<PAGE>
SCHEDULE 14A INFORMATION
Proxy Statement Pursuant to Section 14(a) of
the Securities Exchange Act of 1934
Filed by the Registrant /X/
Filed by a Party other than the Registrant / /
Check the appropriate box:
/ / Preliminary Proxy Statement
/X/ Definitive Proxy Statement
/X/ 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)
AMERICREDIT CORP.
- - --------------------------------------------------------------------------------
(Name of Person(s) Filing Proxy Statement)
Payment of Filing Fee (Check the appropriate box):
/X/ $125 per Exchange Act Rules 0-11(c)(1)(ii), 14a-6(i)(1), or 14a-6(j)(2)
/ / $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:
------------------------------------------------------------------------
2) Aggregate number of securities to which transaction applies:
------------------------------------------------------------------------
3) Per unit price or other underlying value of transaction computed
pursuant to Exchange Act Rule 0-11:*
------------------------------------------------------------------------
4) Proposed maximum aggregate value of transaction:
------------------------------------------------------------------------
* Set forth the amount on which the filing fee is calculated and state how it
was determined.
/ / Check box if any part of the fee is offset as provided by Exchange Act Rule
0-11(a)(2) and identify the filing for which the offsetting fee was paid
previously. Identify the previous filing by registration statement number,
or the Form or Schedule and the date of its filing.
1) Amount Previously Paid:
------------------------------------------------------------------------
2) Form, Schedule or Registration Statement No.:
------------------------------------------------------------------------
3) Filing Party:
------------------------------------------------------------------------
4) Date Filed:
------------------------------------------------------------------------
<PAGE>
AMERICREDIT CORP.
200 BAILEY AVENUE
FORT WORTH, TEXAS 76107
NOTICE OF ANNUAL MEETING OF SHAREHOLDERS
TO BE HELD NOVEMBER 9, 1994
To Our Shareholders:
NOTICE IS HEREBY GIVEN that the 1994 Annual Meeting of Shareholders of
AmeriCredit Corp. (the "Company") will be held at The Fort Worth Club, in the
Trinity Room, 12th Floor, Fort Worth Club Building, 777 Taylor Street, in the
City of Fort Worth, Texas on the 9th day of November, 1994, 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 approve and adopt the AmeriCredit Corp. Employee Stock Purchase
Plan;
3. To ratify the appointment by the Board of Directors of Coopers &
Lybrand as independent public accountants for the Company for the fiscal
year ending June 30, 1995; 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 16, 1994,
the Record Date for the Annual Meeting, are entitled to notice of and to vote at
the Annual Meeting. The presence, in person or by proxy, of holders of a
majority of the issued and outstanding Common Stock entitled to vote at the
meeting is required for a quorum to transact business. 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, 1994
<PAGE>
AMERICREDIT CORP.
PROXY STATEMENT
FOR
ANNUAL MEETING OF SHAREHOLDERS
TO BE HELD NOVEMBER 9, 1994
------------------------
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 1994 Annual Meeting of Shareholders of AmeriCredit (the "Annual
Meeting") to be held on November 9, 1994, 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. ABSTENTIONS WILL BE COUNTED TOWARDS DETERMINING WHETHER A QUORUM IS
PRESENT. SHARES REPRESENTED BY BROKER NON-VOTES WILL NOT BE CONSIDERED PRESENT
AT THE ANNUAL MEETING AND WILL NOT BE COUNTED TOWARDS A QUORUM.
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, 1994. AmeriCredit's Annual Report covering the Company's fiscal
year ended June 30, 1994 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 $4,000
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 AmeriCredit Corp. Employee Stock
Purchase Plan;
<PAGE>
3. The ratification of the appointment by the Board of Directors of
Coopers & Lybrand as independent public accountants for the Company for the
fiscal year ending June 30, 1995; 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 16,
1994 (the "Record Date"). On the Record Date, there were 28,749,773 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 is required for the approval of the AmeriCredit Corp. Employee Stock
Purchase Plan and for the ratification of the appointment by the Board of
Directors of Coopers & Lybrand as independent public accountants for the Company
for the fiscal year ending June 30, 1995.
Abstentions are counted towards determining whether a quorum is present.
Shares represented by broker non-votes will not be considered present at the
Annual Meeting and will not be counted towards a quorum. 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 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.
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 8 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.
<TABLE>
<CAPTION>
COMMON STOCK PERCENT OF CLASS
OWNED OWNED
BENEFICIALLY (1) BENEFICIALLY (1)
---------------- ----------------
<S> <C> <C>
California Public Employees Retirement System............................................. 1,447,000(2) 5.03%
Regan Partners, L.P....................................................................... 1,690,750(3) 5.88%
Clifton H. Morris, Jr..................................................................... 856,769(4) 2.93%
Michael R. Barrington..................................................................... 271,442(5) *
Daniel E. Berce........................................................................... 340,684(6) 1.17%
James H. Greer............................................................................ 145,000(7) *
Gerald W. Haddock......................................................................... 60,000(8) *
Kenneth H. Jones, Jr...................................................................... 287,568(9) *
Edward H. Esstman......................................................................... 60,884(10) *
Dennis R. Adams........................................................................... 40,246(11) *
All Present Executive Officers and Directors as a Group
(9 Persons)(4)(5)(6)(7)(8)(9)(10)(11).................................................... 2,082,432 6.87%
<FN>
- - ------------------------
* Less than 1%
</TABLE>
2
<PAGE>
<TABLE>
<S> <C>
(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 28,749,773 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 28,749,773 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) Based on a Form 13F filed with the Securities and Exchange Commission
("SEC") as of June 30, 1994, the California Public Employees Retirement
System ("CALPERS") is the beneficial owner of 1,447,000 shares. The address
of CALPERS is 400 P Street, Suite 3492, P.O. Box 942715, Sacramento,
California 94229.
(3) 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 and Lee R. Robins (collectively, the "Regan Group") hold an
aggregate of 1,690,750 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 1,092,600 shares. Athena has sole voting and
investment power over 347,300 shares. Basil P. Regan has sole voting power
and investment power over 1,236,750 shares, consisting of 144,150 shares
held directly by him and 1,092,600 shares held by Regan Partners. Mr. Regan
and Lenore Robins, as the general partners of Athena, share voting and
investment power over the 347,300 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 104,500 shares as to which he has sole
voting and investment power. On May 9, 1994, the Regan Group filed a
Schedule 13D with the SEC disclosing that, as of such date, the Regan Group
collectively owned 1,543,250 shares. 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.
(4) Includes 492,666 shares subject to stock options that are currently
exercisable or exercisable within 60 days. This amount also includes
131,840 shares of Common Stock in the name of Sheridan C. Morris, Mr.
Morris' wife. This amount does not include 20,836 shares held in trust for
the benefit of Mr. Morris' children, as to which Mr. Morris disclaims any
beneficial interest. This amount also does not include 1,000 shares of
Common Stock held by an adult child of Mr. Morris, as to which Mr. Morris
disclaims any beneficial interest.
(5) This amount includes 270,000 shares subject to stock options that are
currently exercisable or exercisable within 60 days.
(6) This amount includes 330,000 shares subject to stock options that are
currently exercisable or exercisable within 60 days.
(7) Consists of 145,000 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.
(8) Consists of 60,000 shares subject to stock options that are currently
exercisable or exercisable within 60 days.
(9) This amount includes 161,000 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
</TABLE>
3
<PAGE>
<TABLE>
<S> <C>
name of Mr. Jones' wife. This amount does not include 20,836 shares held by
Mr. Jones as custodian for the benefit of Mr. Morris' children, as to which
Mr. Jones disclaims any beneficial interest.
(10) This amount includes 49,000 shares subject to stock options that are
currently exercisable or exercisable within 60 days.
(11) This amount includes 40,000 shares subject to stock options that are
currently exercisable or exercisable within 60 days.
</TABLE>
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 26, 1994, 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:
<TABLE>
<CAPTION>
YEAR FIRST
PRINCIPAL OCCUPATION ELECTED OFFICE(S) HELD
NOMINEE AGE AND BUSINESS ADDRESS DIRECTOR IN AMERICREDIT
- - -------------------------- --- --------------------------------- ----------- ---------------------------------
<S> <C> <C> <C> <C>
Clifton H. Morris, Jr. 59 Chairman of the Board, Chief 1988 Chairman of the Board, Chief
Executive Officer and President Executive Officer and President
AmeriCredit Corp.
200 Bailey Avenue
Fort Worth, TX 76107
Michael R. Barrington 35 President and Chief Operating 1990 Vice President and Director
Officer AmeriCredit Financial
Services, Inc.
200 Bailey Avenue
Fort Worth, TX 76107
Daniel E. Berce 40 Vice President -- Chief Financial 1990 Vice President -- Chief Financial
Officer and Treasurer Officer, Treasurer and Director
AmeriCredit Corp.
200 Bailey Avenue
Fort Worth, TX 76107
James H. Greer 67 President of Shelton W. Greer 1990 Director
Co., Inc.
3025 Maxroy Street
P.O. Box 7327
Houston, TX 77248
</TABLE>
4
<PAGE>
<TABLE>
<CAPTION>
YEAR FIRST
PRINCIPAL OCCUPATION ELECTED OFFICE(S) HELD
NOMINEE AGE AND BUSINESS ADDRESS DIRECTOR IN AMERICREDIT
- - -------------------------- --- --------------------------------- ----------- ---------------------------------
<S> <C> <C> <C> <C>
Gerald W. Haddock 46 President and Chief Operating 1993 Director
Officer
Crescent Real Estate Equities
Limited, L.P.
777 Main Street,
Suite 2700
Fort Worth, TX 76102
Kenneth H. Jones, Jr. 59 Attorney -- Decker, Jones, 1988 Director
McMackin, McClane, Hall & Bates,
P.C.
2400 City Center
Fort Worth, TX 76102
</TABLE>
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 Vice President
of the Company since May 1991. Mr. Barrington was also Assistant to the Chairman
from July 1989 until May 1991 and Vice President, Credit and Finance Operations
from July 1990 until May 1991. From December 1984 to July 1989, Mr. Barrington
was employed at Bank One, Texas N.A. (previously MBank Fort Worth, N.A.) in
various capacities, most recently as Senior Vice President and Manager of
Commercial Lending.
DANIEL E. BERCE is a certified public accountant and has been Vice
President, Chief Financial Officer and Treasurer for the Company since May 1991.
Mr. Berce was also Vice President -- Chief Financial Officer from May 1990 until
May 1991. Prior to that, he was a partner of Coopers & Lybrand, certified public
accountants, for four years and with such firm for fifteen years.
JAMES H. GREER is the President 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 Limited, L.P., 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. Prior to June 1990, Mr. Haddock was a shareholder in the Fort Worth law
firm of Kelly, Hart & Hallman, P.C. and was with such firm for more than five
years. Mr. Haddock is also a director of Energy Service Company, Inc., a
publicly held oil and natural gas services company, and Wolverine Exploration
Company, a publicly held company engaged in oil and gas exploration and
development.
KENNETH H. JONES, JR. is a partner 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.
5
<PAGE>
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 1995, 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.
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, 1994. Various matters were
also approved during the last fiscal year by unanimous written consent of the
Board of Directors. No director attended fewer than 75% of the aggregate of (i)
the total number of meetings of the Board of Directors and (ii) the total number
of meetings held by all committees of the Board on which such director served.
DIRECTOR COMPENSATION
Members of the Board of Directors currently receive a $2,000 quarterly
retainer fee and an additional $2,000 fee for attendance at the quarterly
meeting 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 11, 1993, 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
$7.50, 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 1994
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.
6
<PAGE>
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 nine 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 $3.75 per share.
COMPENSATION COMMITTEE INTERLOCKS AND INSIDER PARTICIPATION
No member of the Stock Option/Compensation Committee is or has been an
officer or employee of the Company or any of its subsidiaries or had any
relationship requiring disclosure pursuant to Item 404 of SEC Regulation S-K. No
member of the Stock Option/Compensation Committee served on the compensation
committee, or as a director, of another corporation, one of whose directors or
executive officers served on the Stock Option/Compensation Committee of or whose
executive officers served on the Company's Board of Directors.
7
<PAGE>
EXECUTIVE COMPENSATION
SUMMARY COMPENSATION TABLE
The following sets forth information concerning the compensation of the
Company's Chief Executive Officer and each of the other four most highly
compensated executive officers of the Company (the "Named Executive Officers")
for the fiscal years shown.
<TABLE>
<CAPTION>
LONG TERM
COMPENSATION --
ANNUAL COMPENSATION AWARDS
--------------------------------- ---------------- ALL OTHER
NAME AND SALARY OPTIONS/ SARS COMPENSATION
PRINCIPAL POSITION YEAR ($) BONUS ($) (#) ($)(1)
- - ------------------------------------------------- --------- --------- ----------- ---------------- -------------
<S> <C> <C> <C> <C> <C>
Clifton H. Morris, Jr. .......................... 1994 276,800 39,780 141,333 42,217
Chairman, CEO and President 1993 273,000 -- -- 52,472
1992 279,200 -- 500,000 50,830
Michael R. Barrington ........................... 1994 191,800 27,030 96,107 2,088
President and Chief 1993 186,200 -- -- 653
Operating Officer -- AFSI 1992 186,200 -- 100,000 867
Daniel E. Berce ................................. 1994 191,800 27,030 96,107 4,765
Vice President, Chief Financial 1993 186,200 -- 75,000 575
Officer and Treasurer 1992 186,200 -- 100,000 575
Edward H. Esstman ............................... 1994 158,846 16,000 85,333 10,301
Senior Vice President, Director of 1993 125,000 25,000 150,000 34,755
Consumer Finance -- AFSI (2)
Dennis R. Adams ................................. 1994 109,668 11,135 35,000 1,507
Senior Vice President, 1993 102,600 20,000 -- --
Director of Collections -- AFSI 1992 95,635 -- 50,000 --
<FN>
- - ------------------------
(1) The amounts disclosed in this column for fiscal 1994 include payment by the
Company of premiums for term life insurance on behalf of Messrs.
Barrington, Berce and Esstman of $1,237, $575 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 1994 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: Mr. Morris,
$4,496; Mr. Barrington, $851; Mr. Berce, $4,190; Mr. Esstman, $4,496; and
Mr. Adams, $1,507.
(2) Mr. Esstman joined the Company on June 24, 1992. 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 $6,733 was reimbursement for
income taxes associated with such allowance).
</TABLE>
8
<PAGE>
OPTION/SAR GRANTS IN LAST FISCAL YEAR
The following table shows all individual grants of stock options to the
Named Executive Officers of the Company during the fiscal year ended June 30,
1994.
<TABLE>
<CAPTION>
INDIVIDUAL GRANTS
----------------------------------------------------------
% OF TOTAL
OPTIONS/ SARS
OPTIONS/ GRANTED TO EXERCISE OR GRANT DATE
SARS GRANTED EMPLOYEES IN BASE PRICE EXPIRATION PRESENT
(#) FISCAL YEAR ($/SH) DATE VALUE ($)(1)
------------- --------------- ------------- ----------- -------------
<S> <C> <C> <C> <C> <C>
Clifton H. Morris, Jr. .................... 141,333(2) 18.0 5.63 4/28/2001 $ 505,791
Chairman, CEO and President
Michael R. Barrington ..................... 96,107(2) 12.2 5.63 4/28/2001 $ 343,940
President and Chief
Operating Officer -- AFSI
Daniel E. Berce ........................... 96,107(2) 12.2 5.63 4/28/2001 $ 343,940
Vice President,
Chief Financial Officer
and Treasurer
Edward H. Esstman ......................... 85,333(2) 10.9 5.63 4/28/2001 $ 305,383
Senior Vice President,
Director of Consumer
Finance -- AFSI
Dennis R. Adams ........................... 15,000(3) 1.9 5.88 8/18/2003 $ 66,687
Senior Vice President, 20,00(3) 2.6 5.63 4/28/2004 $ 82,727
Director of Collections -- AFSI
<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, Barrington, Berce and Esstman and ten year option terms in
the case of both grants to Mr. Adams, and upon the following assumptions:
annual dividend growth of 0 percent, volatility of approximately 54 percent
(62% in the case of the first grant to Mr. Adams), 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) The options granted to Messrs. Morris, Barrington, Berce and Esstman, which
expire seven years after the date of grant, become exercisable on the
earlier of (i) January 28, 2001, (ii) the next business day following 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 Common
Stock trades at an average market price equal to or above 150% 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.
(3) The options granted to Mr. Adams, 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.
</TABLE>
9
<PAGE>
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, 1994, and the
value of unexercised options held as of June 30, 1994.
<TABLE>
<CAPTION>
NUMBER OF VALUE OF UNEXERCISED
UNEXERCISED IN-THE-MONEY
OPTIONS/SARS AT OPTIONS/SARS AT
FY-END (#) FY-END ($)(1)
SHARES VALUE ------------------- ------------------------
ACQUIRED ON REALIZED EXERCISABLE/ EXERCISABLE/
NAME EXERCISE (#) ($) UNEXERCISABLE UNEXERCISABLE
- - --------------------------------------- ------------- ----------- ------------------- ------------------------
<S> <C> <C> <C> <C>
Clifton H. Morris, Jr. ................ -0- N/A 422,666/361,333 $1,072,665/$647,127
Chairman, CEO and President
Michael R. Barrington ................. -0- N/A 215,333/170,774 $381,250/$181,880
President and Chief Operating Officer
-- AFSI
Daniel E. Berce ....................... -0- N/A 287,000/174,107 $371,900/$191,521
Vice President, Chief Financial
Officer and Treasurer
Edward H. Esstman ..................... 1,000 $ 4,125 39,000/195,333 $104,125/$282,157
Senior Vice President, Director of
Consumer Finance -- AFSI
Dennis R. Adams ....................... -0- N/A 37,000/48,000 $72,230/$51,420
Senior Vice President, Director of
Collections -- AFSI
<FN>
- - ------------------------
(1) Values stated are pre-tax and are based upon the closing price of $5.875
per share of the Company's Common Stock on the NYSE on June 30, 1994, the
last trading day of the fiscal year.
</TABLE>
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
During fiscal 1994, the Company developed and implemented a compensation
strategy for executive officers and senior management personnel, including the
Named Executive Officers. 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 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 in fiscal 1994 was based, in part, on a comprehensive report from
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 14 and 15 of this
Proxy Statement. The
10
<PAGE>
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.
COMPONENTS OF COMPENSATION OF EXECUTIVE OFFICERS
Compensation paid to the Company's executive officers in fiscal 1994, the
separate elements of which are discussed below, consisted of the following: base
salary, annual bonus for fiscal 1994 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 fiscal 1994, base pay levels for the CEO and the other four most highly
compensated executive officers of the Company 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 agreements with Messrs. Esstman and
Adams were executed in fiscal 1993. All of the employment agreements with the
Company's executive officers, 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. The base salary levels provided in the employment agreements
have not been increased for any executive officer since the date the contracts
were executed. Based on the findings in the Mercer Report, the Committee
believes that in fiscal 1994, the base salary levels provided in the employment
agreements 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 1994, the CEO and the other Named Executive Officers received annual
incentive awards equal to between 10% and 15% of their base salary. These awards
were made in the discretion of the Committee based on subjective criteria; no
financial performance targets or other predetermined objectives were established
in fiscal 1994 with respect to bonus awards. In making bonus awards to the Named
Executive Officers, the Committee considered the Company's success in expanding
its indirect lending business and the increase in the Company's earnings per
share to $.16 in fiscal 1994 from a net loss of $.66 per share in fiscal 1993.
The Committee also noted the contributions of the Named Executive Officers in
building the Company's infrastructure -- including the addition of new personnel
and improved technology -- for the indirect lending business while substantially
concluding the liquidation of the Company's former retail used car operations.
For fiscal 1995, based in part on recommendations contained in the Mercer
Report, this Committee has approved an annual incentive plan for all executive
officers and senior management personnel that provides for predetermined bonus
awards in return for successfully meeting targeted earnings per share
performance for the Company. Under this plan, minimum earnings levels must be
obtained before any bonuses are awarded; the plan also defines maximum award
levels. Bonus levels under the 1995 annual incentive plan are targeted at
approximately the 50th percentile of incentive awards for companies identified
in the Mercer Report.
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
11
<PAGE>
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. The AmeriCredit Corp. Employee Stock Purchase Plan, proposed for adoption
by the shareholders at the 1994 Annual Meeting, will provide further
opportunities for equity participation by the Company's executives and key
managers, as well as by other employees.
Consistent with the Committee's view of stock option compensation, Messrs.
Morris, Barrington, Berce and Esstman were granted options with performance
accelerated vesting during fiscal 1994. 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 trading
price of the Company's Common Stock exceeds, for a period of 45 consecutive
trading days, 150% 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 2001 unless the price of the Company's stock increases by more
than 50% from the fair market value on the date of grant (i.e., increases to
$8.45 per share), and remains at that level or higher for a sustained period of
time. 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. However, based
on other research conducted, the Mercer Report recommended the amount of options
granted to these executive officers and concluded that the terms of such options
were more performance driven and challenging than "typical" premium or
performance options granted by companies that have made such grants. In light of
previous stock options granted to Messrs. Morris, Barrington, Berce and Esstman,
all of which were also evaluated in the Mercer Report and considered by this
Committee, the performance-oriented structure of these options is intended to
provide additional incentive to these executive officers to create significant
shareholder value over a long-term period.
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 1994 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 1994, Mr.
Morris received the base salary provided under his employment agreement:
$265,200. Mr. Morris's base salary has not been increased since execution of his
employment contract in fiscal 1991. According to the Mercer Report, Mr. Morris'
base salary is below 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 8 of this Proxy Statement
includes director fees in addition to his base salary.
Mr. Morris also received a cash bonus, awarded in the discretion of this
Committee, equal to 15% of his base salary. In determining to award a bonus to
Mr. Morris for fiscal 1994, the Committee took note of the subjective factors
described above under "Annual Incentive", including the Company's improved
financial performance in fiscal 1994 as reflected by the increase in earnings
per share to $.16 in fiscal 1994 from a loss of $.66 per share in fiscal 1993.
Also, the Company increased the size of its indirect lending portfolio by 325%
and expanded its branch network from five offices open at the beginning of the
fiscal year to eighteen offices open at the end of fiscal 1994. In addition,
there was an increase of 14.6% in the Company's stock price during the fiscal
year. For fiscal 1995, Mr. Morris will be eligible for a predetermined annual
incentive award if the Company successfully meets certain earnings per share
targets.
In addition to his cash compensation, Mr. Morris was granted options to
purchase 141,333 shares of Common Stock during fiscal 1994. As noted above, in
order to provide incentive for the creation of
12
<PAGE>
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
trading price of the Company's Common Stock exceeds, for a period of 45
consecutive trading days, 150% of the exercise price per share of such options
on the date of grant (i.e., the per share price must increase to $8.45). 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 14
AND 15 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 each 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 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).
Messrs. Edward H. Esstman and Dennis Adams entered into employment
agreements with the Company in May 1993 and August 1993, respectively. Mr.
Esstman's agreement provides for a term that renews annually for successive five
year periods with minimum annual compensation of $160,000. Mr. Adams' agreement
provides for a term that renews annually for successive three year periods with
minimum annual compensation of $111,350. Included in both of these agreements is
a covenant of the employee not to compete with the Company during the term of
employment and, in the case of Mr. Esstman, for a period of two years
thereafter. In the case of Mr. Adams, the covenant not to compete continues for
a period of one year after employment. The employment agreements with Messrs.
Esstman and Adams also provide that if the employee is terminated by the Company
other than for cause, the Company will pay to the employee an amount equal to
one year's salary (undiscounted).
13
<PAGE>
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 the Company's cumulative shareholder return
since November 15, 1989, the day trading commenced in the Company's stock,
through June 30, 1994. 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 1989-1994
EDGAR REPRESENTATION OF DATA POINTS USED IN PRINTED GRAPHIC
<TABLE>
<CAPTION>
AmeriCredit S&P 500 S&P Financial Index
<S> <C> <C> <C>
Nov 89 100 100 100
June 90 150 105.51 85.72
June 91 30 113.31 89.66
June 92 24.44 128.57 113.6
June 93 44.44 146.03 147.03
June 94 52.22 147.99 147.39
</TABLE>
14
<PAGE>
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, 1994. During this period, the Company decided to exit
the retail used car sales business to concentrate solely on consumer lending.
Thus, the comparison for this two 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 1992-1994
EDGAR REPRESENTATION OF DATA POINTS USED IN PRINTED GRAPHIC
<TABLE>
<CAPTION>
AmeriCredit S&P 500 S&P Financial Index
<S> <C> <C> <C>
July 1992 100 100 100
June 1993 181.82 113.58 129.44
June 1994 213.64 115.11 129.75
</TABLE>
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, 1994, all filing requirements
applicable to its executive officers and directors were complied with.
CERTAIN TRANSACTIONS
Decker, Jones, McMackin, McClane, Hall & Bates, P.C., a law firm in Fort
Worth, Texas for which Kenneth H. Jones, Jr., a director of the Company, is an
attorney, performed legal services for the Company during fiscal 1994. Jackson &
Walker, L.L.P., a law firm for which Mr. Haddock, a director of the Company, was
a partner during fiscal 1994, also performed legal services for the Company
during fiscal 1994. The Company may retain one or both of such firms for the
current fiscal year. The amount of fees paid to such firms by the Company did
not total more than five percent of either firms' gross revenues for such firms'
most recent fiscal year.
THE BOARD OF DIRECTORS UNANIMOUSLY RECOMMENDS A VOTE "FOR" THE ELECTION OF
EACH OF THE INDIVIDUALS NOMINATED FOR ELECTION AS A DIRECTOR.
15
<PAGE>
PROPOSAL TO APPROVE AND ADOPT THE AMERICREDIT CORP. EMPLOYEE
STOCK PURCHASE PLAN
(ITEM 2)
In July 1994, the Board of Directors authorized the adoption of the
AmeriCredit Corp. Employee Stock Purchase Plan (the "Purchase Plan") and
reserved 500,000 shares of Common Stock for issuance thereunder, subject to the
approval of the shareholders of the Company. The purpose of the Purchase Plan is
to provide employees (including officers) of the Company and its majority owned
subsidiaries with an opportunity to purchase Common Stock from the Company
through payroll deductions. The essential features of the Purchase Plan are
outlined below. The description that follows, however, is only a summary and is
qualified in its entirety by reference to the full text of the Purchase Plan,
which is attached as Appendix A to this Proxy Statement.
OFFERING PERIOD
Offerings under the Purchase Plan have a duration of 24 months and commence
on the Monday immediately following the completion of the first payroll period
ending in December and June of each year, unless otherwise specified by the
Board of Directors. Each offering period is composed of four six-month exercise
periods. The Board of Directors has the power to alter the duration of an
offering period with respect to future offerings if announced at least fifteen
days prior to the scheduled beginning of the first offering period to be
affected.
GRANT AND EXERCISE OF OPTION
On the first day of an offering period (the "Enrollment Date"), the
participant is granted an option to purchase on each exercise date during such
offering period up to a number of whole shares of the Common Stock determined by
dividing 10% of the participant's Compensation (as defined in the Purchase Plan)
by the lower of (i) 85% of the fair market value of a share of the Common Stock
on the Enrollment Date or (ii) 85% of the fair market value of a share of Common
Stock on the exercise date, provided that the maximum number of shares subject
to such option during such offering period shall in no event exceed 5,000
shares. The number of shares subject to such option shall be reduced, if
necessary, to maintain the limitations with respect to a participant's ownership
of stock and/or options to purchase stock possessing 5% or more of the total
combined voting power or value of all classes of stock of the Company or any
subsidiary, and to restrict a participant's right to purchase stock under the
Purchase Plan to $25,000 in fair market value of such stock (determined at the
time the option is granted) for each calendar year in which such option is
outstanding at any time. Unless the employee's participation is discontinued,
his option for the purchase of shares will be exercised automatically at the end
of each six month exercise period within the offering period at the applicable
price. To the extent an employee's payroll deductions exceed the amount required
to purchase the shares subject to option, such excess amount shall be held in
such participant's account for the next exercise period, unless such participant
has withdrawn from the offering period or unless such offering period has
terminated with such exercise date, in which case such amount shall be returned
to the employee without interest.
SHARES AVAILABLE UNDER THE PURCHASE PLAN
The total number of shares of Common Stock that are issuable under the
Purchase Plan is 500,000.
ELIGIBILITY AND PARTICIPATION
Any employee who is customarily employed for at least 20 hours per week and
more than five months per calendar year by the Company or its majority owned
subsidiaries is eligible to participate in offerings under the Purchase Plan.
Employees become participants in the Purchase Plan by delivering to the Company
a subscription agreement authorizing payroll deductions within the specified
period of time prior to the commencement of each offering period.
No employee is permitted to purchase shares under the Purchase Plan if such
employee owns 5% or more of the total combined voting power or value of all
classes of shares of stock of the Company
16
<PAGE>
(including shares that may be purchased under the Purchase Plan or pursuant to
any other options). In addition, no employee is entitled to purchase more than
$25,000 worth of shares (based on the fair market value of the shares at the
time the option is granted) in any calendar year.
PURCHASE PRICE
The price at which shares are sold under the Purchase Plan is eighty-five
percent (85%) of the fair market value per share of Common Stock at either the
beginning of the offering period or at the end of each six-month exercise
period, whichever is lower.
PAYROLL DEDUCTIONS
The purchase price of the shares is accumulated by payroll deduction over
each offering period. The deductions may not be greater than 10% of a
participant's compensation. Compensation for purposes of the Purchase Plan
includes salary and commissions (excluding overtime, bonuses, special awards,
and reimbursements) plus bonuses, commissions and other incentive payments paid
during the immediately preceding twelve month period. A participant may decrease
or, within such limits, increase his or her rate of payroll deductions at any
time during the offering period.
All payroll deductions of a participant are credited to his or her account
under the Purchase Plan and are deposited with the general funds of the Company.
Such funds may be used for any corporate purpose pending the purchase of shares.
No charges for administrative or other costs may be made by the Company against
the payroll deductions.
ADMINISTRATION
The Purchase Plan is administered by the Board of Directors or a committee
appointed by the Board. Directors who are eligible employees are permitted to
participate in the Purchase Plan; provided, however, that (i) directors who are
eligible to participate in the Purchase Plan may not vote on any matter
affecting the administration or the grant of any option pursuant to the Purchase
Plan and (ii) if a committee is established to administer the Purchase Plan, no
committee member will be eligible to participate in the Purchase Plan.
WITHDRAWAL FROM THE PLAN
A participant may terminate his or her interest in a given offering, or in a
given exercise period, by withdrawing all, but not less than all, of the
accumulated payroll deductions credited to such participant's account at any
time prior to the end of the offering period. The withdrawal of accumulated
payroll deductions automatically terminates the employee's interest in that
offering, or exercise period, as the case may be. As soon as practicable after
such withdrawal, the payroll deductions credited to a participant's account are
returned to the participant without interest.
A participant's withdrawal from an offering does not have any effect upon
such participant's eligibility to participate in subsequent offerings under the
Purchase Plan. Similarly, a participant's withdrawal from a six-month exercise
period does not have any effect upon such participant's eligibility to
participate in subsequent exercise periods within the same offering period.
TERMINATION OF EMPLOYMENT
Termination of a participant's employment for any reason, including
retirement or death or the failure to remain in the continuous employ of the
Company for at least 20 hours per week (except for certain leaves of absence),
cancels his or her participation in the Purchase Plan immediately. In such
event, the payroll deductions credited to the participant's account will be
returned to the participant or in the case of death, to the person or persons
entitled thereto, without interest.
CAPITAL CHANGES
In the event of changes in the Common Stock of the Company due to stock
dividends or other changes in capitalization, or in the event of any merger,
sale or any other reorganization, appropriate adjustments will be made by the
Company to the shares subject to purchase and to the price per share.
17
<PAGE>
NONASSIGNABILITY
No rights or accumulated payroll deductions of an employee under the Plan
may be pledged, assigned or transferred for any reason, and any such attempt may
be treated by the Company as an election to withdraw from the Purchase Plan.
AMENDMENT AND TERMINATION OF THE PLAN
The Board of Directors of the Company may at any time amend or terminate the
Purchase Plan, except that such termination cannot affect options previously
granted nor may any amendment make any change in an existing option that
adversely affects the rights of any participant. No amendment may be made to the
Purchase Plan without prior approval of the shareholders of the company if such
amendment would increase the number of shares that may be issued under the
Purchase Plan, permit payroll deductions at a rate in excess of 10% of a
participant's compensation, change the designation of the employees eligible for
participation in the Purchase Plan or constitute an amendment for which
shareholder approval is required in order to comply with Rule 16b-3, or any
successor rule.
TAX INFORMATION
The Purchase Plan and the right of participants to make purchases thereunder
is intended to qualify under the provisions of Sections 421 and 423 of the
Internal Revenue Code. Under these provisions, no income will be taxable to
participant at the time of grant of the option or purchase of shares. Upon
disposition of the shares, the participant will generally be subject to tax and
the amount of the tax will depend upon the holding period. If the shares have
been held by the participant for more than two years after the date of option
grant and one year from the date of option exercise, the lesser of (a) the
excess of the fair market value of the shares at the time of such disposition
over the option price, or (b) the excess of the fair market value of the shares
at the time the option was granted over the option price (which option price
will be computed as of the grant date) will be treated as ordinary income, and
any further gain will be treated as long-term capital gain. If the shares are
disposed of before the expiration of these holding periods, the excess of the
fair market value of the shares on the exercise date over the option price will
be treated as ordinary income, and any further gain or loss on such disposition
will be long or short-term capital gain or loss, depending on the holding
period. The Company is not entitled to a deduction for amounts taxed as ordinary
income or capital gain to a participant except to the extent of ordinary income
reported by participants upon disposition of shares prior to the expiration of
the holding period described above.
The foregoing is only a summary of the effect of federal income taxation
upon the participant and the Company with respect to the shares purchased under
the Purchase Plan. Reference should be made to the applicable provisions of the
Code. In addition, the summary does not discuss the tax consequences of a
participant's death or the income tax laws of any state or foreign country in
which the participant may reside.
REQUIRED VOTE
Assuming the presence of a quorum, the affirmative vote of the holders of a
majority of the outstanding shares of Common Stock present at the meeting in
person or by proxy is necessary to approve the adoption of the Purchase Plan.
Proxies will be voted for or against such approval in accordance with the
specifications marked thereon and, if no specification is made, will be in favor
of such approval.
THE BOARD OF DIRECTORS UNANIMOUSLY RECOMMENDS THAT SHAREHOLDERS VOTE "FOR"
THE ADOPTION OF THE AMERICREDIT CORP. EMPLOYEE STOCK PURCHASE PLAN.
RATIFICATION OF SELECTION OF INDEPENDENT PUBLIC ACCOUNTANTS
(ITEM 3)
The Board of Directors has selected Coopers & Lybrand as independent public
accountants for the Company to audit its consolidated financial statements for
the fiscal year ending June 30, 1995, and has determined that it would be
desirable to request that the shareholders ratify such selection. The
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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 as independent
public accountants. Coopers & Lybrand served as the Company's independent public
accountants for the fiscal year ended June 30, 1994 and has reported on the
Company's consolidated financial statements for such year. Representatives of
Coopers & Lybrand 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 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 AS INDEPENDENT PUBLIC ACCOUNTANTS OF THE COMPANY FOR THE FISCAL YEAR
ENDING JUNE 30, 1995.
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 1995 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, 1995, with the mailing of such notice to be
approximately September 28, 1995.
BY ORDER OF THE BOARD OF DIRECTORS
Chris A. Choate
SECRETARY
September 28, 1994
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.
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APPENDIX A
AMERICREDIT CORP.
EMPLOYEE STOCK PURCHASE PLAN
The following constitute the provisions of the Employee Stock Purchase Plan
of AmeriCredit Corp.
1. PURPOSE. The purpose of the Plan is to provide employees of the Company
and its Subsidiaries with an opportunity to purchase Common Stock of the Company
through accumulated payroll deductions. It is the intention of the Company to
have the Plan qualify as an "Employee Stock Purchase Plan" under Section 423 of
the Code (as defined herein). The provisions of the Plan shall, accordingly, be
construed so as to extend and limit participation in a manner consistent with
the requirements of that section of the Code.
2. DEFINITIONS.
(a) "BOARD" shall mean the Board of Directors of the Company.
(b) "CODE" shall mean the Internal Revenue Code of 1986, as amended.
(c) "COMMON STOCK" shall mean the common stock, $.01 par value per
share, of the Company.
(d) "COMPANY" shall mean AmeriCredit Corp., a Texas corporation, or any
successor which adopts this Plan.
(e) "COMPENSATION" for the Offering Period shall mean the regular
straight-time earnings (excluding overtime, bonuses and similar payments)
paid to the Employee by the Employer, plus bonuses, commissions and other
incentive payments paid during the immediately preceding twelve (12) month
period.
(f) "CONTINUOUS STATUS AS AN EMPLOYEE" shall mean the absence of any
interruption or termination of service as an Employee. Continuous Status as
an Employee shall not be considered interrupted in the case of a leave of
absence that meets the requirements of paragraph 10(b).
(g) "EMPLOYEE" shall mean any person, including an officer, who is
customarily employed for at least twenty (20) hours per week and for more
than five (5) months in the calendar year by an Employer and whose wages are
subject to withholding for purposes of federal income taxes.
(h) "EMPLOYER" shall mean the Company and each of its Subsidiaries.
(i) "ENROLLMENT DATE" shall mean the first day of each Offering Period.
(j) "EXERCISE DATE" shall mean the last day of the first payroll period
ending in December and June of each year within an Offering Period.
(k) "EXERCISE PERIOD" shall mean the six (6) month period commencing one
(1) day after one (1) Exercise Date and ending with the next Exercise Date.
(l) "OFFERING PERIOD" shall mean the period of twenty-four (24) months
during which an option granted pursuant to the Plan may be exercised, as
described in paragraph 4.
(m) "PARTICIPANT" shall mean an Employee or former Employee who has been
offered the opportunity to purchase Stock hereunder and who has elected to
participate herein by authorizing payroll deductions.
(n) "PAYROLL DEDUCTION ACCOUNT" shall mean that separate account
maintained hereunder to record the amount of a Participant's Compensation
that has been withheld hereunder.
(o) "PLAN" shall mean the AmeriCredit Corp. Employee Stock Purchase
Plan.
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(p) "SUBSIDIARY" shall mean a corporation, domestic or foreign, of which
at the time of the granting of the option pursuant to paragraph 7, not less
than 50% of the total combined voting power of all classes of stock are held
by the Company or a Subsidiary, whether or not such corporation now exists
or is hereafter organized or acquired by the Company or a Subsidiary.
3. ELIGIBILITY.
(a) GENERAL RULE. Any Employee, as defined in paragraph 2, who shall be
employed by an Employer on a given Enrollment Date shall be eligible to
participate in the Plan, subject to the requirements of paragraph 5(a) and
the limitations imposed by Section 423(b) of the Code.
(b) EXCEPTIONS. Any provisions of the Plan to the contrary
notwithstanding, no Employee shall be granted an option to purchase Common
Stock under the Plan if:
(i) Immediately after the grant, such Employee (or any other person
whose stock would be attributed to such Employee pursuant to Section
425(d) of the Code) would own stock (including for purposes of this
paragraph 3(b) any stock he holds outstanding options to purchase)
possessing five percent (5%) or more of the total combined voting power
or value of all classes of stock of the Company or of any Subsidiary
computed in accordance with the Code Section 423(b)(3), or
(ii) Such option would permit such Employee's right to purchase stock
under all employee stock purchase plans (described in Section 423 of the
Code) of the Company and its Subsidiaries to accrue at a rate which
exceeds Twenty-Five Thousand Dollars ($25,000) of the fair market value
of such stock (determined at the time such option is granted) for each
calendar year in which such option is outstanding at any time, in
accordance with the provisions of Code Section 423(b)(8).
4. OFFERING PERIODS. The Plan shall be implemented by Offering Periods
with the first Offering Period beginning on or about the first Monday
immediately following the completion of the first payroll period ending in
December 1994, and continuing until terminated in accordance with the Plan. The
Board of the Company shall have the power to change the duration of the offering
Periods with respect to future offerings without stockholder approval if such
change is announced at least fifteen (15) days prior to the scheduled beginning
of the first Offering Period to be affected. Absent action by the Board, each
Offering Period shall be for a period of twenty-four (24) months and new
Offering Periods shall commence on the Monday immediately following the
completion of the first payroll period ending in December and June of each year.
5. PARTICIPATION.
(a) An eligible Employee may become a Participant in the Plan by
completing a subscription agreement authorizing payroll deductions, in a
form substantially similar to Exhibit A attached to the Plan ("Subscription
Agreement"), and filing it with the Company's Human Resources Department
prior to the applicable Enrollment Date, unless a later time for filing the
Subscription Agreement is set by the Board for all eligible Employees with
respect to a given Offering Period.
(b) Payroll deductions for a Participant shall commence with the first
payroll following the Enrollment Date and shall end on the last payroll in
the Offering Period to which such authorization is applicable, unless sooner
terminated by the Participant as provided in paragraph 10.
(c) An Employee who is otherwise eligible to participate herein may
waive his right to participate for any Offering Period by declining to
authorize a payroll deduction. Such declination must be filed in writing in
the time and manner specified thereby. The filing of a written declination
shall result in the Employee's waiver of participation for only the Offering
Period to which it relates and shall be irrevocable with respect to such
Offering Period. Except as otherwise provided in this paragraph, an
Employee's waiver of participation for a specified Offering Period
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shall not, in and of itself, adversely impact the right of such Employee to
participate in the Plan during any subsequent Offering Periods except those
Offering Periods with respect to which he files additional written
declinations in accordance with the provisions of this paragraph.
6. PAYROLL DEDUCTIONS.
(a) At the time a Participant files his or her Subscription Agreement,
such Participant shall elect to have payroll deductions made on each pay
date during the Offering Period at the rate not to exceed ten percent (10%)
of the Compensation which he or she receives on each pay date during the
Offering Period, provided that the aggregate amount of such payroll
deductions during the Offering Period shall not exceed ten percent (10%) of
the Participant's aggregate Compensation during said Offering Period. An
eligible Employee may participate in only one Offering Period at a time.
(b) All payroll deductions made by a Participant shall be credited to
his or her Payroll Deduction Account under the Plan. A Participant may not
make any additional payments into such Payroll Deduction Account.
(c) A Participant may discontinue his or her payroll deductions during
the Offering Period by completing and filing with the Human Resources
Department of the Company a new Subscription Agreement authorizing a change
in the rate of payroll deductions. The change in rate shall be effective no
earlier than fifteen (15) days following the Company's receipt of the new
authorization.
7. GRANT OF OPTION.
(a) On the Enrollment Date of each Offering Period each Participant in
such Offering Period shall be granted an option to purchase on each Exercise
Date during such Offering Period up to a number of whole shares of the
Company's Common Stock determined by dividing ten percent (10%) of the
Participant's Compensation by eighty-five percent (85%) of the lower of (i)
fair market value of a share of Common Stock on the Enrollment Date, or (ii)
the fair market value of a share of Common Stock on the Exercise Date;
provided, however, that the number of shares subject to such option shall be
reduced, if necessary, to a number of shares which would not exceed the
limitations described in paragraph 3(b) or paragraph 12(a) hereof. In
addition, the maximum number of shares any Participant may be granted an
option to purchase in any Offering Period is 5,000 shares. The fair market
value of a share of the Company's Common Stock shall be determined as
provided in paragraph 7(b) herein.
(b) The exercise price per share of the shares offered in a given
Offering Period shall be the lower of: (i) 85% of the fair market value of a
share of the Common Stock on the Enrollment Date, or (ii) 85% of the fair
market value of a share of the Common Stock on the Exercise Date. The fair
market value of the Company's Common Stock on a given date shall be the
closing price of such Stock as reported by the New York Stock Exchange, or
reported on such other national exchange as it may, from time to time, be
reported on, on such date (or if there shall be no trading on such date,
then on the first previous date on which there is such trading), unless the
Common Stock ceases to be traded on a national exchange. If the Common Stock
ceases to be traded on a national exchange, its fair market value shall be
determined by the Board in its discretion.
8. EXERCISE OF OPTION. The Participant's option for the purchase of shares
will be exercised automatically on each Exercise Date of each Offering Period,
and the maximum number of full shares subject to such option will be purchased
for such Participant at the applicable exercise price with the payroll
deductions accumulated in his or her Payroll Deduction Account, unless prior to
such Exercise Date the Participant has withdrawn from the Offering Period or
from the Exercise Period as provided in paragraph 10. During a Participant's
lifetime a Participant's option to purchase shares hereunder is exercisable only
by such Participant.
9. DELIVERY. As promptly as practicable after each Exercise Date, the
Company shall arrange the delivery to each Participant, or to his account at a
brokerage firm, of a certificate representing the
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shares purchased upon exercise of his or her option. Any amount remaining in the
Participant's Payroll Deduction Account after an Exercise Date shall be held in
the Payroll Deduction Account until the next Exercise Date in such Offering
Period, unless the Offering Period has been over-subscribed or has terminated
with such Exercise Date, in which case such amount shall be refunded to the
Participant.
10. WITHDRAWAL; TERMINATION OF EMPLOYMENT.
(a) A Participant may withdraw all, but not less than all, of the
payroll deductions credited to his or her Payroll Deduction Account and not
yet used toward the exercise of his or her option under the Plan at any time
by giving written notice to the Company on a form substantially similar to
Exhibit B attached to this Plan. All of the Participant's payroll deductions
credited to his or her Payroll Deduction Account will be paid to such
Participant promptly after receipt of his or her notice of withdrawal. A
withdrawal of a Participant's Payroll Deduction Account shall terminate the
Participant's participation for the Exercise Period in which the withdrawal
occurs. No further payroll deductions for the purchase of shares will be
made during the Exercise Period. A Participant may resume payroll deductions
as the beginning of any subsequent Exercise Period that is within the
Offering Period by delivering written notice on a form substantially similar
to Exhibit C.
(b) Upon termination of the Participant's Continuous Status as an
Employee of the Company for any reason, he or she will be deemed to have
elected to withdraw from the Plan and the payroll deductions credited to his
or her Payroll Deduction Account will be returned to such Participant and
his or her option will be cancelled; provided, however, that a Participant
who goes on a leave of absence shall be permitted to remain in the Plan with
respect to an Offering Period which commenced prior to the beginning of such
leave of absence. If such Participant is not guaranteed reemployment by
contract or statute and the leave of absence exceeds ninety (90) days, such
Participant shall be deemed to have terminated employment on the 91st day of
such leave of absence. Payroll deductions for a Participant who has been on
a leave of absence will resume upon return to work at the same rate as in
effect prior to such leave unless changed by such Participant or unless the
leave of absence begins in one Offering period and ends in a subsequent
Offering Period, in which case the Participant shall not be permitted to
re-enter the Plan until a new Subscription Agreement is filed with respect
to an Offering Period which commences after such Participant has returned to
work from the leave of absence.
(c) A Participant's withdrawal from one Offering Period will not have
any effect upon his or her eligibility to participate in a different
Offering Period or in any similar Plan which may hereafter be adopted by the
Company. Although a Participant may withdraw from one Offering Period and
join another Offering Period which commenced prior to the end of the
Offering Period from which he or she withdrew, such a change shall not
transfer payroll deductions from one Offering Period to another.
11. INTEREST. No interest shall accrue on the payroll deductions of a
Participant in the Plan.
12. STOCK.
(a) The maximum number of shares of the Company's Common Stock which
shall be made available for sale under the Plan shall be 500,000 shares,
subject to adjustment upon changes in capitalization of the Company as
provided in paragraph 18. Either authorized and unissued shares or issued
shares heretofore or hereafter reacquired by the Employer may be made
subject to purchase under the Plan, in the sole and absolute discretion of
the Board. Further, if for any reason any purchase of Common Stock under the
Plan is not consummated, shares subject to such purchase agreement may be
subjected to a new Subscription Agreement under the Plan. If, on a given
Exercise Date, the number of shares with respect to which options are to be
exercised exceeds the number of shares then available under the Plan, the
Company shall make a pro rata allocation of the shares remaining available
for purchase in as uniform a manner as shall be practicable and as it shall
determine to be equitable. In such event, the Company shall give
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written notice of such reduction of the number of shares which each Employee
shall be allowed to purchase. Notwithstanding anything to the contrary
herein, the Company shall not be obligated to issue Common Stock hereunder
if, in the opinion of counsel for the Company, such issuance would
constitute a violation of Federal or state securities laws.
(b) The Participant will have no interest or voting right in shares
covered by his or her option until such option has been exercised.
(c) Shares to be delivered to a Participant under the Plan will be
registered in the name of the Participant or, at the prior written request
of the Participant, in the names of the Participant and his or her spouse.
13. ADMINISTRATION. The Plan shall be administered by the Board or a
committee appointed by the Board. If a committee is appointed by the Board, such
committee shall have all of the powers of the Board with respect to the Plan
except for those powers set forth in paragraph 19 hereof. Members of the Board
who are eligible employees are permitted to participate in the Plan; provided,
however, that (i) members of the Board who are eligible Employees may not vote
on any matter affecting the administration of the Plan or the grant of any
option pursuant to the Plan, and (ii) if a committee is appointed by the Board
to administer the Plan, no committee member will be eligible to participate in
the Plan. The Board or a committee appointed hereunder shall have the following
powers and duties:
(a) To direct the administration of the Plan in accordance with the
provisions herein set forth;
(b) To adopt rules of procedure and regulations necessary for the
administration of the Plan provided the rules are not inconsistent with the
terms of the Plan;
(c) To determine all questions with regard to rights of Employees and
Participants under the Plan, including, but not limited to, rights of
eligibility of an Employee to participate in the Plan;
(d) To enforce the terms of the Plan and the rules and regulations it
adopts;
(e) To direct the distribution of the shares of Common Stock purchased
hereunder;
(f) To furnish the Employer with information which the Employer may
require for tax or other purposes;
(g) To engage the service of counsel (who may, if appropriate, be
counsel for the Employer) and agents whom it may deem advisable to assist it
with the performance of its duties;
(h) To prescribe procedures to be followed by Participants in electing
to participate herein;
(i) To receive from each Employer and from Employees such information as
shall be necessary for the proper administration of the Plan;
(j) To maintain, or cause to be maintained, separate accounts in the
name of each Participant to reflect the Participant's Payroll Deduction
Account under the Plan; and
(k) To interpret and construe the Plan.
14. DESIGNATION OF BENEFICIARY.
(a) A Participant may file a written designation of a beneficiary who is
to receive any shares from the Participant's Payroll Deduction Account under
the Plan in the event of such Participant's death subsequent to an Exercise
Date on which an option is exercised but prior to the issuance of such
shares. In addition, a Participant may file a written designation of a
beneficiary who is to receive any cash from the Participant's Payroll
Deduction Account under the Plan in the event of such Participant's death
prior to the Exercise Date of the option.
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(b) Such designation of beneficiary may be changed by the Participant at
any time by written notice. In the event of the death of a Participant and
in the absence of a beneficiary validly designated under the Plan who is
living at the time of such Participant's death, the Company shall deliver
such shares and/or cash to the executor or administrator of the estate of
the Participant, or if no such executor or administrator has been appointed
(to the knowledge of the Company), the Company, in its discretion, may
deliver such shares and/or cash to the spouse or to any one or more
dependents or relatives of the Participant, or if no spouse, dependent or
relative is known to the Company, then to such other person as the Company
may designate.
15. TRANSFERABILITY. Neither payroll deductions credited to Participant's
Payroll Deduction Account nor any rights with regard to the exercise of an
option to receive shares under the Plan may be assigned, transferred, pledged or
otherwise disposed of in any way (other than by will, the laws of descent and
distribution or as provided in paragraph 14 hereof) by the Participant. Any such
attempt at assignment, transfer, pledge or other disposition shall be without
effect, except that the Company may treat such act as an election to withdraw
funds in accordance with paragraph 10.
16. USE OF FUNDS. All payroll deductions received or held by the Company
under the Plan may be used by the Company for any corporate purpose, and the
Company shall not be obligated to segregate such payroll deductions.
17. REPORTS. Individual Payroll Deduction Accounts will be maintained for
each Participant in the Plan. Statements of Payroll Deduction Account will be
given to participating Employees promptly following an Exercise Date, which
statements will set forth the amounts of payroll deductions, the per share
purchase price, the number of shares purchased and the remaining cash balance,
if any.
18. ADJUSTMENTS UPON CHANGES IN CAPITALIZATION. If an option under this
Plan is exercised subsequent to any stock dividend, stock split, spinoff,
recapitalization, merger, consolidation, exchange of shares or the like,
occurring after such option was granted, as a result of which shares of any
class shall be issued in respect of the outstanding shares, or shares shall be
changed into a different number of the same or another class or classes, the
number of shares to which such option shall be applicable and the option price
for such shares shall be appropriately adjusted by the Company. Any such
adjustment, however, in the Common Stock shall be made without change in the
total price applicable to the portion of the Common Stock purchased hereunder
which has not been fully paid for, but with a corresponding adjustment, if
appropriate, in the price for each share of Common Stock.
In the event of the proposed dissolution or liquidation of the Company, the
Offering Period will terminate immediately prior to the consummation of such
proposed action, unless otherwise provided by the Board. In the event of a
proposed sale of all or substantially all of the assets of the Company, or the
merger of the Company with or into another corporation, each option under the
Plan shall be assumed or an equivalent option shall be substituted by such
successor corporation or a parent or subsidiary of such successor corporation,
unless the Board determines, in the exercise of its sole discretion and in lieu
of such assumption or substitution, that the Participant shall have the right to
exercise the option as to all of the optioned stock, including shares as to
which the option would not otherwise be exercisable. If the Board makes an
option fully exercisable, in lieu of assumption or substitution in the event of
a merger or sale of assets, the Board shall notify the Participant that the
option shall be fully exercisable for a period of thirty (30) days from the date
of such notice, and the option will terminate upon the expiration of such
period.
19. AMENDMENT OR TERMINATION. The Board may at any time and for any reason
terminate or amend the Plan. Except as specifically provided in the Plan, no
such termination can affect options previously granted, provided that an
Offering Period may be terminated by the Board on any Exercise Date if the Board
determines that the termination of the Plan is in the best interest of the
Company and its shareholders. Except as specifically provided in the Plan or as
required to obtain a favorable ruling from the Internal Revenue Service, no
amendment may make any change in any option theretofore granted which adversely
affects the rights of any Participant. To the extent necessary to
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comply with Rule 16b-3 under the Securities Exchange Act of 1934, as amended,
(the "Act") or Section 423 of the Code (or any successor rule or provision or
any other applicable law or regulation), the Company shall obtain shareholder
approval in such manner and to such a degree as required.
20. NOTICES. All notices or other communications by a Participant to the
Company under or in connection with the Plan shall be deemed to have been duly
given when received in the form specified by the Company at the location, or by
the person, designated by the Company for the receipt thereof.
21. SHAREHOLDER APPROVAL. Commencement of the Plan shall be subject to
approval by the shareholders of the Company within twelve months before or after
the date the Plan is adopted.
22. CONDITIONS UPON ISSUANCE OF SHARES. Shares shall not be issued with
respect to an option unless the exercise of such option and the issuance and
delivery of such shares pursuant thereto shall comply with all applicable
provisions of law, domestic or foreign, including, without limitation, the
Securities Act of 1933, as amended, the Act, the rules and regulations
promulgated thereunder, and the requirements of any stock exchange upon which
the shares may then be listed, and shall be further subject to the approval of
counsel for the Company with respect to such compliance.
As a condition to the exercise of an option, the Company may require the
person exercising such option to represent and warrant at the time of any such
exercise that the shares are being purchased only for investment and without any
present intention to sell or distribute, such shares if, in the opinion of
counsel for the Company, such a representation is required by any of the
aforementioned applicable provisions of law.
23. TERM OF PLAN. The Plan shall become effective upon the earlier to
occur of its adoption by the Board or its approval by the stockholders of the
Company as described in paragraph 21. It shall continue in effect for a term of
twenty (20) years unless sooner terminated under paragraph 19.
24. NO RIGHTS IMPLIED. Nothing contained in this Plan or any modification
or amendment to the Plan or in the creation of any Account, or the execution of
any participation election form, or the issuance of any shares of Stock, shall
give any Employee or Participant any right to continue employment, any legal or
equitable right against the Employer or Company or any officer, director, or
Employee of the Employer or Company, except as expressly provided by the Plan.
25. SEVERABILITY. In the event any provision of the Plan shall be held to
be illegal or invalid for any reason, the illegality or invalidity shall not
affect the remaining provisions of the Plan, but shall be fully severable and
the Plan shall be construed and enforced as if the illegal or invalid provision
had never been included herein.
26. NOTICE. Any notice required to be given herein by the Employer, the
Company or the Board shall be deemed delivered, when (a) personally delivered,
or (b) placed in the United States mails, in an envelope addressed to the last
known address of the person to whom the notice is given.
27. WAIVER OF NOTICE. Any person entitled to notice under the Plan may
waive the notice.
28. SUCCESSORS AND ASSIGNS. The Plan shall be binding upon all persons
entitled to purchase Common Stock under the Plan, their respective heirs,
legatees, and legal representatives upon the Employer, its successors and
assigns.
29. HEADINGS. The titles and headings of the paragraphs are included for
convenience of reference only and are not to be considered in construction of
the provisions hereof.
30. LAW. All questions arising with respect to the provisions of this
Agreement shall be determined by application of the laws of the State of Texas
except to the extent Texas law is preempted by Federal statute. The obligation
of the Employer to sell and deliver Common Stock 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 Common
Stock.
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31. NO LIABILITY FOR GOOD FAITH DETERMINATIONS. Neither the members of the
Board nor any member of the committee (nor their delegates) shall be liable for
any act, omission, or determination taken or made in good faith with respect to
the Plan or any right to purchase shares of Common Stock granted under it, and
members of the Board and the committee (and their delegatees) 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 therefrom 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.
32. PARTICIPATING EMPLOYERS. This Plan shall constitute the employee stock
purchase plan of each Subsidiary which shall adopt this Plan as its own
employees' employee stock purchase plan, effective with respect to each such
Subsidiary upon the adoption thereof by official action of its board of
directors, or by other similar action.
33. APPLICATION OF PLAN PROVISIONS. Except as provided in paragraph 32,
the provisions of this Plan shall be applied separately to each Subsidiary and
its employees exactly as if each such Subsidiary participating in the Plan was
the sole and only employer which is a party hereto. Except in paragraph 32, the
word "Employer," wherever used herein, shall be deemed to refer only to the
particular Employer separately insofar as that Employer and its Employees are
concerned, and likewise the words "Employee," "Employees," "Participant" and
"Participants" shall be deemed to refer solely to the Employees of that
particular Employer, or such of them as may become Participants, as if their
Employer were the sole and only Employer which is a party hereto.
IN WITNESS WHEREOF, this Employee Stock Purchase Plan has been executed
effective this day of , 1994.
AMERICREDIT CORP.
By:
----------------------------------
Its
-----------------------------
ATTEST:
- - ----------------------------------
SECRETARY
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EXHIBIT A
AMERICREDIT CORP.
EMPLOYEE STOCK PURCHASE PLAN
SUBSCRIPTION AGREEMENT
I, , have read the attached prospectus explanation of the
AmeriCredit Corp. (the "Company") Employee Stock Purchase Plan. I have decided:
(check one)
/ / NOT to participate.
/ / TO PARTICIPATE. I wish to purchase that amount of common stock that
can be purchased with % of my compensation (select the percentage
of your compensation from either 0 or 1 to 10, in increments of 1,
that you elect to contribute).
/ / TO STOP my current payroll deductions.
In order to pay for the shares of Company common stock that I have elected
to purchase, I hereby authorize my Employer to deduct the percentage of my
compensation that I specified above from my pay each pay period while this
election is in effect.
I understand that said payroll deductions shall be accumulated for the
purchase of shares of Common Stock, $.01 par value, at the applicable purchase
price determined in accordance with the Stock Purchase Plan. I further
understand that, except as otherwise set forth in the Stock Purchase Plan,
shares will be purchased for me automatically on each Exercise Date of the
Offering Period unless I otherwise withdraw from the Offering Period or the
Stock Purchase Plan.
I have received a copy of the Company's most recent prospectus that
describes the Stock Purchase Plan and a copy of the complete Employee Stock
Purchase Plan. I understand that my participation in the Stock Purchase Plan is
in all respects subject to the terms of the Plan.
I hereby agree to be bound by the terms of the Stock Purchase Plan. The
effectiveness of this Subscription Agreement is dependent upon my eligibility to
participate in the Stock Purchase Plan.
In the event of my death, I hereby designate the following as my beneficiary
to receive all payments and shares due me and not yet paid or issued under the
Stock Purchase Plan:
Name and Address of Participant:
- - --------------------------------------
- - --------------------------------------
- - --------------------------------------
Signature:
- - --------------------------------------
Date:
- - --------------------------------------
A-9
<PAGE>
EXHIBIT B
AMERICREDIT CORP.
EMPLOYEE STOCK PURCHASE PLAN
NOTICE OF WITHDRAWAL
The undersigned Participant in the Offering Period of the Employee Stock
Purchase Plan which began on , (the "Enrollment Date")
hereby notifies the Company that effective on , 19 (the
"Withdrawal Date") he or she withdraws from
/ / the current Exercise Period only
/ / the Offering Period
The undersigned hereby directs the Company to pay to the undersigned as
promptly as possible following the Withdrawal Date all the payroll deductions
created to his or her Payroll Deduction Account with respect to such Offering
Period. The undersigned understands and agrees that if withdrawing from the
Exercise Period no further payroll deductions will be made for the purchase of
shares in such Exercise Period and the undersigned may not participate in
another Exercise Period within the Offering Period unless the undersigned
delivers to the Company a Notice to Resume Payroll Deductions. If the withdrawal
is from the Offering Period, no further payroll deductions will be made for the
purchase of shares in the Offering Period.
Name and Address of Participant:
- - --------------------------------------
- - --------------------------------------
- - --------------------------------------
Signature:
- - --------------------------------------
Date:
- - --------------------------------------
A-10
<PAGE>
EXHIBIT C
AMERICREDIT CORP.
EMPLOYEE STOCK PURCHASE PLAN
NOTICE TO RESUME PAYROLL DEDUCTIONS
The undersigned Participant in the Offering Period of the Employee Stock
Purchase Plan which began on , hereby notifies the
Company to resume payroll deductions for his or her Payroll Deduction Account at
the beginning of the next Exercise Period in accordance with the terms of the
Subscription Agreement executed by the undersigned at the beginning of the
Offering Period.
Name and Address of Participant:
- - --------------------------------------
- - --------------------------------------
- - --------------------------------------
Signature:
- - --------------------------------------
Date:
- - --------------------------------------
A-11
<PAGE>
AMERICREDIT CORP.
PROXY SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS OF
P AMERICREDIT CORP. FOR THE ANNUAL MEETING NOVEMBER 9, 1994
R The undersigned hereby constitutes and appoints Clifton H. Morris, Jr. and
Daniel E. Berce, and each of them, his true and lawful agents and proxies
O with full power of substitution in each, to represent the undersigned at
the annual meeting of stockholders of AmeriCredit Corp. to be held at the
X Fort Worth Club, 777 Taylor Street, Fort Worth, Texas on Wednesday,
November 9, 1994, and at any adjournments thereof, on all matters coming
Y before said meeting.
Election of Directors, Nominees: (change of address)
Clifton H. Morris, Jr., Michael R. Barrington, _______________________
Daniel E. Berce, James H. Greer, Gerald W. Haddock _______________________
and Kenneth H. Jones, Jr. _______________________
(If you have written
in the above space,
please mark the
corresponding box on
the reverse side of
this card.)
YOU ARE ENCOURAGED TO SPECIFY YOUR CHOICES BY MARKING THE APPROPRIATE BOXES,
SEE REVERSE SIDE, BUT YOU NEED NOT MARK ANY BOXES IF YOU WISH TO VOTE IN
ACCORDANCE WITH THE BOARD OF DIRECTORS RECOMMENDATIONS. THE PROXIES CANNOT
VOTE YOUR SHARES UNLESS YOU SIGN AND RETURN THIS CARD.
SEE REVERSE
SIDE
<PAGE>
/X/ Please mark your SHARES IN YOUR NAME
votes as in this
example.
FOR WITHHELD
1. Election of Directors / / / /
(SEE REVERSE)
FOR AGAINST ABSTAIN
2. Approve AmeriCredit Corp. / / / / / /
Employee Stock Purchase Plan
FOR AGAINST ABSTAIN
3. Ratify appointment of Coopers & / / / / / /
Lybrand as independent accountants
FOR AGAINST ABSTAIN
4. Transact other business properly / / / / / /
before the meeting
For, except vote withheld from the following nominee(s):
________________________________________________________
Change
of
Address / /
SIGNATURE(S) _____________________________ DATE ________________
SIGNATURE(S) _____________________________ DATE ________________
NOTE: Please sign exactly as name appears hereon. Joint owners should each
sign. When signing as attorney, executor, administrator, trustee or
guardian, please give full title as such.
