<PAGE>
As filed with the Securities and Exchange Commission on February 21, 1996
Registration No. 33-_________________
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM S-8
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
(Address of principal executive offices) (Zip Code)
1995 OMNIBUS STOCK AND INCENTIVE PLAN FOR AMERICREDIT CORP.
(Full title of the plan)
Chris A. Choate Copy to:
General Counsel L. Steven Leshin
AmeriCredit Corp. Jenkens & Gilchrist, P.C.
200 Bailey Avenue 1445 Ross Avenue
Fort Worth, Texas 76107 Suite 3200
(817) 322-7000 Dallas, Texas 75202
(Name, address and telephone number
including area code of agent for service)
<PAGE>
CALCULATION OF REGISTRATION FEE
<TABLE>
<CAPTION>
PROPOSED PROPOSED
TITLE OF MAXIMUM MAXIMUM
SECURITIES AMOUNT TO OFFERING AGGREGATE AMOUNT OF
TO BE BE REGISTERED PRICE PER OFFERING REGISTRATION
REGISTERED (1)(2) SHARE (3)(4) PRICE (3)(4) FEE (4)
<S> <C> <C> <C> <C>
Common 2,000,000 $12.25 $24,500,000 $8,448.28
</TABLE>
(1) Shares reserved for issuance under the 1995 Omnibus Stock and
Incentive Plan for AmeriCredit Corp. (the "Plan").
(2) Pursuant to Rule 416, additional shares of Common Stock issuable under
the Plan in order to prevent dilution resulting from any future stock split,
stock dividend or similar transaction are also being registered hereunder.
(3) Estimated solely for the purpose of calculating the registration fee.
(4) Calculated pursuant to Rule 457(c) and (h). Accordingly, the price
per share of the Common Stock offered hereunder pursuant to the Plan is based on
2,000,000 shares of Common Stock reserved for issuance at a price per share of
$12.25, which is the average of the highest and lowest selling price per share
of Common Stock on the New York Stock Exchange on February 15, 1996.
<PAGE>
PART II
INFORMATION REQUIRED IN REGISTRATION STATEMENT
Item 3. Incorporation of Documents by Reference
The registrant hereby incorporates by reference in this registration
statement the following documents previously filed by the registrant with the
Securities and Exchange Commission (the "Commission"):
(1) the registrant's Annual Report on Form 10-K for the fiscal year ended
June 30, 1995, filed with the Commission;
(2) the registrant's Quarterly Reports on Form 10-Q for the quarters ended
September 30, 1995 and December 31, 1995, filed with the Commission;
(3) the description of the Common Stock, par value $.01 per share, of the
registrant (the "Common Stock") set forth in the Registration Statement on Form
8-A, filed with the Commission on December 5, 1990, including any amendment or
report filed for the purpose of updating such description; and
(4) all documents filed by the registrant with the Commission pursuant to
Sections 13(a), 13(c), 14 and 15(d) of the Securities Exchange Act of 1934, as
amended (the "Exchange Act"), subsequent to the date of this registration
statement shall be deemed to be incorporated herein by reference and to be a
part hereof from the date of the filing of such documents until such time as
there shall have been filed a post-effective amendment that indicates that all
securities offered hereby have been sold or that deregisters all securities
remaining unsold at the time of such amendment.
Item 6. 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 made to Article VIII of the Articles of Incorporation of the registrant, as
amended, incorporated by reference herein as Exhibit 4.1 and Article VIII of the
Bylaws of the registrant incorporated by reference 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 registrant's Articles of
Incorporation, contained in Exhibit 4.1, which eliminates the liabilities of
directors to the registrant and its shareholders in certain circumstances.
<PAGE>
Item 8. Exhibits.
(a) Exhibits
The following documents are filed as a part of this
registration statement.
Exhibit Description of Exhibit
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, 1995).
4.2 Bylaws of AmeriCredit Corp. (incorporated by reference to
Exhibit 3.4 of the registrant's Annual Report on Form 10-K
for the fiscal year ended June 30, 1995).
4.3 Copy of the 1995 Omnibus Stock and Incentive Plan for
AmeriCredit Corp.
5.1 Opinion of Jenkens & Gilchrist, P.C.
23.1 Consent of Jenkens & Gilchrist, P.C. (included in their
opinion filed as Exhibit 5.1).
23.2 Consent of Coopers & Lybrand L.L.P.
24.1 Power of Attorney (see signature page of this Registration
Statement - Page II-5).
Item 9. Undertakings.
A. 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 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;
(2) that, for the purpose of determining any liability under the
Securities Act of 1933, as amended (the "Securities Act"), 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; and
(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.
B. The undersigned registrant hereby undertakes that, for purposes of
determining
<PAGE>
any liability under the Securities Act, each filing of the registrant's
annual report pursuant to section 13(a) or section 15(d) of the Exchange Act
(and, where applicable, each filing of any employee benefit plan's annual
report pursuant to section 15(d) of the Exchange Act) that is incorporated by
reference in the registration statement 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.
C. Insofar as indemnification for liabilities arising under the
Securities Act 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 Commission such
indemnification is against public policy as expressed in the Securities Act
and is, therefore, unenforceable. In the event that 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 of
whether such indemnification by it is against public policy as expressed in
the Securities Act and will be governed by the final adjudication of such
issue.
<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the
Registrant certifies that it has reasonable grounds to believe that it meets
all the requirements for filing on Form S-8 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, Texas, on February 19,
1996.
AMERICREDIT CORP.
By: /s/ Clifton H. Morris, Jr.
Clifton H. Morris, Jr., Chairman of
the Board, Chief Executive Officer and
President
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that each individual whose signature
appears below constitutes and appoints Clifton H. Morris, Jr. and Chris A.
Choate, and each of them, his true and lawful attorney-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 all documents in connection therewith, with the
Securities and Exchange Commission, granting unto said attorneys-in-fact and
agents, and each of them, full power and authority to do and perform each and
every act and thing requisite and necessary to be done in and about the
premises, 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 either of them, or their or his substitute or substitutes, may
lawfully do or cause to be done by virtue hereof.
Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed by the following persons in the
capacities and on the dates indicated.
<PAGE>
Signature Capacity Date
Chairman of the Board,
Chief Executive Officer and
/s/ Clifton H. Morris, Jr President (Principal February 19, 1996
Clifton H. Morris, Jr. Executive Officer)
Executive Vice President, Chief
Financial Officer, Treasurer
and Director (Principal
/s/ Daniel E. Berce Financial and Accounting February 19, 1996
Daniel E. Berce Officer)
/s/ Michael R. Barrington Executive Vice President February 19, 1996
Michael R. Barrington and Director
/s/ Edward H. Esstman Senior Vice President, Chief February 19, 1996
Edward H. Esstman Credit Officer and Director
______________________ Director February __, 1996
James H. Greer
/s/ Kenneth H. Jones, Jr. Director February 19, 1996
Kenneth H. Jones, Jr.
______________________ Director February __, 1996
Gerald W. Haddock
______________________ Director February __, 1996
Douglas K. Higgins
<PAGE>
INDEX TO EXHIBITS
Sequentially
Exhibit Numbered
No. Description of Exhibit 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, 1995.
4.2 Bylaws of AmeriCredit Corp. (incorporated by
reference to Exhibit 3.4 of the registrant's Annual
Report on Form 10-K for the fiscal year ended
June 30, 1995.
4.3 Copy of the 1995 Omnibus Stock and Incentive
Plan for AmeriCredit Corp.
5.1 Opinion of Jenkens & Gilchrist, P.C.
23.1 Consent of Jenkens & Gilchrist, P.C. (included in
their opinion filed as Exhibit 5.1).
23.2 Consent of Coopers & Lybrand L.L.P.
24.1 Power of Attorney (see signature page of this
Registration Statement - Page II-5).
<PAGE>
EXHIBIT 4.3
1995 OMNIBUS STOCK AND INCENTIVE PLAN
FOR
AMERICREDIT CORP.
1. PURPOSE. The purpose of this Plan is to advance the interests of
Americredit Corp. and increase shareholder value by providing additional
incentives to attract, retain and motivate those qualified and competent
employees upon whose efforts and judgment its success is largely dependent.
2. DEFINITIONS. As used herein, the following terms shall have the
meaning indicated:
(a) "AGREED PRICE" shall relate to the grant of a SAR or Limited SAR
under an Award, and shall mean the value assigned to the Available Shares in
the Award which will form the basis for calculating the Spread on the date of
exercise of the SAR or Limited SAR, which assigned value may be any value
determined by the Committee, including the Fair Market Value of the Shares on
the Date of Grant.
(b) "AWARD" shall mean either an Option, a SAR, a Restricted Share
Award, or a Performance Award, except that where it shall be appropriate to
identify the specific type of Award, reference shall be made to the specific
type of Award.
(c) "AVAILABLE SHARES" shall mean, at each time of reference, the
total number of Shares described in SECTION 3 with respect to which the
Committee may grant an Award, all of which Available Shares shall be held in
the Parent's treasury or shall be made available from authorized and unissued
Shares.
(d) "BOARD" shall mean the Board of Directors of the Parent.
(e) "CAUSE" shall mean the Holder's willful misconduct or gross
negligence, as reasonably determined by the Committee in its sole discretion.
(f) "CODE" shall mean the Internal Revenue Code of 1986, as now or
hereafter amended.
(g) "COMMITTEE" shall mean the Compensation Committee of the Board,
provided it shall have at least 3 members, all of whom are Disinterested
Directors, at the time of reference, and if it does not have 3 members, then
it shall mean the Board.
(h) "COMPANY" shall mean the Parent and its Subsidiaries, except when
it shall be appropriate to refer only to AmeriCredit Corp., then it shall be
referred to as "Parent".
(i) "DATE OF GRANT" shall mean the date on which the Committee takes
formal action to grant an Award, provided that it is followed, as soon as
reasonably possible, by written notice to the Eligible Person receiving the
Award.
(j) "DIRECTOR" shall mean a member of the Board.
(k) "DISINTERESTED DIRECTOR" shall mean a Director who is a
"disinterested person" as that term is defined in Rule 16b-3 of the 1934 Act
or any similar rule which may subsequently be in effect.
(l) "DISABILITY" shall mean a Holder's present incapacity resulting
from an injury or illness (either mental or physical) which, in the
reasonable opinion of the Committee based on such medical evidence as it
deems necessary, will result in death or can be expected to continue for a
period of at least twelve (12) months and will prevent the Holder from
performing the normal services required of the Holder by the Company,
provided, however, that such disability did not result, in whole or in part:
(i) from chronic alcoholism; (ii) from addiction to narcotics; (iii) from a
felonious undertaking; or (iv) from an intentional self-inflicted wound.
(m) "EFFECTIVE DATE" shall mean April 24, 1995.
(n) "ELIGIBLE PERSON" shall mean those full time employees of the
Company who the Committee determines have the capacity to substantially
contribute to the success of the Company.
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<PAGE>
(o) "FAIR MARKET VALUE" shall mean, as of a particular date, the
closing sale price of Shares, which shall be (i) if the Shares are listed or
admitted for trading on any United States national securities exchange, the
last reported sale price of the Shares on such exchange as reported in any
newspaper of general circulation or (ii) if the Shares are quoted on NASDAQ,
or any similar system of automated dissemination of quotations of securities
prices in common use, the mean between the closing high bid and low asked
quotations for such day on such system. If neither clause (i) nor clause
(ii) is applicable, the fair market value shall be determined by any fair and
reasonable means prescribed by the Committee.
(p) "HOLDER" shall mean, at each time of reference, each person
(including, but not limited to an Optionee) with respect to whom an Award is
in effect, except that where it should be appropriate to distinguish between
a Holder with respect to an Option and a Holder with respect to a different
type of Award, reference shall be made to Optionee; and provided further that
to the extent provided under, and subject to the conditions of, the Award, it
shall refer to the person who succeeds to the rights of the Holder upon the
death of the Holder.
(q) "INCENTIVE STOCK OPTION" shall mean an Option that is an
incentive stock option as defined in Section 422 of the Code.
(r) "LIMITED SAR" shall mean a limited stock appreciation right as
defined in SECTION 18 hereof.
(s) "NONQUALIFIED STOCK OPTION" shall mean an Option that is not an
Incentive Stock Option.
(t) "OPTION" (when capitalized) shall mean any Incentive Stock Option
and Nonqualified Stock Option granted under this Plan, except that, where it
shall be appropriate to identify a specific type of Option, reference shall
be made to the specific type of Option; provided, further, without
limitation, that a single Option may include both Incentive Stock Option and
Nonqualified Stock Option provisions.
(u) "OPTIONEE" shall mean a person to whom an Option is granted
(often referred to as a Holder).
(v) "OPTION PRICE" shall mean the price per Share which is required
to be paid by the Optionee in order to exercise his right to acquire the
Share under the terms of the Option.
(w) "PARENT" shall mean AmeriCredit Corp., a Texas corporation.
(x) "PERFORMANCE AWARD" shall mean the award which is granted
contingent upon the attainment of the performance objectives during the
Performance Period, all as described more fully in SECTION 13.
(y) "PERFORMANCE PERIOD" shall mean the period described in SECTION
13 with respect to which the performance objectives relate.
(z) "PLAN" shall mean this 1995 Omnibus Stock and Incentive Plan For
AmeriCredit Corp.
(aa) "PLAN YEAR" shall mean the 12 month period beginning April 24,
1995, and each April 24 thereafter, and ending on each succeeding April 23.
(bb) "RESTRICTION(S)" shall mean the restrictions applicable to
Available Shares subject to an Award which prohibit the "transfer" of such
Available Shares, and which constitute "a substantial risk of forfeiture" of
such Available Shares, as those terms are defined under section 83(a)(1) of
the Code.
(cc) "RESTRICTED PERIOD" shall mean the period during which Restricted
Shares shall be subject to Restrictions.
(dd) "RESTRICTED SHARES" shall mean the Available Shares granted to an
Eligible Person which are subject to Restrictions.
(ee) "RESTRICTED SHARE AWARD" shall mean the award of Restricted
Shares.
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(ff) "RESTRICTED SHARE DISTRIBUTIONS" shall mean any amounts, whether
Shares, cash or other property (other than regular cash dividends) paid or
distributed by the Parent with respect to Restricted Shares during a
Restricted Period.
(gg) "SAR" shall mean a stock appreciation right as defined in SECTION
18 hereof.
(hh) "SHARE(S)" shall mean a share or shares of the common stock, par
value $.01 per share, of the Parent.
(ii) "SPREAD" shall mean the difference between the Option Price, or
the Agreed Price, as the case may be, of the Share(s) and the Fair Market
Value of such Share(s).
(jj) "SUBSIDIARY" shall mean any corporation (other than the Parent)
in any unbroken chain of corporations beginning with the Parent if, at the
time of the granting of the Award, each of the corporations, other than the
last corporation in the unbroken chain, owns stock possessing 50% or more of
the total combined voting power of all classes of stock in one of the other
corporations in such unbroken chain.
(kk) "1933 ACT" shall mean the Securities Act of 1933, as amended.
(ll) "1934 ACT" shall mean the Securities Exchange Act of 1934, as
amended.
3. AWARD OF AVAILABLE SHARES. As of the Effective Date, Two Million
(2,000,000) Shares shall automatically, and without further action, become
Available Shares. To the extent any Award shall terminate, expire or be
canceled, the Available Shares subject to such Award, with respect to which
Holder received no benefits of ownership, shall remain Available Shares.
4. CONDITIONS FOR GRANT OF AWARDS. (a) Without limiting the
generality of the provisions hereof which deal specifically with each form of
Award, Awards shall only be granted to such one or more Eligible Persons as
shall be selected by the Committee.
(b) In granting Awards, the Committee shall take into consideration
the contribution the Eligible Person has made or may be reasonably expected
to make to the success of the Company and such other factors as the Committee
shall determine. The Committee shall also have the authority to consult with
and receive recommendations from officers and other personnel of the Company
with regard to these matters. The Committee may from time to time in
granting Awards under the Plan prescribe such other terms and conditions
concerning such Awards as it deems appropriate, including, without
limitation, relating an Award to achievement of specific goals established by
the Committee or to the continued employment of the Eligible Person for a
specified period of time, provided that such terms and conditions are not
inconsistent with the provisions of this Plan.
(c) The Awards granted to Eligible Persons shall be in addition to
regular salaries, pension, life insurance or other benefits related to their
service to the Company. Neither the Plan nor any Award granted under the
Plan shall confer upon any person any right to continuance of employment by
the Company; and provided, further, that nothing herein shall be deemed to
limit the ability of the Company to enter into any other compensation
arrangements with any Eligible Person.
(d) The Committee shall determine in each case whether periods of
military or government service shall constitute a continuation of employment
for the purposes of this Plan or any Award.
(e) Notwithstanding any provision hereof to the contrary, each Award
which in whole or in part involves the issuance of Available Shares may
provide for the issuance of such Available Shares for consideration
consisting of such consideration as the Committee may determine, including
(without limitation) as compensation for past services rendered.
5. GRANT OF OPTIONS. (a) The Committee may grant to Optionees from
time to time Options to purchase some or all of the Available Shares. An
Option granted hereunder shall be either an Incentive Stock Option or a
Nonqualified Stock Option, shall be evidenced by a written agreement
A-3
<PAGE>
that shall contain such provisions as shall be selected by the Committee,
which may incorporate the terms of this Plan by reference, and which clearly
shall state whether it is (in whole or in part) an Incentive Stock Option or
a Nonqualified Stock Option.
(b) The aggregate Fair Market Value (determined as of the Date of
Grant) of the Available Shares with respect to which any Incentive Stock
Option is exercisable for the first time by an Optionee during any calendar
year under the Plan and all such plans of the Company and any parent and
subsidiary of the Company (as defined in Section 425 of the Code) shall not
exceed $100,000.
6. OPTION PRICE. (a) The Option Price shall be any price
determined by the Committee; provided, however, that the Option Price may not
be less than the par value of the Shares, and in the case of an Incentive
Stock Option, shall not be less than one hundred percent (100%) of the Fair
Market Value per Share on the Date of Grant.
(b) Unless further limited by the Committee in any Option, the Option
Price of any Available Shares purchased shall be paid solely in cash, by
certified or cashier's check, by wire transfer, by money order, with Shares
(but with Shares only if expressly permitted by the terms of the Option), or
by a combination of the above; provided, however, that the Committee may
accept a personal check in full or partial payment of any Available Shares.
If the Option Price is permitted to be, and is, paid in whole or in part with
Shares, the value of the Shares surrendered shall be their Fair Market Value
on the date they are surrendered.
7. EXERCISE OF OPTIONS. An Option shall be deemed exercised when
(i) the Committee has received written notice of such exercise in accordance
with the terms of the Option, and (ii) full payment of the aggregate Option
Price of the Available Shares as to which the Option is exercised has been
made. Separate stock certificates shall be issued by the Parent for any
Available Shares acquired as a result of exercising an Incentive Stock Option
and a Nonqualified Stock Option.
8. EXERCISABILITY OF OPTIONS. (a) Each Option shall become
exercisable in whole or in part and cumulatively, and shall expire, according
to the terms of the Option; provided, however, that, without limitation, in
the case of the grant of an Option to an officer (as that term is used in
Rule 16a-1 promulgated under the 1934 Act) or any similar rule which may
subsequently be in effect, the Committee may limit the exercisability for the
first six (6) months following the Date of Grant, or provide that no
Available Shares acquired on such exercise shall be transferable during such
6 month period, but in no event shall an Option be exercisable after the
tenth (10th) anniversary of its Date of Grant.
(b) The Committee, in its sole discretion, may accelerate the date on
which all or any portion of an otherwise unexercisable Option may be
exercised.
9. TERMINATION OF OPTION PERIOD. (a) As provided in SECTION 5, and
without limitation, each Option shall be evidenced by an agreement that may
contain any provisions selected by the Committee; provided, however, that in
each case the unexercised portion of an Option shall automatically and
without notice terminate and become null and void on the earlier of (i) the
date that Optionee ceases to be employed by the Company, if such cessation is
for Cause, (ii) the tenth (10th) anniversary of the Date of Grant; and (iii)
solely in the case of an Incentive Stock Option, three months after the date
that Optionee ceases to be employed by the Company regardless of the reason
therefor, other than a cessation by reason of death, or Disability, in which
case the date of termination may be extended under the terms of the Incentive
Stock Option agreement.
(b) If provided in an Option, the Committee may, by giving written
notice ("CANCELLATION NOTICE"), cancel, effective upon the date of the
consummation of any of the transactions described in SUBSECTION 14(a), all or
any portion of such Option which remains unexercised on such date. Such
Cancellation Notice shall be given a reasonable period of time (but not less
than 15 days) prior to the proposed date of such cancellation, and may be
given either before or after shareholder approval of such corporate
transaction.
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<PAGE>
10. INCENTIVE STOCK OPTIONS FOR 10% SHAREHOLDER. Notwithstanding any
other provisions of the Plan to the contrary, an Incentive Stock Option shall
not be granted to any person owning directly (or indirectly through
attribution under section 425(d) of the Code) at the Date of Grant, stock
possessing more than 10% of the total combined voting power of all classes of
stock of the Company (or of its parent or subsidiary [as defined in section 425
of the Code]at the Date of Grant) unless the Option Price of such Incentive
Stock Option is at least 110% of the Fair Market Value on the Date of Grant of
the Available Shares subject to such Incentive Stock Option, and the period
during which the Incentive Stock Option may be exercised does not exceed
five (5) years from the Date of Grant.
11. NONQUALIFIED STOCK OPTIONS. Nonqualified Stock Options may be
granted hereunder and shall contain such terms and provisions as shall be
determined by the Committee, except that each such Nonqualified Stock Option
(i) must be clearly designated as a Nonqualified Stock Option; (ii) may be
granted for Available Shares which become exercisable in excess of the limits
contained in SUBSECTION 5(b); and (iii) shall not be subject to SECTION 10
hereof. If both Incentive Stock Options and Nonqualified Stock Options are
granted to an Optionee, the right to exercise, to the full extent thereof,
Options of either type shall not be contingent in whole or in part upon the
exercise of, or failure to exercise, Options of the other type.
12. RESTRICTED SHARE AWARDS. (a) Each Restricted Share Award shall
be evidenced by an agreement that may contain any provisions selected by the
Committee, including, without limitation, a provision allowing the Holder,
prior to the date on which the Restrictions lapse with respect to the
Restricted Shares of reference, or within a period of 10 days after such
lapse where such lapse is accelerated, to elect to receive cash in an amount
equal to the Fair Market Value of some or all of the Restricted Shares on the
date the Restrictions with respect to such Restricted Shares lapse, in lieu
of retaining the corresponding formerly Restricted Shares; and provided,
further, that in the event such a provision is included in the Restricted
Share Award of an officer (as defined in SECTION 18(l)), the election to
receive cash in lieu of Restricted Shares shall be subject to the same
limitations on exercise as are set forth in SECTION 18(l). As a condition to
the grant of a Restricted Share Award, the Committee shall require the
Eligible Person receiving the Restricted Share Award to pay at least an
amount equal to the par value of the Restricted Shares granted under such
Restricted Share Award, and such Restricted Share Award shall automatically
terminate if such payment is not received within 30 days following the Date
of Grant. Except as otherwise provided in the express terms and conditions
of each Restricted Share Award, the Eligible Person receiving the Restricted
Share Award shall have all of the rights of a shareholder with respect to
such Restricted Shares including, but not limited to, voting rights and the
right to receive any dividends paid, subject only to the retention provisions
of the Restricted Share Distributions.
(b) The Restrictions on Restricted Shares shall lapse in whole, or in
installments, over whatever Restricted Period shall be selected by the
Committee; provided, however, that a complete lapse of Restrictions always
shall occur on or before the 10th anniversary of the Date of Grant.
(c) The Committee may accelerate the date on which Restrictions lapse
with respect to any Restricted Shares.
(d) During the Restricted Period, the certificates representing the
Restricted Shares, and any Restricted Share Distributions, shall be
registered in the Holder's name and bear a restrictive legend disclosing the
Restrictions, the existence of the Plan, and the existence of the applicable
agreement granting such Restricted Share Award. Such certificates shall be
deposited by the Holder with the Company, together with stock powers or other
instruments of assignment, each endorsed in blank, which will permit the
transfer to the Company of all or any portion of the Restricted Shares, and
any assets constituting Restricted Share Distributions, which shall be
forfeited in accordance with the applicable agreement granting such
Restricted Share Award. Restricted Shares shall constitute issued and
outstanding Shares for all corporate purposes and the Holder shall have all
rights, powers and privileges of a Holder of unrestricted Shares except that
the Holder will not be entitled to delivery of the stock certificates until
all Restrictions shall have terminated, and the Company will retain custody
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<PAGE>
of all related Restricted Share Distributions (which will be subject to the
same Restrictions, terms, and conditions as the related Restricted Shares)
until the conclusion of the Restricted Period with respect to the related
Restricted Shares; and provided, further, that any Restricted Share
Distributions shall not bear interest or be segregated into a separate
account but shall remain a general asset of the Company, subject to the
claims of the Company's creditors, until the conclusion of the applicable
Restricted Period; and provided, finally, that any material breach of any
terms of the agreement granting the Restricted Share Award, as reasonably
determined by the Committee will cause a forfeiture of both Restricted Shares
and Restricted Share Distributions.
13. PERFORMANCE AWARDS. (a) The Committee may grant Performance
Awards, which may in the sole discretion of the Committee represent a Share
or be related to the increase in value of a Share, contingent on the
Company's achievement of the specified performance measures during the
Performance Period. The Committee shall establish the performance measures
for each Performance Period, and such performance measures, and the duration
of any Performance Period, may differ with respect to each Eligible Person
who receives a Performance Award, or with respect to separate Performance
Awards issued to the same Eligible Person. The performance measures, the
medium of payment, the Performance Period(s) and any other conditions to the
Company's obligation to pay such Performance Award in full or in part, shall
be set forth in the written agreement evidencing each Performance Award.
(b) The Committee shall determine the manner and medium of payment of
each Performance Award, which manner may include immediate or deferred
payment, and which medium may include cash, Shares (including, without
limitation, Available Shares), Restricted Shares (but only if expressly
provided for in the agreement evidencing the Performance Award), or any
combination thereof as the Committee shall select.
(c) Unless otherwise expressly provided in the agreement evidencing
the Performance Award, the Holder of the Performance Award must remain
employed by the Company until the end of the Performance Period in order to
be entitled to any payment under such Performance Award; provided, however,
that the Committee expressly may provide in the agreement granting such
Performance Award that such Holder may become entitled to a specified portion
of the amount earned under such Performance Award based on one or more
specified period(s) of time between the Date of Grant of such Performance
Award and such Holder's termination of employment by the Company prior to the
end of the Performance Period.
14. ACCELERATION ON CHANGE IN CONTROL. (a) In the event of a
change in control of the Company (as hereafter defined) all Awards shall
become fully exercisable, nonforfeitable, or the Restricted Period shall
terminate, as the case may be (hereafter, in this SECTION 14, such Award
shall be "accelerated"). As used herein, the term "change in control of the
Company" shall be deemed to have occurred if (i) any "person" (as such term
is used in Sections 13(d) and 14(b)(2) of the Exchange Act) becomes the
beneficial owner, directly or indirectly, of securities of the Company
representing 30% of more of the combined voting power of the Company's then
outstanding securities, (ii) during any period of 12 months, individuals who
at the beginning of such period constitute the Board of Directors of the
Company cease for any reason to constitute a majority thereof unless the
election, or the nomination for election by the Company's shareholders, of
each new director was approved by a vote of at least a majority of the
directors then still in office who were directors at the beginning of the
period or (iii) a person (as defined in clause (i) above) acquires (or,
during the 12-month period ending on the date of the most recent acquisition
by such person or group of persons, has acquired), gross assets of the
Company that have an aggregate fair market value greater than or equal to 50%
of the fair market value of all of the gross assets of the Company
immediately prior to such acquisition or acquisitions.
(b) Notwithstanding any provisions hereof to the contrary, if an
Award is accelerated under SUBSECTION 14(a), the portion of the Award which
is accelerated is limited to that portion which can be
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accelerated without causing the Holder to have an "excess parachute payment"
as determined under section 280G of the Code, determined by taking into
account all of the Holder's "parachute payments" determined under section
280G of the Code, all as reasonably determined by the Committee.
15. ADJUSTMENT OF AVAILABLE SHARES. (a) If at any time while the
Plan is in effect or Awards with respect to Available Shares are outstanding,
there shall be any increase or decrease in the number of issued and
outstanding Shares through the declaration of a stock dividend or through any
recapitalization resulting in a stock split-up, combination or exchange of
Shares, then and in such event:
(i) appropriate adjustment shall be made in the maximum number
of Available Shares which may be granted under SECTION 3, and in the
Available Shares which are then subject to each Award, so that the same
proportion of the Parent's issued and outstanding Shares shall continue
to be subject to grant under SECTION 3, and to such Award, and
(ii) in addition, and without limitation, in the case of each Award
(including, without limitation, Options) which requires the payment of
consideration by the Holder in order to acquire Shares, an appropriate
adjustment shall be made in the consideration (including, without
limitation the Option Price) required to be paid to acquire the each
Share, so that (i) the aggregate consideration to acquire all of the
Shares subject to the Award remains the same and, (ii) so far as possible
(and without disqualifying an Incentive Stock Option) as reasonably
determined by the Committee in its sole discretion, the cost of acquiring
each Share subject to such Award remains the same.
(b) The Committee may change the terms of Options outstanding under
this Plan, with respect to the Option Price or the number of Available Shares
subject to the Options, or both, when, in the Committee's judgment, such
adjustments become appropriate by reason of a corporate transaction (as
defined in Treasury Regulation Section 1.425-1(a)(1)(ii)); provided, however,
that if by reason of such corporate transaction an Incentive Stock Option is
assumed or a new option is substituted therefore, the Committee may only
change the terms of such Incentive Stock Option such that (i) the excess of
the aggregate Fair Market Value of the shares subject to option immediately
after the substitution or assumption, over the aggregate option price of such
shares, is not more than the excess of the aggregate Fair Market Value of all
Available Shares subject to the Option immediately before such substitution
or assumption over the aggregate Option Price of such Available Shares, and
(ii) the new option, or the assumption of the old Incentive Stock Option does
not give the Optionee additional benefits which he did not have under the old
Incentive Stock Option.
(c) Except as otherwise expressly provided herein, the issuance by
the Parent of shares of its capital stock of any class, or securities
convertible into shares of capital stock of any class, either in connection
with direct sale or upon the exercise of rights or warrants to subscribe
therefor, or upon conversion of shares or obligations of the Parent
convertible into such shares or other securities, shall not affect, and no
adjustment by reason thereof shall be made with respect to Available Shares
subject to Awards granted under the Plan.
(d) Without limiting the generality of the foregoing, the existence
of outstanding Awards with respect to Available Shares granted under the Plan
shall not affect in any manner the right or power of the Parent to make,
authorize or consummate (1) any or all adjustments, recapitalizations,
reorganizations or other changes in the Parent's capital structure or its
business; (2) any merger or consolidation of the Parent; (3) any issue by the
Parent of debt securities, or preferred or preference stock which would rank
above the Available Shares subject to outstanding Awards; (4) the dissolution
or liquidation of the Parent; (5) any sale, transfer or assignment of all or
any part of the assets or business of the Company; or (6) any other corporate
act or proceeding, whether of a similar character or otherwise.
16. TRANSFERABILITY OF AWARDS. Each Award shall provide that such
Award shall not be transferable by the Holder otherwise than by will or the
laws of descent and distribution, or, if so provided in the Award, (a) that
such Award is transferable, in whole or in part, without payment of
consideration, to immediate family members of the Holder, to trusts for such
family members, or to partnerships whose
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only partners are such family members, or (b) except as prohibited by
Rule 16b-3, to a person or other entity for which the Holder is entitled to a
deduction for a "charitable contribution" under Section 170(a)(i) of the Code
(provided, in each such case that no further transfer by any such permitted
transferee(s) shall be permitted); provided, further, that in each case the
exercise of the Award will remain the power and responsibility of the Holder
and that so long as the Holder lives, only such Holder (even if pursuant to
the legal direction of the person to whom a charitable contribution has been
made) or his guardian or legal representative shall have the rights set forth
in such Award.
17. ISSUANCE OF SHARES. No Holder or other person shall be, or have
any of the rights or privileges of, the owner of Shares subject to an Award
unless and until certificates representing such Shares shall have been issued
and delivered to such Holder or other person. As a condition of any issuance
of Shares, the Committee may obtain such agreements or undertakings, if any,
as the Committee may deem necessary or advisable to assure compliance with
any such law or regulation including, but not limited to, the following:
(i) a representation, warranty or agreement by the person Holder
such Shares to the Parent, at the time any Shares are transferred, that he
is acquiring the Shares to be issued to him for investment and not with a
view to, or for sale in connection with, the distribution of any such
Shares; and
(ii) a representation, warranty or agreement to be bound by any
legends that are, in the opinion of the Committee, necessary or
appropriate to comply with the provisions of any securities law deemed by
the Committee to be applicable to the issuance of the Shares and are
endorsed upon the Share certificates.
Share certificates issued to the Holder receiving such Shares who are
parties to any shareholders agreement or any similar agreement shall bear the
legends contained in such agreements. Notwithstanding any provision hereof
to the contrary, no Shares shall be required to be issued with respect to an
Award unless counsel for the Parent shall be reasonably satisfied that such
issuance will be in compliance with applicable Federal or state securities
laws.
18. STOCK APPRECIATION RIGHTS AND LIMITED STOCK APPRECIATION RIGHTS.
(a) The Committee shall have authority to grant a SAR, or to grant a Limited
SAR with respect to all or some of the Available Shares covered by any Option
("RELATED OPTION"), or with respect to, or as some or all of, a Performance
Award ("RELATED PERFORMANCE AWARD"). A SAR or Limited SAR granted with
respect to an Incentive Stock Option must be granted together with the
Related Option. A SAR or Limited SAR granted with respect to a Related
Nonqualified Stock Option or a Performance Award, may be granted on or after
the Date of Grant of such Related Option or Related Performance Award.
(b) For the purposes of this SECTION 18, the following definitions
shall apply:
(i) The term "OFFER" shall mean any tender offer or exchange offer
for thirty percent (30%) or more of the outstanding Shares of the Parent,
other than one made by the Parent; provided that the corporation, person
or other entity making the Offer acquires Shares pursuant to such Offer.
(ii) The term "OFFER PRICE PER SHARE" shall mean the highest price
per Share paid in any Offer which is in effect at any time during the
period beginning on the sixtieth (60th) day prior to the date on which a
Limited SAR is exercised and ending on the date on which the Limited SAR
is exercised. Any securities or properties which are a part or all of the
consideration paid or to be paid for Shares in the Offer shall be valued
in determining the Offer Price Per Share at the higher of (1) the
valuation placed on such securities or properties by the person making
such Offer, or (2) the valuation placed on such securities or properties
by the Committee.
(iii) The term "LIMITED SAR" shall mean a right granted under this
Plan with respect to a Related Option or Related Performance Award, that
shall entitle the Holder to an amount in cash equal to the Offer Spread in
the event an Offer is made.
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(iv) The term "OFFER SPREAD" shall mean, with respect to each
Limited SAR, an amount equal to the product of (1) the excess of (A) the
Offer Price Per Share immediately preceding the date of exercise over
(B) (x) if the Limited SAR is granted in tandem with an Option, then the
Option Price per Share of the Related Option, or (y) if the Limited SAR
is issued with respect to a Performance Award, the Agreed Price under
the Related Performance Award, multiplied by (2) the number of Available
Shares with respect to which such Limited SAR is being exercised;
provided, however that with respect to any Limited SAR granted in tandem
with an Incentive Stock Option, in no event shall the Offer Spread
exceed the amount permitted to be treated as the Offer Spread under
applicable Treasury Regulations or other legal authority without
disqualifying the Option as an Incentive Stock Option.
(v) The term "SAR" shall mean a right granted under this Plan,
including, without limitation, a right granted in tandem with an Award,
that shall entitle the Holder thereof to an amount in cash equal to the
Spread.
(vi) The term "SAR SPREAD" shall mean with respect to each SAR an
amount equal to the product of (1) the excess of (A) the Fair Market Value
per Share on the date of exercise over (B) (x) if the SAR is granted in
tandem with an Option, then the Option Price per Share of the Related
Option, (y) if the SAR is granted in tandem with a Performance Award, the
Agreed Price under the Related Performance Award, or (z) if the SAR is
granted by itself with respect to a designated number of Available Shares,
then whichever of the Fair Market Value of the Available Shares on the
Date of Grant, or the Agreed Price, shall be designated in the SAR
agreement, in each case multiplied by (2) the number of Available Shares
with respect to which such SAR is being exercised; provided, however,
that with respect to any SAR granted in tandem with an Incentive Stock
Option, in no event shall the SAR Spread exceed the amount permitted to
be treated as the SAR Spread under applicable Treasury Regulations or
other legal authority without disqualifying the Option as an Incentive
Stock Option.
(c) To exercise the SAR or Limited SAR, the Holder shall:
(i) Give written notice thereof to the Company, specifying the SAR
or Limited SAR being exercised and the number or Available Shares with
respect to which such SAR or Limited SAR is being exercised, and
(ii) If requested by the Company, deliver within a reasonable time
the agreement evidencing the SAR or Limited SAR being exercised, and the
Related Option agreement, or Related Performance Award agreement, to the
Secretary of the Company who shall endorse or cause to be endorsed thereon
a notation of such exercise and return all agreements to the Holder.
(d) As soon as practicable after the exercise of a SAR or Limited
SAR, the Company shall pay to the Holder (i) cash, (ii) at the request of the
Holder and the approval of the Committee, or in accordance with the terms of
the Award, Shares, or (iii) a combination of cash and Shares, having a Fair
Market Value equal to either the SAR Spread, or to the Offer Spread, as the
case may be; provided, however, that the Company may, in its sole discretion,
withhold from such payment any amount necessary to satisfy the Company's
obligation for federal and state withholding taxes with respect to such
exercise.
(e) A SAR or Limited SAR may be exercised only if and to the extent
that it is permitted under the terms of the Award which, in the case of a
Related Option, shall be only when such Related Option is eligible to be
exercised; provided, however, a Limited SAR may be exercised only during the
period beginning on the first day following the date of expiration of the
Offer and ending on the thirtieth (30th) day following such date.
(f) Upon the exercise of a SAR or Limited SAR, and without limiting
the generality of SECTION 3, the Available Shares under the Related Option or
Related Performance Award to which such exercised SAR or Limited SAR relate
shall never again be Available Shares.
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(g) Upon the exercise or termination of a Related Option, or the
payment or termination of a Related Performance Award, the SAR or Limited SAR
with respect to such Related Option or Related Performance Award likewise
shall terminate.
(h) A SAR or Limited SAR shall be transferable only to the extent, if
any, that the Related Award is transferable, and under the same conditions.
(i) A SAR or Limited SAR granted with respect to an Incentive Stock
Option may be exercised only when the Fair Market Value of the Available
Shares exceeds the Option Price.
(j) Each SAR or Limited SAR shall be on such terms and conditions not
inconsistent with this Plan as the Committee may determine and shall be
evidenced by a written agreement.
(k) The Holder shall have no rights as a stockholder with respect to
the related Available Shares as a result of the grant of a SAR or Limited SAR.
(l) With respect to a Holder who, on the date of a proposed exercise
of a SAR or Limited SAR, is an officer (as that term is used in Rule 16a-1
promulgated under the 1934 Act or any similar rule which may subsequently be
in effect), and who would receive cash in whole or in part upon the proposed
exercise of his SAR, or Limited SAR such proposed exercise may only occur as
permitted by Rule 16b-3, including without limitation paragraph (e)(3)(iii)
(or any similar rule which may subsequently be in effect promulgated pursuant
to Section 16(b) of the 1934 Act) which, at the date of adopting this Plan,
among other things, permits exercise during a period beginning on the third
(3rd) business day following the Parent's public release of quarterly or
annual summary statements of sales and earnings and ending on the twelfth
(12th) business day following such public release.
19. ADMINISTRATION OF THE PLAN. (a) The Plan shall be administered
by the Compensation Committee and, except for the powers reserved to the
Board in SECTION 22 hereof, the Committee shall have all of the
administrative powers under Plan.
(b) The Committee, from time to time, may adopt rules and regulations
for carrying out the purposes of the Plan and, without limitation, may
delegate all of what, in its sole discretion, it determines to be ministerial
duties to an officer of the Parent. The determinations under, and the
interpretations of, any provision of the Plan or an Award by the Committee
shall, in all cases, be in its sole discretion, and shall be final and
conclusive.
(c) Any and all determinations and interpretations of the Committee
shall be made either (i) by a majority vote of the members of the Committee
at a meeting duly called, with at least 3 days prior notice and a general
explanation of the subject matter given to each member, or (ii) without a
meeting, by the written approval of all members of the Committee.
(d) No member of the Committee shall be liable for any action taken
or omitted to be taken by him or by any other member of the Committee with
respect to the Plan, and to the extent of liabilities not otherwise insured
under a policy purchased by the Company, the Company does hereby indemnify
and agree to defend and save harmless any member of the Committee with
respect to any liabilities asserted or incurred in connection with the
exercise and performance of their powers and duties hereunder, unless such
liabilities are judicially determined to have arisen out of such member's
gross negligence, fraud or bad faith. Such indemnification shall include
attorney's fees and all other costs and expenses reasonably incurred in
defense of any action arising from such act of commission or omission.
Nothing herein shall be deemed to limit the Company's ability to insure
itself with respect to its obligations hereunder.
20. TAX WITHHOLDING. On or immediately prior to the date on which a
payment is made to a Holder hereunder or, if earlier, the date on which an
amount is required to be included in the income of the Holder as a result of
an Award, the Holder shall be required to pay to the Company, in cash or in
Shares (including, but not limited to, the reservation to the Company of the
requisite number of Available Shares otherwise payable to such Holder with
respect to such Award) the amount which the
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Company reasonably determines to be necessary in order for the Company to
comply with applicable federal or state tax withholding requirements, and the
collection of employment taxes, if applicable; provided, further, that the
Committee may require that such payment be made in cash.
21. INTERPRETATION. (a) If any provision of the Plan is held
invalid for any reason, such holding shall not affect the remaining
provisions hereof, but instead the Plan shall be construed and enforced as if
such provision had never been included in the Plan.
(b) THIS PLAN SHALL BE GOVERNED BY THE LAWS OF THE STATE OF TEXAS.
(c) Headings contained in this Agreement are for convenience only and
shall in no manner be construed as part of this Plan.
(d) Any reference to the masculine, feminine, or neuter gender shall
be a reference to such other gender as is appropriate.
22. AMENDMENT AND DISCONTINUATION OF THE PLAN. The Board, or the
Committee (subject to the prior written authorization of the Board), may from
time to time amend the Plan or any Award; provided, however, that
[except to the extent provided in SECTION 15 hereof] no such amendment may,
without approval by the shareholders of the Parent, (a) increase the number
of Available Shares or change the class of Eligible Persons, (b) permit the
granting of Awards which expire beyond the maximum 10-year period described
in SUBSECTION 9(a)(v), or (c) extend the termination date of the Plan as set
forth in SECTION 24; and provided, further, that (except to the extent
provided in SUBSECTIONS 8(b) and 9(b) hereof) no amendment or suspension of
the Plan or any Award issued hereunder shall, except as specifically
permitted in any Award, substantially impair any Award previously granted to
any Holder without the consent of such Holder.
23. SECTION 83(b) ELECTION. If as a result of receiving an Award, a
Holder receives Restricted Shares subject to a "substantial risk of
forfeiture", then such Holder may elect under section 83(b) of the Code to
include in his gross income, for his taxable year in which the Restricted
Shares are transferred to him, the excess of the Fair Market Value
(determined without regard to any Restriction other than one which by its
terms will never lapse), of such Restricted Shares at the Date of Grant, over
the amount paid for the Restricted Shares. If the Holder makes the section
83(b) election described above, the Holder shall (i) make such election in a
manner that is satisfactory to the Committee, (ii) provide the Committee with
a copy of such election, (iii) agree to promptly notify the Company if any
Internal Revenue Service or state tax agent, on audit or otherwise, questions
the validity or correctness of such election or of the amount of income
reportable on account of such election, and (iv) agree to such federal and
state income withholding as the Committee may reasonably require in its sole
and absolute discretion.
24. EFFECTIVE DATE AND TERMINATION DATE. The Plan shall be effective
as of its Effective Date, and shall terminate on the tenth anniversary of
such Effective Date.
AMERICREDIT CORP.
By:
-----------------------------
Title:
---------------------------
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[LETTERHEAD]
EXHIBIT 5.1
February 15, 1996
AmeriCredit Corp.
200 South Bailey Avenue
Fort Worth, Texas 76107
Re: AmeriCredit Corp. 1995 Omnibus Stock and Incentive Plan
Registration Statement on Form S-8
Gentlemen:
We have acted as counsel to AmeriCredit Corp., a Texas corporation (the
"Company"), in connection with the preparation of the Registration Statement on
Form S-8 (the "Registration Statement") to be filed with the Securities and
Exchange Commission on or about February 20, 1996 under the Securities Act of
1933, as amended (the "Securities Act"), relating to 2,000,000 shares of the
$.01 par value common stock (the "Common Stock") of the Company that are offered
to employees of the Company on the exercise of options ("Options") granted or
that may be granted under the AmeriCredit Corp. 1995 Omnibus Stock and Incentive
Plan (the "Plan") and pursuant to other Awards (as defined in the Plan),
including SAR's, Restricted Share Awards and Performance Awards (as therein
defined, and collectively referred to herein as the "Awards") granted or that
may be granted under the Plan.
You have requested the opinion of this firm with respect to certain legal
aspects of the proposed offering. In connection therewith, we have examined and
relied upon the original, or copies identified to our satisfaction, of (1) the
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 shares of Common Stock pursuant to
the Plan and related matters; (3) the Registration Statement and exhibits
thereto, including the Plan; and (4) such other documents and instruments as we
have deemed necessary for the expression of opinions herein contained. In
making the foregoing examinations, we have assumed the genuineness of all
signatures and the authenticity of all documents submitted to us as originals,
and the conformity to original documents of all documents submitted to us as
certified or photostatic copies. As to various questions of fact material to
this opinion, and as to the content and form of the Articles of Incorporation,
the bylaws, minutes, records,
<PAGE>
AmeriCredit Corp.
February 15, 1996
Page 2
resolutions and other documents or writings of the Company, we have relied,
to the extent we deemed reasonably appropriate, upon representations or
certificates of officers or directors of the Company and upon documents,
records and instruments furnished to us 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, and subject to the comments and exceptions
noted below, we are of the opinion that the Company presently has available at
least 2,000,000 shares of authorized but unissued stock and/or treasury shares
from which the 2,000,000 shares of Common Stock proposed to be sold pursuant to
exercise of Options granted or to be granted under the Plan, and/or pursuant to
other Awards granted or to be granted under the Plan, may be issued. Assuming
that (a) the Company maintains an adequate number of authorized but unissued
shares and/or treasury shares available for issuance under the Plan to persons
who become entitled thereto under the terms of the Plan, (b) the Options and
other Awards are issued in accordance with the Plan, (c) the shares of Common
Stock are issued in accordance with the Plan and the associated option agreement
or other Award for which such shares are being issued, and (d) the consideration
for shares of Common Stock issued pursuant to such Options or other Awards is
actually received by the Company as provided in the Plan and equals or exceeds
the par value of such shares, then the shares of Common Stock issued pursuant to
the exercise of the Options granted under and in accordance with the terms of
the Plan, and the shares of Common Stock to be issued pursuant to the Awards
granted under and in accordance with the terms of the Plan, will be duly and
validly issued, fully paid and nonassessable.
We hereby consent to the filing of this opinion 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, we do not admit that we
come 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: /s/ L. Steven Leshin
-------------------------------------
L. Steven Leshin
Authorized Signatory
<PAGE>
EXHIBIT 23.2
CONSENT OF INDEPENDENT ACCOUNTANTS
We consent to the incorporation by reference in this registration statement
of AmeriCredit Corp. on Form S-8, of our report dated August 10, 1995, on our
audits of the consolidated financial statements of AmeriCredit Corp.
COOPERS & LYBRAND, L.L.P.
Fort Worth, Texas
February 15, 1996
