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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
______________________
SCHEDULE 13D
(Amendment No. 3)
Under the Securities Exchange Act of 1934
Americredit Corp.
(Name of Issuer)
Common Stock, Par Value $.01
(Title of Class of Securities)
03060R101
(CUSIP Number)
Peter A. Nussbaum, Esq.
Schulte Roth & Zabel LLP
900 Third Avenue
New York, New York 10022
(212) 756-2000
(Name, address and telephone number of person
authorized to receive notices and communications)
March 6, 1998
(Date of event which requires filing of this statement)
If the filing person has previously filed a statement on Schedule
13G to report the acquisition which is the subject of this Schedule 13D,
and is filing this schedule because of Rule 13d-1(b)(3) or (4), check
the following box [ ].
Check the following box if a fee is being paid with the statement
[ ]. (A fee is not required only if the reporting person: (1) has a
previous statement on file reporting beneficial ownership of more than
five percent of the class of securities described in Item 1; and (2) has
filed no amendment subsequent thereto reporting beneficial ownership of
five percent or less of such class.) (See Rule 13d-7.)
NOTE: Six copies of this statement, including all exhibits,
should be filed with the Commission. See Rule 13d-1(a) for other
parties to whom copies are to be sent.
* The remainder of this cover page shall be filled out for a
reporting person's initial filing on this form with respect to the
subject class of securities, and for any subsequent amendment containing
information which would alter the disclosures provided in a prior cover
page.
The information required in the remainder of this cover page shall
not be deemed to be "filed" for purposes of Section 18 of the Securities
Exchange Act of 1934 ("Act") or otherwise subject to the liabilities of
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that section of the Act but shall be subject to all other provisions of
the Act (however, see the Notes).
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SCHEDULE 13D/A
CUSIP No. 03060R101 Page 2 of 14 Pages
1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
VGH Partners, L.L.C.
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A (a) [x]
GROUP* (b) [ ]
3 SEC USE ONLY
4 SOURCE OF FUNDS*
WC OO
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS [ ]
IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e)
6 CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
NUMBER OF 7 SOLE VOTING POWER
SHARES 0
BENEFICIALLY 8 SHARED VOTING POWER
OWNED BY EACH 517,700
9 SOLE DISPOSITIVE POWER
REPORTING 0
PERSON
WITH 10 SHARED DISPOSITIVE POWER
517,700
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH
REPORTING PERSON
517,700
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) [ ]
EXCLUDES CERTAIN SHARES*
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW
(11)
1.7%
14 TYPE OF REPORTING PERSON*
OO
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SCHEDULE 13D/A
CUSIP No. 03060R101 Page 3 of 14 Pages
1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Vinik Partners, L.P.
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A (a) [x]
GROUP* (b) [ ]
3 SEC USE ONLY
4 SOURCE OF FUNDS*
WC OO
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS [ ]
IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e)
6 CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
NUMBER OF 7 SOLE VOTING POWER
SHARES 0
BENEFICIALLY 8 SHARED VOTING POWER
OWNED BY EACH 517,700
9 SOLE DISPOSITIVE POWER
REPORTING 0
PERSON
WITH 10 SHARED DISPOSITIVE POWER
517,700
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH
REPORTING PERSON
517,700
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) [ ]
EXCLUDES CERTAIN SHARES*
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW
(11)
1.7%
14 TYPE OF REPORTING PERSON*
PN
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SCHEDULE 13D/A
CUSIP No. 03060R101 Page 4 of 14 Pages
1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Vinik Asset Management, L.P.
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A (a) [x]
GROUP* (b) [ ]
3 SEC USE ONLY
4 SOURCE OF FUNDS*
OO
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS [ ]
IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e)
6 CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
NUMBER OF 7 SOLE VOTING POWER
SHARES 0
BENEFICIALLY 8 SHARED VOTING POWER
OWNED BY EACH 727,300
9 SOLE DISPOSITIVE POWER
REPORTING 0
PERSON
WITH 10 SHARED DISPOSITIVE POWER
727,300
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH
REPORTING PERSON
727,300
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) [ ]
EXCLUDES CERTAIN SHARES*
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW
(11)
2.4%
14 TYPE OF REPORTING PERSON*
PN
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SCHEDULE 13D/A
CUSIP No. 03060R101 Page 5 of 14 Pages
1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Jeffrey N. Vinik
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A (a) [x]
GROUP* (b) [ ]
3 SEC USE ONLY
4 SOURCE OF FUNDS*
AF OO
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS [ ]
IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e)
6 CITIZENSHIP OR PLACE OF ORGANIZATION
United States
NUMBER OF 7 SOLE VOTING POWER
SHARES 0
BENEFICIALLY 8 SHARED VOTING POWER
OWNED BY EACH 1,245,000
9 SOLE DISPOSITIVE POWER
REPORTING 0
PERSON
WITH 10 SHARED DISPOSITIVE POWER
1,245,000
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH
REPORTING PERSON
1,245,000
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) [ ]
EXCLUDES CERTAIN SHARES*
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW
(11)
4.2%
14 TYPE OF REPORTING PERSON*
IN
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SCHEDULE 13D/A
CUSIP No. 03060R101 Page 6 of 14 Pages
1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Michael S. Gordon
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A (a) [x]
GROUP* (b) [ ]
3 SEC USE ONLY
4 SOURCE OF FUNDS*
AF OO
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS [ ]
IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e)
6 CITIZENSHIP OR PLACE OF ORGANIZATION
United States
NUMBER OF 7 SOLE VOTING POWER
SHARES 0
BENEFICIALLY 8 SHARED VOTING POWER
OWNED BY EACH 1,245,000
9 SOLE DISPOSITIVE POWER
REPORTING 0
PERSON
WITH 10 SHARED DISPOSITIVE POWER
1,245,000
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH
REPORTING PERSON
1,245,000
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) [ ]
EXCLUDES CERTAIN SHARES*
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW
(11)
4.2%
14 TYPE OF REPORTING PERSON*
IN
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SCHEDULE 13D/A
CUSIP No. 03060R101 Page 7 of 14 Pages
1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Mark D. Hostetter
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A (a) [x]
GROUP* (b) [ ]
3 SEC USE ONLY
4 SOURCE OF FUNDS*
AF OO
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS [ ]
IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e)
6 CITIZENSHIP OR PLACE OF ORGANIZATION
United States
NUMBER OF 7 SOLE VOTING POWER
SHARES 0
BENEFICIALLY 8 SHARED VOTING POWER
OWNED BY EACH 1,245,000
9 SOLE DISPOSITIVE POWER
REPORTING 0
PERSON
WITH 10 SHARED DISPOSITIVE POWER
1,245,000
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH
REPORTING PERSON
1,245,000
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) [ ]
EXCLUDES CERTAIN SHARES*
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW
(11)
4.2%
14 TYPE OF REPORTING PERSON*
IN
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SCHEDULE 13D/A
CUSIP No. 03060R101 Page 8 of 14 Pages
1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Vinik Asset Management, L.L.C.
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A (a) [x]
GROUP* (b) [ ]
3 SEC USE ONLY
4 SOURCE OF FUNDS*
OO
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS [ ]
IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e)
6 CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
NUMBER OF 7 SOLE VOTING POWER
SHARES 0
BENEFICIALLY 8 SHARED VOTING POWER
OWNED BY EACH 727,300
9 SOLE DISPOSITIVE POWER
REPORTING 0
PERSON
WITH 10 SHARED DISPOSITIVE POWER
727,300
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH
REPORTING PERSON
727,300
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) [ ]
EXCLUDES CERTAIN SHARES*
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW
(11)
2.4%
14 TYPE OF REPORTING PERSON*
OO
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13D/A Page 9 of 14 Pages
This Amendment No. 3 amends the statement on Schedule 13D which was
filed on November 10, 1997 (the "Schedule 13D") by the undersigned and
most recently amended by Amendment No. 2 which was filed on February 24,
1998 ("Amendment No. 2") with respect to the common stock, $.01 par
value per share (the "Common Stock"), issued by Americredit Corp., Inc.,
a Texas corporation (the "Company"). Capitalized terms used herein and
not otherwise defined in this Amendment have the meanings set forth in
the Schedule 13D.
Except as specifically provided herein, this Amendment does not
modify any of the information previously reported on Schedule 13D.
* * *
The following paragraph of Item 5 is hereby amended and restated as
follows:
ITEM 5. INTEREST IN SECURITIES OF THE ISSUER.
(a) The approximate aggregate percentage of shares of Common
Stock reported beneficially owned by each person herein is based on
29,993,188 shares outstanding, which is the total number of shares of
Common Stock outstanding as of January 31, 1998, as reflected in the
Company's quarterly report on Form 10-Q filed with the Securities and
Exchange Commission (the "Commission") for the quarter ended December
31, 1997 (which is the most recent Form 10-Q).
As of the close of business on March 6, 1998:
(i) Vinik Partners owns beneficially 517,700 shares of
Common Stock, constituting approximately 1.7% of the shares outstanding.
(ii) VAM LP owns directly no shares of Common Stock. By
reason of the provisions of Rule 13d-3 of the Securities Exchange Act of
1934, as amended (the "Act"), VAM LP may be deemed to own beneficially
686,700 shares (constituting approximately 2.3% of the shares
outstanding) held by Vinik Overseas, and 40,600 shares of Common Stock
(constituting approximately 0.1% of the shares outstanding) held by the
Discretionary Account, which, when aggregated, total 727,300 shares of
Common Stock, constituting approximately 2.4% of the shares outstanding.
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Page 10 of 14 Pages
(iii) Messrs. Vinik, Gordon and Hostetter each directly
owns no shares of Common Stock. By reason of the provisions of Rule
13d-3 of the Act, each may be deemed to beneficially own the 517,700
shares beneficially owned by Vinik Partners, the 686,700 shares
beneficially owned by Vinik Overseas, and the 40,600 shares beneficially
owned by the Discretionary Account. Such shares total 1,245,000 shares
of Common Stock, constituting approximately 4.2% of the shares
outstanding.
(iv) VGH owns directly no shares of Common Stock. By
reason of the provisions of Rule 13d-3 of the Act, VGH may be deemed to
own beneficially the 517,700 shares beneficially owned by Vinik
Partners, constituting approximately 1.7% of the shares outstanding.
(v) VAM LLC owns directly no shares of Common Stock. By
reasons of the provisions of Rule 13d-3 of the Act, VAM LLC may be
deemed to own the 686,700 shares beneficially owned by Vinik Overseas
and the 40,600 shares beneficially owned by the Discretionary Account.
When the shares beneficially owned by Vinik Overseas and the
Discretionary Account are aggregated they total 727,300 shares of Common
Stock, constituting approximately 2.4% of the shares outstanding.
(vi) In the aggregate, the Reporting Persons beneficially
own a total of 1,245,000 shares of Common Stock, constituting
approximately 4.2% of the shares outstanding.
* * *
The following paragraph of Item 5 is hereby supplemented as follows:
ITEM 5. INTEREST IN SECURITIES OF THE ISSUER.
(c) The trade dates, number of shares of Common Stock purchased
or sold and price per share for all transactions in the Common Stock
from February 24, 1998 until March 6, 1998 by Vinik Partners and by VAM
LP, on behalf of Vinik Overseas and the Discretionary Account, are set
forth in Schedules A, B and C. All such transactions were open market
transactions effected on the New York Stock Exchange.
* * *
The following paragraph is hereby added to Item 5:
ITEM 5. INTEREST IN SECURITIES OF THE ISSUER.
(e) As of February 27, 1998 the Reporting Persons ceased to be
the beneficial owners of more than five percent of the Company's Common
Stock.
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Page 11 of 14 Pages
SIGNATURES
After reasonable inquiry and to the best of our knowledge and
belief, the undersigned certify that the information set forth in this
statement is true, complete and correct.
DATED: March 9, 1998 /s/ Jeffrey N. Vinik,
. JEFFREY N. VINIK, individually
and as senior managing member of
VGH Partners, L.L.C., on behalf
of VINIK PARTNERS, L.P.
/s/ Jeffrey N. Vinik
Jeffrey N. Vinik, as senior managing
member of Vinik Asset Management, L.L.C.,
on behalf of VINIK ASSET MANAGEMENT, L.P.
/s/ Jeffrey N. Vinik
Jeffrey N. Vinik, as senior managing
member of VGH PARTNERS, L.L.C. and
VINIK ASSET MANAGEMENT, L.L.C.
/s/ Michael S. Gordon, individually
MICHAEL S. GORDON
/s/ Mark D. Hostetter, individually
MARK D. HOSTETTER
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Page 12 of 14 Pages
Schedule A
Vinik Partners, L.P.
Transactions in the Common Stock
Price Per Share
Date of Number of (including
Transaction Shares Purchased/(Sold) Commissions, if any)
_____________________________________________________________________
2/25/98 (34,700) $26.8604
2/26/98 (4,100) 27.5041
2/27/98 (10,000) 27.4824
3/02/98 (2,000) 26.3166
3/03/98 (12,500) 26.0585
3/04/98 (20,700) 26.8047
3/05/98 (24,900) 25.9668
3/06/98 (40,800) 26.5956
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Page 13 of 14 Pages
Schedule B
Vinik Asset Management, L.P.
on behalf of
Vinik Overseas Fund, Ltd.
Transactions in the Common Stock
Price Per Share
Date of Number of (including
Transaction Shares Purchased/(Sold) Commissions, if any)
____________________________________________________________________
2/25/98 (46,100) $26.8604
2/26/98 (5,500) 27.5041
2/27/98 (13,200) 27.4824
3/02/98 (2,800) 26.3166
3/03/98 (16,500) 26.0585
3/04/98 (27,600) 26.8047
3/05/98 (33,100) 25.9668
3/06/98 (54,200) 26.5956
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Page 14 of 14 Pages
Schedule C
Vinik Asset Management, L.P.
on behalf of the
Discretionary Account
Transactions in the Common Stock
Price Per Share
Date of Number of (including
Transaction Shares Purchased/(Sold) Commissions, if any)
____________________________________________________________________
2/25/98 (2,700) $26.8604
2/26/98 (400) 27.5041
2/27/98 (800) 27.4824
3/02/98 (200) 26.3166
3/03/98 (1,000) 26.0585
3/04/98 (1,700) 26.8047
3/05/98 (2,000) 25.9668
3/06/98 (3,300) 26.5956
