<PAGE>
================================================================================
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of
The Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): September 7, 1999
----------------------
AMERICREDIT CORP.
-----------------
(Exact name of registrant as specified in its charter)
Texas 1-10667 75-2291093
- --------------------------------- ---------------- ----------------------
(State or other jurisdiction of (Commission File (IRS Employer
incorporation) Number) Identification No.)
801 Cherry Street, Suite 3900, Fort Worth, Texas 76102
- --------------------------------------------------------------------------------
(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code: (817) 302-7000
--------------------------
- --------------------------------------------------------------------------------
(Former name or former address, if changed since last report)
================================================================================
<PAGE>
ITEM 5. OTHER EVENTS
I. Amendment of Rights Plan
On September 7, 1999, the Board of Directors of AmeriCredit Corp. (the
"Company") approved certain amendments to the Rights Agreement, dated as of
August 28, 1997, between the Company and ChaseMellon Shareholder Services,
L.L.C., as Rights Agent ("ChaseMellon"). Amendment No. 1 to Rights Agreement
between the Company and ChaseMellon was entered into as of September 9, 1999.
Generally, the amendments to the Rights Agreement, as contained in
Amendment No. 1 thereto, remove certain limited "deadhand" provisions contained
in the Rights Agreement.
The foregoing summary of amendments to the Rights Agreement does not
purport to be complete and is qualified in its entirety by reference to the
Amendment No. 1 to Rights Agreement filed herewith as Exhibit 4.1, which is
hereby incorporated by reference.
II. Amendment to Bylaws
On September 7, 1999, the Board of Directors of the Company adopted
amendments (the "Amendments") to the Company's bylaws relating to the number and
term of directors. In general, the Amendments provide for the classification of
the Board of Directors into three (3) classes, as nearly equal in number as
possible. One class will be originally elected at the annual meeting of
shareholders to be held in 1999 for a term expiring at the annual meeting of
shareholders to be held in 2000, another class will be originally elected at the
annual meeting of shareholders to be held in 1999 for a term expiring at the
annual meeting of shareholders to be held in 2001, and another class will be
originally elected at the annual meeting of shareholders to be held in 1999 for
a term expiring at the annual meeting of shareholders to be held in 2002. At
each annual meeting of shareholders occurring after the 1999 annual meeting of
shareholders, the successors of the class of directors whose term expires at
that meeting shall be elected to hold office for a term expiring at the annual
meeting of shareholders held in the third year following the year of their
election.
The foregoing summary of the Amendments does not purport to be complete and
is qualified in its entirety by reference to the Bylaw Amendments filed herewith
as Exhibit 3.1, which is incorporated by reference.
<PAGE>
ITEM 7 (c). Exhibits
The following exhibits are furnished in accordance with Item 601 of
Regulation S-K
(3) Bylaws:
3.1 Bylaw Amendments adopted September 7, 1999 by the Company's
Board of Directors.
(4) Instruments defining the rights of security holders, including
indentures:
4.1 Amendment No. 1 to Rights Agreement, dated as of September 9,
1999, between AmeriCredit Corp. and ChaseMellon Shareholder
Services, L.L.C.
<PAGE>
SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, the
registrant has duly caused this report to be signed on its behalf by the
undersigned, thereunto duly authorized.
Dated: September 9, 1999
AmeriCredit Corp.
By: /s/ Daniel E. Berce
Name: Daniel E. Berce
Title: Vice Chairman of the Board and
Chief Financial Officer
Sec:form8-k
<PAGE>
INDEX TO EXHIBITS
Exhibit Sequentially
No. Exhibit Number Page
----------- --------------------------------------------------- ------------
3.1 Bylaw Amendment
4.1 Amendment No. 1 to Rights Agreement
<PAGE>
EXHIBIT 3.1
Section 1 of Article III of the Bylaws is amended to read in its entirety
as follows:
Section 1. Number and Term. The number of directors which shall
--------- ---------------
constitute the whole Board of Directors shall be not less than three (3) nor
more than fifteen (15), the exact number to be fixed from time to time by
resolution of the Board of Directors. The directors shall be classified, with
respect to the time for which they severally hold office, into three classes, as
nearly equal in number as possible, one class to be originally elected at the
annual meeting of shareholders to be held in 1999 for a term expiring at the
annual meeting of shareholders to be held in 2000, another class to be
originally elected at the annual meeting of shareholders to be held in 1999 for
a term expiring at the annual meeting of shareholders to be held in 2001, and
another class to be originally elected at the annual meeting of shareholders to
be held in 1999 for a term expiring at the annual meeting of shareholders to be
held in 2002, with each class to hold office until its successors are elected
and qualified. At each annual meeting of shareholders occurring after the 1999
annual meeting of shareholders, the successors of the class of directors whose
term expires at that meeting shall be elected to hold office for a term expiring
at the annual meeting of shareholders held in the third year following the year
of their election. No decrease in the number of directors constituting the
Board of Directors shall shorten the term of any incumbent director.
Section 2 and Section 4 of Article III of the Bylaws are each deleted in
its entirety.
<PAGE>
EXHIBIT 4.1
AMENDMENT NO. 1
TO RIGHTS AGREEMENT
by and between
AMERICREDIT CORP.
and
CHASEMELLON SHAREHOLDER SERVICES, L.L.C., as Rights Agent
THIS AMENDMENT NO. 1 to Rights Agreement ("Amendment No. 1") by and between
AmeriCredit Corp. (the "Company") and ChaseMellon Shareholder Services, L.L.C.,
as Rights Agent ("ChaseMellon"), is entered into as of the 9th day of September,
1999.
The Company and ChaseMellon have previously entered into that certain
Rights Agreement (the "Rights Agreement") dated as of August 28, 1997.
On September 7, 1999, the Board of Directors of the Company authorized
certain amendments to the Rights Agreement as set forth herein.
Accordingly, in consideration of the premises and the mutual agreements
herein set forth, the parties hereby agree as follows:
Section 1. Definitions. Capitalized terms set forth in this Amendment No.
-----------
1 but not otherwise defined herein shall have the meanings ascribed thereto in
the Rights Agreement.
Section 2. Amendment to Section 23(a) of Rights Agreement. Section 23(a)
----------------------------------------------
of the Rights Agreement is hereby amended so as to read in its entirety as
follows:
"(a) The Board of Directors of the Company may, at any time prior to
the Flip-In Event, redeem all but not less than all of the then outstanding
Rights at a redemption price of $.01 per Right, appropriately adjusted to
reflect any stock split, stock dividend or similar transaction occurring
after the date hereof (the redemption price being hereinafter referred to
as the "Redemption Price"). The redemption of Rights may be made effective
at such time, on such basis and with such conditions as the Board of
Directors in its sole discretion may establish. The Redemption Price shall
be payable, at the option of the Company, in cash, shares of Common Stock,
or such other form of consideration as the Board of Directors shall
determine."
<PAGE>
Section 3. Amendment to Section 27 of Rights Agreement. Section 27 of the
-------------------------------------------
Rights Agreement is hereby amended so as to read in its entirety as follows:
"Section 27. Supplements and Amendments. Except as provided in the
--------------------------
penultimate sentence of this Section 27, for so long as the Rights are then
redeemable, the Company may in its sole and absolute discretion, and the
Rights Agent shall if the Company so directs, supplement or amend any
provision of this Agreement in any respect without the approval of any
holders of the Rights. At any time when the Rights are no longer
redeemable, except as provided in the penultimate sentence of this Section
27, the Company may, and the Rights Agent shall, if the Company so directs,
supplement or amend this Agreement without the approval of any holders of
Rights in order to (i) cure any ambiguity, (ii) correct or supplement any
provision contained herein which may be defective or inconsistent with any
other provision herein, (iii) shorten or lengthen any time period
hereunder, or (iv) change or supplement the provisions hereunder in any
manner which the Company may deem necessary or desirable; provided that no
such supplement or amendment shall adversely affect the interest of the
holders of Rights as such (other than an Acquiring Person or an Affiliate
or Associate of an Acquiring Person), and no such amendment may cause the
Rights again to become redeemable or cause the Agreement again to become
amendable other than in accordance with this sentence; further, provided,
------- --------
this Agreement may not be supplemented or amended to lengthen, pursuant to
clause (iii) of this sentence, (A) a time period relating to when the
Rights may be redeemed at such time as the Rights are not then redeemable,
or (B) any other time period unless such lengthening is for the purpose of
protecting, enhancing or clarifying the right of, and/or the benefits to,
the holders of the Rights. Notwithstanding anything contained in this
Agreement to the contrary, no supplement or amendment shall be made which
changes the Redemption Price or, without the consent of the Rights Agent,
which Changes or increases the Rights Agent's rights, duties, liabilities
or obligations. Upon the delivery of a Certificate from an appropriate
officer of the Company which states that the proposed supplement or
amendment is in compliance with the terms of this Section 27, the Rights
Agent shall execute such supplement or amendment."
Section 4. Amendment to Section 30 of Rights Agreement. Section 30 of the
-------------------------------------------
Rights Agreement is hereby amended so as to read in its entirety as follows:
"Section 30. Determinations and Actions by the Board of Directors.
----------------------------------------------------
The Board of Directors of the Company shall have the exclusive power and
authority to administer this Agreement and to exercise the rights and
powers specifically granted to the Board of Directors of the Company or to
the Company, or as may be necessary or advisable in the administration of
this Agreement, including, without limitation, the right and power to (i)
interpret the provisions of this Agreement and (ii) make all determinations
deemed
<PAGE>
necessary or advisable for the administration of this Agreement (including,
without limitation, a determination to redeem or not redeem the Rights or
to amend this Agreement). All such actions, calculations, interpretations
and determinations (including, for purposes of clause (y) below, all
omissions with respect to the foregoing) that are done or made by the Board
of Directors of the Company in good faith, shall (x) be final, conclusive
and binding on the Company, the Rights Agent, the holders of the Rights, as
such, and all other parties, and (y) not subject the Board of Directors to
any liability to the holders of the Rights. The Rights Agent shall always
be entitled to assume that the Company's Board of Directors acted in good
faith and shall be fully protected and incur no liability in reliance
thereon."
Section 5. Amendment to Section 1(b) of the Rights Agreement. Subsection
--------------------------------------------------
(b) of Section 1 of the Rights Agreement, containing the definition of
"Continuing Director," is hereby deleted from the Rights Agreement in its
entirety and replaced with the words "Intentionally Omitted.".
Section 6. Validation of Rights Agreement. Except to the extent expressly
------------------------------
modified, supplemented or amended by this Amendment No. 1, the Rights Agreement
and the terms, conditions and provisions thereof shall continue in full force
and effect.
IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be
duly executed, all as of the day and year first above written.
AMERICREDIT CORP.
By: /s/ Chris A. Choste
-----------------------------
Name: Chris A. Choste
---------------------------
Title: Senior Vice President
--------------------------
General Counsel & Secretary
CHASEMELLON SHAREHOLDER
SERVICES, L.L.C., as Rights Agent
By: /s/ Cindy Bennett
----------------------------
Name: Cindy Bennett
---------------------------
Title: Relationship Manager
--------------------------
