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As filed with the Securities and Exchange Commission on March 15, 1994
Registration No. 33-
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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
__________
FORM S-3
REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933
__________
AMERICREDIT CORP.
(Exact name of registrant as specified in its charter)
TEXAS 75-2291093
(State or other jurisdiction (I.R.S. Employer
of incorporation or Identification No.)
organization)
200 BAILEY AVENUE, FORT WORTH, TEXAS 76107
(817) 332-7000
(Address, including zip code, and telephone number, including
area code, of registrant's principal executive offices)
__________
CHRIS A. CHOATE COPY TO:
GENERAL COUNSEL
AMERICREDIT CORP. L. STEVEN LESHIN
200 BAILEY AVENUE JENKENS & GILCHRIST, A
FORT WORTH, TEXAS 76107 PROFESSIONAL CORPORATION
(817) 332-7000 1445 ROSS AVENUE, SUITE 3200
(Name, address, including DALLAS, TEXAS 75202-2799
zip code, and
telephone number, including
area code, of agent for
service)
__________
APPROXIMATE DATE OF COMMENCEMENT OF PROPOSED SALE TO THE
PUBLIC: As soon as possible after the Registration Statement
becomes effective.
__________
If the only securities being registered on this Form are
being offered pursuant to dividend or interest reinvestment
plans, please check the following box. / /
__________
If any of the securities being registered on this Form are
to be offered on a delayed or continuous basis pursuant to Rule
415 under the Securities Act of 1933, other than securities
offered only in connection with dividend or interest reinvestment
plans, check the following box. /X/
__________
<TABLE>
<CAPTION>
CALCULATION OF REGISTRATION FEE
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Proposed
Proposed maximum maximum
Title of each class of offering price per aggregate Amount of
securities registered Amount to be registered security(1) offering price (1) Registration fee
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<S> <C> <C> <C> <C>
Common stock, $0.01 par value...... 1,500,000 Shares (2) $ 6.1875 $9,281,250(3) $3,200.43
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Stock Options to purchase 1,500,000 1,500,000 Dealership
shares of common stock (4)......... Stock Options (4) (5) (5) $100.00
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TOTAL $3,300.43
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<FN>
(1) Estimated solely for the purpose of calculating the registration
fee.
(2) Shares issuable upon exercise of nonqualified stock options
("Dealership Stock Options") authorized to be granted to automobile dealerships
under the Dealership Stock Option Plan of AmeriCredit Corp. (the "Plan").
(3) Calculated pursuant to Rule 457(c). Accordingly, the price per
share of the Common Stock offered hereunder pursuant to the Plan is based on
1,500,000 shares of Common Stock reserved for issuance under the Plan and that
are not currently subject to outstanding Dealership Stock Options at a price
per share of $6.1875, which is the average of the highest and lowest selling
price per share of Common Stock on the New York Stock Exchange on March 9, 1994.
(4) Dealership Stock Options to be granted to automobile dealerships
under the Plan.
(5) Dealership Stock Options are granted pursuant to a formula in
the Plan to eligible automobile dealerships based on the number of financing
contracts sold by such automobile dealership to the registrant.
</TABLE>
THE REGISTRANT HEREBY AMENDS THIS REGISTRATION STATEMENT ON SUCH DATE OR
DATES AS MAY BE NECESSARY TO DELAY ITS EFFECTIVE DATE UNTIL THE REGISTRANT
SHALL FILE A FURTHER AMENDMENT WHICH SPECIFICALLY STATES THAT THIS
REGISTRATION STATEMENT SHALL THEREAFTER BECOME EFFECTIVE IN ACCORDANCE WITH
SECTION 8(A) OF THE SECURITIES ACT OF 1933 OR UNTIL THE REGISTRATION
STATEMENT SHALL BECOME EFFECTIVE ON SUCH DATE AS THE COMMISSION, ACTING
PURSUANT TO SAID SECTION 8(A), MAY DETERMINE.
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<PAGE>
INFORMATION CONTAINED HEREIN IS SUBJECT TO COMPLETION OR AMENDMENT. A
REGISTRATION STATEMENT RELATING TO THESE SECURITIES HAS BEEN FILED WITH THE
SECURITIES AND EXCHANGE COMMISSION. THESE SECURITIES MAY NOT BE SOLD NOR MAY
OFFERS TO BUY BE ACCEPTED PRIOR TO THE TIME THE REGISTRATION STATEMENT BECOMES
EFFECTIVE. THIS PROSPECTUS SHALL NOT CONSTITUTE AN OFFER TO SELL OR THE
SOLICITATION OF AN OFFER TO BUY NOR SHALL THERE BE ANY SALE OF THESE SECURITIES
IN ANY STATE IN WHICH SUCH OFFER, SOLICITATION OR SALE WOULD BE UNLAWFUL PRIOR
TO REGISTRATION OR QUALIFICATION UNDER THE SECURITIES LAWS OF ANY SUCH STATE.
<PAGE>
Subject to Completion
Preliminary Prospectus Dated March 15, 1994
1,500,000 SHARES OF COMMON STOCK ISSUABLE UPON
EXERCISE OF DEALERSHIP STOCK OPTIONS
AND THE
ISSUANCE OF THE RELATED DEALERSHIP STOCK OPTIONS
AMERICREDIT CORP.
____________
Americredit Corp., a Texas corporation (the "Company"), desires to provide
an incentive to automobile dealerships to refer business to the Company through
the grant by the Company of nonqualified stock options to such automobile
dealerships. Such grants will be first made when a dealership becomes part of
the Company's network of referring dealerships (the "Dealership Network") and
thereafter will be based on the amount of business such dealership refers to the
Company. On March 2, 1994, the Company's Board of Directors adopted the
Dealership Stock Option Plan of AmeriCredit Corp. (the "Plan") to provide for
such grants.
This prospectus relates to the 1,500,000 shares (the "Shares") of common
stock, $0.01 par value per share ("Common Stock"), of the Company, that will be
issued upon exercise of nonqualified stock options ("Dealership Stock Options")
to be granted under the Plan to automobile dealerships that become a part of the
Company's Dealership Network and that refer business to the Company. This
prospectus also relates to the 1,500,000 Dealership Stock Options to be granted
under the Plan.
The Plan provides for the automatic grant of Dealership Stock Options to
participating dealerships or their designees upon a Dealership becoming a part
of the Dealership Network and additional grants to such dealerships or their
designees will be made thereafter at the end of each calendar quarter pursuant
to a formula based on the number of financing contracts such dealerships sell
to the Company during such quarter. See "The Plan--Automatic Grant of
Dealership Stock Options." Each Dealership Stock Option will have an exercise
price equal to the fair market value of a share of Common Stock on the option's
date of grant and will expire on the third anniversary of such date of grant.
Dealership Stock Options shall be exercisable in full upon their date of grant.
Dealership Stock Options may not be transferred, assigned or hypothecated and
any attempt to transfer, assign or hypothecate a Dealership Stock Option shall
cause such Dealership Stock Option to become null and void.
Generally, the shares of Common Stock received upon the exercise of
Dealership Stock Options may be resold under the Securities Act of 1933, as
amended (the "Securities Act"), without limitation as to either the quantity
sold or the period during which such stock was held, provided such shares are
acquired upon exercise of a Dealership Stock Option while the registration
statement of which this prospectus is a part remains effective under the
Securities Act.
The grant of a Dealership Stock Option to an eligible dealership or its
designee will not be taxable to such eligible dealership or designee. Upon the
exercise of a Dealership Stock Option, the eligible dealership or designee will
recognize ordinary compensation income at the time of the exercise in an amount
equal to the excess of the then fair market value of the shares of Common Stock
received over the exercise price. Because participants in the Plan will not be
employees of the Company, there will be no withholding with respect to such
amount.
The Common Stock is traded on the New York Stock Exchange under the symbol
ACF. On March 9, 1994, the last reported sale price of the Common Stock as
reported by the New York Stock Exchange was $6.25 per share.
____________
THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE
SECURITIES AND EXCHANGE COMMISSION OR ANY STATE SECURITIES
COMMISSION NOR HAS THE COMMISSION OR ANY STATE SECURITIES
COMMISSION PASSED UPON THE ACCURACY OR ADEQUACY OF
THIS PROSPECTUS. ANY REPRESENTATION TO THE
CONTRARY IS A CRIMINAL OFFENSE.
The date of this prospectus is March __, 1994.
<PAGE>
AVAILABLE INFORMATION
The Company is subject to the informational requirements of the Securities
Exchange Act of 1934, as amended (the "Exchange Act"), and in accordance
therewith files reports, proxy statements and other information with the
Securities and Exchange Commission (the "Commission"). Such documents can be
inspected and copied at the public reference facilities of the Commission, 450
Fifth Street, N.W., Room 1024, Washington, D.C. 20549; and at certain of its
regional offices located at the Northwest Atrium Center, 500 West Madison
Street, Suite 1400, Chicago, Illinois 60601; and 7 World Trade Center,
New York, New York 10048. Copies of such material can be obtained from the
Public Reference Section of the Commission at Judiciary Plaza, 450 Fifth
Street, N.W., Washington, D.C. 20549 at prescribed rates. Such reports, proxy
statements and other information can also be inspected at the New York Stock
Exchange, Inc., 20 Broad Street, New York, New York 10005.
Additional information regarding the Company and the stock options and common
stock offered hereby is contained in the Registration Statement on Form S-3
(which includes this prospectus) and the exhibits relating thereto, filed with
the Commission under the Securities Act.
INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE
The following documents previously filed by the Company with the Commission
are incorporated in and made a part of this prospectus:
(i) The Company's Annual Report on Form 10-K for the
year ended June 30, 1993;
(ii) The Company's Quarterly Reports on Form 10-Q for the quarters
ended September 30, 1993 and December 31, 1993; and
(iii) The Company's Registration Statement on Form 8-A, dated
October 4, 1989.
Any statement contained in any of the aforesaid documents shall be deemed
to be modified or superseded for all purposes to the extent a statement in this
prospectus or in any subsequently filed document incorporated by reference
herein modifies, supersedes or replaces such statement.
All documents subsequently filed pursuant to Sections 13(a), 13(c), 14 and
15(d) of the Exchange Act prior to termination of this offering shall be deemed
to be incorporated in and made a part of this prospectus.
The Company will provide without charge to each person to whom this
prospectus is delivered, including any beneficial owner of Dealership Stock
Options or Shares, on the written or oral request of such person, a copy of any
or all of the documents incorporated by reference herein (other than exhibits to
such documents unless such exhibits are specifically incorporated by reference
into such documents). Requests for such copy or copies should be directed to
the Company's Director of Investor Relations, 200 Bailey Avenue, Fort Worth,
Texas 76107; telephone (817) 332-7000.
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THE COMPANY
Since July 1992, the Company has been engaged in the indirect consumer
finance business through its wholly owned subsidiary, AmeriCredit Financial
Services, Inc. ("AFSI"). Through AFSI's branch offices, the Company serves as a
source for franchised and independent automobile dealerships to finance their
customers' purchases of automobiles. Consumer finance contracts originated by
automobile dealerships, which conform to the Company's credit policies, are
purchased by the Company ("Contracts"), generally at a discount and without
recourse against the automobile dealership. Contracts typically range in amount
from $5,000 to $10,000 with repayment terms usually ranging from 24 to 60
months. The Company services its consumer loan portfolio at a centralized
facility using its automated collection system.
Since September 1992, the Company has also been engaged in the premium
finance business through its wholly owned subsidiary, AmeriCredit Premium
Finance, Inc. ("APFI"). APFI finances insurance premiums for consumers
purchasing car liability and physical damage insurance through independent
insurance agents. Such loans typically range in amount from $300 to $1,200 with
repayment terms ranging from four to ten months.
The Company was incorporated in Texas on May 18, 1988 and succeeded to the
business, assets and liabilities of a predecessor corporation formed under the
laws of Texas on August 1, 1986.
As used herein, the term "Company" refers to the Company, its wholly owned
subsidiaries and its predecessor corporation. The Company's principal executive
offices are located at 200 Bailey Avenue, Fort Worth, Texas 76107 and its
telephone number is (817) 332-7000.
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THE PLAN
GENERAL
The Company desires to provide an incentive to automobile dealerships to
refer business to the Company through the grant by the Company of nonqualified
stock options to such automobile dealerships. Such grants will be first made
when a dealership becomes part of the Dealership Network and thereafter will be
based on the amount of business such dealership refers to the Company. On March
2, 1994, the Company's Board of Directors adopted the Plan to provide for such
grants.
Competition for the purchase of Contracts from referring automobile
dealerships among finance companies and banks is intense. Through the
implementation of the Plan, the Company intends to provide an additional
incentive for an automobile dealership to become a part of the Company's
Dealership Network and to refer business to the Company. Such incentives will be
in addition to the normal and usual terms under which the Company and others
acquire Contracts from dealerships. Thus, the Company has adopted the Plan to
provide a means for the Company to enhance its competitive position. The Company
believes that by providing the referring automobile dealerships an opportunity
to participate in the possible success and growth of the Company through the
ownership of Dealership Stock Options, the referring dealerships will possibly
have an added incentive to refer Contracts to the Company. Further, the
dealerships' interests will, by virtue of the ownership of the Dealership Stock
Options, be more closely aligned with the interests of the Company and its
shareholders. However, because the Dealership Stock Options will have an
exercise price equal to the fair market value of a share of Common Stock on the
date of grant, there can be no assurances that the holders of the Dealership
Stock Options will realize any benefits from the acquisition and ownership of
the Dealership Stock Options. Furthermore, participants in the Plan should
recognize that the purchase of shares of Common Stock of the Company pursuant to
the exercise of Dealership Stock Options, like the purchase of any other
security, involves an element of risk as the market value of such shares may go
down as well as up.
The statements in this prospectus concerning the terms and provisions of
the Plan are summaries and do not purport to be complete. All such statements
are qualified in their entirety by reference to the full text of the documents
filed as exhibits to the registration statement of which this prospectus is a
part. Additional updating and other information with respect to the Plan and
the Dealership Stock Options and Shares offered thereunder may be provided in
the future to holders of Dealership Stock Options.
The Plan is not a qualified deferred compensation plan under section 401(a)
of the Internal Revenue Code of 1986, as amended (the "Code"), and is exempt
from the provisions of the Employee Retirement Income Security Act of 1974, as
amended.
Eligible dealerships under the Plan may obtain additional information
regarding the Plan and its administration from the Company's Director of
Investor Relations, 200 Bailey Avenue, Fort Worth, Texas 76107. The Director
of Investor Relations may also be reached by phone at (817) 332-7000.
PURPOSE OF THE PLAN
The purpose of the Plan is to provide an additional incentive to
automobile dealerships to refer business to the Company. In furtherance of this
purpose, the Plan authorizes the granting of Dealership Stock Options to certain
automobile dealerships that become a part of the Dealership Network, or their
designees, and thereafter to such dealerships or their designees based on the
amount of business referred to the Company by such dealership.
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ELIGIBILITY
Any business that sells automobiles to the general public and becomes a
part of the Dealership Network by signing, among other documents, a Dealership
Participation Letter (an "Eligible Dealership"), as provided in the Plan, is
eligible for the grant of Dealership Stock Options.
ADMINISTRATION
The Chief Executive Officer of the Company or an officer or officers of
the Company or a subsidiary of the Company designated by the Chief Executive
Officer shall administer the Plan (herein the term "Plan Administrator" shall
refer to whoever is administering the Plan at any given time). The Plan
Administrator, from time to time, may adopt rules and regulations for carrying
out the purposes of the Plan. The determinations and the interpretation and
construction of any provision of the Plan by the Plan Administrator are final,
binding and conclusive.
AUTOMATIC GRANT OF DEALERSHIP STOCK OPTIONS
The Plan provides for the automatic grant of Dealership Stock Options to
Eligible Dealerships or their designees. On the date that an Eligible Dealership
becomes a part of the Dealership Network by executing its Dealership
Participation Letter and other required documents, such Eligible Dealership or
its designee shall receive a Dealership Stock Option exercisable to purchase
shares of Common Stock. The Plan Administrator shall, in its sole discretion,
determine the total amount of shares of Common Stock for which such Dealership
Stock Option shall be exercisable.
Subsequently, on the last day of each calendar quarter, each Eligible
Dealership or its designee shall be granted a Dealership Stock Option
exercisable for a certain number of shares of Common Stock pursuant to a formula
as provided in the Plan based on the number of Contracts that such Eligible
Dealership has sold to the Company in such quarter. Such formula provides that
if in any calendar quarter an Eligible Dealership has sold to the Company (i)
less than 25 Contracts, such Eligible Dealership would receive no Dealership
Stock Options; (ii) 25 to 50 Contracts, such Eligible Dealership would receive
Dealership Stock Options exercisable for such number of shares of Common Stock
as is the result of the number of Contracts sold to the Company by such Eligible
Dealership in such quarter multiplied by 150 and divided by the fair market
value of a share of Common Stock on the last business day of such quarter; or
(iii) over 50 Contracts, such Eligible Dealership would receive Dealership Stock
Options exercisable for such number of shares of Common Stock as is the product
of (X) the number of Contracts sold to the Company by such Eligible Dealership
during such quarter, less 25 and (Y) 300, divided by the fair market value of a
share of Common Stock on the last business day of such quarter.
For example, pursuant to the formula, a dealership that sells 25 Contracts
to the Company in a calendar quarter where the closing sales price of Common
Stock on the last business day of such quarter is $7.00 per share would receive
Dealership Stock Options to purchase 536 shares of Common Stock with an exercise
price of $7.00 per share (e.g. 25 Contracts multiplied by 150 and divided by the
fair market value of a share of Common Stock of $7.00 equals 536 Shares subject
to Dealership Stock Options). In contrast, pursuant to the formula, a dealership
that sells 100 Contracts to the Company in the same calendar quarter would
receive Dealership Stock Options to purchase 3,214 shares of Common Stock with
an exercise price of $7.00 per share (e.g. 100 Contracts, less 25, multiplied by
300 and divided by the fair market value of a share of Common Stock of $7.00
equals 3,214 Shares subject to such Dealership Stock Options).
Dealership Stock Options shall be granted to Eligible Dealerships or their
designees, if any, as designated in such Eligible Dealership's Dealership
Participation Letter, as such letter may be supplemented from time to time, but
not any more frequently than one supplement every calendar quarter.
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TYPE OF STOCK OPTION
Dealership Stock Options shall be nonqualified stock options and will not
be entitled to the tax treatment of incentive stock options as defined in
Section 422 of the Code.
OPTION AGREEMENTS
Each Dealership Stock Option shall be evidenced by an Option Agreement that
shall contain such terms as determined by the Plan Administrator and as are not
inconsistent with the Plan or applicable law. The Plan Administrator shall
deliver such Option Agreements within a reasonable time period following such
Dealership Stock Option's date of grant. The Option Agreement shall be issued in
the name of the Eligible Dealership or such other person as may be designated by
the Eligible Dealership.
EXERCISE PRICE
The exercise price per share of Common Stock of any Dealership Stock Option
shall be the fair market value per share of Common Stock on the date of grant of
such Dealership Stock Option. As defined in the Plan, the fair market value of a
Share of Common Stock on a specified date, provided the Common Stock continues
to trade on the New York Stock Exchange, is the closing sales price on the date
of grant or the next business day prior thereto, if such shares did not trade on
the date of grant.
EXERCISE OF DEALERSHIP STOCK OPTIONS AND PAYMENT
Each Dealership Stock Option is immediately exercisable on or after its
date of grant. A Dealership Stock Option may be exercised by written notice to
the Company. Such written notice shall be in accordance with the terms of the
agreement evidencing such Dealership Stock Option, and must be accompanied by
payment of the full exercise price for the Shares the holder of the Dealership
Stock Option (an "Optionee") chooses to exercise. Unless further limited in any
agreement evidencing a Dealership Stock Option by the Plan Administrator, the
exercise price for any Shares purchased shall be paid solely in cash, by
certified or cashier's check or by money order. The Plan Administrator, in its
sole discretion, may accept a personal check in full or partial payment of any
Shares.
In order to assure compliance with the securities laws, during any time
that the registration statement of which this prospectus is a part is not
effective, the Plan Administrator may require such evidence as it may deem
necessary to establish that the shares of Common Stock are being purchased for
investment and not with a view to, or for sale in connection with, a
distribution (as that term is defined under the Securities Act). If this
prospectus is not then part of an effective registration statement, the Plan
Administrator may further require legends on the certificates representing the
Shares.
As a condition to the transfer of a certificate representing Shares, the
Plan Administrator may obtain such agreements or undertakings, if any, as it may
deem necessary or advisable to assure compliance with any provision of the Plan
or any law or regulation.
TERMINATION OR CANCELLATION OF DEALERSHIP STOCK OPTION
The unexercised portion of a Dealership Stock Option will automatically
terminate on the third anniversary of such Dealership Stock Option's date of
grant.
In anticipation of certain major corporate events, such as, among other
things, certain changes in control, mergers or sales of substantially all of
the assets of the Company (a "Cancellation Event"), the Plan Administrator
may, after thirty days' written notice to an Optionee (the "Cancellation
Notice"), cancel any portion of a Dealership Stock Option that remains
exercisable upon the consummation of such Cancellation Event. If the
Cancellation Event is not consummated, the Cancellation Notice relating to such
Cancellation Event shall be of no effect. An Optionee, in any event, will have
the opportunity to exercise the Optionee's Dealership Stock Options in full
prior to such Cancellation Event.
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TRANSFERABILITY
Dealership Stock Options may not be transferred, assigned or hypothecated
after their grant and any attempt to transfer, assign or hypothecate a
Dealership Stock Option shall cause such Dealership Stock Option to become null
and void. Dealership Stock Options may be exercised solely by the Optionee.
RESERVE OF COMMON STOCK
Shares of Common Stock to be issued upon the exercise of Dealership
Stock Options may be either shares held in the Company's treasury or
from authorized but unissued shares. If any Dealership Stock Option or any
part of such Dealership Stock Option, expires, terminates or is canceled or
surrendered as to any Shares, for any reason without having been exercised in
full, the Shares allocable to the unexercised portion of such
Dealership Stock Option may again be subject to the grant of Dealership
Stock Options under the Plan.
TERM OF THE PLAN
The Plan became effective on the date of this prospectus (the
"Effective Date"). The Plan is to continue in effect until the tenth
anniversary of the Effective Date unless sooner terminated by the Company.
ADJUSTMENTS
In the event of any stock dividend, stock split-up, combination or
exchange of shares of Common Stock, appropriate adjustments shall be made to (i)
the number of shares reserved under the Plan; (ii) the number of shares subject
to each outstanding Dealership Stock Option; (iii) the exercise price of each
outstanding Dealership Stock Option and (iv) the number of shares subject to
subsequently granted Dealership Stock Options. No adjustment shall be made upon
the issuance of shares of the Company's capital stock or securities convertible
into the Company's capital stock, either in connection with a direct sale or
upon the exercise of rights or to subscribe therefor, or upon the conversion of
shares or obligations of the Company convertible into such shares or other
securities.
AMENDMENT
The Company's Board of Directors may amend, modify or terminate the Plan
and any outstanding Dealership Stock Option at any time and in any respect.
Except with regard to the cancellation of a Dealership Stock Option upon
the consummation of a Cancellation Event where the Optionee's consent is
not required, the Board of Directors may not amend, modify or terminate
an outstanding Dealership Stock Option without the Optionee's consent if
such amendment, modification or termination materially impairs such outstanding
Dealership Stock Option.
PROCEEDS
The proceeds received by the Company from the sale of Shares will be used
for general corporate purposes.
LISTING
The Company has applied for a listing of the Shares on the New York Stock
Exchange, subject to official notice of issuance.
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FEDERAL INCOME TAX CONSEQUENCES
GENERAL
The federal tax information set forth below is based upon present
federal income tax laws and thus is subject to change when such laws
change. Moreover, this summary of tax consequences attempts to
paraphrase only the general rules and is not intended to be a complete
description of all tax effects from participation in the Plan.
GRANT OF DEALERSHIP STOCK OPTIONS
The grant of a Dealership Stock Option will not be taxable to the
recipient Optionee.
EXERCISE OF OPTION
Generally, upon the exercise of a Dealership Stock Option,
an Optionee will recognize ordinary compensation income at the
time of the exercise in an amount equal to the excess of the then
fair market value of the shares of Common Stock received over the
exercise price. Because participants in the Plan will not be
employees of the Company, there will be no withholding with
respect to such amount.
SALE OF SHARES AFTER EXERCISE
When shares of Common Stock received upon the exercise of a Dealership
Stock Option are subsequently sold or exchanged in a taxable transaction, the
Optionee generally will recognize capital gain (or loss) in the amount by which
the amount realized exceeds (or is less than) the fair market value of the
Common Stock on the date the Dealership Stock Option was exercised. Such capital
gain or loss will be long-term or short-term depending upon the Optionee's
holding period following the exercise of the Dealership Stock Option.
TAX CONSEQUENCES TO THE COMPANY
The Company will not be entitled to a deduction for federal income tax
purposes for the granting of any Dealership Stock Option. The Company will
generally be entitled to a deduction for federal income tax purposes when an
Optionee exercises a Dealership Stock Option in the same amount as the ordinary
income realized by the Optionee. All such deductions are subject to the usual
rules regarding the reasonableness of compensation.
INDIVIDUAL TAX CONSULTATION
In addition to the federal income tax consequences described above, the
acquisition, ownership or disposition of a Dealership Stock Option or shares
acquired upon the exercise of a Dealership Stock Option may have tax
consequences under various state or foreign laws that may be applicable to
certain Optionees. Since these tax consequences, as well as the federal income
tax consequences described above, may vary from Optionee to Optionee depending
upon the particular facts and circumstances involved, each Optionee should
consult its own tax advisor with respect to the federal income tax consequences
of the grant or exercise of an Option, and also with respect to any tax
consequences under applicable state or foreign law.
RESTRICTIONS ON RESALE
Shares of Common Stock acquired upon exercise of Dealership Stock Options
may be sold only in compliance with the registration requirements of the
Securities Act and applicable state securities laws or exemptions therefrom. The
Company has filed with the Commission a Registration Statement on Form S-3
registering under the Securities Act the issuance of the Dealership Stock
Options and the sale of the Shares issuable upon the exercise of Dealership
Stock Options (the "Registration Statement"). Consequently, under the federal
securities laws, persons not deemed to be affiliates of the Company within the
meaning of the Securities Act and applicable regulations promulgated
thereunder by the Commission may exercise Dealership Stock Options and resell
Shares under the
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<PAGE>
Securities Act without limitation as to either the quantity sold or the period
during which such stock was held, provided such Shares are acquired upon
exercise of a Dealership Stock Option while the Registration Statement under the
Securities Act covering the issuance of such Shares is in effect.
Persons who are "affiliates" of the Company may resell Shares under the
Securities Act only (i) in accordance with the provisions of Rule 144 of the
Securities Act promulgated by the Commission (exclusive of the two-year holding
period if such Shares are acquired upon exercise of a Dealership Stock Option
while the Registration Statement covering the issuance of such Shares is in
effect) or some other exemption from registration under the Securities Act, or
(ii) pursuant to an applicable, current and effective registration statement
under the Securities Act, including Form S-1 or Form S-3, but not including a
registration statement on Form S-8. As of the date of this prospectus, there is
no registration statement that registers sales of Shares by affiliates of the
Company.
An affiliate of the Company, as defined in Rule 405 promulgated by the
Commission, is a person that directly, or indirectly through one or more
intermediaries, controls or is controlled by, or is under common control with,
the Company. The determination of whether a person is an affiliate of the
Company is primarily a factual one based upon whether he possesses, directly or
indirectly, individually or in concert with others, the power to direct or cause
the direction of the management or policies of the Company, whether through the
ownership of voting stock, by executive position, by membership on the Company's
Board of Directors, by contract or otherwise. Therefore, each Optionee should
consult its legal counsel concerning whether it is an affiliate of the Company
and the attendant restrictions on the resale of Shares under the Securities Act.
LEGAL MATTERS
The validity of Dealership Stock Options and the Shares will be passed
upon for the Company by Jenkens & Gilchrist, a Professional Corporation,
Dallas, Texas.
EXPERTS
The consolidated balance sheets as of June 30, 1993 and 1992 and the
consolidated statements of income, retained earnings, and cash flows for each of
the three years in the period ended June 30, 1993, incorporated by reference in
this prospectus, have been incorporated herein in reliance on the report of
Coopers & Lybrand, independent accountants, given on the authority of that firm
as experts in accounting and auditing.
-9-
<PAGE>
NO PERSON HAS BEEN AUTHORIZED TO GIVE ANY INFORMATION OR TO MAKE ANY
REPRESENTATIONS OTHER THAN THOSE CONTAINED IN THIS PROSPECTUS, AND
IF GIVEN OR MADE, SUCH INFORMATION OR REPRESENTATION MUST NOT
BE RELIED UPON AS HAVING BEEN AUTHORIZED BY THE COMPANY. NEITHER
THE DELIVERY OF THIS PROSPECTUS NOR ANY SALE MADE HEREUNDER SHALL,
UNDER ANY CIRCUMSTANCES, CREATE AN IMPLICATION THAT THERE HAS BEEN NO
CHANGE IN THE AFFAIRS OF THE COMPANY SINCE THE DATE HEREOF OR THAT THE
INFORMATION CONTAINED HEREIN IS CORRECT AS OF ANY TIME SUBSEQUENT TO
ITS DATE. THIS PROSPECTUS DOES NOT CONSTITUTE AN OFFER TO SELL OR
A SOLICITATION OF AN OFFER TO BUY ANY SUCH SECURITIES OTHER THAN THE
REGISTERED SECURITIES TO WHICH IT RELATES. THIS PROSPECTUS DOES NOT
CONSTITUTE AN OFFER TO SELL OR A SOLICITATION OF AN OFFER TO BUY SUCH
SECURITIES IN ANY CIRCUMSTANCES IN WHICH SUCH OFFER OR SOLICITATION IS
UNLAWFUL.
TABLE OF CONTENTS
PAGE
----
AVAILABLE INFORMATION ..... 2
INCORPORATION OF CERTAIN
DOCUMENTS BY REFERENCE... 2
THE COMPANY................ 3
THE PLAN................... 4
FEDERAL INCOME TAX
CONSEQUENCES............... 8
RESTRICTIONS ON RESALE..... 8
LEGAL MATTERS.............. 9
EXPERTS.................... 9
1,500,000 SHARES OF COMMON
STOCK ISSUABLE UPON EXERCISE
OF DEALERSHIP STOCK OPTIONS
AND THE
ISSUANCE OF THE RELATED
DEALERSHIP STOCK OPTIONS
AMERICREDIT CORP.
PROSPECTUS
MARCH __, 1994
<PAGE>
PART II
INFORMATION NOT REQUIRED IN THE PROSPECTUS
ITEM 14. OTHER EXPENSES OF ISSUANCE AND DISTRIBUTION.
Expenses payable in connection with the distribution of the
securities being registered (estimated except for the
registration fee), substantially all of which will be borne by the
Company, are as follows:
<TABLE>
<S> <C>
Registration fee................................ $ 3,000
Legal fees and expenses......................... 7,500
Accounting fees and expenses.................... 3,000
Stock exchange listing fee...................... 1,500
Blue sky fees and expenses...................... 3,600
Miscellaneous expenses.......................... 1,000
-------
Total $19,600
</TABLE>
ITEM 15. INDEMNIFICATION OF DIRECTORS AND OFFICERS.
Article 2.02-1 of the Texas Business Corporation Act provides for
indemnification of directors and officers in certain circumstances. Reference is
also made to Article VIII of the Articles of Incorporation of the Company
included herein as Exhibit 4.1 and Article VIII of the Bylaws of the Company
included herein as Exhibit 4.2, each of which provides for broad indemnification
of directors and officers.
Reference is also made to Article IX of the Company's Articles of
Incorporation, contained in Exhibit 4.1 hereto, which eliminates the liabilities
of directors to the Company and its shareholders in certain circumstances.
ITEM 16. EXHIBITS
4.1 -- Articles of Incorporation of AmeriCredit Corp., as amended
to date (incorporated by reference to Exhibit 3.1 of the
registrant's Annual Report on Form 10-K for the fiscal
year ended June 30, 1993).
4.2 -- Bylaws of the registrant, as amended to date
(incorporated by reference to Exhibit 3.2 of registrant's
Annual Report on Form 10-K for the year ended June 30,
1993).
4.3* -- Dealership Stock Option Plan of AmeriCredit Corp.
4.4* -- Form of Dealership Stock Option Agreement under the
Dealership Stock Option Plan of AmeriCredit Corp.
4.5* -- Form of Dealership Participation Letter under the
Dealership Stock Option Plan of AmeriCredit Corp.
5.1* -- Opinion of Jenkens & Gilchrist, a Professional Corporation,
counsel for the Company, as to the validity of issuance of
the Dealership Stock Options and the Common Stock.
23.1* -- Consent of Jenkens & Gilchrist, a Professional Corporation
(to be included in the Opinion in Exhibit 5.1).
23.2* -- Consent of Coopers & Lybrand (included in this Part II).
24.1* -- Power of Attorney of certain officers and
directors (included on the initial signature page
hereto).
_______
* Filed herewith.
II-1
<PAGE>
ITEM 17. UNDERTAKINGS.
The undersigned registrant hereby undertakes:
(1) To file, during any period in which offers or sales are being made, a
post-effective amendment to this registration statement:
(i) To include any prospectus required by section 10(a)(3) of the
Securities Act of 1933;
(ii) To reflect in the prospectus any facts or events arising after
the effective date of the registration statement (or the most recent
post-effective amendment thereof) which, individually or in the aggregate,
represent a fundamental change in the information set forth in the
registration statement;
(iii) To include any material information with respect to the plan of
distribution not previously disclosed in the registration statement or any
material change to such information in the registration statement;
PROVIDED, HOWEVER, that paragraphs (1)(i) and (1)(ii) do not apply if the
information required to be included in a post-effective amendment by those
paragraphs is contained in periodic reports filed by the registrant pursuant to
section 13 or section 15(d) of the Securities Exchange Act of 1934 that are
incorporated by reference in the registration statement.
(2) That, for the purpose of determining any liability under the
Securities Act of 1933, each such post-effective amendment shall be deemed to be
a new registration statement relating to the securities offered therein, and the
offering of such securities at that time shall be deemed to be the initial bona
fide offering thereof.
(3) To remove from registration by means of a post-effective amendment
any of the securities being registered which remain unsold at the termination of
the offering.
Insofar as indemnification for liabilities arising under the Securities Act
of 1933 may be permitted to directors, offices and controlling persons of the
registrant pursuant to the foregoing provisions, or otherwise, the registrant
has been advised that in the opinion of the Securities and Exchange Commission
such indemnification is against public policy as expressed in the Act and is,
therefore, unenforceable. In the event a claim for indemnification against such
liabilities (other than the payment by the registrant of expenses incurred or
paid by a director, officer or controlling person of the registrant in the
successful defense of any action, suit or proceeding) is asserted by such
director, officer or controlling person in connection with the securities being
registered, the registrant will, unless in the opinion of its counsel the matter
has been settled by controlling precedent, submit to a court of appropriate
jurisdiction the question whether such indemnification by it is against public
policy as expressed in the Act and will be governed by the final adjudication of
such issue.
The undersigned registrant hereby undertakes that for purposes of
determining any liability under the Securities Act of 1933, each filing of the
registrant's annual report pursuant to Section 13(a) or Section 15(d) of the
Securities Exchange Act of 1934 that is incorporated by reference in this
Registration Statement shall be deemed to be a new registration statement
relating to the securities offered herein, and the offering of such securities
at that time shall be deemed to be the initial bona fide offering thereof.
II-2
<PAGE>
SIGNATURES
PURSUANT TO THE REQUIREMENTS OF THE SECURITIES ACT OF 1933, THE
REGISTRANT CERTIFIES THAT IT HAS REASONABLE GROUNDS TO BELIEVE THAT IT MEETS ALL
OF THE REQUIREMENTS FOR FILING ON FORM S-3 AND HAS DULY CAUSED THIS REGISTRATION
STATEMENT TO BE SIGNED ON ITS BEHALF BY THE UNDERSIGNED, THEREUNTO DULY
AUTHORIZED, IN THE CITY OF FORT WORTH, STATE OF TEXAS, ON MARCH 2, 1994.
AMERICREDIT CORP.
By: /s/ Clifton H. Morris, Jr.
---------------------------
CLIFTON H. MORRIS, JR.,
CHAIRMAN OF THE BOARD,
PRESIDENT AND CHIEF
EXECUTIVE OFFICER
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that each person whose signature
appears below hereby constitutes and appoints Clifton H. Morris, Jr. and
Chris A. Choate, and each of them, his true and lawful attorneys-in-fact and
agents, with full power of substitution and resubstitution, for him and in his
name, place and stead, in any and all capacities, to sign any and all amendments
(including post-effective amendments) to this registration statement, and to
file the same, with all exhibits thereto, and other documents in connection
therewith, with the Securities and Exchange Commission, granting unto said
attorneys-in-fact and agents full power and authority to do and perform each
and every act and thing requisite and necessary to be done, as fully to all
intents and purposes as he might or could do in person, hereby ratifying and
confirming all that said attorneys-in-fact and agents or their or his
substitute or substitutes, may lawfully do or cause to be done by virtue hereof.
PURSUANT TO THE REQUIREMENTS OF THE SECURITIES ACT OF 1933, THIS
REGISTRATION STATEMENT HAS BEEN SIGNED BY THE FOLLOWING PERSONS IN THE
CAPACITIES AND ON THE DATES INDICATED.
SIGNATURE CAPACITY DATE
--------- -------- ----
/s/ Clifton H. Morris, Jr. Chairman of the March 2, 1994
- -------------------------- Board, President
(Clifton H. Morris, Jr. and Chief Executive
Officer of the
Company
/s/ Daniel E. Berce Vice President, March 2, 1994
- ------------------- Chief Financial
(Daniel E. Berce) Officer,Treasurer
and Director of the
Company (Principal
Financial and
Accounting Officer)
/s/ Michael R. Barrington Vice President March 2, 1994
- ------------------------- and Director of
(Michael R. Barrington) the Company
- ---------------------- Director of the ____________, 1994
(James H. Greer) Company
II-3
<PAGE>
SIGNATURE CAPACITY DATE
--------- -------- ----
/s/ Gerald W. Haddock Director of the March 2, 1994
- --------------------- Company
(Gerald W. Haddock)
/s/ Kenneth H. Jones, Jr. Director of the March 2, 1994
- ------------------------- Company
(Kenneth H. Jones, Jr.)
II-4
<PAGE>
CONSENT OF INDEPENDENT PUBLIC ACCOUNTANTS
We consent to the incorporation by reference in this
registration statement on Form S-3 of our report dated August 11,
1993, on our audit of the financial statements of AmeriCredit
Corp. as of June 30, 1993. We also consent to the reference to
our firm under the caption "Experts."
COOPERS & LYBRAND
Fort Worth, Texas,
March 8, 1994
II-5
<PAGE>
EXHIBIT INDEX
SEQUENTIALLY
EXHIBIT DOCUMENT DESCRIPTION NUMBERED
NUMBER PAGE
------- -----------
4.1 -- Articles of Incorporation of AmeriCredit
Corp., as amended to date (incorporated by
reference to Exhibit 3.1 of the registrant's
Annual Report on Form 10-K for the fiscal year
ended June 30, 1993).
4.2 -- Bylaws of the registrant, as amended to date
(incorporated by reference to Exhibit 3.2 of
registrant's Annual Report on Form 10-K for
the year ended June 30, 1993).
4.3* -- Dealership Stock Option Plan of AmeriCredit __
Corp.
4.4* -- Form of Dealership Stock Option Agreement
under the Dealership Stock Option Plan of __
AmeriCredit Corp.
4.5* -- Form of Dealership Participation Letter under
the Dealership Stock Option Plan of __
AmeriCredit Corp.
5.1* -- Opinion of Jenkens & Gilchrist, a Professional
Corporation, counsel for the Company, as to
the validity of issuance of the Dealership __
Stock Options and the Common Stock.
23.1* -- Consent of Jenkens & Gilchrist, a Professional
Corporation (to be included in the Opinion in
Exhibit 5.1).
23.2* -- Consent of Coopers & Lybrand (included in this
Part II).
24.1* -- Power of Attorney of certain officers and
directors (included on the initial signature
page hereto).
_______________
* Filed herewith.
<PAGE>
EXHIBIT 4.3
<PAGE>
DEALERSHIP STOCK OPTION PLAN
OF
AMERICREDIT CORP.
SECTION 1. PURPOSE.
The purpose of the Dealership Stock Option Plan of AmeriCredit Corp.
(the "PLAN") is to provide an additional incentive to automobile
dealerships to refer business to the Company. In furtherance of this
purpose, the Plan authorizes the granting of nonqualified stock options to
certain automobile dealerships that become a part of the Company's network of
referring automobile dealerships (the "DEALERSHIP NETWORK") and thereafter
based on the amount of business referred to the Company by such automobile
dealerships.
SECTION 2. DEFINITIONS.
As used herein, the following terms shall have the meaning indicated:
(A) "AGREEMENT" shall mean the agreement between the Company
and the Optionee that evidences the Option.
(B) "BUSINESS DAY" shall mean (i) if the Common Stock trades
on a national exchange, any day that the national exchange on which the
Common Stock trades is open or (ii) if the Common Stock does not trade
on a national exchange, any day that commercial banks in the City of New
York are open.
(C) "BOARD" shall mean the Board of Directors of the
Company.
(D) "COMMON STOCK" shall mean the Common Stock, par value
one cent ($0.01) per share, of the Company.
(E) "COMPANY" shall mean AmeriCredit Corp., a Texas
corporation, and its wholly owned subsidiaries.
(F) "CONTRACT" shall mean a motor vehicle installment sales
contract assigned to and purchased by the Company from an Eligible
Dealership.
(G) "DATE OF GRANT" shall mean the date on which an Option
is granted to an Eligible Person pursuant to SUBSECTIONS 6(B) and
6(C) hereof.
(H) "DEALERSHIP" shall mean a business that sells
automobiles to the general public.
(I) "DEALERSHIP PARTICIPATION LETTER" shall mean a letter
between the Company and a Dealership substantially in a form approved by
the Plan Administrator and as such
<PAGE>
letter may be supplemented by the Dealership from time to time (but not
any more frequently than once every calendar quarter).
(J) "DESIGNEE" shall mean such persons or persons, if any,
designated by an Eligible Dealership in its Dealership Participation
Letter, as such letter may be supplemented from time to time (but not
any more frequently than once every calendar quarter), to receive
Dealership Stock Options on behalf of such Eligible Dealership.
(K) "DIRECTOR" shall mean a member of the Board.
(L) "EFFECTIVE DATE" shall mean the effective date of the
Registration Statement on Form S-3 registering the issuance of Options
and the sale of Shares upon the exercise of Options.
(M) "ELIGIBLE DEALERSHIP" shall mean a Dealership that
executes, during the term of this Plan, a Dealership Participation
Letter and all other eligibility documents that may be required by the
Plan Administrator.
(N) "EXCHANGE ACT" shall mean the Securities Exchange Act
of 1934, as amended.
(O) "FAIR MARKET VALUE" shall mean:
(I) If Shares are listed on a national securities
exchange at the date of determining the Fair Market Value,
(A) The closing sales price on such exchange on the
Date of Grant as reported in any newspaper of general
circulation, or
(B) If the Shares shall not have traded on such
exchange on such date, the closing sales price on such
exchange on the next Business Day prior thereto as reported
in any newspaper of general circulation; or
(II) If Shares shall not be listed as provided in
SUBSECTION 2(O)(I), a value determined by any fair and
reasonable means prescribed by the Plan Administrator.
(P) "GRANT DETERMINATION DATE" shall mean each March 31, June
30, September 30 and December 31 during the term of this Plan.
(Q) "INTERNAL REVENUE CODE" or "CODE" shall mean the
Internal Revenue Code of 1986 as it now exists or may be amended from
time to time and the rules thereunder.
2
<PAGE>
(R) "NONQUALIFIED STOCK OPTION" shall mean a stock option
that is not an incentive stock option as defined in Section 422 of the
Internal Revenue Code.
(S) "OPTION" (when capitalized) shall mean any stock
option granted under this Plan.
(T) "OPTIONEE" shall mean an Eligible Dealership or its
Designee to whom an Option is granted under this Plan.
(U) "PLAN" shall mean this Dealership Stock Option Plan of
AmeriCredit Corp.
(V) "PLAN ADMINISTRATOR" shall mean the person or persons
administering the Plan as provided in SECTION 4.
(W) "SHARE(S)" shall mean a share or shares of the Common
Stock.
SECTION 3. TOTAL AGGREGATE SHARES.
Subject to adjustments provided in SECTION 13 hereof, a total of one
million five hundred thousand (1,500,000) Shares shall be subject to the Plan.
The Shares subject to the Plan shall consist of unissued Shares or previously
issued Shares reacquired and held by the Company and such number of Shares
shall be and hereby is reserved for sale for such purpose. Any of such Shares
that may remain unsold and that are not subject to outstanding Options at the
termination of the Plan shall cease to be reserved for the purpose of the
Plan, but until termination of the Plan, the Company shall at all times
reserve a sufficient number of Shares to meet the requirements of the Plan.
Should any Option expire, terminate, or be canceled or surrendered prior to
its exercise in full, the Shares theretofore subject to such Option may again
be the subject of an Option under the Plan.
SECTION 4. ADMINISTRATION OF THE PLAN.
(A) The Plan shall be administered by the Chief Executive Officer of
the Company or any officer or officers of the Company or any subsidiary
designated by the Chief Executive Officer (herein the term "PLAN
ADMINISTRATOR" shall refer to whoever is administering this Plan from time
to time).
(B) Subject to the express provisions of this Plan, the Plan
Administrator shall have the authority, in its sole and absolute discretion
(i) to adopt, amend and rescind administrative and interpretive rules and
regulations relating to the Plan; (ii) to determine the terms and provisions
of the respective Agreements (which need not be identical); provided, however,
such terms and provisions shall not be inconsistent with this Plan; (iii) to
construe the terms of any Agreement and the Plan; (iv) as provided in
SUBSECTION 12(A), upon certain events to make appropriate adjustments to the
exercise price and number of Shares subject to outstanding Options, the number
of Shares reserved under the Plan and the number of Shares subject to Options
granted subsequently; and (v) to make all other determinations and perform all
other
3
<PAGE>
acts necessary or advisable for administering the Plan, including the
delegation of such ministerial acts and responsibilities as the Plan
Administrator deems appropriate. The Plan Administrator may correct any
defect or supply any omission or reconcile any inconsistency in the Plan or in
any Agreement in the manner and to the extent it shall deem expedient to carry
it into effect, and it shall be the sole and final judge of such expediency.
The Plan Administrator shall have full discretion to make all determinations
on the matters referred to in this SUBSECTION 4(B), and such determinations
shall be final, binding and conclusive.
SECTION 5. TYPE OF OPTIONS.
All Options granted under the Plan shall be Nonqualified Stock Options.
SECTION 6. AUTOMATIC GRANT OF OPTIONS.
(A) Options shall be granted only to Eligible Dealerships or
their Designees. Each Option shall be evidenced by an Agreement, which
shall contain such terms as the Plan Administrator deems advisable and
that are not inconsistent with this Plan or applicable laws. The Plan
Administrator shall deliver Agreements to evidence Options granted
hereunder within a reasonable period following such Option's Date of
Grant. Such Option shall be issued in the name of the Eligible
Dealership or its Designee.
(B) An Option shall automatically be granted to an Eligible
Dealership or its Designee on the date the Eligible Dealership executes
its Dealer Participation Letter. The Plan Administrator in its sole
discretion shall determine the total number of Shares that such Option
may purchase. The date the Eligible Dealership executes its Dealer
Participation Letter shall be such Option's Date of Grant.
(C) Options shall automatically be granted to each Eligible
Dealership or its Designee on each Grant Determination Date as follows:
(I) If an Eligible Dealership sold to the Company
less than 25 Contracts during the calendar quarter ending on the
Grant Determination Date, the Eligible Dealership or its Designee
shall be awarded no Options on such Grant Determination Date;
(II) If an Eligible Dealership sold to the Company
from 25 to 50 Contracts during the calendar quarter ending on the
Grant Determination Date, the Eligible Dealership or its Designee
shall receive on the Grant Determination Date an Option
exercisable for such number of Shares as is the result of the
number of Contracts sold to the Company by such Eligible
Dealership during such quarter multiplied by 150 and divided by
the Fair Market Value of a Share on the Grant Determination Date;
or
(III) If an Eligible Dealership sold to the Company
over 50 Contracts during the calendar quarter ending on the Grant
Determination Date,
4
<PAGE>
the Eligible Dealership or its Designee shall receive on the Grant
Determination Date an Option exercisable for such number of Shares
as is the product of (X) the number of Contracts sold to the
Company by such Eligible Dealership during such quarter, less 25,
and (Y) 300 divided by the Fair Market Value of a Share on the
Grant Determination Date.
All such results shall be rounded to the nearest whole Share. The Date
of Grant of an Option awarded pursuant to SUBSECTIONS 6(B)(II) or
(III) shall be the respective Grant Determination Date. The Plan
Administrator shall have full discretion as to the date when a Contract
is sold to the Company.
SECTION 7. EXERCISE PRICE.
The exercise or option price of each Share issuable upon exercise of an
Option shall be the Fair Market Value of such Share on the Date of Grant.
SECTION 8. EXERCISE OF OPTIONS.
(A) An Option shall be fully exercisable on its Date of Grant.
An Option may be exercised at any time and from time to time during the
term of such Option, in whole or in part but with regard to whole Shares
only. No fractions of Shares will be issued upon the exercise of an
Option.
(B) Options may be exercised solely by the Optionee and may not
be assigned or hypothecated in any manner.
(C) An Option shall be deemed exercised when: (i) the Company
has received written notice of such exercise delivered to the Company in
accordance with the notice provisions of the applicable Agreement; and
(ii) full payment of the aggregate exercise price of the Shares as to
which the Option is exercised has been tendered to the Company.
(D) The exercise price of any Shares purchased shall be paid
solely in cash, by certified or cashier's check, or by money order or in
the discretion of the Plan Administrator or an employee of the Company
designated by the Plan Administrator, by personal check.
(E) The Optionee shall not be, nor have any of the rights or
privileges of, a shareholder of the Company with respect to any Shares
purchasable upon the exercise of any part of an Option unless and until
certificates representing such Shares shall have been issued by the
Company to the Optionee.
5
<PAGE>
SECTION 9. TERMINATION OF OPTION PERIOD.
(A) The unexercised portion of an Option shall automatically and
without notice terminate and become null and void and be forfeited upon
the third anniversary of its Date of Grant.
(B) The Plan Administrator, in its sole discretion, may, by
giving written notice to an Optionee ("Cancellation Notice"), cancel any
portion of an Option that remains unexercised on the date (the
"Cancellation Date") of the consummation of any of the following
(collectively, a "Cancellation Event"): (i) any transaction (which
shall include a series of transactions occurring within 60 days or
occurring pursuant to a plan), that has the result that shareholders of
the Company immediately before such transaction cease to own at least
51% of (x) the voting stock of the Company or (y) of any entity that
results from the participation of the Company in a reorganization,
consolidation, merger, liquidation or any other form of corporate
transaction; (ii) a merger, consolidation, reorganization, liquidation
or dissolution in which the Company does not survive; or (iii) a sale,
lease, exchange or other disposition of all or substantially all the
property and assets of the Company. Such Cancellation Notice shall be
given to an Optionee at least thirty (30) days prior to the Cancellation
Date, and may be given either before or after shareholder approval of
the Cancellation Event. If a Cancellation Event is not consummated, any
Cancellation Notice with regard to such Cancellation Event shall be of
no effect.
SECTION 10. TERMS OF OPTION.
Subject to earlier termination as provided in SUBSECTION 9(B), each
Option granted under this Plan shall have a term of three (3) years from the
Date of Grant of such Option.
SECTION 11. ASSIGNABILITY OF OPTIONS.
Options may not be transferred, assigned or hypothecated after their
grant and any attempt to transfer, assign or hypothecate shall cause such
Option to become null and void. Options may be exercised solely by the
Optionee.
SECTION 12. ADJUSTMENTS.
(A) If at any time there shall be an 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 appropriate
proportional adjustment shall be made in the number of Shares (and with
respect to outstanding Options, the exercise price per Share): (i)
subject to outstanding Options; (ii) reserved under the Plan; and (iii)
subject to Options granted subsequently. In the event of a dispute
concerning such adjustment, the Plan Administrator has full discretion
to determine the resolution of such dispute. Such determination shall
be final, binding and conclusive.
6
<PAGE>
(B) In the event of a merger, consolidation or other
reorganization of the Company under the terms of which the Company is
not the surviving corporation, but the surviving corporation elects to
assume an Option, the respective Agreement and this Plan, the Optionee
shall be entitled to receive, upon the exercise of such Option, with
respect to each Share issuable upon exercise of such Option, the number
of shares of stock of the surviving corporation (or equity interest in
any other entity) and any other notes, evidences of indebtedness or
other property that Optionee would have received in connection with such
merger, consolidation or other reorganization had it exercised the
Option with respect to such Share immediately prior to such merger,
consolidation or other reorganization.
(C) Except as otherwise expressly provided herein, the issuance
by the Company 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 Company convertible into such shares or other
securities, shall not affect, and no adjustment by reason thereof shall
be made with respect to, the number of or exercise price of Shares then
subject to outstanding Options granted under the Plan.
(D) Without limiting the generality of the foregoing, the
existence of outstanding Options granted under the Plan shall not affect
in any manner the right or power of the Company to make, authorize or
consummate: (i) any or all adjustments, recapitalizations,
reorganizations or other changes in the Company's capital structure or
its business; (ii) any merger or consolidation of the Company; (iii) any
issuance by the Company of debt securities or preferred or preference
stock that would rank above the Shares subject to outstanding Options;
(iv) the dissolution or liquidation of the Company; (v) any sale,
transfer or assignment of all or any part of the assets or business of
the Company; or (vi) any other corporate act or proceeding, whether of a
similar character or otherwise.
SECTION 13. PURCHASE FOR INVESTMENT.
As a condition of any issuance of a stock certificate for Shares upon
the exercise of an Option, the Plan Administrator may obtain such agreements
or undertakings, if any, as it may deem necessary or advisable to assure
compliance with any provision of this Plan or any law or regulation,
including, but not limited to, the following:
(A) a representation and warranty by the Optionee to the Company
at the time his Option is exercised 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
(B) a representation, warranty or agreement to be bound by any
legends that are, in the opinion of the Plan Administrator, necessary or
appropriate to comply with the provisions of any securities law deemed
by the Plan Administrator to be applicable
7
<PAGE>
to the issuance of the Shares and are endorsed upon the certificates
representing the Shares.
SECTION 14. AMENDMENT, MODIFICATION, SUSPENSION OR DISCONTINUANCE OF
THIS PLAN.
The Board may amend, modify or terminate the Plan and any outstanding
Options at any time and in any respect. The Board may not, however, amend,
modify or terminate an outstanding Option without the Optionee's consent if
such amendment, modification or termination materially impairs such
outstanding Option. In any event, the Board may amend, modify or terminate an
outstanding Option without the Optionee's consent as provided in SUBSECTION
9(B).
SECTION 15. GOVERNMENTAL REGULATIONS.
This Plan, and the granting of Options and the exercise of Options
hereunder and the obligation of the Company to sell and deliver Shares under
such Options shall be subject to all applicable laws, rules and regulations,
and to such approvals by any governmental agencies or national securities
exchanges as may be required.
SECTION 16. MISCELLANEOUS.
(A) The proceeds received by the Company from the sale of Shares
pursuant to Options shall be used for general corporate purposes.
(B) Neither the members of the Board nor any Plan Administrator
shall be liable for any act, omission, or determination taken or made in
good faith with respect to the Plan or any Option granted under it, and
members of the Board and the Plan Administrator shall be entitled to
indemnification and reimbursement by the Company in respect of any
claim, loss, damage, or expense (including attorneys' fees, the costs of
settling any suit (provided such settlement is approved by independent
legal counsel selected by the Company) and amounts paid in satisfaction
of a judgment, except a judgment based on a finding of bad faith)
arising from such claim, loss, damage, or expense to the full extent
permitted by law and under any directors' and officers' liability or
similar insurance coverage that may from time to time be in effect.
(C) Any payment of cash or any issuance or transfer of Shares to
the Optionee, in accordance with the provisions of the Plan, shall, to
the extent thereof, be in full satisfaction of all claims of such
persons under the Plan. The Plan Administrator may require any Optionee
as a condition precedent to such payment or issuance or transfer of
Shares, to execute a release and receipt for such payment or issuance or
transfer of Shares in such form as it shall determine.
(D) Neither the Plan Administrator nor the Company guarantees
Shares from loss or depreciation.
8
<PAGE>
(E) All expenses incident to the administration, termination, or
protection of the Plan, including, but not limited to, legal and
accounting fees, shall be paid by the Company; provided, however, the
Company may recover any and all damages, fees, expenses and costs
arising out of any actions taken by the Company to enforce its rights
under the Plan, a Dealership Participation Letter or an Agreement.
(F) Records of the Company shall be conclusive for all purposes
under the Plan, unless determined by the Plan Administrator to be
incorrect.
(G) The Company shall, upon request or as may be specifically
required under the Plan, furnish or cause to be furnished all of the
information or documentation that is necessary or required by the Plan
Administrator to perform its duties and functions under the Plan.
(H) The Company assumes no liability to the Optionee for any act
of, or failure to act on the part of, the Plan Administrator.
(I) Any action required of the Company relating to the Plan
shall be by resolution of its Board or act of the Plan Administrator.
(J) If any provision of this Plan is held to be illegal or
invalid for any reason, the illegality or invalidity shall not affect
the remaining provisions of the Plan, but such provision shall be fully
severable, and the Plan shall be construed and enforced as if the
illegal or invalid provision had never been included in the Plan.
(K) Whenever any notice is required or permitted under the Plan,
such notice must be in writing and personally delivered or sent by mail
or next day delivery by a nationally recognized courier service. Any
notice required or permitted to be delivered under this Agreement shall
be deemed to be delivered on the date on which it is personally
delivered, or, if mailed, whether actually received or not, on the third
Business Day after it is deposited in the United States mail, certified
or registered, postage prepaid, addressed to the person who is to
receive it at the address which such person has previously specified by
written notice delivered in accordance with this SUBSECTION 16(K) or,
if by courier, twenty-four (24) hours after it is sent, addressed as
described in this SUBSECTION 16(K). The Company or an Optionee may
change, at any time and from time to time, by written notice to the
other, the address which it or he had previously specified for receiving
notices. Until changed in accordance with the Plan, the Company and
each Optionee shall specify as its and his address for receiving notices
the address set forth in the Agreement pertaining to the Shares to which
such notice relates.
(L) Any person entitled to notice under the Plan may waive such
notice.
9
<PAGE>
(M) The Plan shall be binding upon the Optionee, its successors
and permitted assigns, upon the Company, its successors and assigns, and
upon the Board and the Plan Administrator and their successors and
assigns.
(N) The titles and headings of Sections are included for
convenience of reference only and are not to be considered in
construction of the Plan's provisions.
(O) All questions arising with respect to the provisions of
the Plan shall be determined by application of the laws of the State of
Texas except to the extent Texas law is preempted by federal law or the
corporate law of the state of the Company's incorporation. Questions
arising with respect to the provisions of an Agreement that are matters
of contract law shall be governed by the laws of the state specified in
the Agreement, except to the extent preempted by federal law and except
to the extent that the corporate law where the Company is incorporated
conflicts with the contract law of such state, in which event such
corporate law shall govern. The obligation of the Company to sell and
deliver Shares under the Plan is subject to applicable laws and to the
approval of any governmental authority required in connection with the
authorization, issuance, sale, or delivery of such Shares.
(P) Words used in the masculine shall apply to the feminine
where applicable, and wherever the context of this Plan dictates, the
plural shall be read as the singular and the singular as the plural.
SECTION 17. EFFECTIVE DATE AND TERMINATION DATE.
The Effective Date of the Plan is the effective date of the Registration
Statement on Form S-3 of the Company relating to the issuance of Options and
the offering of Shares. This Plan shall terminate on the tenth (10th)
anniversary of the Effective Date.
ADOPTED BY THE BOARD OF DIRECTORS: March 2, 1994
AMERICREDIT CORP.
By:
----------------------------
CHRIS A. CHOATE
SECRETARY
10
<PAGE>
EXHIBIT 4.4
<PAGE>
THE OPTIONS EVIDENCED BY THIS OPTION AGREEMENT ARE NONTRANSFERABLE
DEALERSHIP STOCK OPTION AGREEMENT FOR THE
DEALERSHIP STOCK OPTION PLAN
OF AMERICREDIT CORP.
___________
This Option Agreement (the "OPTION AGREEMENT") evidences
nonqualified stock options ("OPTIONS") exercisable for a total of
____________ (__,___) shares of common stock, par value $0.01 per share
("COMMON STOCK"), of AmeriCredit Corp., a Texas corporation (the
"COMPANY"), that are hereby granted to
_____________________________________________________
(the "OPTIONEE"), at the price determined as provided in, and in all
respects subject to the terms, definitions and provisions of, the Dealership
Stock Option Plan of AmeriCredit Corp. (the "PLAN"), which is incorporated
herein by reference. Unless otherwise defined herein, capitalized terms shall
have the same meaning as terms defined in the Plan.
SECTION 1. EXERCISE PRICE. The exercise price is $_________ for
each share of Common Stock subject to the Options, which price is the Fair
Market Value (as defined in the Plan) of a share of Common Stock on the Date
of Grant of the Options.
SECTION 2. TYPE OF OPTIONS. The Options are nonqualified stock
options and, therefore, are not entitled to the tax treatment of incentive
stock options as defined in Section 422 of the Internal Revenue Code of 1986,
as amended.
SECTION 3. EXERCISE OF OPTIONS. The Options are fully exercisable
on or after their Date of Grant. The Options may be exercised at any time and
from time to time during their term, in whole or in part, but with regard to
whole shares only. No fractions of shares will be issued upon the exercise of
any Options. The Options may be exercised on or after their Date of Grant as
follows:
(A) METHOD OF EXERCISE. The Options shall be exercisable by a
written notice substantially in the form of EXHIBIT A attached hereto and
delivered to the Company, which notice shall:
(I) state the election to exercise Options and the number
of shares with respect to which they are being exercised; and
(II) be signed by the person or persons entitled to
exercise the Options and, if the Options are being exercised by
any person or persons other than the Optionee, be accompanied by
proof, satisfactory to the Company, of the right of such person or
persons to exercise the Options.
<PAGE>
(B) PAYMENT. Payment of the purchase price of any shares with
respect to which Options are being exercised shall be by cash, certified or
bank cashier's check, money order, or in the discretion of the Plan
Administrator (as defined in the Plan) or an employee of the Company
designated by the Plan Administrator, by personal check. Such payment must be
delivered to the Company and the exercise shall not be effective until such
payment is made. The certificate or certificates for shares of Common Stock
as to which Options are exercised shall be registered in the name of the
person or persons exercising such Options.
(C) TAXES. The Optionee shall make satisfactory arrangements
for the payment of any amounts necessary for applicable federal or state
income tax laws.
(D) RESTRICTIONS ON EXERCISE.
(I) Options may not be exercised if the issuance of the
shares upon such exercise would constitute a violation of any
applicable federal or state securities or other law or valid
regulation. As a condition to the exercise of Options, the
Company may require the person exercising Options to make any
agreements and undertakings that may be required by any applicable
law or regulation.
(II) Shares issued upon the exercise of Options without
registration of such shares under the Securities Act of 1933, as
amended (the "ACT"), shall be restricted securities subject to
the terms of Rule 144 under the Act. The certificates
representing any such shares shall bear an appropriate legend
restricting transfer and the transfer agent of the Company shall
be given stop transfer instructions with respect to such shares.
(E) SURRENDER OF OPTION AGREEMENT. Upon exercise of any
Options, if requested by the Company, the Optionee shall deliver this Option
Agreement and any other written agreements executed by the Company and the
Optionee with respect to Options to the Company, which shall endorse or cause
to be endorsed on the Option Agreement a notation of such exercise and return
all agreements to the Optionee.
SECTION 4. NONTRANSFERABILITY OF OPTIONS. Options shall not be
assignable or otherwise transferable or hypothecated in any manner. If
Options are transferred, assigned or hypothecated, they shall immediately
become null and void. Options shall be binding upon the Optionee, its
successors, permitted assigns or heirs. Options may be exercised solely by
the Optionee.
SECTION 5. TERM OF OPTIONS. Options may not be exercised after the
expiration of three (3) years from their Date of Grant and are subject to
earlier cancellation at any time, in whole or in part, upon ten days' written
notice by the Company to the Optionee. Options may be exercised during such
times only in accordance with the Plan and the terms of this Option Agreement.
<PAGE>
SECTION 6. LAW GOVERNING. THIS OPTION AGREEMENT IS INTENDED TO BE
PERFORMED IN THE STATE OF TEXAS AND SHALL BE CONSTRUED AND ENFORCED IN
ACCORDANCE WITH AND GOVERNED BY THE LAWS OF SUCH STATE.
Date of Grant: AMERICREDIT CORP.
--------------
By
--------------------------
--------------------------
The Optionee acknowledges receipt of a copy of the Plan, and represents
that it is familiar with the terms and provisions thereof, and hereby accepts
the Options subject to all the terms and provisions of the Plan and this
Option Agreement. The Optionee hereby agrees to accept as binding, conclusive
and final all decisions or interpretations of the Plan Administrator (as
defined in the Plan) upon any questions arising under the Plan or this Option
Agreement.
---------------------------
OPTIONEE
<PAGE>
EXHIBIT A
FORM OF EXERCISE NOTICE
AmeriCredit Corp.
200 Bailey Avenue
Fort Worth, Texas 76107
Attention: Secretary
RE: EXERCISE OF DEALERSHIP STOCK OPTION GRANTED UNDER THE DEALERSHIP
STOCK OPTION PLAN OF AMERICREDIT CORP.
Ladies and Gentlemen:
The undersigned, the holder of the attached Dealership Stock Options
granted under the Dealership Stock Option Plan of AmeriCredit Corp., hereby
irrevocably elects to exercise such Options for ______ shares (the "Shares")
of the common stock, par value $0.01 per share, of AmeriCredit Corp, a Texas
corporation, herewith makes payment of $___________ therefor, and requests
that the certificates for the Shares be issued in the undersigned's name and
delivered to the undersigned at the following address:
_______________________
_______________________
_______________________
_______________________
Dated:
----------------- ------------------------------------------
(Signature must conform to the name of the
Optionee as specified on the face of the
Option Agreement evidencing the Options.
When signing as attorney, executor,
administrator, trustee or guardian, please
give full title as such. If a
corporation, please sign in full corporate
name by the president or other authorized
officer. If a partnership, please sign in
partnership name by authorized person.)
<PAGE>
EXHIBIT 4.5
<PAGE>
[FORM OF DEALERSHIP PARTICIPATION LETTER]
[AMERICREDIT CORP. LETTERHEAD]
[Date]
[Name of Dealer & Address]
Dear [Name of Dealer]:
I often think about how AmeriCredit Corp. could become more profitable
and, as a result, increase the market price of its stock. Creating
shareholder value through increased profitability is my key responsibility as
Chairman of the Company, and is also very important to me personally because I
am a shareholder. My obvious conclusion for AmeriCredit's increased
profitability is more bookings of secondary finance contracts from you, our
dealer customer.
I have an idea that could make you AmeriCredit's partner in the creation
of shareholder value if we did more business together. Like other publicly
traded companies, AmeriCredit grants stock options to its directors, officers
and key employees in order to provide an attractive pay incentive and align
their interests with those of the shareholders. If stock options are good for
AmeriCredit's people, why wouldn't stock options be good for our [customers or
partners], the dealers?
After reviewing this concept with our Board of Directors and other
corporate advisors, we concluded that the idea of offering stock options to
our dealer base was sound and should be implemented as soon as possible. We
have, therefore, created the "Dealership Stock Option Plan." We are pleased
to enclose a prospectus which describes the plan, as well as a copy of the
plan itself.
The key features of the plan are:
1. Options granted under the plan are in addition to the normal and
usual terms of our current programs to purchase contracts from
you.
2. Grants are automatic and made quarterly based on the volume of
contracts we purchase from you during each calendar quarter.
3. Your exercise price for the option shares is fixed for three years
(the term of the option) and is based on the closing price of
AmeriCredit's common stock (traded
<PAGE>
on the New York Stock Exchange under the symbol "ACF") on the date
of the grant.
4. There is no cost to you until such time as you exercise your
options -- which you would not do unless you had a gain. Some
brokerage firms may even be able to provide you with "cashless"
exercise programs for your options.
5. There are no tax consequences to you until such time as you choose
to exercise your options.
After the initial sign-up option grant, which is being made in
consideration for your already being our [customer or partner], you will earn
additional options based on the formula explained in the enclosed prospectus.
Obviously, we cannot guarantee a gain on your options since we don't know what
the future holds relative to our stock price, but at least you and I will have
the same interest in working together to increase that price.
If you wish to participate in the Dealership Stock Option Plan, please
complete and sign the acknowledgement below and return it to [AmeriCredit
representative]. We also must have an Automobile Dealer Retail Purchase
Agreement on file. If you have any questions about the plan, please call
[AmeriCredit representative] at [phone number].
We hope you are as excited about AmeriCredit's potential as we are and
we appreciate the continued opportunity to be your partner.
With kindest personal regards,
2
<PAGE>
The undersigned, individually and on behalf of ,
-----------------------
[Name of Dealership]
acknowledges and agrees that the undersigned has received a copy of the
Dealership Stock Option Plan and the Prospectus related to such Plan, that the
undersigned has reviewed the copies of the Prospectus and the Plan provided
and understands all provisions therein and agrees to be bound by all terms and
conditions thereof. The undersigned also agrees that the options to be
granted under the Dealership Stock Option Plan will be issued in the name of
the dealership as optionee unless a different option recipient is designated
below (the option recipient may be changed once each calendar quarter by
providing written notice of the change to AmeriCredit).
Signature:
--------------------------------
Print Name:
--------------------------------
Title:
--------------------------------
Date:
--------------------------------
Designation of Option
Recipient (if other
than Dealership):
--------------------------------
3
<PAGE>
EXHIBIT 5.1
<PAGE>
[JENKENS & GILCHRIST LETTERHEAD]
March 11, 1994
AmeriCredit Corp.
777 Taylor, Suite 800
Fort Worth, Texas 76102
RE: AMERICREDIT CORP.
REGISTRATION STATEMENT ON FORM S-3
Ladies and Gentlemen:
This firm has acted as counsel to AmeriCredit Corp., a Texas corporation
(the "Company"), in connection with the preparation of the Registration
Statement on Form S-3 (the "Registration Statement") to be filed with the
Securities and Exchange Commission on March 14, 1994, under the Securities Act
of 1933, as amended (the "Securities Act"), relating to 1,500,000 shares (the
"Shares") of the Company's common stock, par value $0.01 per share (the
"Common Stock"), that may be issued by the Company upon the exercise of up to
1,500,000 Dealership Stock Options (the "Dealership Stock Options") to be
granted under the Dealership Stock Option Plan of AmeriCredit Corp. (the
"Plan") and the issuance of 1,500,000 Dealership Stock Options under the Plan.
You have requested the opinion of this firm with respect to certain
legal aspects of the proposed offering. In connection therewith, this firm
has examined and relied upon the original, or copies identified to our
satisfaction, of (1) the Company's Articles of Incorporation and the bylaws of
the Company, as amended; (2) minutes and records of the corporate proceedings
of the Company with respect to the establishment of the Plan, the issuance of
the Dealership Stock Options pursuant to the Plan, the issuance of the Shares
upon exercise of Dealership Stock Options and related matters; (3) the
Registration Statement and exhibits thereto, including the Plan; and (4) such
other documents and instruments as this firm has deemed necessary for the
expression of these opinions. In making the foregoing examinations, this firm
has assumed the genuineness of all signatures and the authenticity of all
documents submitted to this firm as originals, and the conformity to original
documents of all documents submitted to this firm as certified or photostatic
copies. As to various questions of fact material to this opinion letter, and
as to the content and form of the Articles of Incorporation, the bylaws,
minutes, records, resolutions and other documents or writings of the Company,
this firm has relied, to the extent it deems reasonably appropriate, upon
representations or certificates of officers or directors of
<PAGE>
Page 2
the Company and upon documents, records and instruments furnished to this firm
by the Company, without independent check or verification of their accuracy.
Based upon our examination, consideration of, and reliance on the
documents and other matters described above, this firm is of the opinion that:
(1) the Director Stock Options, upon their issuance, will be duly authorized
and validly issued;
(2) the Shares, upon their issuance, will be duly authorized, validly
issued, fully paid and nonassessable shares of Common Stock of the Company.
The opinions expressed in this Opinion Letter assume that (1) the
Dealership Stock Options are issued in accordance with the Plan, (2) the
Shares are issued in accordance with the Plan and the applicable option
agreement for the Dealership Stock Options being exercised and pursuant to
which such Shares are being issued and (3) each exercise price for the
Dealership Stock Options is not less than the par value per share of the
Common Stock.
This firm hereby consents to the filing of this opinion letter as an
exhibit to the Registration Statement and to references to our firm included
in or made a part of the Registration Statement. In giving this consent, this
firm does not admit that it comes within the category of person whose consent
is required under Section 7 of the Securities Act or the Rules and Regulations
of the Securities and Exchange Commission thereunder.
Very truly yours,
JENKENS & GILCHRIST,
a Professional Corporation
By: L. STEVEN LESHIN
----------------------------
L. STEVEN LESHIN, ESQ.
LSL:aal
