<PAGE>
SCHEDULE 14A INFORMATION
PROXY STATEMENT PURSUANT TO SECTION 14(A) OF THE
SECURITIES EXCHANGE ACT OF 1934
(AMENDMENT NO. )
Filed by the Registrant [X]
Filed by a Party other than the Registrant [_]
Check the appropriate box:
[_] CONFIDENTIAL, FOR USE OF THE
[_] Preliminary Proxy Statement COMMISSION ONLY (AS PERMITTED BY
RULE 14A-6(E)(2))
[X] Definitive Proxy Statement
[_] Definitive Additional Materials
[_] Soliciting Material Pursuant to (S)240.14a-11(c) or (S)240.14a-12
AMERICREDIT CORP.
(NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)
AMERICREDIT CORP.
(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)(4) 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:
[_] 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.:
(3) Filing Party:
(4) Date Filed:
Notes:
<PAGE>
AMERICREDIT CORP.
200 BAILEY AVENUE
FORT WORTH, TEXAS 76107
----------------
NOTICE OF ANNUAL MEETING OF SHAREHOLDERS
TO BE HELD NOVEMBER 4, 1998
----------------
To Our Shareholders:
NOTICE IS HEREBY GIVEN that the 1998 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 4th day of November, 1998, 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 AmeriCredit Corp.
Employee Stock Purchase Plan (the "Purchase 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 Purchase Plan from 500,000 shares to
1,000,000 shares of Common Stock;
3. To consider and act upon a proposal to approve and adopt the 1998
Limited Stock Option Plan for AmeriCredit Corp. (the "1998 Plan");
4. To ratify the appointment by the Board of Directors of
PricewaterhouseCoopers LLP as independent public accountants for the
Company for the fiscal year ending June 30, 1999; and
5. 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 11, 1998,
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 25, 1998
<PAGE>
AMERICREDIT CORP.
PROXY STATEMENT
FOR
ANNUAL MEETING OF SHAREHOLDERS
TO BE HELD NOVEMBER 4, 1998
----------------
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 1998 Annual Meeting of Shareholders of AmeriCredit (the "Annual
Meeting") to be held on November 4, 1998, 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 25, 1998. AmeriCredit's Annual Report covering the Company's fiscal
year ended June 30, 1998 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
Corporate Investor Communications, Inc. ("CIC") to assist in the solicitation
of proxies from shareholders and will pay CIC a fee of approximately $7,500
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 AmeriCredit Corp. Employee
Stock Purchase Plan (the "Purchase Plan") to increase the number of shares
of Common Stock reserved under the Purchase Plan from 500,000 shares to
1,000,000 shares of Common Stock;
3. A proposal to approve and adopt the 1998 Limited Stock Option Plan for
AmeriCredit Corp. (the "1998 Plan");
4. The ratification of the appointment by the Board of Directors of
PricewaterhouseCoopers LLP as independent public accountants for the
Company for the fiscal year ending June 30, 1999; and
5. The transaction of such other business that may properly come before
the Annual Meeting or any adjournments thereof.
QUORUM AND VOTING
ALL NUMBERS RELATED TO STOCK PRICES AND SHARES OF COMMON STOCK CONTAINED IN
THIS PROXY STATEMENT ARE STATED ON A PRE-SPLIT BASIS (I.E., SUCH NUMBERS DO
NOT REFLECT THE TWO-FOR-ONE STOCK SPLIT PAYABLE IN THE FORM OF A 100% STOCK
DIVIDEND TO BE DISTRIBUTED BY THE COMPANY ON SEPTEMBER 30, 1998).
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 11,
1998 (the "Record Date"). On the Record Date, there were 31,098,320 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 Purchase
Plan, the approval of the 1998 Plan and for the ratification of the
appointment by the Board of Directors of PricewaterhouseCoopers LLP as
independent public accountants for the Company for the fiscal year ending June
30, 1999.
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.
2
<PAGE>
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 9 of this Proxy Statement);
(iii) all present 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 STOCK PERCENT OF
OWNED CLASS OWNED
BENEFICIALLY(1) BENEFICIALLY(1)
--------------- ---------------
<S> <C> <C>
Regan Partners, L.P. ................................... 2,127,800(2) 6.84%
Montgomery Asset Management, LLC........................ 1,647,000(3) 5.30%
Vinick Asset Management................................. 2,454,400(4) 7.89%
Clifton H. Morris, Jr. ................................. 1,166,947(5) 3.63%
Michael R. Barrington................................... 608,700(6) 1.92%
Daniel E. Berce......................................... 798,030(7) 2.50%
Edward H. Esstman....................................... 517,606(8) 1.64%
A. R. Dike.............................................. 30,738(9) *
James H. Greer.......................................... 230,000(10) *
Gerald W. Haddock....................................... 20,000(11) *
Douglas K. Higgins...................................... 103,000(12) *
Kenneth H. Jones, Jr. .................................. 200,000(13) *
Michael T. Miller....................................... 53,952(14) *
All Present Executive Officers and Directors
as a Group (13 Persons)(5)(6)(7)(8)(10)(11)(12)(13)(14). 3,982,116 11.44%
</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 31,098,320 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 31,098,320 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 the Record Date, 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 2,127,800
shares. An additional 145,300 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 the Record Date, the Company has been informed that Montgomery
Asset Management, LLC ("Montgomery") holds an aggregate of 1,647,000
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 101 California Street,
San Francisco, California 94111.
(4) A Form 13G filed with the Securities and Exchange Commission on August
27, 1998, reports that VGH Partners, L.L.C., Vinick Partners, L.P.,
Vinick Asset Management, L.P., Jeffrey N. Vinick, Michael S. Gordon, Mark
D. Hostetter and Vinick Asset Management, L.L.C. (collectively, the
"Vinick Group") hold
3
<PAGE>
an aggregate of 2,454,400 shares. The address for the Vinick Group is 260
Franklin Street, Boston, Massachusetts 02110.
(5) This amount includes 1,075,999 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 600,440 shares subject to stock options that are
currently exercisable or exercisable within 60 days.
(7) This amount includes 765,607 shares subject to stock options that are
currently exercisable or exercisable within 60 days.
(8) This amount includes 484,333 shares subject to stock options that are
currently exercisable or exercisable within 60 days.
(9)This amount includes 3,500 shares of Common Stock held in the name of Sara
B. Dike, Mr. Dike's wife.
(10) This amount consists of 230,000 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.
(11) This amount consists of 20,000 shares subject to stock options that are
currently exercisable or exercisable within 60 days.
(12) This amount includes 30,000 shares subject to stock options that are
currently exercisable or exercisable within 60 days. This amount does not
include 17,000 shares held in trust for the benefit of certain family
members of Mr. Higgins, as to which Mr. Higgins disclaims any beneficial
interest.
(13) This amount includes 190,000 shares subject to stock options that are
currently exercisable or exercisable within 60 days.
(14) This amount includes 51,840 shares subject to stock options that are
currently exercisable or exercisable within 60 days.
4
<PAGE>
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 August
6, 1998, the number of directors comprising the Board of Directors for the
ensuing year was set at eight (8). Mr. Gerald W. Haddock has decided to not
seek re-election to the Board of Directors and, accordingly, his term will
expire on November 4, the date of the 1998 Annual Meeting.
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. Other than Mr. Dike, 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>
YEAR FIRST
PRINCIPAL OCCUPATION & ELECTED OFFICE(S) HELD IN
NOMINEE AGE BUSINESS ADDRESS DIRECTOR AMERICREDIT
------- --- ---------------------- ---------- -----------------
<S> <C> <C> <C> <C>
Clifton H. Morris, Jr. . 63 Chairman of the Board and 1988 Chairman of the Board
Chief Executive Officer and Chief Executive
Officer
AmeriCredit Corp.
200 Bailey Avenue
Fort Worth, TX 76107
Michael R. Barrington... 39 Vice Chairman, President and 1990 Vice Chairman, President
Chief Operating Officer and Chief Operating
AmeriCredit Corp. Officer and Director
200 Bailey Avenue
Fort Worth, TX 76107
Daniel E. Berce......... 44 Vice Chairman and Chief 1990 Vice Chairman and Chief
Financial Officer Financial Officer and
AmeriCredit Corp. Director
200 Bailey Avenue
Fort Worth, TX 76107
Edward H. Esstman....... 57 President and Chief Operating 1996 Executive Vice
Officer President--Auto Finance
Division
AmeriCredit Financial and Director
Services, Inc.
200 Bailey Avenue
Fort Worth, TX 76107
A.R. Dike............... 62 President -- Nominee
Willis Corroon Life, Inc. of
Texas
Suite 3050
301 Commerce Street
Fort Worth, TX 76102
James H. Greer.......... 71 Chairman of the Board 1990 Director
Shelton W. Greer Co., Inc.
3025 Maxroy Street
P.O. Box 7327
Houston, TX 77248
</TABLE>
5
<PAGE>
<TABLE>
<CAPTION>
YEAR FIRST
PRINCIPAL OCCUPATION & ELECTED OFFICE(S) HELD IN
NOMINEE AGE BUSINESS ADDRESS DIRECTOR AMERICREDIT
------- --- ---------------------- ---------- -----------------
<S> <C> <C> <C> <C>
Douglas K. Higgins...... 48 Private Investor 1996 Director
Higgins & Associates
101 W. Randol Mill
Suite 150
Arlington, TX 76011
Kenneth H. Jones, Jr. .. 63 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, and
Cash America International, a publicly held pawn brokerage company.
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 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.
A. R. DIKE has been President of Willis Corroon Life, Inc. of Texas (a
private insurance agency) since 1991. He was Chairman and Chief Executive
Officer of The Insurance Alliance, Inc. from January 1988 until September
1991. Mr. Dike also serves on the Board of Directors of Cash America
International and Hallmark Financial Services, Inc., a publicly held company
engaged in the insurance business.
JAMES H. GREER is 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.
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.
6
<PAGE>
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.
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 1999, 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.
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 and one
special meeting during the fiscal year ended June 30, 1998. 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.
DIRECTOR COMPENSATION
Members of the Board of Directors currently receive a $2,000 quarterly
retainer fee and an additional $3,500 fee for attendance at each meeting of
the Board. Members of Committees of the Board of Directors are paid $1,500 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 6, 1997, 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 $29.25 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
7
<PAGE>
day preceding the date of grant. Each nonemployee director elected at the 1998
Annual Meeting of Shareholders (including Mr. Dike) will receive an option to
purchase 10,000 additional shares of Common Stock pursuant to the 1990
Director Plan following such meeting.
During the fiscal year ended June 30, 1998, Mr. Haddock exercised options to
purchase 60,000 shares at exercise prices ranging from $3.75 to $13.00 per
share, and Mr. Jones exercised options to purchase 56,000 shares at exercise
prices ranging from $2.80 to $3.00 per share.
COMPENSATION COMMITTEE INTERLOCKS AND INSIDER PARTICIPATION
No member of the Stock Option/Compensation Committee is or has been an
officer or employee of the Company or any of its subsidiaries or had any
relationship requiring disclosure pursuant to Item 404 of Regulation S-K
promulgated by the Securities and Exchange Commission ("SEC"). No member of
the Stock Option/Compensation Committee served on the compensation committee,
or as a director, of another corporation, one of whose directors or executive
officers served on the Stock Option/Compensation Committee or whose executive
officers served on the Company's Board of Directors.
8
<PAGE>
EXECUTIVE COMPENSATION
SUMMARY COMPENSATION TABLE
The following sets forth information concerning the compensation of the
Company's Chief Executive Officer and each of the other four most highly
compensated executive officers of the Company (the "Named Executive Officers")
for the fiscal years shown.
<TABLE>
<CAPTION>
LONG TERM
COMPENSATION
AWARDS
------------
SHARES OF
COMMON STOCK
ANNUAL UNDERLYING
COMPENSATION STOCK ALL OTHER
---------------- OPTIONS COMPENSATION
NAME AND PRINCIPAL POSITION YEAR SALARY BONUS($) (#)(1) ($)(2)
--------------------------- ---- ------- -------- ------------ ------------
<S> <C> <C> <C> <C> <C>
Clifton H. Morris, Jr. ....... 1998 523,000 500,000 710,000 79,761
Chairman & CEO 1997 397,230 379,230 -- 101,241
1996 320,921 181,764 300,000 41,771
Michael R. Barrington......... 1998 381,750 458,767 710,000 43,681
Vice Chairman, President &
Chief Operating 1997 276,704 258,704 -- 43,326
Officer 1996 223,832 123,506 200,000 5,758
Daniel E. Berce............... 1998 381,750 458,767 710,000 44,381
Vice Chairman & Chief
Financial Officer 1997 276,704 258,704 -- 44,120
1996 223,832 123,506 200,000 6,620
Edward H. Esstman............. 1998 334,250 307,890 495,000 45,916
President and Chief Operating
Officer--AFSI 1997 246,473 171,355 -- 45,655
1996 186,758 91,385 150,000 10,305
Michael T. Miller............. 1998 165,000 123,750 259,200 4,941
Executive Vice President and
Chief Credit Officer 1997 119,822 59,911 70,000 730
1996 97,500 39,000 15,000 624
</TABLE>
- --------
(1) 1998 awards include the following options conditionally granted under the
1998 Limited Stock Option Plan for AmeriCredit Corp. proposed for adoption
by shareholders in this Proxy Statement: Messrs. Morris, Barrington and
Berce, 568,000 shares; Mr. Esstman, 396,000 shares; and Mr. Miller,
200,000 shares. See "Proposal to Approve and Adopt the 1998 Limited Stock
Option Plan for AmeriCredit Corp. (Item 3)."
(2) The amounts disclosed in this column for fiscal 1998 include:
(a) Company contributions to 401(k) retirement plans on behalf of each
executive officer in the amount of $4,761;
(b) Payment by the Company of premiums for term life insurance on behalf of
Mr. Barrington, $1,420; 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, $37,500
each.
9
<PAGE>
OPTION GRANTS IN LAST FISCAL YEAR
The following table shows all individual grants of stock options to the
Named Executive Officers of the Company during the fiscal year ended June 30,
1998.
<TABLE>
<CAPTION>
SHARES OF % OF TOTAL
COMMON STOCK OPTIONS
UNDERLYING GRANTED TO EXERCISE GRANT DATE
OPTIONS EMPLOYEES IN PRICE EXPIRATION PRESENT
GRANTED(#) FISCAL YEAR ($/SH) DATE VALUE($)(1)
------------ ------------ -------- ---------- -----------
<S> <C> <C> <C> <C> <C>
Clifton H. Morris,
Jr. .................. 142,000(2) 3.45% $24.00 1/26/2008 $1,375,554
Chairman & CEO 568,000(3) 13.79% $24.00 1/26/2008 $5,502,216
Michael R. Barrington.. 142,000(2) 3.45% $24.00 1/26/2008 $1,375,554
Vice Chairman, 568,000(3) 13.79% $24.00 1/26/2008 $5,502,216
President & Chief
Operating Officer
Daniel E. Berce........ 142,000(2) 3.45% $24.00 1/26/2008 $1,375,554
Vice Chairman & Chief
Financial Officer 568,000(3) 13.79% $24.00 1/26/2008 $5,502,216
Edward H. Esstman...... 99,000(2) 2.40% $24.00 1/26/2008 $ 959,013
President and Chief 396,000(3) 9.61% $24.00 1/26/2008 $3,836,052
Operating Officer--
AFSI
Michael T. Miller...... 50,000(2) 1.21% $24.00 1/26/2008 $ 484,350
Executive Vice 200,000(3) 4.85% $24.00 1/26/2008 $1,937,400
President and Chief
Credit
Officer 9,200(4) .22% $32.75 4/28/2008 166,888
</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 seven year option term for
all grants (other than the grant of 9,200 shares to Mr. Miller, which is
based on a ten year option term) and upon the following assumptions:
annual dividend growth of 0 percent, volatility of approximately 32%, 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) These options were granted under the 1995 Omnibus Stock and Incentive Plan
for AmeriCredit Corp. The options, which were granted in January 1998 and
expire seven years after the date of grant, were accelerated and became
fully exercisable following the Company's achievement of earnings per
share of $1.86 for fiscal 1998, an amount that exceeded the earnings per
share target required for accelerated vesting of this grant.
(3) These options were conditionally granted under the terms of the 1998
Limited Stock Option Plan for AmeriCredit Corp. (the "1998 Plan"), subject
to shareholder approval of such Plan as proposed in this Proxy Statement.
These options, which expire seven years after the date of grant, become
exercisable in full on January 1, 2005; provided, however, that the
options will be accelerated and become exercisable on a cumulative basis
if the Company achieves specified earnings per share targets over a four-
year period according to the following schedule:
<TABLE>
<CAPTION>
EARNINGS PER ACCELERATED
FISCAL YEAR SHARE TARGET VESTING
----------- ------------ -----------
<S> <C> <C>
June 30, 1999..................................... $2.42 25%
June 30, 2000..................................... 3.03 50%
June 30, 2001..................................... 3.78 75%
June 30, 2002..................................... 4.73 100%
</TABLE>
The foregoing earnings per share targets require earnings per share growth
of 30% in fiscal 1999 (as compared to earnings per share for fiscal 1998),
and earnings per share growth of 25% in each of fiscal years 2000, 2001,
2002. If the 1998 Plan is not approved by shareholders at the Annual
Meeting, these option grants shall be null and void.
(4) The options granted to Mr. Miller for 9,200 shares, which expire ten years
after the grant date, become exercisable 20% on April 28, 1998 and in 20%
increments thereafter on the anniversary date of the grant.
10
<PAGE>
AGGREGATED OPTION EXERCISES IN LAST FISCAL YEAR
AND FY-END OPTION VALUES
Shown below is information with respect to the Named Executive Officers
regarding option exercises during the fiscal year ended June 30, 1998, and the
value of unexercised options held as of June 30, 1998.
<TABLE>
<CAPTION>
SHARES OF COMMON
STOCK UNDERLYING VALUE OF UNEXERCISED
SHARES VALUE UNEXERCISED OPTIONS IN-THE-MONEY OPTIONS
ACQUIRED ON REALIZED AT FY-END(#)(2) AT FY-END($)(2)
NAME EXERCISE(#) ($)(1) EXERCISABLE/UNEXERCISABLE EXERCISABLE/UNEXERCISABLE
---- ----------- ---------- ------------------------- -------------------------
<S> <C> <C> <C> <C>
Clifton H. Morris, Jr. . -0- N/A 1,233,999/710,000 $34,745,886/$8,298,125
Chairman & CEO
Michael R. Barrington... 100,000 $2,284,195 458,440/710,000 $10,860,536/$8,298,125
Vice Chairman,
President &
Chief Operating Officer
Daniel E. Berce......... 50,000 $1,255,194 623,607/710,000 $15,998,143/$8,298,125
Vice Chairman &
Chief Financial Officer
Edward H. Esstman....... 80,000 $1,981,306 385,333/495,000 $ 9,802,396/$5,785,313
President and Chief
Operating Officer--AFSI
Michael T. Miller....... 77,500 $1,033,231 1,840/278,360 $ 5,405/$3,405,683
Executive 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 $35.6875 per share of the Company's Common Stock on the NYSE on
June 30, 1998, the last trading day of the fiscal year. The number of
options at June 30, 1998 includes options conditionally granted under the
1998 Limited Stock Option Plan for AmeriCredit Corp. described in this
Proxy Statement. See, "Proposal to Approve and Adopt the 1998 Limited
Stock Option Plan for AmeriCredit Corp. (Item 3)." As of the Record Date,
based upon the closing price of $23.50 per share of the Company's Common
Stock on such date, the number of shares underlying unexercised options
and the value of unexercised in-the-money options for the Named Executive
Officers are as follows:
<TABLE>
<CAPTION>
SHARES OF COMMON
STOCK UNDERLYING VALUE OF UNEXERCISED
UNEXERCISED OPTIONS IN-THE-MONEY OPTIONS
AT RECORD DATE(#) AT RECORD DATE($)
NAME EXERCISABLE/UNEXERCISABLE EXERCISABLE/UNEXERCISABLE
---- ------------------------- -------------------------
<S> <C> <C>
Clifton H. Morris, Jr. . 1,075,999/568,000 $13,519,024/$ 0
Michael R. Barrington... 600,440/568,000 $ 5,273,298/$ 0
Daniel E. Berce......... 765,607/568,000 $ 8,397,933/$ 0
Edward H. Esstman....... 484,333/396,000 $ 5,106,151/$ 0
Michael T. Miller....... 51,840/228,360 $ 0/$206,250
</TABLE>
REPORT OF THE COMPENSATION COMMITTEE ON EXECUTIVE COMPENSATION
During fiscal 1998, the Stock Option/Compensation Committee of the Board of
Directors (the "Committee") was comprised 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.
11
<PAGE>
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.
Since fiscal 1996, The Committee has continued to generally follow the
strategies developed in prior periods in conjunction with the outside
consultants.
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 16 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. As
indicated by the Performance Graph, the Company's cumulative shareholder
return has exceeded the performance of the S&P Financial Index since July 1,
1993.
Components of Compensation of Executive Officers.
Compensation paid to the Company's executive officers in fiscal 1998, the
separate elements of which are discussed below, consisted of the following:
base salary, annual bonus for fiscal 1998 and 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.
On April 28, 1998, the Committee authorized a base salary increase of
$55,000 for Messrs. Barrington and Berce and $45,000 for Mr. Esstman; Mr.
Morris did not receive a base salary increase in fiscal 1998. The increases
were 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, 1998 as compared to March 31, 1997: net income increased 57%,
auto loan originations increased 95%, managed auto receivables increased 133%,
producing auto dealers increased 76% and portfolio delinquency and annualized
charge-offs decreased. 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 1998, the CEO and the other Named Executive Officers received annual
incentive awards equal to between 75% and 125% of their base salary. As
described in the Company's 1997 Proxy Statement, these bonus awards were made
in return for the Company's successfully meeting earnings per share targets
established by the Committee prior to fiscal 1998. Under this plan, minimum
earnings levels were required to be obtained before any bonuses were awarded;
the plan also defined maximum award levels. Based on the Company's earnings
per share in fiscal 1998, the maximum bonus target was achieved for the CEO
and the other Named Executive Officers.
12
<PAGE>
For fiscal 1999, the Committee has approved an incentive plan similar to the
plan in effect for fiscal 1998, including the establishment of earnings per
share 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.
In fiscal 1998, the Committee reviewed previous stock option grants made to
the CEO and the other Named Executive Officers and determined that such prior
grants had been successful in providing incentive for the creation of
substantial shareholder value, as represented by the increase in the Company's
market capitalization over the past five years, as follows:
MARKET CAPITALIZATION*
<TABLE>
<CAPTION>
JUNE 30,
- --------------------------------------------------------------------------------
1993 1994 1995 1996 1997 1998
---- ---- ---- ---- ---- ----
<S> <C> <C> <C> <C> <C>
$149,331,904 $169,043,961 $319,622,013 $445,775,102 $615,218,142 $1,099,352,467
</TABLE>
- --------
* determined by multiplying the Company's closing per share stock price on the
dates indicated by the number of shares of Common Stock outstanding on such
dates.
The Committee further determined that additional stock options, properly
structured with respect to longer-term earnings targets, would best motivate
these officers and accomplish the objectives described in the preceding
paragraph.
In order to create the incentives considered by the Committee to be
appropriate, on January 27, 1998, the Committee approved the following stock
option grants to the CEO and the other Named Executive Officers: Messrs.
Morris, Barrington and Berce, 710,000 shares each; Mr. Esstman, 495,000
shares; and Mr. Miller, 250,000 shares. The exercise price for these stock
options is $24 per share, representing an approximate 8% premium over the
market price of the Company's Common Stock on the date the option grants were
approved. The options become fully exercisable on January 1, 2005 and expire
on January 26, 2005, seven years after the date of grant. However, the options
will be accelerated and become exercisable on a cumulative basis if the
Company achieves specified earnings per share targets over a five-year period.
Because the Company achieved earnings per share of $1.86 for the fiscal year
ended June 30, 1998, earnings that exceeded the targeted level for fiscal
1998, 20% of the stock options granted during fiscal 1998 were accelerated and
are presently vested and exercisable. The remaining options granted to the CEO
and the other Named Executive Officers in fiscal 1998 will be accelerated and
become exercisable if the Company achieves the following earnings per share
targets:
<TABLE>
<CAPTION>
EARNINGS PER SHARE ACCELERATED
FISCAL YEAR TARGET VESTING*
----------- ------------------ -----------
<S> <C> <C>
June 30, 1999............................... $2.42 25%
June 30, 2000............................... 3.03 50%
June 30, 2001............................... 3.78 100%
June 30, 2002............................... 4.73 125%
</TABLE>
- --------
* In order to obtain accelerated vesting, the Company must achieve annual
growth in earnings per share of 30% for fiscal 1999 and 25% for each of
fiscal years 2000, 2001 and 2002.
Twenty percent (20%) of the option grants approved by the Committee,
representing 575,000 shares in total, were granted under the 1995 Omnibus
Stock and Incentive Plan for AmeriCredit Corp. (the "1995 Omnibus
13
<PAGE>
Plan"). The remaining options approved by the Committee, representing
2,300,000 shares in total, are covered by the 1998 Limited Stock Option Plan
for AmeriCredit Corp. (the "1998 Plan"), a new plan approved and adopted by
the Committee on January 27, 1998. Shareholders will be requested to approve
the 1998 Plan, which is described in greater detail elsewhere in this Proxy
Statement, at the 1998 Annual Meeting.
If the 1998 Plan is approved and adopted by shareholders at the Annual
Meeting, there will be no further stock option awards to Messrs. Morris,
Barrington, Berce and Esstman until the stock options covered by the 1998 Plan
are fully vested and exercisable.
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 1998 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 1998, Mr.
Morris received $500,000 in base salary. Mr. Morris' base salary was
established in April 1997 and was unchanged in fiscal 1998. 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 previously 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 9 of this Proxy
Statement includes director fees in addition to his base salary.
As discussed above, Mr. Morris also received a cash bonus under the 1998
incentive plan equal to 100% of his base salary, an award that represented the
maximum bonus opportunity for Mr. Morris.
In addition to his cash compensation, Mr. Morris was granted options to
purchase 710,000 shares of Common Stock during fiscal 1998, as further
described above. The options granted to Mr. Morris, which are exercisable at
$24 per share, provide for performance accelerated vesting if certain earnings
per share targets are achieved over a five-year period. One-fifth of these
options have been accelerated and become exercisable due to the Company's
achievement of the earnings per share target for fiscal 1998. The remaining
options, representing 568,000 shares, were conditionally granted under the
1998 Plan subject to shareholder approval of such Plan. The Committee believes
that this option grant epitomizes its compensation strategy by expressly
conditioning the ultimate benefit of the grant to Mr. Morris upon the
achievement of significant earnings growth and the resulting appreciation in
the price of the Company's common stock.
GERALD W. HADDOCK
JAMES H. GREER
DOUGLAS K. HIGGINS
KENNETH H. JONES, JR.
14
<PAGE>
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 16 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. These agreements, as amended, contain terms that 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 the following minimum annual
compensation: Mr. Morris, $500,000; Messrs. Barrington and Berce, $345,000;
Mr. Esstman, $300,000; and Mr. Miller, $255,000. 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, or 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 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 (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).
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.
15
<PAGE>
PERFORMANCE GRAPH
The following graph presents cumulative shareholder return on the Company's
Common Stock for the five years ended June 30, 1998. 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.
The data source for the graph is Media General Financial Services, Inc., an
authorized licensee of S&P.
[PERFORMANCE GRAPH APPEARS HERE]
<TABLE>
<CAPTION>
JUNE JUNE JUNE JUNE JUNE JUNE
1993 1994 1995 1996 1997 1998
------- ------- ------- ------- ------- -------
<S> <C> <C> <C> <C> <C> <C>
AmeriCredit..................... $100.00 $117.50 $222.50 $312.50 $420.00 $713.75
S&P............................. $100.00 $101.41 $127.85 $161.09 $216.99 $282.44
S&P Financials.................. $100.00 $100.57 $121.28 $172.10 $261.61 $363.51
</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, 1998, all filing
requirements applicable to its executive officers and directors were met.
RELATED PARTY TRANSACTIONS
The Company engages independent contractors to solicit business from motor
vehicle dealers in certain geographic locations. During fiscal 1998, one such
independent contractor was CHM Company, L.L.C. ("CHM Company"), a Delaware
limited liability company, that is controlled by Clifton H. Morris, III, an
adult son of Mr. Clifton H. Morris, Jr., Chairman and Chief Executive Officer
of the Company. A per contract commission is paid to CHM Company for each
motor vehicle contract originated by the Company that is attributable to the
marketing efforts of CHM Company. Commission payments of $1,361,664 were made
by the Company to CHM Company during fiscal 1998. Out of payments received
from the Company, CHM Company pays all of its expenses, including salaries and
benefits for its employees and marketing representatives, office expenses,
travel expenses and promotional costs.
16
<PAGE>
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 AMERICREDIT CORP.
EMPLOYEE STOCK PURCHASE PLAN
(ITEM 2)
Since its adoption in 1994, the AmeriCredit Corp. Employee Stock Purchase
Plan (the "Purchase Plan") has been a highly successful, broad-based employee
benefit plan, significant in the retention and motivation of the Company
employees who have elected to participate therein. Under this Plan, employees
at all levels of the Company are able to participate, through stock ownership,
in the growth and financial success of the Company. As of June 30, 1998,
approximately 950 employees were enrolled and participating in the Purchase
Plan, constituting 68% of all employees eligible to participate.The Company
anticipates that the number of shares available for issuance under the
Purchase Plan will be substantially depleted within 12-18 months.
On April 28, 1998, the Stock Option/Compensation Committee amended the
Purchase Plan to increase the number of shares of Common Stock reserved under
the Purchase Plan from 500,000 shares to 1,000,000 shares (the "Amendment").
The Amendment was ratified by the Board of Directors and effective as of April
28, 1998, but is subject to shareholder approval. If approved by shareholders
at the Annual Meeting, the first sentence of paragraph 12(a) of the Purchase
Plan will be amended to provide as follows:
"The maximum number of shares of Common Stock which shall be made available
for sale under the Plan shall be 1,000,000 shares, subject to adjustment
upon changes in capitalization of the Company as provided in paragraph 18."
The remaining language of paragraph 12 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 Purchase
Plan.
The Amendment is necessary in order to cover future purchases by employees
participating in the Purchase Plan. With the growth in the number of employees
employed by the Company, most all of whom are eligible participants in the
Purchase Plan, the Company anticipates that the number of shares presently
reserved for issuance under the Purchase Plan may soon be depleted. The
Amendment will enable the Company to continue the purposes of the Purchase
Plan by providing additional incentives to attract, retain and motivate
employees, and to instill shareholder considerations and values in the actions
of such employees.
Since participation in the Purchase Plan is entirely voluntary on the
participant's part, it is not possible to indicate the number, names or
positions of employees who will participate in the Purchase Plan or the number
of shares of Common Stock that will be purchased by any employee under the
Purchase Plan.
The primary provisions of the Purchase Plan are described in Appendix A to
this Proxy Statement. A copy of the Purchase Plan was contained in the
Company's Proxy Statement for the 1994 Annual Meeting of Shareholders and has
been filed by the Company with the Securities and Exchange Commission. Any
shareholder desiring a complete copy of the Purchase 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 500,000 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 Purchase 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.
17
<PAGE>
Approval of the Amendment to the Purchase Plan by shareholders of the
Company is required by the terms of the Purchase Plan. The proposal to approve
the Amendment to the Purchase Plan requires approval by the holders of a
majority of the outstanding shares of Common Stock represented at the Annual
Meeting of Shareholders.
On September 18, 1998, the closing price of the Company's Common Stock on
the New York Stock Exchange was $24.63.
THE BOARD OF DIRECTORS UNANIMOUSLY RECOMMENDS A VOTE "FOR" THE AMENDMENT TO
THE AMERICREDIT CORP. EMPLOYEE STOCK PURCHASE PLAN.
PROPOSAL TO APPROVE AND ADOPT THE 1998 LIMITED
STOCK OPTION PLAN FOR AMERICREDIT CORP.
(ITEM 3)
On January 27, 1998, the Stock Option/Compensation Committee of the Board of
Directors approved the 1998 Limited Stock Option Plan for AmeriCredit Corp.
(the "1998 Plan"). The Board of Directors, in August 1998, ratified the action
of the Stock Option/Compensation Committee and directed that the 1998 Plan be
submitted to the shareholders of the Company for approval and adoption. The
material features of the 1998 Plan are discussed below, but the description is
subject to, and is qualified in its entirety by, the full text of the 1998
Plan attached as Appendix B to this Proxy Statement.
Purpose of the 1998 Plan. As discussed above in the Report of the Stock
Option/Compensation Committee, the principal purpose of the 1998 Plan is to
provide an incentive to the top five executive officers of the Company to
manage and expand the Company's business so as to increase the financial
success and value of the Company, particularly over the four-year period
following adoption of the Plan. In addition, the 1998 Plan will assist the
Company in retaining the officers most responsible for the continuing success
of the Company.
General Plan Provisions. The 1998 Plan provides for a one-time grant of
nonqualified stock options to the Company's top five executive officers as set
forth in the following table:
1998 PLAN BENEFITS
<TABLE>
<CAPTION>
NUMBER OF SECURITIES
NAME AND POSITION DOLLAR VALUE(1) UNDERLYING OPTIONS
----------------- --------------- --------------------
<S> <C> <C>
Clifton H. Morris, Jr. .............. $5,502,216 568,000
Chairman and CEO
Michael R. Barrington................ $5,502,216 568,000
Vice Chairman, President
and Chief Operating Officer
Daniel E. Berce...................... $5,502,216 568,000
Vice Chairman and CFO
Edward H. Esstman.................... $3,836,052 396,000
President and Chief Operating
Officer--AFSI
Michael T. Miller.................... $1,937,400 200,000
Executive Vice President,
Chief Credit Officer
</TABLE>
- --------
(1) As determined using the Black-Scholes model of option valuation to
determine grant date pre-tax present value. See "Option/SAR Grants in Last
Fiscal Year" table on page 10 of this Proxy Statement.
18
<PAGE>
The number of shares of Common Stock that may be issued or awarded under the
1998 Plan shall not exceed 2,300,000, 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
1998 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. On
September 18, 1998, the closing price of the Company's Common Stock on the New
York Stock Exchange was $24.63.
No additional stock options or other awards will be granted under the 1998
Plan and no employees of the Company other than Messrs. Morris, Barrington,
Berce, Esstman and Miller are eligible for participation under the 1998 Plan.
If any stock options granted under the 1998 Plan expire or are terminated,
cancelled or surrendered for any reason without having been exercised in full,
the unpurchased shares of Common Stock subject to such options will not become
available for regranting under the 1998 Plan.
Exercise Price of Stock Options. The exercise price of all stock options
granted under the 1998 Plan is $24 per share. The exercise price is equal to
approximately 108% of the closing price of the Company's Common Stock on the
New York Stock Exchange on January 26, 1998, the day immediately preceding the
date the 1998 Plan was adopted by the Committee.
Exercisability of Stock Options; Accelerated Vesting. Stock options granted
under the 1998 Plan become exercisable in full on January 1, 2005,
approximately one month before the options and the Plan terminate on January
26, 2005. However, the options will be accelerated and become exercisable on a
cumulative basis if the Company achieves the earnings per share targets
according to the following schedule:
<TABLE>
<CAPTION>
EARNINGS PER ACCELERATED
FISCAL YEAR SHARE TARGET VESTING
----------- ------------ -----------
<S> <C> <C>
June 30, 1999................................... $2.42 25%
June 30, 2000................................... 3.03 50%
June 30, 2001................................... 3.78 75%
June 30, 2002................................... 4.73 100%
</TABLE>
The earnings per share targets require earnings per share growth of 30% in
fiscal 1999 (as compared to earnings per share for fiscal 1998), and earnings
per share growth of 25% in each of fiscal years 2000, 2001 and 2002. The Plan
provides that if the earnings per share target is not achieved for the
occurrence of accelerated vesting in a fiscal year, then the non-accelerated
options will be eligible for accelerated vesting in any subsequent fiscal year
ending on or before June 30, 2002 if the cumulative earnings per share
achieved by the Company exceeds the cumulative earnings per share targets as
of the end of such subsequent fiscal year.
Administration of 1998 Plan. The 1998 Plan will be administered by the Stock
Option/Compensation Committee, a committee of the Board of Directors comprised
of at least three directors, each of whom is a "disinterested person" within
the meaning of Rule 16b-3 under the Securities Exchange Act of 1934. The
Committee shall have, among other powers, the power to interpret, waive,
amend, establish or suspend rules and regulations of the 1998 Plan in its
administration of such Plan.
Federal Income Tax Consequences. The grant of nonqualified stock options
under the 1998 Plan 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.
Other Information. Upon a change in control as defined in, and subject to
certain limitations under the 1998 Plan, all outstanding stock options will
become immediately exercisable. Stock options granted under the 1998 Plan are
nontransferable except, in certain circumstances provided under Rule 16b-3, to
immediate family members, to partnerships whose partners are such family
members and to a person or other entity for which the optionee is entitled to
a deduction for a "charitable contribution" under the Internal Revenue Code of
1986.
19
<PAGE>
Upon approval of the Company's shareholders, the 1998 Plan and all stock
options granted thereunder will be effective January 27, 1998, and will
terminate on January 26, 2005, unless terminated earlier by the Board of
Directors or extended by the Board with the approval of the shareholders. The
Board or the Committee may amend the 1998 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, or extending the termination date of the
1998 Plan.
THE BOARD OF DIRECTORS UNANIMOUSLY RECOMMENDS A VOTE "FOR" THE ADOPTION OF
THE 1998 LIMITED STOCK OPTION PLAN FOR AMERICREDIT CORP.
RATIFICATION OF SELECTION OF INDEPENDENT PUBLIC ACCOUNTANTS
(ITEM 4)
The Board of Directors has selected PricewaterhouseCoopers LLP as
independent public accountants for the Company to audit its consolidated
financial statements for the fiscal year ending June 30, 1999, 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
PricewaterhouseCoopers LLP as independent public accountants.
PricewaterhouseCoopers LLP (or the predecessor to such firm) served as the
Company's independent public accountants for the fiscal year ended June 30,
1998 and has reported on the Company's consolidated financial statements for
such year. Representatives of PricewaterhouseCoopers LLP are expected to be
present at the Annual Meeting and will be available to respond to appropriate
questions from shareholders.
Shareholder ratification is not required for the selection of
PricewaterhouseCoopers LLP, since the Board of Directors has the
responsibility for selecting the Company's independent public accountants.
Nonetheless, 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
PRICEWATERHOUSECOOPERS LLP AS INDEPENDENT PUBLIC ACCOUNTANTS OF THE COMPANY
FOR THE FISCAL YEAR ENDING JUNE 30, 1999.
OTHER BUSINESS
(ITEM 5)
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.
20
<PAGE>
SHAREHOLDER PROPOSALS
Any proposal to be presented by a shareholder at the Company's 1999 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 28, 1999, with the mailing of such
notice to be approximately September 24, 1999.
BY ORDER OF THE BOARD OF DIRECTORS
Chris A. Choate
Secretary
September 25, 1998
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.
21
<PAGE>
APPENDIX A
DESCRIPTION OF THE AMERICREDIT CORP.
EMPLOYEE STOCK PURCHASE PLAN
GENERAL
In July 1994, the Board of Directors authorized the adoption of the
AmeriCredit Corp. Employee Stock Purchase Plan (the "Purchase Plan") and
reserved 500,000 shares of Common Stock for issuance thereunder. In November
1994, the Purchase Plan was approved by the Shareholders of the Company. On
April 28, 1998, the Stock Option/Compensation Committee amended the Purchase
Plan to increase the number of shares of Common Stock reserved under the
Purchase Plan from 500,000 to 1,000,000 shares (the "Amendment"). The
Amendment, which has been ratified by the Board of Directors, was effective
April 28, 1998 but is subject to shareholder approval. If approved by
shareholders at the 1998 Annual Meeting, the first sentence of paragraph 12(a)
of the Purchase Plan will be amended to provide as follows:
"The maximum number of shares of the Company's Common Stock which shall be
made available for sale under the Plan shall be 1,000,000 shares, subject
to adjustment upon changes in capitalization of the Company as provided in
paragraph 18."
The remaining language of paragraph 12 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 Purchase
Plan. The purpose of the Purchase Plan is to provide employees (including
officers) of the Company and its majority owned subsidiaries with an
opportunity to purchase Common Stock from the Company through payroll
deductions. The essential features of the Purchase Plan are outlined below.
OFFERING PERIOD
Offerings under the Purchase Plan have a duration of 24 months and commence
on the Monday immediately following the completion of the first payroll period
ending in December and June of each year, unless otherwise specified by the
Board of Directors. Each offering period is composed of four six-month
exercise periods. The Board of Directors has the power to alter the duration
of an offering period with respect to future offerings if announced at least
fifteen days prior to the scheduled beginning of the first offering period to
be affected.
GRANT AND EXERCISE OF OPTION
On the first day of an offering period (the "Enrollment Date"), the
participant is granted an option to purchase on each exercise date during such
offering period up to a number of whole shares of the Common Stock determined
by dividing 10% of the participant's Compensation (as defined in the Purchase
Plan) by the lower of (i) 85% of the fair market value of a share of the
Common Stock on the Enrollment Date or (ii) 85% of the fair market value of a
share of Common Stock on the exercise date, provided that the maximum number
of shares subject to such option during such offering period shall in no event
exceed 5,000 shares. The number of shares subject to such option shall be
reduced, if necessary, to maintain the limitations with respect to a
participant's ownership of stock and/or options to purchase stock possessing
5% or more of the total combined voting power or value of all classes of stock
of the Company or any subsidiary, and to restrict a participant's right to
purchase stock under the Purchase Plan to $25,000 in fair market value of such
stock (determined at the time the option is granted) for each calendar year in
which such option is outstanding at any time. Unless the employee's
participation is discontinued, his option for the purchase of shares will be
exercised automatically at the end of each six month exercise period within
the offering period at the applicable price. To the extent an employee's
payroll deductions exceed the amount required to purchase the shares subject
to option, such excess amount shall be held in such participant's account for
the next exercise period, unless such participant has withdrawn from the
offering period or unless such offering period has terminated with such
exercise date, in which case such amount shall be returned to the employee
without interest.
A-1
<PAGE>
SHARES AVAILABLE UNDER THE PURCHASE PLAN
If the Amendment is approved by shareholders, the total number of shares of
Common Stock that are issuable under the Purchase Plan will be 1,000,000,
subject to adjustment as described below under "Capital Changes."
ELIGIBILITY AND PARTICIPATION
Any employee who is customarily employed for at least 20 hours per week and
more than five months per calendar year by the Company or its majority owned
subsidiaries is eligible to participate in offerings under the Purchase Plan.
Employees become participants in the Purchase Plan by delivering to the
company a subscription agreement authorizing payroll deductions within the
specified period of time prior to the commencement of each offering period.
No employee is permitted to purchase shares under the Purchase Plan if such
employee owns 5% or more of the total combined voting power or value of all
classes of shares of stock of the Company (including shares that may be
purchased under the Purchase Plan or pursuant to any other options). In
addition, no employee is entitled to purchase more than $25,000 worth of
shares (based on the fair market value of the shares at the time the option is
granted) in any calendar year.
PURCHASE PRICE
The price at which shares are sold under the Purchase Plan is eighty-five
percent (85%) of the fair market value per share of Common Stock at either the
beginning of the offering period or at the end of each six-month exercise
period, whichever is lower.
PAYROLL DEDUCTIONS
The purchase price of the shares is accumulated by payroll deduction over
each offering period. The deductions may not be greater than 10% of a
participant's compensation. Compensation for purposes of the Purchase Plan
includes salary and commissions (excluding overtime, bonuses, special awards,
and reimbursements) plus bonuses, commissions and other incentive payments
paid during the immediately preceding twelve month period. A participant may
decrease or, within such limits, increase his or her rate of payroll
deductions at any time during the offering period.
All payroll deductions of a participant are credited to his or her account
under the Purchase Plan and are deposited with the general funds of the
Company. Such funds may be used for any corporate purpose pending the purchase
of shares. No charges for administrative or other costs may be made by the
Company against the payroll deductions.
ADMINISTRATION
The Purchase Plan is administered by the Board of Directors or a committee
appointed by the Board. Directors who are eligible employees are permitted to
participate in the Purchase Plan; provided, however, that (i) directors who
are eligible to participate in the Purchase Plan may not vote on any matter
affecting the administration or the grant of any option pursuant to the
Purchase Plan and (ii) if a committee is established to administer the
Purchase Plan, no committee member will be eligible to participate in the
Purchase Plan.
WITHDRAWAL FROM THE PLAN
A participant may terminate his or her interest in a given offering, or in a
given exercise period, by withdrawing all, but not less than all, of the
accumulated payroll deductions credited to such participant's account at any
time prior to the end of the offering period. The withdrawal of accumulated
payroll deductions automatically terminates the employee's interest in that
offering, or exercise period, as the case may be. As soon as practicable after
such withdrawal, the payroll deductions credited to a participant's account
are returned to the participant without interest.
A-2
<PAGE>
A participant's withdrawal from an offering does not have any effect upon
such participant's eligibility to participate in subsequent exercise periods
within the same offering period.
TERMINATION OF EMPLOYMENT
Termination of a participant's employment for any reason, including
retirement or death or the failure to remain in the continuous employ of the
Company for at least 20 hours per week (except for certain leaves of absence),
cancels his or her participation in the Purchase Plan immediately. In such
event, the payroll deductions credited to the participant's account will be
returned to the participant or in the case of death, to the person or persons
entitled thereto, without interest.
CAPITAL CHANGES
In the event of changes in the Common Stock of the Company due to stock
dividends or other changes in capitalization, or in the event of any merger,
sale or any other reorganization, appropriate adjustments will be made by the
Company to the shares subject to purchase and to the price per share.
NONASSIGNABILITY
No rights or accumulated payroll deductions of an employee under the Plan
may be pledged, assigned or transferred for any reason, and any such attempt
may be treated by the Company as an election to withdraw from the Purchase
Plan.
AMENDMENT AND TERMINATION OF THE PLAN
The Board of Directors of the Company may at any time amend or terminate the
Purchase Plan, except that such termination cannot affect options previously
granted nor may any amendment make any change in an existing option that
adversely affects the rights of any participant. No amendment may be made to
the Purchase Plan without prior approval of the shareholders of the Company if
such amendment would increase the number of shares that may be issued under
the Purchase Plan, permit payroll deductions at a rate in excess of 10% of a
participant's compensation, change the designation of the employees eligible
for participation in the Purchase Plan or constitute an amendment for which
shareholder approval is required in order to comply with Rule 16b-3, or any
successor rule.
TAX INFORMATION
The Purchase Plan and the right of participants to make purchases thereunder
is intended to qualify under the provisions of Sections 421 and 423 of the
Internal Revenue Code. Under these provisions, no income will be taxable to
participant at the time of grant of the option or purchase of shares. Upon
disposition of the shares, the participant will generally be subject to tax
and the amount of the tax will depend upon the holding period. If the shares
have been held by the participant for more than two years after the date of
option grant and one year from the date of option exercise, the lesser of (a)
the excess of the fair market value of the shares at the time of such
disposition over the option price, or (b) the excess of the fair market value
of the shares at the time the option was granted over the option price (which
option price will be computed as of the grant date) will be treated as
ordinary income, and any further gain will be treated as long-term capital
gain. If the shares are disposed of before the expiration of these holding
periods, the excess of the fair market value of the shares on the exercise
date over the option price will be treated as ordinary income, and any further
gain or loss on such disposition will be long or short-term capital gain or
loss, depending on the holding period. The Company is not entitled to a
deduction for amounts taxed as ordinary income or capital gain to a
participant except to the extent of ordinary income reported by participants
upon disposition of shares prior to the expiration of the holding period
described above.
The foregoing is only a summary of the effect of federal income taxation
upon the participant and the Company with respect to the shares purchased
under the Purchase Plan. Reference should be made to the
A-3
<PAGE>
applicable provisions of the Code. In addition, the summary does not discuss
the tax consequences of a participant's death or the income tax laws of any
state or foreign country in which the participant may reside.
OTHER INFORMATION
The Purchase Plan was effective in July 1994 and will terminate in July
2014, unless terminated earlier by the Board of Directors or extended by the
Board with the approval of shareholders.
As described above, substantially all employees of AmeriCredit are eligible
to participate in the Purchase Plan. As of June 30, 1998, approximately 950
employees were enrolled and participating, representing 68% of all AmeriCredit
employees eligible to participate. Otherwise, it is not possible to state the
number of shares of Common Stock that may be purchased under the Purchase Plan
by any individual (or groups of individuals) who may participate in the
Purchase Plan.
A-4
<PAGE>
APPENDIX B
1998 LIMITED STOCK OPTION PLAN
FOR
AMERICREDIT CORP.
1. Purpose. The purpose of this Plan is to advance the interests of
AmeriCredit Corp. and increase share value by providing additional incentives
to retain and motivate certain key employees upon whose efforts and judgment
its success is materially dependent.
2. Definitions. As used herein, the following terms shall have the meaning
indicated:
(a) "ACCOUNTANT'S REPORT DATE" shall mean the date of the report issued
by the Company's independent public accountants on the Company's financial
statements for the Fiscal Year ended immediately prior to the date of such
report.
(b) "AVAILABLE SHARES" shall mean, at each time of reference, the total
number of Shares described in SECTION 3 with respect to which the Committee
may grant an Option, all of which Available Shares shall be held in the
Company's treasury or shall be made available from authorized and unissued
Shares.
(c) "DILUTED EARNINGS PER SHARE" shall mean that number computed in
accordance with Generally Accepted Accounting Principles (GAAP) and
reported as such in the Company's consolidated financial statements.
(d) "BOARD" shall mean the Board of Directors of the Company.
(e) "CAUSE" shall mean the Optionee's willful misconduct or gross
negligence, as reasonably determined by the Committee in its sole
discretion.
(f) "CHANGE IN CONTROL" shall have the meaning specified in SECTION
10(B).
(g) "CLOSING PRICE" shall mean, as of a particular date, the closing sale
price of Shares, which shall be (i) if the Shares are listed or admitted
for trading on any United States national securities exchange, the last
reported sale price of the Shares on such exchange as reported in any
newspaper of general circulation or (ii) if the Shares are quoted on
NASDAQ, or any similar system of automated dissemination of quotations of
securities prices in common use, the mean between the closing high bid and
low asked quotations for such day on such system. If neither clause (i) nor
clause (ii) is applicable, it shall be the fair market value of the Shares
determined by any fair and reasonable means prescribed by the Committee.
(h) "CODE" shall mean the Internal Revenue Code of 1986, as now or
hereafter amended.
(i) "COMMITTEE" shall mean a Committee designated by the Board which
shall consist of not less than two members of the Board who shall be
appointed by, and shall serve at the pleasure of, the Board. Unless the
Board determines otherwise, the members of the Committee shall be "non-
employee directors" within the meaning of Rule 16b-3 of the General Rules
and Regulations of the Securities Exchange Act of 1934, and "outside
directors" within the meaning of Section 162(m) of the Code and the
regulations thereunder.
(j) "COMPANY" shall mean AmeriCredit Corp.
(k) "CUMULATIVE PERFORMANCE" shall mean the sum of the actual Diluted
Earnings Per Share for each Fiscal Year through the end of the Fiscal Year
next preceding the Accountant's Report Date with respect to which the
calculation is being made.
(l) "CUMULATIVE TARGET" shall mean the sum of the Performance Targets for
each Fiscal Year through the end of the Fiscal Year next preceding the
Accountant's Report Date with respect to which the calculation is being
made.
(m) "DATE OF GRANT" shall mean January 27, 1998, which is the date as of
which the Committee took formal action to approve the grant of the Options.
B-1
<PAGE>
(n) "DIRECTOR" shall mean a member of the Board.
(o) "DISABILITY" shall mean a Optionee's present incapacity resulting
from an injury or illness (either mental or physical) which, in the
reasonable opinion of the Committee based on such medical evidence as it
deems necessary, will result in death or can be expected to continue for a
period of at least twelve (12) months and will prevent the Optionee from
performing the normal services required of the Optionee by the Company,
provided, however, that such disability did not result, in whole or in
part: (i) from chronic alcoholism; (ii) from addiction to narcotics; (ii)
from a felonious undertaking; or (iv) from an intentional self-inflicted
wound.
(p) "EFFECTIVE DATE" shall mean January 27, 1998.
(q) "ELIGIBLE PERSON" shall mean Clifton H. Morris, Jr., Michael R.
Barrington, Daniel E. Berce, Edward H. Esstman and Michael T. Miller.
(r) "FISCAL YEAR" shall mean each twelve (12) month period beginning on
July 1 and ending on June 30 occurring during the period ending June 30,
2002, and shall be identified by reference to the calendar year in which it
ends.
(s) "INCREMENT (FIRST, SECOND, ETC)" shall mean the four separate 25%
increments into which each Option's Shares are hereby divided, and which
shall be referred to hereunder as the First Increment, Second Increment,
Third Increment and Fourth Increment and, without limitation, each such
Increment shall consist of that number of Shares equal to 25% of the
Original Shares.
(t) "OPTION" shall mean the nonqualified stock options which are granted
hereunder.
(u) "OPTIONEE" shall mean an Eligible Person to whom an Option is
granted.
(v) "OPTION PRICE" shall mean $24.00 per Share, which is 107.5% of the
Closing Price of $22.3125 on the Date of Grant.
(w) "ORIGINAL SHARES" shall mean the Shares subject to the Option of
reference on its Date of Grant.
(x) "PERFORMANCE TARGET" shall mean, with respect to each Fiscal Year
through the Fiscal Year 2002, the Diluted Earnings Per Share set forth in
whichever of Section 8(a)(i), 8(b)(i)(x), 8(c)(i)(x) or 8(d)(i) applies to
such Fiscal Year.
(y) "PLAN" shall mean this 1998 Limited Stock Option Plan For AmeriCredit
Corp.
(z) "SHARE(S)" shall mean a share of the Company's Common Stock, par
value $.01 per share, and any share or shares of capital stock or other
securities of the Company hereafter issued or issuable upon, in respect of
or in substitution or exchange for each such share.
(aa) "VEST" shall mean with respect to certain Shares subject to an
Option, that the Optionee has satisfied the conditions set forth in such
Option (including without limitation, the conditions set forth in this Plan
which are incorporated by reference in such Option) which entitle him to
exercise the Option with respect to such Shares.
3. Available Shares. As of January 27, 1998, Two Million Three Hundred
Thousand (2,300,000) Shares shall automatically, and without further action,
become Available Shares. To the extent any Option shall terminate, expire or
be canceled, the Available Shares subject to such Option shall no longer be
subject to the Plan.
4. Conditions for Grant of Options.
(a) Only Eligible Persons shall be granted Options, and in selecting the
Eligible Persons, and granting the Options, the Committee has taken into
consideration the contribution the Eligible Person has made or may be
reasonably expected to make to the success of the Company and such other
factors as the Committee determined to be important. The Committee reached its
decision after consulting with and receiving recommendations from officers and
other personnel of the Company with regard to these matters.
B-2
<PAGE>
(b) The Options granted to Eligible Persons are in addition to regular
salaries, retirement, life insurance or other benefits related to their
service to the Company, and do not confer upon Eligible Persons any right to
continuance of employment by the Company; and provided, further, that nothing
herein shall be deemed to limit the ability of the Company to enter into any
other compensation arrangements with any Eligible Person.
(c) The Committee shall determine in each case whether periods of military
or government service shall constitute a continuation of employment for the
purposes of this Plan or any Option.
5. Grant of Options. On the Date of Grant, the Committee has granted
Eligible Employees Options to purchase the following number of Available
Shares:
<TABLE>
<CAPTION>
AVAILABLE SHARES
SUBJECT TO
OPTIONEE OPTION
-------- ----------------
<S> <C>
Clifton H. Morris Jr.................................... 568,000
Michael R. Barrington................................... 568,000
Daniel E. Berce......................................... 568,000
Edward H. Esstman....................................... 396,000
Michael T. Miller....................................... 200,000
</TABLE>
These are the only Options which will be issued under the Plan. An Option
granted hereunder shall be evidenced by a written agreement that shall contain
such provisions as shall be selected by the Committee, not inconsistent with
the terms of this Plan, and which may incorporate the terms of this Plan by
reference.
6. Payment of Option Price. The Option Price shall be paid solely in cash,
by certified or cashier's check, by wire transfer, by money order, with
Shares, or by a combination of the above; provided, however, that the
Committee may accept a personal check in full or partial payment of any
Shares. If the Option Price is paid in whole or in part with Shares, the value
of the Shares surrendered shall be their Closing Price on the date they are
surrendered.
7. Exercise of Options. An Option shall be deemed exercised when (i) the
Committee has received written notice of such exercise in accordance with the
terms of the Option, and (ii) full payment of the aggregate Option Price of
the Shares as to which the Option is exercised has been made.
8. Exercisability of Options. An Option shall Vest in accordance with the
following Vesting schedule:
(a) Each Option shall become Vested with respect to its First Increment
on the first to occur of (i) the Accountant's Report Date following the
1999 Fiscal Year if the Company's Diluted Earnings Per Share for the 1999
Fiscal Year shall equal or exceed $2.42, or (ii) the first subsequent
Accountant's Report Date (if any) on which the Cumulative Performance
equals or exceeds the Cumulative Target with respect to such Accountant's
Report Date.
(b) Each Option shall become Vested with respect to its Second Increment
on the first to occur of (i) the Accountant's Report Date following the
2000 Fiscal Year if either (x) the Company's Diluted Earnings Per Share for
the 2000 Fiscal Year shall equal or exceed $3.05, or (y) the Cumulative
Performance equals or exceeds the Cumulative Target with respect to such
Accountant's Report Date, or (ii) the first subsequent Accountant's Report
Date (if any) on which the Cumulative Performance equals or exceeds the
Cumulative Target with respect to such Accountant's Report Date.
(c) Each Option shall become Vested with respect to its Third Increment
on the first to occur of (i) the Accountant's Report Date following the
2001 Fiscal Year if either (x) the Company's Diluted Earnings Per Share for
the 2001 Fiscal Year shall equal or exceed $3.78, or (y) the Cumulative
Performance equals or exceeds the Cumulative Target with respect to such
Accountant's Report Date, or (ii) the first subsequent Accountant's Report
Date (if any) on which the Cumulative Performance equals or exceeds the
Cumulative Target with respect to such Accountant's Report Date.
B-3
<PAGE>
(d) Each Option shall become Vested with respect to its Fourth Increment
on the Accountant's Report Date following the 2002 Fiscal Year if either
(i) the Company's Diluted Earnings Per Share for the 2002 Fiscal Year shall
equal or exceed $4.73, or (ii) the Cumulative Performance equals or exceeds
the Cumulative Target for such Accountant's Report Date.
(e) On January 1, 2005 each Option shall become Vested with respect to
all of the Original Shares (i.e. with respect to all Increments) which have
not previously become Vested.
9. Termination of Option Period.
(a) The unexercised portion of an Option shall automatically and without
notice terminate and become null and void at the time of the earliest to occur
of the following:
(i) ninety (90) days after the date that Optionee ceases to be employed
by the Company regardless of the reason therefor, other than a cessation by
reason of death, Disability or for Cause;
(ii) one (1) year after the date on which the Optionee ceases to be
employed by the Company by reason of Disability;
(iii) (y) one (1) year after the date that Optionee ceases to be employed
by the Company by reason of death, or (z) the later of (I) the date
provided in whichever of SUBSECTION 9(A)(I) OR 9(A)(II), if any, apply on
the date of death, and (II) six (6) months after the date on which such
person shall die if that shall occur during whichever of the periods
described in SUBSECTION 9(A)(I) OR 9(A)(II), if any, apply on the date of
death;
(iv) the date that Optionee ceases to be employed by the Company, if such
cessation is for Cause; and
(v) January 26, 2005.
(b) In the event of the consummation of any of the transactions described in
SUBSECTION 10(A), the Committee may, by giving written notice ("CANCELLATION
NOTICE"), cancel, all or any portion of such Option which remains unexercised
on such date. Such Cancellation Notice shall be given a reasonable period of
time (but not less than 15 days) prior to the proposed date of such
cancellation, and may be given either before or after the consummation of such
transaction.
10. Change in Control.
(a) In the event of a Change in Control, each Option granted under the Plan
shall become fully Vested.
(b) For purposes hereof, a "Change in Control" shall be deemed to have
occurred as of the date on which an event described in any one or more of the
following paragraphs shall have occurred:
(i) any Person is or becomes the Beneficial Owner, directly or
indirectly, of securities of the Company (not including in the securities
beneficially owned by such Person any securities acquired directly from the
Company or its Affiliates) representing 30% or more of the combined voting
power of the Company's then outstanding securities, excluding any Person
who becomes such a Beneficial Owner in connection with a transaction
described in clause (I) of paragraph (iii) below; or
(ii) the following individuals cease for any reason to constitute a
majority of the number of directors then serving: individuals who, on
January 27, 1998 constitute the Board and any new director (other than a
director whose initial assumption of office is in connection with an actual
or threatened election contest, including but not limited to a consent
solicitation, relating to the election of directors of the Company) whose
appointment or election by the Board or nomination for election by the
Company's stockholders was approved or recommended by a vote of at least
two-thirds ( 2/3) of the directors then still in office who either were
directors on January 27, 1998 or whose appointment, election or nomination
for election was previously so approved or recommended; or
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(iii) there is consummated a merger or consolidation of the Company or
any direct or indirect subsidiary of the Company with any other
corporation, other than (I) a merger or consolidation which would result in
the voting securities of the Company outstanding immediately prior to such
merger or consolidation continuing to represent (either by remaining
outstanding or by being converted into voting securities of the surviving
entity or any parent thereof) at least 60% of the combined voting power of
the securities of the Company or such surviving entity or any parent
thereof outstanding immediately after such merger or consolidation or (II)
a merger or consolidation effected to implement a recapitalization of the
Company (or similar transaction) in which no Person is or becomes the
Beneficial Owner, directly or indirectly, of securities of the Company (not
including in the securities Beneficially Owned by such Person any
securities acquired directly from the Company or its Affiliates other than
in connection with the acquisition by the Company or its Affiliates of a
business) representing 30% or more of the combined voting power of the
Company's then outstanding securities; or
(iv) the stockholders of the Company approve a plan of complete
liquidation or dissolution of the Company or there is consummated an
agreement for the sale or disposition by the Company of all or
substantially all of the Company's assets, other than a sale or disposition
by the Company of all or substantially all of the Company's assets to an
entity, at least 60% of the combined voting power of the voting securities
of which are owned by stockholders of the Company in substantially the same
proportions as their ownership of the Company immediately prior to such
sale.
(v) For purposes hereof:
"AFFILIATE" shall have the meaning set forth in Rule 12b-2
promulgated under Section 12 of the Exchange Act.
"BENEFICIAL OWNER" shall have the meaning set forth in Rule 13d-3
under the Exchange Act.
"EXCHANGE ACT" shall mean the Securities Exchange Act of 1934, as
amended from time to time.
"PERSON" shall have the meaning given in Section 3(a)(9) of the
Exchange Act, as modified and used in Sections 13(d) and 14(d) thereof,
except that such term shall not include (I) the Company or any of its
subsidiaries, (II) a trustee or other fiduciary holding securities
under an employee benefit plan of the Company or any of its Affiliates,
(III) an underwriter temporarily holding securities pursuant to an
offering of such securities or (IV) a corporation owned, directly or
indirectly, by the stockholders of the Company in substantially the
same proportions as their ownership of stock of the Company.
11. Adjustment of Available Shares. If at any time while the Plan is in
effect or Options are outstanding, there shall be any increase or decrease in
the number of issued and outstanding Shares through the declaration of a stock
dividend or through any recapitalization resulting in a stock split-up,
combination or exchange of Shares, then and in such event:
(a) appropriate adjustment shall be made in (i) the maximum number of
Available Shares which may be granted under SECTION 3, and in the Available
Shares which are then subject to each Option, so that the same proportion
of the Company's issued and outstanding Shares shall continue to be subject
to grant under SECTION 3, and to such Option, and (ii) the Performance
Targets specified in Section 8, so as to reasonably correlate the
Performance Targets to any increase or decrease in Available Shares which
are then subject to each Option.
(b) in addition, and without limitation, in the case of each Option which
requires the payment of consideration by the Optionee in order to acquire
Shares, an appropriate adjustment shall be made in the Option Price so that
(i) the aggregate consideration to acquire all of the Shares subject to the
Option remains the same and, (ii) so far as possible, as reasonably
determined by the Committee in its sole discretion, the cost of acquiring
each Share subject to such Option remains the same;
(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
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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 Shares subject to Options granted under the Plan; and
(d) Without limiting the generality of the foregoing, the existence of
outstanding Options shall not affect in any manner the right or power of
the Company to make, authorize or consummate (1) any or all adjustments,
recapitalization, reorganizations or other changes in the Company's capital
structure or its business; (2) any merger or consolidation of the Company;
(3) any issue by the Company of debt securities, or preferred or preference
stock which would rank above the Available Shares subject to outstanding
Options; (4) the dissolution or liquidation of the Company; (5) any sale,
transfer or assignment of all or any part of the assets or business of the
Company; or (6) any other corporate act or proceeding, whether of a similar
character or otherwise.
12. Transferability of Options. Each Option shall be transferable by the
Optionee (a) by will or the laws of descent and distribution, or, in whole or
in part, without payment of consideration, (b) to immediate family members of
the Optionee, (c) to trusts for such family members, (d) to partnerships whose
only partners are such family members, or (e) except as prohibited by Rule
16b-3, to a person or other entity for which the Optionee is entitled to a
deduction for a "charitable contribution" under Section 170(a)(i) of the Code
(provided, in each transfer described in (b) through (e), that no further
transfer by any such permitted transferee(s) shall be permitted); provided,
further, that in the case of a transfer described in any of (b) through (e),
the exercise of the Option will remain the power and responsibility of the
Optionee and that so long as the Optionee lives, only such Optionee (even if
pursuant to the legal direction of the person to whom a charitable
contribution has been made) or his guardian or legal representative shall have
the rights set forth in such Option. Any attempted assignment, transfer,
pledge, hypothecation, or other disposition of an Option contrary to the
provisions hereof, or the levy of any execution, attachment, or similar
process upon an Option shall be null and void and without effect.
13. Issuance of Shares. No Optionee shall be, or have any of the rights or
privileges of, the owner of Shares subject to an Option unless and until
certificates representing such Shares shall have been issued and delivered to
such Optionee or other person. As a condition of any issuance of Shares, the
Committee may obtain such agreements or undertakings, if any, as the Committee
may deem necessary or advisable to assure compliance with any such law or
regulation including, but not limited to, the following:
(a) a representation, warranty or agreement by the Optionee at the time
any Shares are transferred, that he is acquiring the Shares to be issued to
him for investment and not with a view to, or for sale in connection with,
the distribution of any such Shares; and
(b) a representation, warranty or agreement to be bound by any legends
that are, in the opinion of the Committee, necessary or appropriate to
comply with the provisions of any securities law deemed by the Committee to
be applicable to the issuance of the Shares and are endorsed upon the Share
certificates.
Share certificates issued to the Optionee receiving such Shares who are
parties to any shareholders agreement or any similar agreement shall bear the
legends contained in such agreements. Notwithstanding any provision hereof to
the contrary, no Shares shall be required to be issued with respect to an
Option unless counsel for the Company shall be reasonably satisfied that such
issuance will be in compliance with applicable Federal or state securities
laws.
14. Administration.
The Plan shall be administered by the Committee.
(a) Committee Meetings. Any and all determinations and interpretations of
the Committee shall be made either (w) by a majority vote of the Committee
members at a meeting duly called, or (x) without a meeting, by the written
approval of all members of the Committee.
(b) Powers of the Committee. Subject to the provisions of the Plan, the
Committee, from time to time, may adopt rules and regulations for carrying out
the purposes of the Plan. The determinations under, and the interpretations
of, any provision of the Plan or an Option by the Committee shall, in all
cases, be in its sole
B-6
<PAGE>
discretion, and shall be final and conclusive. Without limiting the generality
of the foregoing, the Committee, in its sole discretion, shall have the
authority: to (i) conclusively interpret the Plan provisions; (ii) prescribe,
amend and rescind rules and regulations relating to the Plan and make
individual decisions as questions arise, including, without limitation, the
acceleration of the Vesting date, or both; (iii) rely upon employees of the
Company for such clerical and record-keeping duties as may be necessary in
connection with the administration of the Plan; and (iv) make all other
determinations and take all other actions necessary or advisable for the
administration of the Plan.
(c) Effect of Committee's Decision. All decisions, determinations and
interpretations of the Committee shall be final and binding on all Optionees
of any Options granted under the Plan.
(d) Indemnification. No member of the Committee shall be liable for any
action taken or omitted to be taken by him or by any other member of the
Committee with respect to the Plan, and to the extent of liabilities not
otherwise insured under a policy purchased by the Company, the Company does
hereby indemnify and agree to defend and save harmless any member of the
Committee with respect to any liabilities asserted or incurred in connection
with the exercise and performance of their powers and duties hereunder, unless
such liabilities are judicially determined to have arisen out of such member's
gross negligence, fraud or bad faith. Such indemnification shall include
attorney's fees and all other costs and expenses reasonably incurred in
defense of any action arising from such act of commission or omission. Nothing
herein shall be deemed to limit the Company's ability to insure itself with
respect to its obligations hereunder.
15. Tax Withholding. On or immediately prior to the date on which an Option
is exercised, the Optionee shall be required to pay to the Company, in cash or
in Shares (including, but not limited to, the reservation to the Company of
the requisite number of Shares otherwise payable to such Optionee with respect
to such Option) the amount which the Company reasonably determines to be
necessary in order for the Company to comply with applicable federal or state
tax withholding requirements, and the collection of employment taxes, if
applicable; provided, further, that the Committee may require that such
payment be made in cash.
16. Interpretation. If any provision of the Plan is held invalid for any
reason, such holding shall not affect the remaining provisions hereof, but
instead the Plan shall be construed and enforced as if such provision had
never been included in the Plan.
(a) THIS PLAN SHALL BE GOVERNED BY THE LAWS OF THE STATE OF TEXAS.
(b) Headings contained in this Agreement are for convenience only and
shall in no manner be construed as part of this Plan.
(c) Any reference to the masculine, feminine, or neuter gender shall be a
reference to such other gender as is appropriate.
17. Amendment and Discontinuation of the Plan. The Board, or the Committee
(subject to the prior written authorization of the Board), may from time to
time amend or terminate the Plan or any Option; provided, however, that
(except to the extent provided in SECTION 11 hereof) no such amendment may,
without approval by the shareholders of the Company, (A) increase the number
of Available Shares or change the class of Eligible Persons, (B) permit the
granting of Options which expire beyond the maximum period described in
SUBSECTION 9(A)(V), or (C) extend the termination date of the Plan as set
forth in SECTION 18; and provided, further, that (except to the extent
provided in SUBSECTION 9(B) hereof) no amendment or termination of the Plan or
any Option issued hereunder shall, except as specifically permitted in any
Option, substantially impair any Option previously granted to any Optionee
without the consent of such Optionee.
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<PAGE>
18. Effective Date and Termination Date. The Plan shall be effective as of
its Effective Date, and shall terminate on January 26, 2005.
AmeriCredit Corp.
_____________________________________
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<PAGE>
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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 11, 1998, at the Annual Meeting of Shareholders of the Company to be
held on November 4, 1998, 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, "FOR" PROPOSAL 4, AND THE PROXIES WILL
USE THEIR DISCRETION WITH RESPECT TO ANY MATTERS REFERRED TO IN PROPOSAL 5.
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FOLD AND DETACH HERE
<PAGE>
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Please mark
your votes as [X]
indicated in
this example
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 WITHHOLD AUTHORITY to vote
listed below [ ] for all nominees listed below [ ]
Nominees: Clifton H. Morris, Jr., Michael R. Barrington, Daniel E.
Berce, Edward H. Eastman, A.R. Dike, 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.)
------------------------------------------------------------------------
Proposal to amend the 3. Proposal to adopt the 1998
AmeriCredit Corp. Employee Limited Stock Option Plan
Stock Purchase Plan. For AmeriCredit Corp.
FOR AGAINST ABSTAIN FOR AGAINST ABSTAIN
[ ] [ ] [ ] [ ] [ ] [ ]
4. Proposal to ratify the appointment of PricewaterhouseCoopers
as accountants for the fiscal year ending June 30, 1999.
FOR AGAINST ABSTAIN
[ ] [ ] [ ]
5. 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: , 1998
--------------------------
---------------------------------------
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
