<PAGE>
As filed with the Securities and Exchange Commission on May 8, 1998
Registration No. 333-_____
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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM S-3
REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933
AMERICREDIT CORP.
(Exact name of registrant as specified in its charter)
TEXAS 75-2291093
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification Number)
200 BAILEY AVENUE, FORT WORTH, TEXAS 76107
(817) 332-7000
(Address, including zip code, and telephone number, including area code,
of registrant's principal executive officers)
DANIEL E. BERCE COPY TO:
CHIEF FINANCIAL OFFICER
AMERICREDIT CORP. L. STEVEN LESHIN
200 BAILEY AVENUE JENKENS & GILCHRIST,
FORT WORTH, TEXAS 76107 A PROFESSIONAL CORPORATION
(817) 332-7000 1445 ROSS AVENUE, SUITE 3200
(Name, address, including zip code, and DALLAS, TEXAS 75202-2799
telephone number, including area code,
of agent for service))
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APPROXIMATE DATE OF COMMENCEMENT OF PROPOSED SALE TO THE PUBLIC: As soon
as possible after the Registration Statement becomes effective.
If the only securities being registered on this Form are being offered
pursuant to dividend or interest reinvestment plans, please check the following
box. [ ]
If any of the securities being registered on this Form are to be offered on
a delayed or continuous basis pursuant to Rule 415 under the Securities Act of
1933, other than securities offered only in connection with dividend or interest
reimbursement plans, check the following box. [X]
If this Form is filed to register additional securities for an offering
pursuant to rule 462(b) under the Securities Act, please check the following box
and list the Securities Act registration number of the earlier effective
registration statement for the same offering. [ ]
If this form is a post-effective amendment filed pursuant to Rule 462(c)
under the Securities Act, check the following box and list the Securities Act
registration number of the earlier effective registration statement for the same
offering. [ ]
If delivery of the prospectus is expected to be made pursuant to Rule 434,
please check the following box. [ ]
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<TABLE>
<CAPTION>
CALCULATION OF REGISTRATION FEE
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| | | PROPOSED |
| | PROPOSED | MAXIMUM |
TITLE OF EACH CLASS OF | | MAXIMUM | AGGREGATE | AMOUNT
SECURITIES TO BE | AMOUNT TO BE | OFFERING PRICE | OFFERING | OF
REGISTERED | REGISTERED | PER UNIT /(1)/ | PRICE/(1)/ | REGISTRATI0N FEE
- -----------------------------------------|----------------------|-------------------|--------------------------|--------------------
<S> <C> <C> <C> <C>
Common stock, $0.01 par value .... | 500,000 (2) | $32.7813 | $16,390,650 (3) | $4835.26
- -----------------------------------------|----------------------|-------------------|--------------------------|--------------------
Stock Options to purchase 500,000 | 500,000 Dealership | | |
shares of common stock (4) ....... | Stock Options (4) | (5) | (5) | $ 100.00
- -----------------------------------------|----------------------|-------------------|--------------------------|--------------------
TOTAL | | | | $4935.26
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</TABLE>
(1) Estimated solely for the purpose of calculating the registration fee.
(2) Shares issuable upon exercise of nonqualified stock options
("Dealership Stock Options") authorized to be granted to the owners and other
dealer principals of certain automobile dealerships under the 1998 Limited
Dealership Stock Option Plan of AmeriCredit Corp. (the "Plan").
(3) Calculated pursuant to Rule 457(c). Accordingly, the price per share
of the Common Stock offered hereunder pursuant to the Plan is based on 500,000
shares of Common Stock reserved for issuance under the Plan and that are not
currently subject to outstanding Dealership Stock Options at a price per share
of $ 32.7813, which is the average of the highest and lowest selling price per
share of Common Stock on the New York Stock Exchange on May 4, 1998.
(4) Dealership Stock Options to be granted to the owners and other dealer
principals of certain automobile dealerships under the Plan.
(5) Dealership Stock Options are granted pursuant to a formula in the Plan
to the owners and other dealer principals of certain automobile dealerships
that refer business to the Company based on the number of financing contracts
(the "Contracts") sold by such automobile dealerships to the Registrant.
THE REGISTRANT HEREBY AMENDS THIS REGISTRATION STATEMENT ON SUCH DATE OR
DATES AS MAY BE NECESSARY TO DELAY ITS EFFECTIVE DATE UNTIL THE REGISTRANT SHALL
FILE A FURTHER AMENDMENT WHICH SPECIFICALLY STATES THAT THIS REGISTRATION
STATEMENT SHALL THEREAFTER BECOME EFFECTIVE IN ACCORDANCE WITH SECTION 8(A) OF
THE SECURITIES ACT OF 1933 OR UNTIL THE REGISTRATION STATEMENT SHALL BECOME
EFFECTIVE ON SUCH DATE AS THE COMMISSION, ACTING PURSUANT TO SECTION 8(A), MAY
DETERMINE.
================================================================================
<PAGE>
Subject to completion
Preliminary Prospectus Dated May 8, 1998
500,000 SHARES OF COMMON STOCK ISSUABLE UPON
EXERCISE OF DEALERSHIP STOCK OPTIONS
AND THE
ISSUANCE OF THE RELATED DEALERSHIP STOCK OPTIONS
AMERICREDIT CORP.
___________
AmeriCredit Corp., a Texas corporation (the "Company"), desires to provide
an additional incentive to automobile dealerships to refer business to the
Company through the grant by the Company of nonqualified stock options to
certain owners and other dealer principals of certain automobile dealerships
selected by the Plan Administrator in its discretion that refer business to the
Company. The Plan authorizes the granting of such nonqualified stock options
based on the amount of business such dealerships refer to the Company. On April
28, 1998, the Company's Board of Directors adopted the 1998 Limited Dealership
Stock Option Plan of AmeriCredit Corp. (the "Plan") to provide for such grants.
This prospectus relates to the 500,000 shares (the "Shares") of common
stock, $0.01 par value per share ("Common Stock"), of the Company, that will be
issued upon exercise of nonqualified stock options ("Dealership Stock Options")
to be granted under the Plan to certain owners and other dealer principals of
certain automobile dealerships selected by the Plan Administrator in its
discretion that refer business to the Company. This prospectus also relates to
the 500,000 Dealership Stock Options to be granted under the Plan.
The Plan provides for the automatic grant of Dealership Stock Options to
participating dealerships at the end of each calendar quarter pursuant to a
formula based on the number of financing contracts such dealerships sell to the
Company during such quarter. See "The Plan--Automatic Grant of Dealership Stock
Options." Each Dealership Stock Option will have an exercise price equal to the
fair market value of a share of Common Stock on the option's date of grant and
will expire on the third anniversary of such date of grant. Dealership Stock
Options shall be exercisable in full upon their date of grant. Dealership Stock
Options may not be transferred, assigned or hypothecated and any attempt to
transfer, assign or hypothecate a Dealership Stock Option shall cause such
Dealership Stock Option to become null and void.
Generally, the Shares of Common Stock received upon the exercise of
Dealership Stock Options may be resold under the Securities Act of 1933, as
amended (the "Securities Act"), without limitation as to either the quantity
sold or the period during which such stock was held, provided such Shares are
acquired upon exercise of a Dealership Stock Option while the registration
statement of which this prospectus is a part remains effective under the
Securities Act.
The grant of a Dealership Stock Option to an Eligible Participant (as
defined herein) will not be taxable to such Eligible Participant. Upon the
exercise of a Dealership Stock Option, the Eligible Participant will recognize
ordinary compensation income at the time of the exercise in an amount equal to
the excess of the then fair market value of the Shares of Common Stock received
over the exercise price. Because participants in the Plan will not be employees
of the Company, there will be no withholding with respect to such amount.
The Common Stock is traded on the New York Stock Exchange under the symbol
"ACF." On May 4, 1998, the last reported sale price of the Common Stock as
reported by the New York Stock Exchange was $32.625 per share.
_______________
THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE
SECURITIES AND EXCHANGE COMMISSION OR ANY STATE SECURITIES
COMMISSION NOR HAS THE COMMISSION OR ANY STATE SECURITIES
COMMISSION PASSED UPON THE ACCURACY OR ADEQUACY OF
THIS PROSPECTUS. ANY REPRESENTATION TO THE
CONTRARY IS A CRIMINAL OFFENSE.
The date of this prospectus is May __, 1998.
<PAGE>
AVAILABLE INFORMATION
The Company is subject to the informational requirements of the Securities
Exchange Act of 1934, as amended (the "Exchange Act"), and in accordance
therewith, is required to file periodic reports, proxy statements and other
information with the Securities and Exchange Commission (the "Commission")
relating to its business, financial condition and other matters. Such
information is available for inspection at the public reference facilities of
the Commission at Room 1024, 450 Fifth Street, NW, Washington, DC 20549, and at
the regional offices of the Commission located at Citicorp Center, 500 West
Madison Street, Suite 1400, Chicago, IL 60661-2511 and Seven World Trade Center,
Suite 1300, New York, NY 10048. Copies of such information are obtainable, by
mail, upon payment of the Commission's customary charges, by writing to the
Commission's principal office at 450 Fifth Street, NW, Washington, DC 20549.
Such material is also available for inspection at the library of the New York
Stock Exchange (the "NYSE"), 20 Broad Street, New York, New York 10005. The
Commission maintains a web site (http://www.sec.gov) that contains periodic
reports, proxy statements and other information regarding registrants that file
documents electronically with the Commission.
Additional information regarding the Company and the stock options and
Common Stock offered hereby is contained in the Registration Statement on Form
S-3 (which includes this prospectus) and the exhibits relating thereto, filed
with the Commission under the Securities Act.
INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE
THIS PROSPECTUS INCORPORATES DOCUMENTS BY REFERENCE WHICH ARE NOT PRESENTED
HEREIN OR DELIVERED HEREWITH. COPIES OF ANY SUCH DOCUMENTS, OTHER THAN EXHIBITS
THERETO, ARE AVAILABLE WITHOUT CHARGE TO ANY PERSON, INCLUDING ANY BENEFICIAL
OWNER, TO WHOM THIS PROSPECTUS IS DELIVERED UPON WRITTEN OR ORAL REQUEST TO
AMERICREDIT CORP., 200 BAILEY AVENUE, FORT WORTH, TEXAS 76107, ATTENTION: DANIEL
E. BERCE, (817) 332-7000.
The following AmeriCredit documents are incorporated by reference herein:
(1) AmeriCredit's Annual Report on Form 10-K for the year ended June
30, 1997, filed with the Commission;
(2) AmeriCredit's Quarterly Report on Form 10-Q for the quarter ended
September 30, 1997, filed with the Commission;
(3) AmeriCredit's Quarterly Report on Form 10-Q for the quarter ended
December 31, 1997, filed with the Commission;
(4) AmeriCredit's Reports on Form 8-K, dated August 28, 1997, January
22, 1998, and January 29, 1998, all as filed with the Commission; and
(5) AmeriCredit's Form 8-A, as filed with the Commission on September
5, 1997.
All documents filed with the Commission by AmeriCredit pursuant to Sections
13(a), 13(c), 14 or 15(d) of the Exchange Act subsequent to the date of
effectiveness of the Registration Statement of which this Prospectus forms a
part are incorporated herein by reference and such documents will be deemed to
be a part hereof from the date of filing of such documents. Any statement
contained in this Prospectus or in a document incorporated or deemed to be
incorporated by reference herein will be deemed to be modified or superseded for
purposes of this Prospectus to the extent that a statement contained herein or
in any other subsequently filed document which also is or is deemed to be
incorporated by reference herein modifies or supersedes such statement. Any
statement so modified or superseded will not be deemed, except as so modified or
superseded, to constitute a part of this Prospectus.
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<PAGE>
NOTE REGARDING FORWARD-LOOKING INFORMATION
INFORMATION CONTAINED IN THIS PROSPECTUS CONTAINS "FORWARD-LOOKING
STATEMENTS" WITHIN THE MEANING OF THE PRIVATE SECURITIES LITIGATION REFORM ACT
OF 1995, WHICH CAN BE IDENTIFIED BY THE USE OF FORWARD-LOOKING TERMINOLOGY SUCH
AS "MAY," "WILL," "EXPECT," "ANTICIPATE," "ESTIMATE" OR "CONTINUE" OR THE
NEGATIVE THEREOF OR OTHER VARIATIONS THEREON OR COMPARABLE TERMINOLOGY.
-3-
<PAGE>
THE COMPANY
The Company is a consumer finance company specializing in purchasing,
securitizing and servicing retail automobile installment sales contracts
originated by franchised and select independent dealers in connection with the
sale of late model used and to a lesser extent new automobiles. The Company
targets borrowers with limited credit histories, modest incomes or those who
have experienced prior credit difficulties ("Sub-Prime Borrowers"). With the use
of proprietary credit scoring models, the Company underwrites contracts on a
decentralized basis through a nationwide branch office network. These credit
scoring models, combined with experienced underwriting personnel, enable the
Company to implement a risk-based pricing approach to structuring and
underwriting individual contracts. The Company's centralized risk management
department monitors these underwriting strategies and portfolio performance to
balance credit quality and profitability objectives. The loan portfolio is
serviced by the Company at centralized facilities located in Fort Worth, Texas,
Tempe, Arizona and Charlotte, North Carolina using automated loan servicing and
collection systems.
The Company had 108 branch offices as of December 31, 1997. As a result of
the Company's expansion strategy, the Company has been able to increase its
aggregate volume of automobile installment sales contracts purchased to $906.8
million in fiscal 1997 from $18.3 million in fiscal 1993. The Company has
continued this growth during the first six months of fiscal 1998, with purchases
aggregating $696.3 million, compared to $359.4 million during the same period in
fiscal 1997. The Company purchases contracts originated by dealers at prices
ranging from par to a discount of up to 10%. The average discount as a
percentage of the contracts purchased by the Company was approximately 3.4% in
fiscal 1997. For fiscal 1997, the average principal amount financed and weighted
average APR of contracts purchased by the Company were $11,874 and 19.7%,
respectively.
The Company generates earnings and cash flow primarily through the
purchase, retention, securitization and servicing of automobile receivables. In
each securitization, the Company sells automobile receivables to a trust or
special purpose finance subsidiary that, in turn, sells asset-backed securities
to investors. The Company recognizes a gain on the sale of the receivables to
the trust and receives monthly excess cash flow distributions from the trust
resulting from the difference between the interest received from the obligors on
the receivables and the interest on the asset-backed securities paid to
investors, net of losses and expenses. The Company typically begins to receive
excess cash flow distributions approximately seven to nine months after the
receivables are securitized, although these time periods may be shorter or
longer depending upon the structure of the securitization. The Company received
excess cash flow of $24.0 million from securitization trusts and special purpose
finance subsidiaries in fiscal 1997. Due to the time delay associated with
distributions of excess cash flow from securitizations, the Company expects to
receive increased cash flow distributions in fiscal 1998 from trusts created as
a result of securitization transactions occurring in fiscal 1997. Prior to such
time as the Company begins to receive excess cash flow, all excess cash flow is
utilized to fund credit enhancement requirements to secure financial guaranty
insurance policies issued by a monoline insurance company to protect investors
in the asset-backed securities from losses. Once predetermined credit
enhancement requirements are reached and maintained, excess cash flow is
distributed to the Company. In addition to excess cash flow, the Company earns
servicing fees of between 2.25% and 2.50% per annum of the outstanding principal
balance of receivables securitized. Over the four quarters ended December 31,
1997 the Company completed four securitization transactions totaling $1.2
billion.
According to CNW Marketing/Research, an independent automobile finance
market research firm, the automobile finance industry is the second largest
consumer finance industry in the United States with over $427 billion of loan
and lease originations during 1996. The industry is generally segmented
according to the type of car sold (new vs. used) and the credit characteristics
of the borrower (prime vs. sub-prime). The sub-prime segment of the market
accounted for approximately $75 billion of these originations.
The Company's principal objective is to continue to build upon its position
as a leading indirect lender to Sub-Prime Borrowers. To achieve this objective,
the Company employs the following key strategies:
Continued Expansion of the Automobile Finance Branch Network. The Company
opened five branch offices in fiscal 1993, 13 in fiscal 1994, 13 in fiscal 1995,
20 in fiscal 1996, 34 in fiscal 1997 and 23 in fiscal 1998 through December 31,
1997, bringing its branch office network to 108 offices located in 32 states as
of December 31, 1997. Branch office personnel are responsible for the
development and maintenance of dealer relationships. As part of its goal of
increasing the number of dealers from whom it is purchasing automobile finance
contracts, the Company plans to open approximately 17 additional branch offices
during the remainder of fiscal 1998.
Use of Proprietary Credit Scoring Models for Risk-based Pricing. The
Company has developed and implemented a credit scoring system across its branch
office network to support the branch level credit approval process. The
Company's proprietary credit scoring models are designed to enable AmeriCredit
to tailor each loan's pricing and structure to a statistical assessment of the
underlying credit risk.
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Sophisticated Risk Management Techniques. The Company's centralized risk
management department is responsible for monitoring the origination process,
supporting management's supervision of each branch office, tracking collateral
values of the Company's receivables portfolio and monitoring portfolio returns.
This risk management department uses proprietary databases to identify
concentrations of risk, to price for the risk associated with selected market
segments and to endeavor to enhance the credit quality and profitability of the
contracts purchased.
High Investment in Technology to Support Operating Efficiency and Growth.
The use of leading-edge technology in both loan origination and servicing has
enabled AmeriCredit to become a low-cost provider in the sub-prime automobile
finance market. AmeriCredit's annualized ratio of operating expenses to average
managed receivables was 10.0% for fiscal 1995, 7.2% for fiscal 1996, 6.6% for
fiscal 1997 and 6.0% for the six months ended December 31, 1997.
Leveraging Sub-Prime Lending Expertise. In November 1996, AmeriCredit
acquired a small residential mortgage lender which was later renamed Americredit
Corporation of California and which conducts business under the name AmeriCredit
Mortgage Services ("AMS"). AMS specializes in originating and purchasing home
equity mortgage loans made to Sub-Prime Borrowers from a network of mortgage
brokers. AMS has originated $105.4 million of mortgage loans from its date of
acquisition through December 31, 1997. The Company believes that over time it
can leverage its national presence, risk management techniques and state-of-the-
art technology to broaden its indirect lending to Sub-Prime Borrowers. AMS's
corporate office is located in Orange, California. AMS has historically sold its
home equity loans and the related servicing rights to third party investors.
Funding and Liquidity Through Securitizations. The Company sells
automobile receivables in securitization transactions in order to obtain a cost-
effective source of funds for the purchase of additional automobile finance
contracts, to reduce the risk of interest rate fluctuations and to utilize
capital efficiently. Since the Company's first securitization transaction in
December 1994, the Company has securitized approximately $2.0 billion of
automobile receivables in private and public offerings of asset-backed
securities.
AmeriCredit was incorporated in Texas in 1988 and succeeded to the
business, assets and liabilities of a predecessor corporation formed under the
laws of Texas in 1986. The Company's Common Stock, $0.01 par value per share
(the "Common Stock"), is traded on the NYSE under the symbol "ACF." The
Company's principal executive offices are located at 200 Bailey Avenue, Fort
Worth, Texas 76107 and its telephone number is 817-332-7000.
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<PAGE>
THE PLAN
GENERAL
The Company desires to provide an incentive to automobile dealerships to
refer business to the Company through the grant by the Company of nonqualified
stock options to the owners and other dealer principals of certain automobile
dealerships. Such grantees will be selected by the Plan Administrator in its
discretion based on the amount of business such dealership refers to the
Company. On April 28, 1998, the Company's Board of Directors adopted the Plan to
provide for such grants.
Competition for the purchase of Contracts from referring automobile
dealerships among finance companies and banks is intense. Through the
implementation of the Plan, the Company intends to provide an additional
incentive for automobile dealerships to refer business to the Company. Such
incentives will be in addition to the normal and usual terms under which the
Company and others acquire Contracts from dealerships. Thus, the Company has
adopted the Plan to provide a means for the Company to enhance its competitive
position. The Company believes that by providing the referring owners and dealer
principals of certain automobile dealerships an opportunity to participate in
the possible success and growth of the Company through the ownership of
Dealership Stock Options, the referring dealerships will possibly have an added
incentive to refer Contracts to the Company. Further, the interests of the
referring owners and dealer principals will, by virtue of the ownership of their
Dealership Stock Options, be more closely aligned with the interests of the
Company and its shareholders. However, because the Dealership Stock Options will
have an exercise price equal to the fair market value of a share of Common Stock
on the date of grant, there can be no assurances that the holders of the
Dealership Stock Options will realize any benefits from the acquisition and
ownership of the Dealership Stock Options. Furthermore, participants in the Plan
should recognize that the purchase of Shares of Common Stock of the Company
pursuant to the exercise of Dealership Stock Options, like the purchase of any
other security, involves an element of risk as the market value of such Shares
may go down as well as up.
The statements in this prospectus concerning the terms and provisions of
the Plan are summaries and do not purport to be complete. All such statements
are qualified in their entirety by reference to the full text of the documents
filed as exhibits to the registration statement of which this prospectus is a
part. Additional updating and other information with respect to the Plan and the
Dealership Stock Options and Shares offered thereunder may be provided in the
future to holders of Dealership Stock Options.
The Plan is not a qualified deferred compensation plan under section 401(a)
of the Internal Revenue Code of 1986, as amended (the "Code"), and is exempt
from the provisions of the Employee Retirement Income Security Act of 1974, as
amended.
Eligible Participants (as defined herein) under the Plan may obtain
additional information regarding the Plan and its administration from the
Company's General Counsel, 200 Bailey Avenue, Fort Worth, Texas 76107. The
General Counsel may also be reached by phone at (817) 332-7000.
PURPOSE OF THE PLAN
The purpose of the Plan is to provide an additional incentive to automobile
dealerships to refer business to the Company. In furtherance of this purpose,
the Plan authorizes the granting of Dealership Stock Options to the owners and
other dealer principals of certain automobile dealerships selected by the Plan
Administrator in its discretion that refer business to the Company based on the
amount of business referred to the Company by such automobile dealerships.
ELIGIBILITY
Any owner, co-owner, shareholder, partner or other person (an "Eligible
Participant") that controls or is affiliated with an automobile dealership
designated by the Plan Administrator for participation in the Plan (each an
"Eligible Dealership"), provided that such Eligible Participant has completed
and returned all Participant Enrollment Documents, as provided in the Plan, is
eligible for the grant of Dealership Stock Options. Only one Eligible
Participant per Eligible Dealership will be eligible for the grant of Dealership
Stock Options, unless the Plan Administrator determines otherwise in its sole
discretion.
ADMINISTRATION
The Chief Executive Officer of the Company or an officer or officers of the
Company or a subsidiary of the Company designated by the Chief Executive Officer
shall administer the Plan (herein the term "Plan Administrator" shall refer to
whoever is administering the Plan at any given time). The Plan Administrator,
from time to time, may adopt rules
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<PAGE>
and regulations for carrying out the purposes of the Plan. The determinations
and the interpretation and construction of any provision of the Plan by the Plan
Administrator are final, binding and conclusive.
AUTOMATIC GRANT OF DEALERSHIP STOCK OPTIONS
The Plan provides for the grant of Dealership Stock Options to Eligible
Participants on the last day of each calendar quarter exercisable for a certain
number of Shares of Common Stock pursuant to a formula as provided in the Plan
based on the number of Contracts that such Eligible Participant's corresponding
Eligible Dealership has sold to the Company in such quarter. Such formula
provides that if in any calendar quarter an Eligible Dealership has sold to the
Company (i) less than 25 Contracts, the Eligible Participant would receive no
Dealership Stock Options; (ii) 25 to 50 Contracts, the Eligible Participant
would receive Dealership Stock Options exercisable for such number of Shares of
Common Stock as is the result of the number of Contracts sold to the Company by
such Eligible Dealership in such quarter multiplied by 150 and divided by the
fair market value of a share of Common Stock on the last business day of such
quarter; or (iii) over 50 Contracts, the Eligible Participant would receive
Dealership Stock Options exercisable for such number of Shares of Common Stock
as is the product of (X) the number of Contracts sold to the Company by such
Eligible Dealership during such quarter, less 25 and (Y) 300, divided by the
fair market value of a share of Common Stock on the last business day of such
quarter.
For example, pursuant to the formula, an Eligible Dealership that sells 25
Contracts to the Company in a calendar quarter where the closing sales price of
Common Stock on the last business day of such quarter is $30.00 per share would
generate Dealership Stock Options to purchase 125 Shares of Common Stock with an
exercise price of $30.00 per share (e.g. 25 Contracts multiplied by 150 and
divided by the fair market value of a share of Common Stock of $30.00 equals 125
Shares subject to Dealership Stock Options). In contrast, pursuant to the
formula, an Eligible Dealership that sells 100 Contracts to the Company in the
same calendar quarter would generate Dealership Stock Options to purchase 750
Shares of Common Stock with an exercise price of $30.00 per share (e.g. 100
Contracts, less 25, multiplied by 300 and divided by the fair market value of a
share of Common Stock of $30.00 equals 750 Shares subject to such Dealership
Stock Options).
In addition to the automatic grant at the end of each calendar quarter, the
Plan provides that Dealership Stock Options may, in the sole discretion of the
Plan Administrator, be granted to an Eligible Participant on the date such
Eligible Participant completes the Participant Enrollment Documents, or at any
other time or times as may, in the discretion of the Plan Administrator, be
warranted or advisable.
Dealership Stock Options, if any, shall be granted to Eligible Participants as
designated in such Eligible Participants' Participant Enrollment Documents.
TYPE OF STOCK OPTION
Dealership Stock Options shall be nonqualified stock options and will not be
entitled to the tax treatment of incentive stock options as defined in Section
422 of the Code.
OPTION CERTIFICATES
Each Dealership Stock Option shall be evidenced by an Option Certificate that
shall contain such terms as determined by the Plan Administrator and as are not
inconsistent with the Plan or applicable law. The Plan Administrator shall
deliver such Option Certificates within a reasonable time period following such
Dealership Stock Option's date of grant. The Option Certificate shall be issued
in the name of Eligible Participants as provided in the Plan and reflected in
the records of the Plan Administrator, or such other person as may be designated
by the Eligible Dealership.
EXERCISE PRICE
The exercise price per share of Common Stock of any Dealership Stock Option
shall be the fair market value per share of Common Stock on the date of grant of
such Dealership Stock Option. As defined in the Plan, the fair market value of
a Share of Common Stock on a specified date, provided the Common Stock continues
to trade on the New York Stock Exchange, is the closing sales price on the date
of grant or the next business day prior thereto, if such Shares did not trade on
the date of grant.
EXERCISE OF DEALERSHIP STOCK OPTIONS AND PAYMENT
Each Dealership Stock Option is immediately exercisable on or after its date
of grant. A Dealership Stock Option may be exercised by written notice to the
Company, but may only be exercised by an Eligible Participant as reflected in
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the Participant Enrollment Documents provided to the Plan Administrator. Such
written notice shall be in accordance with the terms of the agreement evidencing
such Dealership Stock Option, and must be accompanied by payment of the full
exercise price for the Shares the holder of the Dealership Stock Option (an
"Optionee") chooses to exercise. Unless further limited in any agreement
evidencing a Dealership Stock Option by the Plan Administrator, the exercise
price for any Shares purchased shall be paid solely in cash, by certified or
cashier's check or by money order. The Plan Administrator, in its sole
discretion, may accept a personal check in full or partial payment of any
Shares.
In order to assure compliance with the securities laws, during any time that
the registration statement of which this prospectus is a part is not effective,
the Plan Administrator may require such evidence as it may deem necessary to
establish that the Shares of Common Stock are being purchased for investment and
not with a view to, or for sale in connection with, a distribution (as that term
is defined under the Securities Act). If this prospectus is not then part of an
effective registration statement, the Plan Administrator may further require
legends on the certificates representing the Shares.
As a condition to the transfer of a certificate representing Shares, the Plan
Administrator may obtain such agreements or undertakings, if any, as it may deem
necessary or advisable to assure compliance with any provision of the Plan or
any law or regulation.
Under the terms of the Plan, Dealership Stock Options may only be exercised in
the full amount stated in the Option Certificate. The Dealership Stock Option
may not be broken down into smaller option denominations for purposes of
exercising such Dealership Stock Options.
Termination or Cancellation of Dealership Stock Option
The unexercised portion of a Dealership Stock Option will automatically
terminate on the third anniversary of such Dealership Stock Option's date of
grant.
In anticipation of certain major corporate events, such as, among other
things, certain changes in control, mergers or sales of substantially all of the
assets of the Company (a "Cancellation Event"), the Plan Administrator may,
after thirty days' written notice to an Optionee (the "Cancellation Notice"),
cancel any portion of a Dealership Stock Option that remains exercisable upon
the consummation of such Cancellation Event. If the Cancellation Event is not
consummated, the Cancellation Notice relating to such Cancellation Event shall
be of no effect. An Optionee, in any event, will have the opportunity to
exercise the Optionee's Dealership Stock Options in full prior to such
Cancellation Event.
TRANSFERABILITY
Dealership Stock Options may not be transferred, assigned or hypothecated and
any attempt to transfer, assign or hypothecate a Dealership Stock Option shall
cause such Dealership Stock Option to become null and void. Dealership Stock
Options may be exercised solely by the Optionee.
RESERVE OF COMMON STOCK
Shares of Common Stock to be issued upon the exercise of Dealership Stock
Options may be either Shares held in the Company's treasury or from authorized
but unissued Shares. If any Dealership Stock Option or any part of such
Dealership Stock Option, expires, terminates or is canceled or surrendered as to
any Shares, for any reason without having been exercised in full, the Shares
allocable to the unexercised portion of such Dealership Stock Option may again
be subject to the grant of Dealership Stock Options under the Plan.
TERM OF THE PLAN
The Plan became effective on the date of this prospectus (the "Effective
Date"). The Plan is to continue in effect until the tenth anniversary of the
Effective Date unless sooner terminated by the Company.
ADJUSTMENTS
In the event of any stock dividend, stock split-up, combination or exchange of
Shares of Common Stock, appropriate adjustments shall be made to (i) the number
of Shares reserved under the Plan; (ii) the number of Shares subject to each
outstanding Dealership Stock Option; (iii) the exercise price of each
outstanding Dealership Stock Option and (iv) the number of Shares subject to
subsequently granted Dealership Stock Options. No adjustment shall be made upon
the issuance of Shares of the Company's capital stock or securities convertible
into the Company's capital stock, either in connection with a direct sale or
upon the exercise of rights or to subscribe therefor, or upon the conversion of
Shares or
-8-
<PAGE>
obligations of the Company convertible into such Shares or other securities.
AMENDMENT
The Company's Board of Directors may amend, modify or terminate the Plan and
any outstanding Dealership Stock Option at any time and in any respect. Except
with regard to the cancellation of a Dealership Stock Option upon the
consummation of a Cancellation Event where the Optionee's consent is not
required, the Board of Directors may not amend, modify or terminate an
outstanding Dealership Stock Option without the Optionee's consent if such
amendment, modification or termination materially impairs such outstanding
Dealership Stock Option.
PROCEEDS
The proceeds received by the Company from the sale of Shares will be used for
general corporate purposes.
LISTING
The Company has applied for a listing of the Shares on the New York Stock
Exchange, subject to official notice of issuance.
-9-
<PAGE>
FEDERAL INCOME TAX CONSEQUENCES
GENERAL
The federal tax information set forth below is based upon present federal
income tax laws and thus is subject to change when such laws change. Moreover,
this summary of tax consequences attempts to paraphrase only the general rules
and is not intended to be a complete description of all tax effects from
participation in the Plan.
GRANT OF DEALERSHIP STOCK OPTIONS
The grant of a Dealership Stock Option will not be taxable to the recipient
Optionee.
EXERCISE OF OPTION
Generally, upon the exercise of a Dealership Stock Option, an Optionee will
recognize ordinary compensation income at the time of the exercise in an amount
equal to the excess of the then fair market value of the Shares of Common Stock
received over the exercise price. Because participants in the Plan will not be
employees of the Company, there will be no withholding with respect to such
amount.
SALE OF SHARES AFTER EXERCISE
When Shares of Common Stock received upon the exercise of a Dealership Stock
Option are subsequently sold or exchanged in a taxable transaction, the Optionee
generally will recognize capital gain (or loss) in the amount by which the
amount realized exceeds (or is less than) the fair market value of the Common
Stock on the date the Dealership Stock Option was exercised. Such capital gain
or loss will be long-term or short-term depending upon the Optionee's holding
period following the exercise of the Dealership Stock Option.
TAX CONSEQUENCES TO THE COMPANY
The Company will not be entitled to a deduction for federal income tax
purposes for the granting of any Dealership Stock Option. The Company will
generally be entitled to a deduction for federal income tax purposes when an
Optionee exercises a Dealership Stock Option in the same amount as the ordinary
income realized by the Optionee. All such deductions are subject to the usual
rules regarding the reasonableness of compensation.
INDIVIDUAL TAX CONSULTATION
In addition to the federal income tax consequences described above, the
acquisition, ownership or disposition of a Dealership Stock Option or Shares
acquired upon the exercise of a Dealership Stock Option may have tax
consequences under various state or foreign laws that may be applicable to
certain Optionees. Since these tax consequences, as well as the federal income
tax consequences described above, may vary from Optionee to Optionee depending
upon the particular facts and circumstances involved, each Optionee should
consult its own tax advisor with respect to the federal income tax consequences
of the grant or exercise of an Option, and also with respect to any tax
consequences under applicable state, local or foreign law.
RESTRICTIONS ON RESALE
Shares of Common Stock acquired upon exercise of Dealership Stock Options may
be sold only in compliance with the registration requirements of the Securities
Act and applicable state securities laws or exemptions therefrom. The Company
has filed with the Commission a Registration Statement on Form S-3 registering
under the Securities Act the issuance of the Dealership Stock Options and the
sale of the Shares issuable upon the exercise of Dealership Stock Options (the
"Registration Statement"). Consequently, under the federal securities laws,
persons not deemed to be affiliates of the Company within the meaning of the
Securities Act and applicable regulations promulgated thereunder by the
Commission may exercise Dealership Stock Options and resell Shares under the
Securities Act without limitation as to either the quantity sold or the period
during which such stock was held, provided such Shares are acquired upon
exercise of a Dealership Stock Option while the Registration Statement under the
Securities Act covering the issuance of such Shares is in effect.
Persons who are "affiliates" of the Company may resell Shares under the
Securities Act only (i) in accordance with the provisions of Rule 144 of the
Securities Act promulgated by the Commission (exclusive of the two-year holding
period if such Shares are acquired upon exercise of a Dealership Stock Option
while the Registration Statement covering the
-10-
<PAGE>
issuance of such Shares is in effect) or some other exemption from registration
under the Securities Act, or (ii) pursuant to an applicable, current and
effective registration statement under the Securities Act, including Form S-1 or
Form S-3, but not including a registration statement on Form S-8. As of the date
of this prospectus, there is no registration statement that registers sales of
Shares by affiliates of the Company.
An affiliate of the Company, as defined in Rule 405 promulgated by the
Commission, is a person that directly, or indirectly through one or more
intermediaries, controls or is controlled by, or is under common control with,
the Company. The determination of whether a person is an affiliate of the
Company is primarily a factual one based upon whether he possesses, directly or
indirectly, individually or in concert with others, the power to direct or cause
the direction of the management or policies of the Company, whether through the
ownership of voting stock, by executive position, by membership on the Company's
Board of Directors, by contract or otherwise. Therefore, each Optionee should
consult its legal counsel concerning whether it is an affiliate of the Company
and the attendant restrictions on the resale of Shares under the Securities Act.
LEGAL MATTERS
The validity of Dealership Stock Options and the Shares of Common Stock will
be passed upon for the Company by Jenkens & Gilchrist, a Professional
Corporation, Dallas, Texas.
EXPERTS
The consolidated balance sheets as of June 30, 1997 and 1996 and the
consolidated statements of income, retained earnings, and cash flows for each of
the three years in the period ended June 30, 1997, incorporated by reference in
this prospectus, have been incorporated herein in reliance on the report of
Coopers & Lybrand L.L.P., independent accountants, given on the authority of
that firm as experts in accounting and auditing.
-11-
<PAGE>
<TABLE>
<CAPTION>
============================================== ==============================================
<S> <C>
NO PERSON HAS BEEN AUTHORIZED TO GIVE
ANY INFORMATION OR TO MAKE ANY
REPRESENTATIONS OTHER THAN THOSE
CONTAINED IN THIS PROSPECTUS, AND IF
GIVEN OR MADE, SUCH INFORMATION OR 500,000 SHARES OF COMMON STOCK ISSUABLE
REPRESENTATION MUST NOT BE RELIED UPON UPON EXERCISE OF DEALERSHIP STOCK OPTIONS
AS HAVING BEEN AUTHORIZED BY THE AND THE
COMPANY. NEITHER THE DELIVERY OF THIS ISSUANCE OF THE RELATED DEALERSHIP STOCK
PROSPECTUS NOR ANY SALE MADE OPTIONS
HEREUNDER SHALL, UNDER ANY
CIRCUMSTANCES, CREATE AN IMPLICATION
THAT THERE HAS BEEN NO CHANGE IN THE
AFFAIRS OF THE COMPANY SINCE THE DATE
HEREOF OR THAT THE INFORMATION
CONTAINED HEREIN IS CORRECT AS OF ANY
TIME SUBSEQUENT TO ITS DATE. THIS
PROSPECTUS DOES NOT CONSTITUTE AN OFFER AMERICREDIT CORP.
TO SELL OR A SOLICITATION OF AN OFFER TO
BUY ANY SUCH SECURITIES OTHER THAN THE
REGISTERED SECURITIES TO WHICH IT RELATES.
THIS PROSPECTUS DOES NOT CONSTITUTE AN
OFFER TO SELL OR A SOLICITATION OF AN OFFER
TO BUY SUCH SECURITIES IN ANY
CIRCUMSTANCES IN WHICH SUCH OFFER OR
SOLICITATION IS UNLAWFUL.
------------------
PROSPECTUS
------------------
TABLE OF CONTENTS
PAGE
----
AVAILABLE INFORMATION............. 2
INCORPORATION OF CERTAIN
DOCUMENTS BY REFERENCE.......... 2
THE COMPANY....................... 4
THE PLAN.......................... 6
FEDERAL INCOME TAX CONSEQUENCES... 10
RESTRICTIONS ON RESALE............ 10
LEGAL MATTERS..................... 11
EXPERTS........................... 11
MAY ___, 1998
============================================== ==============================================
</TABLE>
<PAGE>
PART II
INFORMATION NOT REQUIRED IN PROSPECTUS
Item 14. Other Expenses of Issuance and Distribution.
Expenses payable in connection with the distribution of the securities being
registered (estimated except for the registration fee, substantially all of
which will be borne by the Company, are as follows:
Registration fee................................................ $5,000
Legal fees and expenses......................................... 8,000
Accounting fees and expenses.................................... 3,500*
Stock exchange listing fee...................................... 2,000*
Blue sky fees and expenses...................................... 4,000*
Miscellaneous expenses.......................................... 1,500*
------
TOTAL........................................................ $ 24,000*
_____________
*Estimated
Item 15. Indemnification of Directors and Officers
(a) The Articles of Incorporation, as amended to date (the "Articles of
Incorporation"), of AmeriCredit Corp. (the "Company"), together with its Bylaws,
provide that the Company shall indemnify officers and directors, and may
indemnify its other employees and agents, to the fullest extent permitted by
law. The laws of the State of Texas permit, and in some cases require,
corporations to indemnify officers, directors, agents and employees who are or
have been a party to or are threatened to be made a party to litigation against
judgements, fines, settlements and reasonable expenses under certain
circumstances.
(b) The Company has also adopted provisions in its Articles of
Incorporation that limit the liability of its directors to the fullest extent
permitted by the laws of the State of Texas. Under the Company's Articles of
Incorporation, and as permitted by the laws of the State of Texas, a director is
not liable to the Company or its shareholders for breach of fiduciary duty.
Such limitation does not affect liability for: (i) a breach of the director's
duty of loyalty to the Company or its shareholders or members; (ii) an act or
omission not in good faith that constitutes a breach of duty of the director to
the Company or an act or omission that involves intentional misconduct or a
knowing violation of the law; (iii) a transaction from which the director
received an improper benefit, whether or not the benefit resulted from an action
taken within the scope of the director's office; or (iv) an act or omission for
which the liability of a director is expressly provided by an applicable
statute.
Item 16. Exhibits
4.1* - 1998 Limited Dealership Stock Option Plan of AmeriCredit Corp.
4.2* - Form of Dealership Stock Option Certificate under the 1998
Limited Dealership Stock Option Plan of AmeriCredit Corp.
5.1* - Opinion of Jenkens & Gilchrist, a Professional Corporation,
counsel for the Company, as to the validity of issuance of the
Dealership Stock Options and the Common Stock.
23.1* - Consent of Jenkens & Gilchrist, a Professional Corporation (to
be included in the Opinion in Exhibit 5.1).
23.2* - Consent of Coopers & Lybrand L.L.P. (included in this Part II).
24.1* - Power of Attorney of certain officers and directors (included on
the initial signature page hereto).
27* - Financial Data Schedule
- --------------------
* Filed herewith.
<PAGE>
Item 17. Undertakings.
The undersigned Registrant hereby undertakes:
(1) To file, during any period in which offers or sales are being made, a
post-effective amendment to this Registration Statement:
(i) To include any prospectus required by section 10(a)(3) of the
Securities Act of 1933;
(ii) To reflect in the prospectus any facts or events arising after
the effective date of the Registration Statement (or the most recent post-
effective amendment thereof) which, individually or in the aggregate,
represent a fundamental change in the information set forth in the
Registration Statement;
(iii) To include any material information with respect to the plan of
distribution not previously disclosed in the Registration Statement or any
material change to such information in the Registration Statement;
Provided, however, that paragraphs (1)(i) and (1)(ii) do not apply if the
information required to be included in a post-effective amendment by those
paragraphs is contained in periodic reports filed by the Registrant pursuant to
section 13 or section 15(d) of the Securities Exchange Act of 1934 that are
incorporated by reference in the registration statement.
(2) That, for the purpose of determining any liability under the Securities
Act of 1933, each such post-effective amendment shall be deemed to be a new
registration statement relating to the securities offered therein, and the
offering of such securities at that time shall be deemed to be the initial bona
fide offering thereof.
(3) To remove from registration by means of a post-effective amendment any
of the securities being registered which remain unsold at the termination of the
offering.
Insofar as indemnification for liabilities arising under the Securities Act
of 1933 may be permitted to directors, offices and controlling persons of the
Registrant pursuant to the foregoing provisions, or otherwise, the Registrant
has been advised that in the opinion of the Securities and Exchange Commission
such indemnification is against public policy as expressed in the Act and is,
therefore, unenforceable. In the event a claim for indemnification against such
liabilities (other than the payment by the Registrant of expenses incurred or
paid by a director, officer or controlling person of the Registrant in the
successful defense of any action, suit or proceeding) is asserted by such
director, officer or controlling person in connection with the securities being
registered, the Registrant will, unless in the opinion of its counsel the matter
has been settled by controlling precedent, submit to a court of appropriate
jurisdiction the question whether such indemnification by it against public
policy as expressed in the Act and will be governed by the final adjudication of
such issue.
The undersigned Registrant hereby undertakes that for purposes of
determining any liability under the Securities Act of 1933, each filing of the
Registrant's annual report pursuant to Section 13(a) or Section 15(d) of the
Securities Exchange Act of 1934 that is incorporated by reference in this
Registration Statement shall be deemed to be a new registration statement
relating to the securities offered herein, and the offering of such securities
at that time shall be deemed to be the initial bona fide offering thereof.
II-2
<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
requirements for filing a Form S-3 and has duly caused this Registration
Statement to be signed on its behalf by the undersigned, thereunto duly
authorized, in the City of Fort Worth, County of Tarrant, State of Texas, on
April 28, 1998.
AMERICREDIT CORP.
By:/s/ Clifton H. Morris, Jr.
----------------------------------------------
Clifton H. Morris, Jr.
Chairman of the Board and
Chief Executive Officer
Each individual whose signature appears below hereby designates and
appoints Clifton H. Morris, Jr., Daniel E. Berce, Chris A. Choate, and each of
them, any one of whom may act without the joinder of the other, as such person's
true and lawful attorney-in-fact and agents (the "Attorneys-in-Fact") with full
power of substitution and resubstitution, for such person and in such person's
name, place and stead, in any and all capacities, to sign any and all amendments
(including post-effective amendments) to this Registration Statement, which
amendments may make such changes in this Registration Statement as any Attorney-
in-Fact deems appropriate, and any registration statement relating to the same
offering filed pursuant to Rule 462(b) under the Securities Act of 1933 and
requests to accelerate the effectiveness of such registration statements, and to
file each such amendment with all exhibits thereto, and all documents in
connection therewith, with the Securities and Exchange Commission, granting unto
such Attorneys-in-Fact 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 such person might or
could do in person, hereby ratifying and confirming all that such Attorneys-in-
Fact or either of them, or their substitute or substitutes, may lawfully do or
cause to be done by virtue hereof.
Pursuant to the requirements of the Securities Act of 1933, as amended,
this Registration Statement has been signed below by the following persons in
their capacities and on the dates indicated.
SIGNATURE TITLE DATE
--------- ----- ----
/s/ Clifton H. Morris, Jr. Chairman of the Board and Chief April 28, 1998
- ---------------------------- Executive Officer
Clifton H. Morris, Jr. (Principal Executive Officer)
/s/ Michael R. Barrington Vice Chairman of the Board, Chief April 28, 1998
- ---------------------------- Operating Officer and President
Michael R. Barrington
/s/ Daniel B. Berce Vice Chairman of the Board and April 28, 1998
- ---------------------------- Chief Financial Officer
Daniel E. Berce (Principal Financial and
Accounting Officer)
/s/ Edward H. Esstman President of AmeriCredit April 28, 1998
- ---------------------------- Financial Services, Inc.,
Edward H. Esstman Executive Vice-Auto Finance
Division and Director
/s/ James H. Greer Director April 28, 1998
- ----------------------------
James H. Greer
/s/ Gerald W. Haddock Director April 28, 1998
- ----------------------------
Gerald W. Haddock
<PAGE>
SIGNATURE TITLE DATE
--------- ----- ----
/s/ Douglas K. Higgins Director April 28, 1998
- ----------------------------
Douglas K. Higgins
/s/ Kenneth H. Jones, Jr. Director April 28, 1998
- ----------------------------
Kenneth J. Jones, Jr.
<PAGE>
EXHIBIT INDEX
Exhibit
Number Document Description
- ------- --------------------
4.1* - 1998 Limited Dealership Stock Option Plan of
AmeriCredit Corp.
4.2* - Form of Dealership Stock Option Certificate under
the 1998 Limited Dealership Stock Option Plan of
AmeriCredit Corp.
5.1* - Opinion of Jenkens & Gilchrist, a Professional
Corporation, counsel for the Company, as to the
validity of issuance of the Dealership Stock
Options and the Common Stock.
23.1* - Consent of Jenkens & Gilchrist, a Professional
Corporation (to be included in the Opinion in
Exhibit 5.1).
23.2* - Consent of Coopers & Lybrand L.L.P. (included in
this Part II).
24.1* - Power of Attorney of certain officers and
directors (included on the initial signature
page hereto).
27* - Financial Data Schedule
___________________
* Filed herewith.
<PAGE>
EXHIBIT 4.1
THE 1998 LIMITED
DEALER STOCK OPTION PLAN
OF
AMERICREDIT CORP.
SECTION 1. PURPOSE.
The purpose of the 1998 Limited Dealership Stock Option Plan of AmeriCredit
Corp. (the "PLAN") is to provide an additional incentive to automobile
dealerships to refer business to the Company. In furtherance of this purpose,
the Plan authorizes the granting of nonqualified stock options to the owners and
other dealer principals of certain automobile dealerships selected by the Plan
Administrator in its discretion that refer business to the Company based on
the amount of business referred to the Company by such automobile dealerships.
SECTION 2. DEFINITIONS.
As used herein, the following terms shall have the meaning indicated:
(A) "AGREEMENT" shall mean the agreement, certificate or other document or
instrument evidencing the Option.
(B) "BUSINESS DAY" shall mean (i) if the Common Stock trades on a national
exchange, any day that the national exchange on which the Common Stock trades is
open or (ii) if the Common Stock does not trade on a national exchange, any day
that commercial banks in the City of New York are open.
(C) "BOARD" shall mean the Board of Directors of the Company.
(D) "COMMON STOCK" shall mean the Common Stock, par value one cent ($0.01)
per share, of the Company.
(E) "COMPANY" shall mean AmeriCredit Corp., a Texas corporation, and its
wholly owned subsidiaries.
(F) "CONTRACT" shall mean a motor vehicle retail installment sales
contract assigned to and purchased by the Company from an Eligible Dealership.
(G) "DATE OF GRANT" shall mean the date on which an Option is granted to
an Eligible Participant pursuant to SECTION 6 hereof.
(H) "ELIGIBLE DEALERSHIP" shall mean a business, designated by the Plan
Administrator, in its sole discretion that sells automobiles to the general
public and that is owned, controlled, managed or affiliated, in whole or in
part, by or with an Eligible Participant. If an Eligible Participant owns,
controls or manages more than one Eligible Dealership, such
1
<PAGE>
group of Eligible Dealerships may, in the sole discretion of the Plan
Administrator, be combined and treated for all purposes under this Plan as a
single Eligible Dealership.
(I) "PARTICIPANT ENROLLMENT DOCUMENTS " shall mean such forms, agreements
and other documents required to be completed by an Eligible Participant,
substantially in the form approved by the Plan Administrator, in order to
participate in the Plan.
(K) "DIRECTOR" shall mean a member of the Board.
(L) "EFFECTIVE DATE" shall mean the effective date of the Registration
Statement on Form S-3 registering the issuance of Options and the sale of Shares
upon the exercise of Options.
(M) "ELIGIBLE PARTICIPANT " shall mean an owner, co-owner, shareholder,
partner, or other person that controls or is affiliated with an Eligible
Dealership designated by the Plan Administrator for participation in the Plan,
provided that such Eligible Participant has completed and returned all
Participant Enrollment Documents required by the Plan Administrator. If any
"ELIGIBLE PARTICIPANT" will be an officer, director, manager or other person not
meeting the foregoing definition, then written authorization executed by an
owner, co-owner, or other control person, in form and substance satisfactory to
the Company, must be provided to the Company in order for such officer,
director, manager or other person to be considered an ELIGIBLE PARTICIPANT.
(N) "EXCHANGE ACT" shall mean the Securities Exchange Act of 1934, as
amended.
(O) "FAIR MARKET VALUE" shall mean:
(I) If Shares are listed on a national securities exchange at the
date of determining the Fair Market Value,
(A) The closing sales price on such exchange on the Date of Grant
as reported in any newspaper of general circulation, or
(B) If the Shares shall not have traded on such exchange on the
next Business Day prior thereto as reported in any newspaper of general
circulation; or
(II) If Shares shall not be listed as provided in SUBSECTION 2(O)(I),
a value determined by any fair and reasonable means prescribed by the Plan
Administrator.
(P) "GRANT DETERMINATION DATE" shall mean each March 31, June 30,
September 30 and December 31 during the term of this Plan.
2
<PAGE>
(Q) "INTERNAL REVENUE CODE" or "CODE" shall mean the Internal Revenue Code
of 1986 as it now exists or may be amended from time to time and the rules
thereunder.
(R) "NONQUALIFIED STOCK OPTION" shall mean a stock option that is not an
incentive stock option as defined in Section 422 of the Internal Revenue Code.
(S) "OPTION" (when capitalized) shall mean any stock option granted under
this Plan.
(T) "OPTIONEE" shall mean an Eligible Participant to whom an Option is
granted under this Plan.
(U) "PLAN" shall mean this 1998 Limited Dealership Stock Option Plan of
AmeriCredit Corp.
(V) "PLAN ADMINISTRATOR" shall mean the person or persons administering the
Plan as provided in SECTION 4.
(W) "SHARE(S)" shall mean a share or shares of the Common Stock.
SECTION 3. TOTAL AGGREGATE SHARES.
Subject to adjustments provided in SECTION 13 hereof, a total of Five
Hundred Thousand (500,000) Shares shall be subject to the Plan. The Shares
subject to the Plan shall consist of unissued Shares or previously issued Shares
reacquired and held by the Company and such number of Shares shall be and hereby
is reserved for sale for such purpose. Any of such Shares that may remain
unsold and that are not subject to outstanding Options at the termination of the
Plan shall cease to be reserved for the purpose of the Plan, but until
termination of the Plan, the Company shall at all times reserve a sufficient
number of Shares to meet the requirements of the Plan. Should any Option
expire, terminate, or be canceled or surrendered prior to its exercise in full,
the Shares theretofore subject to such Option may again be the subject of an
Option under the Plan.
SECTION 4. ADMINISTRATION OF THE PLAN.
(A) The Plan shall be administered by the Chief Executive Officer of the
Company or any officer or officers of the Company or any subsidiary designated
by the Chief Executive Officer (herein the term "PLAN ADMINISTRATOR" shall refer
to whoever is administering this Plan from time to time).
(B) Subject to the express provisions of this Plan, the Plan
Administrator shall have the authority, in its sole and absolute discretion (i)
to adopt, amend and rescind administrative and interpretive rules and
regulations relating to the Plan; (ii) to determine the terms and provisions of
the respective Agreements (which need not be identical); provided, however, such
terms and provisions shall not be inconsistent with this Plan; (iii) to construe
the terms of any Agreement and the Plan; (iv) as provided in SECTION 12, upon
certain events to
3
<PAGE>
make appropriate adjustments to the exercise price and number of Shares subject
to outstanding Options, the number of Shares reserved under the Plan and the
number of Shares subject to Options granted subsequently; and (v) to make all
other determinations and perform all other acts necessary, advisable, or
convenient for administering the Plan, including the delegation of such
ministerial acts and responsibilities as the Plan Administrator deems
appropriate. The Plan Administrator may correct any defect or supply any
omission or reconcile any inconsistency in the Plan or in any Agreement in the
manner and to the extent it shall deem expedient to carry it into effect, and it
shall be the sole and final judge of such expediency. The Plan Administrator
shall have full discretion to make all determinations on the matters referred to
in this SUBSECTION 4(B), and such determinations shall be final, binding and
conclusive.
SECTION 5. TYPE OF OPTIONS.
All Options granted under the Plan shall be Nonqualified Stock Options.
SECTION 6. GRANT OF OPTIONS.
(A) Options shall be granted only to Eligible Participants and may, in
the sole discretion of the Plan Administrator, be granted to only one Eligible
Participant per Eligible Dealership. Each Option shall be evidenced by an
Agreement, which shall contain such terms as the Plan Administrator deems
advisable and that are not inconsistent with this Plan or applicable laws. The
Plan Administrator shall deliver Agreements to evidence Options granted
hereunder within a reasonable period following such Option's Date of Grant. Such
Option shall be issued only in the name of Eligible Participants.
(B) Eligible Dealerships and Eligible Participants will be designated in
the sole discretion of the Board and/or the Plan Administrator, and such
designations may be amended, modified, supplemented or revised from time to time
in the sole discretion of the Board and/or the Plan Administrator.
(C) An Option may, in the sole discretion of the Plan Administrator, be
granted to an Eligible Participant on the date such Eligible Participant
completes the Participant Enrollment Documents or at any other time or times as
may, in the discretion of the Board and/or the Plan Administrator, be warranted
or advisable. The Plan Administrator in its sole discretion shall determine the
total number of Shares that Options granted pursuant to this SUBSECTION 6(C) may
purchase.
(D) Following completion of all Participant Enrollment Documents,
Options shall automatically be granted to each Eligible Participant on each
Grant Determination Date as follows:
(I) If an Eligible Dealership sold to the Company less than 25
Contracts during the calendar quarter ending on the Grant Determination Date,
the Eligible Participant shall be awarded no Options on such Grant Determination
Date;
4
<PAGE>
(II) If an Eligible Dealership sold to the Company from 25 to 50
Contracts during the calendar quarter ending on the Grant Determination Date,
the Eligible Participant shall receive on the Grant Determination Date an Option
exercisable for such number of Shares as is the result of the number of
Contracts sold to the Company by such Eligible Dealership during such quarter
multiplied by 150 and divided by the Fair Market Value of a Share on the Grant
Determination Date; or
(III) If an Eligible Dealership sold to the Company over 50 Contracts
during the calendar quarter ending on the Grant Determination Date, the Eligible
Participant shall receive on the Grant Determination Date an Option exercisable
for such number of Shares as is the product of (X) the number of Contracts sold
to the Company by such Eligible Dealership during such quarter, less 25, and (Y)
300 divided by the Fair Market Value of a Share on the Grant Determination Date.
All such results shall be rounded to the nearest whole Share. The Date of
Grant of an Option awarded pursuant to SUBSECTIONS 6(D)(II) or (III) shall be
the respective Grant Determination Date. The Plan Administrator shall have full
discretion as to the date when a Contract is sold to the Company for purposes of
the foregoing calculations.
SECTION 7. EXERCISE PRICE.
The exercise or option price of each Share issuable upon exercise of an
Option shall be the Fair Market Value of such Share on the Date of Grant.
SECTION 8. EXERCISE OF OPTIONS.
(A) An Option shall be fully exercisable on its Date of Grant. An Option
may be exercised at any time during the term of such Option, but may be
exercised only for all Shares represented by such Option (i.e., Options may not
be exercised in part) . No fractions of Shares will be issued upon the exercise
of an Option.
(B) Options may be exercised solely by the Optionee and may not be assigned
or hypothecated in any manner.
(C) An Option shall be deemed exercised when: (i) the Company has received
written notice of such exercise delivered to the Company in accordance with the
notice provisions of the applicable Agreement; and (ii) full payment of the
aggregate exercise price of the Shares as to which the Option is exercised has
been tendered to the Company.
(D) The exercise price of any Shares purchased shall be paid solely in
cash, by certified or cashier's check, or by money order or in the discretion of
the Plan Administrator or an employee of the Company designated by the Plan
Administrator, by personal check.
(E) The Optionee shall not be, nor have any of the rights or privileges of,
a shareholder of the Company with respect to any Shares purchasable upon the
exercise of any part of an
5
<PAGE>
Option unless and until certificates representing such Shares shall have been
issued by the Company to the Optionee.
SECTION 9. TERMINATION OF OPTION PERIOD.
(A) The unexercised portion of an Option shall automatically and without
notice terminate and become null and void and be forfeited upon the third
anniversary of its Date of Grant.
(B) The Plan Administrator, in its sole discretion, may, by giving written
notice to an Optionee ("Cancellation Notice"), cancel any portion of an Option
that remains unexercisable on the date (the "Cancellation Date") of the
consummation of any of the following (collectively, a "Cancellation Event"): (i)
any transaction (which shall include a series of transactions occurring within
60 days or occurring pursuant to a plan), that has the result that shareholders
of the Company immediately before such transaction cease to own at least 51% of
(x) the voting stock of the Company or (y) of any entity that results from the
participation of the Company in a reorganization, consolidation, merger,
liquidation or any other form of corporate transaction; (ii) a merger,
consolidation, reorganization, liquidation or dissolution in which the Company
does not survive; or (iii) a sale, lease, exchange or other disposition of all
or substantially all the property and assets of the Company. Such Cancellation
Notice shall be given to an Optionee at least thirty (30) days prior to the
Cancellation Date, and may be given either before or after shareholder approval
of the Cancellation Event. If a Cancellation Event is not consummated, any
Cancellation Notice with regard to such Cancellation Event shall be of no
effect.
SECTION 10. TERMS OF OPTION.
Subject to earlier termination as provided in SUBSECTION 9(B), each Option
granted under this Plan shall have a term of three (3) years from the Date of
Grant of such Option. No notice of any kind will be provided by the Company or
the Plan Administrator to an Optionee in connection with the expiration of an
Option.
SECTION 11. ASSIGNABILITY OF OPTIONS.
Options may not be transferred, assigned or hypothecated and any attempt
to transfer, assign or hypothecate shall cause such Option to become null and
void. Options may be exercised solely by the Optionee.
SECTION 12. ADJUSTMENTS.
(A) If at any time there shall be an increase or decrease in the number of
issued and outstanding Shares, through the declaration of a stock dividend or
through any recapitalization resulting in a stock split-up, combination or
exchange of Shares, then appropriate proportional adjustment shall be made in
the number of Shares (and with respect to outstanding Options, the exercise
price per Share): (i) subject to outstanding Options; (ii) reserved under the
Plan; and (iii) subject to Options granted subsequently. In the event of a
dispute concerning such adjustment,
6
<PAGE>
the Plan Administrator has full discretion to determine the resolution of such
dispute. Such determination shall be final, binding and conclusive.
(B) In the event of a merger, consolidation or other reorganization of the
Company under the terms of which the Company is not the surviving corporation,
but the surviving corporation elects to assume an Option, the respective
Agreement and this Plan, the Optionee shall be entitled to receive, upon the
exercise of such Option, with respect to each Share issuable upon exercise of
such Option, the number of shares of stock of the surviving corporation (or
equity interest in any other entity) and any other notes, evidences of
indebtedness or other property that Optionee would have received in connection
with such merger, consolidation or other reorganization had it exercised the
Option with respect to such Share immediately prior to such merger,
consolidation or other reorganization.
(C) Except as otherwise expressly provided herein, the issuance by the
Company of shares of its capital stock of any class, or securities convertible
into shares of capital stock of any class, either in connection with direct sale
or upon the exercise of rights or warrants to subscribe therefor, or upon
conversion of shares or obligations of the Company convertible into such shares
or other securities, shall not affect, and no adjustment by reason thereof shall
be made with respect to, the number of or exercise price of Shares then subject
to outstanding Options granted under the Plan.
(D) Without limiting the generality of the foregoing, the existence of
outstanding Options granted under the Plan shall not affect in any manner the
right or power of the Company to make, authorize or consummate: (i) any or all
adjustments, recapitalizations, reorganizations or other changes in the
Company's capital structure or its business; (ii) any merger or consolidation of
the Company; (iii) any issuance by the Company of debt securities or preferred
or preference stock that would rank above the Shares subject to outstanding
Options; (iv) the dissolution or liquidation of the Company; (v) any sale,
transfer or assignment of all or any part of the assets or business of the
Company; or (vi) any other corporate act or proceeding, whether of a similar
character or otherwise.
SECTION 13. PURCHASE FOR INVESTMENT.
As a condition of any issuance of a stock certificate for Shares upon the
exercise of an Option, the Plan Administrator may obtain such agreements or
undertakings, if any, as it may deem necessary or advisable to assure compliance
with any provision of this Plan or any law or regulation, including, but not
limited to, the following:
(A) a representation and warranty by the Optionee to the Company at the
time his Option is exercised that he is acquiring the Shares to be issued to him
for investment and not with a view to, or for sale in connection with, the
distribution of any such Shares; and
(B) a representation, warranty or agreement to be bound by any legends that
are, in the opinion of the Plan Administrator, necessary or appropriate to
comply with the provisions of any
7
<PAGE>
securities law deemed by the Plan Administrator to be applicable to the issuance
of the Shares and are endorsed upon the certificates representing the Shares.
SECTION 14. AMENDMENT, MODIFICATION, SUSPENSION OR DISCONTINUANCE OF THIS PLAN.
The Board may amend, modify or terminate the Plan and any outstanding
Options at any time and in any respect. The Board may not, however, amend,
modify or terminate an outstanding Option without the Optionee's consent if such
amendment, modification or termination materially impairs such outstanding
Option. In any event, the Board may amend, modify or terminate an outstanding
Option without the Optionee's consent as provided in SUBSECTION 9(B).
SECTION 15. GOVERNMENTAL REGULATIONS.
This Plan, and the granting of Options and the exercise of Options
hereunder and the obligation of the Company to sell and deliver Shares under
such Options shall be subject to all applicable laws, rules and regulations, and
to such approvals by any governmental agencies or national securities exchanges
as may be required.
SECTION 16. MISCELLANEOUS.
(A) The proceeds received by the Company from the sale of Shares pursuant
to Options shall be used for general corporate purposes.
(B) Neither the members of the Board nor any Plan Administrator shall be
liable for any act, omission, or determination taken or made in good faith with
respect to the Plan or any Option granted under it, and members of the Board and
the Plan Administrator shall be entitled to indemnification and reimbursement by
the Company in respect of any claim, loss, damage, or expense (including
attorneys' fees, the costs of settling any suit (provided such settlement is
approved by independent legal counsel selected by the Company) and amounts paid
in satisfaction of a judgment, except a judgment based on a finding of bad
faith) arising from such claim, loss, damage, or expense to the full extent
permitted by law and under any directors' and officers' liability or similar
insurance coverage that may from time to time be in effect.
(C) Any payment of cash or any issuance or transfer of Shares to the
Optionee, in accordance with the provisions of the Plan, shall, to the extent
thereof, be in full satisfaction of all claims of such persons under the Plan.
The Plan Administrator may require any Optionee as a condition precedent to such
payment or issuance or transfer of Shares, to execute a release and receipt for
such payment or issuance or transfer of Shares in such form as it shall
determine.
(D) Neither the Plan Administrator nor the Company guarantees Shares from
loss or depreciation.
8
<PAGE>
(E) All expenses incident to the administration, termination, or protection
of the Plan, including, but not limited to, legal and accounting fees, shall be
paid by the Company; provided, however, the Company may recover any and all
damages, fees, expenses and costs arising out of any actions taken by the
Company to enforce its rights under the Plan, any Participant Enrollment
Documents or an Agreement.
(F) Records of the Company shall be conclusive for all purposes under the
Plan, unless determined by the Plan Administrator to be incorrect.
(G) The Company shall, upon request or as may be specifically required
under the Plan, furnish or cause to be furnished all of the information or
documentation that is necessary or required by the Plan Administrator to perform
its duties and functions under the Plan.
(H) The Company assumes no liability to the Optionee for any act of, or
failure to act on the part of, the Plan Administrator.
(I) Any action required of the Company relating to the Plan shall be by
resolution of its Board or act of the Plan Administrator.
(J) If any provision of this Plan is held to be illegal or invalid for any
reason, the illegality or invalidity shall not affect the remaining provisions
of the Plan, but such provision shall be fully severable, and the Plan shall be
construed and enforced as if the illegal or invalid provision had never been
included in the Plan.
(K) Whenever any notice is required or permitted under the Plan, such
notice must be in writing and personally delivered or sent by mail or next day
delivery by a nationally recognized courier service. Any notice required or
permitted to be delivered under this Agreement shall be deemed to be delivered
on the date on which it is personally delivered, or, if mailed, whether actually
received or not, on the third Business Day after it is deposited in the United
States mail, certified or registered, postage prepaid, addressed to the person
who is to receive it at the address which such person has previously specified
by written notice delivered in accordance with this SUBSECTION 16 (K) or, if by
courier, twenty-four (24) hours after it is sent, addressed as described in this
SUBSECTION 16 (K). the Company or an Optionee may change, at any time and from
time to time, by written notice to the other, the address which it or he had
previously specified for receiving notices. Until changed in accordance with
the Plan, the Company and each Optionee shall specify as its and his address for
receiving notices the address set forth in the Agreement pertaining to the
Shares to which such notice relates.
(L) Any person entitled to notice under the Plan may waive such notice.
(M) The Plan shall be binding upon the Optionee, its successors and
permitted assigns, upon the Company, its successors and assigns, and upon the
Board and the Plan Administrator and their successors and assigns.
9
<PAGE>
(N) The titles and headings of Sections are included for convenience of
reference only and are not to be considered in construction of the Plan's
provisions.
(O) All questions arising with respect to the provisions of the Plan shall
be determined by application of the laws of the State of Texas except to the
extent Texas law is preempted by federal law or the corporate law of the state
of the Company's incorporation. Questions arising with respect to the
provisions of an Agreement that are matters of contract law shall be governed by
the laws of the state specified in the Agreement, except to the extent preempted
by federal law and except to the extent that the corporate law where the Company
is incorporated conflicts with the contract law of such state, in which event
such corporate law shall govern. The obligation of the Company to sell and
deliver Shares under the Plan is subject to applicable laws and to the approval
of any governmental authority required in connection with the authorization,
issuance, sale, or delivery of such Shares.
(P) Words used in the masculine shall apply to the feminine where
applicable, and wherever the context of this Plan dictates, the plural shall be
read as the singular and the singular as the plural.
SECTION 17. EFFECTIVE DATE AND TERMINATION DATE.
The Effective Date of the Plan is the effective date of the Registration
Statement on Form S-3 of the Company relating to the issuance of Options and the
offering of Shares. This Plan shall terminate on the tenth (10th) anniversary
of the Effective Date.
ADOPTED BY THE BOARD OF DIRECTORS: April 28, 1998
AMERICREDIT CORP.
By:
-----------------------------
Chris A. Choate
Senior Vice President,
General Counsel & Secretary
10
<PAGE>
THIS OPTION CERTIFICATE EVIDENCES A GRANT OF DEALERSHIP STOCK OPTIONS UNDER
THE 1998 LIMITED DEALERSHIP STOCK OPTION PLAN OF AMERICREDIT CORP. TO
THE OWNERS OR PRINCIPALS (OR THEIR DESIGNEES) OF THE FOLLOWING
DEALERSHIP OR DEALERSHIP GROUP:
DEALER OR DEALER GROUP:
NUMBER OF OPTIONS:
EXERCISE PRICE:
DATE OF GRANT:
TERMINATION DATE:
THE OPTIONS EVIDENCED BY THIS CERTIFICATE ARE FULLY VESTED ON THE DATE OF GRANT.
OPTIONS MAY BE EXERCISED IN ACCORDANCE WITH THE TERMS OF THE PLAN WHICH INCLUDE,
BUT ARE NOT LIMITED TO, THE REQUIREMENT THAT DEALER ENROLLMENT DOCUMENTS BE
COMPLETED AND RETURNED. FURTHER INFORMATION, INCLUDING A PROSPECTUS DESCRIBING
THE PLAN IN DETAIL OR HOW TO EXERCISE OPTIONS, MAY BE OBTAINED BY CONTACTING
AMERICREDIT'S STOCK OPTION ADMINISTRATOR AT (817)332-7000. THIS CERTIFICATE
SHOULD BE RETAINED FOR YOUR RECORDS.
<PAGE>
[Jenkens & Gilchrist Letterhead]
May 8, 1998
AmeriCredit Corp.
200 Bailey Avenue
Fort Worth, Texas 76107
RE: AMERICREDIT CORP.
REGISTRATION STATEMENT ON FORM S-3
Ladies and Gentlemen:
This firm has acted as counsel to AmeriCredit Corp., a Texas corporation
(the "Company"), in connection with the preparation of the Registration
Statement on Form S-3 (the "Registration Statement") to be filed with the
Securities and Exchange Commission on May 8, 1998, under the Securities Act of
1933, as amended (the "Securities Act"), relating to (i) 500,000 shares (the
"Shares") of the Company's common stock, par value $0.01 per share (the "Common
Stock"), that may be issued by the Company upon the exercise of up to 500,000
Dealership Stock Options (the "Dealership Stock Options") to be granted under
1998 Limited Dealership Stock Option Plan of AmeriCredit Corp. (the "Plan") and
(ii) the issuance of 500,000 Dealership Stock Options.
You have requested the opinion of this firm with respect to certain legal
aspects of the proposed offering. In connection therewith, this firm has
examined and relied upon the original, or copies identified to our satisfaction,
of (1) the Company's Articles of Incorporation and the bylaws of the Company, as
amended; (2) minutes and records of the corporate proceedings of the Company
with respect to the establishment of the Plan, the issuance of the Dealership
Stock Options pursuant to the Plan, the issuance of the Shares upon exercise of
Dealership Stock Options and related matters; (3) the Registration Statement and
exhibits thereto, including the Plan; and (4) such other documents and
instruments as this firm has deemed necessary for the expression of these
opinions. In making the foregoing examinations, this firm has assumed the
genuineness of all signatures and the authenticity of all documents submitted to
this firm as originals, and the conformity to original documents of all
documents submitted to this firm as certified or photostatic copies. As to
various questions of fact material to this opinion letter, and as to the content
and form of the Articles of Incorporation, the bylaws, minutes, records,
resolutions and other documents or writings of the Company, this firm has
relied, to the extent it deems reasonably appropriate, upon representations or
certificates of officers or directors of the Company and upon
<PAGE>
documents, records and instruments furnished to this firm by the Company,
without independent check or verification of their accuracy.
Based upon our examination, consideration of, and reliance on the documents
and other matters described above, this firm is of the opinion as follows:
(1) that the Dealership Stock Options, upon their issuance, will be duly
authorized and validly issued;
(2) that the Shares, upon their issuance, will be duly authorized, validly
issued, fully paid and nonassessable shares of Common Stock of the Company.
The opinions expressed in this Opinion Letter assume that (1) the
Dealership Stock Options are issued in accordance with the Plan, (2) the Shares
are issued in accordance with the Plan and the applicable option agreement for
the Dealership Stock Options being exercised and pursuant to which such shares
are being issued and (3) each exercise price for the Dealership Stock Options is
not less than the par value per share of the Common Stock.
This firm hereby consents to the filing of this opinion letter as an
exhibit to the Registration Statement and to references to our firm included in
or made a part of the Registration Statement. In giving this consent, this firm
does not admit that it comes within the category of person whose consent is
required under Section 7 of the Securities Act or the Rules and Regulations of
the Securities and Exchange Commission thereunder.
Very truly yours,
JENKENS & GILCHRIST,
a Professional Corporation
By: /s/ L. Steven Leshin
---------------------------------
L. Steven Leshin, Esq.
LSL:jv
<PAGE>
EX 23.2
CONSENT OF INDEPENDENT ACCOUNTANTS
We consent to the incorporation by reference in this registration statement of
AmeriCredit Corp. on Form S-3 (File No. 333-____) of our report, which includes
an explanatory paragraph regarding AmeriCredit Corp. changing its method of
accounting for transfers and servicing of financial assets and extinguishment of
liabilities, dated August 6, 1997, on our audits of the financial statements of
AmeriCredit Corp. We also consent to the reference to our firm under the
caption "Experts."
COOPERS & LYBRAND L.L.P.
Fort Worth, Texas
May 8, 1998
<TABLE> <S> <C>
<PAGE>
<ARTICLE> 5
<LEGEND>
THIS SCHEDULE CONTAINS SUMMARY FINANCIAL INFORMATION EXTRACTED FROM THE
CONSOLIDATED FINANCIAL STATEMENTS OF AMERICREDIT CORP. INCLUDED IN ITS QUARTERLY
REPORT ON FORM 10-Q AND IS QUALIFIED IN ITS ENTIRETY BY REFERENCE TO SUCH
FINANCIAL STATEMENTS.
</LEGEND>
<MULTIPLIER> 1,000
<S> <C>
<PERIOD-TYPE> 6-MOS
<FISCAL-YEAR-END> JUN-30-1998
<PERIOD-START> JUL-01-1997
<PERIOD-END> DEC-31-1997
<CASH> 78,437
<SECURITIES> 6,500
<RECEIVABLES> 269,141
<ALLOWANCES> (11,350)
<INVENTORY> 0
<CURRENT-ASSETS> 0
<PP&E> 22,824
<DEPRECIATION> 5,592
<TOTAL-ASSETS> 562,295
<CURRENT-LIABILITIES> 0
<BONDS> 248,966
0
0
<COMMON> 338
<OTHER-SE> 254,608
<TOTAL-LIABILITY-AND-EQUITY> 562,295
<SALES> 0
<TOTAL-REVENUES> 102,228
<CGS> 0
<TOTAL-COSTS> 41,916
<OTHER-EXPENSES> 0
<LOSS-PROVISION> 3,755
<INTEREST-EXPENSE> 12,045
<INCOME-PRETAX> 44,512
<INCOME-TAX> 17,137
<INCOME-CONTINUING> 27,375
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> 27,375
<EPS-PRIMARY> .92
<EPS-DILUTED> .85
</TABLE>
