As filed with the Securities and Exchange Commission on March 15, 1994
Registration No. 33-
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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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FORM S-3
REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933
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AMERICREDIT CORP.
(Exact name of registrant as specified in its charter)
TEXAS 75-2291093
(State or other jurisdiction (I.R.S. Employer
of incorporation or Identification No.)
organization)
200 BAILEY AVENUE, FORT WORTH, TEXAS 76107
(817) 332-7000
(Address, including zip code, and telephone number, including
area code, of registrant's principal executive offices)
__________
CHRIS A. CHOATE COPY TO:
GENERAL COUNSEL
AMERICREDIT CORP. L. STEVEN LESHIN
200 BAILEY AVENUE JENKENS & GILCHRIST, A
FORT WORTH, TEXAS 76107 PROFESSIONAL CORPORATION
(817) 332-7000 1445 ROSS AVENUE, SUITE 3200
(Name, address, including DALLAS, TEXAS 75202-2799
zip code, and
telephone number, including
area code, of agent for
service)
__________
APPROXIMATE DATE OF COMMENCEMENT OF PROPOSED SALE TO THE
PUBLIC: As soon as possible after the Registration Statement
becomes effective.
__________
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/
__________
CALCULATION OF REGISTRATION FEE
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Proposed
Proposed maximum maximum
Title of each class of offering price per aggregate Amount of
securities registered Amount to be registered security(1) offering price (1) Registration fee
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Common stock, $0.01 par value...... 1,500,000 Shares (2) $ 6.1875 $9,281,250(3) $3,200.43
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Stock Options to purchase 1,500,000 1,500,000 Dealership
shares of common stock (4)......... Stock Options (4) (5) (5) $100.00
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TOTAL $3,300.43
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<FN>
(1) Estimated solely for the purpose of calculating the registration
fee.
(2) Shares issuable upon exercise of nonqualified stock options
("Dealership Stock Options") authorized to be granted to automobile dealerships
under the Dealership Stock Option Plan of AmeriCredit Corp. (the "Plan").
(3) Calculated pursuant to Rule 457(c). Accordingly, the price per
share of the Common Stock offered hereunder pursuant to the Plan is based on
1,500,000 shares of Common Stock reserved for issuance under the Plan and that
are not currently subject to outstanding Dealership Stock Options at a price
per share of $6.1875, which is the average of the highest and lowest selling
price per share of Common Stock on the New York Stock Exchange on March 9, 1994.
(4) Dealership Stock Options to be granted to automobile dealerships
under the Plan.
(5) Dealership Stock Options are granted pursuant to a formula in
the Plan to eligible automobile dealerships based on the number of financing
contracts sold by such automobile dealership to the registrant.
THE REGISTRANT HEREBY AMENDS THIS REGISTRATION STATEMENT ON SUCH DATE OR
DATES AS MAY BE NECESSARY TO DELAY ITS EFFECTIVE DATE UNTIL THE REGISTRANT
SHALL FILE A FURTHER AMENDMENT WHICH SPECIFICALLY STATES THAT THIS
REGISTRATION STATEMENT SHALL THEREAFTER BECOME EFFECTIVE IN ACCORDANCE WITH
SECTION 8(A) OF THE SECURITIES ACT OF 1933 OR UNTIL THE REGISTRATION
STATEMENT SHALL BECOME EFFECTIVE ON SUCH DATE AS THE COMMISSION, ACTING
PURSUANT TO SAID SECTION 8(A), MAY DETERMINE.
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INFORMATION CONTAINED HEREIN IS SUBJECT TO COMPLETION OR AMENDMENT. A
REGISTRATION STATEMENT RELATING TO THESE SECURITIES HAS BEEN FILED WITH THE
SECURITIES AND EXCHANGE COMMISSION. THESE SECURITIES MAY NOT BE SOLD NOR MAY
OFFERS TO BUY BE ACCEPTED PRIOR TO THE TIME THE REGISTRATION STATEMENT BECOMES
EFFECTIVE. THIS PROSPECTUS SHALL NOT CONSTITUTE AN OFFER TO SELL OR THE
SOLICITATION OF AN OFFER TO BUY NOR SHALL THERE BE ANY SALE OF THESE SECURITIES
IN ANY STATE IN WHICH SUCH OFFER, SOLICITATION OR SALE WOULD BE UNLAWFUL PRIOR
TO REGISTRATION OR QUALIFICATION UNDER THE SECURITIES LAWS OF ANY SUCH STATE.
Subject to Completion
Preliminary Prospectus Dated March 15, 1994
1,500,000 SHARES OF COMMON STOCK ISSUABLE UPON
EXERCISE OF DEALERSHIP STOCK OPTIONS
AND THE
ISSUANCE OF THE RELATED DEALERSHIP STOCK OPTIONS
AMERICREDIT CORP.
____________
Americredit Corp., a Texas corporation (the "Company"), desires to provide
an incentive to automobile dealerships to refer business to the Company through
the grant by the Company of nonqualified stock options to such automobile
dealerships. Such grants will be first made when a dealership becomes part of
the Company's network of referring dealerships (the "Dealership Network") and
thereafter will be based on the amount of business such dealership refers to the
Company. On March 2, 1994, the Company's Board of Directors adopted the
Dealership Stock Option Plan of AmeriCredit Corp. (the "Plan") to provide for
such grants.
This prospectus relates to the 1,500,000 shares (the "Shares") of common
stock, $0.01 par value per share ("Common Stock"), of the Company, that will be
issued upon exercise of nonqualified stock options ("Dealership Stock Options")
to be granted under the Plan to automobile dealerships that become a part of the
Company's Dealership Network and that refer business to the Company. This
prospectus also relates to the 1,500,000 Dealership Stock Options to be granted
under the Plan.
The Plan provides for the automatic grant of Dealership Stock Options to
participating dealerships or their designees upon a Dealership becoming a part
of the Dealership Network and additional grants to such dealerships or their
designees will be made thereafter at the end of each calendar quarter pursuant
to a formula based on the number of financing contracts such dealerships sell
to the Company during such quarter. See "The Plan--Automatic Grant of
Dealership Stock Options." Each Dealership Stock Option will have an exercise
price equal to the fair market value of a share of Common Stock on the option's
date of grant and will expire on the third anniversary of such date of grant.
Dealership Stock Options shall be exercisable in full upon their date of grant.
Dealership Stock Options may not be transferred, assigned or hypothecated and
any attempt to transfer, assign or hypothecate a Dealership Stock Option shall
cause such Dealership Stock Option to become null and void.
Generally, the shares of Common Stock received upon the exercise of
Dealership Stock Options may be resold under the Securities Act of 1933, as
amended (the "Securities Act"), without limitation as to either the quantity
sold or the period during which such stock was held, provided such shares are
acquired upon exercise of a Dealership Stock Option while the registration
statement of which this prospectus is a part remains effective under the
Securities Act.
The grant of a Dealership Stock Option to an eligible dealership or its
designee will not be taxable to such eligible dealership or designee. Upon the
exercise of a Dealership Stock Option, the eligible dealership or designee will
recognize ordinary compensation income at the time of the exercise in an amount
equal to the excess of the then fair market value of the shares of Common Stock
received over the exercise price. Because participants in the Plan will not be
employees of the Company, there will be no withholding with respect to such
amount.
The Common Stock is traded on the New York Stock Exchange under the symbol
ACF. On March 9, 1994, the last reported sale price of the Common Stock as
reported by the New York Stock Exchange was $6.25 per share.
____________
THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE
SECURITIES AND EXCHANGE COMMISSION OR ANY STATE SECURITIES
COMMISSION NOR HAS THE COMMISSION OR ANY STATE SECURITIES
COMMISSION PASSED UPON THE ACCURACY OR ADEQUACY OF
THIS PROSPECTUS. ANY REPRESENTATION TO THE
CONTRARY IS A CRIMINAL OFFENSE.
The date of this prospectus is March __, 1994.
AVAILABLE INFORMATION
The Company is subject to the informational requirements of the Securities
Exchange Act of 1934, as amended (the "Exchange Act"), and in accordance
therewith files reports, proxy statements and other information with the
Securities and Exchange Commission (the "Commission"). Such documents can be
inspected and copied at the public reference facilities of the Commission, 450
Fifth Street, N.W., Room 1024, Washington, D.C. 20549; and at certain of its
regional offices located at the Northwest Atrium Center, 500 West Madison
Street, Suite 1400, Chicago, Illinois 60601; and 7 World Trade Center,
New York, New York 10048. Copies of such material can be obtained from the
Public Reference Section of the Commission at Judiciary Plaza, 450 Fifth
Street, N.W., Washington, D.C. 20549 at prescribed rates. Such reports, proxy
statements and other information can also be inspected at the New York Stock
Exchange, Inc., 20 Broad Street, New York, New York 10005.
Additional information regarding the Company and the stock options and common
stock offered hereby is contained in the Registration Statement on Form S-3
(which includes this prospectus) and the exhibits relating thereto, filed with
the Commission under the Securities Act.
INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE
The following documents previously filed by the Company with the Commission
are incorporated in and made a part of this prospectus:
(i) The Company's Annual Report on Form 10-K for the
year ended June 30, 1993;
(ii) The Company's Quarterly Reports on Form 10-Q for the quarters
ended September 30, 1993 and December 31, 1993; and
(iii) The Company's Registration Statement on Form 8-A, dated
October 4, 1989.
Any statement contained in any of the aforesaid documents shall be deemed
to be modified or superseded for all purposes to the extent a statement in this
prospectus or in any subsequently filed document incorporated by reference
herein modifies, supersedes or replaces such statement.
All documents subsequently filed pursuant to Sections 13(a), 13(c), 14 and
15(d) of the Exchange Act prior to termination of this offering shall be deemed
to be incorporated in and made a part of this prospectus.
The Company will provide without charge to each person to whom this
prospectus is delivered, including any beneficial owner of Dealership Stock
Options or Shares, on the written or oral request of such person, a copy of any
or all of the documents incorporated by reference herein (other than exhibits to
such documents unless such exhibits are specifically incorporated by reference
into such documents). Requests for such copy or copies should be directed to
the Company's Director of Investor Relations, 200 Bailey Avenue, Fort Worth,
Texas 76107; telephone (817) 332-7000.
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THE COMPANY
Since July 1992, the Company has been engaged in the indirect consumer
finance business through its wholly owned subsidiary, AmeriCredit Financial
Services, Inc. ("AFSI"). Through AFSI's branch offices, the Company serves as a
source for franchised and independent automobile dealerships to finance their
customers' purchases of automobiles. Consumer finance contracts originated by
automobile dealerships, which conform to the Company's credit policies, are
purchased by the Company ("Contracts"), generally at a discount and without
recourse against the automobile dealership. Contracts typically range in amount
from $5,000 to $10,000 with repayment terms usually ranging from 24 to 60
months. The Company services its consumer loan portfolio at a centralized
facility using its automated collection system.
Since September 1992, the Company has also been engaged in the premium
finance business through its wholly owned subsidiary, AmeriCredit Premium
Finance, Inc. ("APFI"). APFI finances insurance premiums for consumers
purchasing car liability and physical damage insurance through independent
insurance agents. Such loans typically range in amount from $300 to $1,200 with
repayment terms ranging from four to ten months.
The Company was incorporated in Texas on May 18, 1988 and succeeded to the
business, assets and liabilities of a predecessor corporation formed under the
laws of Texas on August 1, 1986.
As used herein, the term "Company" refers to the Company, its wholly owned
subsidiaries and its predecessor corporation. The Company's principal executive
offices are located at 200 Bailey Avenue, Fort Worth, Texas 76107 and its
telephone number is (817) 332-7000.
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THE PLAN
GENERAL
The Company desires to provide an incentive to automobile dealerships to
refer business to the Company through the grant by the Company of nonqualified
stock options to such automobile dealerships. Such grants will be first made
when a dealership becomes part of the Dealership Network and thereafter will be
based on the amount of business such dealership refers to the Company. On March
2, 1994, the Company's Board of Directors adopted the Plan to provide for such
grants.
Competition for the purchase of Contracts from referring automobile
dealerships among finance companies and banks is intense. Through the
implementation of the Plan, the Company intends to provide an additional
incentive for an automobile dealership to become a part of the Company's
Dealership Network and to refer business to the Company. Such incentives will be
in addition to the normal and usual terms under which the Company and others
acquire Contracts from dealerships. Thus, the Company has adopted the Plan to
provide a means for the Company to enhance its competitive position. The Company
believes that by providing the referring automobile dealerships an opportunity
to participate in the possible success and growth of the Company through the
ownership of Dealership Stock Options, the referring dealerships will possibly
have an added incentive to refer Contracts to the Company. Further, the
dealerships' interests will, by virtue of the ownership of the Dealership Stock
Options, be more closely aligned with the interests of the Company and its
shareholders. However, because the Dealership Stock Options will have an
exercise price equal to the fair market value of a share of Common Stock on the
date of grant, there can be no assurances that the holders of the Dealership
Stock Options will realize any benefits from the acquisition and ownership of
the Dealership Stock Options. Furthermore, participants in the Plan should
recognize that the purchase of shares of Common Stock of the Company pursuant to
the exercise of Dealership Stock Options, like the purchase of any other
security, involves an element of risk as the market value of such shares may go
down as well as up.
The statements in this prospectus concerning the terms and provisions of
the Plan are summaries and do not purport to be complete. All such statements
are qualified in their entirety by reference to the full text of the documents
filed as exhibits to the registration statement of which this prospectus is a
part. Additional updating and other information with respect to the Plan and
the Dealership Stock Options and Shares offered thereunder may be provided in
the future to holders of Dealership Stock Options.
The Plan is not a qualified deferred compensation plan under section 401(a)
of the Internal Revenue Code of 1986, as amended (the "Code"), and is exempt
from the provisions of the Employee Retirement Income Security Act of 1974, as
amended.
Eligible dealerships under the Plan may obtain additional information
regarding the Plan and its administration from the Company's Director of
Investor Relations, 200 Bailey Avenue, Fort Worth, Texas 76107. The Director
of Investor Relations may also be reached by phone at (817) 332-7000.
PURPOSE OF THE PLAN
The purpose of the Plan is to provide an additional incentive to
automobile dealerships to refer business to the Company. In furtherance of this
purpose, the Plan authorizes the granting of Dealership Stock Options to certain
automobile dealerships that become a part of the Dealership Network, or their
designees, and thereafter to such dealerships or their designees based on the
amount of business referred to the Company by such dealership.
-4-
ELIGIBILITY
Any business that sells automobiles to the general public and becomes a
part of the Dealership Network by signing, among other documents, a Dealership
Participation Letter (an "Eligible Dealership"), as provided in the Plan, is
eligible for the grant of Dealership Stock Options.
ADMINISTRATION
The Chief Executive Officer of the Company or an officer or officers of
the Company or a subsidiary of the Company designated by the Chief Executive
Officer shall administer the Plan (herein the term "Plan Administrator" shall
refer to whoever is administering the Plan at any given time). The Plan
Administrator, from time to time, may adopt rules and regulations for carrying
out the purposes of the Plan. The determinations and the interpretation and
construction of any provision of the Plan by the Plan Administrator are final,
binding and conclusive.
AUTOMATIC GRANT OF DEALERSHIP STOCK OPTIONS
The Plan provides for the automatic grant of Dealership Stock Options to
Eligible Dealerships or their designees. On the date that an Eligible Dealership
becomes a part of the Dealership Network by executing its Dealership
Participation Letter and other required documents, such Eligible Dealership or
its designee shall receive a Dealership Stock Option exercisable to purchase
shares of Common Stock. The Plan Administrator shall, in its sole discretion,
determine the total amount of shares of Common Stock for which such Dealership
Stock Option shall be exercisable.
Subsequently, on the last day of each calendar quarter, each Eligible
Dealership or its designee shall be granted a Dealership Stock Option
exercisable for a certain number of shares of Common Stock pursuant to a formula
as provided in the Plan based on the number of Contracts that such Eligible
Dealership has sold to the Company in such quarter. Such formula provides that
if in any calendar quarter an Eligible Dealership has sold to the Company (i)
less than 25 Contracts, such Eligible Dealership would receive no Dealership
Stock Options; (ii) 25 to 50 Contracts, such Eligible Dealership would receive
Dealership Stock Options exercisable for such number of shares of Common Stock
as is the result of the number of Contracts sold to the Company by such Eligible
Dealership in such quarter multiplied by 150 and divided by the fair market
value of a share of Common Stock on the last business day of such quarter; or
(iii) over 50 Contracts, such Eligible Dealership would receive Dealership Stock
Options exercisable for such number of shares of Common Stock as is the product
of (X) the number of Contracts sold to the Company by such Eligible Dealership
during such quarter, less 25 and (Y) 300, divided by the fair market value of a
share of Common Stock on the last business day of such quarter.
For example, pursuant to the formula, a dealership that sells 25 Contracts
to the Company in a calendar quarter where the closing sales price of Common
Stock on the last business day of such quarter is $7.00 per share would receive
Dealership Stock Options to purchase 536 shares of Common Stock with an exercise
price of $7.00 per share (e.g. 25 Contracts multiplied by 150 and divided by the
fair market value of a share of Common Stock of $7.00 equals 536 Shares subject
to Dealership Stock Options). In contrast, pursuant to the formula, a dealership
that sells 100 Contracts to the Company in the same calendar quarter would
receive Dealership Stock Options to purchase 3,214 shares of Common Stock with
an exercise price of $7.00 per share (e.g. 100 Contracts, less 25, multiplied by
300 and divided by the fair market value of a share of Common Stock of $7.00
equals 3,214 Shares subject to such Dealership Stock Options).
Dealership Stock Options shall be granted to Eligible Dealerships or their
designees, if any, as designated in such Eligible Dealership's Dealership
Participation Letter, as such letter may be supplemented from time to time, but
not any more frequently than one supplement every calendar quarter.
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TYPE OF STOCK OPTION
Dealership Stock Options shall be nonqualified stock options and will not
be entitled to the tax treatment of incentive stock options as defined in
Section 422 of the Code.
OPTION AGREEMENTS
Each Dealership Stock Option shall be evidenced by an Option Agreement that
shall contain such terms as determined by the Plan Administrator and as are not
inconsistent with the Plan or applicable law. The Plan Administrator shall
deliver such Option Agreements within a reasonable time period following such
Dealership Stock Option's date of grant. The Option Agreement shall be issued in
the name of the Eligible Dealership or such other person as may be designated by
the Eligible Dealership.
EXERCISE PRICE
The exercise price per share of Common Stock of any Dealership Stock Option
shall be the fair market value per share of Common Stock on the date of grant of
such Dealership Stock Option. As defined in the Plan, the fair market value of a
Share of Common Stock on a specified date, provided the Common Stock continues
to trade on the New York Stock Exchange, is the closing sales price on the date
of grant or the next business day prior thereto, if such shares did not trade on
the date of grant.
EXERCISE OF DEALERSHIP STOCK OPTIONS AND PAYMENT
Each Dealership Stock Option is immediately exercisable on or after its
date of grant. A Dealership Stock Option may be exercised by written notice to
the Company. Such written notice shall be in accordance with the terms of the
agreement evidencing such Dealership Stock Option, and must be accompanied by
payment of the full exercise price for the Shares the holder of the Dealership
Stock Option (an "Optionee") chooses to exercise. Unless further limited in any
agreement evidencing a Dealership Stock Option by the Plan Administrator, the
exercise price for any Shares purchased shall be paid solely in cash, by
certified or cashier's check or by money order. The Plan Administrator, in its
sole discretion, may accept a personal check in full or partial payment of any
Shares.
In order to assure compliance with the securities laws, during any time
that the registration statement of which this prospectus is a part is not
effective, the Plan Administrator may require such evidence as it may deem
necessary to establish that the shares of Common Stock are being purchased for
investment and not with a view to, or for sale in connection with, a
distribution (as that term is defined under the Securities Act). If this
prospectus is not then part of an effective registration statement, the Plan
Administrator may further require legends on the certificates representing the
Shares.
As a condition to the transfer of a certificate representing Shares, the
Plan Administrator may obtain such agreements or undertakings, if any, as it may
deem necessary or advisable to assure compliance with any provision of the Plan
or any law or regulation.
TERMINATION OR CANCELLATION OF DEALERSHIP STOCK OPTION
The unexercised portion of a Dealership Stock Option will automatically
terminate on the third anniversary of such Dealership Stock Option's date of
grant.
In anticipation of certain major corporate events, such as, among other
things, certain changes in control, mergers or sales of substantially all of
the assets of the Company (a "Cancellation Event"), the Plan Administrator
may, after thirty days' written notice to an Optionee (the "Cancellation
Notice"), cancel any portion of a Dealership Stock Option that remains
exercisable upon the consummation of such Cancellation Event. If the
Cancellation Event is not consummated, the Cancellation Notice relating to such
Cancellation Event shall be of no effect. An Optionee, in any event, will have
the opportunity to exercise the Optionee's Dealership Stock Options in full
prior to such Cancellation Event.
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TRANSFERABILITY
Dealership Stock Options may not be transferred, assigned or hypothecated
after their grant and any attempt to transfer, assign or hypothecate a
Dealership Stock Option shall cause such Dealership Stock Option to become null
and void. Dealership Stock Options may be exercised solely by the Optionee.
RESERVE OF COMMON STOCK
Shares of Common Stock to be issued upon the exercise of Dealership
Stock Options may be either shares held in the Company's treasury or
from authorized but unissued shares. If any Dealership Stock Option or any
part of such Dealership Stock Option, expires, terminates or is canceled or
surrendered as to any Shares, for any reason without having been exercised in
full, the Shares allocable to the unexercised portion of such
Dealership Stock Option may again be subject to the grant of Dealership
Stock Options under the Plan.
TERM OF THE PLAN
The Plan became effective on the date of this prospectus (the
"Effective Date"). The Plan is to continue in effect until the tenth
anniversary of the Effective Date unless sooner terminated by the Company.
ADJUSTMENTS
In the event of any stock dividend, stock split-up, combination or
exchange of shares of Common Stock, appropriate adjustments shall be made to (i)
the number of shares reserved under the Plan; (ii) the number of shares subject
to each outstanding Dealership Stock Option; (iii) the exercise price of each
outstanding Dealership Stock Option and (iv) the number of shares subject to
subsequently granted Dealership Stock Options. No adjustment shall be made upon
the issuance of shares of the Company's capital stock or securities convertible
into the Company's capital stock, either in connection with a direct sale or
upon the exercise of rights or to subscribe therefor, or upon the conversion of
shares or obligations of the Company convertible into such shares or other
securities.
AMENDMENT
The Company's Board of Directors may amend, modify or terminate the Plan
and any outstanding Dealership Stock Option at any time and in any respect.
Except with regard to the cancellation of a Dealership Stock Option upon
the consummation of a Cancellation Event where the Optionee's consent is
not required, the Board of Directors may not amend, modify or terminate
an outstanding Dealership Stock Option without the Optionee's consent if
such amendment, modification or termination materially impairs such outstanding
Dealership Stock Option.
PROCEEDS
The proceeds received by the Company from the sale of Shares will be used
for general corporate purposes.
LISTING
The Company has applied for a listing of the Shares on the New York Stock
Exchange, subject to official notice of issuance.
-7-
FEDERAL INCOME TAX CONSEQUENCES
GENERAL
The federal tax information set forth below is based upon present
federal income tax laws and thus is subject to change when such laws
change. Moreover, this summary of tax consequences attempts to
paraphrase only the general rules and is not intended to be a complete
description of all tax effects from participation in the Plan.
GRANT OF DEALERSHIP STOCK OPTIONS
The grant of a Dealership Stock Option will not be taxable to the
recipient Optionee.
EXERCISE OF OPTION
Generally, upon the exercise of a Dealership Stock Option,
an Optionee will recognize ordinary compensation income at the
time of the exercise in an amount equal to the excess of the then
fair market value of the shares of Common Stock received over the
exercise price. Because participants in the Plan will not be
employees of the Company, there will be no withholding with
respect to such amount.
SALE OF SHARES AFTER EXERCISE
When shares of Common Stock received upon the exercise of a Dealership
Stock Option are subsequently sold or exchanged in a taxable transaction, the
Optionee generally will recognize capital gain (or loss) in the amount by which
the amount realized exceeds (or is less than) the fair market value of the
Common Stock on the date the Dealership Stock Option was exercised. Such capital
gain or loss will be long-term or short-term depending upon the Optionee's
holding period following the exercise of the Dealership Stock Option.
TAX CONSEQUENCES TO THE COMPANY
The Company will not be entitled to a deduction for federal income tax
purposes for the granting of any Dealership Stock Option. The Company will
generally be entitled to a deduction for federal income tax purposes when an
Optionee exercises a Dealership Stock Option in the same amount as the ordinary
income realized by the Optionee. All such deductions are subject to the usual
rules regarding the reasonableness of compensation.
INDIVIDUAL TAX CONSULTATION
In addition to the federal income tax consequences described above, the
acquisition, ownership or disposition of a Dealership Stock Option or shares
acquired upon the exercise of a Dealership Stock Option may have tax
consequences under various state or foreign laws that may be applicable to
certain Optionees. Since these tax consequences, as well as the federal income
tax consequences described above, may vary from Optionee to Optionee depending
upon the particular facts and circumstances involved, each Optionee should
consult its own tax advisor with respect to the federal income tax consequences
of the grant or exercise of an Option, and also with respect to any tax
consequences under applicable state or foreign law.
RESTRICTIONS ON RESALE
Shares of Common Stock acquired upon exercise of Dealership Stock Options
may be sold only in compliance with the registration requirements of the
Securities Act and applicable state securities laws or exemptions therefrom. The
Company has filed with the Commission a Registration Statement on Form S-3
registering under the Securities Act the issuance of the Dealership Stock
Options and the sale of the Shares issuable upon the exercise of Dealership
Stock Options (the "Registration Statement"). Consequently, under the federal
securities laws, persons not deemed to be affiliates of the Company within the
meaning of the Securities Act and applicable regulations promulgated
thereunder by the Commission may exercise Dealership Stock Options and resell
Shares under the
-8-
Securities Act without limitation as to either the quantity sold or the period
during which such stock was held, provided such Shares are acquired upon
exercise of a Dealership Stock Option while the Registration Statement under the
Securities Act covering the issuance of such Shares is in effect.
Persons who are "affiliates" of the Company may resell Shares under the
Securities Act only (i) in accordance with the provisions of Rule 144 of the
Securities Act promulgated by the Commission (exclusive of the two-year holding
period if such Shares are acquired upon exercise of a Dealership Stock Option
while the Registration Statement covering the issuance of such Shares is in
effect) or some other exemption from registration under the Securities Act, or
(ii) pursuant to an applicable, current and effective registration statement
under the Securities Act, including Form S-1 or Form S-3, but not including a
registration statement on Form S-8. As of the date of this prospectus, there is
no registration statement that registers sales of Shares by affiliates of the
Company.
An affiliate of the Company, as defined in Rule 405 promulgated by the
Commission, is a person that directly, or indirectly through one or more
intermediaries, controls or is controlled by, or is under common control with,
the Company. The determination of whether a person is an affiliate of the
Company is primarily a factual one based upon whether he possesses, directly or
indirectly, individually or in concert with others, the power to direct or cause
the direction of the management or policies of the Company, whether through the
ownership of voting stock, by executive position, by membership on the Company's
Board of Directors, by contract or otherwise. Therefore, each Optionee should
consult its legal counsel concerning whether it is an affiliate of the Company
and the attendant restrictions on the resale of Shares under the Securities Act.
LEGAL MATTERS
The validity of Dealership Stock Options and the Shares will be passed
upon for the Company by Jenkens & Gilchrist, a Professional Corporation,
Dallas, Texas.
EXPERTS
The consolidated balance sheets as of June 30, 1993 and 1992 and the
consolidated statements of income, retained earnings, and cash flows for each of
the three years in the period ended June 30, 1993, incorporated by reference in
this prospectus, have been incorporated herein in reliance on the report of
Coopers & Lybrand, independent accountants, given on the authority of that firm
as experts in accounting and auditing.
-9-
NO PERSON HAS BEEN AUTHORIZED TO GIVE ANY INFORMATION OR TO MAKE ANY
REPRESENTATIONS OTHER THAN THOSE CONTAINED IN THIS PROSPECTUS, AND
IF GIVEN OR MADE, SUCH INFORMATION OR REPRESENTATION MUST NOT
BE RELIED UPON AS HAVING BEEN AUTHORIZED BY THE COMPANY. NEITHER
THE DELIVERY OF THIS PROSPECTUS NOR ANY SALE MADE HEREUNDER SHALL,
UNDER ANY CIRCUMSTANCES, CREATE AN IMPLICATION THAT THERE HAS BEEN NO
CHANGE IN THE AFFAIRS OF THE COMPANY SINCE THE DATE HEREOF OR THAT THE
INFORMATION CONTAINED HEREIN IS CORRECT AS OF ANY TIME SUBSEQUENT TO
ITS DATE. THIS PROSPECTUS DOES NOT CONSTITUTE AN OFFER TO SELL OR
A SOLICITATION OF AN OFFER TO BUY ANY SUCH SECURITIES OTHER THAN THE
REGISTERED SECURITIES TO WHICH IT RELATES. THIS PROSPECTUS DOES NOT
CONSTITUTE AN OFFER TO SELL OR A SOLICITATION OF AN OFFER TO BUY SUCH
SECURITIES IN ANY CIRCUMSTANCES IN WHICH SUCH OFFER OR SOLICITATION IS
UNLAWFUL.
TABLE OF CONTENTS
PAGE
----
AVAILABLE INFORMATION ..... 2
INCORPORATION OF CERTAIN
DOCUMENTS BY REFERENCE... 2
THE COMPANY................ 3
THE PLAN................... 4
FEDERAL INCOME TAX
CONSEQUENCES............... 8
RESTRICTIONS ON RESALE..... 8
LEGAL MATTERS.............. 9
EXPERTS.................... 9
1,500,000 SHARES OF COMMON
STOCK ISSUABLE UPON EXERCISE
OF DEALERSHIP STOCK OPTIONS
AND THE
ISSUANCE OF THE RELATED
DEALERSHIP STOCK OPTIONS
AMERICREDIT CORP.
PROSPECTUS
MARCH __, 1994
PART II
INFORMATION NOT REQUIRED IN THE PROSPECTUS
ITEM 14. OTHER EXPENSES OF ISSUANCE AND DISTRIBUTION.
Expenses payable in connection with the distribution of the
securities being registered (estimated except for the
registration fee), substantially all of which will be borne by the
Company, are as follows:
Registration fee................................ $ 3,000
Legal fees and expenses......................... 7,500
Accounting fees and expenses.................... 3,000
Stock exchange listing fee...................... 1,500
Blue sky fees and expenses...................... 3,600
Miscellaneous expenses.......................... 1,000
-------
Total $19,600
ITEM 15. INDEMNIFICATION OF DIRECTORS AND OFFICERS.
Article 2.02-1 of the Texas Business Corporation Act provides for
indemnification of directors and officers in certain circumstances. Reference is
also made to Article VIII of the Articles of Incorporation of the Company
included herein as Exhibit 4.1 and Article VIII of the Bylaws of the Company
included herein as Exhibit 4.2, each of which provides for broad indemnification
of directors and officers.
Reference is also made to Article IX of the Company's Articles of
Incorporation, contained in Exhibit 4.1 hereto, which eliminates the liabilities
of directors to the Company and its shareholders in certain circumstances.
ITEM 16. EXHIBITS
4.1 -- Articles of Incorporation of AmeriCredit Corp., as amended
to date (incorporated by reference to Exhibit 3.1 of the
registrant's Annual Report on Form 10-K for the fiscal
year ended June 30, 1993).
4.2 -- Bylaws of the registrant, as amended to date
(incorporated by reference to Exhibit 3.2 of registrant's
Annual Report on Form 10-K for the year ended June 30,
1993).
4.3* -- Dealership Stock Option Plan of AmeriCredit Corp.
4.4* -- Form of Dealership Stock Option Agreement under the
Dealership Stock Option Plan of AmeriCredit Corp.
4.5* -- Form of Dealership Participation Letter under the
Dealership Stock Option Plan of AmeriCredit Corp.
5.1* -- Opinion of Jenkens & Gilchrist, a Professional Corporation,
counsel for the Company, as to the validity of issuance of
the Dealership Stock Options and the Common Stock.
23.1* -- Consent of Jenkens & Gilchrist, a Professional Corporation
(to be included in the Opinion in Exhibit 5.1).
23.2* -- Consent of Coopers & Lybrand (included in this Part II).
24.1* -- Power of Attorney of certain officers and
directors (included on the initial signature page
hereto).
_______
* Filed herewith.
II-1
ITEM 17. UNDERTAKINGS.
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;
(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 (1)(i) and (1)(ii) do not apply if the
information required to be included in a post-effective amendment by those
paragraphs is contained in periodic reports filed 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.
(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.
Insofar as indemnification for liabilities arising under the Securities Act
of 1933 may be permitted to directors, offices 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 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.
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 Section 15(d) of the
Securities Exchange Act of 1934 that is incorporated by reference in this
Registration Statement shall be deemed to be a new registration statement
relating to the securities offered herein, and the offering of such securities
at that time shall be deemed to be the initial bona fide offering thereof.
II-2
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 WORTH, STATE OF TEXAS, ON MARCH 2, 1994.
AMERICREDIT CORP.
By: /s/ Clifton H. Morris, Jr.
---------------------------
CLIFTON H. MORRIS, JR.,
CHAIRMAN OF THE BOARD,
PRESIDENT AND CHIEF
EXECUTIVE OFFICER
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that each person whose signature
appears below hereby constitutes and appoints Clifton H. Morris, Jr. and
Chris A. Choate, and each of them, his true and lawful attorneys-in-fact and
agents, with full power of substitution and resubstitution, for him and in his
name, place and stead, in any and all capacities, to sign any and all amendments
(including post-effective amendments) 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 full power and authority to do and perform each
and every act and thing requisite and necessary to be done, as fully to all
intents and purposes as he might or could do in person, hereby ratifying and
confirming all that said attorneys-in-fact and agents or their or his
substitute or substitutes, 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 BY THE FOLLOWING PERSONS IN THE
CAPACITIES AND ON THE DATES INDICATED.
SIGNATURE CAPACITY DATE
--------- -------- ----
/s/ Clifton H. Morris, Jr. Chairman of the March 2, 1994
- -------------------------- Board, President
(Clifton H. Morris, Jr. and Chief Executive
Officer of the
Company
/s/ Daniel E. Berce Vice President, March 2, 1994
- ------------------- Chief Financial
(Daniel E. Berce) Officer,Treasurer
and Director of the
Company (Principal
Financial and
Accounting Officer)
/s/ Michael R. Barrington Vice President March 2, 1994
- ------------------------- and Director of
(Michael R. Barrington) the Company
- ---------------------- Director of the ____________, 1994
(James H. Greer) Company
II-3
SIGNATURE CAPACITY DATE
--------- -------- ----
/s/ Gerald W. Haddock Director of the March 2, 1994
- --------------------- Company
(Gerald W. Haddock)
/s/ Kenneth H. Jones, Jr. Director of the March 2, 1994
- ------------------------- Company
(Kenneth H. Jones, Jr.)
II-4
CONSENT OF INDEPENDENT PUBLIC ACCOUNTANTS
We consent to the incorporation by reference in this
registration statement on Form S-3 of our report dated August 11,
1993, on our audit of the financial statements of AmeriCredit
Corp. as of June 30, 1993. We also consent to the reference to
our firm under the caption "Experts."
COOPERS & LYBRAND
Fort Worth, Texas,
March 8, 1994
II-5
EXHIBIT INDEX
SEQUENTIALLY
EXHIBIT DOCUMENT DESCRIPTION NUMBERED
NUMBER PAGE
------- -----------
4.1 -- Articles of Incorporation of AmeriCredit
Corp., as amended to date (incorporated by
reference to Exhibit 3.1 of the registrant's
Annual Report on Form 10-K for the fiscal year
ended June 30, 1993).
4.2 -- Bylaws of the registrant, as amended to date
(incorporated by reference to Exhibit 3.2 of
registrant's Annual Report on Form 10-K for
the year ended June 30, 1993).
4.3* -- Dealership Stock Option Plan of AmeriCredit __
Corp.
4.4* -- Form of Dealership Stock Option Agreement
under the Dealership Stock Option Plan of __
AmeriCredit Corp.
4.5* -- Form of Dealership Participation Letter under
the Dealership Stock Option Plan of __
AmeriCredit Corp.
5.1* -- Opinion of Jenkens & Gilchrist, a Professional
Corporation, counsel for the Company, as to
the validity of issuance of the Dealership __
Stock Options and the Common Stock.
23.1* -- Consent of Jenkens & Gilchrist, a Professional
Corporation (to be included in the Opinion in
Exhibit 5.1).
23.2* -- Consent of Coopers & Lybrand (included in this
Part II).
24.1* -- Power of Attorney of certain officers and
directors (included on the initial signature
page hereto).
_______________
* Filed herewith.