<PAGE> 1
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C.
SCHEDULE 13D
Under the Securities Exchange Act of 1934
Amendment No. 1
AMERICREDIT CORP.
- --------------------------------------------------------------------------------
(Name of Issuer)
$0.01 par value
- --------------------------------------------------------------------------------
(Title or Class of Securities)
03060R101
---------------------------------
(CUSIP Number)
Sierchio & Albert, P.C., 41 East 57th Street, Penthouse A, New York,
New York 10022, Tel. (212) 446-9500
- --------------------------------------------------------------------------------
(Name, Address and Telephone Number of Person Authorized to
Receive Notices and Communications)
June 28, 1996
- --------------------------------------------------------------------------------
(Date of Event which Requires Filing of this Statement)
If the filing person has previously filed a statement on Schedule 13G to report
the acquisition which is the subject of this Schedule 13D, and is filing this
schedule because of Rule 13d-1(b)(3) or (4), check the following box. [ ]
Check the following box if a fee is being paid with the statement [X]. (A fee is
not required only if the reporting person: (1) has a previous statement on title
reporting beneficial ownership of more than five percent of the class of
securities described in Item 1: and (2) has filed no amendment subsequent
thereto reporting beneficial ownership of five percent or less of such class
(See Rule 13d-7.)
Note: Six copies of this statement, including all exhibits, should be filed with
the Commission. See Rule 13d-1(a) for other parties to whom copies are to be
sent.
*The remainder of this cover page shall be filled out for a reporting person's
initial filing on this form with respect to the subject class of securities, and
for any subsequent amendment containing information which would alter
disclosures provided in a prior cover page.
The information required on the remainder of this cover page shall not be deemed
to be "filed" for the purpose of Section 18 of the Securities Exchange Act of
1934 ("Act") or otherwise subject to the liabilities of that section of the Act
but shall be subject to all other provisions of the Act (however, see the
Notes).
<PAGE> 2
SCHEDULE 13D
- ------------------------------ ------------------------
CUSIP No. 03060R101 Page 2 of 14 Pages
- ------------------------------ ------------------------
- --------------------------------------------------------------------------------
1. NAME OF REPORTING PERSON
REGAN PARTNERS, L.P.
- --------------------------------------------------------------------------------
2. CHECK APPROPRIATE BOX IF A MEMBER OF A GROUP (a) [X]
(b) [ ]
- --------------------------------------------------------------------------------
3. SEC USE ONLY
- --------------------------------------------------------------------------------
4. SOURCE OF FUNDS
WC
- --------------------------------------------------------------------------------
5. CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS
2(d) or 29(E) [ ]
- --------------------------------------------------------------------------------
6. CITIZENSHIP OR PLACE OF ORGANIZATION
New Jersey
- --------------------------------------------------------------------------------
7. SOLE VOTING POWER
Number of
Shares 1,337,100 Shares of Common Stock
Beneficially
Owned by -----------------------------------------------------
Each 8. SHARED VOTING POWER
Reporting None
Person
With -----------------------------------------------------
9. SOLE DISPOSITIVE POWER
1,337,100 Shares of Common Stock
-----------------------------------------------------
10. SHARED DISPOSITIVE POWER
None
- --------------------------------------------------------------------------------
11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,337,100 Shares of Common Stock individually
1,865,410 Shares of Common Stock as a group
- --------------------------------------------------------------------------------
12. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW 11 EXCLUDES CERTAIN SHARES [ ]
- --------------------------------------------------------------------------------
13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 11
4.7% individually, 6.5% as a Group
- --------------------------------------------------------------------------------
14. TYPE OF REPORTING PERSON
PN
- --------------------------------------------------------------------------------
<PAGE> 3
SCHEDULE 13D
- ------------------------------ ------------------------
CUSIP No. 03060R101 Page 3 of 14 Pages
- ------------------------------ ------------------------
- --------------------------------------------------------------------------------
1. NAME OF REPORTING PERSON
REGAN INTERNATIONAL FUND LIMITED
- --------------------------------------------------------------------------------
2. CHECK APPROPRIATE BOX IF A MEMBER OF A GROUP (a) [X]
(b) [ ]
- --------------------------------------------------------------------------------
3. SEC USE ONLY
- --------------------------------------------------------------------------------
4. SOURCE OF FUNDS
WC
- --------------------------------------------------------------------------------
5. CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS
2(d) or 29(E) [ ]
- --------------------------------------------------------------------------------
6. CITIZENSHIP OR PLACE OF ORGANIZATION
The British Virgin Islands
- --------------------------------------------------------------------------------
7. SOLE VOTING POWER
Number of
Shares 114,500 Shares of Common Stock
Beneficially
--------------------------------------------------------
Owned by 8. SHARED VOTING POWER
Each None
Reporting
--------------------------------------------------------
Person 9. SOLE DISPOSITIVE POWER
With
114,500 Shares of Common Stock
--------------------------------------------------------
10. SHARED DISPOSITIVE POWER
None
- --------------------------------------------------------------------------------
11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
114,500 Shares of Common Stock individually
1,865,410 Shares of Common Stock as a group
- --------------------------------------------------------------------------------
12. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW 11 EXCLUDES CERTAIN SHARES [ ]
- --------------------------------------------------------------------------------
13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 11
0.4% individually, 6.5% as a Group
- --------------------------------------------------------------------------------
14. TYPE OF REPORTING PERSON
CO
- --------------------------------------------------------------------------------
<PAGE> 4
SCHEDULE 13D
- ---------------------------- -------------------------
CUSIP No. 03060R101 Page 4 of 14 Pages
- ---------------------------- -------------------------
- --------------------------------------------------------------------------------
1. NAME OF REPORTING PERSON
BASIL P. REGAN
- --------------------------------------------------------------------------------
2. CHECK APPROPRIATE BOX IF A MEMBER OF A GROUP (a) [X]
(b) [ ]
- --------------------------------------------------------------------------------
3. SEC USE ONLY
- --------------------------------------------------------------------------------
4. SOURCE OF FUNDS
PF, AF
- --------------------------------------------------------------------------------
5. CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS
2(d) or 29(E) [ ]
- --------------------------------------------------------------------------------
6. CITIZENSHIP OR PLACE OF ORGANIZATION
United States of America
- --------------------------------------------------------------------------------
7. SOLE VOTING POWER
Number of
Shares 1,515,710 Shares of Common Stock
Beneficially
--------------------------------------------------------
Owned by 8. SHARED VOTING POWER
Each
234,700 Shares of Common Stock
Reporting
--------------------------------------------------------
Person 9. SOLE DISPOSITIVE POWER
With
1,515,710 Shares of Common Stock
--------------------------------------------------------
10. SHARED DISPOSITIVE POWER
234,700 Shares of Common Stock
- --------------------------------------------------------------------------------
11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,750,410 Shares of Common Stock individually
1,865,410 Shares of Common Stock as a group
- --------------------------------------------------------------------------------
12. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW 11 EXCLUDES CERTAIN SHARES [ ]
- --------------------------------------------------------------------------------
13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 11
6.1% individually, 6.5% as a Group
- --------------------------------------------------------------------------------
14. TYPE OF REPORTING PERSON
IN
<PAGE> 5
SCHEDULE 13D
- ---------------------------- -------------------------
CUSIP No. 03060R101 Page 5 of 14 Pages
- ---------------------------- -------------------------
- --------------------------------------------------------------------------------
1. NAME OF REPORTING PERSON
ATHENA PARTNERS, L.P.
- --------------------------------------------------------------------------------
2. CHECK APPROPRIATE BOX IF A MEMBER OF A GROUP (a) [X]
(b) [ ]
- --------------------------------------------------------------------------------
3. SEC USE ONLY
- --------------------------------------------------------------------------------
4. SOURCE OF FUNDS
WC
- --------------------------------------------------------------------------------
5. CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS
2(d) or 29(E) [ ]
- --------------------------------------------------------------------------------
6. CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
- --------------------------------------------------------------------------------
7. SOLE VOTING POWER
Number of
Shares 234,700 Shares of Common Stock
Beneficially
--------------------------------------------------------
Owned by 8. SHARED VOTING POWER
Each None
Reporting
--------------------------------------------------------
Person 9. SOLE DISPOSITIVE POWER
With
234,700 Shares of Common Stock
--------------------------------------------------------
10. SHARED DISPOSITIVE POWER
None
- --------------------------------------------------------------------------------
11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
234,700 Shares of Common Stock individually
1,865,410 Shares of Common Stock as a group
- --------------------------------------------------------------------------------
12. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW 11 EXCLUDES CERTAIN SHARES [ ]
- --------------------------------------------------------------------------------
13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 11
0.8% individually, 6.5% as a Group
- --------------------------------------------------------------------------------
14. TYPE OF REPORTING PERSON
PN
- --------------------------------------------------------------------------------
<PAGE> 6
SCHEDULE 13D
- ---------------------------- -------------------------
CUSIP No. 03060R101 Page 6 of 14 Pages
- ---------------------------- -------------------------
- --------------------------------------------------------------------------------
1. NAME OF REPORTING PERSON
- --------------------------------------------------------------------------------
LENORE ROBINS
- --------------------------------------------------------------------------------
2. CHECK APPROPRIATE BOX IF A MEMBER OF A GROUP (a) [X]
(b) [ ]
- --------------------------------------------------------------------------------
3. SEC USE ONLY
- --------------------------------------------------------------------------------
4. SOURCE OF FUNDS
PF, AF
- --------------------------------------------------------------------------------
5. CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS
2(d) or 29(E) [ ]
- --------------------------------------------------------------------------------
6. CITIZENSHIP OR PLACE OF ORGANIZATION
United States of America
- --------------------------------------------------------------------------------
7. SOLE VOTING POWER
Number of
Shares 2,200
Beneficially
--------------------------------------------------------
Owned by 8. SHARED VOTING POWER
Each 234,700 Shares of Common Stock
Reporting
--------------------------------------------------------
Person 9. SOLE DISPOSITIVE POWER
With
2,200
--------------------------------------------------------
10. SHARED DISPOSITIVE POWER
234,700 Shares of Common Stock
- --------------------------------------------------------------------------------
11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
236,900 Shares of Common Stock individually
1,865,410 Shares of Common Stock as a group
- --------------------------------------------------------------------------------
12. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW 11 EXCLUDES CERTAIN SHARES [ ]
- --------------------------------------------------------------------------------
13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 11
0.8% individually, 6.5% as a Group
- --------------------------------------------------------------------------------
14. TYPE OF REPORTING PERSON
IN
- --------------------------------------------------------------------------------
<PAGE> 7
SCHEDULE 13D
- ---------------------------- -------------------------
CUSIP No. 03060R101 Page 6 of 14 Pages
- ---------------------------- -------------------------
1. NAME OF REPORTING PERSON
- --------------------------------------------------------------------------------
LEE ROBINS
- --------------------------------------------------------------------------------
2. CHECK APPROPRIATE BOX IF A MEMBER OF A GROUP (a) [X]
(b) [ ]
- --------------------------------------------------------------------------------
3. SEC USE ONLY
- --------------------------------------------------------------------------------
4. SOURCE OF FUNDS
PF
- --------------------------------------------------------------------------------
5. CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS
2(d) or 29(E) [ ]
- --------------------------------------------------------------------------------
6. CITIZENSHIP OR PLACE OF ORGANIZATION
United States of America
- --------------------------------------------------------------------------------
7. SOLE VOTING POWER
Number of
Shares 112,800
Beneficially
Owned by -----------------------------------------------------
Each 8. SHARED VOTING POWER
Reporting NONE
Person
With -----------------------------------------------------
9. SOLE DISPOSITIVE POWER
112,800
-----------------------------------------------------
10. SHARED DISPOSITIVE POWER
NONE
- --------------------------------------------------------------------------------
11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
112,800 Shares of Common Stock individually
1,865,410 Shares of Common Stock as a group
- --------------------------------------------------------------------------------
12. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW 11 EXCLUDES CERTAIN SHARES [ ]
- --------------------------------------------------------------------------------
13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 11
0.4% individually, 6.5% as a Group
- --------------------------------------------------------------------------------
14. TYPE OF REPORTING PERSON
IN
- --------------------------------------------------------------------------------
<PAGE> 8
ITEM 1. SECURITY AND ISSUER
This Statement relates to the common stock, par value $.01
(the "Common Stock") of AmeriCredit Corp. ("ACF"), a Texas corporation. The
principal executive offices of ACF are located at 200 Bailey Avenue, Forth
Worth, Texas 76107-1220.
ITEM 2. IDENTITY AND BACKGROUND
This Amendment No. 1 to the Schedule 13-D dated February 14,
1996 (the "Initial Schedule 13D") is filed by Regan Partners, L.P., a New Jersey
limited partnership ("Regan Partners"), Basil P. Regan, an individual, Regan
International Fund Limited, a corporation organized under the laws of The
British Virgin Islands ("RIF"), Athena Partners, L.P., a Delaware limited
partnership ("Athena"), Lenore Robins, an individual and Lee R. Robins, an
individual; the foregoing persons are hereinafter sometimes collectively
referred to as the "Group". The purpose of this filing is to reflect the
acquisition by the Group of an additional 356,000 shares (approximately 1.2%) of
the issued and outstanding shares of Common Stock of ACF.
Regan Partners is a limited partnership organized under the
laws of the State of New Jersey. The principal business of Regan Partners is the
purchase, sale, investment, trading and reinvestment in securities; its
principal office is located at 6 East 43rd Street, New York, New York 10017.
Regan Partners has not during the last five years (i) been
convicted in a criminal proceeding (excluding traffic violations or similar
misdemeanors) or (ii) been a party to a civil proceeding of a judicial or
administrative body of competent jurisdiction and as a result was or is subject
to a judgment, decree, or final order enjoining violations of, or prohibiting or
mandating activities subject to, federal or state securities laws or finding any
violation with respect to such laws.
The general partner of Regan Partners is Basil P. Regan. The
information to be provided for Mr. Regan is set forth below.
Mr. Regan's business address is 6 East 43rd Street, New York,
New York 10017. His present principal occupations are acting as one of the
general partners of Athena and as the sole general partner of Regan Partners.
Mr Regan has not during the last five years (i) been convicted
in a criminal proceeding (excluding traffic violations or similar misdemeanors)
or (ii) been a party to a civil proceeding of a judicial or administrative body
of competent jurisdiction and as a result was or is subject to a judgment,
decree or final order enjoining violations of, or prohibiting or mandating
activities subject to federal or state securities laws or finding any violation
with respect to such laws. Mr. Regan is a citizen of the United States.
RIF is a corporation organized under the laws of The British
Virgin Islands. Its principal offices are located at, c/o Hemisphere Management
Limited, Hemisphere House, 9 Church Street, P.O. Box HM 951, Hamilton, Bermuda.
Mr. Regan is the Investment Manager for RIF.
RIF has not during the last five years (i) been convicted in a
criminal proceeding (excluding traffic violations or similar misdemeanors) or
(ii) been party to a civil proceeding of a judicial
8
<PAGE> 9
or administrative body of competent jurisdiction and as a result was or is
subject to a judgment, decree, or final order enjoining violations of, or
prohibiting or mandating activities subject to, federal or state securities laws
or finding any violation with respect to such laws.
Athena is a limited partnership organized under the laws of
the State of Delaware. The principal business of Athena is the purchase, sale,
investment, trading and reinvestment in securities; its principal offices are
located at 32 East 57th Street, New York, New York and at 6 East 43rd Street,
New York, New York.
Athena has not during the last five years (i) been convicted
in a criminal proceeding (excluding traffic violations or similar misdemeanors)
or (ii) been a party to a civil proceeding of a judicial or administrative body
of competent jurisdiction and as a result was or is subject to a judgment,
decree, or final order enjoining violations of, or prohibiting or mandating
activities subject to, federal or state securities laws or finding any violation
with respect to such laws.
The general partners of Athena are Basil P. Regan and Lenore
Robins. The information to be provided as to Mr. Regan is already set forth
above. The information to be provided as to Mrs. Robins is set forth below:
Lenore Robins' business address is 32 East 57th Street, 14th
Floor, New York, New York 10022. Her present principal occupation is acting as
one of the general partners of Athena.
Lenore Robins has not during the last five years (i) been
convicted in a criminal proceeding (excluding traffic violations or similar
misdemeanors) or (ii) been a party to a civil proceeding of a judicial or
administrative body of competent jurisdiction and as a result was or is subject
to a judgment, decree, or final order enjoining violations of, or prohibiting or
mandating activities subject to, federal or state securities laws or finding any
violation with respect to such laws. Mrs. Robins is a citizen of the United
States.
Lee R. Robins is an individual having a business address at 32
East 57th Street, 14th Floor, New York, New York 10022. His present principal
occupation is acting as President of CPI Associates, Inc., a financial planning
consultant with offices at 32 East 57th Street, New York, New York 10022.
Mr. Robins has not during the last five years (i) been
convicted in a criminal proceeding (excluding traffic violations or similar
misdemeanors) or (ii) been a party to a civil proceeding of a judicial or
administrative body of competent jurisdiction and as a result was or is subject
to a judgment, decree or final order enjoining violations of, or prohibiting or
mandating activities subject to, federal or state securities laws or finding any
violation with respect to such laws. Mr. Robins is a citizen of the United
States.
ITEM 3. SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION
The source and the amount of funds used by Regan Partners to
make the purchases of an additional 310,000 shares of Common Stock of ACF owned
by it were working capital of approximately $4,315,110.
9
<PAGE> 10
The source and the amount of funds used by RIF to make the
purchase of shares of an additional 59,500 Common Stock of ACF owned by it were
working capital of approximately $934,187.
The source and the amount of funds used by Basil P. Regan to
purchase the additional 356,000 shares of Common Stock of ACF beneficially owned
by him were affiliate funds (working capital of Athena, RIF and Regan Partners)
of approximately $5,406,644.
The source and the amount of funds used by Athena to make the
purchases of an additional 10,000 shares of Common Stock of ACF owned by it were
working capital of approximately $157,347.
The source and the amount of funds used by Lenore Robins to purchase
the additional 10,000 shares of Common Stock of ACF owned beneficially by her
were affiliate funds of approximately $157,347.
Except for approximately 10% of the shares purchased, no part of the
purchase price paid for the 356,000 additional shares of Common Stock of ACF
beneficially owned by the Group was represented by borrowed funds.
ITEM 4. PURPOSE OF TRANSACTION
The purpose of the acquisition of the additional 356,000 shares of
Common Stock of ACF was for investment purposes. The Group and each of Regan
Partners, RIF, Basil P. Regan, Athena, Lenore Robins or Lee R. Robins may
continue to acquire additional shares of Common Stock of ACF or dispose of
shares of Common Stock of ACF for respectively, investment purposes and to
realize capital gains or reduce capital losses as a result of the purchase of
shares of Common Stock of ACF. However, none of Regan Partners, RIF, Basil P.
Regan, Athena, Lenore Robins or Lee R. Robins, except to the extent permissible
to and allowable to any other shareholder, have any present intent to:
(a) cause or become involved in any extraordinary corporate
transactions;
(b) cause a sale or transfer of a material amount of the assets of
the issuer or any of its subsidiaries;
(c) develop any plans or proposals to change the board of
directors or management of the issuer or to propose a change
in the number or terms of directors or to fill any vacancies
on the board;
(d) cause any material change in the present capitalization or
dividend policy of the issuer;
(e) effect any other material change in the issuer's business or
corporate structure;
(f) effect any change in the issuer's charter or by-laws or
instruments corresponding thereto or any other actions which
may impede the acquisition of control of the issuer by any
person;
(g) cause a class of securities of the issuer to be delisted from
a national securities exchange or to cease to be authorized to
be quoted in an inter-dealer quotation system of a registered
national securities association;
10
<PAGE> 11
(h) cause a class of equity securities of the issuer to become
eligible for termination of registration pursuant to Section
12(g)(4) of the Act; or
(i) cause any action similar to those enumerated above.
ITEM 5. INTEREST IN SECURITIES OF THE ISSUER
(a) The number of shares of Common Stock of ACF beneficially
owned by Regan Partners is 1,337,100 shares. On information and belief, this
figure represents approximately 4.7% of the issued and outstanding shares of
Common Stock of ACF based upon 28,520,410 shares issued as at June 30, 1996.
The number of shares of Common Stock of ACF beneficially owned
by RIF is 114,500 shares. On information and belief this figure represents
approximately 0.4% of the issued and outstanding shares of Common Stock of ACF
based upon 28,520,410 shares issued and outstanding as at June 30, 1996.
The number of shares of Common Stock of ACF beneficially owned
by Basil P. Regan is 1,515,710. On information and belief, this figure
represents approximately 6.1% of the issued and outstanding shares of Common
Stock of ACF based upon 28,520,410 shares issued and outstanding as at June 30,
1996.
The number of shares of Common Stock of ACF beneficially owned
by Athena is 234,700. On information and belief, this figure represents
approximately 0.8% of the issued and outstanding shares of Common Stock of ACF
based upon 28,520,410 shares issued and outstanding as at June 30, 1996.
The number of shares of Common Stock of ACF beneficially owned
by Lenore Robins is 236,900. On information and belief, this represents
approximately 0.8% of the issued and outstanding shares of Common Stock of ACF
based upon 28,520,410 shares issued and outstanding as at June 30, 1996.
The number of shares of Common Stock of ACF beneficially owned
by Lee R. Robins is 112,800. On information and belief, this figure represents
approximately 0.4% of the issued and outstanding shares of Common Stock of ACF
based upon 28,520,410 shares issued and outstanding as at June 30, 1996.
The number of shares of Common Stock of ACF beneficially owned
by the Group is 1,865,410. On information and belief, this represents
approximately 6.5% of the issued and outstanding shares of Common Stock of ACF
based upon 28,520,410 shares issued and outstanding as reported at June 30,
1996.
(b) Regan Partners has the sole power to vote or to direct the
vote and the sole power to dispose or to direct the disposition of the 1,337,100
shares of Common Stock of ACF owned by it. RIF has the sole power to both direct
the vote and the sole power to dispose or to direct the disposition of 114,500
shares of Common Stock of ACF owned by it. Basil P. Regan directly owns 64,110
shares of Common Stock of ACF. Accordingly, he has the sole power to vote or
direct the vote and the sole power to dispose or direct the disposition of these
shares. However, Mr. Regan is also attributed the beneficial ownership of an
additional 1,686,300 shares of Common Stock of ACF. He is attributed the
beneficial ownership of such shares because, as the sole general partner of
Regan Partners and as the Investment Manager of RIF, he has the sole power to
vote or direct the vote and the sole power to
11
<PAGE> 12
dispose or direct the disposition of, respectively, 1,337,100 and 114,500 shares
of Common Stock of ACF. Additionally, Mr. Regan, as one of the general partners
of Athena, shares power (with Lenore Robins, the other general partner of
Athena) to vote or direct the vote and dispose or direct the disposition of the
234,700 shares of Common Stock of ACF. In sum, Mr. Regan, directly and
indirectly, beneficially owns and has the power to vote or direct the vote and
dispose or direct the disposition of an aggregate of 1,750,410 shares of Common
Stock of ACF.
Athena has the sole power to vote or to direct the vote and
the sole power to dispose or direct the disposition of the 234,700 shares of
Common Stock of ACF directly owned by it.
Lenore Robins directly owns 2,200 shares of Common Stock of
ACF as to which she has the sole power to vote or direct the vote and dispose or
direct the disposition of said shares; however, Lenore Robins, in her capacity
as one of the general partners of Athena, shares power (with Basil P. Regan, the
other general partner of Athena) to vote or direct the vote and dispose or
direct the disposition of the 234,700 shares of Common Stock of ACF owned by
Athena.
Lee R. Robins has the sole power to vote or to direct the vote
and the sole power to dispose or direct the disposition of the 112,800 shares
owned directly and beneficially by him.
The Group has the shared power to vote and direct the vote and
the shared power to dispose or direct the disposition of an aggregate of
1,865,410 shares of Common Stock of ACF.
(c) The following are transactions effected by the persons
listed in paragraph (a) above since May 1, 1996. Each transaction was effected
in an ordinary brokerage transactions through the facilities of the New York
Stock Exchange.
12
<PAGE> 13
Regan Partners, L.P.:
<TABLE>
<CAPTION>
Date of No. of Shares Cost/Proceeds
Transaction Bought (Sold) Per Share
----------- ------------- ---------
<S> <C> <C>
5/09/96 5,000 $14.33
5/10/96 5,000 14.33
5/15/96 5,000 14.33
5/16/96 25,000 14.45
5/22/96 15,000 14.90
6/03/96 10,000 15.20
6/27/96 10,000 14.20
6/28/96 85,000 13.65
7/01/96 10,000 15.00
7/02/96 5,000 15.00
</TABLE>
Regan International Fund Limited:
<TABLE>
<CAPTION>
Date of No. of Shares Cost/Proceeds
Transaction Bought (Sold) Per Share
----------- ------------- ---------
<S> <C> <C>
6/28/96 34,500 $15.00
</TABLE>
Athena Partners, L.P.:
<TABLE>
<CAPTION>
Date of No. of Shares Cost/Proceeds
Transaction Bought (Sold) Per Share
----------- ------------- ---------
<S> <C> <C>
6/28/96 10,000 $15.70
</TABLE>
Lenore Robins:
<TABLE>
<CAPTION>
Date of No. of Shares Cost/Proceeds
Transaction Bought (Sold) Per Share
----------- ------------- ---------
<S> <C> <C>
6/28/96 2,000 $14.75
7/01/96 (2,000) 15.75
</TABLE>
(d) No other person is known to have the right to receive or the power to direct
the receipt of dividends from or the proceeds from the sale of such securities.
ITEM 6. CONTRACTS, UNDERWRITINGS OR RELATIONSHIPS WITH RESPECT TO SECURITIES OF
THE ISSUER
Other than the contract filed as Exhibit A to the Initial Schedule 13D
hereto no person listed in Item 2 hereof is a party to any other contracts,
arrangements, understandings or relationships with any person with respect to
any securities of the issuer, including but not limited to transfer or voting of
any of the securities, finder's fees, joint ventures, loan or option
arrangements, puts or calls, guarantees of profits, division of profits or loss,
or the giving or withholding of proxies.
ITEM 7. MATERIAL TO BE FILED AS EXHIBITS
None
13
<PAGE> 14
AFTER REASONABLE INQUIRY AND TO THE BEST OF MY KNOWLEDGE AND BELIEF, I
CERTIFY THAT THE INFORMATION SET FORTH IN THE STATEMENT IS TRUE, COMPLETE AND
CORRECT.
Regan Partners, L.P.
Dated: July 10, 1996
By: /s/Basil P. Regan
----------------------------------
Basil P. Regan, General Partner
AFTER REASONABLE INQUIRY AND TO THE BEST OF MY KNOWLEDGE AND BELIEF, I
CERTIFY THAT THE INFORMATION SET FORTH IN THE STATEMENT IS TRUE, COMPLETE AND
CORRECT.
Regan International Fund Limited
Dated: July 10, 1996
By: /s/Basil P. Regan
----------------------------------
Basil P. Regan, Investment Manager
AFTER REASONABLE INQUIRY AND TO THE BEST OF MY KNOWLEDGE AND BELIEF, I
CERTIFY THAT THE INFORMATION SET FORTH IN THE STATEMENT IS TRUE, COMPLETE AND
CORRECT.
Dated: July 10, 1996 /s/Basil P. Regan
----------------------------------
Basil P. Regan
AFTER REASONABLE INQUIRY AND TO THE BEST OF MY KNOWLEDGE AND BELIEF, I
CERTIFY THAT THE INFORMATION SET FORTH IN THE STATEMENT IS TRUE, COMPLETE AND
CORRECT.
Athena Partners, L.P.
Dated: July 10, 1996
By: /s/Lenore Robins
----------------------------------
Lenore Robins, General Partner
AFTER REASONABLE INQUIRY AND TO THE BEST OF MY KNOWLEDGE AND BELIEF,
I CERTIFY THAT THE INFORMATION SET FORTH IN THE STATEMENT IS TRUE, COMPLETE
AND CORRECT.
Dated: July 10, 1996 /s/Lenore Robins
----------------------------------
Lenore Robins
AFTER REASONABLE INQUIRY AND TO THE BEST OF MY KNOWLEDGE AND BELIEF,
I CERTIFY THAT THE INFORMATION SET FORTH IN THE STATEMENT IS TRUE, COMPLETE
AND CORRECT.
Dated: July 10, 1996 /s/Lee R. Robins
----------------------------------
Lee R. Robins
