SCHEDULE 14A INFORMATION
Proxy Statement Pursuant to Section 14(a) of
the Securities Exchange Act of 1934 (Amendment No. )
Filed by the Registrant /X/
Filed by a Party other than the Registrant / /
Check the appropriate box:
/ / Preliminary Proxy Statement
/ / Confidential, for Use of the Commission Only (as permitted by Rule
14a-6(e)(2))
/X/ Definitive Proxy Statement
/ / Definitive Additional Materials
/ / Soliciting Material Pursuant to Section 240.14a-11(c) or Section
240.14a-12
AmeriCredit Corp.
- --------------------------------------------------------------------------------
(Name of Registrant as Specified In Its Charter)
- --------------------------------------------------------------------------------
(Name of Person(s) Filing Proxy Statement, if other than the Registrant)
Payment of Filing Fee (Check the appropriate box):
/X/ $125 per Exchange Act Rules 0-11(c)(1)(ii), 14a-6(i)(1), 14a-6(i)(2) or
Item 22(a)(2) of Schedule 14A.
/ / $500 per each party to the controversy pursuant to Exchange Act Rule
14a-6(i)(3).
/ / Fee computed on table below per Exchange Act Rules 14a-6(i)(4)
and 0-11.
1) Title of each class of securities to which transaction applies:
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pursuant to Exchange Act Rule 0-11 (Set forth the amount on which the
filing fee is calculated and state how it was determined):
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AMERICREDIT CORP.
200 BAILEY AVENUE
FORT WORTH, TEXAS 76107
NOTICE OF ANNUAL MEETING OF SHAREHOLDERS
TO BE HELD NOVEMBER 14, 1995
To Our Shareholders:
NOTICE IS HEREBY GIVEN that the 1995 Annual Meeting of Shareholders of
AmeriCredit Corp. (the "Company") will be held at the Colonial Country Club,
3735 Country Club Circle, in the City of Fort Worth, Texas on the 14th day of
November, 1995, at 10:00 a.m. (local time) for the following purposes:
1. To elect six (6) directors to hold office until the next annual
election of directors by shareholders or until their respective successors
are duly elected and qualified;
2. To consider and act upon a proposal to approve and adopt the 1995
Omnibus Stock and Incentive Plan for AmeriCredit Corp.;
3. To ratify the appointment by the Board of Directors of Coopers &
Lybrand L.L.P. as independent public accountants for the Company for the
fiscal year ending June 30, 1996; and
4. To transact such other business as may properly come before the
meeting or any adjournments thereof.
Only shareholders of record at the close of business on September 15, 1995,
the Record Date for the Annual Meeting, are entitled to notice of and to vote at
the Annual Meeting. The stock transfer books will not be closed.
You are cordially invited to attend the meeting. Whether or not you expect
to attend the meeting in person, however, you are urged to mark, sign, date, and
mail the enclosed proxy promptly so that your shares of stock may be represented
and voted in accordance with your wishes and in order that the presence of a
quorum may be assured at the meeting. If you attend the meeting, you may revoke
your proxy and vote in person.
BY ORDER OF THE BOARD OF DIRECTORS
CHRIS A. CHOATE
SECRETARY
Dated: September 28, 1995
AMERICREDIT CORP.
PROXY STATEMENT
FOR
ANNUAL MEETING OF SHAREHOLDERS
TO BE HELD NOVEMBER 14, 1995
------------------------
SOLICITATION AND REVOCABILITY OF PROXIES
The accompanying proxy is solicited by the Board of Directors on behalf of
AmeriCredit Corp., a Texas corporation ("AmeriCredit" or the "Company"), to be
voted at the 1995 Annual Meeting of Shareholders of AmeriCredit (the "Annual
Meeting") to be held on November 14, 1995, at the time and place and for the
purposes set forth in the accompanying Notice of Annual Meeting of Shareholders
(the "Notice") and at any adjournment(s) thereof. WHEN PROXIES IN THE
ACCOMPANYING FORM ARE PROPERLY EXECUTED AND RECEIVED, THE SHARES REPRESENTED
THEREBY WILL BE VOTED AT THE ANNUAL MEETING IN ACCORDANCE WITH THE DIRECTIONS
NOTED THEREON; IF NO DIRECTION IS INDICATED SUCH SHARES WILL BE VOTED FOR THE
ELECTION OF DIRECTORS AND IN FAVOR OF THE OTHER PROPOSALS SET FORTH IN THE
NOTICE.
The principal executive offices of AmeriCredit are located at 200 Bailey
Avenue, Fort Worth, Texas 76107. AmeriCredit's mailing address is the same as
its principal executive offices.
This Proxy Statement and accompanying proxy are being mailed on or about
September 28, 1995. AmeriCredit's Annual Report covering the Company's fiscal
year ended June 30, 1995 is enclosed herewith, but does not form any part of the
materials for solicitation of proxies.
The enclosed proxy, even though executed and returned, may be revoked at any
time prior to the voting of the proxy by giving written notice of revocation to
the Secretary of the Company at the Company's principal executive offices or by
executing and delivering a later-dated proxy or by attending the Annual Meeting
and voting in person. However, no such revocation shall be effective until such
notice has been received by the Company at or before the Annual Meeting. Such
revocation will not affect a vote on any matters taken prior to receipt of such
revocation. Mere attendance at the Annual Meeting will not of itself revoke the
proxy.
In addition to the solicitation of proxies by use of the mail, the
directors, officers and regular employees of the Company may solicit the return
of proxies either by mail, telephone, telegraph, or through personal contact.
Such officers and employees will not be additionally compensated but will be
reimbursed for out-of-pocket expenses. AmeriCredit has also retained McCormick &
Pryor Ltd., New York, New York to assist in the solicitation of proxies from
shareholders and will pay McCormick & Pryor Ltd. a fee of approximately $5,000
for its services and will reimburse such firm for its out-of-pocket expenses.
Brokerage houses and other custodians, nominees, and fiduciaries will be
requested to forward solicitation materials to the beneficial owners. The cost
of preparing, printing, assembling, and mailing the Annual Report, the Notice,
this Proxy Statement, and the enclosed proxy, as well as the cost of forwarding
solicitation materials to the beneficial owners of shares and other costs of
solicitation, will be borne by AmeriCredit.
PURPOSES OF THE MEETING
At the Annual Meeting, the shareholders of AmeriCredit will consider and
vote on the following matters:
1. The election of six (6) directors to hold office until the next
annual election of directors by shareholders or until their respective
successors are duly elected and qualified;
2. The approval and adoption of the 1995 Omnibus Stock and Incentive
Plan for AmeriCredit Corp.;
3. The ratification of the appointment by the Board of Directors of
Coopers & Lybrand L.L.P. as independent public accountants for the Company
for the fiscal year ending June 30, 1996; and
4. The transaction of such other business that may properly come before
the Annual Meeting or any adjournments thereof.
QUORUM AND VOTING
The record date for the determination of shareholders entitled to notice of
and to vote at the Annual Meeting was the close of business on September 15,
1995 (the "Record Date"). On the Record Date, there were 28,610,354 shares of
Common Stock of the Company, par value $0.01 per share, outstanding, each of
which is entitled to one vote on all matters to be acted upon at the Annual
Meeting. There are no cumulative voting rights. The presence, in person or by
proxy, of holders of a majority of the outstanding shares of Common Stock
entitled to vote at the meeting is necessary to constitute a quorum to transact
business. Assuming the presence of a quorum, the affirmative vote of the holders
of a plurality of the shares of Common Stock represented at the Annual Meeting
is required for the election of directors and the affirmative vote of the
holders of a majority of the shares of Common Stock represented at the Annual
Meeting and entitled to vote is required for the approval of the 1995 Omnibus
Stock and Incentive Plan for AmeriCredit Corp. and for the ratification of the
appointment by the Board of Directors of Coopers & Lybrand L.L.P. as independent
public accountants for the Company for the fiscal year ending June 30, 1996.
Abstentions and broker non-votes are counted towards determining whether a
quorum is present. Broker non-votes will not be counted in determining the
number of shares voted for or against the proposed matters, and therefore will
not affect the outcome of the vote. Abstentions on a particular item (other than
the election of directors) will be counted as present and entitled to vote for
purposes of any item on which the abstention is noted, thus having the effect of
a "no" vote as to that proposal. With regard to the election of directors, votes
may be cast in favor of or withheld from each nominee; votes that are withheld
will be excluded entirely from the vote and will have no effect.
PRINCIPAL SHAREHOLDERS AND STOCK OWNERSHIP OF MANAGEMENT
The following table and the notes thereto set forth certain information
regarding the beneficial ownership of the Company's Common Stock as of the
Record Date, by (i) each current director and nominee for director of the
Company; (ii) each Named Executive Officer (as defined in the "Executive
Compensation-Summary Compensation Table" on page 7 of this Proxy Statement);
(iii) all present executive officers and directors of the Company as a group;
and (iv) each other person known to the Company to own beneficially more than
five percent of the presently outstanding Common Stock.
COMMON STOCK PERCENT OF
OWNED CLASS OWNED
BENEFICIALLY(1) BENEFICIALLY(1)
---------------- ---------------
Regan Partners, L.P................................................... 1,642,210(2) 5.74%
Clifton H. Morris, Jr................................................. 1,005,268(3) 3.43%
Michael R. Barrington................................................. 390,695(4) 1.35%
Daniel E. Berce....................................................... 411,603(5) 1.42%
James H. Greer........................................................ 170,000(6) *
Gerald W. Haddock..................................................... 90,000(7) *
Kenneth H. Jones, Jr.................................................. 299,840(8) 1.04%
Edward H. Esstman..................................................... 203,322(9) *
Chris A. Choate....................................................... 34,625(10) *
All Present Executive Officers and Directors as a Group (10
Persons)(3)(4)(5)(6)(7)(8)(9)(10).................................... 2,701,262 8.76%
<FN>
- ------------------------
* Less than 1%
2
(1) Except as otherwise indicated, the persons named in the table have sole
voting and investment power with respect to the shares of Common Stock
shown as beneficially owned by them. Beneficial ownership as reported in
the above table has been determined in accordance with Rule 13d-3 under the
Securities Exchange Act of 1934, as amended (the "Exchange Act"). The
percentages are based upon 28,610,354 shares outstanding as of the Record
Date, except for certain parties who hold options that are presently
exercisable or exercisable within 60 days of the Record Date. The
percentages for those parties who hold options that are presently
exercisable or exercisable within 60 days of the Record Date are based upon
the sum of 28,610,354 shares outstanding plus the number of shares subject
to options that are presently exercisable or exercisable within 60 days of
the Record Date held by them, as indicated in the following notes.
(2) As of the Record Date, the Company has been informed that Regan Partners,
L.P. ("Regan Partners"), Athena Partners, L.P. ("Athena"), Basil P. Regan,
Lenore Robins, Lee R. Robins and certain trusts and other investment funds
controlled by such persons (collectively, the "Regan Group") hold an
aggregate of 1,642,210 shares. Basil P. Regan is the sole general partner
of Regan Partners and one of the general partners of Athena; the other
general partner of Athena is Lenore Robins. Regan Partners has sole voting
and investment power over 1,102,100 shares. Athena has sole voting and
investment power over 332,300 shares. Basil P. Regan has sole voting power
and investment power over 1,199,710 shares, consisting of 97,610 shares
held directly or indirectly by him and 1,102,100 shares held by Regan
Partners. Mr. Regan and Lenore Robins, as the general partners of Athena,
share voting and investment power over the 332,300 shares held by Athena.
Lenore Robins directly owns 2,200 shares as to which she has sole voting
and investment power. Lee R. Robins directly owns 108,000 shares as to
which he has sole voting and investment power. The address of Regan
Partners and Basil P. Regan is 6 East 43rd Street, New York, New York
10017; the address of Athena, Lenore Robins and Lee R. Robins is 32 East
57th Street, New York, New York 10022.
(3) This amount includes 683,999 shares subject to stock options that are
currently exercisable or exercisable within 60 days. This amount also
includes 118,990 shares of Common Stock in the name of Sheridan C. Morris,
Mr. Morris' wife. This amount does not include 29,836 shares held in trust
for the benefit of Mr. Morris' children and grandchildren, as to which Mr.
Morris disclaims any beneficial interest.
(4) This amount includes 388,607 shares subject to stock options that are
currently exercisable or exercisable within 60 days.
(5) This amount includes 398,607 shares subject to stock options that are
currently exercisable or exercisable within 60 days.
(6) This amount includes 170,000 shares subject to stock options that are
currently exercisable or exercisable within 60 days. This amount does not
include 19,606 shares of Common Stock held by Mr. Greer's wife as separate
property, as to which Mr. Greer disclaims any beneficial interest.
(7) This amount includes 90,000 shares subject to stock options that are
currently exercisable or exercisable within 60 days.
(8) This amount includes 186,000 shares subject to stock options that are
currently exercisable or exercisable within 60 days. This amount also
includes 12,500 shares of Common Stock held in the name of Mr. Jones' wife.
This amount does not include 29,836 shares held by Mr. Jones as custodian
for the benefit of Mr. Morris' children, as to which Mr. Jones disclaims
any beneficial interest.
(9) This amount includes 184,333 shares subject to stock options that are
currently exercisable or exercisable within 60 days.
(10) This amount includes 32,000 shares subject to stock options that are
currently exercisable or exercisable within 60 days.
3
ELECTION OF DIRECTORS
(ITEM 1)
The Company's Bylaws provide that the number of Directors which shall
constitute the whole board shall be fixed from time to time by resolution of the
Board of Directors or shareholders but shall not be less than three (3) nor more
than fifteen (15). At a meeting of the Board of Directors on July 25, 1995, the
number of directors comprising the Board of Directors for the ensuing year was
set at six (6).
Unless otherwise directed in the enclosed proxy, it is the intention of the
persons named in such proxy to nominate and to vote the shares represented by
such proxy for the election of the following named nominees for the offices of
directors of the Company to hold office until the next annual meeting of
shareholders or until their respective successors shall have been duly elected
and shall have qualified. Each of the nominees is presently a director of the
Company. Information regarding each nominee is set forth in the table and text
below:
YEAR FIRST
PRINCIPAL OCCUPATION & ELECTED
NOMINEE AGE BUSINESS ADDRESS DIRECTOR OFFICE(S) HELD IN AMERICREDIT
- ------------------------------- --- ------------------------------- ----------- -------------------------------
Clifton H. Morris, Jr. 60 Chairman of the Board, Chief 1988 Chairman of the Board, Chief
Executive Officer and Executive Officer and
President President
AmeriCredit Corp.
200 Bailey Avenue
Fort Worth, TX 76107
Michael R. Barrington 36 President and Chief Operating 1990 Executive Vice President --
Officer Chief Operating Officer and
AmeriCredit Financial Director
Services, Inc.
200 Bailey Avenue
Fort Worth, TX 76107
Daniel E. Berce 41 Executive Vice President -- 1990 Executive Vice President --
Chief Financial Officer and Chief Financial Officer,
Treasurer Treasurer and Director
AmeriCredit Corp.
200 Bailey Avenue
Fort Worth, TX 76107
James H. Greer 68 Chairman of Shelton W. Greer 1990 Director
Co., Inc.
3025 Maxroy Street
P.O. Box 7327
Houston, TX 77248
Gerald W. Haddock 47 President and Chief Operating 1993 Director
Officer
Crescent Real Estate
Equities, Inc.
777 Main Street,
Suite 2700
Fort Worth, TX 76102
Kenneth H. Jones, Jr. 60 Vice Chairman of KBK Capital 1988 Director
Corp.
Suite 2200
301 Commerce Street
Fort Worth, TX 76102
4
CLIFTON H. MORRIS, JR. has been Chairman of the Board and Chief Executive
Officer of the Company since May 18, 1988, and was also President of the Company
from such date until April 1991 and from April 1992 to the present. Mr. Morris
is also a director of Service Corporation International, a publicly held company
which owns and operates funeral homes and related businesses, and Cash America
International, Inc., a publicly held pawn brokerage company.
MICHAEL R. BARRINGTON has been President and Chief Operating Officer of
AmeriCredit Financial Services, Inc. ("AFSI"), a subsidiary of the Company,
since AFSI's formation in July 1992. Mr. Barrington has also been Executive Vice
President, Chief Operating Officer of the Company since November 1994 and Vice
President of the Company from May 1991 until November 1994. From July 1990 until
May 1991, Mr. Barrington was employed by the Company in various capacities, most
recently as Vice President, Credit and Finance Operations.
DANIEL E. BERCE is a certified public accountant and has been Executive Vice
President, Chief Financial Officer and Treasurer for the Company since November
1994 and Vice President, Chief Financial Officer and Treasurer for the Company
from May 1991 until November 1994. From May 1990 until May 1991, Mr. Berce was
Vice President, Chief Financial Officer for the Company.
JAMES H. GREER is the Chairman of Shelton W. Greer Co., Inc. which
engineers, manufactures, fabricates and installs building specialty products,
and has been such for more than five years. Mr. Greer is also a director of
Service Corporation International, Tanknology Environmental, Inc. and Cash
America International, Inc. Tanknology Environmental, Inc. is a publicly held
company engaged in the environmental services industry.
GERALD W. HADDOCK is President and Chief Operating Officer of Crescent Real
Estate Equities, Inc., a publicly held real estate investment trust, and has
been in such position since May 1994. From June 1990 until May 1994, Mr. Haddock
was a partner with the Fort Worth, Texas law firm of Jackson & Walker, L.L.P.
Mr. Haddock is also a director of Energy Service Company, Inc., a publicly held
oil and natural gas services company.
KENNETH H. JONES, JR. is Vice Chairman and a director of KBK Capital Corp.,
a publicly held non-bank commercial finance company, and has been in such
position since January 1995. Mr. Jones is also of counsel and a shareholder in
the Decker, Jones, McMackin, McClane, Hall & Bates, P.C. law firm in Fort Worth,
Texas, and has been with such firm and its predecessor or otherwise involved in
the private practice of law in Fort Worth, Texas for more than five years. Mr.
Jones is also a director of Hallmark Financial Services, Inc., a publicly held
Company engaged in the insurance business.
If elected as a director of the Company, each director will hold office
until next year's annual meeting of shareholders, expected to be held in
November 1996, or until his respective successor is elected and has qualified.
The Board of Directors does not contemplate that any of the above-named
nominees for director will refuse or be unable to accept election as a director
of the Company. Should any of them become unavailable for nomination or election
or refuse to be nominated or to accept election as a director of the Company,
then the persons named in the enclosed form of Proxy intend to vote the shares
represented in such Proxy for the election of such other person or persons as
may be nominated or designated by the Board of Directors.
BOARD COMMITTEES AND MEETINGS
Standing committees of the Board include the Audit Committee and the Stock
Option/Compensation Committee.
The Audit Committee's principal responsibilities consist of (i) recommending
the selection of independent auditors, (ii) reviewing the scope of the audit
conducted by such auditors, as well as the audit itself, and (iii) reviewing the
Company's internal audit activities and matters concerning financial reporting,
accounting and audit procedures, and policies generally. Members consist of
Messrs. Greer, Haddock and Jones.
5
The Stock Option/Compensation Committee (i) administers the Company's
employee stock option plans and reviews and approves the granting of stock
options and (ii) reviews and approves compensation for officers. Members consist
of Messrs. Greer, Haddock and Jones.
The Board of Directors held five regularly scheduled meetings and one
special meeting during the fiscal year ended June 30, 1995. Various matters were
also approved during the last fiscal year by unanimous written consent of the
Board of Directors. With the exception of Mr. Greer, no director attended fewer
than 75% of the aggregate of (i) the total number of meetings of the Board of
Directors and (ii) the total number of meetings held by all committees of the
Board on which such director served. Mr. Greer attended 67% of all such
meetings.
DIRECTOR COMPENSATION
Members of the Board of Directors currently receive a $2,000 quarterly
retainer fee and an additional $2,000 fee for attendance at meetings of the
Board. Members of Committees of the Board of Directors are paid $1,000 per
quarter for participation in all committee meetings held during that quarter.
At the 1990 Annual Meeting of Shareholders, the Company adopted the 1990
Stock Option Plan for Non-Employee Directors of AmeriCredit Corp. (the "1990
Director Plan"), which provides for grants to the Company's nonemployee
directors of nonqualified stock options and reserves, in the aggregate, a total
of 750,000 shares of Common Stock for issuance upon exercise of stock options
granted under such plan. Under the 1990 Director Plan, each nonemployee director
receives, upon election as a Director and thereafter on the first business day
after the date of each annual meeting of shareholders of the Company, an option
to purchase 10,000 shares of Common Stock at an exercise price equal to the fair
market value of the Common Stock on the date of grant. Each option is fully
vested upon the date of grant but may not be exercised prior to the expiration
of six months after the date of grant. On November 10, 1994, options to purchase
10,000 shares of Common Stock were granted under the 1990 Director Plan to each
of Messrs. Haddock, Greer and Jones. The exercise price for such options was
$6.50, the last reported sale price of the Common Stock on the NYSE on the day
preceding the date of grant. Each nonemployee director elected at the 1995
Annual Meeting of Shareholders will receive an option to purchase 10,000
additional shares of Common Stock pursuant to the 1990 Director Plan following
such meeting.
At the 1991 Annual Meeting of Shareholders, the Company adopted the 1991
Nonemployee Director Stock Option Plan of AmeriCredit Corp. (the "1991 Director
Plan"). The 1991 Director Plan provided for each of the nonemployee directors as
of April 24, 1991, the effective date of the Plan, to receive options to
purchase 150,000 shares of Common Stock at an exercise price of $2.80 per share.
The exercise price for such options represented the average of the closing
prices of the Common Stock reported on the NYSE from April 17, 1991 through
April 23, 1991, constituting the five business days preceding the adoption of
the 1991 Director Plan by the Board of Directors. Messrs. Greer and Jones
received options under the 1991 Director Plan following the adoption of such
Plan by the shareholders. No additional options will be granted under the 1991
Director Plan.
In addition, Mr. Jones holds options to purchase 16,000 shares of Common
Stock previously granted by the Company under the 1989 Stock Option Plan for
Nonemployee Directors of AmeriCredit Corp. (the "1989 Director Plan"). Effective
with the completion of the Company's initial public offering in November 1989,
the Company terminated the 1989 Director Plan as to future grants and such plan
was terminated except as to options previously granted that remained outstanding
as of such date. On April 5, 1993, Mr. Haddock was granted options to purchase
100,000 shares of Common Stock under the 1989 Stock Option Plan (with Stock
Appreciation Rights) of AmeriCredit Corp. pursuant to a formula contained in
such plan for option grants made to non-employee directors. The options granted
to Mr. Haddock under this plan vest incrementally over a four year period and
are exercisable at a price of $3.75 per share.
6
COMPENSATION COMMITTEE INTERLOCKS AND INSIDER PARTICIPATION
No member of the Stock Option/Compensation Committee is or has been an
officer or employee of the Company or any of its subsidiaries or had any
relationship requiring disclosure pursuant to Item 404 of SEC Regulation S-K. No
executive officer of the Company served on the compensation committee, or as a
director, of another corporation, one of whose executive officers served on the
Stock Option/ Compensation Committee or on the Company's Board of Directors.
EXECUTIVE COMPENSATION
SUMMARY COMPENSATION TABLE
The following sets forth information concerning the compensation of the
Company's Chief Executive Officer and each of the other four most highly
compensated executive officers of the Company for the fiscal years shown.
LONG TERM
COMPENSATION --
AWARDS
ANNUAL COMPENSATION ---------------- ALL OTHER
NAME AND ----------------------------------- OPTIONS/ COMPENSATION
PRINCIPAL POSITION YEAR SALARY ($) BONUS ($) SARS (#)(1) ($)(2)
- ---------------------------------------------- --------- ----------- ----------- ---------------- -------------
Clifton H. Morris, Jr......................... 1995 287,620 128,070 150,000 41,771
Chairman, CEO and President 1994 276,800 39,780 141,333 42,217
1993 273,000 -- -- 52,472
Michael R. Barrington......................... 1995 201,204 73,281 162,500 5,737
President and Chief 1994 191,800 27,030 96,107 2,088
Operating Officer -- AFSI 1993 186,200 -- -- 653
Daniel E. Berce............................... 1995 201,204 73,281 125,000 6,615
Executive Vice President, 1994 191,800 27,030 96,107 4,765
Chief Financial Officer 1993 186,200 -- 75,000 575
and Treasurer
Edward H. Esstman............................. 1995 162,666 65,067 100,000 10,305
Executive Vice President, 1994 158,846 16,000 85,333 10,301
Director of Consumer 1993 125,000 25,000 150,000 34,755
Finance -- AFSI (3)
Chris A. Choate............................... 1995 96,000 31,200 15,000 3,127
Vice President, 1994 90,000 9,000 37,500 2,076
General Counsel 1993 84,050 -- 15,000 --
and Secretary
<FN>
- ------------------------
(1) For Messrs. Morris, Barrington, Berce and Esstman, the 1995 awards include
options conditionally granted to such individuals under the 1995 Omnibus
Stock and Incentive Plan for AmeriCredit Corp. proposed for adoption by
shareholders in this Proxy Statement.
(2) The amounts disclosed in this column for fiscal 1995 include payment by the
Company of premiums for term life insurance on behalf of Messrs.
Barrington, Berce and Esstman of $1,237, $2,120 and $5,805, respectively,
and premiums of $37,271 under a whole life insurance policy on Mr. Morris.
The amounts in this column for fiscal 1995 also include contributions by
the Company, made in the form of the Company's Common Stock, to 401(k)
retirement plans for each executive officer, as follows: Messrs. Morris,
Barrington, Berce and Esstman, $4,500; and Mr. Choate, $3,127.
(3) Upon joining the Company in fiscal 1993, Mr. Esstman received a $25,000
signing bonus and a $34,755 allowance for relocation expenses (of which
$6,733 was reimbursement for income taxes associated with such allowance).
7
OPTION/SAR GRANTS IN LAST FISCAL YEAR
The following table shows all individual grants of stock options to the
Named Executive Officers of the Company during the fiscal year ended June 30,
1995.
INDIVIDUAL GRANTS
--------------------------------------------------------
% OF TOTAL
OPTIONS/SARS EXERCISE GRANT DATE
GRANTED TO OR PRESENT
OPTIONS/SARS EMPLOYEES IN BASE PRICE EXPIRATION VALUE
GRANTED (#) FISCAL YEAR ($/SH) DATE ($)(1)
------------- --------------- ----------- ----------- -----------
Clifton H. Morris, Jr....................... 150,000(2) 14.4 8.75 4/24/2002 $ 734,100
Chairman, CEO and President
Michael R. Barrington....................... 125,000(2) 12.0 8.75 4/24/2002 $ 611,750
President and Chief Operating 37,500(3) 3.6 14.50 5/01/2000 $ 97,988
Officer -- AFSI
Daniel E. Berce............................. 125,000(2) 12.0 8.75 4/24/2002 $ 611,750
Executive Vice President, Chief
Financial Officer and Treasurer
Edward H. Esstman........................... 100,000(2) 9.6 8.75 4/24/2002 $ 489,400
Executive Vice President, Director
of Consumer Finance -- AFSI
Chris A. Choate............................. 15,000(4) 1.4 8.75 4/24/2005 $ 86,895
Vice President, General
Counsel and Secretary
<FN>
- ------------------------
(1) As suggested by the SEC's rules on executive compensation disclosure, the
Company used the Black-Scholes model of option valuation to determine grant
date pre-tax present value. The Company does not advocate or necessarily
agree that the Black-Scholes model can properly determine the value of an
option. Calculations are based on a seven year option term in the case of
Messrs. Morris, Berce, Esstman and the first grant to Mr. Barrington; a
five year option term in the case of the second grant to Mr. Barrington;
and a ten year option term in the case of the grant to Mr. Choate. The
calculations are also based upon the following assumptions: annual dividend
growth of 0 percent, volatility of approximately 42% (49% in the case of
the second grant to Mr. Barrington), and a risk-free rate of return based
on the published Treasury yield curve effective on the grant date. There
can be no assurance that the amounts reflected in this column will be
achieved.
(2) These options were granted to Messrs. Morris, Barrington, Berce and Esstman
under the terms of the 1995 Omnibus Stock and Incentive Plan for
AmeriCredit Corp., subject to shareholder approval of such Plan as proposed
in this Proxy Statement. The Options, which expire seven years after the
date of grant, become exercisable on the earlier of (i) January 28, 2002,
(ii) the next business day after the conclusion of any period of 45
consecutive trading days (i.e., days on which the Company's Common Stock is
traded on the NYSE or, if the Common Stock is not then listed on the NYSE,
then on such other exchange or over-the-counter market on which the Common
Stock may be listed or traded) during which the average of the closing
prices of the Company's Common Stock for such 45 day period is equal to or
greater than 125% of the exercise price per share, or (iii) the occurrence
of a change in control of the Company. The options, however, may not become
exercisable for a period of one year after the date of grant except in the
case of a change in control of the Company. As of the Record Date, these
options have not qualified for accelerated vesting based on the average of
the closing prices of the Company's Common Stock over a period of 45
consecutive trading days. If the 1995 Omnibus Stock and Incentive Plan for
AmeriCredit Corp. is not approved by shareholders at the Annual Meeting,
these option grants shall be null and void.
8
(3) The options granted to Mr. Barrington for 37,500 shares are fully vested on
the date of grant and expire on May 1, 2000.
(4) The options granted to Mr. Choate, which expire ten years after the grant
date, become exercisable 20% six months after the grant date and in 20%
increments thereafter on the anniversary date of the grant.
AGGREGATED OPTION/SAR EXERCISES IN LAST FISCAL YEAR
AND FY-END OPTION/SAR VALUES
Shown below is information with respect to the Named Executive Officers
regarding option exercises during the fiscal year ended June 30, 1995, and the
value of unexercised options held as of June 30, 1995.
NUMBER OF VALUE OF UNEXERCISED
UNEXERCISED IN-THE-MONEY
OPTIONS/SARS AT OPTIONS/SARS
FY-END AT FY-END
(#)(1) (#)(1)
SHARES VALUE ------------------- --------------------------
ACQUIRED ON REALIZED EXERCISABLE/ EXERCISABLE/
NAME EXERCISE (#) ($) UNEXERCISABLE UNEXERCISABLE
- ------------------------------------- ------------ ----------- ------------------- --------------------------
Clifton H. Morris, Jr................ -0- N/A 633,999/300,000 $4,338,707/$1,595,250
Chairman, CEO and
President
Michael R. Barrington................ 35,000 249,375 368,607/145,000 $2,032,998/$462,600
President and Chief Operating
Officer -- AFSI
Daniel E. Berce...................... -0- N/A 403,607/145,000 $2,322,214/$462,600
Executive Vice President,
Chief Financial Officer
and Treasurer
Edward H. Esstman.................... -0- N/A 154,333/180,000 $1,009,802/$845,900
Executive Vice President,
Director of Consumer
Finance -- AFSI
Chris A. Choate...................... -0- N/A 27,000/40,500 $147,810/$178,590
Vice President, General
Counsel and Secretary
<FN>
- ------------------------
(1) Values stated are pre-tax and are based upon the closing price of $11.13
per share of the Company's Common Stock on the NYSE on June 30, 1995, the
last trading day of the fiscal year. For Messrs. Morris, Barrington, Berce
and Esstman, the number and value of unexercisable options at June 30, 1995
includes options conditionally granted to such individuals under the 1995
Omnibus Stock and Incentive Plan for AmeriCredit Corp. described in this
Proxy Statement and proposed for adoption by shareholders at the Annual
Meeting.
REPORT OF THE COMPENSATION COMMITTEE ON EXECUTIVE COMPENSATION
The Stock Option/Compensation Committee of the Board of Directors (the
"Committee") is composed of the three non-employee directors of the Company,
namely Messrs. Greer, Haddock and Jones. The Committee is responsible for all
elements of the total compensation program for executive officers and senior
management personnel of the Company, including stock option grants and the
administration of other incentive programs.
GENERAL
The objectives of the Company's compensation strategy are (i) to attract and
retain the best possible executive talent, (ii) to motivate its executives to
achieve the Company's goals, (iii) to link
9
executive and shareholder interest through compensation plans that provide
opportunities for management to become substantial shareholders in the Company,
and (iv) to provide a compensation package that appropriately recognizes both
individual and corporate contributions. Development of the Company's overall
compensation strategy was based, in part, on a comprehensive report prepared in
fiscal 1994 by William M. Mercer Incorporated, independent compensation
consultants (the "Mercer Report"). The Mercer Report evaluated all components of
executive compensation at the Company, including an analysis of such components
relative to other companies engaged in businesses similar to the Company. None
of the peer companies evaluated in the Mercer Report are included in the S & P
Financial Index contained in the Performance Graphs on pages 13 and 14 of this
Proxy Statement. The companies evaluated in the Mercer Report are principally
engaged in the indirect lending business similar to the Company, while the
companies comprising the S & P Financial Index include banks, insurance
companies, savings and loans and other diversified financial companies. Although
the Mercer Report was prepared in fiscal 1994, the Committee believes that it
remains an appropriate benchmark for evaluating executive compensation at the
Company for fiscal 1995.
COMPONENTS OF COMPENSATION OF EXECUTIVE OFFICERS.
Compensation paid to the Company's executive officers in fiscal 1995, the
separate elements of which are discussed below, consisted of the following: base
salary, annual bonus for fiscal 1995 and stock options granted under the
Company's stock option plans.
BASE SALARY
The Company's objective is to establish and maintain executive salary levels
that reflect position responsibilities and the replacement cost and value of
attracting and retaining top executive talent. As a result, the salary objective
is to establish base salary levels at approximately the 75th percentile of
similar financial services companies identified in the Mercer Report. At this
level, the Company believes that it will be positioned to attract, retain and
motivate the best possible executive talent.
For most of fiscal 1995, base pay levels for the CEO and for Messrs.
Barrington, Berce and Esstman were established by employment agreements entered
into between the Company and such executive officers in prior fiscal years. The
employment agreements with Messrs. Morris, Barrington and Berce were executed in
fiscal 1991; the agreement with Mr. Esstman was executed in fiscal 1993. All of
these employment agreements, which are described in greater detail elsewhere in
this Proxy Statement, provide for certain minimum annual base salary with salary
increases, bonuses and other incentive awards to be made at the discretion of
this Committee. On April 24, 1995, the Committee authorized a base salary
increase of 10% for Messrs. Morris, Barrington, Berce and Esstman. The Committee
considered this increase to be appropriate in light of the contributions of
these individuals to the Company's success in expanding its indirect lending
business and in increasing its earnings. The Committee also noted that the base
salaries of Messrs. Morris, Barrington and Berce had not been increased since
the execution of their employment agreements in fiscal 1991. Based on the
findings in the Mercer Report, the Committee believes that in fiscal 1995, the
base salary levels of the Named Executive Officers are consistent with the
objective of setting salary levels at the 75th percentile of similar financial
services companies.
ANNUAL INCENTIVE
The purpose of annual incentive bonus awards is to encourage executive
officers and key management personnel to exercise their best efforts and
management skills toward achieving the Company's predetermined objectives. In
fiscal 1995, the CEO and the other Named Executive Officers received
predetermined annual incentive awards equal to between 32.5% and 47.5% of their
base salary. As described in the Company's 1994 Proxy Statement, these bonus
awards were made in return for the Company's successfully meeting earnings per
share targets defined by the Committee prior to fiscal 1995. Under this plan,
minimum earnings levels were required to be obtained before any bonuses were
awarded; the plan also defined maximum award levels. Bonus levels under the 1995
annual incentive plan were targeted at approximately the 50th percentile of
incentive awards for companies identified in the Mercer Report.
10
For fiscal 1996, the Committee has approved an incentive plan similar to the
plan in effect for fiscal 1995, including the establishment of earnings targets
and award levels associated with the Company's success in meeting those targets.
LONG-TERM INCENTIVE
The Company's long-term incentive plan is presently comprised of awards of
non-qualified stock options designed to promote the identity of long-term
interests between the Company's executives and its shareholders and to assist in
the retention of key executives and management personnel. Since the full benefit
of stock option compensation cannot be realized unless stock appreciation occurs
over a number of years, stock option grants are designed to provide an incentive
to create shareholder value over a sustained period of time.
At the Annual Meeting, shareholders will be requested to approve the 1995
Omnibus Stock and Incentive Plan for AmeriCredit Corp. which will provide the
Committee with more flexibility in structuring long-term incentive awards to key
executives and management personnel. Subject to shareholder approval of such
Plan, Messrs. Morris, Barrington, Berce and Esstman were granted options with
performance-accelerated vesting during fiscal 1995. These options vest and
become exercisable six years and nine months from the date of grant, but are
eligible for accelerated vesting beginning one year from grant if the average of
the closing prices of the Company's Common Stock for a period of 45 consecutive
trading days equals or exceeds 125% of the exercise price per share of such
options on the date of grant. Consequently, the full value of these options
cannot be realized before January 2002 unless the price of the Company's stock
increases by more than 25% from the fair market value on the date of grant
(I.E., the average of the per share closing prices must equal or exceed $10.94
over a period of 45 consecutive trading days), and remains at that level or
higher for a sustained period of time. This condition for accelerated vesting
has not been met as of the Record Date. The Mercer Report indicated that few, if
any, of the peer companies evaluated in the Report grant options similar to the
performance-accelerated options granted to Messrs. Morris, Barrington, Berce and
Esstman in fiscal 1995. In light of previous stock options granted to these
executive officers, all of which were considered by this Committee, the
performance-oriented structure of these options is intended to provide
additional incentive to create significant shareholder value over a long-term
period.
The Committee also approved a one-time option grant to Mr. Barrington during
fiscal 1995 for 37,500 shares at an exercise price of $14.50 per share. This
grant, which is fully vested and will terminate on May 1, 2000, is intended to
equalize the number and value of options held by Messrs. Barrington and Berce.
In connection with this grant, the Committee also terminated, with Mr. Berce's
consent, a portion of an option grant previously made to Mr. Berce for a like
amount of shares at the same price. The Committee believes that these
transactions were appropriate in light of the significant and joint
contributions made by Messrs. Barrington and Berce to the success of the
Company. These contributions -- and the impact that Messrs. Barrington and Berce
have on the Company as a team -- led the Committee to conclude that it was in
the best interests of the Company if both executive officers participated
equally in future growth and success of the Company and any related stock price
appreciation.
OTHER COMPENSATION PLANS
The Company maintains certain broad-based employee benefit plans in which
executive officers are permitted to participate on the same terms as
non-executive personnel who meet applicable eligibility criteria, subject to any
legal limitations on the amounts that may be contributed or the benefits that
may be payable under the plans.
FISCAL 1995 COMPENSATION OF CEO
The Committee's general approach in setting Mr. Morris' target annual
compensation is to seek to be competitive with the financial services companies
identified in the Mercer Report, but to have a large percentage of his target
compensation based upon objective long-term criteria. During fiscal 1995, Mr.
Morris received $269,620 in base salary. As noted above, Mr. Morris' base salary
was
11
increased 10% on April 24, the first increase in Mr. Morris' salary since the
execution of his employment contract in fiscal 1991. According to the Mercer
Report, Mr. Morris' base salary, including the 10% increase, is approximately
equal to the 75th percentile as compared to companies identified in that report.
The salary amount shown for Mr. Morris in the "Executive Compensation -- Summary
Compensation Table" on page 7 of this Proxy Statement includes director fees in
addition to his base salary.
Mr. Morris also received a cash bonus under the 1995 incentive plan equal to
47.5% of his base salary. This bonus award was made in return for the Company's
success in obtaining a predetermined earnings per share target for the fiscal
year. The amount of the bonus was established by the Committee prior to the
commencement of the fiscal year. The amount of Mr. Morris' bonus, although not
the maximum possible award under the plan, did exceed the median bonus award as
a result of the Company's financial performance. As noted above and described in
the Company's 1994 Proxy Statement, the bonus levels for Mr. Morris under the
annual incentive plan for fiscal 1995 were targeted at approximately the 50th
percentile of incentive awards for companies identified in the Mercer Report.
In addition to his cash compensation, Mr. Morris was granted options to
purchase 150,000 shares of Common Stock during fiscal 1995. As noted above, in
order to provide incentive for the creation of sustained shareholder value and
considering options previously granted, the options granted to Mr. Morris
provide for performance accelerated vesting. The options become exercisable six
years and nine months from date of grant, but are eligible for accelerated
vesting beginning one year from grant if the average of the closing prices of
the Company's Common Stock over a period of 45 consecutive trading days equals
or exceeds 125% of the exercise price per share of such options on the date of
grant (i.e., the average of the per share closing prices must equal or exceed
$10.94 over a period of 45 consecutive trading days). The Committee believes
that this option grant epitomizes its compensation strategy by expressly
conditioning the ultimate benefit of the grant to Mr. Morris upon the
achievement of a significant and sustained appreciation in the price of the
Company's common stock.
GERALD W. HADDOCK
JAMES H. GREER
KENNETH H. JONES, JR.
Notwithstanding anything to the contrary set forth in any of the Company's
previous filings under the Securities Act of 1933 or the Securities Exchange Act
of 1934 that might incorporate future filings, including this Proxy Statement,
in whole or in part, the preceding report and the Performance Graphs on Pages 13
and 14 shall not be incorporated by reference into any such filings.
EMPLOYMENT CONTRACTS, TERMINATION OF EMPLOYMENT AND CHANGE-IN CONTROL
ARRANGEMENTS
The Company has entered into employment agreements with four of its Named
Executive Officers. Messrs. Clifton H. Morris, Jr., Michael R. Barrington and
Daniel E. Berce entered into employment agreements with the Company during
fiscal 1991. These agreements contain terms that renew annually for successive
five year periods (ten years in the case of Mr. Morris), and the compensation
thereunder is determined annually by the Company's Board of Directors, subject
to minimum annual compensation for Messrs. Morris, Barrington and Berce of
$265,200, $180,200 and $180,200, respectively. Included in each agreement is a
covenant of the employee not to compete with the Company during the term of his
employment and for a period of three years thereafter. The employment agreements
also provide that if the employee is terminated by the Company other than for
cause, the Company will pay to the employee the remainder of his current year's
salary (undiscounted) plus the discounted present value (employing an interest
rate of 8%) of two additional years' salary. In the event the employee resigns
or is terminated other than for cause within twelve months after a "change in
control" of the Company (as that term is defined in the employment agreements),
the employee will be entitled to earned and vested bonuses at the date of
termination plus the remainder of his current year's salary (undiscounted) plus
the present value (employing an interest rate of 8%) of
12
two additional years' salary (for which purpose "salary" includes the annual
rate of compensation immediately prior to the "change in control" plus the
average annual cash bonus for the immediately preceding three year period).
Mr. Edward H. Esstman entered into an employment agreement with the Company
in May 1993. Mr. Esstman's agreement provides for a term that renews annually
for successive five year periods with minimum annual compensation of $160,000;
the agreement also contains a covenant not to compete with the Company during
the term of employment and for a period of two years thereafter. The employment
agreement also provides that if Mr. Esstman is terminated by the Company other
than for cause, the Company will pay to Mr. Esstman an amount equal to one
year's salary (undiscounted).
In addition to the employment agreements described above, the terms of all
stock options granted to the Named Executive Officers provide that such options
will become immediately vested and exercisable upon the occurrence of a change
in control as defined in the stock option agreements evidencing such grants.
The provisions and terms contained in these employment and option agreements
could have the effect of increasing the cost of a change in control of the
Company and thereby delay or hinder such a change in control.
PERFORMANCE GRAPH
The following graph presents cumulative shareholder return on the Company's
Common Stock for the five years ended June 30, 1995. The Company is compared to
the S&P 500 and the S&P Financial Index. Each Index assumes $100 invested at the
beginning of the measurement period and is calculated assuming quarterly
reinvestment of dividends and quarterly weighting by market capitalization.
The data source for all graphs is S&P Compustat Services and Dow Jones News
Retrieval.
COMPARISON OF CUMULATIVE SHAREHOLDER RETURN 1990-1995
[LOGO]
JULY 1990 JUNE 1991 JUNE 1992 JUNE 1993 JUNE 1994 JUNE 1995
--------- --------- --------- --------- --------- ---------
AmeriCredit $ 100.00 $ 20.00 $ 16.30 $ 29.63 $ 34.81 $ 65.93
S&P 500 $ 100.00 $ 107.39 $ 121.85 $ 138.40 $ 140.26 $ 176.77
S&P Financials $ 100.00 $ 104.60 $ 132.52 $ 171.53 $ 171.94 $ 206.39
13
The Company believes that a more appropriate comparison of its performance
relative to the S&P 500 and the S&P Financial Index can be seen in the period
July 1, 1992 to June 30, 1995. The comparison for this three year period
reflects performance of the Company's stock relative to these indices for the
period during which the Company's business concentrated on consumer finance.
COMPARISON OF CUMULATIVE SHAREHOLDER RETURN 1992-1995
[LOGO]
JULY 1992 JUNE 1993 JUNE 1994 JUNE 1995
--------- --------- --------- ---------
AmeriCredit $ 100.00 $ 181.82 $ 213.64 $ 404.55
S&P 500 $ 100.00 $ 138.40 $ 115.11 $ 145.07
S&P Financials $ 100.00 $ 129.44 $ 129.75 $ 155.75
COMPLIANCE WITH SECTION 16(A) OF THE SECURITIES EXCHANGE ACT OF 1934
The Company's executive officers and directors are required to file under
the Securities Exchange Act of 1934, as amended, reports of ownership and
changes of ownership with the SEC. Based solely upon information provided to the
Company by individual directors and executive officers, the Company believes
that during the fiscal year ended June 30, 1995, all filing requirements
applicable to its executive officers and directors were complied with.
THE BOARD OF DIRECTORS UNANIMOUSLY RECOMMENDS A VOTE "FOR" THE ELECTION OF
EACH OF THE INDIVIDUALS NOMINATED FOR ELECTION AS A DIRECTOR.
PROPOSAL TO APPROVE AND ADOPT THE 1995 OMNIBUS STOCK AND
INCENTIVE PLAN FOR AMERICREDIT CORP.
(ITEM 2)
On April 24, 1995, the Stock Option/Compensation Committee of the Board of
Directors approved the 1995 Omnibus Stock and Incentive Plan for AmeriCredit
Corp. (the "Omnibus Plan"). The Board of Directors, in July 1995, ratified the
action of the Stock Option/Compensation Committee and directed that the Omnibus
Plan be submitted to the shareholders of the Company for approval and adoption.
If approved by shareholders, the Omnibus Plan will provide for the granting of
stock options and other stock and cash awards in order to facilitate the
attraction, retention and motivation of key employees, as well as enabling such
employees to participate in the long-term growth and financial success of the
Company.
The proposed Omnibus Plan is set forth in Appendix A. Primary aspects of the
Plan are as follows.
14
SHARES RESERVED UNDER THE OMNIBUS PLAN
The number of shares of Common Stock that may be issued or awarded under the
Omnibus Plan shall not exceed two million, subject to adjustment in the event of
stock dividends, stock splits, combination of shares, recapitalizations or other
changes in the outstanding Common Stock. The shares issuable under the Omnibus
Plan may be drawn from either authorized but previously unissued shares of
Common Stock or from reacquired shares of Common Stock, including shares
purchased by the Company on the open market and held as treasury shares. On
September 21, 1995, the closing price of the Company's Common Stock on the New
York Stock Exchange was $11.75.
ADMINISTRATION OF THE OMNIBUS PLAN
The Omnibus Plan shall be administered by a committee designated by the
Board of Directors and composed of at least three directors, each of whom, as
required by Rule 166-3 under the Exchange Act, is a "disinterested person"
within the meaning of this rule. Currently, the Stock Option/Compensation
Committee will serve as administrator of the Omnibus Plan. The Committee shall
have, among other powers, the power to interpret, waive, amend, establish or
suspend rules and regulations of the Omnibus Plan in its administration of such
Plan. The Committee shall have the sole discretion to determine the number or
amount of shares, units, cash or other rights or awards, the nature and types of
which are described below, to be granted to any participant.
GRANTS UNDER THE OMNIBUS PLAN
STOCK OPTIONS. The Committee may grant options qualifying as incentive
stock options under the Internal Revenue Code of 1986 and/or nonqualified stock
options. The term, exercisability and other provisions of an option shall be
fixed by the Committee. The option price shall be any price determined by the
Committee except that, in the case of an incentive stock option, the price shall
not be less than the fair market value of the Company's Common Stock on the date
of grant.
RESTRICTED SHARE AWARDS. The Committee may also award shares of the
Company's Common Stock under a Restricted Share Award. The Committee shall fix
the restrictions and the restriction period applicable to each Restricted Share
Award; provided, however, that the restriction period shall not exceed 10 years
from the date of grant. The recipient of a Restricted Share Award will be unable
to dispose of the shares prior to the expiration of the restriction period.
During this period, the recipient will be entitled to vote the shares and
receive any regular cash dividends on such shares. Each stock certificate
representing a Restricted Share Award will be required to bear a legend giving
notice of the restrictions in the grant.
PERFORMANCE AWARDS. The Committee may grant Performance Awards under which
payment may be made in shares of the Company's Common Stock (including
restricted shares), a combination of shares and cash or cash if the performance
of the Company meets certain goals established by the Committee during an award
period. The Committee, in its discretion, will determine the performance goals,
the length of an award period, and the manner and medium of payment of each
Performance Award. In order to receive payment, a grantee must remain in the
employ of the Company until the completion of the award period, except that the
Committee may provide complete or partial exceptions to that requirement as it
deems equitable.
STOCK APPRECIATION RIGHTS AND LIMITED STOCK APPRECIATION RIGHTS. The
Committee may grant stock appreciation rights ("SARs") and limited stock
appreciation rights ("LSARs") either singly or in combination with an underlying
stock option or Performance Award under the Omnibus Plan. The term,
exercisability and other provisions of an SAR or LSAR may be fixed by the
Committee. SARs entitle the grantee to receipt of the same economic value that
would have been derived from exercise of an option. LSARs are similar to SARs
but become exercisable only upon a tender offer or exchange offer for at least
30% of the outstanding shares of the Company's Common Stock. Payment of an SAR
or LSAR may be made in cash, in shares or a combination of both at the
discretion of the Committee. If an SAR or LSAR granted in combination with an
underlying stock option is exercised, the right under the underlying option to
purchase shares would terminate.
15
Each award under the Omnibus Plan will be evidenced by an award agreement
that will be delivered to the participant specifying the terms and conditions of
the award and any rules applicable to such award.
Upon a change in control as defined in, and subject to certain limitations
under, the Omnibus Plan, all outstanding awards will vest, become immediately
exercisable or payable or have all restrictions lifted as may apply to the type
of award granted. Awards are nontransferable; however, if so provided in an
award agreement, an award may be transferred, without payment of consideration,
to immediate family members, or to partnerships whose partners are such family
members or, except as prohibited by Rule 16b-3 under the Exchange Act, to a
person or other entity for which the grantee is entitled to a deduction for a
"charitable contribution" under the Internal Revenue Code of 1986.
ELIGIBLE PARTICIPANTS
Under the Omnibus Plan, and as designated by the Committee, any employee of
the Company or the Company's affiliates who is not a member of the Committee may
participate in the Plan and receive award(s) thereunder. Currently, all of the
Company's employees (approximately 275 persons) are eligible to participate in
the Omnibus Plan.
On April 24, 1995, in connection with approving and adopting the Omnibus
Plan, the Committee authorized the grant of nonqualified stock options under the
Plan to the following executive officers: Mr. Morris, 150,000 shares; Mr.
Barrington, 125,000 shares; Mr. Berce, 125,000 shares; and Mr. Esstman, 100,000
shares. These grants, which are described in the table on page 8 of this Proxy
Statement and are discussed in the Report of the Compensation Committee on
Executive Compensation beginning on page 9, vest and become exercisable six
years and nine months from the date of grant. However, the options are eligible
for accelerated vesting beginning one year from grant if the average of the
closing prices of the Company's Common Stock for a period of 45 consecutive
trading days equals or exceeds 125% of the $8.75 exercise price per share of
such options, or $10.94. As of the Record Date, this condition for accelerated
vesting has not occured. The grant of these options is subject to shareholder
approval of the Omnibus Plan.
FEDERAL INCOME TAX CONSEQUENCES
STOCK OPTIONS. The grant of an incentive stock option or a nonqualified
stock option will not result in income for the grantee or in a deduction for the
Company. The exercise of a nonqualified stock option will result in ordinary
income for the grantee and a deduction for the Company measured by the
difference between the option price and the fair market value of the shares
received at the time of exercise. Income tax withholding will be required.
The exercise of an incentive stock option will not result in income for the
grantee if the grantee (i) does not dispose of the shares within two years after
the date of grant or one year after the transfer of shares upon exercise and
(ii) is an employee of the Company or a subsidiary of the Company from the date
of grant until three months before the exercise date. If these requirements are
met, the basis of the shares upon later disposition will be the option price.
Any gain will be taxed to the employee as long term capital gain and the Company
would not be entitled to a deduction. The excess of the market value on the
exercise date over the option price is an item of tax preference, potentially
subject to the alternative minimum tax.
If the grantee disposes of the shares prior to the expiration of either of
the holding periods, the grantee will recognize ordinary income and the Company
will be entitled to a deduction equal to the lesser of the fair market value of
the shares on the exercise date minus the option price or the amount realized on
disposition minus the option price. Any gain in excess of the ordinary income
portion will be taxable as long-term or short-term capital gain.
RESTRICTED SHARE AWARDS. The grant of Restricted Shares should not result
in income for the grantee or in a deduction for the Company for federal income
tax purposes, assuming the shares transferred are subject to restrictions
resulting in a "substantial risk of forfeiture." If there are not such
restrictions, the grantee will recognize ordinary income upon receipt of the
shares. Dividends
16
paid to the grantee while the stock remained subject to restriction will be
treated as compensation for federal income tax purposes. At the time the
restrictions lapse, the grantee will receive ordinary income and the Company
will be entitled to a deduction measured by the fair market value of the shares
at the time of lapse. Income tax withholding will be required.
SARS, LSARS AND PERFORMANCE AWARDS. The grant of an SAR, LSAR or a
Performance Award will not result in income for the grantee or in a deduction
for the Company. Upon the exercise of an SAR or LSAR or the receipt of shares or
cash under a Performance Award, the grantee will recognize ordinary income and
the Company will be entitled to a deduction measured by the fair market value of
the shares plus any cash received. Income tax withholding will be required.
OTHER INFORMATION
Upon approval of the Company's shareholders, the Omnibus Plan will be
effective April 24, 1995 and will terminate on April 24, 2005, unless terminated
earlier by the Board of Directors or extended by the Board with the approval of
the shareholders. The Board or the Committee may amend the Omnibus Plan as it
deems advisable; provided, however, that shareholder approval must be obtained
for any amendment increasing the number of available shares under the plan or
changing the class of eligible participants, permit the granting of awards which
expire more than ten years after the grant date, or extend the termination date
of the Omnibus Plan. Employees who will participate in the Omnibus Plan in the
future and the amounts of award(s) to such employees are to be determined by the
Committee subject to any restrictions outlined above. Other than the stock
options granted to Messrs. Morris, Barrington, Berce and Esstman, as described
above, it is not possible to state the terms of any other individual options or
awards that may be issued under the Omnibus Plan or the names or positions of or
respective amounts of the allotment to any individuals who may participate.
THE BOARD OF DIRECTORS UNANIMOUSLY RECOMMENDS THAT SHAREHOLDERS VOTE "FOR"
THE ADOPTION OF THE OMNIBUS PLAN.
RATIFICATION OF SELECTION OF INDEPENDENT PUBLIC ACCOUNTANTS
(ITEM 3)
The Board of Directors has selected Coopers & Lybrand L.L.P. as independent
public accountants for the Company to audit its consolidated financial
statements for the fiscal year ending June 30, 1996, and has determined that it
would be desirable to request that the shareholders ratify such selection. The
affirmative vote of a majority of the outstanding shares of Common Stock present
at the Annual Meeting in person or by proxy is necessary for the ratification of
the appointment by the Board of Directors of Coopers & Lybrand L.L.P. as
independent public accountants. Coopers & Lybrand L.L.P. served as the Company's
independent public accountants for the fiscal year ended June 30, 1995 and has
reported on the Company's consolidated financial statements for such year.
Representatives of Coopers & Lybrand L.L.P. are expected to be present at the
Annual Meeting and will be afforded an opportunity to make a statement and will
be available to respond to appropriate questions from shareholders.
While shareholder ratification is not required for the selection of Coopers
& Lybrand L.L.P. since the Board of Directors has the responsibility for
selecting the Company's independent public accountants, the selection is being
submitted for ratification at the Annual Meeting with a view towards soliciting
the shareholders' opinions, which the Board of Directors will take into
consideration in future deliberations.
THE BOARD OF DIRECTORS RECOMMENDS A VOTE "FOR" THE RATIFICATION OF COOPERS &
LYBRAND L.L.P. AS INDEPENDENT PUBLIC ACCOUNTANTS OF THE COMPANY FOR THE FISCAL
YEAR ENDING JUNE 30, 1996.
17
OTHER BUSINESS
(ITEM 4)
The Board knows of no other business to be brought before the Annual
Meeting. If, however, any other business should properly come before the Annual
Meeting, the persons named in the accompanying proxy will vote the proxy as in
their discretion they may deem appropriate, unless they are directed by the
proxy to do otherwise.
DATE FOR RECEIPT OF PROPOSALS
Any proposal to be presented by a shareholder at the Company's 1996 Annual
Meeting of Shareholders must be presented to the Company at least 120 days prior
to the date that the Company mails the notice of such meeting. It is estimated
that such deadline will be May 31, 1996, with the mailing of such notice to be
approximately September 27, 1996.
BY ORDER OF THE BOARD OF DIRECTORS
CHRIS A. CHOATE
SECRETARY
September 28, 1995
Fort Worth, Texas
IT IS IMPORTANT THAT PROXIES BE RETURNED PROMPTLY. SHAREHOLDERS WHO DO NOT
EXPECT TO ATTEND THE MEETING AND WISH THEIR STOCK TO BE VOTED ARE URGED TO DATE,
SIGN AND RETURN THE ACCOMPANYING PROXY IN THE ENCLOSED SELF-ADDRESSED ENVELOPE.
NO POSTAGE IS REQUIRED IF MAILED IN THE UNITED STATES.
18
APPENDIX A
1995 OMNIBUS STOCK AND INCENTIVE PLAN
FOR
AMERICREDIT CORP.
1. PURPOSE. The purpose of this Plan is to advance the interests of
Americredit Corp. and increase shareholder value by providing additional
incentives to attract, retain and motivate those qualified and competent
employees upon whose efforts and judgment its success is largely dependent.
2. DEFINITIONS. As used herein, the following terms shall have the meaning
indicated:
(A) "AGREED PRICE" shall relate to the grant of a SAR or Limited SAR under
an Award, and shall mean the value assigned to the Available Shares in the Award
which will form the basis for calculating the Spread on the date of exercise of
the SAR or Limited SAR, which assigned value may be any value determined by the
Committee, including the Fair Market Value of the Shares on the Date of Grant.
(B) "AWARD" shall mean either an Option, a SAR, a Restricted Share Award, or
a Performance Award, except that where it shall be appropriate to identify the
specific type of Award, reference shall be made to the specific type of Award.
(C) "AVAILABLE SHARES" shall mean, at each time of reference, the total
number of Shares described in SECTION 3 with respect to which the Committee may
grant an Award, all of which Available Shares shall be held in the Parent's
treasury or shall be made available from authorized and unissued Shares.
(D) "BOARD" shall mean the Board of Directors of the Parent.
(E) "CAUSE" shall mean the Holder's willful misconduct or gross negligence,
as reasonably determined by the Committee in its sole discretion.
(F) "CODE" shall mean the Internal Revenue Code of 1986, as now or hereafter
amended.
(G) "COMMITTEE" shall mean the Compensation Committee of the Board, provided
it shall have at least 3 members, all of whom are Disinterested Directors, at
the time of reference, and if it does not have 3 members, then it shall mean the
Board.
(H) "COMPANY" shall mean the Parent and its Subsidiaries, except when it
shall be appropriate to refer only to AmeriCredit Corp., then it shall be
referred to as "Parent".
(I) "DATE OF GRANT" shall mean the date on which the Committee takes formal
action to grant an Award, provided that it is followed, as soon as reasonably
possible, by written notice to the Eligible Person receiving the Award.
(J) "DIRECTOR" shall mean a member of the Board.
(K) "DISINTERESTED DIRECTOR" shall mean a Director who is a "disinterested
person" as that term is defined in Rule 16b-3 of the 1934 Act or any similar
rule which may subsequently be in effect.
(L) "DISABILITY" shall mean a Holder's present incapacity resulting from an
injury or illness (either mental or physical) which, in the reasonable opinion
of the Committee based on such medical evidence as it deems necessary, will
result in death or can be expected to continue for a period of at least twelve
(12) months and will prevent the Holder from performing the normal services
required of the Holder by the Company, provided, however, that such disability
did not result, in whole or in part: (i) from chronic alcoholism; (ii) from
addiction to narcotics; (iii) from a felonious undertaking; or (iv) from an
intentional self-inflicted wound.
(M) "EFFECTIVE DATE" shall mean April 24, 1995.
(N) "ELIGIBLE PERSON" shall mean those full time employees of the Company
who the Committee determines have the capacity to substantially contribute to
the success of the Company.
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(O) "FAIR MARKET VALUE" shall mean, as of a particular date, the closing
sale price of Shares, which shall be (i) if the Shares are listed or admitted
for trading on any United States national securities exchange, the last reported
sale price of the Shares on such exchange as reported in any newspaper of
general circulation or (ii) if the Shares are quoted on NASDAQ, or any similar
system of automated dissemination of quotations of securities prices in common
use, the mean between the closing high bid and low asked quotations for such day
on such system. If neither clause (i) nor clause (ii) is applicable, the fair
market value shall be determined by any fair and reasonable means prescribed by
the Committee.
(P) "HOLDER" shall mean, at each time of reference, each person (including,
but not limited to an Optionee) with respect to whom an Award is in effect,
except that where it should be appropriate to distinguish between a Holder with
respect to an Option and a Holder with respect to a different type of Award,
reference shall be made to Optionee; and provided further that to the extent
provided under, and subject to the conditions of, the Award, it shall refer to
the person who succeeds to the rights of the Holder upon the death of the
Holder.
(Q) "INCENTIVE STOCK OPTION" shall mean an Option that is an incentive stock
option as defined in Section 422 of the Code.
(R) "LIMITED SAR" shall mean a limited stock appreciation right as defined
in SECTION 18 hereof.
(S) "NONQUALIFIED STOCK OPTION" shall mean an Option that is not an
Incentive Stock Option.
(T) "OPTION" (when capitalized) shall mean any Incentive Stock Option and
Nonqualified Stock Option granted under this Plan, except that, where it shall
be appropriate to identify a specific type of Option, reference shall be made to
the specific type of Option; provided, further, without limitation, that a
single Option may include both Incentive Stock Option and Nonqualified Stock
Option provisions.
(U) "OPTIONEE" shall mean a person to whom an Option is granted (often
referred to as a Holder).
(V) "OPTION PRICE" shall mean the price per Share which is required to be
paid by the Optionee in order to exercise his right to acquire the Share under
the terms of the Option.
(W) "PARENT" shall mean AmeriCredit Corp., a Texas corporation.
(X) "PERFORMANCE AWARD" shall mean the award which is granted contingent
upon the attainment of the performance objectives during the Performance Period,
all as described more fully in SECTION 13.
(Y) "PERFORMANCE PERIOD" shall mean the period described in SECTION 13 with
respect to which the performance objectives relate.
(Z) "PLAN" shall mean this 1995 Omnibus Stock and Incentive Plan For
AmeriCredit Corp.
(AA) "PLAN YEAR" shall mean the 12 month period beginning April 24, 1995,
and each April 24 thereafter, and ending on each succeeding April 23.
(BB) "RESTRICTION(S)" shall mean the restrictions applicable to Available
Shares subject to an Award which prohibit the "transfer" of such Available
Shares, and which constitute "a substantial risk of forfeiture" of such
Available Shares, as those terms are defined under section 83(a)(1) of the Code.
(CC) "RESTRICTED PERIOD" shall mean the period during which Restricted
Shares shall be subject to Restrictions.
(DD) "RESTRICTED SHARES" shall mean the Available Shares granted to an
Eligible Person which are subject to Restrictions.
(EE) "RESTRICTED SHARE AWARD" shall mean the award of Restricted Shares.
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(FF) "RESTRICTED SHARE DISTRIBUTIONS" shall mean any amounts, whether
Shares, cash or other property (other than regular cash dividends) paid or
distributed by the Parent with respect to Restricted Shares during a Restricted
Period.
(GG) "SAR" shall mean a stock appreciation right as defined in SECTION 18
hereof.
(HH) "SHARE(S)" shall mean a share or shares of the common stock, par value
$.01 per share, of the Parent.
(II) "SPREAD" shall mean the difference between the Option Price, or the
Agreed Price, as the case may be, of the Share(s) and the Fair Market Value of
such Share(s).
(JJ) "SUBSIDIARY" shall mean any corporation (other than the Parent) in any
unbroken chain of corporations beginning with the Parent if, at the time of the
granting of the Award, each of the corporations, other than the last corporation
in the unbroken chain, owns stock possessing 50% or more of the total combined
voting power of all classes of stock in one of the other corporations in such
unbroken chain.
(KK) "1933 ACT" shall mean the Securities Act of 1933, as amended.
(LL) "1934 ACT" shall mean the Securities Exchange Act of 1934, as amended.
3. AWARD OF AVAILABLE SHARES. As of the Effective Date, Two Million
(2,000,000) Shares shall automatically, and without further action, become
Available Shares. To the extent any Award shall terminate, expire or be
canceled, the Available Shares subject to such Award, with respect to which
Holder received no benefits of ownership, shall remain Available Shares.
4. CONDITIONS FOR GRANT OF AWARDS. (A) Without limiting the generality of
the provisions hereof which deal specifically with each form of Award, Awards
shall only be granted to such one or more Eligible Persons as shall be selected
by the Committee.
(B) In granting Awards, the Committee shall take into consideration the
contribution the Eligible Person has made or may be reasonably expected to make
to the success of the Company and such other factors as the Committee shall
determine. The Committee shall also have the authority to consult with and
receive recommendations from officers and other personnel of the Company with
regard to these matters. The Committee may from time to time in granting Awards
under the Plan prescribe such other terms and conditions concerning such Awards
as it deems appropriate, including, without limitation, relating an Award to
achievement of specific goals established by the Committee or to the continued
employment of the Eligible Person for a specified period of time, provided that
such terms and conditions are not inconsistent with the provisions of this Plan.
(C) The Awards granted to Eligible Persons shall be in addition to regular
salaries, pension, life insurance or other benefits related to their service to
the Company. Neither the Plan nor any Award granted under the Plan shall confer
upon any person any right to continuance of employment by the Company; and
provided, further, that nothing herein shall be deemed to limit the ability of
the Company to enter into any other compensation arrangements with any Eligible
Person.
(D) The Committee shall determine in each case whether periods of military
or government service shall constitute a continuation of employment for the
purposes of this Plan or any Award.
(E) Notwithstanding any provision hereof to the contrary, each Award which
in whole or in part involves the issuance of Available Shares may provide for
the issuance of such Available Shares for consideration consisting of such
consideration as the Committee may determine, including (without limitation) as
compensation for past services rendered.
5. GRANT OF OPTIONS. (A) The Committee may grant to Optionees from time
to time Options to purchase some or all of the Available Shares. An Option
granted hereunder shall be either an Incentive Stock Option or a Nonqualified
Stock Option, shall be evidenced by a written agreement
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that shall contain such provisions as shall be selected by the Committee, which
may incorporate the terms of this Plan by reference, and which clearly shall
state whether it is (in whole or in part) an Incentive Stock Option or a
Nonqualified Stock Option.
(B) The aggregate Fair Market Value (determined as of the Date of Grant) of
the Available Shares with respect to which any Incentive Stock Option is
exercisable for the first time by an Optionee during any calendar year under the
Plan and all such plans of the Company and any parent and subsidiary of the
Company (as defined in Section 425 of the Code) shall not exceed $100,000.
6. OPTION PRICE. (A) The Option Price shall be any price determined by
the Committee; provided, however, that the Option Price may not be less than the
par value of the Shares, and in the case of an Incentive Stock Option, shall not
be less than one hundred percent (100%) of the Fair Market Value per Share on
the Date of Grant.
(B) Unless further limited by the Committee in any Option, the Option Price
of any Available Shares purchased shall be paid solely in cash, by certified or
cashier's check, by wire transfer, by money order, with Shares (but with Shares
only if expressly permitted by the terms of the Option), or by a combination of
the above; provided, however, that the Committee may accept a personal check in
full or partial payment of any Available Shares. If the Option Price is
permitted to be, and is, paid in whole or in part with Shares, the value of the
Shares surrendered shall be their Fair Market Value on the date they are
surrendered.
7. EXERCISE OF OPTIONS. An Option shall be deemed exercised when (i) the
Committee has received written notice of such exercise in accordance with the
terms of the Option, and (ii) full payment of the aggregate Option Price of the
Available Shares as to which the Option is exercised has been made. Separate
stock certificates shall be issued by the Parent for any Available Shares
acquired as a result of exercising an Incentive Stock Option and a Nonqualified
Stock Option.
8. EXERCISABILITY OF OPTIONS. (A) Each Option shall become exercisable in
whole or in part and cumulatively, and shall expire, according to the terms of
the Option; provided, however, that, without limitation, in the case of the
grant of an Option to an officer (as that term is used in Rule 16a-1 promulgated
under the 1934 Act) or any similar rule which may subsequently be in effect, the
Committee may limit the exercisability for the first six (6) months following
the Date of Grant, or provide that no Available Shares acquired on such exercise
shall be transferable during such 6 month period, but in no event shall an
Option be exercisable after the tenth (10th) anniversary of its Date of Grant.
(B) The Committee, in its sole discretion, may accelerate the date on which
all or any portion of an otherwise unexercisable Option may be exercised.
9. TERMINATION OF OPTION PERIOD. (A) As provided in SECTION 5, and
without limitation, each Option shall be evidenced by an agreement that may
contain any provisions selected by the Committee; provided, however, that in
each case the unexercised portion of an Option shall automatically and without
notice terminate and become null and void on the earlier of (i) the date that
Optionee ceases to be employed by the Company, if such cessation is for Cause,
(ii) the tenth (10th) anniversary of the Date of Grant; and (iii) solely in the
case of an Incentive Stock Option, three months after the date that Optionee
ceases to be employed by the Company regardless of the reason therefor, other
than a cessation by reason of death, or Disability, in which case the date of
termination may be extended under the terms of the Incentive Stock Option
agreement.
(B) If provided in an Option, the Committee may, by giving written notice
("CANCELLATION NOTICE"), cancel, effective upon the date of the consummation of
any of the transactions described in SUBSECTION 14(A), all or any portion of
such Option which remains unexercised on such date. Such Cancellation Notice
shall be given a reasonable period of time (but not less than 15 days) prior to
the proposed date of such cancellation, and may be given either before or after
shareholder approval of such corporate transaction.
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10. INCENTIVE STOCK OPTIONS FOR 10% SHAREHOLDER. Notwithstanding any other
provisions of the Plan to the contrary, an Incentive Stock Option shall not be
granted to any person owning directly (or indirectly through attribution under
section 425(d) of the Code) at the Date of Grant, stock possessing more than 10%
of the total combined voting power of all classes of stock of the Company (or of
its parent or subsidiary [as defined in section 425 of the Code] at the Date of
Grant) unless the Option Price of such Incentive Stock Option is at least 110%
of the Fair Market Value on the Date of Grant of the Available Shares subject to
such Incentive Stock Option, and the period during which the Incentive Stock
Option may be exercised does not exceed five (5) years from the Date of Grant.
11. NONQUALIFIED STOCK OPTIONS. Nonqualified Stock Options may be granted
hereunder and shall contain such terms and provisions as shall be determined by
the Committee, except that each such Nonqualified Stock Option (i) must be
clearly designated as a Nonqualified Stock Option; (ii) may be granted for
Available Shares which become exercisable in excess of the limits contained in
SUBSECTION 5(B); and (iii) shall not be subject to SECTION 10 hereof. If both
Incentive Stock Options and Nonqualified Stock Options are granted to an
Optionee, the right to exercise, to the full extent thereof, Options of either
type shall not be contingent in whole or in part upon the exercise of, or
failure to exercise, Options of the other type.
12. RESTRICTED SHARE AWARDS. (A) Each Restricted Share Award shall be
evidenced by an agreement that may contain any provisions selected by the
Committee, including, without limitation, a provision allowing the Holder, prior
to the date on which the Restrictions lapse with respect to the Restricted
Shares of reference, or within a period of 10 days after such lapse where such
lapse is accelerated, to elect to receive cash in an amount equal to the Fair
Market Value of some or all of the Restricted Shares on the date the
Restrictions with respect to such Restricted Shares lapse, in lieu of retaining
the corresponding formerly Restricted Shares; and provided, further, that in the
event such a provision is included in the Restricted Share Award of an officer
(as defined in SECTION 18(L)), the election to receive cash in lieu of
Restricted Shares shall be subject to the same limitations on exercise as are
set forth in SECTION 18(L). As a condition to the grant of a Restricted Share
Award, the Committee shall require the Eligible Person receiving the Restricted
Share Award to pay at least an amount equal to the par value of the Restricted
Shares granted under such Restricted Share Award, and such Restricted Share
Award shall automatically terminate if such payment is not received within 30
days following the Date of Grant. Except as otherwise provided in the express
terms and conditions of each Restricted Share Award, the Eligible Person
receiving the Restricted Share Award shall have all of the rights of a
shareholder with respect to such Restricted Shares including, but not limited
to, voting rights and the right to receive any dividends paid, subject only to
the retention provisions of the Restricted Share Distributions.
(B) The Restrictions on Restricted Shares shall lapse in whole, or in
installments, over whatever Restricted Period shall be selected by the
Committee; provided, however, that a complete lapse of Restrictions always shall
occur on or before the 10th anniversary of the Date of Grant.
(C) The Committee may accelerate the date on which Restrictions lapse with
respect to any Restricted Shares.
(D) During the Restricted Period, the certificates representing the
Restricted Shares, and any Restricted Share Distributions, shall be registered
in the Holder's name and bear a restrictive legend disclosing the Restrictions,
the existence of the Plan, and the existence of the applicable agreement
granting such Restricted Share Award. Such certificates shall be deposited by
the Holder with the Company, together with stock powers or other instruments of
assignment, each endorsed in blank, which will permit the transfer to the
Company of all or any portion of the Restricted Shares, and any assets
constituting Restricted Share Distributions, which shall be forfeited in
accordance with the applicable agreement granting such Restricted Share Award.
Restricted Shares shall constitute issued and outstanding Shares for all
corporate purposes and the Holder shall have all rights, powers and privileges
of a Holder of unrestricted Shares except that the Holder will not be entitled
to delivery of the stock certificates until all Restrictions shall have
terminated, and the Company will retain custody
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of all related Restricted Share Distributions (which will be subject to the same
Restrictions, terms, and conditions as the related Restricted Shares) until the
conclusion of the Restricted Period with respect to the related Restricted
Shares; and provided, further, that any Restricted Share Distributions shall not
bear interest or be segregated into a separate account but shall remain a
general asset of the Company, subject to the claims of the Company's creditors,
until the conclusion of the applicable Restricted Period; and provided, finally,
that any material breach of any terms of the agreement granting the Restricted
Share Award, as reasonably determined by the Committee will cause a forfeiture
of both Restricted Shares and Restricted Share Distributions.
13. PERFORMANCE AWARDS. (A) The Committee may grant Performance Awards,
which may in the sole discretion of the Committee represent a Share or be
related to the increase in value of a Share, contingent on the Company's
achievement of the specified performance measures during the Performance Period.
The Committee shall establish the performance measures for each Performance
Period, and such performance measures, and the duration of any Performance
Period, may differ with respect to each Eligible Person who receives a
Performance Award, or with respect to separate Performance Awards issued to the
same Eligible Person. The performance measures, the medium of payment, the
Performance Period(s) and any other conditions to the Company's obligation to
pay such Performance Award in full or in part, shall be set forth in the written
agreement evidencing each Performance Award.
(B) The Committee shall determine the manner and medium of payment of each
Performance Award, which manner may include immediate or deferred payment, and
which medium may include cash, Shares (including, without limitation, Available
Shares), Restricted Shares (but only if expressly provided for in the agreement
evidencing the Performance Award), or any combination thereof as the Committee
shall select.
(C) Unless otherwise expressly provided in the agreement evidencing the
Performance Award, the Holder of the Performance Award must remain employed by
the Company until the end of the Performance Period in order to be entitled to
any payment under such Performance Award; provided, however, that the Committee
expressly may provide in the agreement granting such Performance Award that such
Holder may become entitled to a specified portion of the amount earned under
such Performance Award based on one or more specified period(s) of time between
the Date of Grant of such Performance Award and such Holder's termination of
employment by the Company prior to the end of the Performance Period.
14. ACCELERATION ON CHANGE IN CONTROL. (A) In the event of a change in
control of the Company (as hereafter defined) all Awards shall become fully
exercisable, nonforfeitable, or the Restricted Period shall terminate, as the
case may be (hereafter, in this SECTION 14, such Award shall be "accelerated").
As used herein, the term "change in control of the Company" shall be deemed to
have occurred if (i) any "person" (as such term is used in Sections 13(d) and
14(b)(2) of the Exchange Act) becomes the beneficial owner, directly or
indirectly, of securities of the Company representing 30% of more of the
combined voting power of the Company's then outstanding securities, (ii) during
any period of 12 months, individuals who at the beginning of such period
constitute the Board of Directors of the Company cease for any reason to
constitute a majority thereof unless the election, or the nomination for
election by the Company's shareholders, of each new director was approved by a
vote of at least a majority of the directors then still in office who were
directors at the beginning of the period or (iii) a person (as defined in clause
(i) above) acquires (or, during the 12-month period ending on the date of the
most recent acquisition by such person or group of persons, has acquired), gross
assets of the Company that have an aggregate fair market value greater than or
equal to 50% of the fair market value of all of the gross assets of the Company
immediately prior to such acquisition or acquisitions.
(B) Notwithstanding any provisions hereof to the contrary, if an Award is
accelerated under SUBSECTION 14(A), the portion of the Award which is
accelerated is limited to that portion which can be
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accelerated without causing the Holder to have an "excess parachute payment" as
determined under section 280G of the Code, determined by taking into account all
of the Holder's "parachute payments" determined under section 280G of the Code,
all as reasonably determined by the Committee.
15. ADJUSTMENT OF AVAILABLE SHARES. (A) If at any time while the Plan is
in effect or Awards with respect to Available Shares are outstanding, there
shall be any increase or decrease in the number of issued and outstanding Shares
through the declaration of a stock dividend or through any recapitalization
resulting in a stock split-up, combination or exchange of Shares, then and in
such event:
(I) appropriate adjustment shall be made in the maximum number of
Available Shares which may be granted under SECTION 3, and in the Available
Shares which are then subject to each Award, so that the same proportion of
the Parent's issued and outstanding Shares shall continue to be subject to
grant under SECTION 3, and to such Award, and
(II) in addition, and without limitation, in the case of each Award
(including, without limitation, Options) which requires the payment of
consideration by the Holder in order to acquire Shares, an appropriate
adjustment shall be made in the consideration (including, without limitation
the Option Price) required to be paid to acquire the each Share, so that (i)
the aggregate consideration to acquire all of the Shares subject to the
Award remains the same and, (ii) so far as possible (and without
disqualifying an Incentive Stock Option) as reasonably determined by the
Committee in its sole discretion, the cost of acquiring each Share subject
to such Award remains the same.
(B) The Committee may change the terms of Options outstanding under this
Plan, with respect to the Option Price or the number of Available Shares subject
to the Options, or both, when, in the Committee's judgment, such adjustments
become appropriate by reason of a corporate transaction (as defined in Treasury
Regulation Section 1.425-1(a)(1)(ii)); provided, however, that if by reason of
such corporate transaction an Incentive Stock Option is assumed or a new option
is substituted therefore, the Committee may only change the terms of such
Incentive Stock Option such that (i) the excess of the aggregate Fair Market
Value of the shares subject to option immediately after the substitution or
assumption, over the aggregate option price of such shares, is not more than the
excess of the aggregate Fair Market Value of all Available Shares subject to the
Option immediately before such substitution or assumption over the aggregate
Option Price of such Available Shares, and (ii) the new option, or the
assumption of the old Incentive Stock Option does not give the Optionee
additional benefits which he did not have under the old Incentive Stock Option.
(C) Except as otherwise expressly provided herein, the issuance by the
Parent of shares of its capital stock of any class, or securities convertible
into shares of capital stock of any class, either in connection with direct sale
or upon the exercise of rights or warrants to subscribe therefor, or upon
conversion of shares or obligations of the Parent convertible into such shares
or other securities, shall not affect, and no adjustment by reason thereof shall
be made with respect to Available Shares subject to Awards granted under the
Plan.
(D) Without limiting the generality of the foregoing, the existence of
outstanding Awards with respect to Available Shares granted under the Plan shall
not affect in any manner the right or power of the Parent to make, authorize or
consummate (1) any or all adjustments, recapitalizations, reorganizations or
other changes in the Parent's capital structure or its business; (2) any merger
or consolidation of the Parent; (3) any issue by the Parent of debt securities,
or preferred or preference stock which would rank above the Available Shares
subject to outstanding Awards; (4) the dissolution or liquidation of the Parent;
(5) any sale, transfer or assignment of all or any part of the assets or
business of the Company; or (6) any other corporate act or proceeding, whether
of a similar character or otherwise.
16. TRANSFERABILITY OF AWARDS. Each Award shall provide that such Award
shall not be transferable by the Holder otherwise than by will or the laws of
descent and distribution, or, if so provided in the Award, (a) that such Award
is transferable, in whole or in part, without payment of consideration, to
immediate family members of the Holder, to trusts for such family members, or to
partnerships whose
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only partners are such family members, or (b) except as prohibited by Rule
16b-3, to a person or other entity for which the Holder is entitled to a
deduction for a "charitable contribution" under Section 170(a)(i) of the Code
(provided, in each such case that no further transfer by any such permitted
transferee(s) shall be permitted); provided, further, that in each case the
exercise of the Award will remain the power and responsibility of the Holder and
that so long as the Holder lives, only such Holder (even if pursuant to the
legal direction of the person to whom a charitable contribution has been made)
or his guardian or legal representative shall have the rights set forth in such
Award.
17. ISSUANCE OF SHARES. No Holder or other person shall be, or have any of
the rights or privileges of, the owner of Shares subject to an Award unless and
until certificates representing such Shares shall have been issued and delivered
to such Holder or other person. As a condition of any issuance of Shares, the
Committee may obtain such agreements or undertakings, if any, as the Committee
may deem necessary or advisable to assure compliance with any such law or
regulation including, but not limited to, the following:
(I) a representation, warranty or agreement by the person Holder such
Shares to the Parent, at the time any Shares are transferred, that he is
acquiring the Shares to be issued to him for investment and not with a view
to, or for sale in connection with, the distribution of any such Shares; and
(II) a representation, warranty or agreement to be bound by any legends
that are, in the opinion of the Committee, necessary or appropriate to
comply with the provisions of any securities law deemed by the Committee to
be applicable to the issuance of the Shares and are endorsed upon the Share
certificates.
Share certificates issued to the Holder receiving such Shares who are
parties to any shareholders agreement or any similar agreement shall bear the
legends contained in such agreements. Notwithstanding any provision hereof to
the contrary, no Shares shall be required to be issued with respect to an Award
unless counsel for the Parent shall be reasonably satisfied that such issuance
will be in compliance with applicable Federal or state securities laws.
18. STOCK APPRECIATION RIGHTS AND LIMITED STOCK APPRECIATION
RIGHTS. (a) The Committee shall have authority to grant a SAR, or to grant a
Limited SAR with respect to all or some of the Available Shares covered by any
Option ("RELATED OPTION"), or with respect to, or as some or all of, a
Performance Award ("RELATED PERFORMANCE AWARD"). A SAR or Limited SAR granted
with respect to an Incentive Stock Option must be granted together with the
Related Option. A SAR or Limited SAR granted with respect to a Related
Nonqualified Stock Option or a Performance Award, may be granted on or after the
Date of Grant of such Related Option or Related Performance Award.
(B) For the purposes of this SECTION 18, the following definitions shall
apply:
(I) The term "OFFER" shall mean any tender offer or exchange offer for
thirty percent (30%) or more of the outstanding Shares of the Parent, other
than one made by the Parent; provided that the corporation, person or other
entity making the Offer acquires Shares pursuant to such Offer.
(II) The term "OFFER PRICE PER SHARE" shall mean the highest price per
Share paid in any Offer which is in effect at any time during the period
beginning on the sixtieth (60th) day prior to the date on which a Limited
SAR is exercised and ending on the date on which the Limited SAR is
exercised. Any securities or properties which are a part or all of the
consideration paid or to be paid for Shares in the Offer shall be valued in
determining the Offer Price Per Share at the higher of (1) the valuation
placed on such securities or properties by the person making such Offer, or
(2) the valuation placed on such securities or properties by the Committee.
(III) The term "LIMITED SAR" shall mean a right granted under this Plan
with respect to a Related Option or Related Performance Award, that shall
entitle the Holder to an amount in cash equal to the Offer Spread in the
event an Offer is made.
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(IV) The term "OFFER SPREAD" shall mean, with respect to each Limited
SAR, an amount equal to the product of (1) the excess of (A) the Offer Price
Per Share immediately preceding the date of exercise over (B) (x) if the
Limited SAR is granted in tandem with an Option, then the Option Price per
Share of the Related Option, or (y) if the Limited SAR is issued with
respect to a Performance Award, the Agreed Price under the Related
Performance Award, multiplied by (2) the number of Available Shares with
respect to which such Limited SAR is being exercised; provided, however that
with respect to any Limited SAR granted in tandem with an Incentive Stock
Option, in no event shall the Offer Spread exceed the amount permitted to be
treated as the Offer Spread under applicable Treasury Regulations or other
legal authority without disqualifying the Option as an Incentive Stock
Option.
(V) The term "SAR" shall mean a right granted under this Plan,
including, without limitation, a right granted in tandem with an Award, that
shall entitle the Holder thereof to an amount in cash equal to the Spread.
(VI) The term "SAR SPREAD" shall mean with respect to each SAR an amount
equal to the product of (1) the excess of (A) the Fair Market Value per
Share on the date of exercise over (B) (x) if the SAR is granted in tandem
with an Option, then the Option Price per Share of the Related Option, (y)
if the SAR is granted in tandem with a Performance Award, the Agreed Price
under the Related Performance Award, or (z) if the SAR is granted by itself
with respect to a designated number of Available Shares, then whichever of
the Fair Market Value of the Available Shares on the Date of Grant, or the
Agreed Price, shall be designated in the SAR agreement, in each case
multiplied by (2) the number of Available Shares with respect to which such
SAR is being exercised; provided, however, that with respect to any SAR
granted in tandem with an Incentive Stock Option, in no event shall the SAR
Spread exceed the amount permitted to be treated as the SAR Spread under
applicable Treasury Regulations or other legal authority without
disqualifying the Option as an Incentive Stock Option.
(C) To exercise the SAR or Limited SAR, the Holder shall:
(I) Give written notice thereof to the Company, specifying the SAR or
Limited SAR being exercised and the number or Available Shares with respect
to which such SAR or Limited SAR is being exercised, and
(II) If requested by the Company, deliver within a reasonable time the
agreement evidencing the SAR or Limited SAR being exercised, and the Related
Option agreement, or Related Performance Award agreement, to the Secretary
of the Company who shall endorse or cause to be endorsed thereon a notation
of such exercise and return all agreements to the Holder.
(D) As soon as practicable after the exercise of a SAR or Limited SAR, the
Company shall pay to the Holder (i) cash, (ii) at the request of the Holder and
the approval of the Committee, or in accordance with the terms of the Award,
Shares, or (iii) a combination of cash and Shares, having a Fair Market Value
equal to either the SAR Spread, or to the Offer Spread, as the case may be;
provided, however, that the Company may, in its sole discretion, withhold from
such payment any amount necessary to satisfy the Company's obligation for
federal and state withholding taxes with respect to such exercise.
(E) A SAR or Limited SAR may be exercised only if and to the extent that it
is permitted under the terms of the Award which, in the case of a Related
Option, shall be only when such Related Option is eligible to be exercised;
provided, however, a Limited SAR may be exercised only during the period
beginning on the first day following the date of expiration of the Offer and
ending on the thirtieth (30th) day following such date.
(F) Upon the exercise of a SAR or Limited SAR, and without limiting the
generality of SECTION 3, the Available Shares under the Related Option or
Related Performance Award to which such exercised SAR or Limited SAR relate
shall never again be Available Shares.
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(G) Upon the exercise or termination of a Related Option, or the payment or
termination of a Related Performance Award, the SAR or Limited SAR with respect
to such Related Option or Related Performance Award likewise shall terminate.
(H) A SAR or Limited SAR shall be transferable only to the extent, if any,
that the Related Award is transferable, and under the same conditions.
(I) A SAR or Limited SAR granted with respect to an Incentive Stock Option
may be exercised only when the Fair Market Value of the Available Shares exceeds
the Option Price.
(J) Each SAR or Limited SAR shall be on such terms and conditions not
inconsistent with this Plan as the Committee may determine and shall be
evidenced by a written agreement.
(K) The Holder shall have no rights as a stockholder with respect to the
related Available Shares as a result of the grant of a SAR or Limited SAR.
(L) With respect to a Holder who, on the date of a proposed exercise of a
SAR or Limited SAR, is an officer (as that term is used in Rule 16a-1
promulgated under the 1934 Act or any similar rule which may subsequently be in
effect), and who would receive cash in whole or in part upon the proposed
exercise of his SAR, or Limited SAR such proposed exercise may only occur as
permitted by Rule 16b-3, including without limitation paragraph (e)(3)(iii) (or
any similar rule which may subsequently be in effect promulgated pursuant to
Section 16(b) of the 1934 Act) which, at the date of adopting this Plan, among
other things, permits exercise during a period beginning on the third (3rd)
business day following the Parent's public release of quarterly or annual
summary statements of sales and earnings and ending on the twelfth (12th)
business day following such public release.
19. ADMINISTRATION OF THE PLAN. (A) The Plan shall be administered by the
Compensation Committee and, except for the powers reserved to the Board in
SECTION 22 hereof, the Committee shall have all of the administrative powers
under Plan.
(B) The Committee, from time to time, may adopt rules and regulations for
carrying out the purposes of the Plan and, without limitation, may delegate all
of what, in its sole discretion, it determines to be ministerial duties to an
officer of the Parent. The determinations under, and the interpretations of, any
provision of the Plan or an Award by the Committee shall, in all cases, be in
its sole discretion, and shall be final and conclusive.
(C) Any and all determinations and interpretations of the Committee shall be
made either (i) by a majority vote of the members of the Committee at a meeting
duly called, with at least 3 days prior notice and a general explanation of the
subject matter given to each member, or (ii) without a meeting, by the written
approval of all members of the Committee.
(D) No member of the Committee shall be liable for any action taken or
omitted to be taken by him or by any other member of the Committee with respect
to the Plan, and to the extent of liabilities not otherwise insured under a
policy purchased by the Company, the Company does hereby indemnify and agree to
defend and save harmless any member of the Committee with respect to any
liabilities asserted or incurred in connection with the exercise and performance
of their powers and duties hereunder, unless such liabilities are judicially
determined to have arisen out of such member's gross negligence, fraud or bad
faith. Such indemnification shall include attorney's fees and all other costs
and expenses reasonably incurred in defense of any action arising from such act
of commission or omission. Nothing herein shall be deemed to limit the Company's
ability to insure itself with respect to its obligations hereunder.
20. TAX WITHHOLDING. On or immediately prior to the date on which a
payment is made to a Holder hereunder or, if earlier, the date on which an
amount is required to be included in the income of the Holder as a result of an
Award, the Holder shall be required to pay to the Company, in cash or in Shares
(including, but not limited to, the reservation to the Company of the requisite
number of Available Shares otherwise payable to such Holder with respect to such
Award) the amount which the
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Company reasonably determines to be necessary in order for the Company to comply
with applicable federal or state tax withholding requirements, and the
collection of employment taxes, if applicable; provided, further, that the
Committee may require that such payment be made in cash.
21. INTERPRETATION. (A) If any provision of the Plan is held invalid for
any reason, such holding shall not affect the remaining provisions hereof, but
instead the Plan shall be construed and enforced as if such provision had never
been included in the Plan.
(B) THIS PLAN SHALL BE GOVERNED BY THE LAWS OF THE STATE OF TEXAS.
(C) Headings contained in this Agreement are for convenience only and shall
in no manner be construed as part of this Plan.
(D) Any reference to the masculine, feminine, or neuter gender shall be a
reference to such other gender as is appropriate.
22. AMENDMENT AND DISCONTINUATION OF THE PLAN. The Board, or the Committee
(subject to the prior written authorization of the Board), may from time to time
amend the Plan or any Award; provided, however, that [except to the extent
provided in SECTION 15 hereof] no such amendment may, without approval by the
shareholders of the Parent, (a) increase the number of Available Shares or
change the class of Eligible Persons, (b) permit the granting of Awards which
expire beyond the maximum 10-year period described in SUBSECTION 9(A)(II), or
(c) extend the termination date of the Plan as set forth in SECTION 24; and
provided, further, that (except to the extent provided in SUBSECTIONS 8(B) AND
9(B) hereof) no amendment or suspension of the Plan or any Award issued
hereunder shall, except as specifically permitted in any Award, substantially
impair any Award previously granted to any Holder without the consent of such
Holder.
23. SECTION 83(B) ELECTION. If as a result of receiving an Award, a Holder
receives Restricted Shares subject to a "substantial risk of forfeiture", then
such Holder may elect under section 83(b) of the Code to include in his gross
income, for his taxable year in which the Restricted Shares are transferred to
him, the excess of the Fair Market Value (determined without regard to any
Restriction other than one which by its terms will never lapse), of such
Restricted Shares at the Date of Grant, over the amount paid for the Restricted
Shares. If the Holder makes the section 83(b) election described above, the
Holder shall (i) make such election in a manner that is satisfactory to the
Committee, (ii) provide the Committee with a copy of such election, (iii) agree
to promptly notify the Company if any Internal Revenue Service or state tax
agent, on audit or otherwise, questions the validity or correctness of such
election or of the amount of income reportable on account of such election, and
(iv) agree to such federal and state income withholding as the Committee may
reasonably require in its sole and absolute discretion.
24. EFFECTIVE DATE AND TERMINATION DATE. The Plan shall be effective as of
its Effective Date, and shall terminate on the tenth anniversary of such
Effective Date.
AMERICREDIT CORP.
By: __________________________________
Title: _______________________________
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_____________________________
_____________________________
1. Proposal to elect as Directors of the Company the following persons to
hold office until the next annual election of Directors by the shareholders
or until their successors have been duly elected and have qualified.
FOR all nominees WITHHOLD AUTHORITY to vote *EXCEPTIONS
listed below / / for all nominees listed below / / / /
Nominees: Clifton H. Morris, Jr., Michael R. Barrington, Daniel E. Barce,
Gerald W. Haddock, James H. Greer, Kenneth H. Jones, Jr.
(INSTRUCTIONS: To withhold authority to vote for any individual nominee, mark
the "Exceptions" box and write that nominee's name in the space provided
below).
*Exceptions___________________________________________________________________
2. Proposal to approve the 1995 Omnibus Stock and Incentive Plan for
AmeriCredit Corp.
FOR / / AGAINST / / ABSTAIN / /
3. Proposal to ratify the appointment of Coopers & Lybrand as accountants for
the fiscal year ending June 30, 1996.
FOR / / AGAINST / / ABSTAIN / /
4. In their discretion, the proxies are authorized to vote upon such other
business as may properly come before the meeting.
FOR / / AGAINST / / ABSTAIN / /
CHANGE OF ADDRESS
AND OR COMMENTS,
MARK HERE. / /
(Please sign exactly as name appears hereon. Proxies should be dated when
signed. When shares are held by joint tenants, both should sign. When signing
as attorney, as executor, administrator, trustee or guardian, please give
full title as such. Only authorized officers should sign for a corporation.
If shares are registered in more than one name, each joint owner should sign.)
Dated: _________________________________________, 1995
______________________________________________________
Signature
______________________________________________________
Signature if held jointly
VOTES MUST BE INDICATED
(X) IN BLACK OR BLUE INK. / /
PLEASE MARK, SIGN, DATE AND RETURN THIS PROXY PROMPTLY USING THE ENCLOSED
ENVELOPE.
AMERICREDIT CORP.
200 BAILEY AVENUE
FORT WORTH, TEXAS 76107
THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS
The undersigned hereby appoints Clifton H. Morris, Jr. and Daniel E.
Barce, and each of them, as proxies, each with the power to appoint his
substitute, and hereby authorizes them to represent and vote, as designated
below, all of the shares of the common stock of AmeriCredit Corp. (the
"Company"), held of record by the undersigned on September 15, 1995, at the
Annual Meeting of Shareholders of the Company to be held on November 14,
1995, and any adjournments thereof.
THIS PROXY, WHEN PROPOERLY EXECUTED AND DATED, WILL BE VOTED IN THE
MANNER DIRECTED HEREIN BY THE UNDERSIGNED SHAREHOLDER(S). IF NO DIRECTION IS
MADE, THIS PROXY WILL BE VOTED "FOR" THE ELECTION OF THE NOMINEES UNDER
PROPOSAL 1, "FOR" PROPOSAL 2, "FOR" PROPOSAL 3, AND THE PROXIES WILL USE
THEIR DISCRETION WITH RESPECT TO ANY MATTERS REFERRED TO IN PROPOSAL 4.
AMERICREDIT CORP.
P.O. BOX 11044
NEW YORK, N.Y. 10203-0044