As filed with the Securities and Exchange Commission on April 7,
1995
Registration No. 33-57517
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Amendment No. 1
to
FORM S-3
REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933
AMERICREDIT CORP.
(Exact name of registrant as specified in its charter)
Texas 75-2291093
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.
200 Bailey Avenue, Fort Worth, Texas 76107 (817) 332-7000
(Address, including zip code, and telephone number, including
area code, of registrant's principal executive offices)
Texas 75-2291093
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
200 Bailey Avenue, Fort Worth, Texas 76107 (817) 332-7000
(Address, including zip code, and telephone number, including
area code, of registrant's principal executive offices)
Chris A. Choate Copy to:
General Counsel
AmeriCredit Corp. L. Steven Leshin
200 Bailey Ave. Jenkens & Gilchrist, a
Fort Worth, Texas 76107 Professional Corporation
(817) 332-7000 1445 Ross Avenue, Suite 3200
(Name, address, including
zip code, and telephone
number, including area code,
of agent for service)
Approximate date of commencement of proposed sale to the
public: As soon as possible after the Registration Statement
becomes effective.
If the only securities being registered on this Form are
being offered pursuant to dividend or interest reinvestment
plans, please check the following box.
If any of the securities being registered on this Form are
to be offered on a delayed or continuous basis pursuant to Rule
<PAGE>
415 under the Securities Act of 1933, other than securities
offered only in connection with dividend or interest reinvestment
plans, check the following box. X
The registrant hereby amends this Registration Statement on
such date or dates as may be necessary to delay its effective
date until the registrant shall file a further amendment which
specifically states that this Registration Statement shall
thereafter become effective in accordance with Section 8(a) of
the Securities Act of 1933 or until the Registration Statement
shall become effective on such date as the Commission, acting
pursuant to said Section 8(a), may determine.
<PAGE>
Subject to Completion
Preliminary Prospectus Dated April 7, 1995
500,000 Shares of Common Stock Issuable upon
Exercise of Marketing Representative Stock Options
and the
Issuance of the Related Marketing Representative
Stock Options
AmeriCredit Corp.
____________
AmeriCredit Corp., a Texas corporation (the "Company"),
desires to provide an incentive to its marketing representatives
and consultants to promote the Company's financial services to
automobile dealerships and other entities through the grant by
the Company of nonqualified stock options to such marketing
representatives and consultants. Such grants will be made from
time to time in the discretion of the Plan Administrator to
reward the performance of and provide incentive for the marketing
representatives and consultants. On October 12, 1994, the
Company's Board of Directors adopted the Marketing Representative
Stock Option Plan of AmeriCredit Corp. (the "Plan") to provide
for such grants.
This prospectus relates to the 500,000 shares (the "Shares")
of common stock, $0.01 par value per share ("Common Stock"), of
the Company, that will be issued upon exercise of nonqualified
stock options ("Marketing Representative Stock Options") to be
granted under the Plan to the Company's marketing representatives
and consultants, which include both employees and independent
contractors, who promote the Company's financial services to
automobile dealerships and other entities, such as banks or other
financial institutions that refer business to the Company. This
prospectus also relates to the 500,000 Marketing Representative
Stock Options to be granted under the Plan.
Each Marketing Representative Stock Option will have an
exercise price equal to the fair market value of a share of
Common Stock on the option's date of grant and will expire no
later than the tenth anniversary of such date of grant.
Marketing Representative Stock Options may not be transferred,
assigned or hypothecated and any attempt to transfer, assign or
hypothecate a Marketing Representative Stock Option shall cause
such Marketing Representative Stock Option to become null and
void.
Generally, the shares of Common Stock received upon the
exercise of Marketing Representative Stock Options may be resold
under the Securities Act of 1933, as amended (the "Securities
Act"), without limitation as to either the quantity sold or the
period during which such stock was held, provided such shares are
acquired upon exercise of a Marketing Representative Stock Option
<PAGE>
while the registration statement of which this prospectus is a
part remains effective under the Securities Act.
The grant of a Marketing Representative Stock Option to a
marketing representative will not be taxable to such person.
Upon the exercise of a Marketing Representative Stock Option, the
marketing representative will recognize ordinary compensation
income at the time of the exercise in an amount equal to the
excess of the then fair market value of the shares of Common
Stock received over the exercise price.
The Common Stock is traded on the New York Stock Exchange
under the symbol ACF. On April 4, 1995, the last reported sale
price of the Common Stock as reported by the New York Stock
Exchange was $8.25 per share.
THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE
SECURITIES AND EXCHANGE COMMISSION OR ANY STATE SECURITIES
COMMISSION NOR HAS THE COMMISSION OR ANY STATE SECURITIES
COMMISSION PASSED UPON THE ACCURACY OR ADEQUACY OF THIS
PROSPECTUS. ANY REPRESENTATION TO THE CONTRARY IS A CRIMINAL
OFFENSE.
The date of this prospectus is ________ __, 1995.<PAGE>
AVAILABLE INFORMATION
The Company is subject to the informational requirements of
the Securities Exchange Act of 1934, as amended (the "Exchange
Act"), and in accordance therewith files reports, proxy
statements and other information with the Securities and Exchange
Commission (the "Commission"). Such documents can be inspected
and copied at the public reference facilities of the Commission,
450 Fifth Street, N.W., Room 1024, Washington, D.C. 20549; and at
certain of its regional offices located at the Northwest Atrium
Center, 500 West Madison Street, Suite 1400, Chicago, Illinois
60601; and 7 World Trade Center, New York, New York 10048.
Copies of such material can be obtained from the Public Reference
Section of the Commission at Judiciary Plaza, 450 Fifth Street,
N.W., Washington, D.C. 20549 at prescribed rates. Such reports,
proxy statements and other information can also be inspected at
the New York Stock Exchange, Inc., 20 Broad Street, New York, New
York 10005.
Additional information regarding the Company and the stock
options and common stock offered hereby is contained in the
Registration Statement on Form S-3 (which includes this
prospectus) and the exhibits relating thereto, filed with the
Commission under the Securities Act.
INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE
The following documents previously filed by the Company with
the Commission are incorporated in and made a part of this
prospectus:
(i) The Company's Annual Report on Form 10-K for the
year ended June 30, 1994;
(ii) The Company's Quarterly Report on Form 10-Q for
the quarter ended September 30, 1994;
(iii) The Company's Quarterly Report on Form 10-Q
for the quarter ended December 31, 1994; and
(iv) The Company's Registration Statement on Form 8-A,
dated October 4, 1989.
Any statement contained in any of the aforesaid documents
shall be deemed to be modified or superseded for all purposes to
the extent a statement in this prospectus or in any subsequently
filed document incorporated by reference herein modifies,
supersedes or replaces such statement.
All documents subsequently filed pursuant to Sections 13(a),
13(c), 14 and 15(d) of the Exchange Act prior to termination of
this offering shall be deemed to be incorporated in and made a
part of this prospectus.
<PAGE>
The Company will provide without charge to each person to
whom this prospectus is delivered, on the written or oral
request of such person, a copy of any or all of the documents
incorporated by reference herein (other than exhibits to such
documents unless such exhibits are specifically incorporated by
reference into such documents). Requests for such copy or copies
should be directed to the Company's Secretary and General
Counsel, 200 Bailey Avenue, Fort Worth, Texas 76107; telephone
(817) 332-7000.
<PAGE>
THE COMPANY
Since July 1992, the Company has been engaged in the
indirect consumer finance business through its wholly owned
subsidiary, AmeriCredit Financial Services, Inc. ("AFSI").
Through AFSI's branch offices, the Company serves as a source for
franchised and independent automobile dealerships to finance
their customers' purchases of automobiles. AFSI also utilizes
marketing representatives and consultants, which may either be
employees of AFSI or independent contractors, to market the
Company's services to automobile dealerships and other entities,
such as banks and financial institutions, that may refer business
to the Company. The Company targets customers who are typically
unable to obtain financing from traditional sources. Consumer
finance contracts originated by automobile dealerships, which
conform to the Company's credit policies, are purchased by the
Company ("Contracts"), generally for a nonrefundable acquisition
fee and without recourse against the automobile dealership.
Contracts typically range in amount from $6,000 to $12,000 with
repayment terms usually ranging from 24 to 60 months. The
Company services its consumer loan portfolio at a centralized
facility using its automated servicing and collection system.
The Company was incorporated in Texas on May 18, 1988 and
succeeded to the business, assets and liabilities of a
predecessor corporation formed under the laws of Texas on
August 1, 1986.
As used herein, the term "Company" refers to the Company,
its wholly owned subsidiaries and its predecessor corporation.
The Company's principal executive offices are located at 200
Bailey Avenue, Fort Worth, Texas 76107 and its telephone number
is (817) 332-7000.
<PAGE>
THE PLAN
General
In addition to the Company's network of branch offices, the
Company utilizes marketing representatives to promote its
financial services to automobile dealerships and to solicit such
dealerships to refer Contracts to the Company for purchase. The
Company also uses consultants to market its services to banks and
other financial institutions who may refer business, such as
declined credit applications, to the Company for review and
possible approval. Such marketing representatives and
consultants, who are typically compensated based on the number
of Contracts purchased by the Company from automobile dealerships
or other entities serviced by the representative, may either be
employees of the Company or non-employee independent contractors
engaged by the Company to provide services within one or more
geographic regions.
The Company desires to provide an additional incentive to
its marketing representatives and consultants through the grant
of nonqualified stock options to such representatives and
consultants. Such grants will be made from time to time in the
discretion of the Plan Administrator, both to reward and provide
incentive for existing marketing representatives and consultants
and also to entice new representatives and consultants to
commence providing services to the Company. The Company believes
that by providing marketing representatives and consultants an
opportunity to participate in the possible success and growth of
the Company through the ownership of Marketing Representative
Stock Options, the representatives and consultants will possibly
have an added incentive to solicit Contracts for purchase by the
Company. Further, the representatives' interests will, by virtue
of the ownership of the Marketing Representative Stock Options,
be more closely aligned with the interests of the Company and its
shareholders. However, because the Marketing Representative
Stock Options will have an exercise price equal to the fair
market value of a share of Common Stock on the date of grant,
there can be no assurances that the holders of Marketing
Representative Stock Options will realize any benefits from the
ownership of the Marketing Representative Stock Options.
The statements in this prospectus concerning the terms and
provisions of the Plan are summaries and do not purport to be
complete. All such statements are qualified in their entirety by
reference to the full text of the documents filed as exhibits to
the registration statement of which this prospectus is a part.
Additional updating and other information with respect to the
Plan and the Marketing Representative Stock Options and Shares
offered thereunder may be provided in the future to holders of
Marketing Representative Stock Options.
<PAGE>
The Plan is not a qualified deferred compensation plan under
section 401(a) of the Internal Revenue Code of 1986, as amended
(the "Code"), and is exempt from the provisions of the Employee
Retirement Income Security Act of 1974, as amended.
Participants under the Plan may obtain additional
information regarding the Plan and its administration from the
Company's Secretary and General Counsel, 200 Bailey Avenue, Fort
Worth, Texas 76107. The Secretary and General Counsel may also
be reached by phone at (817) 332-7000.
Purpose of the Plan
The purpose of the Plan is to provide an additional
incentive to marketing representatives and consultants to
solicit Contracts for purchase by the Company and to otherwise
promote the Company as a source for automobile dealerships to
finance their customers' purchases of automobiles. In
furtherance of this purpose, the Plan authorizes the granting of
Marketing Representative Stock Options to marketing
representatives and consultants in the discretion of the Plan
Administrator. The Marketing Representative Stock Option
Committee of the Company or an officer or officers of the Company
or a Subsidiary of the Company designated by such committee will
administer the Plan and serve as Plan Administrator.
Eligibility
Any person serving as a marketing representative or as a
consultant for the Company, including employees of the Company
and non-employee independent contractors engaged by the Company
to provide marketing services within one or more geographic
regions, is eligible for the grant of Marketing Representative
Stock Options. Directors, officers and employees of the
Company, other than employees who are marketing representatives,
are not eligible for participation in the Plan. The Plan
Administrator shall have discretion to designate marketing
representatives for participation in the Plan.
Administration
The Marketing Representative Stock Option Committee of the
Company or an officer or officers of the Company or a subsidiary
of the Company designated by such Committee shall administer the
Plan (herein the term "Plan Administrator" shall refer to whoever
is administering the Plan at any given time). The Plan
Administrator, from time to time, may adopt rules and regulations
for carrying out the purposes of the Plan. The determinations
and the interpretation and construction of any provision of the
Plan by the Plan Administrator are final, binding and conclusive.
<PAGE>
Grant of Marketing Representative Stock Options
The Plan Administrator shall have sole and absolute
discretion to determine the number of shares covered by each
grant of a Marketing Representative Stock Option, the duration
that the option shall be exercisable, and the terms and
conditions upon which Marketing Representative Stock Options
shall be exercisable, including, but not limited to, the dates
upon which an option shall become exercisable, subject to the
applicable provisions of the Plan. There are no criteria for, or
restrictions regarding, the determination of the Plan
Administrator to make grants of Marketing Representative Stock
Options.
Type of Stock Option
Marketing Representative Stock Options shall be nonqualified
stock options and will not be entitled to the tax treatment of
incentive stock options as defined in Section 422 of the Code.
Option Agreements
Each Marketing Representative Stock Option shall be
evidenced by an agreement (an "Option Agreement") that shall
contain such terms as determined by the Plan Administrator and
that are not inconsistent with the Plan or applicable law. The
form of Option Agreement is contained as an exhibit in the
Registration Statement on Form S-3 (which includes this
prospectus) filed with the Commission under the Securities Act.
Exercise Price
The exercise price per share of Common Stock of any
Marketing Representative Stock Option shall be the fair market
value per share of Common Stock on the date of grant of such
Marketing Representative Stock Option. As defined in the Plan,
the fair market value of a Share of Common Stock on the date of
grant, provided the Common Stock continues to trade on the New
York Stock Exchange, is the closing sales price on the business
day immediately prior to the date of grant.
Exercise of Marketing Representative Stock Options and Payment
A Marketing Representative Stock Option may be exercised by
written notice to the Company. Such written notice shall be in
accordance with the terms of the Option Agreement evidencing the
Marketing Representative Stock Option, and must be accompanied by
payment of the full exercise price for the Shares the holder of
the Marketing Representative Stock Option (an "Optionee") chooses
to exercise. The exercise price for any Shares purchased shall
be paid solely in cash, by certified or cashier's check or by
<PAGE>
money order. The Plan Administrator, in its sole discretion, may
accept a personal check in full or partial payment of any Shares.
In order to assure compliance with the securities laws,
during any time that the registration statement of which this
prospectus is a part is not effective, the Plan Administrator may
require such evidence as it may deem necessary to establish that
the shares of Common Stock are being purchased for investment and
not with a view to, or for sale in connection with, a
distribution (as that term is defined under the Securities Act).
If this prospectus is not then part of an effective registration
statement, the Plan Administrator may further require legends on
the certificates representing the Shares.
As a condition to the transfer of a certificate representing
Shares, the Plan Administrator may obtain such agreements or
undertakings, if any, as it may deem necessary or advisable to
assure compliance with any provision of the Plan or any law or
regulation.
Termination or Cancellation of Dealership Stock Option
The unexercised portion of a Marketing Representative Stock
Option shall terminate at such times and upon such conditions as
the Plan Administrator shall provide in an Option Agreement.
In anticipation of certain major corporate events, such as,
among other things, certain changes in control, mergers or sales
of substantially all of the assets of the Company (a
"Cancellation Event"), the Plan Administrator may, after thirty
days' written notice to an Optionee (the "Cancellation Notice"),
cancel any portion of a Marketing Representative Stock Option
that remains unexercised upon the consummation of such
Cancellation Event. If the Cancellation Event is not
consummated, the Cancellation Notice relating to such
Cancellation Event shall be of no effect. An Optionee, in any
event, will have the opportunity to exercise the unexercised
portion of the Optionee's Marketing Representative Stock Options
prior to such Cancellation Event.
Transferability
Marketing Representative Stock Options may not be
transferred, assigned or hypothecated after their grant and any
attempt to transfer, assign or hypothecate a Marketing
Representative Stock Option shall cause such Marketing
Representative Stock Option to become null and void. Marketing
Representative Stock Options may be exercised solely by the
Optionee.
<PAGE>
Reserve of Common Stock
Shares of Common Stock to be issued upon the exercise of
Marketing Representative Stock Options may be either shares held
in the Company's treasury or from authorized but unissued shares.
If any Marketing Representative Stock Option, or any part of such
Marketing Representative Stock Option, expires, terminates or is
canceled or surrendered as to any Shares, for any reason without
having been exercised in full, the Shares allocable to the
unexercised portion of such Marketing Representative Stock Option
may again be subject to the grant of Marketing Representative
Stock Options under the Plan.
Term of the Plan
The Plan became effective on October 12, 1994 (the
"Effective Date"), the date of the Plan's adoption by the
Company's Board of Directors. The Plan is to continue in effect
until the tenth anniversary of the Effective Date unless sooner
terminated by the Company.
Adjustments
In the event of any stock dividend, stock split-up,
combination or exchange of shares of Common Stock, appropriate
adjustments shall be made to (i) the number of shares reserved
under the Plan; (ii) the number of shares subject to each
outstanding Marketing Representative Stock Option; (iii) the
exercise price of each outstanding Marketing Representative Stock
Option and (iv) the number of shares subject to subsequently
granted Marketing Representative Stock Options. No adjustment
shall be made upon the issuance of shares of the Company's
capital stock or securities convertible into the Company's
capital stock, either in connection with a direct sale or upon
the exercise of rights or to subscribe therefor, or upon the
conversion of shares or obligations of the Company convertible
into such shares or other securities.
Amendment
The Company's Board of Directors may amend, modify or
terminate the Plan and any outstanding Marketing Representative
Stock Option at any time and in any respect. Except with regard
to the cancellation of a Marketing Representative Stock Option
upon the consummation of a Cancellation Event where the
Optionee's consent is not required, the Board of Directors may
not amend, modify or terminate an outstanding Marketing
Representative Stock Option without the Optionee's consent if
such amendment, modification or termination materially impairs
such outstanding Marketing Representative Stock Option.
<PAGE>
Proceeds
The proceeds received by the Company from the sale of Shares
will be used for general corporate purposes.
Listing
The Company has applied for a listing of the Shares on the
New York Stock Exchange, subject to official notice of issuance.
FEDERAL INCOME TAX CONSEQUENCES
General
The federal tax information set forth below is based upon
present federal income tax laws and thus is subject to change
when such laws change. Moreover, this summary of tax
consequences, which is not based upon an opinion of legal
counsel, attempts to paraphrase only the general rules and is not
intended to be a complete description of all tax effects from
participation in the Plan.
Grant of Marketing Representative Stock Options
The grant of a Marketing Representative Stock Option will
not be taxable to the recipient Optionee.
Exercise of Option
Generally, upon the exercise of a Marketing Representative
Stock Option, an Optionee will recognize ordinary compensation
income at the time of the exercise in an amount equal to the
excess of the then fair market value of the shares of Common
Stock received over the exercise price. If the Optionee is an
employee of the Company, the amount of such ordinary compensation
income may be subject to withholding for federal and state income
tax purposes. If the Optionee is not an employee of the Company,
there will be no withholding with respect to such amount.
Sale of Shares After Exercise
When shares of Common Stock received upon the exercise of a
Marketing Representative Stock Option are subsequently sold or
exchanged in a taxable transaction, the Optionee generally will
recognize capital gain (or loss) in the amount by which the
amount realized exceeds (or is less than) the fair market value
of the Common Stock on the date the Marketing Representative
Stock Option was exercised. Such capital gain or loss will be
long-term or short-term depending upon the Optionee's holding
period following the exercise of the Marketing Representative
Stock Option.
<PAGE>
Tax Consequences to the Company
The Company will not be entitled to a deduction for federal
income tax purposes for the granting of any Marketing
Representative Stock Option. The Company will generally be
entitled to a deduction for federal income tax purposes when an
Optionee exercises a Marketing Representative Stock Option in the
same amount as the ordinary income realized by the Optionee. All
such deductions are subject to the usual rules regarding the
reasonableness of compensation.
Individual Tax Consultation
In addition to the federal income tax consequences described
above, the acquisition, ownership or disposition of a Marketing
Representative Stock Option or shares acquired upon the exercise
of a Marketing Representative Stock Option may have tax
consequences under various state or foreign laws that may be
applicable to certain Optionees. Since these tax consequences,
as well as the federal income tax consequences described above,
may vary from Optionee to Optionee depending upon the particular
facts and circumstances involved, each Optionee should consult
its own tax advisor with respect to the federal income tax
consequences of the grant or exercise of a Marketing
Representative Stock Option, and also with respect to any tax
consequences under applicable state or foreign law.
RESTRICTIONS ON RESALE
Shares of Common Stock acquired upon exercise of Marketing
Representative Stock Options may be sold only in compliance with
the registration requirements of the Securities Act and
applicable state securities laws or exemptions therefrom. The
Company has filed with the Commission a Registration Statement on
Form S-3 registering under the Securities Act the issuance of the
Marketing Representative Stock Options and the sale of the Shares
issuable upon the exercise of Marketing Representative Stock
Options (the "Registration Statement"). Consequently, under the
federal securities laws, persons not deemed to be affiliates of
the Company within the meaning of the Securities Act and
applicable regulations promulgated thereunder by the Commission
may exercise Marketing Representative Stock Options and resell
Shares under the Securities Act without limitation as to either
the quantity sold or the period during which such stock was held,
provided such Shares are acquired upon exercise of a Marketing
Representative Stock Option while the Registration Statement
under the Securities Act covering the issuance of such Shares is
in effect.
Persons who are "affiliates" of the Company may resell
Shares under the Securities Act only (i) in accordance with the
provisions of Rule 144 of the Securities Act promulgated by the
<PAGE>
Commission (exclusive of the two-year holding period if such
Shares are acquired upon exercise of a Marketing Representative
Stock Option while the Registration Statement covering the
issuance of such Shares is in effect) or some other exemption
from registration under the Securities Act, or (ii) pursuant to
an applicable, current and effective registration statement under
the Securities Act, including Form S-1 or Form S-3, but not
including a registration statement on Form S-8. As of the date
of this prospectus, there is no registration statement that
registers sales of Shares by affiliates of the Company.
An affiliate of the Company, as defined in Rule 405
promulgated by the Commission, is a person that directly, or
indirectly through one or more intermediaries, controls or is
controlled by, or is under common control with, the Company. The
determination of whether a person is an affiliate of the Company
is primarily a factual one based upon whether he possesses,
directly or indirectly, individually or in concert with others,
the power to direct or cause the direction of the management or
policies of the Company, whether through the ownership of voting
stock, by executive position, by membership on the Company's
Board of Directors, by contract or otherwise. Therefore, each
Optionee should consult its legal counsel concerning whether it
is an affiliate of the Company and the attendant restrictions on
the resale of Shares under the Securities Act.
LEGAL MATTERS
The validity of Marketing Representative Stock Options and
the Shares will be passed upon for the Company by Jenkens &
Gilchrist, a Professional Corporation, Dallas, Texas.
EXPERTS
The consolidated balance sheets as of June 30, 1994 and 1993
and the consolidated statements of operations and cash flows for
each of the three years in the period ended June 30, 1994,
incorporated by reference in this prospectus, have been
incorporated herein in reliance on the report of Coopers &
Lybrand L.L.P., independent accountants, given on the authority
of that firm as experts in accounting and auditing.
<PAGE>
No person has been authorized to give any information or to make
any representations other than those contained in this
prospectus, and if given or made, such information or
representation must not be relied upon as having been authorized
by the Company. Neither the delivery of this prospectus nor any
sale made hereunder shall, under any circumstances, create an
implication that there has been no change in the affairs of the
Company since the date hereof or that the information contained
herein is correct as of any time subsequent to its date. This
prospectus does not constitute an offer to sell or a solicitation
of an offer to buy any such securities other than the registered
securities to which it relates. This prospectus does not
constitute an offer to sell or a solicitation of an offer to buy
such securities in any circumstances in which such offer or
solicitation is unlawful.
<PAGE>
TABLE OF CONTENTS
Page
Available Information. . . . . . . . . . . . . . . . . . . . . . . . 2
Incorporation of Certain
Documents by Reference . . . . . . . . . . . . . . . . . . . . . . 2
The Company. . . . . . . . . . . . . . . . . . . . . . . . . . . . . 3
The Plan . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 4
Federal Income Tax Consequences. . . . . . . . . . . . . . . . . . . 7
Restrictions on Resale . . . . . . . . . . . . . . . . . . . . . . . 8
Legal Matters. . . . . . . . . . . . . . . . . . . . . . . . . . . . 8
Experts. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 8
<PAGE>
500,000 Shares of Common Stock Issuable upon
Exercise of Marketing Representative Stock
Options
and the
Issuance of the Related Marketing Representative
Stock Options
AmeriCredit Corp.
__________
PROSPECTUS
__________
____________ __, 1995
<PAGE>
PART II
INFORMATION NOT REQUIRED IN THE PROSPECTUS
Item 14. Other Expenses of Issuance and Distribution.
Expenses payable in connection with the distribution of the
securities being registered (estimated except for the
registration fee), substantially all of which will be borne by
the Company, are as follows:
Registration fee. . . . . . . . . . . . . . . . . . . . . . . $ 1,059
Legal fees and expenses . . . . . . . . . . . . . . . . . . . . .2,500
Accounting fees and expenses . . . . . . . . . . . . . . . . . 1,000
Stock exchange listing fee. . . . . . . . . . . . . . . . . . . 1,500
Blue sky fees and expenses. . . . . . . . . . . . . . . . . . . 1,000
Miscellaneous expenses. . . . . . . . . . . . . . . . . . . . . 500
Total . . . . . . . . . . . . . . . . . . . . . . . . . . . . .$ 7,559
Item 15. Indemnification of Directors and Officers.
Article 2.02-1 of the Texas Business Corporation Act
provides for indemnification of directors and officers in certain
circumstances. Reference is also made to Article VIII of the
Articles of Incorporation of the Company included herein as
Exhibit 4.1 and Article VIII of the Bylaws of the Company
included herein as Exhibit 4.2, each of which provides for broad
indemnification of directors and officers.
Reference is also made to Article IX of the Company's
Articles of Incorporation, contained in Exhibit 4.1 hereto, which
eliminates the liabilities of directors to the Company and its
shareholders in certain circumstances.
Item 16. Exhibits
4.1 Articles of Incorporation of AmeriCredit Corp., as
amended to date (incorporated by reference to
Exhibits 3.1, 3.2 and 3.3 of the registrant's
Annual Report on Form 10-K for the fiscal year
ended June 30, 1994).
4.2 Bylaws of the registrant, as amended to date
(incorporated by reference to Exhibit 3.4 of the
registrant's Annual Report on Form 10-K for the
year ended June 30, 1994).
4.3* Marketing Representative Stock Option Plan of
AmeriCredit Corp.
<PAGE>
4.4* *- Form of Marketing Representative Stock Option
Agreement under the Marketing Representative Stock
Option Plan of AmeriCredit Corp.
5.1* Opinion of Jenkens & Gilchrist, a Professional
Corporation, counsel for the Company, as to the
validity of issuance of the Marketing
Representative Stock Options and the Common Stock.
23.1* Consent of Jenkens & Gilchrist, a Professional
Corporation (to be included in the Opinion in
Exhibit 5.1).
23.2**- Consent of Coopers & Lybrand L.L.P. (included in
this Part II).
24.1* Power of Attorney of certain officers and directors
(included on the signature page hereto).
_______
* Previously filed.
** Filed herewith.
<PAGE>
Item 17. Undertakings.
The undersigned registrant hereby undertakes:
(1) To file, during any period in which offers or sales are
being made, a post-effective amendment to this registration
statement:
(i) To include any prospectus required by section
10(a)(3) of the Securities Act of 1933;
(ii) To reflect in the prospectus any facts or
events arising after the effective date of the registration
statement (or the most recent post-effective amendment
thereof) which, individually or in the aggregate, represent
a fundamental change in the information set forth in the
registration statement;
(iii) To include any material information with
respect to the plan of distribution not previously disclosed
in the registration statement or any material change to such
information in the registration statement;
Provided, however, that paragraphs (1)(i) and (1)(ii) do not
apply if the information required to be included in a post-
effective amendment by those paragraphs is contained in periodic
reports filed by the registrant pursuant to section 13 or
section 15(d) of the Securities Exchange Act of 1934 that are
incorporated by reference in the registration statement.
(2) That, for the purpose of determining any liability
under the Securities Act of 1933, each such post-effective
amendment shall be deemed to be a new registration statement
relating to the securities offered therein, and the offering of
such securities at that time shall be deemed to be the initial
bona fide offering thereof.
(3) To remove from registration by means of a post-
effective amendment any of the securities being registered which
remain unsold at the termination of the offering.
Insofar as indemnification for liabilities arising under the
Securities Act of 1933 may be permitted to directors, officers
and controlling persons of the registrant pursuant to the
foregoing provisions, or otherwise, the registrant has been
advised that in the opinion of the Securities and Exchange
Commission such indemnification is against public policy as
expressed in the Act and is, therefore, unenforceable. In the
event a claim for indemnification against such liabilities (other
than the payment by the registrant of expenses incurred or paid
by a director, officer or controlling person of the registrant in
the successful defense of any action, suit or proceeding) is
asserted by such director, officer or controlling person in
connection with the securities being registered, the registrant
will, unless in the opinion of its counsel the matter has been
<PAGE>
settled by controlling precedent, submit to a court of
appropriate jurisdiction the question whether such
indemnification by it is against public policy as expressed in
the Act and will be governed by the final adjudication of such
issue.
The undersigned registrant hereby undertakes that for
purposes of determining any liability under the Securities Act of
1933, each filing of the registrant's annual report pursuant to
Section 13(a) or Section 15(d) of the Securities Exchange Act of
1934 that is incorporated by reference in this Registration
Statement shall be deemed to be a new registration statement
relating to the securities offered herein, and the offering of
such securities at that time shall be deemed to be the initial
bona fide offering thereof.<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Act of
1933, the registrant has duly caused this Registration Statement
(No. 33-57517) to be signed on its behalf by the undersigned,
thereunto duly authorized, in the City of Fort Worth, State of
Texas, on April 5, 1995.
AMERICREDIT CORP.
By: ____________________
Chris A. Choate, Vice
President, General
Counsel and Secretary
POWER OF ATTORNEY
Pursuant to the requirements of the Securities Act of
1933, this Amendment No. 1 to the Registration Statement has been
signed by the following persons in the capacities and on the
dates indicated.
Signature Capacity Date
Clifton H. Morris, Jr.* Chairman of the Board, April 5, 1995
(Clifton H. Morris, Jr.) President and Chief
Executive Officer of
the Company
Daniel E. Berce* Vice President, April 5, 1995
(Daniel E. Berce) Chief Financial Officer,
Treasurer and Director
of the Company (Principal
Financial and Accounting
Officer)
Michael R. Barrington* Vice President and April 5, 1995
(Michael R. Barrington) Director of the Company
James H. Greer* Director of the Company April 5, 1995
(James H. Greer)
Gerald W. Haddock* Director of the Company April 5, 1995
(Gerald W. Haddock)
<PAGE>
Kenneth H. Jones, Jr.* Director of the Company April 5, 1995
(Kenneth H. Jones, Jr.)
*By: /s/ Chris A. Choate
Chris A. Choate
Agent and Attorney-in-Fact
<PAGE>
CONSENT OF INDEPENDENT PUBLIC ACCOUNTANTS
We consent to the incorporation by reference in this
registration statement on Form S-3 of our report dated August 9,
1994, on our audits of the consolidated financial statements and
the financial statement schedules of AmeriCredit Corp. as of
June 30, 1994 and 1993, and for the years ended June 30, 1994,
1993 and 1992. We also consent to the reference to our firm
under the caption "Experts."
COOPERS & LYBRAND, L.L.P.
Fort Worth, Texas,
April 5, 1995
<PAGE>
EXHIBIT INDEX
Exhibit Number Document Description Sequentially
Numbered
Page
4.1 - Articles of Incorporation of AmeriCredit Corp., as
amended to date (incorporated by reference to Exhibits
3.1, 3.2 and 3.3 of the registrant's Annual Report on
Form 10-K for the fiscal year ended June 30, 1994).
4.2 - Bylaws of the registrant, as amended to date (incorporated
by reference to Exhibit 3.4 of the registrant's Annual
Report on Form 10-K for the year ended June 30, 1994).
4.3* - Marketing Representative Stock Option Plan of AmeriCredit
Corp.
4.4**- Form of Marketing Representative Stock Option Agreement
under the Marketing Representative Stock Option Plan of
AmeriCredit Corp.
5.1* - Opinion of Jenkens & Gilchrist, a Professional Corporation,
counsel for the Company, as to the validity of issuance
of the Marketing Representative Stock Options and the
Common Stock.
23.1* - Consent of Jenkens & Gilchrist, a Professional Corporation
(to be included in the Opinion in Exhibit 5.1).
23.2**- Consent of Coopers & Lybrand, L.L.P. (included in this
Part II).
24.1* - Power of Attorney of certain officers and directors
(included on the signature page hereto).
______________
* Previously filed.
** Filed herewith.<PAGE>
Exhibit 4.3<PAGE>
Exhibit 4.4<PAGE>
Exhibit 5.1
STOCK OPTION AGREEMENT
FOR THE
MARKETING REPRESENTATIVE STOCK OPTION PLAN
OF
AMERICREDIT CORP.
1. Grant of Option. As of the ___ day of ___________,
19__, ("Date of Grant") AmeriCredit Corp., (the "Company") hereby
grants to ___________________ (the "Optionee") a Nonincentive
Stock Option (the "Options") to acquire _____________ (____)
shares of the Common Stock, one cent ($0.01) par value of the
Company ("Shares") pursuant to the Marketing Representative Stock
Option Plan of AmeriCredit Corp. (the "Plan"), which is
incorporated herein by reference. Unless otherwise defined
herein, capitalized terms shall have the same meaning as terms
defined in the Plan.
2. Exercise Price. The exercise price is $_____ for each
share of Common Stock subject to the Options, which price is the
Fair Market Value (as defined in the Plan) on the Date of Grant
of the Options.
3. Exercise Schedule. This Option shall be exercisable as
follows: ____________________________________________________
4. Transferability. This Option is not transferable or
assignable and any attempt to transfer, assign or hypothecate
this Option shall cause this Option to become null and void.
This Option may be exercised solely by the Optionee.
5. Termination of Option.
(a) The unexercised portion of this Option shall
automatically and without notice terminate and become null and
void at the time of the earliest to occur of the following:
(i) ninety (90) days after the date that the Optionee
ceases to be employed or engaged by the Company as an independent
marketing representative or consultant regardless of the reason
therefore; and
(ii) _________________ ___, 20___
(b) The Plan Administrator in its sole discretion may,
by giving written notice ("cancellation notice") cancel,effective
upon the date of the consummation of any of the following
corporate transactions, all or any portion of this Option which
remains unexercised on such date:
(i) any transaction (which shall include a series of
transactions occurring within 60 days or occurring pursuant to a
plan), which has the result that shareholders of the Company
immediately before such transaction cease to own at least 51% of
<PAGE>
the voting stock of the Company or of any entity which results
from the participation of the Company in a reorganization,
consolidation, merger, liquidation or any other corporate
transaction;
(ii) a merger, consolidation, reorganization,
liquidation or dissolution in which the Company does not survive;
(iii) a sale, lease, exchange or other disposition of
all or substantially all of the property and assets of the
Company.
Such cancellation notice shall be given a reasonable period
of time prior to the proposed date of such cancellation and may
be given either before or after shareholder approval of such
corporate transaction.
(c) The Plan Administrator in his sole discretion
shall have the power to cancel, effective upon the date
determined by the Plan Administrator in his sole discretion, all
or any portion of this Option which is then exercisable (whether
or not accelerated by the Plan Administrator) upon payment to the
Optionee of cash in an amount which, in the absolute discretion
of the Plan Administrator, is determined to be equal to the
excess of (i) the aggregate Fair Market Value of the Shares
subject to such Option on the effective date of the cancellation
over (ii) the aggregate exercise price of such Option.
6. Payment of Exercise Price. This Option shall be deemed
exercised when (i) the Company has received written notice of
such exercise in accordance with the terms of this Option, (ii)
full payment of the aggregate option price of the Shares as to
which this Option is exercised has been made, and (iii) if the
Optionee is an employee of the Company, arrangements which are
satisfactory to the Plan Administrator in his sole discretion
have been made for the Optionee's payment to the Company of the
amount which the Plan Administrator determines to be necessary
for the Company to withhold in accordance with applicable federal
or state income tax withholding requirements. The option price
of any Shares purchased shall be paid solely in cash, by
certified or cashier's check or by money order; provided,
however, that the Plan Administrator in his sole discretion may
accept a personal check in full or partial payment of any Shares.
7. Adjustment of Shares.
(a) If at any time after the Date of Grant while any
unexercised portion of this Option is outstanding, there shall
be any increase or decrease in the number of issued and
outstanding Shares through the declaration of a stock dividend or
through any recapitalization resulting in a stock split-up,
combination or exchange of Shares, then appropriate adjustment
shall be made in the number of Shares and the exercise price per
<PAGE>
Share of such outstanding portion of this Option, so that the
same proportion of the Company's issued and outstanding Shares
shall continue to be subject to purchase at the same aggregate
exercise price.
(b) The Plan Administrator may change the terms of any
outstanding portion of this Option with respect to the exercise
price or the number of Shares subject to the Option, or both,
when, in his sole discretion, such adjustment becomes appropriate
by reason of any corporate transaction (as defined in Treasury
Regulation Section 1.425-1(a)(1)(ii)).
(c) Except as otherwise expressly provided herein, the
issuance by the Company of shares of its capital stock of any
class, or securities convertible into shares of capital stock of
any class, either in connection with direct sale or upon the
exercise of rights or warrants to subscribe therefore, or upon
conversion of shares or obligations of the Company convertible
into such shares or other securities, shall not affect, and no
adjustment by reason thereof shall be made with respect to the
number of or exercise price of Shares then subject to any
outstanding portion of this Option.
(d) Without limiting the generality of the foregoing,
the existence of any outstanding portion of this Option shall not
affect in any manner the right or power of the Company to make,
authorize or consummate (1) any or all adjustments,
recapitalizations, reorganizations or other changes in the
Company's capital structure or its business; (2) any merger or
consolidation of the Company; (2) any merger or consolidation of
the Company; (3) any issuance by the Company of debt securities,
or preferred or preference stock which would rank above the
Shares subject to outstanding Options; (4) the dissolution or
liquidation of the Company; (5) any sale, transfer or assignment
of all or any part of the assets or business of the Company; or
(6) any other corporate act or proceeding, whether of a similar
character or otherwise.
8. Issuance of Shares. No person shall be, or have any of
the rights or privileges of, a shareholder of the Company with
respect to any of the Shares subject to this Option unless and
until certificates representing such Shares shall have been
issued and delivered to such person. As a condition of any
transfer of the certificate for Shares, the Plan Administrator
may obtain such agreements or undertakings, if any, as he may
deem necessary or advisable to assure compliance with any
provision of the Plan, this Option or any law or regulation
including, but not limited to, the following:
(i) A representation, warranty, or agreement by the
Optionee to the Company, at the time any Option is exercised,
that he is acquiring the Shares to be issued to him for
investment and not with a view to, or for sale in connection
with, the distribution of any such Shares, and
<PAGE>
(ii) A representation, warranty, or agreement to be
bound by any legends that are, in the opinion of the Plan
Administrator, necessary or appropriate to comply with the
provisions of any securities law deemed by the Plan Administrator
to be applicable to the issuance of the Shares and are endorsed
upon the Share certificates.
Share certificates issued to an Optionee who is a party to any
shareholders agreement or a similar agreement shall bear the
legends contained in such agreements.
9. Taxes. Prior to the issuance of any Shares to Optionee
under this Option, if Optionee shall be an employee of the
Company, the Optionee shall pay to the Company in a form
satisfactory to the Plan Administrator the amount (if any) which
the Plan Administrator reasonably determines to be necessary for
the Company to withhold in accordance with applicable income tax
withholding requirements. If the Optionee is not an employee of
the Company, the Optionee shall make satisfactory arrangements
for the payment of any amounts necessary for applicable federal
or state income tax laws.
10. Law Governing. This Agreement is to be performed in
the State of Texas and shall be construed and enforced in
accordance with and governed by the laws of such state.
11. Interpretation. The Optionee accepts this Option
subject to all the terms and provisions of the Plan and this
Agreement. The undersigned Optionee hereby accepts as binding,
conclusive and final all decisions or interpretations of the Plan
Administrator upon any questions arising under the Plan and this
Agreement.
12. Severability. If any provision of this Agreement is
invalid, illegal or unenforceable, the remaining provisions shall
not be affected.
13. Notices. Any notice under this Agreement shall be in
writing and shall be deemed to have been duly given when
delivered personally or when deposited in the United States
mail, registered, postage prepaid, and addressed, in the case of
the Company, to the Secretary of the Company at the address
indicated on the signature page of this Agreement, or if the
Company should move its principal office, to such principal
office, and, in the case of the Optionee, to his last permanent
address shown on the Company's records, subject to the right of
either party to designate some other address at any time
hereafter in a notice satisfying the requirement of this section.
14. Heirs, Successors and Assigns. Each and all of the
covenants, terms, provisions and agreements contained herein
shall be binding upon and inure to the benefit of the Optionee's
heirs, legal representatives, successors and assigns.
15. Originals. This Agreement may be executed in duplicate
originals, the production of either of which shall be sufficient
<PAGE>
for all purposes for the proof of the terms of this Agreement.
AMERICREDIT CORP.
200 Bailey Avenue
Fort Worth, Texas 76107-1220
By: ______________________
CLIFTON H. MORRIS, JR.
Chairman of the Board,
President and Chief
Executive Officer
__________________________
[OPTIONEE]
