<PAGE>
As filed with the Securities and Exchange Commission on November 10, 1997
Registration No. _________
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)
1996 LIMITED STOCK OPTION 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) price (3) fee (3)
<S> <C> <C> <C> <C>
Common 850,000 $16.00 $13,600,000 $4,121.21
</TABLE>
(1) Shares reserved for issuance under the 1996 Limited Stock Option 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) Calculated pursuant to Rule 457(h). Accordingly, the price per share
of the Common Stock offered hereunder pursuant to the Plan is based on 850,000
shares of Common Stock reserved for issuance under the Plan and subject to
options already granted thereunder at an exercise price of $16.00 per share.
<PAGE>
PART I
INFORMATION REQUIRED IN THE SECTION 10(A) PROSPECTUS
ITEM 1. PLAN INFORMATION *
ITEM 2. REGISTRANT INFORMATION AND EMPLOYEE PLAN ANNUAL INFORMATION *
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 ("Commission"):
(1) the registrant's Annual Report on Form 10-K for the fiscal year
ended June 30, 1997, filed with the Commission;
(2) 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
(3) 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.
- -------------------------
* Information required by Part I to be contained in the Section 10(a)
prospectus is omitted from this Registration Statement in accordance with
Rule 428 under the Securities Act of 1933 and the Note to Part I of
Form S-8.
<PAGE>
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.
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, 1997).
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, 1997).
4.3 Rights Agreement, dated August 28, 1997, between AmeriCredit Corp. and
ChaseMellon Shareholder Services, L.L.C. (incorporated by reference
to Exhibit 1 included in the Report on Form 8-K, dated August 28,
1997, filed by AmeriCredit Corp. with the Commission).
4.4 Copy of the 1996 Limited Stock Option 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>
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 ("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 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, as amended,
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 November 5,
1997.
AMERICREDIT CORP.
By: /s/ Clifton H. Morris, Jr.
-----------------------------------
Clifton H. Morris, Jr., Chairman of
the Board and Chief Executive Officer
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.
<PAGE>
Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed by the following persons in the
capacities and on the dates indicated.
SIGNATURE CAPACITY DATE
/s/ Clifton H. Morris, Jr. Chairman of the Board and
- -------------------------- Chief Executive Officer November 5, 1997
Clifton H. Morris, Jr.
/s/ Michael R. Barrington Vice Chairman, President
- --------------------------- and Chief Operationg Officer
Michael R. Barrington and Director November 5, 1997
/s/ Daniel E. Berce Vice Chairman and Chief
- --------------------------- Financial Officer and Director
Daniel E. Berce (Principal Financial and
Officer) November 5, 1997
/s/ Edward H. Esstman Executive Vice President - Auto
- --------------------------- Finance Division and Director November 5, 1997
Edward H. Esstman
/s/ James H. Greer Director November 5, 1997
- ---------------------------
James H. Greer
/s/ Kenneth H. Jones, Jr. Director November 5, 1997
- ---------------------------
Kenneth H. Jones, Jr.
- --------------------------- Director
Gerald W. Haddock
/s/ Douglas K. Higgins Director November 5, 1997
- ---------------------------
Douglas K. Higgins
<PAGE>
INDEX TO EXHIBITS
Exhibit
No. 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, 1997).
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, 1997).
4.3 Rights Agreement, dated August 28, 1997, between
AmeriCredit Corp. and ChaseMellon Shareholder
Services, L.L.C. (incorporated by reference to Exhibit 1 included
in the Report on Form 8-K, dated
August 28, 1997, filed by AmeriCredit Corp. with
the Commission).
4.4 Copy of the 1996 Limited Stock Option 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>
1996 Limited Stock Option Plan
For
AmeriCredit Corp.
1. PURPOSE. The purpose of this Plan is to advance the interests of
Americredit Corp. and increase share value by providing additional incentives
to retain and motivate certain key employees upon whose efforts and judgment
its success is materially dependent.
2. DEFINITIONS. As used herein, the following terms shall have the
meaning indicated:
(a) "ACHIEVEMENT DATE" shall mean the business day following the
conclusion of any period of 20 consecutive trading days during which the
average of the Closing Prices of the Shares for such 20 day period is equal
to or greater than $25.00.
(b) "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 Option, all of which Available Shares shall be held in the
Company's treasury or shall be made available from authorized and unissued
Shares.
(c) "BOARD" shall mean the Board of Directors of the Company.
(d) "CAUSE" shall mean the Optionee's willful misconduct or gross
negligence, as reasonably determined by the Committee in its sole discretion.
(e) "CODE" shall mean the Internal Revenue Code of 1986, as now or
hereafter amended.
(f) "CLOSING PRICE" 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.
(g) "COMMITTEE" shall mean the Stock Option/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 AmeriCredit Corp.
(i) "DATE OF GRANT" shall mean April 23, 1996, which is the date as of
which the Committee took formal action to approve the grant of the Options.
<PAGE>
(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 Optionee'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 Optionee from
performing the normal services required of the Optionee 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 23, 1996.
(n) "ELIGIBLE PERSON" shall mean each of Clifton H. Morris, Jr., Michael
R. Barrington, Daniel E. Berce, and Edward H. Esstman.
(o) "OPTION" shall mean the nonqualified stock options which are granted
hereunder.
(p) "OPTIONEE" shall mean an Eligible Person to whom an Option is
granted.
(q) "OPTION PRICE" shall mean $16.00 per Share, which was approximately
110% of the Closing Price on the Date of Grant.
(r) "PLAN" shall mean this 1996 Limited Stock Option Plan For
AmeriCredit Corp.
(s) "PLAN YEAR" shall mean the 12 month period beginning April 24, 1996,
and each April 24 thereafter, and ending on each succeeding April 23.
(t) "SHARE(S)" shall mean a share or shares of the common stock, par
value $.01 per share, of the Company.
(u) "VESTING DATE" shall mean the earlier of (i) April 23, 2003, and
(ii) the first day following an Achievement Date occurring prior to April 24,
1999.
(v) "1933 ACT" shall mean the Securities Act of 1933, as amended.
(w) "1934 ACT" shall mean the Securities Exchange Act of 1934, as
amended.
<PAGE>
3. AVAILABLE SHARES. As of the Effective Date, Eight Hundred Fifty
Thousand (850,000) Shares shall automatically, and without further action,
become Available Shares. To the extent any Option shall terminate, expire or
be canceled, the Available Shares subject to such Option shall no longer be
subject to the Plan.
4. CONDITIONS FOR GRANT OF OPTIONS.
(a) Only Eligible Persons shall be granted Options, and in selecting the
Eligible Persons and granting the Options, the Committee has taken into
consideration the contribution the Eligible Persons have made or may be
reasonably expected to make to the success of the Company and such other
factors as the Committee determined to be important. The Committee reached
its decision after consulting with and receiving recommendations from
officers and other personnel of the Company and from an independent
compensation consultant with regard to these matters.
(b) The Options granted to Eligible Persons are in addition to regular
salaries, pension, life insurance or other benefits related to their service
to the Company, and do not confer upon Eligible Persons 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.
(c) 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 Option.
(d) Notwithstanding any provision hereof to the contrary, each Option is
issued, in part, as compensation for past services rendered.
5. GRANT OF OPTIONS. As of the Date of Grant, the Committee has granted
Options, exercisable at the Option Price, to Eligible Persons to purchase
some or all of the following number of Available Shares:
AVAILABLE SHARES
SUBJECT TO
ELIGIBLE PERSON OPTION
--------------- ------
Clifton H. Morris Jr. 300,000
Michael R. Barrington 200,000
Daniel E. Berce 200,000
Edward H. Esstman 150,000
<PAGE>
An Option granted hereunder shall be evidenced by a written agreement that
shall contain such provisions as shall be selected by the Committee, not
inconsistent with the terms of this Plan, and which may incorporate the terms
of this Plan by reference.
6. PAYMENT OF OPTION PRICE. 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, 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 paid in
whole or in part with Shares, the value of the Shares surrendered shall be
their Closing Price 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.
8. EXERCISABILITY OF OPTIONS. An Option shall not be exercisable in
whole or in part until the Vesting Date, after which it shall be fully
exercisable.
9. TERMINATION OF OPTION PERIOD. (a) The unexercised portion of an
Option shall automatically and without notice terminate and become null and
void at the time of the earliest to occur of the following:
(i) ninety (90) days after the date that Optionee ceases to be
employed by the Company regardless of the reason therefor, other than a
cessation by reason of death, Disability or for Cause;
(ii) one (1) year after the date on which the Optionee ceases to be
employed by the Company by reason of Disability;
(iii) (y) one (1) year after the date that Optionee ceases to be
employed by the Company by reason of death, or (z) the later of (I) the date
provided in whichever of SUBSECTION 9(a)(i) OR 9(a)(ii), if any, apply on the
date of death, and (II) six (6) months after the date on which such person
shall die if that shall occur during whichever of the periods described in
SUBSECTION 9(a)(i) OR 9(a)(ii), if any, apply on the date of death;
(iv) the date that Optionee ceases to be employed by the Company, if
such cessation is for Cause; and
(v) the tenth (10th) anniversary of the Date of Grant.
(b) 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 10(a) of the Plan, 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
<PAGE>
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.
10. ACCELERATION ON CHANGE IN CONTROL. (a) In the event of a change in
control of the Company (as hereafter defined) all Options shall become fully
exercisable (hereafter, in this Section, "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 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
Option is accelerated, the portion of the Option which is accelerated may,
in the discretion of the Committee, be limited to that portion which can be
accelerated without causing the Optionee to have an "excess parachute
payment" as determined under section 280G of the Code, determined by taking
into account all of Optionee's "parachute payments" determined under section
280G of the Code, all as reasonably determined by the Committee.
11. ADJUSTMENT OF AVAILABLE SHARES. If at any time while the Plan is in
effect or Options 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:
(a) 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 Option, so that the same proportion of
the Company's issued and outstanding Shares shall continue to be subject to
grant under SECTION 3, and to such Option, and
(b) in addition, and without limitation, in the case of each Option
which requires the payment of consideration by the Optionee in order to
acquire Shares, an appropriate adjustment shall be made in the Option Price
so that (i) the aggregate consideration to acquire all of the Shares subject
to the Option remains the same and, (ii) so far as possible, as reasonably
determined by the Committee in its sole discretion, the economic benefit to
the Optionee provided by the Option and the Shares acquired upon the exercise
of such Option remains the same.
<PAGE>
(c) Except as otherwise expressly provided herein, the issuance by
the Company of shares of its capital stock of any class, or securities
convertible into shares of capital stock of any class, either in connection
with direct sale or upon the exercise of rights or warrants to subscribe
therefor, or upon conversion of shares or obligations of the Company
convertible into such shares or other securities, shall not affect, and no
adjustment by reason thereof shall be made with respect to, Available Shares
subject to Options granted under the Plan.
(d) Without limiting the generality of the foregoing, the existence
of outstanding Options with respect to Available Shares granted under the
Plan shall not affect in any manner the right or power of the Company to
make, authorize or consummate (1) any or all adjustments, recapitalization,
reorganizations or other changes in the Company's capital structure or its
business; (2) any merger or consolidation of the Company; (3) any issue by
the Company of debt securities, or preferred or preference stock which would
rank above the Available Shares subject to outstanding Options; (4) the
dissolution or liquidation of the Company; (5) any sale, transfer or
assignment of all or any part of the assets or business of the Company; or
(6) any other corporate act or proceeding, whether of a similar character or
otherwise.
12. TRANSFERABILITY OF OPTIONS. Each Option shall provide that such
Option shall not be transferable by the Optionee otherwise than by will or
the laws of descent and distribution, or, if so provided in the Option, (a)
that such Option is transferable, in whole or in part, without payment of
consideration, to immediate family members of the Optionee, to trusts for
such family members, or to partnerships whose only partners are such family
members, or (b) except as prohibited by Rule 16b-3, to a person or other
entity for which the Optionee 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 Option
will remain the power and responsibility of the Optionee and that so long as
the Optionee lives, only such Optionee (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
Option.
13. ISSUANCE OF SHARES. No Optionee or other person shall be, or have
any of the rights or privileges of, the owner of Shares subject to an Option
unless and until certificates representing such Shares shall have been issued
and delivered to such Optionee 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:
(a) a representation, warranty or agreement by the person Optionee
such Shares to the Company, 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
<PAGE>
(b) 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 Optionee 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
Option unless counsel for the Company shall be reasonably satisfied that such
issuance will be in compliance with applicable Federal or state securities
laws.
14. ADMINISTRATION OF THE PLAN. The Plan shall be administered by the
Committee and, except for the powers reserved to the Board in SECTION 17
hereof, the Committee shall have all of the administrative powers under Plan.
(a) 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 Company. The determinations
under, and the interpretations of, any provision of the Plan or an Option by
the Committee shall, in all cases, be in its sole discretion, and shall be
final and conclusive.
(b) 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.
(c) 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.
15. TAX WITHHOLDING. On or immediately prior to the date on which an
Option is exercised, the Optionee 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
Optionee with respect to such Option) the amount which the 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
<PAGE>
employment taxes, if applicable; provided, further, that the Committee may
require that such payment be made in cash.
16. INTERPRETATION. 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.
(a) This Plan shall be governed by the laws of the State of Texas.
(b) Headings contained in this Agreement are for convenience only
and shall in no manner be construed as part of this Plan.
(c) Any reference to the masculine, feminine, or neuter gender shall
be a reference to such other gender as is appropriate.
17. 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 Option; provided, however, that no such
amendment may, without approval by the shareholders of the Company and/or to
the extent provided in SECTION 11 hereof, (a) increase the number of
Available Shares or change the class of Eligible Persons, (b) permit the
granting of Options 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 18; and provided, further, that (except to the extent
provided in SUBSECTION 9(b) hereof) no amendment or suspension of the Plan or
any Option issued hereunder shall, except as specifically permitted in any
Option, substantially impair any Option previously granted to any Optionee
without the consent of such Optionee.
18. 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:
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Title:
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<PAGE>
November 5, 1997
AmeriCredit Corp.
200 Bailey Avenue
Fort Worth, Texas 76107
Re: AmeriCredit Corp. 1996 Limited Stock Option Plan (the "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 November 5, 1997 under the Securities Act
of 1933, as amended (the "Securities Act"), relating to 850,000 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 under the AmeriCredit Corp. Limited Stock Option Plan (the "Plan").
(1) 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
the Articles of Incorporation and the bylaws of the Company, as amended;
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; the Registration Statement and
exhibits thereto, including the Plan; and 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, 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 850,000 shares of authorized but unissued stock and/or
treasury shares from which the 850,000 shares of Common Stock proposed to be
sold pursuant to exercise of Options granted under the Plan may be issued.
Assuming that (a) the Company maintains an adequate
<PAGE>
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 shares of Common Stock are issued in accordance
with the Plan and the associated option agreement for which such shares are
being issued, and (c) the consideration for shares of Common Stock issued
pursuant to such Options 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.
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 (File No. 333-_____), of our report dated
August 6, 1997, on our audits of the consolidated financial statements
as of June 30, 1997 and 1996, and for the years ended June 30, 1997, 1996 and
1995, which report is included in the Annual Report on Form 10-K.
COOPERS & LYBRAND, L.L.P.
Fort Worth, Texas
November 5, 1997
