<PAGE>
SCHEDULE 14A INFORMATION
Proxy Statement Pursuant to Section 14(a) of
the Securities Exchange Act of 1934 (Amendment No. )
Filed by the Registrant / /
Filed by a Party other than the Registrant / /
Check the appropriate box:
/ / Preliminary Proxy Statement
/ / Confidential, for Use of the Commission Only (as permitted by Rule
14a-6(e)(2))
/X/ Definitive Proxy Statement
/ / Definitive Additional Materials
/ / Soliciting Material Pursuant to Section240.14a-11(c) or
Section240.14a-12
AMERICREDIT CORP.
- --------------------------------------------------------------------------------
(Name of Registrant as Specified In Its Charter)
- --------------------------------------------------------------------------------
(Name of Person(s) Filing Proxy Statement, if other than the Registrant)
Payment of Filing Fee (Check the appropriate box):
/X/ No fee required.
/ / Fee computed on table below per Exchange Act Rules 14a-6(i)(1)
and 0-11.
(1) Title of each class of securities to which transaction applies:
-----------------------------------------------------------------------
(2) Aggregate number of securities to which transaction applies:
-----------------------------------------------------------------------
(3) Per unit price or other underlying value of transaction computed
pursuant to Exchange Act Rule 0-11 (set forth the amount on which the
filing fee is calculated and state how it was determined):
-----------------------------------------------------------------------
(4) Proposed maximum aggregate value of transaction:
-----------------------------------------------------------------------
(5) Total fee paid:
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/ / Fee paid previously with preliminary materials.
/ / Check box if any part of the fee is offset as provided by Exchange Act Rule
0-11(a)(2) and identify the filing for which the offsetting fee was paid
previously. Identify the previous filing by registration statement number,
or the Form or Schedule and the date of its filing.
(1) Amount Previously Paid:
-----------------------------------------------------------------------
(2) Form, Schedule or Registration Statement No.:
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(3) Filing Party:
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(4) Date Filed:
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<PAGE>
AMERICREDIT CORP.
200 BAILEY AVENUE
FORT WORTH, TEXAS 76107
------------------------
NOTICE OF ANNUAL MEETING OF STOCKHOLDERS
TO BE HELD NOVEMBER 5, 1997
------------------------
To Our Shareholders:
NOTICE IS HEREBY GIVEN that the 1997 Annual Meeting of Shareholders of
AmeriCredit Corp. (the "Company") will be held at The Fort Worth Club, in the
City of Fort Worth, Texas on the 5th day of November, 1997, at 10:00 a.m. (local
time) for the following purposes:
1. To elect eight (8) directors to hold office until the next annual
election of directors by shareholders or until their respective
successors are duly elected and qualified;
2. To consider and act upon a proposal to amend the 1995 Omnibus Stock and
Incentive Plan for AmeriCredit Corp. (the "1995 Plan") to increase the
number of shares of the Company's common stock, par value $0.01 per share
(the "Common Stock"), reserved under the 1995 Plan from 2,000,000 shares
to 5,000,000 shares of Common Stock;
3. To ratify the appointment by the Board of Directors of Coopers & Lybrand
L.L.P. as independent public accountants for the Company for the fiscal
year ending June 30, 1998; and
4. To transact such other business as may properly come before the meeting
or any adjournments thereof.
Only shareholders of record at the close of business on September 12, 1997,
the Record Date for the Annual Meeting, are entitled to notice of and to vote at
the Annual Meeting. The stock transfer books will not be closed.
You are cordially invited to attend the meeting. Whether or not you expect
to attend the meeting in person, however, you are urged to mark, sign, date, and
mail the enclosed proxy promptly so that your shares of stock may be represented
and voted in accordance with your wishes and in order that the presence of a
quorum may be assured at the meeting. If you attend the meeting, you may revoke
your proxy and vote in person.
By Order of the Board of Directors
Chris A. Choate
SECRETARY
Dated: September 26, 1997
<PAGE>
AMERICREDIT CORP.
200 BAILEY AVENUE
FORT WORTH, TEXAS 76107
------------------------
PROXY STATEMENT
FOR
ANNUAL MEETING OF STOCKHOLDERS
TO BE HELD NOVEMBER 5, 1997
------------------------
SOLICITATION AND REVOCABILITY OF PROXIES
The accompanying proxy is solicited by the Board of Directors on behalf of
AmeriCredit Corp., a Texas corporation ("AmeriCredit" or the "Company"), to be
voted at the 1997 Annual Meeting of Shareholders of AmeriCredit (the "Annual
Meeting") to be held on November 5, 1997, at the time and place and for the
purposes set forth in the accompanying Notice of Annual Meeting of Shareholders
(the "Notice") and at any adjournment(s) thereof. WHEN PROXIES IN THE
ACCOMPANYING FORM ARE PROPERLY EXECUTED AND RECEIVED, THE SHARES REPRESENTED
THEREBY WILL BE VOTED AT THE ANNUAL MEETING IN ACCORDANCE WITH THE DIRECTIONS
NOTED THEREON; IF NO DIRECTION IS INDICATED SUCH SHARES WILL BE VOTED FOR THE
ELECTION OF DIRECTORS AND IN FAVOR OF THE OTHER PROPOSALS SET FORTH IN THE
NOTICE.
The principal executive offices of AmeriCredit are located at 200 Bailey
Avenue, Fort Worth, Texas 76107. AmeriCredit's mailing address is the same as
its principal executive offices.
This Proxy Statement and accompanying proxy are being mailed on or about
September 26, 1997. AmeriCredit's Annual Report covering the Company's fiscal
year ended June 30, 1997 is enclosed herewith, but does not form any part of the
materials for solicitation of proxies.
The enclosed proxy, even though executed and returned, may be revoked at any
time prior to the voting of the proxy by giving written notice of revocation to
the Secretary of the Company at the Company's principal executive offices or by
executing and delivering a later-dated proxy or by attending the Annual Meeting
and voting in person. However, no such revocation shall be effective until such
notice has been received by the Company at or before the Annual Meeting. Such
revocation will not affect a vote on any matters taken prior to receipt of such
revocation. Mere attendance at the Annual Meeting will not of itself revoke the
proxy.
In addition to the solicitation of proxies by use of the mail, the
directors, officers and regular employees of the Company may solicit the return
of proxies either by mail, telephone, telegraph, or through personal contact.
Such officers and employees will not be additionally compensated but will be
reimbursed for out-of-pocket expenses. AmeriCredit has also retained McCormick &
Pryor Ltd., New York, New York to assist in the solicitation of proxies from
shareholders and will pay McCormick & Pryor Ltd. a fee of approximately $5,000
for its services and will reimburse such firm for its out-of-pocket expenses.
Brokerage houses and other custodians, nominees, and fiduciaries will be
requested to forward solicitation materials to the beneficial owners. The cost
of preparing, printing, assembling, and mailing the Annual Report, the Notice,
this Proxy Statement, and the enclosed proxy, as well as the cost of forwarding
solicitation materials to the beneficial owners of shares and other costs of
solicitation, will be borne by AmeriCredit.
1
<PAGE>
PURPOSES OF THE MEETING
At the Annual Meeting, the shareholders of AmeriCredit will consider and
vote on the following matters:
1. The election of eight (8) directors to hold office until the next
annual election of directors by shareholders or until their respective
successors are duly elected and qualified;
2. A proposal to approve an amendment to the 1995 Omnibus Stock and
Incentive Plan for AmeriCredit Corp. (the "1995 Plan") to increase the
number of shares of Common Stock reserved under the 1995 Plan from 2,000,000
shares to 5,000,000 shares of Common Stock;
3. The ratification of the appointment by the Board of Directors of
Coopers & Lybrand L.L.P. as independent public accountants for the Company
for the fiscal year ending June 30, 1998; and
4. The transaction of such other business that may properly come before
the Annual Meeting or any adjournments thereof.
QUORUM AND VOTING
The record date for the determination of shareholders entitled to notice of
and to vote at the Annual Meeting was the close of business on September 12,
1997 (the "Record Date"). On the Record Date, there were 29,457,163 shares of
Common Stock of the Company, par value $0.01 per share, outstanding, each of
which is entitled to one vote on all matters to be acted upon at the Annual
Meeting. There are no cumulative voting rights. The presence, in person or by
proxy, of holders of a majority of the outstanding shares of Common Stock
entitled to vote at the meeting is necessary to constitute a quorum to transact
business. Assuming the presence of a quorum, the affirmative vote of the holders
of a plurality of the shares of Common Stock represented at the Annual Meeting
is required for the election of directors and the affirmative vote of the
holders of a majority of the shares of Common Stock voting at the Annual Meeting
is required for the approval of the amendment to the 1995 Plan and for the
ratification of the appointment by the Board of Directors of Coopers & Lybrand
L.L.P. as independent public accountants for the Company for the fiscal year
ending June 30, 1998.
Abstentions and broker non-votes are counted towards determining whether a
quorum is present. Broker non-votes will not be counted in determining the
number of shares voted for or against the proposed matters, and therefore will
not affect the outcome of the vote. Abstentions on a particular item (other than
the election of directors) will be counted as present and voting for purposes of
any item on which the abstention is noted, thus having the effect of a "no" vote
as to that proposal because each proposal (other than the election of directors)
requires the affirmative vote of a majority of the shares voting at the meeting.
With regard to the election of directors, votes may be cast in favor of or
withheld from each nominee; votes that are withheld will be excluded entirely
from the vote and will have no effect.
PRINCIPAL SHAREHOLDERS AND STOCK OWNERSHIP OF MANAGEMENT
The following table and the notes thereto set forth certain information
regarding the beneficial ownership of the Company's Common Stock as of the
Record Date, by (i) each current director and nominee for director of the
Company; (ii) each Named Executive Officer (as defined in the "Executive
Compensation--Summary Compensation Table" on page 8 of this Proxy Statement);
(iii) all present
2
<PAGE>
executive officers and directors of the Company as a group; and (iv) each other
person known to the Company to own beneficially more than five percent of the
presently outstanding Common Stock.
<TABLE>
<CAPTION>
COMMON PERCENT OF
STOCK OWNED CLASS OWNED
BENEFICIALLY(1) BENEFICIALLY(1)
--------------- ---------------
<S> <C> <C>
Regan Partners, L.P..................................................... 2,335,200(2) 7.93%
Montgomery Asset Management, L.P........................................ 1,885,000(3) 6.40%
Gardner Lewis Asset Management.......................................... 1,503,500(4) 5.10%
Clifton H. Morris, Jr................................................... 1,322,261(5) 4.31%
Michael R. Barrington................................................... 515,973(6) 1.72%
Daniel E. Berce......................................................... 698,897(7) 2.32%
Edward H. Esstman....................................................... 490,506(8) 1.64%
James H. Greer.......................................................... 220,000(9) *
Gerald W. Haddock....................................................... 80,000(10) *
Douglas K. Higgins...................................................... 80,000(11) *
Kenneth H. Jones, Jr.................................................... 276,000(12) *
Michael T. Miller....................................................... 34,576(13) *
All Present Executive Officers and Directors as a Group (12
Persons)(5)(6)(7)(8)(9)(10)(11)(12)(13)............................... 3,899,786 11.78%
</TABLE>
- ------------------------
* Less than 1%
(1) Except as otherwise indicated, the persons named in the table have sole
voting and investment power with respect to the shares of Common Stock shown
as beneficially owned by them. Beneficial ownership as reported in the above
table has been determined in accordance with Rule 13d-3 under the Securities
Exchange Act of 1934, as amended (the "Exchange Act"). The percentages are
based upon 29,457,163 shares outstanding as of the Record Date, except for
certain parties who hold options that are presently exercisable or
exercisable within 60 days of the Record Date. The percentages for those
parties who hold options that are presently exercisable or exercisable
within 60 days of the Record Date are based upon the sum of 29,457,163
shares outstanding plus the number of shares subject to options that are
presently exercisable or exercisable within 60 days of the Record Date held
by them, as indicated in the following notes.
(2) As of August 31, 1997, the Company has been informed that Regan Partners,
L.P. ("Regan Partners"), Athena Partners, L.P. ("Athena"), Basil P. Regan,
Lenore Robins and Lee R. Robins hold an aggregate of 2,335,200 shares. An
additional 116,700 shares are held by certain trusts and other investment
funds controlled by such group of persons, as to which beneficial ownership
is disclaimed. The address of Regan Partners and Basil P. Regan is 6 East
43rd Street, New York, New York 10017; the address of Athena, Lenore Robins
and Lee R. Robins is 32 East 57th Street, New York, New York 10022.
(3) As of March 31, 1997, the Company has been informed that Montgomery Asset
Management, L.P. ("Montgomery") holds an aggregate of 1,885,000 shares in
various investment funds for which Montgomery serves as investment advisor
and over which Montgomery has sole or shared voting and investment power.
The address of Montgomery is 3200 Cherry Creek Drive S., #370, Denver,
Colorado 80209.
(4) As of September 12, 1997, the Company has been informed that Gardner Lewis
Asset Management ("Gardner Lewis") holds an aggregate of 1,503,500 shares in
various investment funds for which Gardner Lewis serves as investment
advisor and over which Gardner Lewis has sole or shared voting and
investment power. The address of Gardner Lewis is 285 Wilmington-West
Chester Pike, Chadds Ford, Pennsylvania 19317.
3
<PAGE>
(5) This amount includes 1,233,999 shares subject to stock options that are
currently exercisable or exercisable within 60 days. This amount also
includes 38,136 shares of Common Stock in the name of Sheridan C. Morris,
Mr. Morris' wife.
(6) This amount includes 508,440 shares subject to stock options that are
currently exercisable or exercisable within 60 days.
(7) This amount includes 673,607 shares subject to stock options that are
currently exercisable or exercisable within 60 days.
(8) This amount includes 465,333 shares subject to stock options that are
currently exercisable or exercisable within 60 days.
(9) This amount consists of 220,000 shares subject to stock options that are
currently exercisable or exercisable within 60 days. This amount does not
include 19,606 shares of Common Stock held by Mr. Greer's wife as separate
property, as to which Mr. Greer disclaims any beneficial interest.
(10) This amount includes 70,000 shares subject to stock options that are
currently exercisable or exercisable within 60 days.
(11) This amount includes 20,000 shares subject to stock options that are
currently exercisable or exercisable within 60 days. This amount does not
include 12,000 shares held in trust for the benefit of certain family
members of Mr. Higgins, as to which Mr. Higgins disclaims any beneficial
interest.
(12) This amount includes 236,000 shares subject to stock options that are
currently exercisable or exercisable within 60 days.
(13) This amount includes 34,000 shares subject to stock options that are
currently exercisable or exercisable within 60 days.
ELECTION OF DIRECTORS
(ITEM 1)
The Company's Bylaws provide that the number of directors which shall
constitute the whole board shall be fixed from time to time by resolution of the
Board of Directors or shareholders but shall not be less than three (3) nor more
than fifteen (15). At a meeting of the Board of Directors on July 22, 1997, the
number of directors comprising the Board of Directors for the ensuing year was
set at eight (8).
Unless otherwise directed in the enclosed proxy, it is the intention of the
persons named in such proxy to nominate and to vote the shares represented by
such proxy for the election of the following named nominees for the offices of
directors of the Company to hold office until the next annual meeting of
shareholders or until their respective successors shall have been duly elected
and shall have qualified. Each of the nominees is presently a director of the
Company. Information regarding each nominee is set forth in the table and text
below:
<TABLE>
<CAPTION>
PRINCIPAL YEAR FIRST
OCCUPATION & ELECTED OFFICE(S) HELD
NOMINEE AGE BUSINESS ADDRESS DIRECTOR IN AMERICREDIT
- ------------------------------ --- ------------------------------------ ----------- -------------------------
<S> <C> <C> <C> <C>
Clifton H. Morris, Jr......... 62 Chairman of the Board 1988 Chairman of the Board and
and Chief Executive Officer Chief Executive Officer
AmeriCredit Corp.
200 Bailey Avenue
Fort Worth, TX 76107
Michael R. Barrington......... 38 Vice Chairman, President 1990 Vice Chairman, President
and Chief Operating Officer and Chief Operating
AmeriCredit Corp. Officer and Director
200 Bailey Avenue
Fort Worth, TX 76107
</TABLE>
4
<PAGE>
<TABLE>
<CAPTION>
PRINCIPAL YEAR FIRST
OCCUPATION & ELECTED OFFICE(S) HELD
NOMINEE AGE BUSINESS ADDRESS DIRECTOR IN AMERICREDIT
- ------------------------------ --- ------------------------------------ ----------- -------------------------
<S> <C> <C> <C> <C>
Daniel E. Berce............... 43 Vice Chairman and 1990 Vice Chairman and Chief
Chief Financial Officer Financial Officer and
AmeriCredit Corp. Director
200 Bailey Avenue
Fort Worth, TX 76107
Edward H. Esstman............. 56 President and Chief 1996 Executive Vice
Operating Officer President--Auto Finance
AmeriCredit Financial Division and Director
Services, Inc.
200 Bailey Avenue
Fort Worth, TX 76107
James H. Greer................ 70 Chairman of the Board 1990 Director
Shelton W. Greer Co., Inc.
3025 Maxroy Street
P.O. Box 7327
Houston, TX 77248
Gerald W. Haddock............. 49 President and Chief 1993 Director
Executive Officer
Crescent Real Estate
Equities Company
777 Main Street, Suite 2700
Fort Worth, TX 76102
Douglas K. Higgins............ 47 Private Investor 1996 Director
Higgins & Associates
101 W. Randol Mill
Suite 150
Arlington, TX 76011
Kenneth H. Jones, Jr.......... 62 Vice Chairman 1988 Director
KBK Capital Corporation
Suite 2200
301 Commerce Street
Fort Worth, TX 76102
</TABLE>
CLIFTON H. MORRIS, JR. has been Chairman of the Board and Chief Executive
Officer of the Company since May 18, 1988, and was also President of the Company
from such date until April 1991 and from April 1992 to November 1996. Mr. Morris
is also a director of Service Corporation International, a publicly held company
which owns and operates funeral homes and related businesses.
MICHAEL R. BARRINGTON has been Vice Chairman, President and Chief Operating
Officer of the Company since November 1996 and was Executive Vice President,
Chief Operating Officer of the Company from November 1994 until November 1996.
Mr. Barrington was a Vice President of the Company from May 1991 until November
1994. From its formation in July 1992 until November 1996, Mr. Barrington was
also the President and Chief Operating Officer of AmeriCredit Financial
Services, Inc. ("AFSI"), a subsidiary of the Company.
DANIEL E. BERCE has been Vice Chairman and Chief Financial Officer of the
Company since November 1996 and was Executive Vice President, Chief Financial
Officer and Treasurer for the Company
5
<PAGE>
from November 1994 until November 1996. Mr. Berce was Vice President, Chief
Financial Officer and Treasurer for the Company from May 1991 until November
1994.
EDWARD H. ESSTMAN has been President and Chief Operating Officer of AFSI
since November 1996. Mr. Esstman was Executive Vice President, Director of
Consumer Finance Operations of AFSI from November 1994 until November 1996 and
was Senior Vice President, Director of Consumer Finance of AFSI from AFSI's
formation in July 1992 until November 1994. Mr. Esstman has also been Executive
Vice President--Auto Finance Division for the Company since November 1996 and
Senior Vice President and Chief Credit Officer for the Company from November
1994 until November 1996.
JAMES H. GREER is the Chairman of the Board of Shelton W. Greer Co., Inc.
which engineers, manufactures, fabricates and installs building specialty
products, and has been such for more than five years. Mr. Greer is also a
director of Service Corporation International and Tanknology Environmental, Inc.
Tanknology Environmental, Inc. is a publicly held company engaged in the
environmental services industry.
GERALD W. HADDOCK is President and Chief Executive Officer of Crescent Real
Estate Equities Company ("Crescent"), a publicly held real estate investment
trust, and has been in such position since December 1996. From May 1994 until
December 1996, Mr. Haddock was President of Crescent. From June 1990 until
December 1993, Mr. Haddock was a partner with the Fort Worth, Texas law firm of
Jackson & Walker, L.L.P. and, from January 1994 until April 1994, was of counsel
to such firm. Mr. Haddock is also a director of ENSCO International
Incorporated, a publicly held oil and natural gas services company.
DOUGLAS K. HIGGINS is a private investor and owner of Higgins & Associates
and has been in such position since July 1994. In 1983, Mr. Higgins founded H &
M Food Systems Company, Inc., a manufacturer of meat-based products for the
foodservice industry, and was employed by such company as President until his
retirement in July 1994.
KENNETH H. JONES, JR. is Vice Chairman of KBK Capital Corporation, a
publicly held non-bank commercial finance company, and has been in such position
since January 1995. Prior to January 1995, Mr. Jones was a shareholder in the
Decker, Jones, McMackin, McClane, Hall & Bates, P.C. law firm in Fort Worth,
Texas, and was with such firm and its predecessor or otherwise involved in the
private practice of law in Fort Worth, Texas for more than five years. Mr. Jones
is also a director of Hallmark Financial Services, Inc., a publicly held company
engaged in the insurance business.
If elected as a director of the Company, each director will hold office
until next year's annual meeting of shareholders, expected to be held in
November 1998, or until his respective successor is elected and has qualified.
The Board of Directors does not contemplate that any of the above-named
nominees for director will refuse or be unable to accept election as a director
of the Company. Should any of them become unavailable for nomination or election
or refuse to be nominated or to accept election as a director of the Company,
then the persons named in the enclosed form of Proxy intend to vote the shares
represented in such Proxy for the election of such other person or persons as
may be nominated or designated by the Board of Directors.
BOARD COMMITTEES AND MEETINGS
Standing committees of the Board include the Audit Committee and the Stock
Option/Compensation Committee.
The Audit Committee's principal responsibilities consist of (i) recommending
the selection of independent auditors, (ii) reviewing the scope of the audit
conducted by such auditors, as well as the audit itself, and (iii) reviewing the
Company's internal audit activities and matters concerning financial reporting,
accounting and audit procedures, and policies generally. Members consist of
Messrs. Greer, Haddock, Higgins and Jones.
6
<PAGE>
The Stock Option/Compensation Committee (i) administers the Company's
employee stock option plans and reviews and approves the granting of stock
options and (ii) reviews and approves compensation for executive officers.
Members consist of Messrs. Greer, Haddock, Higgins and Jones.
The Board of Directors held five regularly scheduled meetings during the
fiscal year ended June 30, 1997. Various matters were also approved during the
last fiscal year by unanimous written consent of the Board of Directors. No
director attended fewer than 75% of the aggregate of (i) the total number of
meetings of the Board of Directors and (ii) the total number of meetings held by
all committees of the Board on which such director served, other than Mr.
Haddock who attended 67% of all such meetings.
DIRECTOR COMPENSATION
Members of the Board of Directors currently receive a $2,000 quarterly
retainer fee and an additional $2,000 fee for attendance at each meeting of the
Board. Members of Committees of the Board of Directors are paid $1,000 per
quarter for participation in all committee meetings held during that quarter.
At the 1990 Annual Meeting of Shareholders, the Company adopted the 1990
Stock Option Plan for Non-Employee Directors of AmeriCredit Corp. (the "1990
Director Plan"), which provides for grants to the Company's nonemployee
directors of nonqualified stock options and reserves, in the aggregate, a total
of 750,000 shares of Common Stock for issuance upon exercise of stock options
granted under such plan. Under the 1990 Director Plan, each nonemployee director
receives, upon election as a Director and thereafter on the first business day
after the date of each annual meeting of shareholders of the Company, an option
to purchase 10,000 shares of Common Stock at an exercise price equal to the fair
market value of the Common Stock on the date of grant. Each option is fully
vested upon the date of grant but may not be exercised prior to the expiration
of six months after the date of grant. On November 14, 1996, options to purchase
10,000 shares of Common Stock were granted under the 1990 Director Plan to each
of Messrs. Greer, Haddock, Higgins and Jones at an exercise price of $18.75 per
share. The exercise price for the options granted to Messrs. Greer, Haddock,
Higgins and Jones is equal to the last reported sale price of the Common Stock
on the New York Stock Exchange ("NYSE") on the day preceding the date of grant.
Each nonemployee director elected at the 1997 Annual Meeting of Shareholders
will receive an option to purchase 10,000 additional shares of Common Stock
pursuant to the 1990 Director Plan following such meeting.
COMPENSATION COMMITTEE INTERLOCKS AND INSIDER PARTICIPATION
No member of the Stock Option/Compensation Committee is or has been an
officer or employee of the Company or any of its subsidiaries or had any
relationship requiring disclosure pursuant to Item 404 of Regulation S-K
promulgated by the Securities and Exchange Commission ("SEC"). No member of the
Stock Option/Compensation Committee served on the compensation committee, or as
a director, of another corporation, one of whose directors or executive officers
served on the Stock Option/Compensation Committee or whose executive officers
served on the Company's Board of Directors.
7
<PAGE>
EXECUTIVE COMPENSATION
SUMMARY COMPENSATION TABLE
The following sets forth information concerning the compensation of the
Company's Chief Executive Officer and each of the other four most highly
compensated executive officers of the Company (the "Named Executive Officers")
for the fiscal years shown.
<TABLE>
<CAPTION>
LONG TERM
COMPENSATION AWARDS
--------------------
ANNUAL COMPENSATION SHARES OF COMMON ALL OTHER
---------------------- STOCK UNDERLYING COMPENSATION
NAME AND PRINCIPAL POSITION YEAR SALARY BONUS ($) STOCK OPTIONS (#) ($)(1)
- ------------------------------------ --------- --------- ----------- -------------------- -------------
<S> <C> <C> <C> <C> <C>
Clifton H. Morris, Jr. 1997 397,230 379,230 -- 116,771
Chairman & CEO 1996 320,921 181,764 300,000 41,771
1995 287,620 128,070 150,000 41,771
Michael R. Barrington 1997 276,704 258,704 -- 43,326
Vice Chairman, President 1996 223,832 123,506 200,000 5,758
& Chief Operating Officer 1995 201,204 73,281 162,500 5,737
Daniel E. Berce 1997 276,704 258,704 -- 44,120
Vice Chairman & 1996 223,832 123,506 200,000 6,620
Chief Financial Officer 1995 201,204 73,281 125,000 6,615
Edward H. Esstman 1997 246,473 171,355 -- 45,655
President and Chief 1996 186,758 91,385 150,000 10,305
Operating Officer--AFSI 1995 162,666 65,067 100,000 10,305
Michael T. Miller 1997 119,822 59,911 70,000 730
Senior Vice President 1996 97,500 39,000 15,000 624
and Chief Credit Officer 1995 78,750 25,594 15,000 571
</TABLE>
- ------------------------
(1) The amounts disclosed in this column for fiscal 1997 include:
(a) Company contributions made in the form of the Company's Common Stock, to
401(k) retirement plans on behalf of each executive officer as follows:
Messrs. Morris, Barrington, Berce and Esstman, $4,500; and Mr. Miller,
$550;
(b) Payment by the Company of premiums for term or whole life insurance on
behalf of each executive officers or their dependents, as follows: Mr.
Morris, $37,271; Mr. Barrington, $1,326; Mr. Berce, $2,120; Mr. Esstman,
$3,655; and Mr. Miller, $180; and
(c) Annual premium payments under split-dollar life insurance policies on
Mr. Morris, $75,000; and Messrs. Barrington, Berce and Esstman, $37,500
each.
8
<PAGE>
OPTION GRANTS IN LAST FISCAL YEAR
The following table shows all individual grants of stock options to the
Named Executive Officers of the Company during the fiscal year ended June 30,
1997.
<TABLE>
<CAPTION>
SHARES OF
COMMON STOCK % OF TOTAL GRANT DATE
UNDERLYING OPTIONS GRANTED EXERCISE PRESENT
OPTIONS GRANTED TO EMPLOYEES IN PRICE EXPIRATION VALUE
(#) FISCAL YEAR ($/SH) DATE ($)(1)
--------------- --------------- ----------- ------------ -----------
<S> <C> <C> <C> <C> <C>
Clifton H. Morris, Jr. -- -- -- -- --
Chairman & CEO
Michael R. Barrington -- -- -- -- --
Vice Chairman, President & Chief
Operating Officer
Daniel E. Berce -- -- -- -- --
Vice Chairman & Chief Financial
Officer
Edward H. Esstman -- -- -- -- --
President and Chief Operating
Officer--AFSI
Michael T. Miller 50,000(2) 4.06 17.50 10/22/2006 $ 266,500
Senior Vice President and 20,000(3) 1.62 14.50 4/22/2007 $ 88,200
Chief Credit Officer
</TABLE>
- ------------------------
(1) As suggested by the SEC's rules on executive compensation disclosure, the
Company used the Black-Scholes model of option valuation to determine grant
date pre-tax present value. The Company does not advocate or necessarily
agree that the Black-Scholes model can properly determine the value of an
option. Calculations are based on a ten year option term for all grants and
upon the following assumptions: annual dividend growth of 0 percent,
volatility of approximately 20 percent, and a risk-free rate of return based
on the published Treasury yield curve effective on the grant date. There can
be no assurance that the amounts reflected in this column will be achieved.
(2) The options granted to Mr. Miller for 50,000 shares, which expire ten years
after the date of grant, become exercisable on the earlier of (i) October
22, 2003, (ii) the next business day (the "Acceleration Date") after the
conclusion of a period of 20 consecutive trading days during which the
average of the closing prices of the Company's Common Stock for such 20 day
period is equal to or greater than $25 per share, provided that the
Acceleration Date must occur, if at all, on or before October 22, 1999, or
(iii) the occurrence of a change in control of the Company. As of the Record
Date, the Acceleration Date has occurred and these options have become
exercisable.
(3) The options granted to Mr. Miller for 20,000 shares, which expire ten years
after the date of grant, become exercisable 20% on the date of grant and in
20% increments thereafter on the anniversary of the grant date.
9
<PAGE>
AGGREGATED OPTION EXERCISES IN LAST FISCAL YEAR
AND FY-END OPTION VALUES
Shown below is information with respect to the Named Executive Officers
regarding option exercises during the fiscal year ended June 30, 1997, and the
value of unexercised options held as of June 30, 1997.
<TABLE>
<CAPTION>
SHARES OF COMMON
STOCK UNDERLYING VALUE OF UNEXERCISED
UNEXERCISED IN-THE-MONEY
OPTIONS AT OPTIONS AT
FY-END FY-END
SHARES (#)(2) ($)(2)
ACQUIRED ON ----------------- -------------------------
EXERCISE VALUE REALIZED EXERCISABLE/ EXERCISABLE/
(#) ($)(1) UNEXERCISABLE UNEXERCISABLE
----------- -------------- ----------------- -------------------------
<S> <C> <C> <C> <C>
Clifton H. Morris, Jr. -0- N/A 883,999/350,000 $ 14,215,276/$2,406,250
Chairman & CEO
Michael R. Barrington 90,167 $ 1,268,882 358,440/200,000 $ 4,744,430/$1,000,000
Vice Chairman, President & Chief
Operating Officer
Daniel E. Berce 25,000 $ 367,575 473,607/200,000 $ 6,701,415/$1,000,000
Vice Chairman & Chief Financial
Officer
Edward H. Esstman 19,000 $ 370,500 295,333/170,000 $ 4,461,568/$1,092,500
President and Chief Operating
Officer--AFSI
Michael T. Miller 13,500 $ 170,400 10,000/88,500 $ 65,000/$518,775
Senior Vice President and Chief
Credit Officer
</TABLE>
- ------------------------
(1) The "value realized" represents the difference between the exercise price of
the option shares and the market price of the option shares on the date the
options were exercised. The value realized was determined without
considering any taxes which may have been owed.
(2) Values stated are pre-tax, net of cost and are based upon the closing price
of $21.00 per share of the Company's Common Stock on the NYSE on June 30,
1997, the last trading day of the fiscal year.
10
<PAGE>
REPORT OF THE COMPENSATION COMMITTEE ON EXECUTIVE COMPENSATION
The Stock Option/Compensation Committee of the Board of Directors (the
"Committee") is composed of Messrs. Haddock, Greer, Higgins and Jones. The
Committee is responsible for all elements of the total compensation program for
executive officers and senior management personnel of the Company, including
stock option grants and the administration of other incentive programs.
GENERAL
The objectives of the Company's compensation strategy have remained constant
since fiscal 1994 and are as follows: (i) to attract and retain the best
possible executive talent, (ii) to motivate its executives to achieve the
Company's goals, (iii) to link executive and shareholder interest through
compensation plans that provide opportunities for management to become
substantial shareholders in the Company, and (iv) to provide a compensation
package that appropriately recognizes both individual and corporate
contributions.
The Company's compensation strategy was initially developed in fiscal 1994
with the assistance of independent compensation consultants and was reevaluated
in fiscal 1996 by another independent compensation consultant. Inasmuch as the
Committee continues to generally follow the strategies developed in prior
periods in conjunction with the outside consultants, the Committee did not
consider a similar reevaluation of the Company's compensation practices by
compensation consultants to be necessary in fiscal 1997.
None of the companies evaluated from time to time by the Committee or the
Company's consultants in setting compensation levels are included in the S&P
Financial Index contained in the Performance Graph on page 15 of this Proxy
Statement. The companies comprising the S&P Financial Index include banks,
insurance companies, savings and loans and other diversified financial
companies, most of which have substantially more assets than the Company.
COMPONENTS OF COMPENSATION OF EXECUTIVE OFFICERS.
Compensation paid to the Company's executive officers in fiscal 1997, the
separate elements of which are discussed below, consisted of the following: base
salary, annual bonus for fiscal 1997 and, in the case of Mr. Miller, stock
options granted under the Company's stock option plans.
BASE SALARY
Employment agreements have been entered into between the Company and Messrs.
Morris, Barrington, Berce, Esstman and Miller. All of these employment
agreements, which are described in greater detail elsewhere in this Proxy
Statement, provide for certain minimum annual base salary with salary increases,
bonuses and other incentive awards to be made at the discretion of this
Committee.
The Committee has previously stated that its objective is to establish base
salary levels at approximately the 75th percentile of similar financial services
companies. In fiscal 1997, the Committee considered it appropriate to broaden
its review and also evaluated the Company's base salary levels in relation to
other similarly sized companies headquartered in the Dallas/Fort Worth region.
In the Committee's opinion, this expanded review was appropriate as a result of
the Company's rapid growth and financial success and the recent financial and
operating difficulties experienced by several other companies engaged in
businesses similar to the Company. The objective of this expanded review was to
ascertain executive compensation levels at companies situated in the same region
as the Company who might compete for the Company's executive talent. All of the
companies evaluated by the Committee had a market capitalization of between $200
million and $1 billion and, accordingly, were similar in size to the Company.
Based on the review described in the preceding paragraph, on April 22, 1997,
the Committee authorized a base salary increase of $150,000 for Mr. Morris,
$107,000 for Messrs. Barrington and Berce
11
<PAGE>
and $89,000 for Mr. Esstman. These increases align the Company's executive
compensation with the companies reviewed. The increases were also considered
appropriate in light of the growth and financial success of the Company, as
reflected in the following factors considered by the Committee as of March 31,
1997 as compared to March 31, 1996: revenue increased 77%, net income increased
94%, loan originations increased 108%, managed receivables increased 120%,
$1.005 billion in new capital was raised and the mortgage division was acquired
in November 1996. The compensation increases were designed to recognize the
Company's financial achievements and to serve to motivate the executives in
future periods through a compensation system that clearly rewards financial
success.
ANNUAL INCENTIVE
The purpose of annual incentive bonus awards is to encourage executive
officers and key management personnel to exercise their best efforts and
management skills toward achieving the Company's predetermined objectives. In
fiscal 1997, the CEO and the other Named Executive Officers received annual
incentive awards equal to between 50% and 100% of their base salary. As
originally adopted by the Committee prior to fiscal 1997, the annual incentive
plan provided Messrs. Morris, Barrington, Berce and Esstman with a maximum bonus
opportunity of between 50% and 60% of base salary in the event the Company
acheived predetermined earnings per share for fiscal 1997. Because the Company
achieved earnings that were substantially higher than the maximum bonus target,
the Committee considered it appropriate to amend the 1997 incentive plan so as
to provide Messrs. Morris, Barrington and Berce with bonuses equal to 100% of
base salary and Mr. Esstman with a bonus equal to 75% of base salary. These
increased bonus awards were appropriate in light of the Company's superior
financial and operating performance in fiscal 1997 that substantially exceeded
the Committee's expectations and objectives.
For fiscal 1998, the Committee has approved an incentive plan similar to the
plan in effect for fiscal 1997 (as such 1997 plan was amended to provide for the
higher bonus opportunities), including the establishment of earnings targets and
award levels associated with the Company's success in meeting those targets.
LONG-TERM INCENTIVE
The Company's long-term incentive plan has historically been comprised of
awards of non-qualified stock options designed to promote the identity of
long-term interests between the Company's executives and its shareholders and to
assist in the retention of key executives and management personnel. Since the
full benefit of stock option compensation cannot be realized unless stock
appreciation occurs over a number of years, stock option grants are designed to
provide an incentive to create shareholder value over a sustained period of
time.
The Committee met in April 1997 to consider authorizing stock option grants
to Messrs. Morris, Barrington, Berce and Esstman. At that time, a decision was
made by the Committee to not grant stock options in fiscal 1997 to such
executive officers based on the following factors: (i) the increases in base
salary and bonus opportunity authorized in April 1997 were intended to motivate
these officers to achieve the Company's financial and operating objectives; and
(ii) as of April 1997, the per share price of the Company's common stock had yet
to reach the $25 target price required for vesting of the option grants made to
these executive officers in fiscal 1996. In October 1996, in order to provide an
incentive to Mr. Miller similar to that provided to the other Named Executive
Officers, the Committee considered it appropriate to make an option grant to Mr.
Miller for 50,000 shares that becomes exercisable in full when the Company's
common stock sustains a target price of $25 per share.
As of September 4, 1997, following the conclusion of the Company's fiscal
year, the options described in the preceding paragraph became fully vested as a
result of the target price of $25 per share being sustained for the required
time period.
12
<PAGE>
OTHER COMPENSATION PLANS
The Company maintains certain broad-based employee benefit plans in which
executive officers are permitted to participate on the same terms as
non-executive personnel who meet applicable eligibility criteria, subject to any
legal limitations on the amounts that may be contributed or the benefits that
may be payable under the plans.
In addition, the Committee has previously approved a split-dollar life
insurance program for Messrs. Morris, Barrington, Berce and Esstman. Under this
program, the Company advances annual premiums for life insurance policies on
these officers, subject to the right of the Company to recover certain amounts
in the event of the officer's death or termination of employment. As adopted by
the Committee, the annual premiums will not exceed $75,000 in the case of Mr.
Morris and $37,500 in the case of Messrs. Barrington, Berce and Esstman.
FISCAL 1997 COMPENSATION OF CEO
The Committee's general approach in setting Mr. Morris' target annual
compensation is to seek to be competitive with financial services companies
similar to the Company and with other similarly-sized companies located within
the Dallas-Fort Worth area, but to have a large percentage of his target
compensation based upon objective long-term criteria. During fiscal 1997, Mr.
Morris received $379,230 in base salary. As noted above, Mr. Morris' base salary
was increased on April 22 to $500,000. Following the increase, the Committee
believes that Mr. Morris' base salary is aligned with base salaries paid to the
top executive officer at similarly-sized financial services companies and at the
companies reviewed by the Committee located within the Dallas-Fort Worth area.
The salary amount shown for Mr. Morris in the "Executive Compensation--Summary
Compensation Table" on page 8 of this Proxy Statement includes director fees in
addition to his base salary.
Mr. Morris also received a cash bonus under the 1997 incentive plan equal to
100% of his base salary. As originally adopted by the Committee prior to fiscal
1997, the 1997 incentive plan provided for Mr. Morris to receive a maximum cash
bonus equal to 60% of his base salary in the event the Company achieved
predetermined earnings per share targets. As discussed above, because the
Company's earnings per share were substantially higher than the maximum bonus
opportunity, the Committee considered it appropriate to amend the 1997 incentive
plan to provide Mr. Morris with a bonus opportunity equal to 100% of his base
salary. This increased bonus award was an appropriate reward in light of the
Company's superior financial and operating performance in fiscal 1997 that
substantially exceeded the Committee's expectations and objectives.
As discussed above, the Committee did not grant any stock options or other
long-term incentive awards to Mr. Morris in fiscal 1997.
GERALD W. HADDOCK
JAMES H. GREER
DOUGLAS K. HIGGINS
KENNETH H. JONES, JR.
Notwithstanding anything to the contrary set forth in any of the Company's
previous filings under the Securities Act of 1933 or the Securities Exchange Act
of 1934 that might incorporate future filings, including this Proxy Statement,
in whole or in part, the preceding report and the Performance Graph on Page 15
shall not be incorporated by reference into any such filings.
EMPLOYMENT CONTRACTS, TERMINATION OF EMPLOYMENT AND CHANGE-IN CONTROL
ARRANGEMENTS
The Company has entered into employment agreements with all of its Named
Executive Officers. Messrs. Clifton H. Morris, Jr., Michael R. Barrington and
Daniel E. Berce entered into employment agreements with the Company during
fiscal 1991. These agreements, as amended, contain terms that
13
<PAGE>
renew annually for successive five year periods (ten years in the case of Mr.
Morris), and the compensation thereunder is determined annually by the Company's
Board of Directors, subject to minimum annual compensation for Messrs. Morris,
Barrington and Berce of $500,000, $345,000 and $345,000, respectively. Included
in each agreement is a covenant of the employee not to compete with the Company
during the term of his employment and for a period of three years thereafter.
The employment agreements also provide that if the employee is terminated by the
Company other than for cause, the Company will pay to the employee the remainder
of his current year's salary (undiscounted) plus the discounted present value
(employing an interest rate of 8%) of two additional years' salary. In the event
the employee resigns or is terminated other than for cause within twelve months
after a "change in control" of the Company (as that term is defined in the
employment agreements), the employee will be entitled to earned and vested
bonuses at the date of termination plus the remainder of his current year's
salary (undiscounted) plus the present value (employing an interest rate of 8%)
of two additional years' salary (for which purpose "salary" includes the annual
rate of compensation immediately prior to the "change in control" plus the
average annual cash bonus for the immediately preceding three year period).
Mr. Edward H. Esstman entered into an employment agreement with the Company
in October 1996 (which agreement replaced a prior employment agreement with Mr.
Esstman). Mr. Esstman's agreement, as amended, contains terms substantially
identical to those contained in the agreements for Messrs. Barrington and Berce
and provides for minimum annual compensation of $300,000.
Mr. Michael T. Miller entered into an employment agreement with the Company
in July 1997 (which agreement replaced a prior employment agreement with Mr.
Miller). Mr. Miller's employment agreement contains a term that renews annually
for successive three year periods and provides for minimum annual compensation
of $165,000. Included in Mr. Miller's agreement is a covenant not to compete
with the Company during the term of his employment and for a period of one year
thereafter. In the event Mr. Miller is terminated by the Company other than for
cause, the Company is obligated to pay him an amount equal to one year's salary
(undiscounted). Mr. Miller's agreement contains "change in control" provisions
similar to those contained in the employment agreements with the other Named
Executive Officers.
In addition to the employment agreements described above, the terms of all
stock options granted to the Named Executive Officers provide that such options
will become immediately vested and exercisable upon the occurrence of a change
in control as defined in the stock option agreements evidencing such grants.
The provisions and terms contained in these employment and option agreements
could have the effect of increasing the cost of a change in control of the
Company and thereby delay or hinder such a change in control.
PERFORMANCE GRAPH
The following graph presents cumulative shareholder return on the Company's
Common Stock for the five years ended June 30, 1997. The Company is compared to
the S&P 500 and the S&P Financial Index. Each Index assumes $100 invested at the
beginning of the measurement period and is calculated assuming quarterly
reinvestment of dividends and quarterly weighting by market capitalization.
14
<PAGE>
The data source for the graph is Media General Financial Services, Inc., an
authorized licensee of S&P.
COMPARISON OF CUMULATIVE SHAREHOLDER RETURN 1992-1997
EDGAR REPRESENTATION OF DATA POINTS USED IN PRINTED GRAPHIC
<TABLE>
<CAPTION>
AMERICREDIT CORP. S&P 500 S&P FINANCIALS
<S> <C> <C> <C>
Jun-92 $100.00 $100.00 $100.00
Jun-93 $181.82 $113.65 $129.87
Jun-94 $213.64 $115.25 $130.61
Jun-95 $404.55 $146.30 $157.51
Jun-96 $558.18 $183.08 $223.51
Jun-97 $763.64 $246.61 $339.76
</TABLE>
<TABLE>
<CAPTION>
JUNE 1992 JUNE 1993 JUNE 1994 JUNE 1995 JUNE 1996 JUNE 1997
----------- ----------- ----------- ----------- ----------- -----------
<S> <C> <C> <C> <C> <C> <C>
AmeriCredit $ 100.00 $ 181.82 $ 213.64 $ 404.55 $ 568.18 $ 763.64
S&P 500 $ 100.00 $ 113.65 $ 115.25 $ 145.30 $ 183.08 $ 246.61
S&P Financials $ 100.00 $ 129.87 $ 130.61 $ 157.51 $ 223.51 $ 339.76
</TABLE>
SECTION 16(a) BENEFICIAL OWNERSHIP REPORTING COMPLIANCE
The Company's executive officers and directors are required to file under
the Securities Exchange Act of 1934, as amended, reports of ownership and
changes of ownership with the SEC. Based solely upon information provided to the
Company by individual directors and executive officers, the Company believes
that during the fiscal year ended June 30, 1997, all filing requirements
applicable to its executive officers and directors were met.
THE BOARD OF DIRECTORS UNANIMOUSLY RECOMMENDS A VOTE "FOR" THE ELECTION OF
EACH OF THE INDIVIDUALS NOMINATED FOR ELECTION AS A DIRECTOR.
PROPOSAL TO AMEND THE 1995 OMNIBUS STOCK AND
INCENTIVE PLAN FOR AMERICREDIT CORP.
(ITEM 2)
For several years, the Company has utilized stock options as a key part of
its overall compensation strategy for key employees. As of June 30, 1997, stock
options granted under the Company's 1995 Omnibus Stock and Incentive Plan (the
"1995 Plan") were held by 142 different officers and key employees of the
Company. It has been the Company's practice to make annual stock option grants
to most officers and key employees, including the employees who manage the
Company's branch lending offices.
On July 22, 1997, the Board of Directors amended the 1995 Plan to increase
the number of shares of Common Stock reserved under the 1995 Plan from 2,000,000
shares to 5,000,000 shares (the "Amendment"). The Amendment was effective July
22, 1997 but is subject to shareholder approval. The Board
15
<PAGE>
increased the number of shares available under the 1995 Plan because almost all
of the shares originally available were covered by outstanding grants under the
1995 Plan. If approved by shareholders at the Annual Meeting, the first sentence
of Section 3 of the 1995 Plan will be amended to provide as follows:
"As of the Effective Date, Five Million (5,000,000) Shares
shall automatically, and without further action, become Available
Shares."
The remaining language of Section 3 will not be changed and the only effect
of the Amendment will be to increase the number of shares of Common Stock
authorized and available for issuance under the terms of the 1995 Plan.
The Amendment is necessary in order to cover future grants of stock options
and other awards made to officers and key employees. The Amendment will enable
the Company to continue the purposes of the 1995 Plan by providing additional
incentives to attract and retain qualified and competent employees, including
branch office managers. This would be in keeping with the Company's overall
compensation philosophy, which attempts to place equity in the hands of Company
employees in an effort to further instill shareholder considerations and values
in the actions of such officers and employees.
In July 1997, the Stock Option/Compensation Committee of the Board of
Directors authorized, subject to shareholder approval of the Amendment, stock
option grants to 45 employees of the Company, including certain non-executive
officers of the Company as described below:
<TABLE>
<CAPTION>
1995 PLAN
--------------------------------------
DOLLAR VALUE
($)(1) NUMBER OF UNITS (#)
----------------- -------------------
<S> <C> <C>
Named Executive Officers....................................... 0 0
Executive Group................................................ 0 0
Non-Executive Director Group................................... 0 0
Non-Executive Officer Employee Group........................... $ 1,158,500 170,000
</TABLE>
- ------------------------
(1) As determined using the Black-Scholes model of option valuation to determine
grant date pre-tax present value. See "Option Grants in Last Fiscal Year"
table on page 9 of this Proxy Statement for description of assumptions used
in calculation.
Since it is the Company's practice, discussed above, to grant stock options
from time to time to a large number of officers, key employees and managers,
other than as set forth in the preceding table, it is not possible at this time
to indicate the number, names or positions of employees who will receive future
stock options or other awards or the number of shares of Common Stock for which
future stock options or other awards will be granted to any employee under the
1995 Plan.
The primary provisions of the 1995 Plan are described in Appendix A to this
Proxy Statement. A copy of the 1995 Plan was contained in the Company's Proxy
Statement for the 1995 Annual Meeting of Shareholders and has been filed by the
Company with the SEC. Any shareholder desiring a complete copy of the 1995 Plan
may obtain it by writing to AmeriCredit Corp., 200 Bailey Avenue, Fort Worth,
Texas 76107, Attention: Corporate Secretary.
The Company intends to register the three million additional shares of
Common Stock issuable under the Amendment under the Securities Act, assuming
shareholders approve the proposal to increase the number of shares. Shares
purchased pursuant to the 1995 Plan after the effective date of such
registration could immediately be sold on the open market subject, in the case
of affiliates (as defined in Rule 144 under the Securities Act), to compliance
with the provisions of Rule 144 other than the holding requirement.
Approval of the Amendment to the 1995 Plan by shareholders of the Company is
required by the rules of the New York Stock Exchange and by the terms of the
1995 Plan itself. The proposal to approve the Amendment to the 1995 Plan
requires approval by the holders of a majority of the outstanding shares of
Common Stock represented at the Annual Meeting of Shareholders.
16
<PAGE>
On September 22, 1997, the closing price of the Company's Common Stock on
the New York Stock Exchange was $27.6875.
THE BOARD OF DIRECTORS UNANIMOUSLY RECOMMENDS A VOTE "FOR" THE AMENDMENT TO
THE 1995 OMNIBUS STOCK AND INCENTIVE PLAN FOR AMERICREDIT CORP.
RATIFICATION OF SELECTION OF INDEPENDENT PUBLIC ACCOUNTANTS
(ITEM 3)
The Board of Directors has selected Coopers & Lybrand L.L.P. as independent
public accountants for the Company to audit its consolidated financial
statements for the fiscal year ending June 30, 1998, and has determined that it
would be desirable to request that the shareholders ratify such selection. The
affirmative vote of a majority of the outstanding shares of Common Stock voting
at the Annual Meeting in person or by proxy is necessary for the ratification of
the appointment by the Board of Directors of Coopers & Lybrand L.L.P. as
independent public accountants. Coopers & Lybrand L.L.P. served as the Company's
independent public accountants for the fiscal year ended June 30, 1997 and has
reported on the Company's consolidated financial statements for such year.
Representatives of Coopers & Lybrand L.L.P. are expected to be present at the
Annual Meeting and will be available to respond to appropriate questions from
shareholders.
While shareholder ratification is not required for the selection of Coopers
& Lybrand L.L.P., since the Board of Directors has the responsibility for
selecting the Company's independent public accountants, the selection is being
submitted for ratification at the Annual Meeting with a view towards soliciting
the shareholders' opinions, which the Board of Directors will take into
consideration in future deliberations.
THE BOARD OF DIRECTORS RECOMMENDS A VOTE "FOR" THE RATIFICATION OF COOPERS &
LYBRAND L.L.P. AS INDEPENDENT PUBLIC ACCOUNTANTS OF THE COMPANY FOR THE FISCAL
YEAR ENDING JUNE 30, 1998.
OTHER BUSINESS
(ITEM 4)
The Board knows of no other business to be brought before the Annual
Meeting. If, however, any other business should properly come before the Annual
Meeting, the persons named in the accompanying proxy will vote the proxy as in
their discretion they may deem appropriate, unless they are directed by the
proxy to do otherwise.
Any proposal to be presented by a shareholder at the Company's 1998 Annual
Meeting of Shareholders must be presented to the Company at least 120 days prior
to the date that the Company mails the notice of such meeting. It is estimated
that such deadline will be May 30, 1998, with the mailing of such notice to be
approximately September 25, 1998.
BY ORDER OF THE BOARD OF DIRECTORS
CHRIS A. CHOATE
SECRETARY
September 26, 1997
Fort Worth, Texas
IT IS IMPORTANT THAT PROXIES BE RETURNED PROMPTLY. SHAREHOLDERS WHO DO NOT
EXPECT TO ATTEND THE MEETING AND WISH THEIR STOCK TO BE VOTED ARE URGED TO DATE,
SIGN AND RETURN THE ACCOMPANYING PROXY IN THE ENCLOSED SELF-ADDRESSED ENVELOPE.
NO POSTAGE IS REQUIRED IF MAILED IN THE UNITED STATES.
17
<PAGE>
APPENDIX A
DESCRIPTION OF 1995 OMNIBUS STOCK AND INCENTIVE PLAN
FOR
AMERICREDIT CORP.
GENERAL
The 1995 Omnibus Stock and Incentive Plan for AmeriCredit Corp. (the "1995
Plan") was approved by the Stock Option/Compensation Committee of the Board of
Directors on April 24, 1995; in July 1995, the Board of Directors ratified the
action of the Committee and directed that the 1995 Plan be submitted to the
shareholders of the Company for approval and adoption. The 1995 Plan was
approved by the shareholders of the Company on November 14, 1995 at the Annual
Meeting of Shareholders.
On July 22, 1997, the Board of Directors amended the 1995 Plan to increase
the number of shares of Common Stock reserved under the 1995 Plan from 2,000,000
shares to 5,000,000 shares (the "Amendment"). The Amendment was effective July
22, 1997 but is subject to shareholder approval. If approved by shareholders at
the 1997 Annual Meeting, the first sentence of Section 3 of the 1995 Plan will
be amended to provide as follows:
"As of the Effective Date, Five Million (5,000,000) Shares shall
automatically, and without further action, become Available Shares."
The remaining language of Section 3 will not be changed and the only effect
of the Amendment will be to increase the number of shares of Common Stock
authorized and available for issuance under the terms of the 1995 Plan.
The 1995 Plan provides for the granting of stock options and other stock and
cash awards in order to facilitate the attraction, retention and motivation of
key employees, as well as enabling such employees to participate in the
long-term growth and financial success of the Company.
SHARES RESERVED UNDER THE 1995 PLAN
If the Amendment is approved by shareholders, the number of shares of Common
Stock that may be issued or awarded under the 1995 Plan shall not exceed five
million, subject to adjustment in the event of stock dividends, stock splits,
combination of shares, recapitalizations or other changes in the outstanding
Common Stock. The shares issuable under the 1995 Plan may be drawn from either
authorized but previously unissued shares of Common Stock or from reacquired
shares of Common Stock, including shares purchased by the Company on the open
market and held as treasury shares.
ADMINISTRATION OF THE 1995 PLAN
The 1995 Plan is required to be administered by a committee designated by
the Board of Directors and comprised of at least three directors, each of whom
is a "disinterested person" within the meaning of Rule 16b-3 under the Exchange
Act. Currently, the Stock Option/Compensation Committee serves as administrator
of the 1995 Plan. The Committee shall have, among other powers, the power to
interpret, waive, amend, establish or suspend rules and regulations of the 1995
Plan in its administration of such Plan. The Committee shall have the sole
discretion to determine the number or amount of shares, units, cash or other
rights or awards, the nature and types of which are described below, to be
granted to any participant.
GRANTS UNDER THE 1995 PLAN
STOCK OPTIONS. The Committee may grant options qualifying as incentive
stock options under the Internal Revenue Code of 1986 and/or nonqualified stock
options. The term, exercisability and other provisions of an option shall be
fixed by the Committee. The option price shall be any price determined by
18
<PAGE>
the Committee except that, in the case of an incentive stock option, the price
shall not be less than the fair market value of the Company's Common Stock on
the date of grant. The only type of award made under the 1995 Plan since its
adoption has been nonqualifed stock options.
RESTRICTED SHARE AWARDS. The Committee may also award shares of the
Company's Common Stock under a Restricted Share Award. The Committee shall fix
the restrictions and the restriction period applicable to each Restricted Share
Award; provided, however, that the restriction period shall not exceed 10 years
from the date of grant. The recipient of a Restricted Share Award will be unable
to dispose of the shares prior to the expiration of the restriction period.
During this period, the recipient will be entitled to vote the shares and
receive any regular cash dividends on such shares. Each stock certificate
representing a Restricted Share Award will be required to bear a legend giving
notice of the restrictions in the grant. Since its adoption in 1995, no
Restricted Share Awards have been made under the 1995 Plan.
PERFORMANCE AWARDS. The Committee may grant Performance Awards under which
payment may be made in shares of the Company's Common Stock (including
restricted shares), a combination of shares and cash or cash if the performance
of the Company meets certain goals established by the Committee during an award
period. The Committee, in its discretion, will determine the performance goals,
the length of an award period, and the manner and medium of payment of each
Performance Award. In order to receive payment, a grantee must remain in the
employ of the Company until the completion of the award period, except that the
Committee may provide complete or partial exceptions to that requirement as it
deems equitable. Since its adoption in 1995, no Performance Awards have been
made under the 1995 Plan.
STOCK APPRECIATION RIGHTS AND LIMITED STOCK APPRECIATION RIGHTS. The
Committee may grant stock appreciation rights ("SARs") and limited stock
appreciation rights ("LSARs") either singly or in combination with an underlying
stock option or Performance Award under the 1995 Plan. The term, exercisability
and other provisions of an SAR or LSAR may be fixed by the Committee. SARs
entitle the grantee to receipt of the same economic value that would have been
derived from exercise of an option. LSARs are similar to SARs but become
exercisable only upon a tender offer or exchange offer for at least 30% of the
outstanding shares of the Company's Common Stock. Payment of an SAR or LSAR may
be made in cash, in shares or a combination of both at the discretion of the
Committee. If an SAR or LSAR granted in combination with an underlying stock
option is exercised, the right under the underlying option to purchase shares
would terminate. Since its adoption in 1995, no SARs or LSARs have been awarded
under the 1995 Plan.
Each award under the 1995 Plan must be evidenced by an award agreement that
will be delivered to the participant specifying the terms and conditions of the
award and any rules applicable to such award.
Upon a change in control as defined in, and subject to certain limitations
under, the 1995 Plan, all outstanding awards will vest, become immediately
exercisable or payable or have all restrictions lifted as may apply to the type
of award granted. Awards are nontransferable; however, if so provided in an
award agreement, an award may be transferred, without payment of consideration,
to immediate family members, or to partnerships whose partners are such family
members or, except as prohibited by Rule 16b-3 under the Exchange Act, to a
person or other entity for which the grantee is entitled to a deduction for a
"charitable contribution" under the Internal Revenue Code of 1986.
ELIGIBLE PARTICIPANTS
Under the 1995 Plan, and as designated by the Committee, any employee of the
Company or the Company's affiliates who is not a member of the Committee may
participate in the 1995 Plan and receive award(s) thereunder. Currently, all of
the Company's employees (approximately 950 persons) are eligible to participate
in the 1995 Plan.
19
<PAGE>
FEDERAL INCOME TAX CONSEQUENCES
STOCK OPTIONS. The grant of an incentive stock option or a nonqualified
stock option will not result in income for the grantee or in a deduction for the
Company. The exercise of a nonqualified stock option will result in ordinary
income for the grantee and a deduction for the Company measured by the
difference between the option price and the fair market value of the shares
received at the time of exercise. Income tax withholding will be required.
The exercise of an incentive stock option will not result in income for the
grantee if the grantee (i) does not dispose of the shares within two years after
the date of grant or one year after the transfer of shares upon exercise and
(ii) is an employee of the Company or a subsidiary of the Company from the date
of grant until three months before the exercise date. If these requirements are
met, the basis of the shares upon later disposition will be the option price.
Any gain will be taxed to the employee as long term capital gain and the Company
would not be entitled to a deduction. The excess of the market value on the
exercise date over the option price is an item of tax preference, potentially
subject to the alternative minimum tax.
If the grantee disposes of the shares prior to the expiration of either of
the holding periods, the grantee will recognize ordinary income and the Company
will be entitled to a deduction equal to the lesser of the fair market value of
the shares on the exercise date minus the option price or the amount realized on
disposition minus the option price. Any gain in excess of the ordinary income
portion will be taxable as long-term or short-term capital gain.
RESTRICTED SHARE AWARDS. The grant of Restricted Shares should not result
in income for the grantee or in a deduction for the Company for federal income
tax purposes, assuming the shares transferred are subject to restrictions
resulting in a "substantial risk of forfeiture." If there are not such
restrictions, the grantee will recognize ordinary income upon receipt of the
shares. Dividends paid to the grantee while the stock remained subject to
restriction will be treated as compensation for federal income tax purposes. At
the time the restrictions lapse, the grantee will receive ordinary income and
the Company will be entitled to a deduction measured by the fair market value of
the shares at the time of lapse. Income tax withholding will be required.
SARS, LSARS AND PERFORMANCE AWARDS. The grant of an SAR, LSAR or a
Performance Award will not result in income for the grantee or in a deduction
for the Company. Upon the exercise of an SAR or LSAR or the receipt of shares or
cash under a Performance Award, the grantee will recognize ordinary income and
the Company will be entitled to a deduction measured by the fair market value of
the shares plus any cash received. Income tax withholding will be required.
OTHER INFORMATION
The 1995 Plan was effective April 24, 1995 and will terminate on April 24,
2005, unless terminated earlier by the Board of Directors or extended by the
Board with the approval of the shareholders. The Amendment will not extend or
otherwise affect the term of the 1995 Plan. The Board or the Committee may amend
the 1995 Plan as it deems advisable; provided, however, that shareholder
approval must be obtained for any amendment increasing the number of available
shares under the plan or changing the class of eligible participants, permit the
granting of awards which expire more than ten years after the grant date, or
extend the termination date of the 1995 Plan.
Employees who will participate in the 1995 Plan in the future and the
amounts of award(s) to such employees are to be determined by the Committee
subject to any restrictions outlined above. Accordingly, it is not possible to
state the terms of any individual options or awards that may be issued under the
1995 Plan or the names or positions of or respective amounts of the allotment to
any individuals who may participate.
20
<PAGE>
AMERICREDIT CORP.
200 BAILEY AVENUE
FORT WORTH, TEXAS 76107
THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS
The undersigned hereby appoints Clifton H. Morris, Jr., Michael R.
Barrington and Daniel E. Berce, and each of them, as proxies, each with the
power to appoint his substitute, and hereby authorizes them to represent and
vote, as designated on the reverse side, all of the shares of the common
stock of AmeriCredit Corp. (the "Company"), held of record by the undersigned
on September 12, 1997, at the Annual Meeting of Shareholders of the Company
to be held on November 5, 1997, and any adjournments thereof.
THIS PROXY, WHEN PROPERLY EXECUTED AND DATED, WILL BE VOTED IN THE MANNER
DIRECTED HEREIN BY THE UNDERSIGNED SHAREHOLDER(S). IF NO DIRECTION IS MADE,
THIS PROXY WILL BE VOTED "FOR" THE ELECTION OF THE NOMINEES UNDER PROPOSAL 1,
"FOR" PROPOSAL 2, "FOR" PROPOSAL 3, AND THE PROXIES WILL USE THEIR DISCRETION
WITH RESPECT TO ANY MATTERS REFERRED TO IN PROPOSAL 4.
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FOLD AND DETACH HERE
<PAGE>
Please mark
your votes as /X/
indicated in
this example
1. Proposal to elect as Directors of the Company the following persons to
hold office until the next annual election of Directors by the shareholders
or until their successors have been duly elected and have qualified.
FOR all nominees listed below / / WITHHOLD AUTHORITY to vote for / /
all nominees listed below
Nominees: Clifton H. Morris, Jr., Michael R. Barrington, Daniel E. Berce,
Edward H. Eastman, Gerald W. Haddock, Douglas K. Higgins,
James H. Greer, Kenneth H. Jones, Jr.
(INSTRUCTIONS: To withhold authority to vote for any individual nominee,
write that nominee's name in the space provided below.)
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2. Proposal to amend the 1995 Omnibus Stock and incentive Plan for
AmeriCredit Corp.
FOR AGAINST ABSTAIN
/ / / / / /
3. Proposal to ratify the appointment of Coopers & Lybrand as accountants for
the fiscal year ending June 30, 1998.
FOR AGAINST ABSTAIN
/ / / / / /
4. In their discretion, the proxies are authorized to vote upon such other
business as may properly come before the meeting.
(Please sign exactly as name appears
hereon. Proxies should be dated when
signed. When shares are held by joint
tenants, both should sign. When signing as
attorney, as executor, administrator,
trustee or guardian, please give full
title as such. Only authorized officers
should sign for a corporation. If shares
are registered in more than one name, each
joint owner should sign.)
Dated: , 1997
---------------------------
----------------------------------------
Signature
----------------------------------------
Signature if held jointly
PLEASE MARK, SIGN, DATE AND RETURN THIS PROXY PROMPTLY USING THE ENCLOSED
ENVELOPE.
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FOLD AND DETACH HERE
