As filed with the Securities and Exchange Commission on
January 31, 1995
Registration No. 33-
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
------------
FORM S-3
REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933
-----------
AMERICREDIT CORP.
(Exact name of registrant as specified in its charter)
Texas 75-2291093
(State or other jurisdiction (I.R.S. Employer
Identification
of incorporation or organization) 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)
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Chris A. Choate Copy to:
Ceneral Counsel
AmeriCredit Corp. L. Steven Leshin
200 Bailey Avenue Jenkens & Gilchrist,
Fort Worth, Texas 76107 a Professional
(817) 332-7000 Corporation
(817)332-7000 1445 Ross Avenue, Ste 3200
(Name, address, including Dallas, Texas 75202-2799
zip code, and telephone
number, including area
code, of agent for service)
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Approximate date of commencement of proposed sale
to the public: As soon as possible after the
Registration Statement becomes effective.
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If the only securities being registered on this
Form are being offered pursuant to dividend or interest
reinvestment plans, please check the following box.
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<PAGE>
If any of the securities being registered on this
Form are to be offered on a delayed or continuous basis
pursuant to Rule 415 under the Securities Act of 1933,
other than securities offered only in connection with
dividend or interest reinvestment plans, check the
following box.
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CALCULATION OF REGISTRATION FEE
Proposed maximum
Title of each class of Amount to be offering price
securities registered registered per security(1)
Common stock, $0.01 500,000 Shares (2) $ 5.81
par value
Stock Options to 500,000 Marketing (5)
purchase 500,000 Representative
shares of common Stock Options (4)
stock (4)...........
Proposed maximum Amount of
aggregate offering registration
price (1) fee
Common Stock, $0.01
par value.......... $2,905,000 (3) $1,001.72
Stock Options to
purchase 500,000
shares of common
stock (4)........... (5) $ 100.00
--------
TOTAL $1,101.72
========
(1) Estimated solely for the purpose of
calculating the registration fee.
(2) Shares issuable upon exercise of nonqualified
stock options ("Marketing Representative Stock
Options") authorized to be granted to marketing
representatives and certain other consultants of
AmeriCredit Corp. under the Marketing Representative
Stock Option Plan of AmeriCredit Corp. (the "Plan").
(3) Calculated pursuant to Rule 457(c).
Accordingly, the price per share of the Common Stock
offered hereunder pursuant to the Plan is based on
<PAGE>
500,000 shares of Common Stock reserved for issuance
under the Plan and that are not currently subject to
outstanding Marketing Representative Stock Options at
a price per share of $5.81, which is the average of the
highest and lowest selling price per share of Common
Stock on the New York Stock Exchange on January
27, 1995.
(4) Marketing Representative Stock Options to be
granted to independent marketing representatives and
certain other consultants of AmeriCredit Corp. under
the Plan.
(5) Marketing Representative Stock Options are
granted in the discretion of the Plan Administrator to
marketing representatives and consultants, including
employees and independent contractors, who promote
AmeriCredit Corp.'s financial services to automobile
dealerships and other entities.
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 January 31, 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 based on various objective and subjective
criteria bearing on the performance of 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.
<PAGE>
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 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 January 27, 1995,
the last reported sale price of the Common Stock as
reported by the New York Stock Exchange was $5.88 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 January 31, 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; and
(iii) The Company's Registration
Statement on Form 8-A, dated October 4, 1989.
Any statement contained in any of the aforesaid
documents shall be deemed to be modified or superseded
for all purposes to the extent a statement in this
prospectus or in any subsequently filed document
incorporated by reference herein modifies, supersedes
or replaces such statement.
<PAGE>
All documents subsequently filed pursuant to
Sections 13(a), 13(c), 14 and 15(d) of the Exchange Act
prior to termination of this offering shall be deemed
to be incorporated in and made a part of this
prospectus.
The Company will provide without charge to each
person to whom this prospectus is delivered, 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.
<PAGE>
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.
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.
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.
<PAGE>
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.
Grant of Marketing Representative Stock Options
The Plan Administrator shall have 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.
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.
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.
<PAGE>
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 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.
<PAGE>
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.
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.
<PAGE>
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.
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.
<PAGE>
FEDERAL INCOME TAX CONSEQUENCES
General
The federal tax information set forth below is
based upon present federal income tax laws and thus is
subject to change when such laws change. Moreover,
this summary of tax consequences attempts to paraphrase
only the general rules and is not intended to be a
complete description of all tax effects from
participation in the Plan.
Grant of 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
<PAGE>
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 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.
<PAGE>
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.
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
500,000 Shares of Common Stock Issuable upon Exercise
of Marketing Representative Stock Options and the
Issuanace of the Related Marketing Representative Stock
Options
AmeriCredit Corp.
__________
PROSPECTUS
__________
January 31, 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).
<PAGE>
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).
_______
*
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.
<PAGE>
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 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.
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 scheduled 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
Fort Worth, Texas,
January 11, 1995
SIGNATURES
Pursuant to the requirements of the Securities Act
of 1933, the registrant certifies that it has
reasonable grounds to believe that it meets all of the
requirements for filing on Form S-3 and has duly caused
this Registration Statement to be signed on its behalf
by the undersigned, thereunto duly authorized, in the
City of Fort Worth, State of Texas, on January 12,
1995.
AMERICREDIT CORP.
By: /s/ Clifton H. Morris, Jr.
Clifton H. Morris, Jr.,
Chairman of the Board,
President and Chief Executive
Officer
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that each person whose
signature appears below hereby constitutes and appoints
Clifton H. Morris, Jr. and Chris A. Choate, and each of
them, his true and lawful attorneys-in-fact and agents,
with full power of substitution and resubstitution, for
him and in his name, place and stead, in any and all
capacities, to sign any and all amendments (including
post-effective amendments) to this registration
statement, and to file the same, with all exhibits
thereto, and other documents in connection therewith,
with the Securities and Exchange Commission, granting
unto said attorneys-in-fact and agents full power and
authority to do and perform each and every act and
thing requisite and necessary to be done, as fully to
all intents and purposes as he might or could do in
person, hereby ratifying and confirming all that said
attorneys-in-fact and agents or their or his substitute
or substitutes, may lawfully do or cause to be done by
virtue hereof.
<PAGE>
Pursuant to the requirements of the
Securities Act of 1933, this Registration Statement has
been signed by the following persons in the capacities
and on the dates indicated.
Signature Capacity Date
/s/ Clifton H. Morris, Jr. Chairman December 27,1994
(Clifton H. Morris, Jr.) of the Board, President,
and Chief Executive
Officer of the
Company
/s/ Daniel E. Berce Vice President, December 27,1994
(Daniel E. Berce) Financial Officer,
Treasurer and Director
of the Company
(Principal Financial
and Accounting Officer)
/s/ Michael R. Barrington Vice Pres- December 27,1994
(Michael R. Barrington) ident and Director
of the Company
/s/ James H. Greer Director of the December 27,1994
(James H. Greer) Company
/s/ Gerald W. Haddock Director of the December 27,1994
(Gerald W. Haddock) Company
/s/ Kenneth H. Jones, Jr. Director December 27,1994
(Kenneth H. Jones, Jr.) of the Company
MARKETING REPRESENTATIVE STOCK OPTION PLAN
OF
AMERICREDIT CORP.
Section 1. Purpose.
The purpose of the Marketing Representative Stock
Option Plan of AmeriCredit Corp. (the "Plan") is to
provide an incentive to independent marketing
representatives, consultants and other agents to refer
business to the Company.
Section 2. Definitions.
As used herein, the following terms shall have the
meaning indicated:
(a) "Agreement" shall mean the agreement
between the Company and the Optionee that
evidences the Option.
(b) "Business Day" shall mean (i) if the
Common Stock trades on a national exchange, any
day that the national exchange on which the Common
Stock trades is open or (ii) if the Common Stock
does not trade on a national exchange, any day
that commercial banks in the City of New York are
open.
(c) "Board" shall mean the Board of
Directors of the Company.
(d) "Common Stock" shall mean the Common
Stock, par value one cent ($0.01) per share, of
the Company.
(e) "Company" shall mean AmeriCredit Corp.,
a Texas corporation, and its wholly owned
subsidiaries.
(f) "Date of Grant" shall mean the date on
which an Option is granted pursuant to the terms
hereof.
<PAGE>
(g) "Director" shall mean a member of the
Board.
(h) "Effective Date" shall mean October 12,
1994, the date on which the plan was adopted by
the Board.
(i) "Exchange Act" shall mean the
Securities Exchange Act of 1934, as amended.
(j) "Fair Market Value" shall mean:
(i) If Shares are listed on a national
securities exchange at the date of
determining the Fair Market Value, the
closing sales price on such exchange on the
next Business Day immediately preceding the
date of determining Fair Market Value, as
reported in any newspaper of general
circulation; or
(ii) If Shares shall not be listed as
provided in Subsection 2(j)(i), a value
determined by any fair and reasonable means
prescribed by the Plan Administrator.
(k) "Internal Revenue Code" or "Code" shall
mean the Internal Revenue Code of 1986 as it now
exists or may be amended from time to time and the
rules thereunder.
(l) "Nonqualified Stock Option" shall mean a
stock option that is not an incentive stock option
as defined in Section 422 of the Internal Revenue
Code.
(m) "Option" (when capitalized) shall mean
any stock option granted under this Plan.
(n) "Optionee" shall mean any eligible
person to whom an Option has been granted under
this Plan.
<PAGE>
(o) "Plan" shall mean this Marketing
Representative Stock Option Plan of AmeriCredit
Corp.
(p) "Plan Administrator" shall mean the
person or persons administering the Plan as
provided in Section 4.
(q) "Share(s)" shall mean a share or shares
of the Common Stock.
Section 3. Total Aggregate Shares.
Subject to adjustments provided in Section 12
hereof, a total of five hundred thousand (500,000)
Shares shall be subject to the Plan. The Shares
subject to the Plan shall consist of unissued Shares or
previously issued Shares reacquired and held by the
Company and such number of Shares shall be and hereby
is reserved for sale for such purpose. Any of such
Shares that may remain unsold and that are not subject
to outstanding Options at the termination of the Plan
shall cease to be reserved for the purpose of the Plan,
but until termination of the Plan, the Company shall at
all times reserve a sufficient number of Shares to meet
the requirements of the Plan. Should any Option
expire, terminate, or be canceled or surrendered prior
to its exercise in full, the Shares theretofore subject
to such Option may again be the subject of an Option
under the Plan.
Section 4. Administration of the Plan.
(a) The Plan shall be administered by the
Marketing Representative Stock Option Committee of the
Company or any officer or officers of the Company or
any subsidiary designated by such Committee (herein the
term "Plan Administrator" shall refer to whoever is
administering this Plan from time to time).
<PAGE>
(b) Subject to the express provisions of this
Plan, the Plan Administrator shall have the authority,
in his sole and absolute discretion (i) to designate
participants, the number of shares covered by each
grant of an Option, and the duration that the Option
shall be exercisable, (ii) to adopt, amend and rescind
administrative and interpretive rules and regulations
relating to the Plan; (iii) to determine the terms and
provisions of the respective Agreements (which need not
be identical); provided, however, such terms and
provisions shall not be inconsistent with this Plan;
(iv) to construe the terms of any Agreement and the
Plan; (v) as provided in Subsection 12(a), upon certain
events to make appropriate adjustments to the exercise
price and number of Shares subject to outstanding
Options, the number of Shares reserved under the Plan
and the number of Shares subject to Options granted
subsequently; and (vi) to make all other determinations
and perform all other acts necessary or advisable for
administering the Plan, including the delegation of
such ministerial acts and responsibilities as the Plan
Administrator deems appropriate. The Plan
Administrator may correct any defect or supply any
omission or reconcile any inconsistency in the Plan or
in any Agreement in the manner and to the extent it
shall deem expedient to carry it into effect, and it
shall be the sole and final judge of such expediency.
The Plan Administrator shall have full discretion to
make all determinations on the matters referred to in
this Subsection 4(b), and such determinations shall be
final, binding and conclusive.
Section 5. Type of Options.
All Options granted under the Plan shall be
Nonqualified Stock Options.
<PAGE>
Section 6. Exercise Price.
The exercise or option price of each Share
issuable upon exercise of an Option shall be the Fair
Market Value of such Share on the Date of Grant.
Section 7. Exercise of Options; Certain
Conditions to Grant.
(a) The Plan Administrator, in granting
Options hereunder, shall have discretion to
determine the terms upon which such Options shall
be exercisable, subject to the applicable
provisions of this Plan.
(b) Options may be exercised solely by the
Optionee and may not be assigned or hypothecated
in any manner.
(c) An Option shall be deemed exercised
when: (i) the Company has received written notice
of such exercise delivered to the Company in
accordance with the notice provisions of the
applicable Agreement; and (ii) full payment of the
aggregate exercise price of the Shares as to which
the Option is exercised has been tendered to the
Company.
(d) The exercise price of any Shares
purchased shall be paid solely in cash, by
certified or cashier's check, or by money order
or, in the discretion of the Plan Administrator or
an employee of the Company designated by the Plan
Administrator, by personal check.
(e) The Optionee shall not be, nor have any
of the rights or privileges of, a shareholder of
the Company with respect to any Shares purchasable
upon the exercise of any part of an Option unless
and until certificates representing such Shares
shall have been issued by the Company to the
Optionee.
(f) The Plan Administrator may in his sole
discretion accelerate the date on which any Option
may be exercised.
<PAGE>
Section 8. Designations of Participants.
The persons eligible for participation in
this Plan as Optionees shall consist of independent
marketing representatives, consultants and other agents
of the Company or of any subsidiary of the Company,
including non-employee marketing representatives,
independent contractors, consultants and other agents
that refer business to the Company.
Section 9. Termination of Option Period.
(a) Except as otherwise provided herein, the
unexercised portion of any Option shall terminate
at such times and upon such conditions as the Plan
Administrator shall provide in such Option.
(b) The Plan Administrator, in its sole
discretion, may, by giving written notice to an
Optionee ("Cancellation Notice"), cancel any
portion of an Option that remains unexercised on
the date (the "Cancellation Date") of the
consummation of any of the following
(collectively, a "Cancellation Event"): (i) any
transaction (which shall include a series of
transactions occurring within 60 days or occurring
pursuant to a plan), that has the result that
shareholders of the Company immediately before
such transaction cease to own at least 51% of (x)
the voting stock of the Company or (y) of any
entity that results from the participation of the
Company in a reorganization, consolidation,
merger, liquidation or any other form of corporate
transaction; (ii) a merger, consolidation,
reorganization, liquidation or dissolution in
which the Company does not survive; or (iii) a
sale, lease, exchange or other disposition of all
or substantially all the property and assets of
the Company. Such Cancellation Notice shall be
given to an Optionee at least thirty (30) days
prior to the Cancellation Date, and may be given
either before or after shareholder approval of the
Cancellation Event. If a Cancellation Event is
not consummated, any Cancellation Notice with
regard to such Cancellation Event shall be of no
effect.
<PAGE>
Section 10. Terms of Option.
The Options granted under this Plan shall be for a
term of not more than ten years from the Date of Grant.
Section 11. Assignability of Options.
Options may not be transferred, assigned or
hypothecated after their grant and any attempt to
transfer, assign or hypothecate shall cause such Option
to become null and void. Options may be exercised
solely by the Optionee.
Section 12. Adjustments.
(a) If at any time there shall be an
increase or decrease in the number of issued and
outstanding Shares, through the declaration of a
stock dividend or through any recapitalization
resulting in a stock split-up, combination or
exchange of Shares, then appropriate proportional
adjustment shall be made in the number of Shares
(and with respect to outstanding Options, the
exercise price per Share): (i) subject to
outstanding Options; (ii) reserved under the Plan;
and (iii) subject to Options granted subsequently.
In the event of a dispute concerning such
adjustment, the Plan Administrator has full
discretion to determine the resolution of such
dispute. Such determination shall be final,
binding and conclusive.
(b) In the event of a merger, consolidation
or other reorganization of the Company under the
terms of which the Company is not the surviving
corporation, but the surviving corporation elects
<PAGE>
to assume an Option, the respective Agreement and
this Plan, the Optionee shall be entitled to
receive, upon the exercise of such Option, with
respect to each Share issuable upon exercise of
such Option, the number of shares of stock of the
surviving corporation (or equity interest in any
other entity) and any other notes, evidences of
indebtedness or other property that Optionee would
have received in connection with such merger,
consolidation or other reorganization had it
exercised the Option with respect to such Share
immediately prior to such merger, consolidation or
other reorganization.
(c) Except as otherwise expressly provided
herein, the issuance by the Company of shares of
its capital stock of any class, or securities
convertible into shares of capital stock of any
class, either in connection with direct sale or
upon the exercise of rights or warrants to
subscribe therefor, or upon conversion of shares
or obligations of the Company convertible into
such shares or other securities, shall not affect,
and no adjustment by reason thereof shall be made
with respect to, the number of or exercise price
of Shares then subject to outstanding Options
granted under the Plan.
(d) Without limiting the generality of the
foregoing, the existence of outstanding Options
granted under the Plan shall not affect in any
manner the right or power of the Company to make,
authorize or consummate: (i) any or all
adjustments, recapitalizations, reorganizations or
other changes in the Company's capital structure
or its business; (ii) any merger or consolidation
of the Company; (iii) any issuance by the Company
of debt securities or preferred or preference
stock that would rank above the Shares subject to
outstanding Options; (iv) the dissolution or
liquidation of the Company; (v) any sale, transfer
or assignment of all or any part of the assets or
business of the Company; or (vi) any other
corporate act or proceeding, whether of a similar
character or otherwise.
<PAGE>
Section 13. Purchase for Investment.
As a condition of any issuance of a stock
certificate for Shares upon the exercise of an Option,
the Plan Administrator may obtain such agreements or
undertakings, if any, as it may deem necessary or
advisable to assure compliance with any provision of
this Plan or any law or regulation, including, but not
limited to, the following:
(a) a representation and warranty by the
Optionee to the Company at the time his Option is
exercised that he is acquiring the Shares to be
issued to him for investment and not with a view
to, or for sale in connection with, the
distribution of any such Shares; and
(b) a representation, warranty or agreement
to be bound by any legends that are, in the
opinion of the Plan Administrator, necessary or
appropriate to comply with the provisions of any
securities law deemed by the Plan Administrator to
be applicable to the issuance of the Shares and
are endorsed upon the certificates representing
the Shares.
Section 14. Amendment, Modification, Suspension
or Discontinuance of this Plan.
The Board may amend, modify or terminate the Plan
and any outstanding Options at any time and in any
respect. The Board may not, however, amend, modify or
terminate an outstanding Option without the Optionee's
consent if such amendment, modification or termination
materially impairs such outstanding Option. In any
event, the Board may amend, modify or terminate an
outstanding Option without the Optionee's consent as
provided in Subsection 9(b).
<PAGE>
Section 15. Governmental Regulations.
This Plan, and the granting of Options and the
exercise of Options hereunder and the obligation of the
Company to sell and deliver Shares under such Options
shall be subject to all applicable laws, rules and
regulations, and to such approvals by any governmental
agencies or national securities exchanges as may be
required.
Section 16. Miscellaneous.
(a) The proceeds received by the Company
from the sale of Shares pursuant to Options shall
be used for general corporate purposes.
(b) Neither the members of the Board nor any
Plan Administrator shall be liable for any act,
omission, or determination taken or made in good
faith with respect to the Plan or any Option
granted under it, and members of the Board and the
Plan Administrator shall be entitled to
indemnification and reimbursement by the Company
in respect of any claim, loss, damage, or expense
(including attorneys' fees, the costs of settling
any suit (provided such settlement is approved by
independent legal counsel selected by the Company)
and amounts paid in satisfaction of a judgment,
except a judgment based on a finding of bad faith)
arising from such claim, loss, damage, or expense
to the full extent permitted by law and under any
directors' and officers' liability or similar
insurance coverage that may from time to time be
in effect.
(c) Any payment of cash or any issuance or
transfer of Shares to the Optionee, in accordance
with the provisions of the Plan, shall, to the
extent thereof, be in full satisfaction of all
claims of such persons under the Plan. The Plan
Administrator may require any Optionee as a
condition precedent to such payment or issuance or
transfer of Shares, to execute a release and
receipt for such payment or issuance or transfer
of Shares in such form as it shall determine.
<PAGE>
(d) Neither the Plan Administrator nor the
Company guarantees Shares from loss or
depreciation.
(e) Records of the Company shall be
conclusive for all purposes under the Plan, unless
determined by the Plan Administrator to be
incorrect.
(f) The Company shall, upon request or as
may be specifically required under the Plan,
furnish or cause to be furnished all of the
information or documentation that is necessary or
required by the Plan Administrator to perform its
duties and functions under the Plan.
(g) Any action required of the Company
relating to the Plan shall be by resolution of its
Board or act of the Plan Administrator.
(h) If any provision of this Plan is held to
be illegal or invalid for any reason, the
illegality or invalidity shall not affect the
remaining provisions of the Plan, but such
provision shall be fully severable, and the Plan
shall be construed and enforced as if the illegal
or invalid provision had never been included in
the Plan.
(i) Whenever any notice is required or
permitted under the Plan, such notice must be in
writing and personally delivered or sent by mail
or next day delivery by a nationally recognized
courier service. Any notice required or permitted
to be delivered under this Agreement shall be
deemed to be delivered on the date on which it is
personally delivered, or, if mailed, whether
actually received or not, on the third Business
Day after it is deposited in the United States
mail, certified or registered, postage prepaid,
<PAGE>
addressed to the person who is to receive it at
the address which such person has previously
specified by written notice delivered in
accordance with this Subsection 16(i) or, if by
courier, twenty-four (24) hours after it is sent,
addressed as described in this Subsection 16(i).
The Company or an Optionee may change, at any time
and from time to time, by written notice to the
other, the address which it or he had previously
specified for receiving notices. Until changed in
accordance with the Plan, the Company and each
Optionee shall specify as its and his address for
receiving notices the address set forth in the
Agreement pertaining to the Shares to which such
notice relates.
(j) Any person entitled to notice under the
Plan may waive such notice.
(k) The Plan shall be binding upon the
Optionee, its successors and permitted assigns,
upon the Company, its successors and assigns, and
upon the Board and the Plan Administrator and
their successors and assigns.
(l) The titles and headings of Sections are
included for convenience of reference only and are
not to be considered in construction of the Plan's
provisions.
(m) All questions arising with respect to
the provisions of the Plan shall be determined by
application of the laws of the State of Texas
except to the extent Texas law is preempted by
federal law or the corporate law of the state of
the Company's incorporation. Questions arising
with respect to the provisions of an Agreement
that are matters of contract law shall be governed
by the laws of the state specified in the
Agreement, except to the extent preempted by
federal law and except to the extent that the
corporate law where the Company is incorporated
conflicts with the contract law of such state, in
<PAGE>
which event such corporate law shall govern. The
obligation of the Company to sell and deliver
Shares under the Plan is subject to applicable
laws and to the approval of any governmental
authority required in connection with the
authorization, issuance, sale, or delivery of such
Shares.
(n) Words used in the masculine shall apply
to the feminine where applicable, and wherever the
context of this Plan dictates, the plural shall be
read as the singular and the singular as the
plural.
Section 17. Effective Date and Termination Date.
The Effective Date of the Plan is October 12,
1994, the date on which it has been adopted by the
Board. This Plan shall terminate on the tenth (10th)
anniversary of the Effective Date.
ADOPTED BY THE BOARD OF DIRECTORS: October 12, 1994
AMERICREDIT CORP.
By: /s/ Chris A. Choate
Chris A. Choate
Secretary
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
<PAGE>
(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 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.
<PAGE>
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 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
<PAGE>
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; (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
(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.
<PAGE>
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.
<PAGE>
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 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]
January 9, 1995
AmeriCredit Corp.
200 Bailey Avenue
Fort Worth, Texas 76107
Re: AmeriCredit Corp.
Registration Statement on Form S-3
Ladies and Gentlemen:
This firm has acted as counsel to AmeriCredit
Corp., a Texas corporation (the "Company"), in
connection with the preparation of the Registration
Statement on Form S-3 (the "Registration Statement") to
be filed with the Securities and Exchange Commission on
or about January 16, 1995, under the Securities Act of
1933, as amended (the "Securities Act"), relating to
500,000 shares (the "Shares") of the Company's common
stock, par value $0.01 per share (the "Common Stock"),
that may be issued by the Company upon the exercise of
up to 500,000 Marketing Representative Stock Options
(the "Marketing Representative Stock Options") to be
granted under the Marketing Representative Stock Option
Plan of AmeriCredit Corp. (the "Plan") and the issuance
of 500,000 Marketing Representative Stock Options under
the Plan.
You have requested the opinion of this firm with
respect to certain legal aspects of the proposed
offering. In connection therewith, this firm has
examined and relied upon the original, or copies
identified to our satisfaction, of (1) the Company's
Articles of Incorporation and the bylaws of the
Company, as amended; (2) minutes and records of the
corporate proceedings of the Company with respect to
the establishment of the Plan, the issuance of the
<PAGE>
Marketing Representative Stock Options pursuant to the
Plan, the issuance of the Shares upon exercise of
Marketing Representative Stock Options and related
matters; (3) the Registration Statement and exhibits
thereto, including the Plan; and (4) such other
documents and instruments as this firm has deemed
necessary for the expression of these opinions. In
making the foregoing examinations, this firm has
assumed the genuineness of all signatures and the
authenticity of all documents submitted to this firm as
originals, and the conformity to original documents of
all documents submitted to this firm as certified or
photostatic copies. As to various questions of fact
material to this opinion letter, and as to the content
and form of the Articles of Incorporation, the bylaws,
minutes, records, resolutions and other documents or
writings of the Company, this firm has relied, to the
extent it deems reasonably appropriate, upon
representations or certificates of officers or
directors of the Company and upon documents, records
and instruments furnished to this firm by the Company,
without independent check or verification of their
accuracy.
Based upon our examination, consideration of, and
reliance on the documents and other matters described
above, this firm is of the opinion that:
(1) the Marketing Representative Stock Options, upon
their issuance, will be duly authorized and validly
issued;
(2) the Shares, upon their issuance, will be duly
authorized, validly issued, fully paid and
nonassessable shares of Common Stock of the Company.
<PAGE>
The opinions expressed in this Opinion Letter
assume that (1) the Marketing Representative Stock
Options are issued in accordance with the Plan, (2) the
Shares are issued in accordance with the Plan and the
applicable option agreement for the Marketing
Representative Stock Options being exercised and
pursuant to which such Shares are being issued and (3)
each exercise price for the Marketing Representative
Stock Options is not less than the par value per share
of the Common Stock.
This firm hereby consents to the filing of this
opinion letter as an exhibit to the Registration
Statement and to references to our firm included in or
made a part of the Registration Statement. In giving
this consent, this firm does not admit that it comes
within the category of person whose consent is required
under Section 7 of the Securities Act or the Rules and
Regulations of the Securities and Exchange Commission
thereunder.
Very truly yours,
JENKENS & GILCHRIST,
a Professional Corporation
By:
L. Steven Leshin, Esq.
