-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: keymaster@town.hall.org Originator-Key-Asymmetric: MFkwCgYEVQgBAQICAgADSwAwSAJBALeWW4xDV4i7+b6+UyPn5RtObb1cJ7VkACDq pKb9/DClgTKIm08lCfoilvi9Wl4SODbR1+1waHhiGmeZO8OdgLUCAwEAAQ== MIC-Info: RSA-MD5,RSA, afWk9TYWf4dY9fEJ5NfoisK7cRFGiocrK/1ua4LQwq1eDoHBTe9w0xT0GQaT+fOi MjcC8U5N61Lmt9S5UJVw3A== 0000804269-95-000002.txt : 19950608 0000804269-95-000002.hdr.sgml : 19950608 ACCESSION NUMBER: 0000804269-95-000002 CONFORMED SUBMISSION TYPE: S-3 PUBLIC DOCUMENT COUNT: 6 FILED AS OF DATE: 19950131 SROS: NYSE FILER: COMPANY DATA: COMPANY CONFORMED NAME: AMERICREDIT CORP CENTRAL INDEX KEY: 0000804269 STANDARD INDUSTRIAL CLASSIFICATION: PERSONAL CREDIT INSTITUTIONS [6141] IRS NUMBER: 752291093 STATE OF INCORPORATION: TX FISCAL YEAR END: 0630 FILING VALUES: FORM TYPE: S-3 SEC ACT: 1933 Act SEC FILE NUMBER: 033-57517 FILM NUMBER: 95504152 BUSINESS ADDRESS: STREET 1: 200 BAILEY AVENUE CITY: FORT WORTH STATE: TX ZIP: 76107 BUSINESS PHONE: 8173227000 MAIL ADDRESS: STREET 1: 200 BAILEY AVENUE CITY: FORT WORTH STATE: TX ZIP: 76107 FORMER COMPANY: FORMER CONFORMED NAME: URCARCO INC DATE OF NAME CHANGE: 19920703 S-3 1 MARKETING REPRESENTATIVE STOCK OPTION PLAN As filed with the Securities and Exchange Commission on January 31, 1995 Registration No. 33- SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 ------------ FORM S-3 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 ----------- AMERICREDIT CORP. (Exact name of registrant as specified in its charter) Texas 75-2291093 (State or other jurisdiction (I.R.S. Employer Identification of incorporation or organization) No.) 200 Bailey Avenue, Fort Worth, Texas 76107 (817)332-7000 (Address, including zip code, and telephone number, including area code, of registrant's principal executive offices) ---------- Chris A. Choate Copy to: Ceneral Counsel AmeriCredit Corp. L. Steven Leshin 200 Bailey Avenue Jenkens & Gilchrist, Fort Worth, Texas 76107 a Professional (817) 332-7000 Corporation (817)332-7000 1445 Ross Avenue, Ste 3200 (Name, address, including Dallas, Texas 75202-2799 zip code, and telephone number, including area code, of agent for service) ---------- Approximate date of commencement of proposed sale to the public: As soon as possible after the Registration Statement becomes effective. ---------- If the only securities being registered on this Form are being offered pursuant to dividend or interest reinvestment plans, please check the following box. ---------- If any of the securities being registered on this Form are to be offered on a delayed or continuous basis pursuant to Rule 415 under the Securities Act of 1933, other than securities offered only in connection with dividend or interest reinvestment plans, check the following box. ------------ CALCULATION OF REGISTRATION FEE Proposed maximum Title of each class of Amount to be offering price securities registered registered per security(1) Common stock, $0.01 500,000 Shares (2) $ 5.81 par value Stock Options to 500,000 Marketing (5) purchase 500,000 Representative shares of common Stock Options (4) stock (4)........... Proposed maximum Amount of aggregate offering registration price (1) fee Common Stock, $0.01 par value.......... $2,905,000 (3) $1,001.72 Stock Options to purchase 500,000 shares of common stock (4)........... (5) $ 100.00 -------- TOTAL $1,101.72 ======== (1) Estimated solely for the purpose of calculating the registration fee. (2) Shares issuable upon exercise of nonqualified stock options ("Marketing Representative Stock Options") authorized to be granted to marketing representatives and certain other consultants of AmeriCredit Corp. under the Marketing Representative Stock Option Plan of AmeriCredit Corp. (the "Plan"). (3) Calculated pursuant to Rule 457(c). Accordingly, the price per share of the Common Stock offered hereunder pursuant to the Plan is based on 500,000 shares of Common Stock reserved for issuance under the Plan and that are not currently subject to outstanding Marketing Representative Stock Options at a price per share of $5.81, which is the average of the highest and lowest selling price per share of Common Stock on the New York Stock Exchange on January 27, 1995. (4) Marketing Representative Stock Options to be granted to independent marketing representatives and certain other consultants of AmeriCredit Corp. under the Plan. (5) Marketing Representative Stock Options are granted in the discretion of the Plan Administrator to marketing representatives and consultants, including employees and independent contractors, who promote AmeriCredit Corp.'s financial services to automobile dealerships and other entities. The registrant hereby amends this Registration Statement on such date or dates as may be necessary to delay its effective date until the registrant shall file a further amendment which specifically states that this Registration Statement shall thereafter become effective in accordance with Section 8(a) of the Securities Act of 1933 or until the Registration Statement shall become effective on such date as the Commission, acting pursuant to said Section 8(a), may determine. Subject to Completion Preliminary Prospectus Dated January 31, 1995 500,000 Shares of Common Stock Issuable upon Exercise of Marketing Representative Stock Options and the Issuance of the Related Marketing Representative Stock Options AmeriCredit Corp. ____________ AmeriCredit Corp., a Texas corporation (the "Company"), desires to provide an incentive to its marketing representatives and consultants to promote the Company's financial services to automobile dealerships and other entities through the grant by the Company of nonqualified stock options to such marketing representatives and consultants. Such grants will be made from time to time in the discretion of the Plan Administrator based on various objective and subjective criteria bearing on the performance of the marketing representatives and consultants. On October 12, 1994, the Company's Board of Directors adopted the Marketing Representative Stock Option Plan of AmeriCredit Corp. (the "Plan") to provide for such grants. This prospectus relates to the 500,000 shares (the "Shares") of common stock, $0.01 par value per share ("Common Stock"), of the Company, that will be issued upon exercise of nonqualified stock options ("Marketing Representative Stock Options") to be granted under the Plan to the Company's marketing representatives and consultants, which include both employees and independent contractors, who promote the Company's financial services to automobile dealerships and other entities, such as banks or other financial institutions that refer business to the Company. This prospectus also relates to the 500,000 Marketing Representative Stock Options to be granted under the Plan. Each Marketing Representative Stock Option will have an exercise price equal to the fair market value of a share of Common Stock on the option's date of grant and will expire no later than the tenth anniversary of such date of grant. Marketing Representative Stock Options may not be transferred, assigned or hypothecated and any attempt to transfer, assign or hypothecate a Marketing Representative Stock Option shall cause such Marketing Representative Stock Option to become null and void. Generally, the shares of Common Stock received upon the exercise of Marketing Representative Stock Options may be resold under the Securities Act of 1933, as amended (the "Securities Act"), without limitation as to either the quantity sold or the period during which such stock was held, provided such shares are acquired upon exercise of a Marketing Representative Stock Option while the registration statement of which this prospectus is a part remains effective under the Securities Act. The grant of a Marketing Representative Stock Option to a marketing representative will not be taxable to such person. Upon the exercise of a Marketing Representative Stock Option, the marketing representative will recognize ordinary compensation income at the time of the exercise in an amount equal to the excess of the then fair market value of the shares of Common Stock received over the exercise price. The Common Stock is traded on the New York Stock Exchange under the symbol ACF. On January 27, 1995, the last reported sale price of the Common Stock as reported by the New York Stock Exchange was $5.88 per share. THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE SECURITIES AND EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION NOR HAS THE COMMISSION OR ANY STATE SECURITIES COMMISSION PASSED UPON THE ACCURACY OR ADEQUACY OF THIS PROSPECTUS. ANY REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENSE. The date of this prospectus is January 31, 1995. AVAILABLE INFORMATION The Company is subject to the informational requirements of the Securities Exchange Act of 1934, as amended (the "Exchange Act"), and in accordance therewith files reports, proxy statements and other information with the Securities and Exchange Commission (the "Commission"). Such documents can be inspected and copied at the public reference facilities of the Commission, 450 Fifth Street, N.W., Room 1024, Washington, D.C. 20549; and at certain of its regional offices located at the Northwest Atrium Center, 500 West Madison Street, Suite 1400, Chicago, Illinois 60601; and 7 World Trade Center, New York, New York 10048. Copies of such material can be obtained from the Public Reference Section of the Commission at Judiciary Plaza, 450 Fifth Street, N.W., Washington, D.C. 20549 at prescribed rates. Such reports, proxy statements and other information can also be inspected at the New York Stock Exchange, Inc., 20 Broad Street, New York, New York 10005. Additional information regarding the Company and the stock options and common stock offered hereby is contained in the Registration Statement on Form S-3 (which includes this prospectus) and the exhibits relating thereto, filed with the Commission under the Securities Act. INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE The following documents previously filed by the Company with the Commission are incorporated in and made a part of this prospectus: (i) The Company's Annual Report on Form 10-K for the year ended June 30, 1994; (ii) The Company's Quarterly Report on Form 10-Q for the quarter ended September 30, 1994; and (iii) The Company's Registration Statement on Form 8-A, dated October 4, 1989. Any statement contained in any of the aforesaid documents shall be deemed to be modified or superseded for all purposes to the extent a statement in this prospectus or in any subsequently filed document incorporated by reference herein modifies, supersedes or replaces such statement. All documents subsequently filed pursuant to Sections 13(a), 13(c), 14 and 15(d) of the Exchange Act prior to termination of this offering shall be deemed to be incorporated in and made a part of this prospectus. The Company will provide without charge to each person to whom this prospectus is delivered, on the written or oral request of such person, a copy of any or all of the documents incorporated by reference herein (other than exhibits to such documents unless such exhibits are specifically incorporated by reference into such documents). Requests for such copy or copies should be directed to the Company's Secretary and General Counsel, 200 Bailey Avenue, Fort Worth, Texas 76107; telephone (817) 332-7000. THE COMPANY Since July 1992, the Company has been engaged in the indirect consumer finance business through its wholly owned subsidiary, AmeriCredit Financial Services, Inc. ("AFSI"). Through AFSI's branch offices, the Company serves as a source for franchised and independent automobile dealerships to finance their customers' purchases of automobiles. AFSI also utilizes marketing representatives and consultants, which may either be employees of AFSI or independent contractors, to market the Company's services to automobile dealerships and other entities, such as banks and financial institutions, that may refer business to the Company. The Company targets customers who are typically unable to obtain financing from traditional sources. Consumer finance contracts originated by automobile dealerships, which conform to the Company's credit policies, are purchased by the Company ("Contracts"), generally for a nonrefundable acquisition fee and without recourse against the automobile dealership. Contracts typically range in amount from $6,000 to $12,000 with repayment terms usually ranging from 24 to 60 months. The Company services its consumer loan portfolio at a centralized facility using its automated servicing and collection system. The Company was incorporated in Texas on May 18, 1988 and succeeded to the business, assets and liabilities of a predecessor corporation formed under the laws of Texas on August 1, 1986. As used herein, the term "Company" refers to the Company, its wholly owned subsidiaries and its predecessor corporation. The Company's principal executive offices are located at 200 Bailey Avenue, Fort Worth, Texas 76107 and its telephone number is (817) 332-7000. THE PLAN General In addition to the Company's network of branch offices, the Company utilizes marketing representatives to promote its financial services to automobile dealerships and to solicit such dealerships to refer Contracts to the Company for purchase. The Company also uses consultants to market its services to banks and other financial institutions who may refer business, such as declined credit applications, to the Company for review and possible approval. Such marketing representatives and consultants, who are typically compensated based on the number of Contracts purchased by the Company from automobile dealerships or other entities serviced by the representative, may either be employees of the Company or non-employee independent contractors engaged by the Company to provide services within one or more geographic regions. The Company desires to provide an additional incentive to its marketing representatives and consultants through the grant of nonqualified stock options to such representatives and consultants. Such grants will be made from time to time in the discretion of the Plan Administrator, both to reward and provide incentive for existing marketing representatives and consultants and also to entice new representatives and consultants to commence providing services to the Company. The Company believes that by providing marketing representatives and consultants an opportunity to participate in the possible success and growth of the Company through the ownership of Marketing Representative Stock Options, the representatives and consultants will possibly have an added incentive to solicit Contracts for purchase by the Company. Further, the representatives' interests will, by virtue of the ownership of the Marketing Representative Stock Options, be more closely aligned with the interests of the Company and its shareholders. However, because the Marketing Representative Stock Options will have an exercise price equal to the fair market value of a share of Common Stock on the date of grant, there can be no assurances that the holders of Marketing Representative Stock Options will realize any benefits from the ownership of the Marketing Representative Stock Options. The statements in this prospectus concerning the terms and provisions of the Plan are summaries and do not purport to be complete. All such statements are qualified in their entirety by reference to the full text of the documents filed as exhibits to the registration statement of which this prospectus is a part. Additional updating and other information with respect to the Plan and the Marketing Representative Stock Options and Shares offered thereunder may be provided in the future to holders of Marketing Representative Stock Options. The Plan is not a qualified deferred compensation plan under section 401(a) of the Internal Revenue Code of 1986, as amended (the "Code"), and is exempt from the provisions of the Employee Retirement Income Security Act of 1974, as amended. Participants under the Plan may obtain additional information regarding the Plan and its administration from the Company's Secretary and General Counsel, 200 Bailey Avenue, Fort Worth, Texas 76107. The Secretary and General Counsel may also be reached by phone at (817) 332-7000. Purpose of the Plan The purpose of the Plan is to provide an additional incentive to marketing representatives and consultants to solicit Contracts for purchase by the Company and to otherwise promote the Company as a source for automobile dealerships to finance their customers' purchases of automobiles. In furtherance of this purpose, the Plan authorizes the granting of Marketing Representative Stock Options to marketing representatives and consultants in the discretion of the Plan Administrator. Eligibility Any person serving as a marketing representative or as a consultant for the Company, including employees of the Company and non-employee independent contractors engaged by the Company to provide marketing services within one or more geographic regions, is eligible for the grant of Marketing Representative Stock Options. Directors, officers and employees of the Company, other than employees who are marketing representatives, are not eligible for participation in the Plan. The Plan Administrator shall have discretion to designate marketing representatives for participation in the Plan. Administration The Marketing Representative Stock Option Committee of the Company or an officer or officers of the Company or a subsidiary of the Company designated by such Committee shall administer the Plan (herein the term "Plan Administrator" shall refer to whoever is administering the Plan at any given time). The Plan Administrator, from time to time, may adopt rules and regulations for carrying out the purposes of the Plan. The determinations and the interpretation and construction of any provision of the Plan by the Plan Administrator are final, binding and conclusive. Grant of Marketing Representative Stock Options The Plan Administrator shall have discretion to determine the number of shares covered by each grant of a Marketing Representative Stock Option, the duration that the option shall be exercisable, and the terms and conditions upon which Marketing Representative Stock Options shall be exercisable, including, but not limited to, the dates upon which an option shall become exercisable, subject to the applicable provisions of the Plan. Type of Stock Option Marketing Representative Stock Options shall be nonqualified stock options and will not be entitled to the tax treatment of incentive stock options as defined in Section 422 of the Code. Option Agreements Each Marketing Representative Stock Option shall be evidenced by an agreement (an "Option Agreement") that shall contain such terms as determined by the Plan Administrator and that are not inconsistent with the Plan or applicable law. Exercise Price The exercise price per share of Common Stock of any Marketing Representative Stock Option shall be the fair market value per share of Common Stock on the date of grant of such Marketing Representative Stock Option. As defined in the Plan, the fair market value of a Share of Common Stock on the date of grant, provided the Common Stock continues to trade on the New York Stock Exchange, is the closing sales price on the business day immediately prior to the date of grant. Exercise of Marketing Representative Stock Options and Payment A Marketing Representative Stock Option may be exercised by written notice to the Company. Such written notice shall be in accordance with the terms of the Option Agreement evidencing the Marketing Representative Stock Option, and must be accompanied by payment of the full exercise price for the Shares the holder of the Marketing Representative Stock Option (an "Optionee") chooses to exercise. The exercise price for any Shares purchased shall be paid solely in cash, by certified or cashier's check or by money order. The Plan Administrator, in its sole discretion, may accept a personal check in full or partial payment of any Shares. In order to assure compliance with the securities laws, during any time that the registration statement of which this prospectus is a part is not effective, the Plan Administrator may require such evidence as it may deem necessary to establish that the shares of Common Stock are being purchased for investment and not with a view to, or for sale in connection with, a distribution (as that term is defined under the Securities Act). If this prospectus is not then part of an effective registration statement, the Plan Administrator may further require legends on the certificates representing the Shares. As a condition to the transfer of a certificate representing Shares, the Plan Administrator may obtain such agreements or undertakings, if any, as it may deem necessary or advisable to assure compliance with any provision of the Plan or any law or regulation. Termination or Cancellation of Dealership Stock Option The unexercised portion of a Marketing Representative Stock Option shall terminate at such times and upon such conditions as the Plan Administrator shall provide in an Option Agreement. In anticipation of certain major corporate events, such as, among other things, certain changes in control, mergers or sales of substantially all of the assets of the Company (a "Cancellation Event"), the Plan Administrator may, after thirty days' written notice to an Optionee (the "Cancellation Notice"), cancel any portion of a Marketing Representative Stock Option that remains unexercised upon the consummation of such Cancellation Event. If the Cancellation Event is not consummated, the Cancellation Notice relating to such Cancellation Event shall be of no effect. An Optionee, in any event, will have the opportunity to exercise the unexercised portion of the Optionee's Marketing Representative Stock Options prior to such Cancellation Event. Transferability Marketing Representative Stock Options may not be transferred, assigned or hypothecated after their grant and any attempt to transfer, assign or hypothecate a Marketing Representative Stock Option shall cause such Marketing Representative Stock Option to become null and void. Marketing Representative Stock Options may be exercised solely by the Optionee. Reserve of Common Stock Shares of Common Stock to be issued upon the exercise of Marketing Representative Stock Options may be either shares held in the Company's treasury or from authorized but unissued shares. If any Marketing Representative Stock Option, or any part of such Marketing Representative Stock Option, expires, terminates or is canceled or surrendered as to any Shares, for any reason without having been exercised in full, the Shares allocable to the unexercised portion of such Marketing Representative Stock Option may again be subject to the grant of Marketing Representative Stock Options under the Plan. Term of the Plan The Plan became effective on October 12, 1994 (the "Effective Date"), the date of the Plan's adoption by the Company's Board of Directors. The Plan is to continue in effect until the tenth anniversary of the Effective Date unless sooner terminated by the Company. Adjustments In the event of any stock dividend, stock split- up, combination or exchange of shares of Common Stock, appropriate adjustments shall be made to (i) the number of shares reserved under the Plan; (ii) the number of shares subject to each outstanding Marketing Representative Stock Option; (iii) the exercise price of each outstanding Marketing Representative Stock Option and (iv) the number of shares subject to subsequently granted Marketing Representative Stock Options. No adjustment shall be made upon the issuance of shares of the Company's capital stock or securities convertible into the Company's capital stock, either in connection with a direct sale or upon the exercise of rights or to subscribe therefor, or upon the conversion of shares or obligations of the Company convertible into such shares or other securities. Amendment The Company's Board of Directors may amend, modify or terminate the Plan and any outstanding Marketing Representative Stock Option at any time and in any respect. Except with regard to the cancellation of a Marketing Representative Stock Option upon the consummation of a Cancellation Event where the Optionee's consent is not required, the Board of Directors may not amend, modify or terminate an outstanding Marketing Representative Stock Option without the Optionee's consent if such amendment, modification or termination materially impairs such outstanding Marketing Representative Stock Option. Proceeds The proceeds received by the Company from the sale of Shares will be used for general corporate purposes. Listing The Company has applied for a listing of the Shares on the New York Stock Exchange, subject to official notice of issuance. FEDERAL INCOME TAX CONSEQUENCES General The federal tax information set forth below is based upon present federal income tax laws and thus is subject to change when such laws change. Moreover, this summary of tax consequences attempts to paraphrase only the general rules and is not intended to be a complete description of all tax effects from participation in the Plan. Grant of Marketing Representative Stock Options The grant of a Marketing Representative Stock Option will not be taxable to the recipient Optionee. Exercise of Option Generally, upon the exercise of a Marketing Representative Stock Option, an Optionee will recognize ordinary compensation income at the time of the exercise in an amount equal to the excess of the then fair market value of the shares of Common Stock received over the exercise price. If the Optionee is an employee of the Company, the amount of such ordinary compensation income may be subject to withholding for federal and state income tax purposes. If the Optionee is not an employee of the Company, there will be no withholding with respect to such amount. Sale of Shares After Exercise When shares of Common Stock received upon the exercise of a Marketing Representative Stock Option are subsequently sold or exchanged in a taxable transaction, the Optionee generally will recognize capital gain (or loss) in the amount by which the amount realized exceeds (or is less than) the fair market value of the Common Stock on the date the Marketing Representative Stock Option was exercised. Such capital gain or loss will be long-term or short-term depending upon the Optionee's holding period following the exercise of the Marketing Representative Stock Option. Tax Consequences to the Company The Company will not be entitled to a deduction for federal income tax purposes for the granting of any Marketing Representative Stock Option. The Company will generally be entitled to a deduction for federal income tax purposes when an Optionee exercises a Marketing Representative Stock Option in the same amount as the ordinary income realized by the Optionee. All such deductions are subject to the usual rules regarding the reasonableness of compensation. Individual Tax Consultation In addition to the federal income tax consequences described above, the acquisition, ownership or disposition of a Marketing Representative Stock Option or shares acquired upon the exercise of a Marketing Representative Stock Option may have tax consequences under various state or foreign laws that may be applicable to certain Optionees. Since these tax consequences, as well as the federal income tax consequences described above, may vary from Optionee to Optionee depending upon the particular facts and circumstances involved, each Optionee should consult its own tax advisor with respect to the federal income tax consequences of the grant or exercise of a Marketing Representative Stock Option, and also with respect to any tax consequences under applicable state or foreign law. RESTRICTIONS ON RESALE Shares of Common Stock acquired upon exercise of Marketing Representative Stock Options may be sold only in compliance with the registration requirements of the Securities Act and applicable state securities laws or exemptions therefrom. The Company has filed with the Commission a Registration Statement on Form S-3 registering under the Securities Act the issuance of the Marketing Representative Stock Options and the sale of the Shares issuable upon the exercise of Marketing Representative Stock Options (the "Registration Statement"). Consequently, under the federal securities laws, persons not deemed to be affiliates of the Company within the meaning of the Securities Act and applicable regulations promulgated thereunder by the Commission may exercise Marketing Representative Stock Options and resell Shares under the Securities Act without limitation as to either the quantity sold or the period during which such stock was held, provided such Shares are acquired upon exercise of a Marketing Representative Stock Option while the Registration Statement under the Securities Act covering the issuance of such Shares is in effect. Persons who are "affiliates" of the Company may resell Shares under the Securities Act only (i) in accordance with the provisions of Rule 144 of the Securities Act promulgated by the Commission (exclusive of the two-year holding period if such Shares are acquired upon exercise of a Marketing Representative Stock Option while the Registration Statement covering the issuance of such Shares is in effect) or some other exemption from registration under the Securities Act, or (ii) pursuant to an applicable, current and effective registration statement under the Securities Act, including Form S-1 or Form S-3, but not including a registration statement on Form S-8. As of the date of this prospectus, there is no registration statement that registers sales of Shares by affiliates of the Company. An affiliate of the Company, as defined in Rule 405 promulgated by the Commission, is a person that directly, or indirectly through one or more intermediaries, controls or is controlled by, or is under common control with, the Company. The determination of whether a person is an affiliate of the Company is primarily a factual one based upon whether he possesses, directly or indirectly, individually or in concert with others, the power to direct or cause the direction of the management or policies of the Company, whether through the ownership of voting stock, by executive position, by membership on the Company's Board of Directors, by contract or otherwise. Therefore, each Optionee should consult its legal counsel concerning whether it is an affiliate of the Company and the attendant restrictions on the resale of Shares under the Securities Act. LEGAL MATTERS The validity of Marketing Representative Stock Options and the Shares will be passed upon for the Company by Jenkens & Gilchrist, a Professional Corporation, Dallas, Texas. EXPERTS The consolidated balance sheets as of June 30, 1994 and 1993 and the consolidated statements of operations and cash flows for each of the three years in the period ended June 30, 1994, incorporated by reference in this prospectus, have been incorporated herein in reliance on the report of Coopers & Lybrand L.L.P., independent accountants, given on the authority of that firm as experts in accounting and auditing. No person has been authorized to give any information or to make any representations other than those contained in this prospectus, and if given or made, such information or representation must not be relied upon as having been authorized by the Company. Neither the delivery of this prospectus nor any sale made hereunder shall, under any circumstances, create an implication that there has been no change in the affairs of the Company since the date hereof or that the information contained herein is correct as of any time subsequent to its date. This prospectus does not constitute an offer to sell or a solicitation of an offer to buy any such securities other than the registered securities to which it relates. This prospectus does not constitute an offer to sell or a solicitation of an offer to buy such securities in any circumstances in which such offer or solicitation is unlawful. TABLE OF CONTENTS Page Available Information . . . . . . . . . . . . . . . . 2 Incorporation of Certain Documents by Reference. . . . . . . . . . . . . . . 2 The Company . . . . . . . . . . . . . . . . . . . . . 3 The Plan. . . . . . . . . . . . . . . . . . . . . . . 4 Federal Income Tax Consequences . . . . . . . . . . . 7 Restrictions on Resale. . . . . . . . . . . . . . . . 8 Legal Matters . . . . . . . . . . . . . . . . . . . . 8 Experts . . . . . . . . . . . . . . . . . . . . . . . 8 500,000 Shares of Common Stock Issuable upon Exercise of Marketing Representative Stock Options and the Issuanace of the Related Marketing Representative Stock Options AmeriCredit Corp. __________ PROSPECTUS __________ January 31, 1995 PART II INFORMATION NOT REQUIRED IN THE PROSPECTUS Item 14. Other Expenses of Issuance and Distribution. Expenses payable in connection with the distribution of the securities being registered (estimated except for the registration fee), substantially all of which will be borne by the Company, are as follows: Registration fee $ 1,059 Legal fees and expenses 2,500 Accounting fees and expenses 1,000 Stock exchange listing fee 1,500 Blue sky fees and expenses 1,000 Miscellaneous expenses 500 ------ Total $ 7,559 ===== Item 15. Indemnification of Directors and Officers. Article 2.02-1 of the Texas Business Corporation Act provides for indemnification of directors and officers in certain circumstances. Reference is also made to Article VIII of the Articles of Incorporation of the Company included herein as Exhibit 4.1 and Article VIII of the Bylaws of the Company included herein as Exhibit 4.2, each of which provides for broad indemnification of directors and officers. Reference is also made to Article IX of the Company's Articles of Incorporation, contained in Exhibit 4.1 hereto, which eliminates the liabilities of directors to the Company and its shareholders in certain circumstances. Item 16. Exhibits 4.1 - Articles of Incorporation of AmeriCredit Corp., as amended to date (incorporated by reference to Exhibits 3.1, 3.2 and 3.3 of the registrant's Annual Report on Form 10-K for the fiscal year ended June 30, 1994). 4.2 - Bylaws of the registrant, as amended to date (incorporated by reference to Exhibit 3.4 of the registrant's Annual Report on Form 10-K for the year ended June 30, 1994). 4.3* - Marketing Representative Stock Option Plan of AmeriCredit Corp. 4.4* - Form of Marketing Representative Stock Option Agreement under the Marketing Representative Stock Option Plan of AmeriCredit Corp. 5.1* - Opinion of Jenkens & Gilchrist, a Professional Corporation, counsel for the Company, as to the validity of issuance of the Marketing Representative Stock Options and the Common Stock. 23.1* - Consent of Jenkens & Gilchrist, a Professional Corporation (to be included in the Opinion in Exhibit 5.1). 23.2* - Consent of Coopers & Lybrand L.L.P. (included in this Part II). 24.1* - Power of Attorney of certain officers and directors (included on the signature page hereto). _______ * Filed herewith. Item 17. Undertakings. The undersigned registrant hereby undertakes: (1) To file, during any period in which offers or sales are being made, a post-effective amendment to this registration statement: (i) To include any prospectus required by section 10(a)(3) of the Securities Act of 1933; (ii) To reflect in the prospectus any facts or events arising after the effective date of the registration statement (or the most recent post-effective amendment thereof) which, individually or in the aggregate, represent a fundamental change in the information set forth in the registration statement; (iii) To include any material information with respect to the plan of distribution not previously disclosed in the registration statement or any material change to such information in the registration statement; Provided, however, that paragraphs (1)(i) and (1)(ii) do not apply if the information required to be included in a post-effective amendment by those paragraphs is contained in periodic reports filed by the registrant pursuant to section 13 or section 15(d) of the Securities Exchange Act of 1934 that are incorporated by reference in the registration statement. (2) That, for the purpose of determining any liability under the Securities Act of 1933, each such post- effective amendment shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof. (3) To remove from registration by means of a post- effective amendment any of the securities being registered which remain unsold at the termination of the offering. Insofar as indemnification for liabilities arising under the Securities Act of 1933 may be permitted to directors, officers and controlling persons of the registrant pursuant to the foregoing provisions, or otherwise, the registrant has been advised that in the opinion of the Securities and Exchange Commission such indemnification is against public policy as expressed in the Act and is, therefore, unenforceable. In the event a claim for indemnification against such liabilities (other than the payment by the registrant of expenses incurred or paid by a director, officer or controlling person of the registrant in the successful defense of any action, suit or proceeding) is asserted by such director, officer or controlling person in connection with the securities being registered, the registrant will, unless in the opinion of its counsel the matter has been settled by controlling precedent, submit to a court of appropriate jurisdiction the question whether such indemnification by it is against public policy as expressed in the Act and will be governed by the final adjudication of such issue. The undersigned registrant hereby undertakes that for purposes of determining any liability under the Securities Act of 1933, each filing of the registrant's annual report pursuant to Section 13(a) or Section 15(d) of the Securities Exchange Act of 1934 that is incorporated by reference in this Registration Statement shall be deemed to be a new registration statement relating to the securities offered herein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof. EX-23 2 ACCOUNTANTS' CONSENT CONSENT OF INDEPENDENT PUBLIC ACCOUNTANTS We consent to the incorporation by reference in this registration statement on Form S-3 of our report dated August 9, 1994, on our audits of the consolidated financial statements and the financial statement scheduled of AmeriCredit Corp. as of June 30, 1994 and 1993 and for the years ended June 30, 1994, 1993 and 1992. We also consent to the reference to our firm under the caption "Experts." COOPERS & LYBRAND Fort Worth, Texas, January 11, 1995 EX-24 3 POWER OF ATTORNEY SIGNATURES Pursuant to the requirements of the Securities Act of 1933, the registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-3 and has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Fort Worth, State of Texas, on January 12, 1995. AMERICREDIT CORP. By: /s/ Clifton H. Morris, Jr. Clifton H. Morris, Jr., Chairman of the Board, President and Chief Executive Officer POWER OF ATTORNEY KNOW ALL MEN BY THESE PRESENTS, that each person whose signature appears below hereby constitutes and appoints Clifton H. Morris, Jr. and Chris A. Choate, and each of them, his true and lawful attorneys-in-fact and agents, with full power of substitution and resubstitution, for him and in his name, place and stead, in any and all capacities, to sign any and all amendments (including post-effective amendments) to this registration statement, and to file the same, with all exhibits thereto, and other documents in connection therewith, with the Securities and Exchange Commission, granting unto said attorneys-in-fact and agents full power and authority to do and perform each and every act and thing requisite and necessary to be done, as fully to all intents and purposes as he might or could do in person, hereby ratifying and confirming all that said attorneys-in-fact and agents or their or his substitute or substitutes, may lawfully do or cause to be done by virtue hereof. Pursuant to the requirements of the Securities Act of 1933, this Registration Statement has been signed by the following persons in the capacities and on the dates indicated. Signature Capacity Date /s/ Clifton H. Morris, Jr. Chairman December 27,1994 (Clifton H. Morris, Jr.) of the Board, President, and Chief Executive Officer of the Company /s/ Daniel E. Berce Vice President, December 27,1994 (Daniel E. Berce) Financial Officer, Treasurer and Director of the Company (Principal Financial and Accounting Officer) /s/ Michael R. Barrington Vice Pres- December 27,1994 (Michael R. Barrington) ident and Director of the Company /s/ James H. Greer Director of the December 27,1994 (James H. Greer) Company /s/ Gerald W. Haddock Director of the December 27,1994 (Gerald W. Haddock) Company /s/ Kenneth H. Jones, Jr. Director December 27,1994 (Kenneth H. Jones, Jr.) of the Company EX-4.3 4 MARKETING REPRESENTATIVE STOCK OPTION PLAN MARKETING REPRESENTATIVE STOCK OPTION PLAN OF AMERICREDIT CORP. Section 1. Purpose. The purpose of the Marketing Representative Stock Option Plan of AmeriCredit Corp. (the "Plan") is to provide an incentive to independent marketing representatives, consultants and other agents to refer business to the Company. Section 2. Definitions. As used herein, the following terms shall have the meaning indicated: (a) "Agreement" shall mean the agreement between the Company and the Optionee that evidences the Option. (b) "Business Day" shall mean (i) if the Common Stock trades on a national exchange, any day that the national exchange on which the Common Stock trades is open or (ii) if the Common Stock does not trade on a national exchange, any day that commercial banks in the City of New York are open. (c) "Board" shall mean the Board of Directors of the Company. (d) "Common Stock" shall mean the Common Stock, par value one cent ($0.01) per share, of the Company. (e) "Company" shall mean AmeriCredit Corp., a Texas corporation, and its wholly owned subsidiaries. (f) "Date of Grant" shall mean the date on which an Option is granted pursuant to the terms hereof. (g) "Director" shall mean a member of the Board. (h) "Effective Date" shall mean October 12, 1994, the date on which the plan was adopted by the Board. (i) "Exchange Act" shall mean the Securities Exchange Act of 1934, as amended. (j) "Fair Market Value" shall mean: (i) If Shares are listed on a national securities exchange at the date of determining the Fair Market Value, the closing sales price on such exchange on the next Business Day immediately preceding the date of determining Fair Market Value, as reported in any newspaper of general circulation; or (ii) If Shares shall not be listed as provided in Subsection 2(j)(i), a value determined by any fair and reasonable means prescribed by the Plan Administrator. (k) "Internal Revenue Code" or "Code" shall mean the Internal Revenue Code of 1986 as it now exists or may be amended from time to time and the rules thereunder. (l) "Nonqualified Stock Option" shall mean a stock option that is not an incentive stock option as defined in Section 422 of the Internal Revenue Code. (m) "Option" (when capitalized) shall mean any stock option granted under this Plan. (n) "Optionee" shall mean any eligible person to whom an Option has been granted under this Plan. (o) "Plan" shall mean this Marketing Representative Stock Option Plan of AmeriCredit Corp. (p) "Plan Administrator" shall mean the person or persons administering the Plan as provided in Section 4. (q) "Share(s)" shall mean a share or shares of the Common Stock. Section 3. Total Aggregate Shares. Subject to adjustments provided in Section 12 hereof, a total of five hundred thousand (500,000) Shares shall be subject to the Plan. The Shares subject to the Plan shall consist of unissued Shares or previously issued Shares reacquired and held by the Company and such number of Shares shall be and hereby is reserved for sale for such purpose. Any of such Shares that may remain unsold and that are not subject to outstanding Options at the termination of the Plan shall cease to be reserved for the purpose of the Plan, but until termination of the Plan, the Company shall at all times reserve a sufficient number of Shares to meet the requirements of the Plan. Should any Option expire, terminate, or be canceled or surrendered prior to its exercise in full, the Shares theretofore subject to such Option may again be the subject of an Option under the Plan. Section 4. Administration of the Plan. (a) The Plan shall be administered by the Marketing Representative Stock Option Committee of the Company or any officer or officers of the Company or any subsidiary designated by such Committee (herein the term "Plan Administrator" shall refer to whoever is administering this Plan from time to time). (b) Subject to the express provisions of this Plan, the Plan Administrator shall have the authority, in his sole and absolute discretion (i) to designate participants, the number of shares covered by each grant of an Option, and the duration that the Option shall be exercisable, (ii) to adopt, amend and rescind administrative and interpretive rules and regulations relating to the Plan; (iii) to determine the terms and provisions of the respective Agreements (which need not be identical); provided, however, such terms and provisions shall not be inconsistent with this Plan; (iv) to construe the terms of any Agreement and the Plan; (v) as provided in Subsection 12(a), upon certain events to make appropriate adjustments to the exercise price and number of Shares subject to outstanding Options, the number of Shares reserved under the Plan and the number of Shares subject to Options granted subsequently; and (vi) to make all other determinations and perform all other acts necessary or advisable for administering the Plan, including the delegation of such ministerial acts and responsibilities as the Plan Administrator deems appropriate. The Plan Administrator may correct any defect or supply any omission or reconcile any inconsistency in the Plan or in any Agreement in the manner and to the extent it shall deem expedient to carry it into effect, and it shall be the sole and final judge of such expediency. The Plan Administrator shall have full discretion to make all determinations on the matters referred to in this Subsection 4(b), and such determinations shall be final, binding and conclusive. Section 5. Type of Options. All Options granted under the Plan shall be Nonqualified Stock Options. Section 6. Exercise Price. The exercise or option price of each Share issuable upon exercise of an Option shall be the Fair Market Value of such Share on the Date of Grant. Section 7. Exercise of Options; Certain Conditions to Grant. (a) The Plan Administrator, in granting Options hereunder, shall have discretion to determine the terms upon which such Options shall be exercisable, subject to the applicable provisions of this Plan. (b) Options may be exercised solely by the Optionee and may not be assigned or hypothecated in any manner. (c) An Option shall be deemed exercised when: (i) the Company has received written notice of such exercise delivered to the Company in accordance with the notice provisions of the applicable Agreement; and (ii) full payment of the aggregate exercise price of the Shares as to which the Option is exercised has been tendered to the Company. (d) The exercise price of any Shares purchased shall be paid solely in cash, by certified or cashier's check, or by money order or, in the discretion of the Plan Administrator or an employee of the Company designated by the Plan Administrator, by personal check. (e) The Optionee shall not be, nor have any of the rights or privileges of, a shareholder of the Company with respect to any Shares purchasable upon the exercise of any part of an Option unless and until certificates representing such Shares shall have been issued by the Company to the Optionee. (f) The Plan Administrator may in his sole discretion accelerate the date on which any Option may be exercised. Section 8. Designations of Participants. The persons eligible for participation in this Plan as Optionees shall consist of independent marketing representatives, consultants and other agents of the Company or of any subsidiary of the Company, including non-employee marketing representatives, independent contractors, consultants and other agents that refer business to the Company. Section 9. Termination of Option Period. (a) Except as otherwise provided herein, the unexercised portion of any Option shall terminate at such times and upon such conditions as the Plan Administrator shall provide in such Option. (b) The Plan Administrator, in its sole discretion, may, by giving written notice to an Optionee ("Cancellation Notice"), cancel any portion of an Option that remains unexercised on the date (the "Cancellation Date") of the consummation of any of the following (collectively, a "Cancellation Event"): (i) any transaction (which shall include a series of transactions occurring within 60 days or occurring pursuant to a plan), that has the result that shareholders of the Company immediately before such transaction cease to own at least 51% of (x) the voting stock of the Company or (y) of any entity that results from the participation of the Company in a reorganization, consolidation, merger, liquidation or any other form of corporate transaction; (ii) a merger, consolidation, reorganization, liquidation or dissolution in which the Company does not survive; or (iii) a sale, lease, exchange or other disposition of all or substantially all the property and assets of the Company. Such Cancellation Notice shall be given to an Optionee at least thirty (30) days prior to the Cancellation Date, and may be given either before or after shareholder approval of the Cancellation Event. If a Cancellation Event is not consummated, any Cancellation Notice with regard to such Cancellation Event shall be of no effect. Section 10. Terms of Option. The Options granted under this Plan shall be for a term of not more than ten years from the Date of Grant. Section 11. Assignability of Options. Options may not be transferred, assigned or hypothecated after their grant and any attempt to transfer, assign or hypothecate shall cause such Option to become null and void. Options may be exercised solely by the Optionee. Section 12. Adjustments. (a) If at any time there shall be an increase or decrease in the number of issued and outstanding Shares, through the declaration of a stock dividend or through any recapitalization resulting in a stock split-up, combination or exchange of Shares, then appropriate proportional adjustment shall be made in the number of Shares (and with respect to outstanding Options, the exercise price per Share): (i) subject to outstanding Options; (ii) reserved under the Plan; and (iii) subject to Options granted subsequently. In the event of a dispute concerning such adjustment, the Plan Administrator has full discretion to determine the resolution of such dispute. Such determination shall be final, binding and conclusive. (b) In the event of a merger, consolidation or other reorganization of the Company under the terms of which the Company is not the surviving corporation, but the surviving corporation elects to assume an Option, the respective Agreement and this Plan, the Optionee shall be entitled to receive, upon the exercise of such Option, with respect to each Share issuable upon exercise of such Option, the number of shares of stock of the surviving corporation (or equity interest in any other entity) and any other notes, evidences of indebtedness or other property that Optionee would have received in connection with such merger, consolidation or other reorganization had it exercised the Option with respect to such Share immediately prior to such merger, consolidation or other reorganization. (c) Except as otherwise expressly provided herein, the issuance by the Company of shares of its capital stock of any class, or securities convertible into shares of capital stock of any class, either in connection with direct sale or upon the exercise of rights or warrants to subscribe therefor, or upon conversion of shares or obligations of the Company convertible into such shares or other securities, shall not affect, and no adjustment by reason thereof shall be made with respect to, the number of or exercise price of Shares then subject to outstanding Options granted under the Plan. (d) Without limiting the generality of the foregoing, the existence of outstanding Options granted under the Plan shall not affect in any manner the right or power of the Company to make, authorize or consummate: (i) any or all adjustments, recapitalizations, reorganizations or other changes in the Company's capital structure or its business; (ii) any merger or consolidation of the Company; (iii) any issuance by the Company of debt securities or preferred or preference stock that would rank above the Shares subject to outstanding Options; (iv) the dissolution or liquidation of the Company; (v) any sale, transfer or assignment of all or any part of the assets or business of the Company; or (vi) any other corporate act or proceeding, whether of a similar character or otherwise. Section 13. Purchase for Investment. As a condition of any issuance of a stock certificate for Shares upon the exercise of an Option, the Plan Administrator may obtain such agreements or undertakings, if any, as it may deem necessary or advisable to assure compliance with any provision of this Plan or any law or regulation, including, but not limited to, the following: (a) a representation and warranty by the Optionee to the Company at the time his Option is exercised that he is acquiring the Shares to be issued to him for investment and not with a view to, or for sale in connection with, the distribution of any such Shares; and (b) a representation, warranty or agreement to be bound by any legends that are, in the opinion of the Plan Administrator, necessary or appropriate to comply with the provisions of any securities law deemed by the Plan Administrator to be applicable to the issuance of the Shares and are endorsed upon the certificates representing the Shares. Section 14. Amendment, Modification, Suspension or Discontinuance of this Plan. The Board may amend, modify or terminate the Plan and any outstanding Options at any time and in any respect. The Board may not, however, amend, modify or terminate an outstanding Option without the Optionee's consent if such amendment, modification or termination materially impairs such outstanding Option. In any event, the Board may amend, modify or terminate an outstanding Option without the Optionee's consent as provided in Subsection 9(b). Section 15. Governmental Regulations. This Plan, and the granting of Options and the exercise of Options hereunder and the obligation of the Company to sell and deliver Shares under such Options shall be subject to all applicable laws, rules and regulations, and to such approvals by any governmental agencies or national securities exchanges as may be required. Section 16. Miscellaneous. (a) The proceeds received by the Company from the sale of Shares pursuant to Options shall be used for general corporate purposes. (b) Neither the members of the Board nor any Plan Administrator shall be liable for any act, omission, or determination taken or made in good faith with respect to the Plan or any Option granted under it, and members of the Board and the Plan Administrator shall be entitled to indemnification and reimbursement by the Company in respect of any claim, loss, damage, or expense (including attorneys' fees, the costs of settling any suit (provided such settlement is approved by independent legal counsel selected by the Company) and amounts paid in satisfaction of a judgment, except a judgment based on a finding of bad faith) arising from such claim, loss, damage, or expense to the full extent permitted by law and under any directors' and officers' liability or similar insurance coverage that may from time to time be in effect. (c) Any payment of cash or any issuance or transfer of Shares to the Optionee, in accordance with the provisions of the Plan, shall, to the extent thereof, be in full satisfaction of all claims of such persons under the Plan. The Plan Administrator may require any Optionee as a condition precedent to such payment or issuance or transfer of Shares, to execute a release and receipt for such payment or issuance or transfer of Shares in such form as it shall determine. (d) Neither the Plan Administrator nor the Company guarantees Shares from loss or depreciation. (e) Records of the Company shall be conclusive for all purposes under the Plan, unless determined by the Plan Administrator to be incorrect. (f) The Company shall, upon request or as may be specifically required under the Plan, furnish or cause to be furnished all of the information or documentation that is necessary or required by the Plan Administrator to perform its duties and functions under the Plan. (g) Any action required of the Company relating to the Plan shall be by resolution of its Board or act of the Plan Administrator. (h) If any provision of this Plan is held to be illegal or invalid for any reason, the illegality or invalidity shall not affect the remaining provisions of the Plan, but such provision shall be fully severable, and the Plan shall be construed and enforced as if the illegal or invalid provision had never been included in the Plan. (i) Whenever any notice is required or permitted under the Plan, such notice must be in writing and personally delivered or sent by mail or next day delivery by a nationally recognized courier service. Any notice required or permitted to be delivered under this Agreement shall be deemed to be delivered on the date on which it is personally delivered, or, if mailed, whether actually received or not, on the third Business Day after it is deposited in the United States mail, certified or registered, postage prepaid, addressed to the person who is to receive it at the address which such person has previously specified by written notice delivered in accordance with this Subsection 16(i) or, if by courier, twenty-four (24) hours after it is sent, addressed as described in this Subsection 16(i). The Company or an Optionee may change, at any time and from time to time, by written notice to the other, the address which it or he had previously specified for receiving notices. Until changed in accordance with the Plan, the Company and each Optionee shall specify as its and his address for receiving notices the address set forth in the Agreement pertaining to the Shares to which such notice relates. (j) Any person entitled to notice under the Plan may waive such notice. (k) The Plan shall be binding upon the Optionee, its successors and permitted assigns, upon the Company, its successors and assigns, and upon the Board and the Plan Administrator and their successors and assigns. (l) The titles and headings of Sections are included for convenience of reference only and are not to be considered in construction of the Plan's provisions. (m) All questions arising with respect to the provisions of the Plan shall be determined by application of the laws of the State of Texas except to the extent Texas law is preempted by federal law or the corporate law of the state of the Company's incorporation. Questions arising with respect to the provisions of an Agreement that are matters of contract law shall be governed by the laws of the state specified in the Agreement, except to the extent preempted by federal law and except to the extent that the corporate law where the Company is incorporated conflicts with the contract law of such state, in which event such corporate law shall govern. The obligation of the Company to sell and deliver Shares under the Plan is subject to applicable laws and to the approval of any governmental authority required in connection with the authorization, issuance, sale, or delivery of such Shares. (n) Words used in the masculine shall apply to the feminine where applicable, and wherever the context of this Plan dictates, the plural shall be read as the singular and the singular as the plural. Section 17. Effective Date and Termination Date. The Effective Date of the Plan is October 12, 1994, the date on which it has been adopted by the Board. This Plan shall terminate on the tenth (10th) anniversary of the Effective Date. ADOPTED BY THE BOARD OF DIRECTORS: October 12, 1994 AMERICREDIT CORP. By: /s/ Chris A. Choate Chris A. Choate Secretary EX-4.4 5 STOCK OPTION AGRMT FOR THE MRKTG REP STOCK OPTION PLAN STOCK OPTION AGREEMENT FOR THE MARKETING REPRESENTATIVE STOCK OPTION PLAN OF AMERICREDIT CORP. 1. Grant of Option. As of the ___ day of ___________, 19__, ("Date of Grant") AmeriCredit Corp., (the "Company") hereby grants to ___________________ (the "Optionee") a Nonincentive Stock Option (the "Options") to acquire _____________ (____) shares of the Common Stock, one cent ($0.01) par value of the Company ("Shares") pursuant to the Marketing Representative Stock Option Plan of AmeriCredit Corp. (the "Plan"), which is incorporated herein by reference. Unless otherwise defined herein, capitalized terms shall have the same meaning as terms defined in the Plan. 2. Exercise Price. The exercise price is $_____ for each share of Common Stock subject to the Options, which price is the Fair Market Value (as defined in the Plan) on the Date of Grant of the Options. 3. Exercise Schedule. This Option shall be exercisable as follows: ______________ _______________________________________________________ _______________________ 4. Transferability. This Option is not transferable or assignable and any attempt to transfer, assign or hypothecate this Option shall cause this Option to become null and void. This Option may be exercised solely by the Optionee. 5. Termination of Option. (a) The unexercised portion of this 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 the Optionee ceases to be employed or engaged by the Company as an independent marketing representative or consultant regardless of the reason therefore; and (ii) _________________ ___, 20___ (b) The Plan Administrator in its sole discretion may, by giving written notice "cancellation notice") cancel, effective upon the date of the consummation of any of the following corporate transactions, all or any portion of this Option which remains unexercised on such date: (i) any transaction (which shall include a series of transactions occurring within 60 days or occurring pursuant to a plan), which has the result that shareholders of the Company immediately before such transaction cease to own at least 51% of the voting stock of the Company or of any entity which results from the participation of the Company in a reorganization, consolidation, merger, liquidation or any other corporate transaction; (ii) a merger, consolidation, reorganization, liquidation or dissolution in which the Company does not survive; (iii) a sale, lease, exchange or other disposition of all or substantially all of the property and assets of the Company. Such cancellation notice shall be given a reasonable period of time prior to the proposed date of such cancellation and may be given either before or after shareholder approval of such corporate transaction. (c) The Plan Administrator in his sole discretion shall have the power to cancel, effective upon the date determined by the Plan Administrator in his sole discretion, all or any portion of this Option which is then exercisable (whether or not accelerated by the Plan Administrator) upon payment to the Optionee of cash in an amount which, in the absolute discretion of the Plan Administrator, is determined to be equal to the excess of (i) the aggregate Fair Market Value of the Shares subject to such Option on the effective date of the cancellation over (ii) the aggregate exercise price of such Option. 6. Payment of Exercise Price. This Option shall be deemed exercised when (i) the Company has received written notice of such exercise in accordance with the terms of this Option, (ii) full payment of the aggregate option price of the Shares as to which this Option is exercised has been made, and (iii) if the Optionee is an employee of the Company, arrangements which are satisfactory to the Plan Administrator in his sole discretion have been made for the Optionee's payment to the Company of the amount which the Plan Administrator determines to be necessary for the Company to withhold in accordance with applicable federal or state income tax withholding requirements. The option price of any Shares purchased shall be paid solely in cash, by certified or cashier's check or by money order; provided, however, that the Plan Administrator in his sole discretion may accept a personal check in full or partial payment of any Shares. 7. Adjustment of Shares. (a) If at any time after the Date of Grant while any unexercised portion of this Option is 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 appropriate adjustment shall be made in the number of Shares and the exercise price per Share of such outstanding portion of this Option, so that the same proportion of the Company's issued and outstanding Shares shall continue to be subject to purchase at the same aggregate exercise price. (b) The Plan Administrator may change the terms of any outstanding portion of this Option with respect to the exercise price or the number of Shares subject to the Option, or both, when, in his sole discretion, such adjustment becomes appropriate by reason of any corporate transaction (as defined in Treasury Regulation Section 1.425-1(a)(1)(ii)). (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 therefore, or upon conversion of shares or obligations of the Company convertible into such shares or other securities, shall not affect, and no adjustment by reason thereof shall be made with respect to the number of or exercise price of Shares then subject to any outstanding portion of this Option. (d) Without limiting the generality of the foregoing, the existence of any outstanding portion of this Option shall not affect in any manner the right or power of the Company to make, authorize or consummate (1) any or all adjustments, recapitalizations, reorganizations or other changes in the Company's capital structure or its business; 2) any merger or consolidation of the Company; (3) any issuance by the Company of debt securities, or preferred or preference stock which would rank above the 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. 8. Issuance of Shares. No person shall be, or have any of the rights or privileges of, a shareholder of the Company with respect to any of the Shares subject to this Option unless and until certificates representing such Shares shall have been issued and delivered to such person. As a condition of any transfer of the certificate for Shares, the Plan Administrator may obtain such agreements or undertakings, if any, as he may deem necessary or advisable to assure compliance with any provision of the Plan, this Option or any law or regulation including, but not limited to, the following: (i) A representation, warranty, or agreement by the Optionee to the Company, at the time any Option is exercised, that he is acquiring the Shares to be issued to him for investment and not with a view to, or for sale in connection with, the distribution of any such Shares, and (ii) A representation, warranty, or agreement to be bound by any legends that are, in the opinion of the Plan Administrator, necessary or appropriate to comply with the provisions of any securities law deemed by the Plan Administrator to be applicable to the issuance of the Shares and are endorsed upon the Share certificates. Share certificates issued to an Optionee who is a party to any shareholders agreement or a similar agreement shall bear the legends contained in such agreements. 9. Taxes. Prior to the issuance of any Shares to Optionee under this Option, if Optionee shall be an employee of the Company, the Optionee shall pay to the Company in a form satisfactory to the Plan Administrator the amount (if any) which the Plan Administrator reasonably determines to be necessary for the Company to withhold in accordance with applicable income tax withholding requirements. If the Optionee is not an employee of the Company, the Optionee shall make satisfactory arrangements for the payment of any amounts necessary for applicable federal or state income tax laws. 10. Law Governing. This Agreement is to be performed in the State of Texas and shall be construed and enforced in accordance with and governed by the laws of such state. 11. Interpretation. The Optionee accepts this Option subject to all the terms and provisions of the Plan and this Agreement. The undersigned Optionee hereby accepts as binding, conclusive and final all decisions or interpretations of the Plan Administrator upon any questions arising under the Plan and this Agreement. 12. Severability. If any provision of this Agreement is invalid, illegal or unenforceable, the remaining provisions shall not be affected. 13. Notices. Any notice under this Agreement shall be in writing and shall be deemed to have been duly given when delivered personally or when deposited in the United States mail, registered, postage prepaid, and addressed, in the case of the Company, to the Secretary of the Company at the address indicated on the signature page of this Agreement, or if the Company should move its principal office, to such principal office, and, in the case of the Optionee, to his last permanent address shown on the Company's records, subject to the right of either party to designate some other address at any time hereafter in a notice satisfying the requirement of this section. 14. Heirs, Successors and Assigns. Each and all of the covenants, terms, provisions and agreements contained herein shall be binding upon and inure to the benefit of the Optionee's heirs, legal representatives, successors and assigns. 15. Originals. This Agreement may be executed in duplicate originals, the production of either of which shall be sufficient for all purposes for the proof of the terms of this Agreement. AMERICREDIT CORP. 200 Bailey Avenue Fort Worth, Texas 76107-1220 By: _________________________ CLIFTON H. MORRIS, JR. Chairman of the Board, President and Chief Executive Officer ______________________________ [OPTIONEE] EX-5.1 6 ATTORNEY'S OPINION January 9, 1995 AmeriCredit Corp. 200 Bailey Avenue Fort Worth, Texas 76107 Re: AmeriCredit Corp. Registration Statement on Form S-3 Ladies and Gentlemen: This firm has acted as counsel to AmeriCredit Corp., a Texas corporation (the "Company"), in connection with the preparation of the Registration Statement on Form S-3 (the "Registration Statement") to be filed with the Securities and Exchange Commission on or about January 16, 1995, under the Securities Act of 1933, as amended (the "Securities Act"), relating to 500,000 shares (the "Shares") of the Company's common stock, par value $0.01 per share (the "Common Stock"), that may be issued by the Company upon the exercise of up to 500,000 Marketing Representative Stock Options (the "Marketing Representative Stock Options") to be granted under the Marketing Representative Stock Option Plan of AmeriCredit Corp. (the "Plan") and the issuance of 500,000 Marketing Representative Stock Options under the Plan. You have requested the opinion of this firm with respect to certain legal aspects of the proposed offering. In connection therewith, this firm has examined and relied upon the original, or copies identified to our satisfaction, of (1) the Company's Articles of Incorporation and the bylaws of the Company, as amended; (2) minutes and records of the corporate proceedings of the Company with respect to the establishment of the Plan, the issuance of the Marketing Representative Stock Options pursuant to the Plan, the issuance of the Shares upon exercise of Marketing Representative Stock Options and related matters; (3) the Registration Statement and exhibits thereto, including the Plan; and (4) such other documents and instruments as this firm has deemed necessary for the expression of these opinions. In making the foregoing examinations, this firm has assumed the genuineness of all signatures and the authenticity of all documents submitted to this firm as originals, and the conformity to original documents of all documents submitted to this firm as certified or photostatic copies. As to various questions of fact material to this opinion letter, and as to the content and form of the Articles of Incorporation, the bylaws, minutes, records, resolutions and other documents or writings of the Company, this firm has relied, to the extent it deems reasonably appropriate, upon representations or certificates of officers or directors of the Company and upon documents, records and instruments furnished to this firm by the Company, without independent check or verification of their accuracy. Based upon our examination, consideration of, and reliance on the documents and other matters described above, this firm is of the opinion that: (1) the Marketing Representative Stock Options, upon their issuance, will be duly authorized and validly issued; (2) the Shares, upon their issuance, will be duly authorized, validly issued, fully paid and nonassessable shares of Common Stock of the Company. The opinions expressed in this Opinion Letter assume that (1) the Marketing Representative Stock Options are issued in accordance with the Plan, (2) the Shares are issued in accordance with the Plan and the applicable option agreement for the Marketing Representative Stock Options being exercised and pursuant to which such Shares are being issued and (3) each exercise price for the Marketing Representative Stock Options is not less than the par value per share of the Common Stock. This firm hereby consents to the filing of this opinion letter as an exhibit to the Registration Statement and to references to our firm included in or made a part of the Registration Statement. In giving this consent, this firm does not admit that it comes within the category of person whose consent is required under Section 7 of the Securities Act or the Rules and Regulations of the Securities and Exchange Commission thereunder. Very truly yours, JENKENS & GILCHRIST, a Professional Corporation By: L. Steven Leshin, Esq. -----END PRIVACY-ENHANCED MESSAGE-----