HOLDING, LLC | Delaware | 20-5226399 | ||
El Monte Imports, Inc. | Delaware | 65-0881906 | ||
EL MONTE MOTORS HOLDING, LLC | Delaware | 20-5226498 | ||
El Monte Motors, Inc. | Delaware | 65-0881905 | ||
Elmhurst Auto Mall, Inc. | Illinois | 36-4185090 | ||
EMICH CHRYSLER PLYMOUTH, LLC | Delaware | 65-0944625 | ||
EMICH DODGE, LLC | Delaware | 65-0944626 | ||
EMICH OLDSMOBILE, LLC | Delaware | 65-0944593 | ||
EMICH SUBARU WEST, LLC | Delaware | 65-0944597 | ||
Empire Services Agency, Inc. | Florida | 65-0329882 | ||
Financial Services GP, LLC | Delaware | 02-0695729 | ||
Financial Services, Ltd. | Texas | 20-0057657 | ||
First Team Automotive Corp. | Delaware | 59-3440254 | ||
First Team Ford of Manatee, Ltd. | Florida | 59-3446538 | ||
First Team Ford, Ltd. | Florida | 59-3366156 | ||
First Team Imports, Ltd. | Florida | 59-3298470 | ||
First Team Jeep Eagle, Chrysler-Plymouth, Ltd. | Florida | 59-3446556 | ||
First Team Management, Inc. | Florida | 59-2714981 | ||
First Team Premier, Ltd. | Florida | 59-3392621 | ||
FIT KIT HOLDING, LLC | Delaware | 20-5225481 | ||
Fit Kit, Inc. | California | 33-0115670 | ||
Florida Auto Corp. | Delaware | 65-0837116 | ||
FORD OF GARDEN GROVE LIMITED PARTNERSHIP | Georgia | 88-0377746 | ||
Ford of Kirkland, Inc. | Washington | 91-1425985 | ||
Fox Chevrolet, LLC | Delaware | 47-0922620 | ||
Fox Imports, LLC | Delaware | 47-0922622 | ||
FOX MOTORS, LLC | Delaware | 47-0922619 | ||
Fred Oakley Motors, Inc. | Delaware | 75-1524534 | ||
FREMONT LUXURY IMPORTS HOLDING, LLC | Delaware | 20-5226133 | ||
Ft. Lauderdale Nissan, Inc. | Florida | 65-0273822 |
TABLE OF ADDITIONAL REGISTRANTS (CONTINUED)
Exact name of additional registrant as specified in its charter | State or Other Jurisdiction of Incorporation or Organization | IRS Employer Identification Number | ||
G.B. IMPORT SALES & SERVICE HOLDING, LLC | Delaware | 20-5224826 | ||
G.B. IMPORT SALES & SERVICE, LLC | Delaware | 65-0944605 | ||
GENE EVANS FORD, LLC | Delaware | 65-0944608 | ||
George Sutherlin Nissan, LLC | Delaware | 47-0922627 | ||
Government Boulevard Motors, Inc. | Alabama | 62-1502108 | ||
Gulf Management, Inc. | Florida | 59-2908603 | ||
Hayward Dodge, Inc. | Delaware | 94-1689551 | ||
Hillard Auto Group, Inc. | Texas | 75-1965005 | ||
Hollywood Imports Limited, Inc. | Florida | 59-2025810 | ||
Hollywood Kia, Inc. | Florida | 65-0619873 | ||
HORIZON CHEVROLET, INC. | Ohio | 34-1245635 | ||
HOUSE OF IMPORTS HOLDING, LLC | Delaware | 20-5226553 | ||
House of Imports, Inc. | California | 95-2498811 | ||
Houston Auto M. Imports Greenway, Ltd. | Texas | 20-0057720 | ||
Houston Auto M. Imports North, Ltd. | Texas | 20-0058197 | ||
Houston Imports Greenway GP, LLC | Delaware | 56-2307542 | ||
Houston Imports North GP, LLC | Delaware | 56-2307540 | ||
IRVINE IMPORTS HOLDING, LLC | Delaware | 20-5225601 | ||
Irvine Imports, Inc. | California | 33-0374310 | ||
IRVINE TOYOTA/NISSAN/VOLVO LIMITED PARTNERSHIP | Georgia | 88-0377749 | ||
JEMAUTCO, INC. | Ohio | 31-1153168 | ||
JERRY GLEASON CHEVROLET, INC. | Illinois | 36-2840037 | ||
Jerry Gleason Dodge, Inc. | Illinois | 36-4074146 | ||
Jim Quinlan Chevrolet Co. | Delaware | 59-1055603 | ||
Joe MacPherson Ford | California | 33-0180618 | ||
Joe MacPherson Imports No. I | California | 33-0745137 | ||
Joe MacPherson Infiniti | California | 33-0127306 | ||
JOE MACPHERSON INFINITI HOLDING, LLC | Delaware | 20-5224941 | ||
JOE MACPHERSON OLDSMOBILE | California | 33-0293599 | ||
JOHN M. LANCE FORD, LLC | Delaware | 65-0944184 | ||
J-R Advertising Company | Colorado | 84-1177523 | ||
J-R Motors Company North | Colorado | 84-1167355 | ||
J-R Motors Company South | Colorado | 84-1167319 | ||
JRJ Investments, Inc. | Nevada | 88-0199942 | ||
J-R-M MOTORS COMPANY NORTHWEST LLC | Colorado | 84-1363627 | ||
Kenyon Dodge, Inc. | Florida | 59-0479520 | ||
King’s Crown Ford, Inc. | Delaware | 59-2018826 | ||
L.P. Evans Motors WPB, Inc. | Florida | 59-0684221 | ||
L.P. Evans Motors, Inc. | Florida | 59-0601584 | ||
Lance Children, Inc. | Ohio | 34-1789728 | ||
Leesburg Imports, LLC | Delaware | 06-1712528 | ||
Leesburg Motors, LLC | Delaware | 06-1712525 | ||
Les Marks Chevrolet, Inc. | Texas | 76-0375065 | ||
Lew Webb’s Ford, Inc. | California | 33-0677560 | ||
LEW WEBB’S IRVINE NISSAN HOLDING, LLC | Delaware | 20-5225321 | ||
Lew Webb’s Irvine Nissan, Inc. | California | 33-0374313 | ||
Lewisville Imports GP, LLC | Delaware | 16-1640974 | ||
Lewisville Imports, Ltd. | Texas | 06-1647785 | ||
LEXUS OF CERRITOS LIMITED PARTNERSHIP | Georgia | 88-0378242 | ||
Lot 4 Real Estate Holdings, LLC | Delaware | 32-0103034 | ||
MacHoward Leasing | California | 95-2267692 | ||
MACHOWARD LEASING HOLDING, LLC | Delaware | 20-5224996 | ||
MacPherson Enterprises, Inc. | California | 95-2706038 | ||
Magic Acquisition Corp. | Delaware | 65-0711428 | ||
MAGIC ACQUISITION HOLDING, LLC | Delaware | 20-5226582 | ||
Marks Family Dealerships, Inc. | Texas | 74-1405873 | ||
Marks Transport, Inc. | Texas | 76-0444883 | ||
Maroone Chevrolet Ft. Lauderdale, Inc. | Florida | 65-0721018 | ||
MAROONE CHEVROLET, LLC | Delaware | 65-0944183 | ||
MAROONE DODGE, LLC | Delaware | 65-0944181 | ||
MAROONE FORD, LLC | Delaware | 65-0944179 | ||
Maroone Management Services, Inc. | Florida | 65-0721017 | ||
MC/RII, LLC | Ohio | 31-1751162 | ||
Mealey Holdings, Inc. | Florida | 59-3280283 | ||
Mechanical Warranty Protection, Inc. | Florida | 65-0062054 | ||
Metro Chrysler Jeep, Inc. | Florida | 59-3002195 | ||
Midway Chevrolet, Inc. | Texas | 75-1631858 | ||
Mike Hall Chevrolet, Inc. | Delaware | 74-1940031 | ||
Mike Shad Chrysler Plymouth Jeep Eagle, Inc. | Florida | 65-0731779 | ||
Mike Shad Ford, Inc. | Florida | 65-0730472 | ||
MILLER-SUTHERLIN AUTOMOTIVE, LLC | Delaware | 65-0944177 | ||
Mission Blvd. Motors, Inc. | California | 94-3179908 | ||
MR. WHEELS HOLDING, LLC | Delaware | 20-5225351 | ||
Mr. Wheels, Inc. | California | 95-3050274 | ||
Mullinax East, LLC | Delaware | 57-1174463 | ||
MULLINAX FORD NORTH CANTON, INC. | Ohio | 34-1706005 | ||
Mullinax Ford South, Inc. | Florida | 59-2745619 | ||
Mullinax Lincoln-Mercury, Inc. | Delaware | 34-1555317 | ||
Mullinax Used Cars, Inc. | Ohio | 34-1663489 | ||
Naperville Imports, Inc. | Delaware | 65-1151451 | ||
NEWPORT BEACH CARS HOLDING, LLC | Delaware | 20-5224604 | ||
NEWPORT BEACH CARS, LLC | Delaware | 65-0944175 | ||
Nichols Ford, Ltd. | Texas | 20-0057609 | ||
Nichols GP, LLC | Delaware | 33-1062338 | ||
Nissan of Brandon, Inc. | Florida | 59-2872723 | ||
Northpoint Chevrolet, LLC | Delaware | 47-0922630 | ||
Northpoint Ford, Inc. | Delaware | 65-0964278 | ||
Northwest Financial Group, Inc. | Washington | 91-1666832 | ||
Ontario Dodge, Inc. | California | 33-0380793 | ||
Oxnard Venture Holdings, Inc. | Delaware | 26-3454865 | ||
Payton-Wright Ford Sales, Inc. | Texas | 75-1231297 | ||
Peyton Cramer Automotive | California | 33-0612289 | ||
PEYTON CRAMER AUTOMOTIVE HOLDING, LLC | Delaware | 20-5226609 | ||
PEYTON CRAMER F. HOLDING, LLC | Delaware | 20-5225040 | ||
Peyton Cramer Ford | California | 95-3410394 | ||
Peyton Cramer Infiniti | California | 33-0567152 | ||
PEYTON CRAMER INFINITI HOLDING, LLC | Delaware | 20-5226653 | ||
Peyton Cramer Jaguar | California | 33-0567150 | ||
Peyton Cramer Lincoln-Mercury | California | 33-0679879 | ||
PEYTON CRAMER LM HOLDING, LLC | Delaware | 20-5224570 | ||
Pierce Automotive Corporation | Arizona | 86-0811184 | ||
PIERCE, LLC | Delaware | 65-0944638 | ||
Pitre Chrysler-Plymouth-Jeep of Scottsdale, Inc. | Delaware | 86-0928955 | ||
Plains Chevrolet GP, LLC | Delaware | 06-1699677 | ||
Plains Chevrolet, Ltd. | Texas | 20-0058622 | ||
PMWQ, Inc. | Nevada | 75-2748417 | ||
PMWQ, Ltd. | Texas | 75-2748419 | ||
Port City Imports, Inc. | Texas | 74-2403712 | ||
Prime Auto Resources, Inc. | California | 33-0718037 | ||
Quality Nissan GP, LLC | Delaware | 06-1699678 | ||
Quality Nissan, Ltd. | Texas | 20-0058629 | ||
Quinlan Motors, Inc. | Florida | 59-3268936 | ||
R. Coop Limited | Colorado | 84-1251979 | ||
R.L. Buscher II, Inc. | Colorado | 84-1171763 | ||
R.L. Buscher III, Inc. | Colorado | 84-1171764 | ||
Real Estate Holdings, Inc. | Florida | 65-0789583 | ||
Republic DM Property Acquisition Corp. | Delaware | 52-2099740 | ||
Republic Resources Company | Delaware | 51-0370517 | ||
Republic Risk Management Services, Inc. | Florida | 65-0782124 | ||
Resources Aviation, Inc. | Florida | 65-0858501 | ||
RI Merger Corp. | Colorado | 84-1492421 | ||
RI/BB Acquisition Corp. | Delaware | 52-2127466 | ||
RI/BBNM Acquisition Corp. | Arizona | 86-0914399 | ||
RI/BRC Real Estate Corp. | California | 65-0942312 | ||
RI/DM Acquisition Corp. | Delaware | 52-2099741 | ||
RI/Hollywood Nissan Acquisition Corp. | Delaware | 65-0784675 | ||
RI/LLC Acquisition Corp. | Colorado | 84-1459545 | ||
RI/LLC-2 Acquisition Corp. | Colorado | 84-1459544 | ||
RI/RMC Acquisition GP, LLC | Delaware | 33-1062340 | ||
RI/RMC Acquisition, Ltd. | Texas | 20-0057572 |
TABLE OF ADDITIONAL REGISTRANTS (CONTINUED)
Exact name of additional registrant as specified in its charter | State or Other Jurisdiction of Incorporation or Organization | IRS Employer Identification Number | ||
RI/RMP Acquisition Corp. | Delaware | 52-2109996 | ||
RI/RMT Acquisition GP, LLC | Delaware | 02-0695720 | ||
RI/RMT Acquisition, Ltd. | Texas | 20-0058111 | ||
RI/WFI Acquisition Corporation | Delaware | 52-2124969 | ||
RKR Motors, Inc. | Florida | 65-0070349 | ||
Roseville Motor Corporation | California | 94-2922942 | ||
ROSEVILLE MOTOR HOLDING, LLC | Delaware | 20-5225195 | ||
Sahara Imports, Inc. | Nevada | 86-0869592 | ||
SAHARA NISSAN, INC. | Nevada | 88-0133547 | ||
SAUL CHEVROLET HOLDING, LLC | Delaware | 20-5224718 | ||
SCM Realty, Inc. | Florida | 59-2640748 | ||
SHAMROCK F. HOLDING, LLC | Delaware | 20-5226693 | ||
Shamrock Ford, Inc. | California | 94-2220473 | ||
Six Jays LLC | Colorado | 84-1364768 | ||
SMI MOTORS HOLDING, LLC | Delaware | 20-5226719 | ||
SMI Motors, Inc. | California | 95-4399082 | ||
SMYTHE EUROPEAN HOLDING, LLC | Delaware | 20-5225929 | ||
Smythe European, Inc. | California | 94-2633163 | ||
SOUTHWEST DODGE, LLC | Delaware | 65-0944643 | ||
SPITFIRE PROPERTIES, INC. | Florida | 59-2484224 | ||
STAR MOTORS, LLC | Delaware | 65-0944646 | ||
Steakley Chevrolet GP, LLC | Delaware | 02-0695725 | ||
Steakley Chevrolet, Ltd. | Texas | 20-0058140 | ||
Steeplechase Motor Company | Texas | 76-0244476 | ||
STEVE MOORE CHEVROLET DELRAY, LLC | Delaware | 65-0944647 | ||
STEVE MOORE CHEVROLET, LLC | Delaware | 65-0944670 | ||
Steve Moore’s Buy-Right Auto Center, Inc. | Florida | 65-0192329 | ||
STEVENS CREEK HOLDING, LLC | Delaware | 20-5225154 | ||
Stevens Creek Motors, Inc. | California | 94-3010181 | ||
Sunrise Nissan of Jacksonville, Inc. | Florida | 59-3427446 | ||
Sunrise Nissan of Orange Park, Inc. | Florida | 59-1357686 | ||
Sunset Pontiac-GMC Truck South, Inc. | Florida | 59-3128431 | ||
Sunset Pontiac-GMC, Inc. | Michigan | 38-1919584 | ||
Superior Nissan, Inc. | North Carolina | 62-1306501 | ||
SUTHERLIN CHRYSLER-PLYMOUTH JEEP-EAGLE, LLC | Delaware | 65-0944667 | ||
Sutherlin H. Imports, LLC | Delaware | 47-0922631 | ||
Sutherlin Imports, LLC | Delaware | 65-0944664 | ||
SUTHERLIN NISSAN, LLC | Delaware | 65-0944665 | ||
Sutherlin Town Center, Inc. | Georgia | 58-2241820 | ||
Tartan Advertising, Inc. | California | 33-0191704 | ||
Tasha Incorporated | California | 94-2512050 | ||
TAYLOR JEEP EAGLE, LLC | Delaware | 65-0944662 | ||
TERRY YORK MOTOR CARS HOLDING, LLC | Delaware | 20-5226742 | ||
Terry York Motor Cars, Ltd. | California | 95-3549353 | ||
Texan Ford Sales, Ltd. | Texas | 20-0058068 | ||
Texan Ford, Inc. | Texas | 76-0207034 | ||
Texan Sales GP, LLC | Delaware | 02-0695727 | ||
Texas Management Companies LP, LLC | Delaware | 52-2135873 | ||
The Consulting Source, Inc. | Florida | 59-2183874 | ||
The Pierce Corporation II, Inc. | Arizona | 86-0743383 | ||
Tinley Park A. Imports, Inc. | Delaware | 52-2124968 | ||
Tinley Park J. Imports, Inc. | Delaware | 52-2104777 | ||
Tinley Park V. Imports, Inc. | Delaware | 84-1041105 | ||
TORRANCE NISSAN HOLDING, LLC | Delaware | 20-5224866 | ||
TORRANCE NISSAN, LLC | Delaware | 65-0944661 | ||
Tousley Ford, Inc. | Minnesota | 41-0609970 | ||
TOYOTA CERRITOS LIMITED PARTNERSHIP | Georgia | 88-0377743 | ||
Triangle Corporation | Delaware | 52-2025037 | ||
T-West Sales & Service, Inc. | Nevada | 88-0235466 | ||
VALENCIA B. IMPORTS HOLDING, LLC | Delaware | 20-5225959 | ||
Valencia B. Imports, Inc. | Delaware | 20-0152054 | ||
Valencia Dodge | California | 95-3935812 | ||
VALENCIA DODGE HOLDING, LLC | Delaware | 20-5226772 | ||
VALENCIA H. IMPORTS HOLDING, LLC | Delaware | 20-5226809 | ||
Valencia H. Imports, Inc. | Delaware | 20-0152004 | ||
VALLEY CHEVROLET, LLC | Delaware | 47-0922623 | ||
VANDERBEEK MOTORS HOLDING, LLC | Delaware | 20-5226839 | ||
Vanderbeek Motors, Inc. | California | 94-2494800 | ||
Vanderbeek Olds/GMC Truck, Inc. | California | 68-0072435 | ||
VANDERBEEK TRUCK HOLDING, LLC | Delaware | 20-5373982 | ||
VILLAGE MOTORS, LLC | Delaware | 65-0944660 | ||
Vince Wiese Chevrolet, Inc. | Delaware | 95-2703429 | ||
VINCE WIESE HOLDING, LLC | Delaware | 20-5226871 | ||
W.O. Bankston Nissan, Inc. | Texas | 75-1279211 | ||
WALLACE DODGE, LLC | Delaware | 65-0944659 | ||
WALLACE FORD, LLC | Delaware | 65-0944658 | ||
WALLACE LINCOLN-MERCURY, LLC | Delaware | 65-0944657 | ||
WALLACE NISSAN, LLC | Delaware | 65-0944655 | ||
Webb Automotive Group, Inc. | California | 33-0338459 | ||
West Colton Cars, Inc. | California | 77-0428114 | ||
West Side Motors, Inc. | Tennessee | 62-1030139 | ||
Westgate Chevrolet GP, LLC | Delaware | 06-1699676 | ||
Westgate Chevrolet, Ltd. | Texas | 20-0058608 | ||
Westmont A. Imports, Inc. | Delaware | 65-0725800 | ||
Westmont B. Imports, Inc. | Delaware | 65-1151452 | ||
Westmont M. Imports, Inc. | Delaware | 65-1151453 | ||
Woody Capital Investment Company II | Colorado | 84-1167986 | ||
Woody Capital Investment Company III | Colorado | 84-1167988 | ||
Working Man’s Credit Plan, Inc. | Texas | 75-2458731 |
| * | All Additional Registrants have the following principal executive office: |
c/o AutoNation, Inc.
200 SW 1st Ave
Fort Lauderdale, Florida 33301
(954) 769-6000
PROSPECTUS
AutoNation, Inc.
COMMON STOCK
PREFERRED STOCK
DEBT SECURITIES
GUARANTEES OF DEBT SECURITIES
WARRANTS
SUBSCRIPTION RIGHTS
DEPOSITARY SHARES
STOCK PURCHASE CONTRACTS
UNITS
We may from time to time offer to sell, together or separately, common stock, preferred stock, debt securities, guarantees of debt securities, warrants, subscription rights to purchase common stock or preferred stock, depositary shares or stock purchase contracts, as well as units that include any of these securities. The debt securities may consist of debentures, notes or other types of debt and may be guaranteed by certain of our subsidiaries. The preferred stock, debt securities, warrants and stock purchase contracts may be convertible or exercisable or exchangeable for common or preferred stock or other securities.
We will provide specific terms of these securities in one or more supplements to this prospectus at the time of offering. You should read this prospectus and any relevant prospectus supplement or free writing prospectus, as well as the documents incorporated or deemed to be incorporated by reference in this prospectus, carefully before you make your investment decision with respect to any offering.
Our common stock is listed on the New York Stock Exchange and trades under the ticker symbol “AN.” Each prospectus supplement will indicate if the securities offered thereby will be listed on any securities exchange.
This prospectus may not be used to sell securities unless accompanied by a prospectus supplement or a free writing prospectus.
We may offer securities through underwriting syndicates managed or co-managed by one or more underwriters, or directly to purchasers. The prospectus supplement or free writing prospectus for an offering of securities will describe in detail the plan of distribution for that offering.
Investing in our securities involves certain risks. You should carefully consider the risks described under “Risk Factors” in our most recent annual report on Form 10-K, which is incorporated by reference herein, as well the other information contained or incorporated by reference in this prospectus or in any applicable prospectus supplement or free writing prospectus before making a decision to invest in our securities. See “Risk Factors” on page 1 of this prospectus.
Neither the Securities and Exchange Commission nor any state securities commission has approved or disapproved of these securities or determined if this prospectus is truthful or complete. Any representation to the contrary is a criminal offense.
The date of this prospectus is February 14, 2012
TABLE OF CONTENTS
| Page | ||||
| ii | ||||
| iv | ||||
| 1 | ||||
| 1 | ||||
| 1 | ||||
| 1 | ||||
| 2 | ||||
| 3 | ||||
| 4 | ||||
| 4 | ||||
| 5 | ||||
| 5 | ||||
i
This prospectus and the documents incorporated by reference herein contain forward looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended (the “Securities Act”), and Section 21E of the Securities Exchange Act of 1934, as amended (the “Exchange Act”). All statements, other than statements of historical fact, included or incorporated by reference herein regarding our strategy, future operations, financial position, estimated financial results, planned transactions, projected costs, prospects, goals and objectives are forward-looking statements. In some cases, you can identify forward-looking statements by terminology such as “anticipate,” “believe,” “estimate,” “expect,” “intend,” “may,” “plan,” “seek,” “project,” “will,” “would,” and similar expressions or expressions of the negative of these terms. Such statements are only predictions and, accordingly, are subject to substantial risks, uncertainties and assumptions.
We intend for our forward-looking statements to be covered by the safe harbor provisions for forward-looking statements contained in the Private Securities Litigation Reform Act of 1995, and we set forth this statement in order to comply with such safe harbor provisions. Although we believe that the expectations, plans, intentions, and projections reflected in our forward-looking statements are reasonable, such statements are subject to known and unknown risks, uncertainties, and other factors that may cause our actual results, performance, or achievements to be materially different from any future results, performance, or achievements expressed or implied by the forward-looking statements. The risks, uncertainties, and other factors that our stockholders and prospective investors should consider include, but are not limited to, the following:
| • | The automotive retail industry is sensitive to changing economic conditions and various other factors. Our business and results of operations are substantially dependent on new vehicle sales levels in the United States and in our particular geographic markets and the level of gross profit margins that we can achieve on our sales of new vehicles, all of which are very difficult to predict. |
| • | Our results of operations and financial condition have been and could continue to be adversely affected by the unfavorable economic conditions in the United States and/or Europe. |
| • | Our debt agreements contain certain financial ratios and other restrictions on our ability to conduct our business, and our substantial indebtedness could adversely affect our financial condition and operations and prevent us from fulfilling our debt service obligations. |
| • | We are dependent upon the success and continued financial viability of the vehicle manufacturers and distributors with which we hold franchises. |
| • | Goodwill and other intangible assets comprise a significant portion of our total assets. We must test our goodwill and other intangible assets for impairment at least annually, which could result in a material, non-cash write-down of goodwill or franchise rights and could have a material adverse impact on our results of operations and shareholders’ equity. |
| • | Our new vehicle sales are impacted by the consumer incentive and marketing programs of vehicle manufacturers. |
| • | Natural disasters and adverse weather events can disrupt our business. |
| • | We are subject to restrictions imposed by, and significant influence from, vehicle manufacturers that may adversely impact our business, financial condition, results of operations, cash flows, and prospects, including our ability to acquire additional stores. |
| • | We are subject to numerous legal and administrative proceedings, which, if the outcomes are adverse to us, could materially adversely affect our business, results of operations, financial condition, cash flows, and prospects. |
ii
| • | Our operations are subject to extensive governmental laws and regulations. If we are found to be in violation of or subject to liabilities under any of these laws or regulations, or if new laws or regulations are enacted that adversely affect our operations, our business, operating results, and prospects could suffer. |
| • | We are subject to interest rate risk in connection with our vehicle floorplan payables, revolving credit facility, and term loan facility that could have a material adverse effect on our profitability. |
| • | Our largest stockholders, as a result of their ownership stakes in us, have the ability to exert substantial influence over actions to be taken or approved by our stockholders. These stockholders are represented on our Board of Directors and, therefore, may also have the ability to exert substantial influence over actions to be taken or approved by our Board. In addition, future share repurchases and purchases by our affiliates could further reduce our public float and could adversely impact the liquidity of our common stock. |
| • | A failure of our information systems or any security breach or unauthorized disclosure of confidential information could have a material adverse effect on our business. |
Please refer to our most recent Annual Report on Form 10-K and to our subsequent filings with the Securities and Exchange Commission (the “SEC”) for additional discussion of the foregoing risks. Forward-looking statements speak only as of the date on which they are made, and we undertake no obligation to publicly update or revise any forward-looking statements to reflect subsequent events or circumstances, except as required by law.
iii
This prospectus is part of an “automatic shelf” registration statement that we filed with the SEC. Under this shelf registration process, we may sell any combination of the securities described in this prospectus in one or more offerings. This prospectus provides you with a general description of the securities we may offer. Each time we sell securities, we will provide a prospectus supplement or a free writing prospectus that will contain specific information about the terms of that offering. The prospectus supplement or free writing prospectus may also add, update or change information contained in this prospectus. You should carefully read both this prospectus and any applicable prospectus supplement or free writing prospectus together with additional information described under the heading “Where You Can Find Additional Information” before deciding to invest in any of the securities being offered.
You should rely only on the information contained in or incorporated by reference in this prospectus or any related prospectus supplement or free writing prospectus. We have not authorized anyone to provide you with different information. We are not making an offer of these securities in any jurisdiction where the offer is not permitted.
You should not assume that the information contained in this prospectus or any prospectus supplement or free writing prospectus is accurate on any date other than the date on the front cover of such documents or that any information we have incorporated by reference is correct on any date subsequent to the date of the document incorporated by reference, even though this prospectus or any prospectus supplement or free writing prospectus is delivered or securities are sold on a later date. Neither the delivery of this prospectus or any applicable prospectus supplement or free writing prospectus nor any distribution of securities pursuant to such documents shall, under any circumstances, create any implication that there has been no change in the information set forth in this prospectus or any applicable prospectus supplement or free writing prospectus or in our affairs since the date of this prospectus or any applicable prospectus supplement or free writing prospectus.
For convenience, the terms “AutoNation,” “the Company,” “we,” “us,” and “our” are used in this prospectus to refer to AutoNation, Inc. and its subsidiaries, unless otherwise required by the context. Our dealership operations are conducted by our subsidiaries.
iv
This summary highlights certain information about AutoNation, Inc. Because it is a summary, it does not contain all the information you should consider before investing in our securities. You should read carefully this entire prospectus, any prospectus supplement or free writing prospectus and the documents that we incorporate herein and therein by reference, including the sections entitled “Risk Factors” and our financial statements and related notes. You may obtain a copy of the documents that we incorporate by reference without charge by following the instructions in the section below entitled “Where You Can Find Additional Information.”
AutoNation, Inc., through its subsidiaries, is the largest automotive retailer in the United States. As of December 31, 2011, we owned and operated 258 new vehicle franchises from 215 stores located in the United States, predominantly in major metropolitan markets in the Sunbelt region. Our stores, which we believe are some of the most recognizable and well-known stores in our key markets, sell 32 different brands of new vehicles. The core brands of vehicles that we sell, representing approximately 90% of the new vehicles that we sold in 2011, are manufactured by Ford, Toyota, Nissan, General Motors, Honda, Mercedes-Benz, BMW, and Chrysler.
We offer a diversified range of automotive products and services, including new vehicles, used vehicles, parts and automotive repair and maintenance services, and automotive finance and insurance products, which includes the arranging of financing for vehicle purchases through third-party finance sources. We believe that the significant scale of our operations and the quality of our managerial talent allow us to achieve efficiencies in our key markets by, among other things, leveraging our market brands and advertising, improving asset management, implementing standardized processes, and increasing productivity across all of our stores.
We were incorporated in Delaware in 1991. Our principal executive offices are located at 200 SW 1st Ave, Fort Lauderdale, FL 33301, and our telephone number at that address is (954) 769-6000. We maintain a website atwww.autonation.com. Information contained in or accessed through our website does not constitute a part of this prospectus.
Investing in our securities involves risks. You should carefully consider, among other things, (i) the risk factors identified under the heading “Risk Factors” in Part I, Item 1A of our most recent Annual Report on Form 10-K, as updated by our Quarterly Reports on Form 10-Q and Current Reports on Form 8-K filed subsequent to such Annual Report on Form 10-K, (ii) the risk factors identified under the heading “Risk Factors” in any applicable prospectus supplement or free writing prospectus, and (iii) the other information set forth in this prospectus, in any applicable prospectus supplement or free writing prospectus, and in the documents incorporated by reference into this prospectus. For more information, see the section entitled “Where You Can Find Additional Information.” These risks could materially and adversely affect our business, results of operations and financial condition and could result in a partial or complete loss of your investment.
Unless otherwise indicated in a prospectus supplement or a free writing prospectus, the net proceeds from the sale of the securities will be used for general corporate purposes, including working capital, acquisitions, repayment or refinancing of debt, share repurchases and other business opportunities.
RATIO OF EARNINGS TO FIXED CHARGES
The following table sets forth our ratio of earnings to fixed charges for the periods indicated:
| Year Ended December 31, | ||||||||||||||||||||
| 2011 | 2010 | 2009 | 2008 | 2007 | ||||||||||||||||
Ratio of earnings to fixed charges | 4.6 | 4.2 | 4.4 | * | 2.6 | |||||||||||||||
* In the year ended December 31, 2008, earnings were insufficient to cover fixed charges by $1.40 billion due to non-cash impairment charges of $1.74 billion.
1
The ratio of earnings to fixed charges is calculated by dividing earnings, as defined, by fixed charges, as defined. For this purpose, “earnings” consist of income from continuing operations before taxes, plus fixed charges. “Fixed charges” consist of interest on indebtedness, including floorplan interest, amortization of debt issuance costs and the estimated portion of rental expense we deem to be representative of the interest factor of rental payments under operating leases.
We did not have any preferred stock outstanding for the periods presented, and therefore the ratios of earnings to combined fixed charges and preferred stock dividends would be the same as the ratios of earnings to fixed charges presented above.
The following description of our capital stock is based on our Third Amended and Restated Certificate of Incorporation, as amended (our “Certificate of Incorporation”), our Amended and Restated By-Laws (our “By-Laws”) and applicable provisions of law. We have summarized certain portions of our Certificate of Incorporation and By-Laws below. The summary is not complete and is subject to, and is qualified in its entirety by, the applicable provisions of the Delaware General Corporation Law (“DGCL”), our Certificate of Incorporation and our By-Laws, which are incorporated by reference herein. You should read our Certificate of Incorporation and By-Laws for the provisions that are important to you.
Copies of our Certificate of Incorporation and By-Laws are available upon request. Please see “Where You Can Find Additional Information” below. As used in this “Description of Capital Stock,” the terms “our,” “ours” and “us” refer only to AutoNation, Inc., a Delaware corporation, and not, unless otherwise indicated, to any of its subsidiaries.
Capital Stock
Under our Certificate of Incorporation, our authorized capital stock consists of 1,500,000,000 shares of common stock, $0.01 par value, and 5,000,000 shares of preferred stock, $0.01 par value. As of February 8, 2012, there were 131,921,417 shares of common stock issued and outstanding and no shares of preferred stock issued and outstanding.
Common Stock
Our common stock is listed on the New York Stock Exchange under the ticker symbol “AN.” Each holder of shares of our common stock is entitled to one vote for each share held of record on the applicable record date on all matters submitted to a vote of stockholders. Subject to any preferential dividend rights granted to the holders of any shares of our preferred stock that may at the time be outstanding, holders of our common stock are entitled to receive dividends as may be declared from time to time by our Board of Directors (“Board”) out of funds legally available therefor. Upon any liquidation or dissolution of AutoNation, holders of our common stock are entitled to share pro rata in all remaining assets available for distribution to stockholders after payment or providing for our liabilities and the liquidation preference of any outstanding preferred stock. Holders of our common stock have no preemptive right to purchase, subscribe for or otherwise acquire any unissued or treasury shares or other securities.
Preferred Stock
Our Certificate of Incorporation authorizes our Board to create preferred stock in one or more classes or series and to fix for each such class or series the voting powers, designations, preferences and relative, participating, optional or other special rights and any qualifications, limitations or restrictions thereof. Our Board is authorized to, among other things, provide that any such class or series of preferred stock may be (i) entitled to voting powers, full or limited (ii) subject to redemption at such time or times and at such price or prices as our Board may establish; (iii) entitled to receive dividends (which may be cumulative or non-cumulative) at such rates, on such conditions, and at such times, and payable in preference to, or in such relation to, the dividends payable on any other class or classes or any other series as our Board may establish; (iv) entitled to such rights
2
upon the dissolution of us, or upon any distribution of our assets, as our Board may establish; or (v) convertible into, or exchangeable for, shares of any other class or classes of stock, or of any other series of the same or any other class or classes of stock, of ours at such price or prices or at such rates of exchange and with such adjustments as our Board may establish. Issuance of preferred stock could discourage bids for the common stock at a premium as well as create a depressive effect on the market price of the common stock. As of the date hereof, no shares of preferred stock are outstanding.
Certain Anti-Takeover Provisions of Our Certificate of Incorporation and By-Laws and the DGCL
Certain provisions in our Certificate of Incorporation and By-Laws and the DGCL may have the effect of delaying, deferring or discouraging another party from acquiring us. These provisions, which are summarized below, are expected to discourage coercive takeover practices and inadequate takeover bids. These provisions are also designed to encourage persons seeking to acquire control of us to first negotiate with our Board.
Advance Notice of Shareholder Proposals or Nominations
Our By-Laws provide that shareholders at an annual meeting may only consider proposals or nominations specified in the notice of meeting or brought before the meeting by or at the direction of the Board or by a shareholder who was a shareholder of record on the record date for the meeting, who is entitled to vote at the meeting and who has given to our Corporate Secretary timely written notice, in proper form, of the shareholder’s intention to bring that proposal or nomination before the meeting. In addition to certain other applicable requirements, for a shareholder proposal or nomination to be properly brought before an annual meeting by a shareholder, such shareholder generally must have given notice thereof in proper written form to our Corporate Secretary not less than 90 days nor more than 120 days prior to the anniversary date of the immediately preceding annual meeting of shareholders. Our By-Laws may have the effect of precluding the conduct of certain business at a meeting if the proper procedures are not followed or may discourage or defer a potential acquiror from conducting a solicitation of proxies to elect its own slate of directors or otherwise attempting to obtain control of us.
Special Meetings of Shareholders
Our By-Laws deny shareholders the right to call a special meeting of shareholders. Our By-Laws provide that only the Board may call special meetings of the shareholders. Stockholders are permitted under our By-Laws to act by written consent in lieu of a meeting.
Delaware General Corporation Law
We are a Delaware corporation and consequently are also subject to certain anti-takeover provisions of the DGCL. Subject to certain exceptions, Section 203 of the DGCL prevents a publicly held Delaware corporation from engaging in a “business combination” with any “interested stockholder” for three years following the date that the person became an interested stockholder, unless the interested stockholder attained such status with the approval of our Board or unless the business combination is approved in a prescribed manner. A “business combination” includes, among other things, a merger or consolidation involving us and the “interested stockholder” and the sale of more than 10% of our assets. In general, an “interested stockholder” is any entity or person beneficially owning 15% or more of our outstanding voting stock and any entity or person affiliated with or controlling or controlled by such entity or person. Section 203 makes it more difficult for an interested stockholder to effect various business combinations with a corporation for a three-year period. This statute could prohibit or delay mergers or other takeover or change in control attempts not approved in advance by our Board and as a result could discourage attempts to acquire us, which could depress the market price of our common stock.
DESCRIPTION OF OTHER SECURITIES
We will set forth in the applicable prospectus supplement or free writing prospectus a description of any debt securities, guarantees of debt securities, warrants, subscription rights to purchase common stock or preferred stock, depositary shares, stock purchase contracts or units that may be offered under this prospectus.
3
The securities being offered hereby may be sold by us:
| • | through underwriters or dealers; |
| • | through agents; |
| • | directly to purchasers, including our affiliates; |
| • | through a combination of any such methods of sale; or |
| • | through any other methods described in the applicable prospectus supplement or free writing prospectus. |
We will identify the specific plan of distribution, including any underwriters, dealers, agents or direct purchasers and their compensation, in a prospectus supplement or a free writing prospectus.
WHERE YOU CAN FIND ADDITIONAL INFORMATION
We file annual, quarterly and current reports, proxy statements and other information with the SEC. You may read and copy this information at the SEC’s Public Reference Room located at 100 F Street, N.E., Room 1580, Washington, D.C. 20549. You may obtain information on the operation of the SEC’s Public Reference Room by calling the SEC at 1-800-SEC-0330. The SEC also maintains a website that contains reports, proxy and information statements and other information regarding issuers that file electronically with the SEC. The address of the site is http://www.sec.gov.
The SEC allows us to “incorporate by reference” information into this document. This means that we can disclose important information to you by referring you to another document filed separately with the SEC. The information incorporated by reference is considered to be a part of this document, except for any information superseded by information that is included directly in this document or incorporated by reference subsequent to the date of this document.
This prospectus incorporates by reference the documents listed below and any future filings that we make with the SEC under Section 13(a), 13(c), 14 or 15(d) of the Exchange Act (other than information in the documents or filings that is deemed to have been furnished and not filed) after the date of this prospectus and prior to the termination of the offering.
| • | Our Annual Report on Form 10-K for the fiscal year ended December 31, 2011, filed with the SEC on February 13, 2012; |
| • | Our Current Reports on Form 8-K filed with the SEC on January 27, 2012, February 1, 2012 and February 2, 2012; and |
| • | The description of our common stock contained in our registration statement on Form 8-A filed with the SEC on June 17, 1997. |
You may also request a copy of any documents incorporated by reference in this prospectus (including any exhibits that are specifically incorporated by reference in them), at no cost, by writing or telephoning us at the following address or telephone number:
AutoNation, Inc.
200 SW 1st Ave
Fort Lauderdale, FL 33301
Attention: Legal Department
Telephone: (954) 769-6000
4
C. Coleman G. Edmunds, Senior Vice President, Deputy General Counsel and Assistant Secretary of the Company and Skadden, Arps, Slate, Meagher & Flom LLP, Chicago, Illinois will pass upon the validity of any securities issued under this prospectus. Mr. Edmunds owns shares of our common stock, and holds stock options and restricted stock awards and may receive additional awards in the future. Any underwriters will be represented by their own legal counsel.
The consolidated financial statements of AutoNation, Inc. as of December 31, 2011 and 2010, and for each of the years in the three-year period ended December 31, 2011, and management’s assessment of the effectiveness of internal control over financial reporting as of December 31, 2011 have been incorporated by reference herein and in the registration statement in reliance upon the reports of KPMG LLP, independent registered public accounting firm, incorporated by reference herein, and upon the authority of said firm as experts in accounting and auditing.
5
PART II
INFORMATION NOT REQUIRED IN PROSPECTUS
| ITEM 14. | OTHER EXPENSES OF ISSUANCE AND DISTRIBUTION |
The following table sets forth the costs and expenses to be borne by us in connection with the sale of the securities being registered hereby.
| Amount to be Paid | ||||
Registration fee | $ | * | ||
Printing fees and expenses | $ | * | * | |
Legal fees and expenses | $ | * | * | |
Accounting fees and expenses | $ | * | * | |
Trustee fees and expenses | $ | * | * | |
Miscellaneous expenses | $ | * | * | |
|
| |||
TOTAL | $ | * | * | |
| * | The registrant is deferring payment of the registration fee in reliance on Rule 456(b) and Rule 457(r) under the Securities Act. |
| ** | Not presently known. |
| ITEM 15. | INDEMNIFICATION OF DIRECTORS AND OFFICERS |
The Company’s Third Amended and Restated Certificate of Incorporation (the “Certificate of Incorporation”) provides that the Board shall have all powers and authority which may be granted to a board of directors of a corporation under the Delaware General Corporation Law (the “DGCL”) to provide indemnification for directors, officers, employees, and/or agents of the Company to the fullest extent permitted by law, subject however, to the rules against limitation on liability of directors as set forth in Section 102 of the DGCL, as amended from time to time.
In accordance with the requirements of Section 102 of the DGCL, the Certificate of Incorporation further provides that no director of the Company shall be personally liable to the Company or its stockholders for monetary damages for breach of fiduciary duty as a director, except for liability (i) for any breach by a director of the duty of loyalty to the Company or its stockholders, (ii) for acts or omissions not in good faith or which involve intentional misconduct or a knowing violation of law, (iii) for unlawful payments of dividends, or for unlawful stock purchases or redemptions, or (iv) for any transaction from which the director derived an improper personal benefit.
The Amended and Restated By-Laws of the Company (the “By-Laws”) provide for a series of indemnification powers and procedures that follow the language of Section 145 of the DGCL.
Article VII of the By-Laws provides that the Company shall indemnify any person who was or is a party or is threatened to be made a party to any threatened, pending or completed action, suit or proceeding, whether civil, criminal, administrative or investigative (other than an action by or in the right of the Company) by reason of the fact that such person is or was a director or officer of the Company, or is or was a director or officer of the Company serving at the request of the Company as a director, officer, employee or agent of another corporation, partnership, joint venture, trust, employee benefit plan or other enterprise, against expenses (including attorneys’ fees), judgments, fines and amounts paid in settlement actually and reasonably incurred by such person in connection with such action, suit or proceeding if such person acted in good faith and in a manner such person reasonably believed to be in or not opposed to the best interests of the Company, and with respect to any criminal action or proceeding, such person had no reasonable cause to believe his conduct was unlawful. The termination of an action, suit or proceeding by judgment, order, settlement, conviction, or upon a plea of nolo contendere or its equivalent, shall not, of itself, create a presumption that the person did not act in good faith and in a manner which such person reasonably believed to be in or not opposed to the best interests of the Company, and with respect to any criminal action or proceeding, had reasonable cause to believe that his conduct was unlawful.
The By-Laws provide that the Company’s obligation to indemnify directors and officers of the Company applies to actions brought by or in the right of the Company as well, but only to the extent of defense and settlement expenses and not to any satisfaction of a judgment or settlement of the claim itself, and with the further limitation that in such actions no indemnification shall be made (i) unless the indemnified person acted in good faith and in a manner such person reasonably believed to be in or not opposed to the best interests of the Company or (ii) in the event such person seeking indemnity was adjudged to be liable to the Company, unless the court, in its discretion, believes that in light of all the circumstances indemnification should nonetheless apply.
The By-Laws provide that the Company may, to the extent authorized from time to time by the Board, provide rights to indemnification and to the advancement of expenses to employees and agents of the Company similar to those rights conferred to directors and officers of the Company under Article VII.
The By-Laws provide that any decision as to indemnification, unless ordered by a court, shall be made: (a) by a majority vote of the directors who are not parties to such action, suit or proceeding (“disinterested directors”), even though less than a quorum; (b) by a committee of disinterested directors designated by a majority vote of all disinterested directors, even though less than a quorum; (c) if there are no such disinterested directors, or if such directors so direct, by independent legal counsel in a written opinion; or (d) by the stockholders. However, the By-Laws provide that a present or former director or officer of the Company who has been successful on the merits or otherwise in defense of any action, suit or proceeding for which indemnification would be appropriate as described above shall be indemnified without the necessity of authorization in the specific case.
The By-Laws provide that the Company shall pay expenses incurred by an officer or director in defending a civil, criminal, administrative or investigative action, suit or proceeding in advance of the final disposition of such action, suit or proceeding upon receipt of an undertaking by such person to repay such amount if it shall ultimately be determined that such
II-1
person is not entitled to indemnification. Indemnification pursuant to these provisions is not exclusive of any other rights to which those seeking indemnification may be entitled under any bylaw, agreement, vote of stockholders or disinterested directors or otherwise and shall, unless otherwise provided when authorized or ratified, continue as to a person who has ceased to be a director or officer.
The Company may purchase and maintain insurance on behalf of any person who is or was a director or officer of the Company. Under an insurance policy maintained by the Company, the directors and officers of the Company are insured, within the limits and subject to the limitations of the policy, against certain expenses in connection with the defense of certain claims, actions, suits or proceedings, and certain liabilities which might be imposed as a result of such claims, actions, suits or proceedings, which may be brought against them by reason of being or having been such directors or officers.
The above summary is qualified in its entirety by reference to the complete text of the DGCL, Certificate of Incorporation and the By-Laws.
| ITEM 16. | EXHIBITS |
Exhibit No. | Document | |
| 1.1 | Form(s) of Underwriting Agreement* | |
| 4.1 | Indenture, dated as of April 14, 2010, between AutoNation, Inc. and Wells Fargo Bank, National Association, as trustee (incorporated by reference to Exhibit 4.1 to the Company’s Current Report on Form 8-K filed with the SEC on April 15, 2010) | |
| 4.2 | Third Amended and Restated Certificate of Incorporation of AutoNation, Inc. (incorporated by reference to Exhibit 3.1 to the Company’s Quarterly Report on Form 10-Q filed with the SEC on August 13, 1999) | |
| 4.3 | Amended and Restated By-Laws of AutoNation, Inc. (incorporated by reference to Exhibit 3.1 to the Company’s Current Report on Form 8-K filed with the SEC on February 3, 2011) | |
| 4.4 | Form of debt securities* | |
| 4.5 | Form of guarantee* | |
| 4.6 | Form of any certificate of designation, preferences and rights with respect to any preferred stock issued hereunder* | |
| 4.7 | Form of any preferred stock certificate* | |
| 4.8 | Form of warrant agreement* | |
| 5.1 | Opinion of Skadden, Arps, Slate, Meagher & Flom LLP | |
| 5.2 | Opinion of C. Coleman G. Edmunds, Senior Vice President, Deputy General Counsel and Assistant Secretary of the Company | |
| 12.1 | Statement Regarding Computation of Ratio of Earnings to Fixed Charges (incorporated by reference to Exhibit 12.1 to the Company’s Annual Report on Form 10-K filed with the SEC on February 13, 2012) | |
| 23.1 | Consent of KPMG LLP | |
| 23.2 | Consent of Skadden, Arps, Slate, Meagher & Flom LLP (included in Exhibit 5.1) | |
| 23.3 | Consent of C. Coleman G. Edmunds (included in Exhibit 5.2) | |
| 24.1 | Powers of Attorney (included on the signature pages of the Registration Statement) | |
| 25.1 | Statement of Eligibility on Form T-1 under the Trust Indenture Act of 1939 of Wells Fargo Bank, National Association | |
| * | To be filed by amendment or incorporated by reference in connection with the offering of any securities, as appropriate. |
| ITEM 17. | UNDERTAKINGS |
| (a) | The undersigned registrant hereby undertakes: |
(1) To file, during any period in which offers or sales are being made, a post-effective amendment to this registration statement:
(i) To include any prospectus required by Section 10(a)(3) of the Securities Act of 1933;
(ii) To reflect in the prospectus any facts or events arising after the effective date of the registration statement (or the most recent post-effective amendment thereof) which, individually or in the aggregate, represent a fundamental change in the information set forth in the registration statement. Notwithstanding the foregoing, any increase or decrease in volume of securities offered (if the total dollar value of securities offered would not exceed that which was registered) and any deviation from the low or high end of the estimated maximum offering range may be reflected in the form of prospectus filed with the Commission pursuant to Rule 424(b) if, in the aggregate, the changes in volume and price represent no more than a 20 percent change in the maximum aggregate offering price set forth in the “Calculation of Registration Fee” table in the effective registration statement; and
II-2
(iii) To include any material information with respect to the plan of distribution not previously disclosed in the registration statement or any material change to such information in the registration statement;
provided, however, that paragraphs (a)(1)(i), (a)(1)(ii) and (a)(1)(iii) above do not apply if the information required to be included in a post-effective amendment by those paragraphs is contained in reports filed with or furnished to the Commission by the registrant pursuant to Section 13 or Section 15(d) of the Securities Exchange Act of 1934 that are incorporated by reference in the registration statement, or is contained in a form of prospectus filed pursuant to Rule 424(b) that is part of the registration statement.
(2) That, for the purpose of determining any liability under the Securities Act of 1933, each such post-effective amendment shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof.
(3) To remove from registration by means of a post-effective amendment any of the securities being registered which remain unsold at the termination of the offering.
(4) That, for the purpose of determining liability under the Securities Act of 1933 to any purchaser:
(i) Each prospectus filed by the registrant pursuant to Rule 424(b)(3) shall be deemed to be part of the registration statement as of the date the filed prospectus was deemed part of and included in the registration statement; and
(ii) Each prospectus required to be filed pursuant to Rule 424(b)(2), (b)(5) or (b)(7) as part of a registration statement in reliance on Rule 430B relating to an offering made pursuant to Rule 415(a)(1)(i), (vii) or (x) for the purpose of providing the information required by Section 10(a) of the Securities Act of 1933 shall be deemed to be part of and included in the registration statement as of the earlier of the date such form of prospectus is first used after effectiveness or the date of the first contract of sale of securities in the offering described in the prospectus. As provided in Rule 430B, for liability purposes of the issuer and any person that is at that date an underwriter, such date shall be deemed to be a new effective date of the registration statement relating to the securities in the registration statement to which the prospectus relates, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof;provided,however, that no statement made in a registration statement or prospectus that is part of the registration statement or made in a document incorporated or deemed incorporated by reference into the registration statement or prospectus that is part of the registration statement will, as to a purchaser with a time of contract of sale prior to such effective date, supersede or modify any statement that was made in the registration statement or prospectus that was part of the registration statement or made in any such document immediately prior to such effective date.
(5) That, for the purpose of determining liability of the registrant under the Securities Act of 1933 to any purchaser in the initial distribution of the securities:
The undersigned registrant undertakes that in a primary offering of securities of the undersigned registrant pursuant to this registration statement, regardless of the underwriting method used to sell the securities to the purchaser, if the securities are offered or sold to such purchaser by means of any of the following communications, the undersigned registrant will be a seller to the purchaser and will be considered to offer or sell such securities to such purchaser:
(i) Any preliminary prospectus or prospectus of the undersigned registrant relating to the offering required to be filed pursuant to Rule 424;
(ii) Any free writing prospectus relating to the offering prepared by or on behalf of the undersigned registrant or used or referred to by the undersigned registrant;
(iii) The portion of any other free writing prospectus relating to the offering containing material information about the undersigned registrant or its securities provided by or on behalf of the undersigned registrant; and
(iv) Any other communication that is an offer in the offering made by the undersigned registrant to the purchaser.
(b) The undersigned registrant hereby undertakes that, for purposes of determining any liability under the Securities Act of 1933, each filing of the registrant’s annual report pursuant to Section 13(a) or 15(d) of the Securities Exchange Act of 1934 (and, where applicable, each filing of an employee benefit plan’s annual report pursuant to Section 15(d) of the Securities Exchange Act of 1934) that is incorporated by reference in the registration statement shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof.
II-3
(c) The undersigned registrant hereby undertakes to supplement the prospectus, after the expiration of the subscription period, to set forth the results of the subscription offer, the transactions by the underwriters during the subscription period, the amount of unsubscribed securities to be purchased by the underwriters, and the terms of any subsequent reoffering thereof. If any public offering by the underwriters is to be made on terms differing from those set forth on the cover page of the prospectus, a post-effective amendment will be filed to set forth the terms of such offering.
(d) Insofar as indemnification for liabilities arising under the Securities Act of 1933 may be permitted to directors, officers and controlling persons of the registrant pursuant to the foregoing provisions, or otherwise, the registrant has been advised that in the opinion of the Securities and Exchange Commission such indemnification is against public policy as expressed in the Act and is, therefore, unenforceable. In the event that a claim for indemnification against such liabilities (other than the payment by the registrant of expenses incurred or paid by a director, officer or controlling person of the registrant in the successful defense of any action, suit or proceeding) is asserted by such director, officer or controlling person in connection with the securities being registered, the registrant will, unless in the opinion of its counsel the matter has been settled by controlling precedent, submit to a court of appropriate jurisdiction the question whether such indemnification by it is against public policy as expressed in the Act and will be governed by the final adjudication of such issue.
II-4
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-3 and has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Fort Lauderdale, State of Florida, on February 14, 2012.
| AUTONATION, INC. | ||
| By: | /s/ Michael J. Jackson | |
Michael J. Jackson Chairman of the Board and Chief Executive Officer | ||
POWERS OF ATTORNEY
KNOWN ALL PERSONS BY THESE PRESENTS, that each person whose signature appears below hereby constitutes and appoints Michael J. Jackson and Jonathan P. Ferrando, and each of them acting individually, as his or her true and lawful attorneys-in-fact and agents with full power of substitution and resubstitution for him or her and in his or her name, place, and stead in any and all capacities to sign any and all amendments (including post-effective amendments and amendments filed pursuant to 462(b) under the Securities Act of 1933) to this registration statement, and to file the same, with all exhibits thereto, and other documents in connection therewith, with the Securities and Exchange Commission, granting unto said attorneys-in-fact and agents, and each of them, full power and authority to do and perform each and every act and thing requisite and necessary to be done in connection therewith, as fully to all intents and purposes as he or she might or could do in person, hereby ratifying and confirming all that said attorneys-in-facts and agents or any of them, or the substitute or substitutes of any of them, may lawfully do or cause to be done by virtue hereof.
Pursuant to the requirements of the Securities Act of 1933, this registration statement has been signed below by the following persons in the capacities and on the dates indicated.
Signature | Title | Date | ||
/s/ Michael J. Jackson Michael J. Jackson | Chairman of the Board and Chief Executive Officer (Principal Executive Officer) | February 14, 2012 | ||
/s/ Michael J. Short Michael J. Short | Executive Vice President and Chief Financial Officer (Principal Financial Officer) | February 14, 2012 | ||
/s/ Michael J. Stephan Michael J. Stephan | Vice President – Corporate Controller (Principal Accounting Officer) | February 14, 2012 | ||
/s/ Robert J. Brown Robert J. Brown | Director | February 14, 2012 | ||
/s/ Rick L. Burdick Rick L. Burdick | Director | February 14, 2012 | ||
/s/ William C. Crowley William C. Crowley | Director | February 14, 2012 | ||
/s/ David B. Edelson David B. Edelson | Director | February 14, 2012 | ||
II-5
/s/ Robert R. Grusky Robert R. Grusky | Director | February 14, 2012 | ||
/s/ Michael Larson Michael Larson | Director | February 14, 2012 | ||
/s/ Michael E. Maroone Michael E. Maroone | Director | February 14, 2012 | ||
/s/ Carlos A. Migoya Carlos A. Migoya | Director | February 14, 2012 | ||
/s/ Alison H. Rosenthal Alison H. Rosenthal | Director | February 14, 2012 | ||
II-6
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-3 and has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Fort Lauderdale, State of Florida, on February 14, 2012.
7 ROD REAL ESTATE NORTH, A LIMITED LIABILITY COMPANY
7 ROD REAL ESTATE SOUTH, A LIMITED LIABILITY COMPANY
ABRAHAM CHEVROLET-TAMPA, INC.
AL MAROONE FORD, LLC
ALBERT BERRY MOTORS, INC.
ALL-STATE RENT A CAR, INC.
AN TUCSON IMPORTS, LLC
AN CJ VALENCIA, INC.
AN CORPORATE MANAGEMENT PAYROLL CORP.
AN DEALERSHIP HOLDING CORP.
AN WEST CENTRAL REGION MANAGEMENT, LLC
AN/GMF, INC.
AN/KPBG MOTORS, INC.
ANDERSON CHEVROLET
ANDERSON CHEVROLET LOS GATOS, INC.
ANDERSON CUPERTINO, INC.
ATRIUM RESTAURANTS, INC.
AUTO AD AGENCY, INC.
AUTO HOLDING, LLC
AUTO WEST, INC.
AUTONATION CORPORATE MANAGEMENT, LLC
AUTONATION ENTERPRISES INCORPORATED
AUTONATION FINANCIAL SERVICES, LLC
AUTONATION MOTORS HOLDING CORP.
AUTONATION MOTORS OF LITHIA SPRINGS, INC.
AUTONATION NORTHWEST MANAGEMENT, LLC
AUTONATION REALTY CORPORATION
BANKSTON AUTO, INC.
BATFISH, LLC
BBCSS, INC.
BEACH CITY CHEVROLET COMPANY, INC.
BEACH CITY HOLDING, LLC
BLEDSOE DODGE, LLC
BOB TOWNSEND FORD, INC.
BOSC AUTOMOTIVE REALTY, INC.
CHAMPION CHEVROLET HOLDING, LLC
CHAMPION CHEVROLET, LLC
CHAMPION FORD, INC.
CHARLIE THOMAS CHRYSLER-PLYMOUTH, INC.
CHESROWN AUTO, LLC
CJ VALENCIA HOLDING, LLC
CONSUMER CAR CARE CORPORATION
CORPORATE PROPERTIES HOLDING, INC.
COURTESY AUTO GROUP, INC.
DEAL DODGE OF DES PLAINES, INC.
DESERT CHRYSLER-PLYMOUTH, INC.
DESERT DODGE, INC.
DON-A-VEE JEEP-EAGLE, INC.
DRIVER’S MART WORLDWIDE, INC.
EASTGATE FORD, INC.
EL MONTE MOTORS HOLDING, LLC
EL MONTE MOTORS, INC.
ELMHURST AUTO MALL, INC.
FLORIDA AUTO CORP.
FORD OF KIRKLAND, INC.
FOX IMPORTS, LLC
FRED OAKLEY MOTORS, INC.
HAYWARD DODGE, INC.
HORIZON CHEVROLET, INC.
JEMAUTCO, INC.
JERRY GLEASON CHEVROLET, INC.
JERRY GLEASON DODGE, INC.
JOE MACPHERSON IMPORTS NO. I
JOE MACPHERSON OLDSMOBILE
J-R-M MOTORS COMPANY NORTHWEST, LLC
KENYON DODGE, INC.
LES MARKS CHEVROLET, INC.
LEW WEBB’S FORD, INC.
LEW WEBB’S IRVINE NISSAN HOLDING, LLC
LEW WEBB’S IRVINE NISSAN, INC.
MACHOWARD LEASING
MARKS FAMILY DEALERSHIPS, INC.
MAROONE DODGE, LLC
MAROONE MANAGEMENT SERVICES, INC.
MC/RII, LLC
MECHANICAL WARRANTY PROTECTION, INC.
METRO CHRYSLER JEEP, INC.
MIDWAY CHEVROLET, INC.
MIKE SHAD CHRYSLER PLYMOUTH JEEP EAGLE, INC.
MISSION BLVD. MOTORS, INC.
MULLINAX LINCOLN-MERCURY, INC.
ONTARIO DODGE, INC.
PAYTON-WRIGHT FORD SALES, INC.
PEYTON CRAMER JAGUAR
PEYTON CRAMER LINCOLN-MERCURY
PEYTON CRAMER LM HOLDING, LLC
PITRE CHRYSLER-PLYMOUTH-JEEP OF SCOTTSDALE, INC.
PMWQ, INC.
PMWQ, LTD.
BY: PMWQ, INC.
ITS: GENERAL PARTNER
REAL ESTATE HOLDINGS, INC.
REPUBLIC DM PROPERTY ACQUISITION CORP.
REPUBLIC RESOURCES COMPANY
REPUBLIC RISK MANAGEMENT SERVICES, INC.
RESOURCES AVIATION, INC.
RI MERGER CORP.
RI/BBNM ACQUISITION CORP
RI/BRC REAL ESTATE CORP.
RI/DM ACQUISITION CORP.
RI/LLC-2 ACQUISITION CORP.
RI/RMP ACQUISITION CORP.
RI/WFI ACQUISITION CORPORATION
SAUL CHEVROLET HOLDING, LLC
SCM REALTY, INC.
SHAMROCK F. HOLDING, LLC
SHAMROCK FORD, INC.
SIX JAYS LLC
SMI MOTORS HOLDING, LLC
SMI MOTORS, INC.
SOUTHWEST DODGE, LLC
SPITFIRE PROPERTIES, INC.
STEAKLEY CHEVROLET GP, LLC
STEAKLEY CHEVROLET, LTD.
BY: STEAKLEY CHEVROLET GP, LLC
ITS: GENERAL PARTNER
STEEPLECHASE MOTOR COMPANY
SUNSET PONTIAC-GMC TRUCK SOUTH, INC.
SUTHERLIN CHRYSLER-PLYMOUTH JEEP-EAGLE, LLC
TARTAN ADVERTISING, INC.
TAYLOR JEEP EAGLE, LLC
THE CONSULTING SOURCE, INC.
THE PIERCE CORPORATION II, INC.
TINLEY PARK A. IMPORTS, INC.
TINLEY PARK J. IMPORTS, INC.
TINLEY PARK V. IMPORTS, INC.
TRIANGLE CORPORATION
VANDERBEEK OLDS/GMC TRUCK, INC.
VANDERBEEK TRUCK HOLDING, LLC
WALLACE DODGE, LLC
WALLACE LINCOLN-MERCURY, LLC
WEST COLTON CARS, INC.
WORKING MAN’S CREDIT PLAN, INC.
AUTONATION BENEFITS COMPANY, INC.
DEALERSHIP PROPERTIES, INC.
DEALERSHIP REALTY CORPORATION
EL MONTE IMPORTS, INC.
EL MONTE IMPORTS HOLDING, LLC
VALENCIA DODGE
MACHOWARD LEASING HOLDING, LLC
VALENCIA DODGE HOLDING, LLC
| By: | /s/ Michael E. Maroone | |
Michael E. Maroone President | ||
II-7
POWERS OF ATTORNEY
KNOWN ALL PERSONS BY THESE PRESENTS, that each person whose signature appears below hereby constitutes and appoints Michael J. Jackson and Jonathan P. Ferrando, and each of them acting individually, as his or her true and lawful attorneys-in-fact and agents with full power of substitution and resubstitution for him or her and in his or her name, place, and stead in any and all capacities to sign any and all amendments (including post-effective amendments and amendments filed pursuant to 462(b) under the Securities Act of 1933) to this registration statement, and to file the same, with all exhibits thereto, and other documents in connection therewith, with the Securities and Exchange Commission, granting unto said attorneys-in-fact and agents, and each of them, full power and authority to do and perform each and every act and thing requisite and necessary to be done in connection therewith, as fully to all intents and purposes as he or she might or could do in person, hereby ratifying and confirming all that said attorneys-in-facts and agents or any of them, or the substitute or substitutes of any of them, may lawfully do or cause to be done by virtue hereof.
Pursuant to the requirements of the Securities Act of 1933, this registration statement has been signed below by the following persons in the capacities and on the dates indicated.
Signature | Title(s) | Date | ||
/s/ Michael E. Maroone Michael E. Maroone | President and Director (as to corporate registrants)/Manager (as to limited liability company registrants) (Principal Executive Officer) | February 14, 2012 | ||
/s/ Cheryl Scully Cheryl Scully | Treasurer (Principal Financial Officer and Principal Accounting Officer) | February 14, 2012 | ||
/s/ Jonathan P. Ferrando Jonathan P. Ferrando | Director (as to corporate registrants)/Manager (as to limited liability company registrants) | February 14, 2012 | ||
II-8
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-3 and has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Clearwater, State of Florida, on February 14, 2012.
ABRAHAM CHEVROLET-MIAMI, INC.
AN CADILLAC OF WPB, LLC
AN FLORIDA REGION MANAGEMENT, LLC
AN FORT MYERS IMPORTS, LLC
AN IMPORTS OF FT. LAUDERDALE, INC.
AN IMPORTS ON WESTON ROAD, INC.
AN LUXURY IMPORTS OF COCONUT CREEK, INC.
AN LUXURY IMPORTS OF PALM BEACH, INC.
AN LUXURY IMPORTS OF PEMBROKE PINES, INC.
AN LUXURY IMPORTS OF SANFORD, INC.
AN LUXURY IMPORTS OF SARASOTA, INC.
AN MOTORS OF DELRAY BEACH, INC.
AUTOHAUS HOLDINGS, INC.
AUTONATION DODGE OF PEMBROKE PINES, INC.
AUTONATION IMPORTS OF LONGWOOD, INC.
AUTONATION IMPORTS OF PALM BEACH, INC.
AUTONATION IMPORTS OF WINTER PARK, INC.
AUTONATION ORLANDO VENTURE HOLDINGS, INC.
AUTONATION USA OF PERRINE, INC.
AUTONATION V. IMPORTS OF DELRAY BEACH, LLC
BEACON MOTORS, INC
BENGAL MOTOR COMPANY, LTD.
BY: BENGAL MOTORS, INC.
ITS: GENERAL PARTNER
BENGAL MOTORS, INC.
BODY SHOP HOLDING CORP.
BULL MOTORS, LLC
CARLISLE MOTORS, LLC
CHEVROLET WORLD, INC.
COASTAL CADILLAC, INC.
CONTEMPORARY CARS, INC.
D/L MOTOR COMPANY
DON MEALEY CHEVROLET, INC.
DON MEALEY IMPORTS, INC.
FIRST TEAM AUTOMOTIVE CORP.
FIRST TEAM FORD OF MANATEE, LTD.
BY: FIRST TEAM MANAGEMENT, INC.
ITS: GENERAL PARTNER
FIRST TEAM FORD, LTD.
BY: FIRST TEAM MANAGEMENT, INC.
ITS: GENERAL PARTNER
FIRST TEAM IMPORTS, LTD.
BY: FIRST TEAM MANAGEMENT, INC.
ITS: GENERAL PARTNER
FIRST TEAM JEEP EAGLE, CHRYSLER-PLYMOUTH, LTD.
BY: FIRST TEAM MANAGEMENT, INC.
ITS: GENERAL PARTNER
FIRST TEAM MANAGEMENT, INC.
FIRST TEAM PREMIER, LTD.
BY: FIRST TEAM MANAGEMENT, INC.
ITS: GENERAL PARTNER
FT. LAUDERDALE NISSAN, INC.
GULF MANAGEMENT, INC.
JIM QUINLAN CHEVROLET CO.
AN MOTORS OF BROOKSVILLE, INC.
KING’S CROWN FORD, INC.
L.P. EVANS MOTORS WPB, INC.
L.P. EVANS MOTORS, INC.
MAROONE FORD, LLC
MEALEY HOLDINGS, INC.
MIKE SHAD FORD, INC.
NISSAN OF BRANDON, INC.
QUINLAN MOTORS, INC.
RI/BB ACQUISITION CORP.
RI/HOLLYWOOD NISSAN ACQUISITION CORP.
RKR MOTORS, INC.
STAR MOTORS, LLC
STEVE MOORE CHEVROLET DELRAY, LLC
STEVE MOORE CHEVROLET, LLC
STEVE MOORE’S BUY-RIGHT AUTO CENTER, INC.
SUNRISE NISSAN OF JACKSONVILLE, INC.
SUNRISE NISSAN OF ORANGE PARK, INC.
SUNSET PONTIAC-GMC, INC.
SUTHERLIN IMPORTS, LLC
WALLACE FORD, LLC
WALLACE NISSAN, LLC
| By: | /s/ James R. Bender | |
James R. Bender President | ||
II-9
POWERS OF ATTORNEY
KNOWN ALL PERSONS BY THESE PRESENTS, that each person whose signature appears below hereby constitutes and appoints Michael J. Jackson and Jonathan P. Ferrando, and each of them acting individually, as his or her true and lawful attorneys-in-fact and agents with full power of substitution and resubstitution for him or her and in his or her name, place, and stead in any and all capacities to sign any and all amendments (including post-effective amendments and amendments filed pursuant to 462(b) under the Securities Act of 1933) to this registration statement, and to file the same, with all exhibits thereto, and other documents in connection therewith, with the Securities and Exchange Commission, granting unto said attorneys-in-fact and agents, and each of them, full power and authority to do and perform each and every act and thing requisite and necessary to be done in connection therewith, as fully to all intents and purposes as he or she might or could do in person, hereby ratifying and confirming all that said attorneys-in-facts and agents or any of them, or the substitute or substitutes of any of them, may lawfully do or cause to be done by virtue hereof.
Pursuant to the requirements of the Securities Act of 1933, this registration statement has been signed below by the following persons in the capacities and on the dates indicated.
Signature | Title(s) | Date | ||
/s/ James R. Bender James R. Bender | President and Sole Director (as to corporate registrants)/Manager (as to limited liability company registrants) (Principal Executive Officer) | February 14, 2012 | ||
/s/ Ronald J. Eberhardt Ronald J. Eberhardt | Treasurer (Principal Financial Officer and Principal Accounting Officer) | February 14, 2012 | ||
II-10
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-3 and has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Fort Lauderdale, State of Florida, on February 14, 2012.
| HOLLYWOOD IMPORTS LIMITED, INC. | ||
| MAROONE CHEVROLET FT. LAUDERDALE, INC. | ||
| MAROONE CHEVROLET, LLC | ||
| HOLLYWOOD KIA, INC. | ||
| By: | /s/ Michael E. Maroone | |
Michael E. Maroone President | ||
POWERS OF ATTORNEY
KNOWN ALL PERSONS BY THESE PRESENTS, that each person whose signature appears below hereby constitutes and appoints Michael J. Jackson and Jonathan P. Ferrando, and each of them acting individually, as his or her true and lawful attorneys-in-fact and agents with full power of substitution and resubstitution for him or her and in his or her name, place, and stead in any and all capacities to sign any and all amendments (including post-effective amendments and amendments filed pursuant to 462(b) under the Securities Act of 1933) to this registration statement, and to file the same, with all exhibits thereto, and other documents in connection therewith, with the Securities and Exchange Commission, granting unto said attorneys-in-fact and agents, and each of them, full power and authority to do and perform each and every act and thing requisite and necessary to be done in connection therewith, as fully to all intents and purposes as he or she might or could do in person, hereby ratifying and confirming all that said attorneys-in-facts and agents or any of them, or the substitute or substitutes of any of them, may lawfully do or cause to be done by virtue hereof.
Pursuant to the requirements of the Securities Act of 1933, this registration statement has been signed below by the following persons in the capacities and on the dates indicated.
Signature | Title(s) | Date | ||
/s/ Michael E. Maroone Michael E. Maroone | President and Director (as to corporate registrants)/Manager (as to limited liability company registrants) (Principal Executive Officer) | February 14, 2012 | ||
/s/ Ronald J. Eberhardt Ronald J. Eberhardt | Treasurer (Principal Financial Officer and Principal Accounting Officer) | February 14, 2012 | ||
/s/ James R. Bender James R. Bender | Director (as to corporate registrants)/Manager (as to limited liability company registrants) | February 14, 2012 | ||
II-11
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-3 and has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Fort Lauderdale, State of Florida, on February 14, 2012.
| EMPIRE SERVICES AGENCY, INC. | ||
| By: | /s/ Michael E. Maroone | |
Michael E. Maroone President | ||
POWER OF ATTORNEY
KNOWN ALL PERSONS BY THESE PRESENTS, that each person whose signature appears below hereby constitutes and appoints Michael J. Jackson and Jonathan P. Ferrando, and each of them acting individually, as his or her true and lawful attorneys-in-fact and agents with full power of substitution and resubstitution for him or her and in his or her name, place, and stead in any and all capacities to sign any and all amendments (including post-effective amendments and amendments filed pursuant to 462(b) under the Securities Act of 1933) to this registration statement, and to file the same, with all exhibits thereto, and other documents in connection therewith, with the Securities and Exchange Commission, granting unto said attorneys-in-fact and agents, and each of them, full power and authority to do and perform each and every act and thing requisite and necessary to be done in connection therewith, as fully to all intents and purposes as he or she might or could do in person, hereby ratifying and confirming all that said attorneys-in-facts and agents or any of them, or the substitute or substitutes of any of them, may lawfully do or cause to be done by virtue hereof.
Pursuant to the requirements of the Securities Act of 1933, this registration statement has been signed below by the following person in the capacities and on the date indicated.
Signature | Title(s) | Date | ||
/s/ Michael E. Maroone Michael E. Maroone | President, Treasurer, and Sole Director (Principal Executive Officer, Principal Financial Officer and Principal Accounting Officer) | February 14, 2012 | ||
II-12
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-3 and has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Norcross, State of Georgia, on February 14, 2012.
AMERICAN WAY MOTORS, INC.
AN CENTRAL REGION MANAGEMENT, LLC
AN F. IMPORTS OF ATLANTA, LLC
AN F. IMPORTS OF NORTH DENVER, INC.
AN F. IMPORTS OF STERLING, LLC
AN H. IMPORTS OF ATLANTA, LLC
AN T. IMPORTS OF ATLANTA, LLC
AN/CF ACQUISITION CORP.
AN/MF ACQUISITION CORP.
AN/MNI ACQUISITION CORP.
AN MOTORS OF ENGLEWOOD, INC.
AUTONATION IMPORTS OF LITHIA SPRINGS, INC.
BILL AYARES CHEVROLET, LLC
C. GARRETT, INC.
CHESROWN CHEVROLET, LLC
CHESROWN COLLISION CENTER, INC.
CHESROWN FORD, INC.
CHUCK CLANCY FORD OF MARIETTA, LLC
COOK-WHITEHEAD FORD, INC.
COURTESY BROADWAY, LLC
COVINGTON PIKE MOTORS, INC.
AN MOTORS OF MEMPHIS, INC.
DOBBS FORD OF MEMPHIS, INC.
DOBBS FORD, INC.
DOBBS MOBILE BAY, INC.
ED MULLINAX FORD, LLC
EMICH CHRYSLER PLYMOUTH, LLC
EMICH DODGE, LLC
EMICH OLDSMOBILE, LLC
EMICH SUBARU WEST, LLC
FOX CHEVROLET, LLC
FOX MOTORS, LLC
GENE EVANS FORD, LLC
GEORGE SUTHERLIN NISSAN, LLC
GOVERNMENT BOULEVARD MOTORS, INC.
JOHN M. LANCE FORD, LLC
J-R ADVERTISING COMPANY
J-R MOTORS COMPANY NORTH
BY: WOODY CAPITAL INVESTMENT CO. III
ITS: GENERAL PARTNER
BY: R. COOP LIMITED
ITS: GENERAL PARTNER
BY: R.L. BUSCHER III, INC.
ITS: GENERAL PARTNER
J-R MOTORS COMPANY SOUTH
BY: WOODY CAPITAL INVESTMENT CO. II
ITS: GENERAL PARTNER
BY: C. GARRETT, INC.
ITS: GENERAL PARTNER
BY: R.L. BUSCHER II, INC.
ITS: GENERAL PARTNER
LANCE CHILDREN, INC.
LEESBURG IMPORTS, LLC
LEESBURG MOTORS, LLC
LOT 4 REAL ESTATE HOLDINGS, LLC
MILLER-SUTHERLIN AUTOMOTIVE, LLC
MULLINAX EAST, LLC
MULLINAX FORD NORTH CANTON, INC.
MULLINAX FORD SOUTH, INC.
MULLINAX USED CARS, INC.
NAPERVILLE IMPORTS, INC.
NORTHPOINT CHEVROLET, LLC
NORTHPOINT FORD, INC.
R. COOP LIMITED
R.L. BUSCHER II, INC.
R.L. BUSCHER III, INC.
RI/LLC ACQUISITION CORP.
SUPERIOR NISSAN, INC.
SUTHERLIN H. IMPORTS, LLC
SUTHERLIN NISSAN, LLC
SUTHERLIN TOWN CENTER, INC.
TOUSLEY FORD, INC.
VALLEY CHEVROLET, LLC
VILLAGE MOTORS, LLC
WEST SIDE MOTORS, INC.
WESTMONT A. IMPORTS, INC.
WESTMONT B. IMPORTS, INC.
WESTMONT M. IMPORTS, INC.
WOODY CAPITAL INVESTMENT COMPANY II
WOODY CAPITAL INVESTMENT COMPANY III
| /s/ Henry S. Phillips | ||
Henry S. Phillips President | ||
II-13
POWERS OF ATTORNEY
KNOWN ALL PERSONS BY THESE PRESENTS, that each person whose signature appears below hereby constitutes and appoints Michael J. Jackson and Jonathan P. Ferrando, and each of them acting individually, as his or her true and lawful attorneys-in-fact and agents with full power of substitution and resubstitution for him or her and in his or her name, place, and stead in any and all capacities to sign any and all amendments (including post-effective amendments and amendments filed pursuant to 462(b) under the Securities Act of 1933) to this registration statement, and to file the same, with all exhibits thereto, and other documents in connection therewith, with the Securities and Exchange Commission, granting unto said attorneys-in-fact and agents, and each of them, full power and authority to do and perform each and every act and thing requisite and necessary to be done in connection therewith, as fully to all intents and purposes as he or she might or could do in person, hereby ratifying and confirming all that said attorneys-in-facts and agents or any of them, or the substitute or substitutes of any of them, may lawfully do or cause to be done by virtue hereof.
Pursuant to the requirements of the Securities Act of 1933, this registration statement has been signed below by the following persons in the capacities and on the dates indicated.
Signature | Title(s) | Date | ||
/s/ Henry S. Phillips Henry S. Phillips | President and Sole Director (as to corporate registrants)/Manager (as to limited liability company registrants) (Principal Executive Officer) | February 14, 2012 | ||
/s/ Mitch McGuire Mitch McGuire | Treasurer (Principal Financial Officer and Principal Accounting Officer) | February 14, 2012 | ||
II-14
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-3 and has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Dallas, State of Texas, on February 14, 2012.
AN COLLISION CENTER OF ADDISON, INC.
AN COLLISION CENTER OF NORTH HOUSTON, INC.
AN CORPUS CHRISTI CHEVROLET, LP
BY: AN CORPUS CHRISTI GP, LLC
ITS: GENERAL PARTNER
AN CORPUS CHRISTI GP, LLC
AN CORPUS CHRISTI IMPORTS ADV. GP, LLC
AN CORPUS CHRISTI IMPORTS ADV., LP
BY: AN CORPUS CHRISTI IMPORTS ADV GP, LLC
ITS: GENERAL PARTNER
AN CORPUS CHRISTI IMPORTS GP, LLC
AN CORPUS CHRISTI IMPORTS II GP, LLC
AN CORPUS CHRISTI IMPORTS II, LP
BY: AN CORPUS CHRISTI IMPORTS II GP, LLC
ITS: GENERAL PARTNER
AN CORPUS CHRISTI IMPORTS, LP
BY: AN CORPUS CHRISTI IMPORTS GP, LLC
ITS: GENERAL PARTNER
AN CORPUS CHRISTI MOTORS, INC.
AN CORPUS CHRISTI T. IMPORTS GP, LLC
AN CORPUS CHRISTI T. IMPORTS, LP
BY: AN CORPUS CHRISTI T. IMPORTS GP, LLC
ITS: GENERAL PARTNER
AN COUNTY LINE FORD, INC.
AN LUXURY IMPORTS GP, LLC
AN LUXURY IMPORTS, LTD.
BY: AN LUXURY IMPORTS GP, LLC
ITS: GENERAL PARTNER
AN MOTORS OF DALLAS, INC.
AN PONTIAC GMC HOUSTON NORTH GP, LLC
AN PONTIAC GMC HOUSTON NORTH, LP
BY: AN PONTIAC GMC HOUSTON NORTH GP, LLC
ITS: GENERAL PARTNER
AN TEXAS REGION MANAGEMENT, LTD.
BY: AN NORTH TEXAS MANAGEMENT GP, LLC
ITS: GENERAL PARTNER
AUTONATION FORT WORTH MOTORS, LTD.
BY: AUTONATION GM GP, LLC
ITS: GENERAL PARTNER
AUTONATION GM GP, LLC
AUTONATION IMPORTS OF KATY GP, LLC
AUTONATION IMPORTS OF KATY, L.P.
BY: AUTONATION IMPORTS OF KATY GP, LLC
ITS: GENERAL PARTNER
AUTONATION NORTH TEXAS MANAGEMENT GP, LLC
BANKSTON CHRYSLER JEEP OF FRISCO, L.P.
BY: BANKSTON CJ GP, LLC
ITS: GENERAL PARTNER
BANKSTON CJ GP, LLC
BANKSTON FORD OF FRISCO, LTD. CO.
BANKSTON NISSAN IN IRVING, INC.
BANKSTON NISSAN LEWISVILLE GP, LLC
BANKSTON NISSAN LEWISVILLE, LTD.
BY: BANKSTON NISSAN LEWISVILLE GP, LLC.
ITS: GENERAL PARTNER
CHARLIE HILLARD, INC.
CHARLIE THOMAS CHEVROLET GP, LLC
CHARLIE THOMAS CHEVROLET, LTD.
BY: CHARLIE THOMAS CHEVROLET GP, LLC
ITS: GENERAL PARTNER
CHARLIE THOMAS’ COURTESY GP, LLC
CHARLIE THOMAS COURTESY LEASING, INC.
CHARLIE THOMAS F. GP, LLC
CHARLIE THOMAS FORD, LTD.
BY: CHARLIE THOMAS F. GP, LLC
ITS: GENERAL PARTNER
CHARLIE THOMAS’ COURTESY FORD, LTD.
BY: CHARLIE THOMAS’ COURTESY GP, LLC
ITS: GENERAL PARTNER
CT INTERCONTINENTAL GP, LLC
CT INTERCONTINENTAL, LTD.
BY: CT INTERCONTINENTAL GP, LLC
ITS: GENERAL PARTNER
CT MOTORS, INC.
FINANCIAL SERVICES GP, LLC
FINANCIAL SERVICES, LTD.
BY: FINANCIAL SERVICES GP, LLC
ITS: GENERAL PARTNER
HILLARD AUTO GROUP, INC.
HOUSTON AUTO M. IMPORTS GREENWAY, LTD.
BY: HOUSTON IMPORTS GREENWAY GP, LLC
ITS: GENERAL PARTNER
HOUSTON AUTO M. IMPORTS NORTH, LTD.
BY: HOUSTON IMPORTS NORTH GP, LLC
ITS: GENERAL PARTNER
HOUSTON IMPORTS GREENWAY GP, LLC
HOUSTON IMPORTS NORTH GP, LLC
LEWISVILLE IMPORTS GP, LLC
LEWISVILLE IMPORTS, LTD.
BY: LEWISVILLE IMPORTS GP, LLC
ITS: GENERAL PARTNER
MARKS TRANSPORT, INC.
MIKE HALL CHEVROLET, INC.
NICHOLS FORD, LTD.
BY: NICHOLS GP, LLC
ITS: GENERAL PARTNER
NICHOLS GP, LLC
PLAINS CHEVROLET GP, LLC
PLAINS CHEVROLET, LTD.
BY: PLAINS CHEVROLET GP, LLC
ITS: GENERAL PARTNER
PORT CITY IMPORTS, INC.
QUALITY NISSAN GP, LLC
QUALITY NISSAN, LTD.
BY: QUALITY NISSAN GP, LLC
ITS: GENERAL PARTNER
RI/RMC ACQUISITION GP, LLC
RI/RMC ACQUISITION, LTD.
BY: RI/RMC ACQUISITION GP, LLC
ITS: GENERAL PARTNER
RI/RMT ACQUISITION GP, LLC
RI/RMT ACQUISITION, LTD.
BY: RI/RMT ACQUISITION GP, LLC
ITS: GENERAL PARTNER
TEXAN FORD SALES, LTD.
BY: TEXAN SALES GP, LLC
ITS: GENERAL PARTNER
TEXAN FORD, INC.
TEXAN SALES GP, LLC
TEXAS MANAGEMENT COMPANIES LP, LLC
W.O. BANKSTON NISSAN, INC.
WESTGATE CHEVROLET GP, LLC
WESTGATE CHEVROLET, LTD.
BY: WESTGATE CHEVROLET GP, LLC
ITS: GENERAL PARTNER
| By: | /s/ Dave Casto | |
Dave Casto | ||
| President |
II-15
POWERS OF ATTORNEY
KNOWN ALL PERSONS BY THESE PRESENTS, that each person whose signature appears below hereby constitutes and appoints Michael J. Jackson and Jonathan P. Ferrando, and each of them acting individually, as his or her true and lawful attorneys-in-fact and agents with full power of substitution and resubstitution for him or her and in his or her name, place, and stead in any and all capacities to sign any and all amendments (including post-effective amendments and amendments filed pursuant to 462(b) under the Securities Act of 1933) to this registration statement, and to file the same, with all exhibits thereto, and other documents in connection therewith, with the Securities and Exchange Commission, granting unto said attorneys-in-fact and agents, and each of them, full power and authority to do and perform each and every act and thing requisite and necessary to be done in connection therewith, as fully to all intents and purposes as he or she might or could do in person, hereby ratifying and confirming all that said attorneys-in-facts and agents or any of them, or the substitute or substitutes of any of them, may lawfully do or cause to be done by virtue hereof.
Pursuant to the requirements of the Securities Act of 1933, this registration statement has been signed below by the following persons in the capacities and on the dates indicated.
Signature | Title(s) | Date | ||
/s/ Dave Casto Dave Casto | President and Sole Director (as to corporate registrants)/Manager (as to limited liability company registrants) (Principal Executive Officer) | February 14, 2012 | ||
/s/ Ian Swartz Ian Swartz | Treasurer (Principal Financial Officer and Principal Accounting Officer) | February 14, 2012 | ||
II-16
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-3 and has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Costa Mesa, State of California, on February 14, 2012.
| COSTA MESA CARS, INC. | ||
| By: | /s/ Phil Keung | |
Phil Keung | ||
| President | ||
POWER OF ATTORNEY
KNOWN ALL PERSONS BY THESE PRESENTS, that each person whose signature appears below hereby constitutes and appoints Michael J. Jackson and Jonathan P. Ferrando, and each of them acting individually, as his or her true and lawful attorneys-in-fact and agents with full power of substitution and resubstitution for him or her and in his or her name, place, and stead in any and all capacities to sign any and all amendments (including post-effective amendments and amendments filed pursuant to 462(b) under the Securities Act of 1933) to this registration statement, and to file the same, with all exhibits thereto, and other documents in connection therewith, with the Securities and Exchange Commission, granting unto said attorneys-in-fact and agents, and each of them, full power and authority to do and perform each and every act and thing requisite and necessary to be done in connection therewith, as fully to all intents and purposes as he or she might or could do in person, hereby ratifying and confirming all that said attorneys-in-facts and agents or any of them, or the substitute or substitutes of any of them, may lawfully do or cause to be done by virtue hereof.
Pursuant to the requirements of the Securities Act of 1933, this registration statement has been signed below by the following person in the capacities and on the date indicated.
Signature | Title(s) | Date | ||
/s/ Phil Keung Phil Keung | President, Treasurer, and Sole Director (Principal Executive Officer, Principal Financial Officer and Principal Accounting Officer) | February 14, 2012 | ||
II-17
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-3 and has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Encinitas, State of California, on February 14, 2012.
| AN LUXURY IMPORTS OF SAN DIEGO, INC. | ||
| By: | /s/ Darrin Fetterolf | |
| Darrin Fetterolf | ||
| President | ||
POWER OF ATTORNEY
KNOWN ALL PERSONS BY THESE PRESENTS, that each person whose signature appears below hereby constitutes and appoints Michael J. Jackson and Jonathan P. Ferrando, and each of them acting individually, as his or her true and lawful attorneys-in-fact and agents with full power of substitution and resubstitution for him or her and in his or her name, place, and stead in any and all capacities to sign any and all amendments (including post-effective amendments and amendments filed pursuant to 462(b) under the Securities Act of 1933) to this registration statement, and to file the same, with all exhibits thereto, and other documents in connection therewith, with the Securities and Exchange Commission, granting unto said attorneys-in-fact and agents, and each of them, full power and authority to do and perform each and every act and thing requisite and necessary to be done in connection therewith, as fully to all intents and purposes as he or she might or could do in person, hereby ratifying and confirming all that said attorneys-in-facts and agents or any of them, or the substitute or substitutes of any of them, may lawfully do or cause to be done by virtue hereof.
Pursuant to the requirements of the Securities Act of 1933, this registration statement has been signed below by the following person in the capacities and on the date indicated.
Signature | Title(s) | Date | ||
/s/ Darrin Fetterolf Darrin Fetterolf | President, Treasurer and Sole Director (Principal Executive Officer, Principal Financial Officer and Principal Accounting Officer) | February 14, 2012 | ||
II-18
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-3 and has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Valencia, State of California, on February 14, 2012.
| VALENCIA H. IMPORTS, INC. | ||
| By: | /s/ Carlos Dominguez | |
| Carlos Dominguez | ||
| President | ||
POWER OF ATTORNEY
KNOWN ALL PERSONS BY THESE PRESENTS, that the individual whose signature appears below hereby KNOWN ALL PERSONS BY THESE PRESENTS, that each person whose signature appears below hereby constitutes and appoints Michael J. Jackson and Jonathan P. Ferrando, and each of them acting individually, as his or her true and lawful attorneys-in-fact and agents with full power of substitution and resubstitution for him or her and in his or her name, place, and stead in any and all capacities to sign any and all amendments (including post-effective amendments and amendments filed pursuant to 462(b) under the Securities Act of 1933) to this registration statement, and to file the same, with all exhibits thereto, and other documents in connection therewith, with the Securities and Exchange Commission, granting unto said attorneys-in-fact and agents, and each of them, full power and authority to do and perform each and every act and thing requisite and necessary to be done in connection therewith, as fully to all intents and purposes as he or she might or could do in person, hereby ratifying and confirming all that said attorneys-in-facts and agents or any of them, or the substitute or substitutes of any of them, may lawfully do or cause to be done by virtue hereof.
Pursuant to the requirements of the Securities Act of 1933, this registration statement has been signed below by the following person in the capacities and on the date indicated.
Signature | Title(s) | Date | ||
/s/ Carlos Dominguez Carlos Dominguez | President, Treasurer and Sole Director (Principal Executive Officer, Principal Financial Officer and Principal Accounting Officer) | February 14, 2012 | ||
II-19
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-3 and has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Torrance, State of California, on February 14, 2012.
| CARWELL, LLC | ||
| By: | /s/ Charlie Alfano | |
| Charlie Alfano | ||
| President | ||
POWERS OF ATTORNEY
KNOWN ALL PERSONS BY THESE PRESENTS, that each person whose signature appears below hereby constitutes and appoints Michael J. Jackson and Jonathan P. Ferrando, and each of them acting individually, as his or her true and lawful attorneys-in-fact and agents with full power of substitution and resubstitution for him or her and in his or her name, place, and stead in any and all capacities to sign any and all amendments (including post-effective amendments and amendments filed pursuant to 462(b) under the Securities Act of 1933) to this registration statement, and to file the same, with all exhibits thereto, and other documents in connection therewith, with the Securities and Exchange Commission, granting unto said attorneys-in-fact and agents, and each of them, full power and authority to do and perform each and every act and thing requisite and necessary to be done in connection therewith, as fully to all intents and purposes as he or she might or could do in person, hereby ratifying and confirming all that said attorneys-in-facts and agents or any of them, or the substitute or substitutes of any of them, may lawfully do or cause to be done by virtue hereof.
Pursuant to the requirements of the Securities Act of 1933, this registration statement has been signed below by the following person in the capacities and on the date indicated.
Signature | Title(s) | Date | ||
/s/ Charlie Alfano Charlie Alfano | President and Manager (Principal Executive Officer) | February 14, 2012 | ||
/s/ Cyrus Mazaherian Cyrus Mazaherian | Treasurer and Manager (Principal Financial Officer and Principal Accounting Officer) | February 14, 2012 | ||
II-20
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-3 and has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Valencia, State of California, on February 14, 2012.
| VINCE WIESE CHEVROLET, INC. | ||
| By: | /s/ Chuck Coia | |
| Chuck Coia | ||
| President | ||
POWER OF ATTORNEY
KNOWN ALL PERSONS BY THESE PRESENTS, that each person whose signature appears below hereby constitutes and appoints Michael J. Jackson and Jonathan P. Ferrando, and each of them acting individually, as his or her true and lawful attorneys-in-fact and agents with full power of substitution and resubstitution for him or her and in his or her name, place, and stead in any and all capacities to sign any and all amendments (including post-effective amendments and amendments filed pursuant to 462(b) under the Securities Act of 1933) to this registration statement, and to file the same, with all exhibits thereto, and other documents in connection therewith, with the Securities and Exchange Commission, granting unto said attorneys-in-fact and agents, and each of them, full power and authority to do and perform each and every act and thing requisite and necessary to be done in connection therewith, as fully to all intents and purposes as he or she might or could do in person, hereby ratifying and confirming all that said attorneys-in-facts and agents or any of them, or the substitute or substitutes of any of them, may lawfully do or cause to be done by virtue hereof.
Pursuant to the requirements of the Securities Act of 1933, this registration statement has been signed below by the following person in the capacities and on the date indicated.
Signature | Title(s) | Date | ||
/s/ Chuck Coia Chuck Coia | President, Treasurer and Sole Director (Principal Executive Officer, Principal Financial Officer and Principal Accounting Officer) | February 14, 2012 | ||
II-21
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-3 and has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Torrance, State of California, on February 14, 2012.
| PEYTON CRAMER FORD | ||
| By: | /s/ Dan Turner | |
| Dan Turner | ||
| President | ||
POWER OF ATTORNEY
KNOWN ALL PERSONS BY THESE PRESENTS, that each person whose signature appears below hereby constitutes and appoints Michael J. Jackson and Jonathan P. Ferrando, and each of them acting individually, as his or her true and lawful attorneys-in-fact and agents with full power of substitution and resubstitution for him or her and in his or her name, place, and stead in any and all capacities to sign any and all amendments (including post-effective amendments and amendments filed pursuant to 462(b) under the Securities Act of 1933) to this registration statement, and to file the same, with all exhibits thereto, and other documents in connection therewith, with the Securities and Exchange Commission, granting unto said attorneys-in-fact and agents, and each of them, full power and authority to do and perform each and every act and thing requisite and necessary to be done in connection therewith, as fully to all intents and purposes as he or she might or could do in person, hereby ratifying and confirming all that said attorneys-in-facts and agents or any of them, or the substitute or substitutes of any of them, may lawfully do or cause to be done by virtue hereof.
Pursuant to the requirements of the Securities Act of 1933, this registration statement has been signed below by the following person in the capacities and on the date indicated.
Signature | Title(s) | Date | ||
/s/ Dan Turner Dan Turner | President, Treasurer and Sole Director (Principal Executive Officer, Principal Financial Officer and Principal Accounting Officer) | February 14, 2012 | ||
II-22
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-3 and has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Valencia, State of California, on February 14, 2012.
| MAGIC ACQUISITION CORP. | ||
| By: | /s/ Dennis Hawking | |
| Dennis Hawking | ||
| President | ||
POWER OF ATTORNEY
KNOWN ALL PERSONS BY THESE PRESENTS, that each person whose signature appears below hereby constitutes and appoints Michael J. Jackson and Jonathan P. Ferrando, and each of them acting individually, as his or her true and lawful attorneys-in-fact and agents with full power of substitution and resubstitution for him or her and in his or her name, place, and stead in any and all capacities to sign any and all amendments (including post-effective amendments and amendments filed pursuant to 462(b) under the Securities Act of 1933) to this registration statement, and to file the same, with all exhibits thereto, and other documents in connection therewith, with the Securities and Exchange Commission, granting unto said attorneys-in-fact and agents, and each of them, full power and authority to do and perform each and every act and thing requisite and necessary to be done in connection therewith, as fully to all intents and purposes as he or she might or could do in person, hereby ratifying and confirming all that said attorneys-in-facts and agents or any of them, or the substitute or substitutes of any of them, may lawfully do or cause to be done by virtue hereof.
Pursuant to the requirements of the Securities Act of 1933, this registration statement has been signed below by the following person in the capacities and on the date indicated.
Signature | Title(s) | Date | ||
/s/ Dennis Hawking Dennis Hawking | President, Treasurer and Sole Director (Principal Executive Officer, Principal Financial Officer and Principal Accounting Officer) | February 14, 2012 | ||
II-23
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-3 and has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Tustin, State of California, on February 14, 2012.
| JOE MACPHERSON FORD | ||
| By: | /s/ Todd McNitt | |
| Todd McNitt | ||
| President | ||
POWER OF ATTORNEY
KNOWN ALL PERSONS BY THESE PRESENTS, that each person whose signature appears below hereby constitutes and appoints Michael J. Jackson and Jonathan P. Ferrando, and each of them acting individually, as his or her true and lawful attorneys-in-fact and agents with full power of substitution and resubstitution for him or her and in his or her name, place, and stead in any and all capacities to sign any and all amendments (including post-effective amendments and amendments filed pursuant to 462(b) under the Securities Act of 1933) to this registration statement, and to file the same, with all exhibits thereto, and other documents in connection therewith, with the Securities and Exchange Commission, granting unto said attorneys-in-fact and agents, and each of them, full power and authority to do and perform each and every act and thing requisite and necessary to be done in connection therewith, as fully to all intents and purposes as he or she might or could do in person, hereby ratifying and confirming all that said attorneys-in-facts and agents or any of them, or the substitute or substitutes of any of them, may lawfully do or cause to be done by virtue hereof.
Pursuant to the requirements of the Securities Act of 1933, this registration statement has been signed below by the following person in the capacities and on the date indicated.
Signature | Title(s) | Date | ||
/s/ Todd McNitt Todd McNitt | President, Treasurer and Sole Director (Principal Executive Officer, Principal Financial Officer and Principal Accounting Officer) | February 14, 2012 | ||
II-24
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-3 and has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Roseville, State of California, on February 14, 2012.
| AUTO CAR, INC. | ||
| By: | /s/ Les Braner | |
Les Braner | ||
| President | ||
POWER OF ATTORNEY
KNOWN ALL PERSONS BY THESE PRESENTS, that each person whose signature appears below hereby constitutes and appoints Michael J. Jackson and Jonathan P. Ferrando, and each of them acting individually, as his or her true and lawful attorneys-in-fact and agents with full power of substitution and resubstitution for him or her and in his or her name, place, and stead in any and all capacities to sign any and all amendments (including post-effective amendments and amendments filed pursuant to 462(b) under the Securities Act of 1933) to this registration statement, and to file the same, with all exhibits thereto, and other documents in connection therewith, with the Securities and Exchange Commission, granting unto said attorneys-in-fact and agents, and each of them, full power and authority to do and perform each and every act and thing requisite and necessary to be done in connection therewith, as fully to all intents and purposes as he or she might or could do in person, hereby ratifying and confirming all that said attorneys-in-facts and agents or any of them, or the substitute or substitutes of any of them, may lawfully do or cause to be done by virtue hereof.
Pursuant to the requirements of the Securities Act of 1933, this registration statement has been signed below by the following person in the capacities and on the date indicated.
Signature | Title(s) | Date | ||
/s/ Les Braner Les Braner | President, Treasurer and Sole Director (Principal Executive Officer, Principal Financial Officer and Principal Accounting Officer) | February 14, 2012 | ||
II-25
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-3 and has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Mountain View, State of California, on February 14, 2012.
| ALLISON BAVARIAN | ||
| By: | /s/ Huck Hibberd | |
| Huck Hibberd | ||
| President | ||
POWER OF ATTORNEY
KNOWN ALL PERSONS BY THESE PRESENTS, that each person whose signature appears below hereby constitutes and appoints Michael J. Jackson and Jonathan P. Ferrando, and each of them acting individually, as his or her true and lawful attorneys-in-fact and agents with full power of substitution and resubstitution for him or her and in his or her name, place, and stead in any and all capacities to sign any and all amendments (including post-effective amendments and amendments filed pursuant to 462(b) under the Securities Act of 1933) to this registration statement, and to file the same, with all exhibits thereto, and other documents in connection therewith, with the Securities and Exchange Commission, granting unto said attorneys-in-fact and agents, and each of them, full power and authority to do and perform each and every act and thing requisite and necessary to be done in connection therewith, as fully to all intents and purposes as he or she might or could do in person, hereby ratifying and confirming all that said attorneys-in-facts and agents or any of them, or the substitute or substitutes of any of them, may lawfully do or cause to be done by virtue hereof.
Pursuant to the requirements of the Securities Act of 1933, this registration statement has been signed below by the following person in the capacities and on the date indicated.
Signature | Title(s) | Date | ||
/s/ Huck Hibberd Huck Hibberd | President, Treasurer and Sole Director (Principal Executive Officer, Principal Financial Officer and Principal Accounting Officer) | February 14, 2012 | ||
II-26
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-3 and has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Roseville, State of California, on February 14, 2012.
| ROSEVILLE MOTOR CORPORATION | ||
| By: | /s/ James Rentschler | |
| James Rentschler | ||
| President | ||
POWER OF ATTORNEY
KNOWN ALL PERSONS BY THESE PRESENTS, that each person whose signature appears below hereby constitutes and appoints Michael J. Jackson and Jonathan P. Ferrando, and each of them acting individually, as his or her true and lawful attorneys-in-fact and agents with full power of substitution and resubstitution for him or her and in his or her name, place, and stead in any and all capacities to sign any and all amendments (including post-effective amendments and amendments filed pursuant to 462(b) under the Securities Act of 1933) to this registration statement, and to file the same, with all exhibits thereto, and other documents in connection therewith, with the Securities and Exchange Commission, granting unto said attorneys-in-fact and agents, and each of them, full power and authority to do and perform each and every act and thing requisite and necessary to be done in connection therewith, as fully to all intents and purposes as he or she might or could do in person, hereby ratifying and confirming all that said attorneys-in-facts and agents or any of them, or the substitute or substitutes of any of them, may lawfully do or cause to be done by virtue hereof.
Pursuant to the requirements of the Securities Act of 1933, this registration statement has been signed below by the following person in the capacities and on the date indicated.
Signature | Title(s) | Date | ||
/s/ James Rentschler James Rentschler | President, Treasurer and Sole Director (Principal Executive Officer, Principal Financial Officer and Principal Accounting Officer) | February 14, 2012 | ||
II-27
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-3 and has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Santa Clara, State of California, on February 14, 2012.
| STEVENS CREEK MOTORS, INC. | ||
| By: | /s/ Joe Spurrier | |
| Joe Spurrier | ||
| President | ||
POWER OF ATTORNEY
KNOWN ALL PERSONS BY THESE PRESENTS, that each person whose signature appears below hereby constitutes and appoints Michael J. Jackson and Jonathan P. Ferrando, and each of them acting individually, as his or her true and lawful attorneys-in-fact and agents with full power of substitution and resubstitution for him or her and in his or her name, place, and stead in any and all capacities to sign any and all amendments (including post-effective amendments and amendments filed pursuant to 462(b) under the Securities Act of 1933) to this registration statement, and to file the same, with all exhibits thereto, and other documents in connection therewith, with the Securities and Exchange Commission, granting unto said attorneys-in-fact and agents, and each of them, full power and authority to do and perform each and every act and thing requisite and necessary to be done in connection therewith, as fully to all intents and purposes as he or she might or could do in person, hereby ratifying and confirming all that said attorneys-in-facts and agents or any of them, or the substitute or substitutes of any of them, may lawfully do or cause to be done by virtue hereof.
Pursuant to the requirements of the Securities Act of 1933, this registration statement has been signed below by the following person in the capacities and on the date indicated.
Signature | Title(s) | Date | ||
/s/ Joe Spurrier Joe Spurrier | President, Treasurer and Sole Director (Principal Executive Officer, Principal Financial Officer and Principal Accounting Officer) | February 14, 2012 | ||
II-28
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-3 and has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Encino, State of California, on February 14, 2012.
| TERRY YORK MOTOR CARS, LTD. | ||
| By: | /s/ Linda Terashita | |
| Linda Terashita | ||
| President | ||
POWER OF ATTORNEY
KNOWN ALL PERSONS BY THESE PRESENTS, that each person whose signature appears below hereby constitutes and appoints Michael J. Jackson and Jonathan P. Ferrando, and each of them acting individually, as his or her true and lawful attorneys-in-fact and agents with full power of substitution and resubstitution for him or her and in his or her name, place, and stead in any and all capacities to sign any and all amendments (including post-effective amendments and amendments filed pursuant to 462(b) under the Securities Act of 1933) to this registration statement, and to file the same, with all exhibits thereto, and other documents in connection therewith, with the Securities and Exchange Commission, granting unto said attorneys-in-fact and agents, and each of them, full power and authority to do and perform each and every act and thing requisite and necessary to be done in connection therewith, as fully to all intents and purposes as he or she might or could do in person, hereby ratifying and confirming all that said attorneys-in-facts and agents or any of them, or the substitute or substitutes of any of them, may lawfully do or cause to be done by virtue hereof.
Pursuant to the requirements of the Securities Act of 1933, this registration statement has been signed below by the following person in the capacities and on the date indicated.
Signature | Title(s) | Date | ||
/s/ Linda Terashita Linda Terashita | President, Treasurer and Sole Director (Principal Executive Officer, Principal Financial Officer and Principal Accounting Officer) | February 14, 2012 | ||
II-29
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-3 and has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Fremont, State of California, on February 14, 2012.
| AN FREMONT LUXURY IMPORTS, INC. | ||
| By: | /s/ Peter Scibetta | |
| Peter Scibetta | ||
| President | ||
POWER OF ATTORNEY
KNOWN ALL PERSONS BY THESE PRESENTS, that each person whose signature appears below hereby constitutes and appoints Michael J. Jackson and Jonathan P. Ferrando, and each of them acting individually, as his or her true and lawful attorneys-in-fact and agents with full power of substitution and resubstitution for him or her and in his or her name, place, and stead in any and all capacities to sign any and all amendments (including post-effective amendments and amendments filed pursuant to 462(b) under the Securities Act of 1933) to this registration statement, and to file the same, with all exhibits thereto, and other documents in connection therewith, with the Securities and Exchange Commission, granting unto said attorneys-in-fact and agents, and each of them, full power and authority to do and perform each and every act and thing requisite and necessary to be done in connection therewith, as fully to all intents and purposes as he or she might or could do in person, hereby ratifying and confirming all that said attorneys-in-facts and agents or any of them, or the substitute or substitutes of any of them, may lawfully do or cause to be done by virtue hereof.
Pursuant to the requirements of the Securities Act of 1933, this registration statement has been signed below by the following person in the capacities and on the date indicated.
Signature | Title(s) | Date | ||
/s/ Peter Scibetta Peter Scibetta | President, Treasurer and Sole Director (Principal Executive Officer, Principal Financial Officer and Principal Accounting Officer) | February 14, 2012 | ||
II-30
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-3 and has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Irvine, State of California, on February 14, 2012.
| CERRITOS BODY WORKS, INC. | ||
| G.B. IMPORT SALES & SERVICE, LLC | ||
| By: | /s/ Alex Tissot | |
Alex Tissot | ||
| President | ||
POWER OF ATTORNEY
KNOWN ALL PERSONS BY THESE PRESENTS, that each person whose signature appears below hereby constitutes and appoints Michael J. Jackson and Jonathan P. Ferrando, and each of them acting individually, as his or her true and lawful attorneys-in-fact and agents with full power of substitution and resubstitution for him or her and in his or her name, place, and stead in any and all capacities to sign any and all amendments (including post-effective amendments and amendments filed pursuant to 462(b) under the Securities Act of 1933) to this registration statement, and to file the same, with all exhibits thereto, and other documents in connection therewith, with the Securities and Exchange Commission, granting unto said attorneys-in-fact and agents, and each of them, full power and authority to do and perform each and every act and thing requisite and necessary to be done in connection therewith, as fully to all intents and purposes as he or she might or could do in person, hereby ratifying and confirming all that said attorneys-in-facts and agents or any of them, or the substitute or substitutes of any of them, may lawfully do or cause to be done by virtue hereof.
Pursuant to the requirements of the Securities Act of 1933, this registration statement has been signed below by the following person in the capacities and on the date indicated.
Signature | Title(s) | Date | ||
/s/ Alex Tissot Alex Tissot | President, Treasurer and Sole Director (as to corporate registrant)/Manager (as to limited liability company registrant) (Principal Executive Officer, Principal Financial Officer and Principal Accounting Officer) | February 14, 2012 | ||
II-31
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-3 and has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Torrance, State of California, on February 14, 2012.
| PEYTON CRAMER AUTOMOTIVE | ||
| By: | /s/ Ben Rodenkirk | |
Ben Rodenkirk | ||
| President | ||
POWER OF ATTORNEY
KNOWN ALL PERSONS BY THESE PRESENTS, that each person whose signature appears below hereby constitutes and appoints Michael J. Jackson and Jonathan P. Ferrando, and each of them acting individually, as his or her true and lawful attorneys-in-fact and agents with full power of substitution and resubstitution for him or her and in his or her name, place, and stead in any and all capacities to sign any and all amendments (including post-effective amendments and amendments filed pursuant to 462(b) under the Securities Act of 1933) to this registration statement, and to file the same, with all exhibits thereto, and other documents in connection therewith, with the Securities and Exchange Commission, granting unto said attorneys-in-fact and agents, and each of them, full power and authority to do and perform each and every act and thing requisite and necessary to be done in connection therewith, as fully to all intents and purposes as he or she might or could do in person, hereby ratifying and confirming all that said attorneys-in-facts and agents or any of them, or the substitute or substitutes of any of them, may lawfully do or cause to be done by virtue hereof.
Pursuant to the requirements of the Securities Act of 1933, this registration statement has been signed below by the following person in the capacities and on the date indicated.
Signature | Title(s) | Date | ||
/s/ Ben Rodenkirk Ben Rodenkirk | President, Treasurer and Sole Director (Principal Executive Officer, Principal Financial Officer and Principal Accounting Officer) | February 14, 2012 | ||
II-32
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-3 and has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Valencia, State of California, on February 14, 2012.
| VALENCIA B. IMPORTS, INC. | ||
| By: | /s/ Sudhir Sood | |
| Sudhir Sood | ||
| President | ||
POWER OF ATTORNEY
KNOWN ALL PERSONS BY THESE PRESENTS, that each person whose signature appears below hereby constitutes and appoints Michael J. Jackson and Jonathan P. Ferrando, and each of them acting individually, as his or her true and lawful attorneys-in-fact and agents with full power of substitution and resubstitution for him or her and in his or her name, place, and stead in any and all capacities to sign any and all amendments (including post-effective amendments and amendments filed pursuant to 462(b) under the Securities Act of 1933) to this registration statement, and to file the same, with all exhibits thereto, and other documents in connection therewith, with the Securities and Exchange Commission, granting unto said attorneys-in-fact and agents, and each of them, full power and authority to do and perform each and every act and thing requisite and necessary to be done in connection therewith, as fully to all intents and purposes as he or she might or could do in person, hereby ratifying and confirming all that said attorneys-in-facts and agents or any of them, or the substitute or substitutes of any of them, may lawfully do or cause to be done by virtue hereof.
Pursuant to the requirements of the Securities Act of 1933, this registration statement has been signed below by the following person in the capacities and on the date indicated.
Signature | Title(s) | Date | ||
/s/ Sudhir Sood Sudhir Sood | President, Treasurer and Sole Director (Principal Executive Officer, Principal Financial Officer and Principal Accounting Officer) | February 14, 2012 | ||
II-33
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-3 and has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Newport Beach, State of California, on February 14, 2012.
| NEWPORT BEACH CARS, LLC | ||
| By: | /s/ Tim Tauber | |
| Tim Tauber | ||
| President | ||
POWER OF ATTORNEY
KNOWN ALL PERSONS BY THESE PRESENTS, that each person whose signature appears below hereby constitutes and appoints Michael J. Jackson and Jonathan P. Ferrando, and each of them acting individually, as his or her true and lawful attorneys-in-fact and agents with full power of substitution and resubstitution for him or her and in his or her name, place, and stead in any and all capacities to sign any and all amendments (including post-effective amendments and amendments filed pursuant to 462(b) under the Securities Act of 1933) to this registration statement, and to file the same, with all exhibits thereto, and other documents in connection therewith, with the Securities and Exchange Commission, granting unto said attorneys-in-fact and agents, and each of them, full power and authority to do and perform each and every act and thing requisite and necessary to be done in connection therewith, as fully to all intents and purposes as he or she might or could do in person, hereby ratifying and confirming all that said attorneys-in-facts and agents or any of them, or the substitute or substitutes of any of them, may lawfully do or cause to be done by virtue hereof.
Pursuant to the requirements of the Securities Act of 1933, this registration statement has been signed below by the following person in the capacities and on the date indicated.
Signature | Title(s) | Date | ||
/s/ Tim Tauber Tim Tauber | President, Treasurer and Sole Manager (Principal Executive Officer, Principal Financial Officer and Principal Accounting Officer) | February 14, 2012 | ||
II-34
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-3 and has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Fremont, State of California, on February 14, 2012.
| EDGREN MOTOR COMPANY, INC. | ||
| By: | /s/ Ken Brizendine | |
Ken Brizendine | ||
| President | ||
POWER OF ATTORNEY
KNOWN ALL PERSONS BY THESE PRESENTS, that each person whose signature appears below hereby constitutes and appoints Michael J. Jackson and Jonathan P. Ferrando, and each of them acting individually, as his or her true and lawful attorneys-in-fact and agents with full power of substitution and resubstitution for him or her and in his or her name, place, and stead in any and all capacities to sign any and all amendments (including post-effective amendments and amendments filed pursuant to 462(b) under the Securities Act of 1933) to this registration statement, and to file the same, with all exhibits thereto, and other documents in connection therewith, with the Securities and Exchange Commission, granting unto said attorneys-in-fact and agents, and each of them, full power and authority to do and perform each and every act and thing requisite and necessary to be done in connection therewith, as fully to all intents and purposes as he or she might or could do in person, hereby ratifying and confirming all that said attorneys-in-facts and agents or any of them, or the substitute or substitutes of any of them, may lawfully do or cause to be done by virtue hereof.
Pursuant to the requirements of the Securities Act of 1933, this registration statement has been signed below by the following person in the capacities and on the date indicated.
Signature | Title(s) | Date | ||
/s/ Ken Brizendine Ken Brizendine | President, Treasurer and Sole Director (Principal Executive Officer, Principal Financial Officer and Principal Accounting Officer) | February 14, 2012 | ||
II-35
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-3 and has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Roseville, State of California, on February 14, 2012.
| VANDERBEEK MOTORS, INC. | ||
| By: | /s/ Tom Hood | |
| Tom Hood | ||
| President | ||
POWER OF ATTORNEY
KNOWN ALL PERSONS BY THESE PRESENTS, that each person whose signature appears below hereby constitutes and appoints Michael J. Jackson and Jonathan P. Ferrando, and each of them acting individually, as his or her true and lawful attorneys-in-fact and agents with full power of substitution and resubstitution for him or her and in his or her name, place, and stead in any and all capacities to sign any and all amendments (including post-effective amendments and amendments filed pursuant to 462(b) under the Securities Act of 1933) to this registration statement, and to file the same, with all exhibits thereto, and other documents in connection therewith, with the Securities and Exchange Commission, granting unto said attorneys-in-fact and agents, and each of them, full power and authority to do and perform each and every act and thing requisite and necessary to be done in connection therewith, as fully to all intents and purposes as he or she might or could do in person, hereby ratifying and confirming all that said attorneys-in-facts and agents or any of them, or the substitute or substitutes of any of them, may lawfully do or cause to be done by virtue hereof.
Pursuant to the requirements of the Securities Act of 1933, this registration statement has been signed below by the following person in the capacities and on the date indicated.
Signature | Title(s) | Date | ||
/s/ Tom Hood Tom Hood | President, Treasurer and Sole Director (Principal Executive Officer, Principal Financial Officer and Principal Accounting Officer) | February 14, 2012 | ||
II-36
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-3 and has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Tustin, State of California, on February 14, 2012.
| JOE MACPHERSON INFINITI | ||
| By: | /s/ Jim Trotter | |
| Jim Trotter | ||
| President | ||
POWER OF ATTORNEY
KNOWN ALL PERSONS BY THESE PRESENTS, that each person whose signature appears below hereby constitutes and appoints Michael J. Jackson and Jonathan P. Ferrando, and each of them acting individually, as his or her true and lawful attorneys-in-fact and agents with full power of substitution and resubstitution for him or her and in his or her name, place, and stead in any and all capacities to sign any and all amendments (including post-effective amendments and amendments filed pursuant to 462(b) under the Securities Act of 1933) to this registration statement, and to file the same, with all exhibits thereto, and other documents in connection therewith, with the Securities and Exchange Commission, granting unto said attorneys-in-fact and agents, and each of them, full power and authority to do and perform each and every act and thing requisite and necessary to be done in connection therewith, as fully to all intents and purposes as he or she might or could do in person, hereby ratifying and confirming all that said attorneys-in-facts and agents or any of them, or the substitute or substitutes of any of them, may lawfully do or cause to be done by virtue hereof.
Pursuant to the requirements of the Securities Act of 1933, this registration statement has been signed below by the following person in the capacities and on the date indicated.
Signature | Title(s) | Date | ||
/s/ Jim Trotter Jim Trotter | President, Treasurer and Sole Director (Principal Executive Officer, Principal Financial Officer and Principal Accounting Officer) | February 14, 2012 | ||
II-37
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-3 and has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Torrance, State of California, on February 14, 2012.
| PEYTON CRAMER INFINITI | ||
| By: | /s/ Frank Pestano | |
Frank Pestano President | ||
POWER OF ATTORNEY
KNOWN ALL PERSONS BY THESE PRESENTS, that each person whose signature appears below hereby constitutes and appoints Michael J. Jackson and Jonathan P. Ferrando, and each of them acting individually, as his or her true and lawful attorneys-in-fact and agents with full power of substitution and resubstitution for him or her and in his or her name, place, and stead in any and all capacities to sign any and all amendments (including post-effective amendments and amendments filed pursuant to 462(b) under the Securities Act of 1933) to this registration statement, and to file the same, with all exhibits thereto, and other documents in connection therewith, with the Securities and Exchange Commission, granting unto said attorneys-in-fact and agents, and each of them, full power and authority to do and perform each and every act and thing requisite and necessary to be done in connection therewith, as fully to all intents and purposes as he or she might or could do in person, hereby ratifying and confirming all that said attorneys-in-facts and agents or any of them, or the substitute or substitutes of any of them, may lawfully do or cause to be done by virtue hereof.
Pursuant to the requirements of the Securities Act of 1933, this registration statement has been signed below by the following persons in the capacities and on the dates indicated.
Signature | Title(s) | Date | ||
/s/ Frank Pestano Frank Pestano | President, Treasurer and Sole Director (Principal Executive Officer, Principal Financial Officer and Principal Accounting Officer) | February 14, 2012 | ||
II-38
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-3 and has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Hawthorne, State of California, on February 14, 2012.
| TORRANCE NISSAN, LLC | ||
| By: | /s/ Michael A. Cunningham | |
| Michael A. Cunningham | ||
| President | ||
POWER OF ATTORNEY
KNOWN ALL PERSONS BY THESE PRESENTS, that each person whose signature appears below hereby constitutes and appoints Michael J. Jackson and Jonathan P. Ferrando, and each of them acting individually, as his or her true and lawful attorneys-in-fact and agents with full power of substitution and resubstitution for him or her and in his or her name, place, and stead in any and all capacities to sign any and all amendments (including post-effective amendments and amendments filed pursuant to 462(b) under the Securities Act of 1933) to this registration statement, and to file the same, with all exhibits thereto, and other documents in connection therewith, with the Securities and Exchange Commission, granting unto said attorneys-in-fact and agents, and each of them, full power and authority to do and perform each and every act and thing requisite and necessary to be done in connection therewith, as fully to all intents and purposes as he or she might or could do in person, hereby ratifying and confirming all that said attorneys-in-facts and agents or any of them, or the substitute or substitutes of any of them, may lawfully do or cause to be done by virtue hereof.
Pursuant to the requirements of the Securities Act of 1933, this registration statement has been signed below by the following person in the capacities and on the date indicated.
Signature | Title(s) | Date | ||
/s/ Michael A. Cunningham Michael A. Cunningham | President, Treasurer and Sole Manager (Principal Executive Officer, Principal Financial Officer and Principal Accounting Officer) | February 14, 2012 | ||
II-39
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-3 and has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Cerritos, State of California, on February 14, 2012.
ALLISON BAVARIAN HOLDING, LLC
AN CHEVROLET—ARROWHEAD, INC.
AN COLLISION CENTER OF LAS VEGAS, INC.
AN COLLISION CENTER OF TEMPE, INC.
AN F. IMPORTS OF HAWTHORNE HOLDING, LLC
AN F. IMPORTS OF NORTH PHOENIX, INC.
AN F. IMPORTS OF ROSEVILLE HOLDING, LLC
AN F. IMPORTS OF SEATTLE, INC.
AN IMPORTS OF SEATTLE, INC.
AN IMPORTS OF SPOKANE, INC.
AN LUXURY IMPORTS HOLDING, LLC
AN LUXURY IMPORTS OF PHOENIX, INC.
AN LUXURY IMPORTS OF SPOKANE, INC.
AN LUXURY IMPORTS OF TUCSON, INC.
AN MOTORS OF SCOTTSDALE, LLC
AN SUBARU MOTORS, INC.
AN WESTERN REGION MANAGEMENT, LLC
AN/PF ACQUISITION CORP.
APPLEWAY CHEVROLET, INC.
AUTO CAR HOLDING, LLC
AUTO MISSION HOLDING, LLC
AUTO MISSION LTD.
BARGAIN RENT-A-CAR
BELL DODGE, L.L.C.
BROWN & BROWN CHEVROLET—SUPERSTITION SPRINGS, LLC
BROWN & BROWN CHEVROLET, INC.
BROWN & BROWN NISSAN MESA, L.L.C.
BROWN & BROWN NISSAN, INC.
BUICK MART LIMITED PARTNERSHIP
BY: WEBB AUTOMOTIVE GROUP, INC.
ITS: GENERAL PARTNER
CARWELL HOLDING, LLC
CERRITOS BODY WORKS HOLDING, LLC
AN IMPORTS OF STEVENS CREEK HOLDING, LLC
COSTA MESA CARS HOLDING, LLC
DOBBS MOTORS OF ARIZONA, INC.
DODGE OF BELLEVUE, INC.
EDGREN MOTOR HOLDING, LLC
FIT KIT HOLDING, LLC
FIT KIT, INC.
FORD OF GARDEN GROVE LIMITED PARTNERSHIP
BY: WEBB AUTOMOTIVE GROUP, INC.
ITS: GENERAL PARTNER
FREMONT LUXURY IMPORTS HOLDING, LLC
G.B. IMPORT SALES & SERVICE HOLDING, LLC
HOUSE OF IMPORTS HOLDING, LLC
IRVINE IMPORTS HOLDING, LLC
IRVINE IMPORTS, INC.
IRVINE TOYOTA/NISSAN/VOLVO LIMITED PARTNERSHIP
BY: WEBB AUTOMOTIVE GROUP, INC.
ITS: GENERAL PARTNER
JOE MACPHERSON INFINITI HOLDING, LLC
LEXUS OF CERRITOS LIMITED PARTNERSHIP
BY: WEBB AUTOMOTIVE GROUP, INC.
ITS: GENERAL PARTNER
MACPHERSON ENTERPRISES, INC.
MAGIC ACQUISITION HOLDING, LLC
MR. WHEELS HOLDING, LLC
MR. WHEELS, INC.
NEWPORT BEACH CARS HOLDING, LLC
NORTHWEST FINANCIAL GROUP, INC.
OXNARD VENTURE HOLDINGS, INC.
PEYTON CRAMER AUTOMOTIVE HOLDING, LLC
PEYTON CRAMER F. HOLDING, LLC
PEYTON CRAMER INFINITI HOLDING, LLC
PIERCE AUTOMOTIVE CORPORATION
PIERCE, LLC
PRIME AUTO RESOURCES, INC.
ROSEVILLE MOTOR HOLDING, LLC
SMYTHE EUROPEAN HOLDING, LLC
STEVENS CREEK HOLDING, LLC
TASHA INCORPORATED
TERRY YORK MOTOR CARS HOLDING, LLC
TORRANCE NISSAN HOLDING, LLC
AN SEATTLE MOTORS, INC.
TOYOTA CERRITOS LIMITED PARTNERSHIP
BY: WEBB AUTOMOTIVE GROUP, INC.
ITS: GENERAL PARTNER
VALENCIA B. IMPORTS HOLDING, LLC
VALENCIA H. IMPORTS HOLDING, LLC
VANDERBEEK MOTORS HOLDING, LLC
VINCE WIESE HOLDING, LLC
WEBB AUTOMOTIVE GROUP, INC.
DESERT BUICK-GMC TRUCKS, L.L.C.
DESERT GMC, L.L.C.
SAHARA IMPORTS, INC.
SAHARA NISSAN, INC.
T-WEST SALES & SERVICE, INC.
JRJ INVESTMENTS, INC.
SMYTHE EUROPEAN, INC.
| By: | /s/ William R. Berman | |
William R. Berman President | ||
II-40
POWERS OF ATTORNEY
KNOWN ALL PERSONS BY THESE PRESENTS, that each person whose signature appears below hereby constitutes and appoints Michael J. Jackson and Jonathan P. Ferrando, and each of them acting individually, as his or her true and lawful attorneys-in-fact and agents with full power of substitution and resubstitution for him or her and in his or her name, place, and stead in any and all capacities to sign any and all amendments (including post-effective amendments and amendments filed pursuant to 462(b) under the Securities Act of 1933) to this registration statement, and to file the same, with all exhibits thereto, and other documents in connection therewith, with the Securities and Exchange Commission, granting unto said attorneys-in-fact and agents, and each of them, full power and authority to do and perform each and every act and thing requisite and necessary to be done in connection therewith, as fully to all intents and purposes as he or she might or could do in person, hereby ratifying and confirming all that said attorneys-in-facts and agents or any of them, or the substitute or substitutes of any of them, may lawfully do or cause to be done by virtue hereof.
Pursuant to the requirements of the Securities Act of 1933, this registration statement has been signed below by the following persons in the capacities and on the dates indicated.
Signature | Title(s) | Date | ||
/s/ William R. Berman William R. Berman | President and Sole Director (as to corporate registrants)/Manager (as to limited liability company registrants) (Principal Executive Officer) | February 14, 2012 | ||
/s/ James J. Murphy James J. Murphy | Treasurer (Principal Financial Officer and Principal Accounting Officer) | February 14, 2012 | ||
II-41
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-3 and has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Santa Clara, State of California, on February 14, 2012.
| AN IMPORTS OF STEVENS CREEK, INC. | ||
| By: | /s/ James Cheatham | |
James Cheatham President | ||
POWER OF ATTORNEY
KNOWN ALL PERSONS BY THESE PRESENTS, that each person whose signature appears below hereby constitutes and appoints Michael J. Jackson and Jonathan P. Ferrando, and each of them acting individually, as his or her true and lawful attorneys-in-fact and agents with full power of substitution and resubstitution for him or her and in his or her name, place, and stead in any and all capacities to sign any and all amendments (including post-effective amendments and amendments filed pursuant to 462(b) under the Securities Act of 1933) to this registration statement, and to file the same, with all exhibits thereto, and other documents in connection therewith, with the Securities and Exchange Commission, granting unto said attorneys-in-fact and agents, and each of them, full power and authority to do and perform each and every act and thing requisite and necessary to be done in connection therewith, as fully to all intents and purposes as he or she might or could do in person, hereby ratifying and confirming all that said attorneys-in-facts and agents or any of them, or the substitute or substitutes of any of them, may lawfully do or cause to be done by virtue hereof.
Pursuant to the requirements of the Securities Act of 1933, this registration statement has been signed below by the following persons in the capacities and on the dates indicated.
Signature | Title(s) | Date | ||
/s/ James Cheatham James Cheatham | President, Treasurer and Sole Director (Principal Executive Officer, Principal Financial Officer and Principal Accounting Officer) | February 14, 2012 | ||
II-42
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-3 and has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Hawthorne, State of California, on February 14, 2012.
| AN F. IMPORTS OF HAWTHORNE, INC. | ||
| By: | /s/ Omar Gulam | |
Omar Gulam President | ||
POWER OF ATTORNEY
KNOWN ALL PERSONS BY THESE PRESENTS, that each person whose signature appears below hereby constitutes and appoints Michael J. Jackson and Jonathan P. Ferrando, and each of them acting individually, as his or her true and lawful attorneys-in-fact and agents with full power of substitution and resubstitution for him or her and in his or her name, place, and stead in any and all capacities to sign any and all amendments (including post-effective amendments and amendments filed pursuant to 462(b) under the Securities Act of 1933) to this registration statement, and to file the same, with all exhibits thereto, and other documents in connection therewith, with the Securities and Exchange Commission, granting unto said attorneys-in-fact and agents, and each of them, full power and authority to do and perform each and every act and thing requisite and necessary to be done in connection therewith, as fully to all intents and purposes as he or she might or could do in person, hereby ratifying and confirming all that said attorneys-in-facts and agents or any of them, or the substitute or substitutes of any of them, may lawfully do or cause to be done by virtue hereof.
Pursuant to the requirements of the Securities Act of 1933, this registration statement has been signed below by the following persons in the capacities and on the dates indicated.
Signature | Title(s) | Date | ||
/s/ Omar Gulam Omar Gulam | President, Treasurer and Sole Director (Principal Executive Officer, Principal Financial Officer and Principal Accounting Officer) | February 14, 2012 | ||
II-43
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-3 and has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Roseville, State of California, on February 14, 2012.
| AN IMPORTS OF ROSEVILLE, INC. | ||
| By: | /s/ James Rentschler | |
James Rentschler | ||
| President | ||
POWER OF ATTORNEY
KNOWN ALL PERSONS BY THESE PRESENTS, that each person whose signature appears below hereby constitutes and appoints Michael J. Jackson and Jonathan P. Ferrando, and each of them acting individually, as his or her true and lawful attorneys-in-fact and agents with full power of substitution and resubstitution for him or her and in his or her name, place, and stead in any and all capacities to sign any and all amendments (including post-effective amendments and amendments filed pursuant to 462(b) under the Securities Act of 1933) to this registration statement, and to file the same, with all exhibits thereto, and other documents in connection therewith, with the Securities and Exchange Commission, granting unto said attorneys-in-fact and agents, and each of them, full power and authority to do and perform each and every act and thing requisite and necessary to be done in connection therewith, as fully to all intents and purposes as he or she might or could do in person, hereby ratifying and confirming all that said attorneys-in-facts and agents or any of them, or the substitute or substitutes of any of them, may lawfully do or cause to be done by virtue hereof.
Pursuant to the requirements of the Securities Act of 1933, this registration statement has been signed below by the following persons in the capacities and on the dates indicated.
Signature | Title(s) | Date | ||
/s/ James Rentschler James Rentschler | President, Treasurer and Sole Director (Principal Executive Officer, Principal Financial Officer and Principal Accounting Officer) | February 14, 2012 | ||
II-44
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-3 and has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Fort Lauderdale, State of Florida, on February 14, 2012.
| ACER FIDUCIARY, INC. | ||
| By: | /s/ C. Coleman G. Edmunds | |
C. Coleman G. Edmunds President | ||
POWERS OF ATTORNEY
KNOWN ALL PERSONS BY THESE PRESENTS, that each person whose signature appears below hereby constitutes and appoints Michael J. Jackson and Jonathan P. Ferrando, and each of them acting individually, as his or her true and lawful attorneys-in-fact and agents with full power of substitution and resubstitution for him or her and in his or her name, place, and stead in any and all capacities to sign any and all amendments (including post-effective amendments and amendments filed pursuant to 462(b) under the Securities Act of 1933) to this registration statement, and to file the same, with all exhibits thereto, and other documents in connection therewith, with the Securities and Exchange Commission, granting unto said attorneys-in-fact and agents, and each of them, full power and authority to do and perform each and every act and thing requisite and necessary to be done in connection therewith, as fully to all intents and purposes as he or she might or could do in person, hereby ratifying and confirming all that said attorneys-in-facts and agents or any of them, or the substitute or substitutes of any of them, may lawfully do or cause to be done by virtue hereof.
Pursuant to the requirements of the Securities Act of 1933, this registration statement has been signed below by the following persons in the capacities and on the dates indicated.
Signature | Title(s) | Date | ||
/s/ C. Coleman G. Edmunds C. Coleman G. Edmunds | President (Principal Executive Officer) | February 14, 2012 | ||
/s/ Cheryl Scully Cheryl Scully | Treasurer (Principal Financial Officer and Principal Accounting Officer) | February 14, 2012 | ||
/s/ Michael E. Maroone Michael E. Maroone | Director | February 14, 2012 | ||
/s/ Jonathan P. Ferrando Jonathan P. Ferrando | Director | February 14, 2012 | ||
II-45
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-3 and has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Fort Lauderdale, State of Florida, on February 14, 2012.
| AUTONATION HOLDING CORP. | ||
| By: | /s/ Michael E. Maroone | |
Michael E. Maroone President | ||
POWERS OF ATTORNEY
KNOWN ALL PERSONS BY THESE PRESENTS, that each person whose signature appears below hereby constitutes and appoints Michael J. Jackson and Jonathan P. Ferrando, and each of them acting individually, as his or her true and lawful attorneys-in-fact and agents with full power of substitution and resubstitution for him or her and in his or her name, place, and stead in any and all capacities to sign any and all amendments (including post-effective amendments and amendments filed pursuant to 462(b) under the Securities Act of 1933) to this registration statement, and to file the same, with all exhibits thereto, and other documents in connection therewith, with the Securities and Exchange Commission, granting unto said attorneys-in-fact and agents, and each of them, full power and authority to do and perform each and every act and thing requisite and necessary to be done in connection therewith, as fully to all intents and purposes as he or she might or could do in person, hereby ratifying and confirming all that said attorneys-in-facts and agents or any of them, or the substitute or substitutes of any of them, may lawfully do or cause to be done by virtue hereof.
Pursuant to the requirements of the Securities Act of 1933, this registration statement has been signed below by the following persons in the capacities and on the dates indicated.
Signature | Title(s) | Date | ||
/s/ Michael E. Maroone Michael E. Maroone | President (Principal Executive Officer) | February 14, 2012 | ||
/s/ Cheryl Scully Cheryl Scully | Treasurer (Principal Financial Officer and Principal Accounting Officer) | February 14, 2012 | ||
/s/ C. Coleman G. Edmunds C. Coleman G. Edmunds | Director | February 14, 2012 | ||
/s/ Guillermo Pernas, Jr. Guillermo Pernas, Jr. | Director | February 14, 2012 | ||
II-46
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-3 and has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Fort Lauderdale, State of Florida, on February 14, 2012.
| AUTONATIONDIRECT.COM, INC. | ||
| By: | /s/ Phillip W. DuPree | |
Phillip W. DuPree President | ||
POWERS OF ATTORNEY
KNOWN ALL PERSONS BY THESE PRESENTS, that each person whose signature appears below hereby constitutes and appoints Michael J. Jackson and Jonathan P. Ferrando, and each of them acting individually, as his or her true and lawful attorneys-in-fact and agents with full power of substitution and resubstitution for him or her and in his or her name, place, and stead in any and all capacities to sign any and all amendments (including post-effective amendments and amendments filed pursuant to 462(b) under the Securities Act of 1933) to this registration statement, and to file the same, with all exhibits thereto, and other documents in connection therewith, with the Securities and Exchange Commission, granting unto said attorneys-in-fact and agents, and each of them, full power and authority to do and perform each and every act and thing requisite and necessary to be done in connection therewith, as fully to all intents and purposes as he or she might or could do in person, hereby ratifying and confirming all that said attorneys-in-facts and agents or any of them, or the substitute or substitutes of any of them, may lawfully do or cause to be done by virtue hereof.
Pursuant to the requirements of the Securities Act of 1933, this registration statement has been signed below by the following persons in the capacities and on the dates indicated.
Signature | Title(s) | Date | ||
/s/ Phillip W. DuPree Phillip W. DuPree | President and Sole Director (Principal Executive Officer) | February 14, 2012 | ||
/s/ Ronald L. Frey Ronald L. Frey | Treasurer (Principal Financial Officer and Principal Accounting Officer) | February 14, 2012 | ||
II-47
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-3 and has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Buena Park, State of California, on February 14, 2012.
| HOUSE OF IMPORTS, INC. | ||
| By: | /s/ Sean Davisson | |
Sean Davisson President | ||
POWER OF ATTORNEY
KNOWN ALL PERSONS BY THESE PRESENTS, that each person whose signature appears below hereby constitutes and appoints Michael J. Jackson and Jonathan P. Ferrando, and each of them acting individually, as his or her true and lawful attorneys-in-fact and agents with full power of substitution and resubstitution for him or her and in his or her name, place, and stead in any and all capacities to sign any and all amendments (including post-effective amendments and amendments filed pursuant to 462(b) under the Securities Act of 1933) to this registration statement, and to file the same, with all exhibits thereto, and other documents in connection therewith, with the Securities and Exchange Commission, granting unto said attorneys-in-fact and agents, and each of them, full power and authority to do and perform each and every act and thing requisite and necessary to be done in connection therewith, as fully to all intents and purposes as he or she might or could do in person, hereby ratifying and confirming all that said attorneys-in-facts and agents or any of them, or the substitute or substitutes of any of them, may lawfully do or cause to be done by virtue hereof.
Pursuant to the requirements of the Securities Act of 1933, this registration statement has been signed below by the following person in the capacities and on the date indicated.
Signature | Title(s) | Date | ||
/s/ Sean Davisson Sean Davisson | President, Treasurer and Sole Director (Principal Executive Officer, Principal Financial Officer and Principal Accounting Officer) | February 14, 2012 | ||
II-48
EXHIBIT INDEX
Exhibit | Document | |
1.1 | Form(s) of Underwriting Agreement* | |
4.1 | Indenture, dated as of April 14, 2010, between AutoNation, Inc. and Wells Fargo Bank, National Association, as trustee (incorporated by reference to Exhibit 4.1 to the Company’s Current Report on Form 8-K filed with the SEC on April 15, 2010) | |
4.2 | Third Amended and Restated Certificate of Incorporation of AutoNation, Inc. (incorporated by reference to Exhibit 3.1 to the Company’s Quarterly Report on Form 10-Q filed with the SEC on August 13, 1999) | |
4.3 | Amended and Restated By-Laws of AutoNation, Inc. (incorporated by reference to Exhibit 3.1 to the Company’s Current Report on Form 8-K filed with the SEC on February 3, 2011) | |
4.4 | Form of debt securities* | |
4.5 | Form of guarantee* | |
4.6 | Form of any certificate of designation, preferences and rights with respect to any preferred stock issued hereunder* | |
4.7 | Form of any preferred stock certificate* | |
4.8 | Form of warrant agreement* | |
5.1 | Opinion of Skadden, Arps, Slate, Meagher & Flom LLP | |
5.2 | Opinion of C. Coleman G. Edmunds, Senior Vice President, Deputy General Counsel and Assistant Secretary of the Company | |
12.1 | Statement Regarding Computation of Ratio of Earnings to Fixed Charges (incorporated by reference to Exhibit 12.1 to the Company’s Annual Report on Form 10-K filed with the SEC on February 13, 2012) | |
23.1 | Consent of KPMG LLP | |
23.2 | Consent of Skadden, Arps, Slate, Meagher & Flom LLP (included in Exhibit 5.1) | |
23.3 | Consent of C. Coleman G. Edmunds (included in Exhibit 5.2) | |
24.1 | Powers of Attorney (included on the signature pages of the Registration Statement) | |
25.1 | Statement of Eligibility on Form T-1 under the Trust Indenture Act of 1939 of Wells Fargo Bank, National Association | |
| * | To be filed by amendment or incorporated by reference in connection with the offering of any securities, as appropriate. |
II-49