-----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, jmmQVIil1K/hhPCAWywpV4LWUVML2x4XpiP6NdRwWuMjEVxjp+AnZ174q/1uaf3Z d1zcGy6QDXvUE3fg5e/rfQ== 0000912057-94-000924.txt : 19940316 0000912057-94-000924.hdr.sgml : 19940316 ACCESSION NUMBER: 0000912057-94-000924 CONFORMED SUBMISSION TYPE: S-3 PUBLIC DOCUMENT COUNT: 5 FILED AS OF DATE: 19940315 FILER: COMPANY DATA: COMPANY CONFORMED NAME: AMERICREDIT CORP CENTRAL INDEX KEY: 0000804269 STANDARD INDUSTRIAL CLASSIFICATION: 6141 IRS NUMBER: 752291093 STATE OF INCORPORATION: TX FISCAL YEAR END: 0630 FILING VALUES: FORM TYPE: S-3 SEC ACT: 33 SEC FILE NUMBER: 033-52679 FILM NUMBER: 94516069 BUSINESS ADDRESS: STREET 1: 777 TAYLOR ST STE 800 CITY: FORT WORTH STATE: TX ZIP: 76102 BUSINESS PHONE: 8173327000 FORMER COMPANY: FORMER CONFORMED NAME: URCARCO INC DATE OF NAME CHANGE: 19920703 S-3 1 S-3 As filed with the Securities and Exchange Commission on March 15, 1994 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 of incorporation or Identification No.) organization) 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: GENERAL COUNSEL AMERICREDIT CORP. L. STEVEN LESHIN 200 BAILEY AVENUE JENKENS & GILCHRIST, A FORT WORTH, TEXAS 76107 PROFESSIONAL CORPORATION (817) 332-7000 1445 ROSS AVENUE, SUITE 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. /X/ __________
CALCULATION OF REGISTRATION FEE - ----------------------------------------------------------------------------------------------------------------------------------- Proposed Proposed maximum maximum Title of each class of offering price per aggregate Amount of securities registered Amount to be registered security(1) offering price (1) Registration fee - ----------------------------------------------------------------------------------------------------------------------------------- Common stock, $0.01 par value...... 1,500,000 Shares (2) $ 6.1875 $9,281,250(3) $3,200.43 - ----------------------------------------------------------------------------------------------------------------------------------- Stock Options to purchase 1,500,000 1,500,000 Dealership shares of common stock (4)......... Stock Options (4) (5) (5) $100.00 - ----------------------------------------------------------------------------------------------------------------------------------- TOTAL $3,300.43 - ----------------------------------------------------------------------------------------------------------------------------------- - ----------------------------------------------------------------------------------------------------------------------------------- (1) Estimated solely for the purpose of calculating the registration fee. (2) Shares issuable upon exercise of nonqualified stock options ("Dealership Stock Options") authorized to be granted to automobile dealerships under the Dealership Stock Option Plan of AmeriCredit Corp. (the "Plan"). (3) Calculated pursuant to Rule 457(c). Accordingly, the price per share of the Common Stock offered hereunder pursuant to the Plan is based on 1,500,000 shares of Common Stock reserved for issuance under the Plan and that are not currently subject to outstanding Dealership Stock Options at a price per share of $6.1875, which is the average of the highest and lowest selling price per share of Common Stock on the New York Stock Exchange on March 9, 1994. (4) Dealership Stock Options to be granted to automobile dealerships under the Plan. (5) Dealership Stock Options are granted pursuant to a formula in the Plan to eligible automobile dealerships based on the number of financing contracts sold by such automobile dealership to the registrant.
THE REGISTRANT HEREBY AMENDS THIS REGISTRATION STATEMENT ON SUCH DATE OR DATES AS MAY BE NECESSARY TO DELAY ITS EFFECTIVE DATE UNTIL THE REGISTRANT SHALL FILE A FURTHER AMENDMENT WHICH SPECIFICALLY STATES THAT THIS REGISTRATION STATEMENT SHALL THEREAFTER BECOME EFFECTIVE IN ACCORDANCE WITH SECTION 8(A) OF THE SECURITIES ACT OF 1933 OR UNTIL THE REGISTRATION STATEMENT SHALL BECOME EFFECTIVE ON SUCH DATE AS THE COMMISSION, ACTING PURSUANT TO SAID SECTION 8(A), MAY DETERMINE. - ------------------------------------------------------------------------------- - ------------------------------------------------------------------------------- INFORMATION CONTAINED HEREIN IS SUBJECT TO COMPLETION OR AMENDMENT. A REGISTRATION STATEMENT RELATING TO THESE SECURITIES HAS BEEN FILED WITH THE SECURITIES AND EXCHANGE COMMISSION. THESE SECURITIES MAY NOT BE SOLD NOR MAY OFFERS TO BUY BE ACCEPTED PRIOR TO THE TIME THE REGISTRATION STATEMENT BECOMES EFFECTIVE. THIS PROSPECTUS SHALL NOT CONSTITUTE AN OFFER TO SELL OR THE SOLICITATION OF AN OFFER TO BUY NOR SHALL THERE BE ANY SALE OF THESE SECURITIES IN ANY STATE IN WHICH SUCH OFFER, SOLICITATION OR SALE WOULD BE UNLAWFUL PRIOR TO REGISTRATION OR QUALIFICATION UNDER THE SECURITIES LAWS OF ANY SUCH STATE. Subject to Completion Preliminary Prospectus Dated March 15, 1994 1,500,000 SHARES OF COMMON STOCK ISSUABLE UPON EXERCISE OF DEALERSHIP STOCK OPTIONS AND THE ISSUANCE OF THE RELATED DEALERSHIP STOCK OPTIONS AMERICREDIT CORP. ____________ Americredit Corp., a Texas corporation (the "Company"), desires to provide an incentive to automobile dealerships to refer business to the Company through the grant by the Company of nonqualified stock options to such automobile dealerships. Such grants will be first made when a dealership becomes part of the Company's network of referring dealerships (the "Dealership Network") and thereafter will be based on the amount of business such dealership refers to the Company. On March 2, 1994, the Company's Board of Directors adopted the Dealership Stock Option Plan of AmeriCredit Corp. (the "Plan") to provide for such grants. This prospectus relates to the 1,500,000 shares (the "Shares") of common stock, $0.01 par value per share ("Common Stock"), of the Company, that will be issued upon exercise of nonqualified stock options ("Dealership Stock Options") to be granted under the Plan to automobile dealerships that become a part of the Company's Dealership Network and that refer business to the Company. This prospectus also relates to the 1,500,000 Dealership Stock Options to be granted under the Plan. The Plan provides for the automatic grant of Dealership Stock Options to participating dealerships or their designees upon a Dealership becoming a part of the Dealership Network and additional grants to such dealerships or their designees will be made thereafter at the end of each calendar quarter pursuant to a formula based on the number of financing contracts such dealerships sell to the Company during such quarter. See "The Plan--Automatic Grant of Dealership Stock Options." Each Dealership Stock Option will have an exercise price equal to the fair market value of a share of Common Stock on the option's date of grant and will expire on the third anniversary of such date of grant. Dealership Stock Options shall be exercisable in full upon their date of grant. Dealership Stock Options may not be transferred, assigned or hypothecated and any attempt to transfer, assign or hypothecate a Dealership Stock Option shall cause such Dealership Stock Option to become null and void. Generally, the shares of Common Stock received upon the exercise of Dealership Stock Options may be resold under the Securities Act of 1933, as amended (the "Securities Act"), without limitation as to either the quantity sold or the period during which such stock was held, provided such shares are acquired upon exercise of a Dealership Stock Option while the registration statement of which this prospectus is a part remains effective under the Securities Act. The grant of a Dealership Stock Option to an eligible dealership or its designee will not be taxable to such eligible dealership or designee. Upon the exercise of a Dealership Stock Option, the eligible dealership or designee will recognize ordinary compensation income at the time of the exercise in an amount equal to the excess of the then fair market value of the shares of Common Stock received over the exercise price. Because participants in the Plan will not be employees of the Company, there will be no withholding with respect to such amount. The Common Stock is traded on the New York Stock Exchange under the symbol ACF. On March 9, 1994, the last reported sale price of the Common Stock as reported by the New York Stock Exchange was $6.25 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 March __, 1994. 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, 1993; (ii) The Company's Quarterly Reports on Form 10-Q for the quarters ended September 30, 1993 and December 31, 1993; 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, including any beneficial owner of Dealership Stock Options or Shares, 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 Director of Investor Relations, 200 Bailey Avenue, Fort Worth, Texas 76107; telephone (817) 332-7000. -2- 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. Consumer finance contracts originated by automobile dealerships, which conform to the Company's credit policies, are purchased by the Company ("Contracts"), generally at a discount and without recourse against the automobile dealership. Contracts typically range in amount from $5,000 to $10,000 with repayment terms usually ranging from 24 to 60 months. The Company services its consumer loan portfolio at a centralized facility using its automated collection system. Since September 1992, the Company has also been engaged in the premium finance business through its wholly owned subsidiary, AmeriCredit Premium Finance, Inc. ("APFI"). APFI finances insurance premiums for consumers purchasing car liability and physical damage insurance through independent insurance agents. Such loans typically range in amount from $300 to $1,200 with repayment terms ranging from four to ten months. 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. -3- THE PLAN GENERAL The Company desires to provide an incentive to automobile dealerships to refer business to the Company through the grant by the Company of nonqualified stock options to such automobile dealerships. Such grants will be first made when a dealership becomes part of the Dealership Network and thereafter will be based on the amount of business such dealership refers to the Company. On March 2, 1994, the Company's Board of Directors adopted the Plan to provide for such grants. Competition for the purchase of Contracts from referring automobile dealerships among finance companies and banks is intense. Through the implementation of the Plan, the Company intends to provide an additional incentive for an automobile dealership to become a part of the Company's Dealership Network and to refer business to the Company. Such incentives will be in addition to the normal and usual terms under which the Company and others acquire Contracts from dealerships. Thus, the Company has adopted the Plan to provide a means for the Company to enhance its competitive position. The Company believes that by providing the referring automobile dealerships an opportunity to participate in the possible success and growth of the Company through the ownership of Dealership Stock Options, the referring dealerships will possibly have an added incentive to refer Contracts to the Company. Further, the dealerships' interests will, by virtue of the ownership of the Dealership Stock Options, be more closely aligned with the interests of the Company and its shareholders. However, because the Dealership Stock Options will have an exercise price equal to the fair market value of a share of Common Stock on the date of grant, there can be no assurances that the holders of the Dealership Stock Options will realize any benefits from the acquisition and ownership of the Dealership Stock Options. Furthermore, participants in the Plan should recognize that the purchase of shares of Common Stock of the Company pursuant to the exercise of Dealership Stock Options, like the purchase of any other security, involves an element of risk as the market value of such shares may go down as well as up. The statements in this prospectus concerning the terms and provisions of the Plan are summaries and do not purport to be complete. All such statements are qualified in their entirety by reference to the full text of the documents filed as exhibits to the registration statement of which this prospectus is a part. Additional updating and other information with respect to the Plan and the Dealership Stock Options and Shares offered thereunder may be provided in the future to holders of Dealership Stock Options. The Plan is not a qualified deferred compensation plan under section 401(a) of the Internal Revenue Code of 1986, as amended (the "Code"), and is exempt from the provisions of the Employee Retirement Income Security Act of 1974, as amended. Eligible dealerships under the Plan may obtain additional information regarding the Plan and its administration from the Company's Director of Investor Relations, 200 Bailey Avenue, Fort Worth, Texas 76107. The Director of Investor Relations may also be reached by phone at (817) 332-7000. PURPOSE OF THE PLAN The purpose of the Plan is to provide an additional incentive to automobile dealerships to refer business to the Company. In furtherance of this purpose, the Plan authorizes the granting of Dealership Stock Options to certain automobile dealerships that become a part of the Dealership Network, or their designees, and thereafter to such dealerships or their designees based on the amount of business referred to the Company by such dealership. -4- ELIGIBILITY Any business that sells automobiles to the general public and becomes a part of the Dealership Network by signing, among other documents, a Dealership Participation Letter (an "Eligible Dealership"), as provided in the Plan, is eligible for the grant of Dealership Stock Options. ADMINISTRATION The Chief Executive Officer of the Company or an officer or officers of the Company or a subsidiary of the Company designated by the Chief Executive Officer shall administer the Plan (herein the term "Plan Administrator" shall refer to whoever is administering the Plan at any given time). The Plan Administrator, from time to time, may adopt rules and regulations for carrying out the purposes of the Plan. The determinations and the interpretation and construction of any provision of the Plan by the Plan Administrator are final, binding and conclusive. AUTOMATIC GRANT OF DEALERSHIP STOCK OPTIONS The Plan provides for the automatic grant of Dealership Stock Options to Eligible Dealerships or their designees. On the date that an Eligible Dealership becomes a part of the Dealership Network by executing its Dealership Participation Letter and other required documents, such Eligible Dealership or its designee shall receive a Dealership Stock Option exercisable to purchase shares of Common Stock. The Plan Administrator shall, in its sole discretion, determine the total amount of shares of Common Stock for which such Dealership Stock Option shall be exercisable. Subsequently, on the last day of each calendar quarter, each Eligible Dealership or its designee shall be granted a Dealership Stock Option exercisable for a certain number of shares of Common Stock pursuant to a formula as provided in the Plan based on the number of Contracts that such Eligible Dealership has sold to the Company in such quarter. Such formula provides that if in any calendar quarter an Eligible Dealership has sold to the Company (i) less than 25 Contracts, such Eligible Dealership would receive no Dealership Stock Options; (ii) 25 to 50 Contracts, such Eligible Dealership would receive Dealership Stock Options exercisable for such number of shares of Common Stock as is the result of the number of Contracts sold to the Company by such Eligible Dealership in such quarter multiplied by 150 and divided by the fair market value of a share of Common Stock on the last business day of such quarter; or (iii) over 50 Contracts, such Eligible Dealership would receive Dealership Stock Options exercisable for such number of shares of Common Stock as is the product of (X) the number of Contracts sold to the Company by such Eligible Dealership during such quarter, less 25 and (Y) 300, divided by the fair market value of a share of Common Stock on the last business day of such quarter. For example, pursuant to the formula, a dealership that sells 25 Contracts to the Company in a calendar quarter where the closing sales price of Common Stock on the last business day of such quarter is $7.00 per share would receive Dealership Stock Options to purchase 536 shares of Common Stock with an exercise price of $7.00 per share (e.g. 25 Contracts multiplied by 150 and divided by the fair market value of a share of Common Stock of $7.00 equals 536 Shares subject to Dealership Stock Options). In contrast, pursuant to the formula, a dealership that sells 100 Contracts to the Company in the same calendar quarter would receive Dealership Stock Options to purchase 3,214 shares of Common Stock with an exercise price of $7.00 per share (e.g. 100 Contracts, less 25, multiplied by 300 and divided by the fair market value of a share of Common Stock of $7.00 equals 3,214 Shares subject to such Dealership Stock Options). Dealership Stock Options shall be granted to Eligible Dealerships or their designees, if any, as designated in such Eligible Dealership's Dealership Participation Letter, as such letter may be supplemented from time to time, but not any more frequently than one supplement every calendar quarter. -5- TYPE OF STOCK OPTION Dealership Stock Options shall be nonqualified stock options and will not be entitled to the tax treatment of incentive stock options as defined in Section 422 of the Code. OPTION AGREEMENTS Each Dealership Stock Option shall be evidenced by an Option Agreement that shall contain such terms as determined by the Plan Administrator and as are not inconsistent with the Plan or applicable law. The Plan Administrator shall deliver such Option Agreements within a reasonable time period following such Dealership Stock Option's date of grant. The Option Agreement shall be issued in the name of the Eligible Dealership or such other person as may be designated by the Eligible Dealership. EXERCISE PRICE The exercise price per share of Common Stock of any Dealership Stock Option shall be the fair market value per share of Common Stock on the date of grant of such Dealership Stock Option. As defined in the Plan, the fair market value of a Share of Common Stock on a specified date, provided the Common Stock continues to trade on the New York Stock Exchange, is the closing sales price on the date of grant or the next business day prior thereto, if such shares did not trade on the date of grant. EXERCISE OF DEALERSHIP STOCK OPTIONS AND PAYMENT Each Dealership Stock Option is immediately exercisable on or after its date of grant. A Dealership Stock Option may be exercised by written notice to the Company. Such written notice shall be in accordance with the terms of the agreement evidencing such Dealership Stock Option, and must be accompanied by payment of the full exercise price for the Shares the holder of the Dealership Stock Option (an "Optionee") chooses to exercise. Unless further limited in any agreement evidencing a Dealership Stock Option by the Plan Administrator, the exercise price for any Shares purchased shall be paid solely in cash, by certified or cashier's check or by money order. The Plan Administrator, in its sole discretion, may accept a personal check in full or partial payment of any Shares. In order to assure compliance with the securities laws, during any time that the registration statement of which this prospectus is a part is not effective, the Plan Administrator may require such evidence as it may deem necessary to establish that the shares of Common Stock are being purchased for investment and not with a view to, or for sale in connection with, a distribution (as that term is defined under the Securities Act). If this prospectus is not then part of an effective registration statement, the Plan Administrator may further require legends on the certificates representing the Shares. As a condition to the transfer of a certificate representing Shares, the Plan Administrator may obtain such agreements or undertakings, if any, as it may deem necessary or advisable to assure compliance with any provision of the Plan or any law or regulation. TERMINATION OR CANCELLATION OF DEALERSHIP STOCK OPTION The unexercised portion of a Dealership Stock Option will automatically terminate on the third anniversary of such Dealership Stock Option's date of grant. In anticipation of certain major corporate events, such as, among other things, certain changes in control, mergers or sales of substantially all of the assets of the Company (a "Cancellation Event"), the Plan Administrator may, after thirty days' written notice to an Optionee (the "Cancellation Notice"), cancel any portion of a Dealership Stock Option that remains exercisable upon the consummation of such Cancellation Event. If the Cancellation Event is not consummated, the Cancellation Notice relating to such Cancellation Event shall be of no effect. An Optionee, in any event, will have the opportunity to exercise the Optionee's Dealership Stock Options in full prior to such Cancellation Event. -6- TRANSFERABILITY Dealership Stock Options may not be transferred, assigned or hypothecated after their grant and any attempt to transfer, assign or hypothecate a Dealership Stock Option shall cause such Dealership Stock Option to become null and void. Dealership Stock Options may be exercised solely by the Optionee. RESERVE OF COMMON STOCK Shares of Common Stock to be issued upon the exercise of Dealership Stock Options may be either shares held in the Company's treasury or from authorized but unissued shares. If any Dealership Stock Option or any part of such Dealership Stock Option, expires, terminates or is canceled or surrendered as to any Shares, for any reason without having been exercised in full, the Shares allocable to the unexercised portion of such Dealership Stock Option may again be subject to the grant of Dealership Stock Options under the Plan. TERM OF THE PLAN The Plan became effective on the date of this prospectus (the "Effective Date"). The Plan is to continue in effect until the tenth anniversary of the Effective Date unless sooner terminated by the Company. ADJUSTMENTS In the event of any stock dividend, stock split-up, combination or exchange of shares of Common Stock, appropriate adjustments shall be made to (i) the number of shares reserved under the Plan; (ii) the number of shares subject to each outstanding Dealership Stock Option; (iii) the exercise price of each outstanding Dealership Stock Option and (iv) the number of shares subject to subsequently granted Dealership Stock Options. No adjustment shall be made upon the issuance of shares of the Company's capital stock or securities convertible into the Company's capital stock, either in connection with a direct sale or upon the exercise of rights or to subscribe therefor, or upon the conversion of shares or obligations of the Company convertible into such shares or other securities. AMENDMENT The Company's Board of Directors may amend, modify or terminate the Plan and any outstanding Dealership Stock Option at any time and in any respect. Except with regard to the cancellation of a Dealership Stock Option upon the consummation of a Cancellation Event where the Optionee's consent is not required, the Board of Directors may not amend, modify or terminate an outstanding Dealership Stock Option without the Optionee's consent if such amendment, modification or termination materially impairs such outstanding Dealership Stock Option. PROCEEDS The proceeds received by the Company from the sale of Shares will be used for general corporate purposes. LISTING The Company has applied for a listing of the Shares on the New York Stock Exchange, subject to official notice of issuance. -7- FEDERAL INCOME TAX CONSEQUENCES GENERAL The federal tax information set forth below is based upon present federal income tax laws and thus is subject to change when such laws change. Moreover, this summary of tax consequences attempts to paraphrase only the general rules and is not intended to be a complete description of all tax effects from participation in the Plan. GRANT OF DEALERSHIP STOCK OPTIONS The grant of a Dealership Stock Option will not be taxable to the recipient Optionee. EXERCISE OF OPTION Generally, upon the exercise of a Dealership Stock Option, an Optionee will recognize ordinary compensation income at the time of the exercise in an amount equal to the excess of the then fair market value of the shares of Common Stock received over the exercise price. Because participants in the Plan will not be employees of the Company, there will be no withholding with respect to such amount. SALE OF SHARES AFTER EXERCISE When shares of Common Stock received upon the exercise of a Dealership Stock Option are subsequently sold or exchanged in a taxable transaction, the Optionee generally will recognize capital gain (or loss) in the amount by which the amount realized exceeds (or is less than) the fair market value of the Common Stock on the date the Dealership Stock Option was exercised. Such capital gain or loss will be long-term or short-term depending upon the Optionee's holding period following the exercise of the Dealership Stock Option. TAX CONSEQUENCES TO THE COMPANY The Company will not be entitled to a deduction for federal income tax purposes for the granting of any Dealership Stock Option. The Company will generally be entitled to a deduction for federal income tax purposes when an Optionee exercises a Dealership Stock Option in the same amount as the ordinary income realized by the Optionee. All such deductions are subject to the usual rules regarding the reasonableness of compensation. INDIVIDUAL TAX CONSULTATION In addition to the federal income tax consequences described above, the acquisition, ownership or disposition of a Dealership Stock Option or shares acquired upon the exercise of a Dealership Stock Option may have tax consequences under various state or foreign laws that may be applicable to certain Optionees. Since these tax consequences, as well as the federal income tax consequences described above, may vary from Optionee to Optionee depending upon the particular facts and circumstances involved, each Optionee should consult its own tax advisor with respect to the federal income tax consequences of the grant or exercise of an Option, and also with respect to any tax consequences under applicable state or foreign law. RESTRICTIONS ON RESALE Shares of Common Stock acquired upon exercise of Dealership Stock Options may be sold only in compliance with the registration requirements of the Securities Act and applicable state securities laws or exemptions therefrom. The Company has filed with the Commission a Registration Statement on Form S-3 registering under the Securities Act the issuance of the Dealership Stock Options and the sale of the Shares issuable upon the exercise of Dealership Stock Options (the "Registration Statement"). Consequently, under the federal securities laws, persons not deemed to be affiliates of the Company within the meaning of the Securities Act and applicable regulations promulgated thereunder by the Commission may exercise Dealership Stock Options and resell Shares under the -8- Securities Act without limitation as to either the quantity sold or the period during which such stock was held, provided such Shares are acquired upon exercise of a Dealership Stock Option while the Registration Statement under the Securities Act covering the issuance of such Shares is in effect. Persons who are "affiliates" of the Company may resell Shares under the Securities Act only (i) in accordance with the provisions of Rule 144 of the Securities Act promulgated by the Commission (exclusive of the two-year holding period if such Shares are acquired upon exercise of a Dealership Stock Option while the Registration Statement covering the issuance of such Shares is in effect) or some other exemption from registration under the Securities Act, or (ii) pursuant to an applicable, current and effective registration statement under the Securities Act, including Form S-1 or Form S-3, but not including a registration statement on Form S-8. As of the date of this prospectus, there is no registration statement that registers sales of Shares by affiliates of the Company. An affiliate of the Company, as defined in Rule 405 promulgated by the Commission, is a person that directly, or indirectly through one or more intermediaries, controls or is controlled by, or is under common control with, the Company. The determination of whether a person is an affiliate of the Company is primarily a factual one based upon whether he possesses, directly or indirectly, individually or in concert with others, the power to direct or cause the direction of the management or policies of the Company, whether through the ownership of voting stock, by executive position, by membership on the Company's Board of Directors, by contract or otherwise. Therefore, each Optionee should consult its legal counsel concerning whether it is an affiliate of the Company and the attendant restrictions on the resale of Shares under the Securities Act. LEGAL MATTERS The validity of Dealership Stock Options and the Shares will be passed upon for the Company by Jenkens & Gilchrist, a Professional Corporation, Dallas, Texas. EXPERTS The consolidated balance sheets as of June 30, 1993 and 1992 and the consolidated statements of income, retained earnings, and cash flows for each of the three years in the period ended June 30, 1993, incorporated by reference in this prospectus, have been incorporated herein in reliance on the report of Coopers & Lybrand, independent accountants, given on the authority of that firm as experts in accounting and auditing. -9- 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............... 8 RESTRICTIONS ON RESALE..... 8 LEGAL MATTERS.............. 9 EXPERTS.................... 9 1,500,000 SHARES OF COMMON STOCK ISSUABLE UPON EXERCISE OF DEALERSHIP STOCK OPTIONS AND THE ISSUANCE OF THE RELATED DEALERSHIP STOCK OPTIONS AMERICREDIT CORP. PROSPECTUS MARCH __, 1994 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................................ $ 3,000 Legal fees and expenses......................... 7,500 Accounting fees and expenses.................... 3,000 Stock exchange listing fee...................... 1,500 Blue sky fees and expenses...................... 3,600 Miscellaneous expenses.......................... 1,000 ------- Total $19,600
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 Exhibit 3.1 of the registrant's Annual Report on Form 10-K for the fiscal year ended June 30, 1993). 4.2 -- Bylaws of the registrant, as amended to date (incorporated by reference to Exhibit 3.2 of registrant's Annual Report on Form 10-K for the year ended June 30, 1993). 4.3* -- Dealership Stock Option Plan of AmeriCredit Corp. 4.4* -- Form of Dealership Stock Option Agreement under the Dealership Stock Option Plan of AmeriCredit Corp. 4.5* -- Form of Dealership Participation Letter under the Dealership Stock Option Plan of AmeriCredit Corp. 5.1* -- Opinion of Jenkens & Gilchrist, a Professional Corporation, counsel for the Company, as to the validity of issuance of the Dealership Stock Options and the Common Stock. 23.1* -- Consent of Jenkens & Gilchrist, a Professional Corporation (to be included in the Opinion in Exhibit 5.1). 23.2* -- Consent of Coopers & Lybrand (included in this Part II). 24.1* -- Power of Attorney of certain officers and directors (included on the initial signature page hereto). _______ * Filed herewith. II-1 ITEM 17. UNDERTAKINGS. The undersigned registrant hereby undertakes: (1) To file, during any period in which offers or sales are being made, a post-effective amendment to this registration statement: (i) To include any prospectus required by section 10(a)(3) of the Securities Act of 1933; (ii) To reflect in the prospectus any facts or events arising after the effective date of the registration statement (or the most recent post-effective amendment thereof) which, individually or in the aggregate, represent a fundamental change in the information set forth in the registration statement; (iii) To include any material information with respect to the plan of distribution not previously disclosed in the registration statement or any material change to such information in the registration statement; PROVIDED, HOWEVER, that paragraphs (1)(i) and (1)(ii) do not apply if the information required to be included in a post-effective amendment by those paragraphs is contained in periodic reports filed by the registrant pursuant to section 13 or section 15(d) of the Securities Exchange Act of 1934 that are incorporated by reference in the registration statement. (2) That, for the purpose of determining any liability under the Securities Act of 1933, each such post-effective amendment shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof. (3) To remove from registration by means of a post-effective amendment any of the securities being registered which remain unsold at the termination of the offering. Insofar as indemnification for liabilities arising under the Securities Act of 1933 may be permitted to directors, offices and controlling persons of the registrant pursuant to the foregoing provisions, or otherwise, the registrant has been advised that in the opinion of the Securities and Exchange Commission such indemnification is against public policy as expressed in the Act and is, therefore, unenforceable. In the event a claim for indemnification against such liabilities (other than the payment by the registrant of expenses incurred or paid by a director, officer or controlling person of the registrant in the successful defense of any action, suit or proceeding) is asserted by such director, officer or controlling person in connection with the securities being registered, the registrant will, unless in the opinion of its counsel the matter has been settled by controlling precedent, submit to a court of appropriate jurisdiction the question whether such indemnification by it 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. II-2 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 MARCH 2, 1994. 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 of the March 2, 1994 - -------------------------- Board, President (Clifton H. Morris, Jr. and Chief Executive Officer of the Company /s/ Daniel E. Berce Vice President, March 2, 1994 - ------------------- Chief Financial (Daniel E. Berce) Officer,Treasurer and Director of the Company (Principal Financial and Accounting Officer) /s/ Michael R. Barrington Vice President March 2, 1994 - ------------------------- and Director of (Michael R. Barrington) the Company - ---------------------- Director of the ____________, 1994 (James H. Greer) Company II-3 SIGNATURE CAPACITY DATE --------- -------- ---- /s/ Gerald W. Haddock Director of the March 2, 1994 - --------------------- Company (Gerald W. Haddock) /s/ Kenneth H. Jones, Jr. Director of the March 2, 1994 - ------------------------- Company (Kenneth H. Jones, Jr.) II-4 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 11, 1993, on our audit of the financial statements of AmeriCredit Corp. as of June 30, 1993. We also consent to the reference to our firm under the caption "Experts." COOPERS & LYBRAND Fort Worth, Texas, March 8, 1994 II-5 EXHIBIT INDEX SEQUENTIALLY EXHIBIT DOCUMENT DESCRIPTION NUMBERED NUMBER PAGE ------- ----------- 4.1 -- Articles of Incorporation of AmeriCredit Corp., as amended to date (incorporated by reference to Exhibit 3.1 of the registrant's Annual Report on Form 10-K for the fiscal year ended June 30, 1993). 4.2 -- Bylaws of the registrant, as amended to date (incorporated by reference to Exhibit 3.2 of registrant's Annual Report on Form 10-K for the year ended June 30, 1993). 4.3* -- Dealership Stock Option Plan of AmeriCredit __ Corp. 4.4* -- Form of Dealership Stock Option Agreement under the Dealership Stock Option Plan of __ AmeriCredit Corp. 4.5* -- Form of Dealership Participation Letter under the Dealership Stock Option Plan of __ AmeriCredit Corp. 5.1* -- Opinion of Jenkens & Gilchrist, a Professional Corporation, counsel for the Company, as to the validity of issuance of the Dealership __ Stock Options and the Common Stock. 23.1* -- Consent of Jenkens & Gilchrist, a Professional Corporation (to be included in the Opinion in Exhibit 5.1). 23.2* -- Consent of Coopers & Lybrand (included in this Part II). 24.1* -- Power of Attorney of certain officers and directors (included on the initial signature page hereto). _______________ * Filed herewith. EX-4. 2 EXHIBIT 4.3 EXHIBIT 4.3 DEALERSHIP STOCK OPTION PLAN OF AMERICREDIT CORP. SECTION 1. PURPOSE. The purpose of the Dealership Stock Option Plan of AmeriCredit Corp. (the "PLAN") is to provide an additional incentive to automobile dealerships to refer business to the Company. In furtherance of this purpose, the Plan authorizes the granting of nonqualified stock options to certain automobile dealerships that become a part of the Company's network of referring automobile dealerships (the "DEALERSHIP NETWORK") and thereafter based on the amount of business referred to the Company by such automobile dealerships. SECTION 2. DEFINITIONS. As used herein, the following terms shall have the meaning indicated: (A) "AGREEMENT" shall mean the agreement 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) "CONTRACT" shall mean a motor vehicle installment sales contract assigned to and purchased by the Company from an Eligible Dealership. (G) "DATE OF GRANT" shall mean the date on which an Option is granted to an Eligible Person pursuant to SUBSECTIONS 6(B) and 6(C) hereof. (H) "DEALERSHIP" shall mean a business that sells automobiles to the general public. (I) "DEALERSHIP PARTICIPATION LETTER" shall mean a letter between the Company and a Dealership substantially in a form approved by the Plan Administrator and as such letter may be supplemented by the Dealership from time to time (but not any more frequently than once every calendar quarter). (J) "DESIGNEE" shall mean such persons or persons, if any, designated by an Eligible Dealership in its Dealership Participation Letter, as such letter may be supplemented from time to time (but not any more frequently than once every calendar quarter), to receive Dealership Stock Options on behalf of such Eligible Dealership. (K) "DIRECTOR" shall mean a member of the Board. (L) "EFFECTIVE DATE" shall mean the effective date of the Registration Statement on Form S-3 registering the issuance of Options and the sale of Shares upon the exercise of Options. (M) "ELIGIBLE DEALERSHIP" shall mean a Dealership that executes, during the term of this Plan, a Dealership Participation Letter and all other eligibility documents that may be required by the Plan Administrator. (N) "EXCHANGE ACT" shall mean the Securities Exchange Act of 1934, as amended. (O) "FAIR MARKET VALUE" shall mean: (I) If Shares are listed on a national securities exchange at the date of determining the Fair Market Value, (A) The closing sales price on such exchange on the Date of Grant as reported in any newspaper of general circulation, or (B) If the Shares shall not have traded on such exchange on such date, the closing sales price on such exchange on the next Business Day prior thereto as reported in any newspaper of general circulation; or (II) If Shares shall not be listed as provided in SUBSECTION 2(O)(I), a value determined by any fair and reasonable means prescribed by the Plan Administrator. (P) "GRANT DETERMINATION DATE" shall mean each March 31, June 30, September 30 and December 31 during the term of this Plan. (Q) "INTERNAL REVENUE CODE" or "CODE" shall mean the Internal Revenue Code of 1986 as it now exists or may be amended from time to time and the rules thereunder. 2 (R) "NONQUALIFIED STOCK OPTION" shall mean a stock option that is not an incentive stock option as defined in Section 422 of the Internal Revenue Code. (S) "OPTION" (when capitalized) shall mean any stock option granted under this Plan. (T) "OPTIONEE" shall mean an Eligible Dealership or its Designee to whom an Option is granted under this Plan. (U) "PLAN" shall mean this Dealership Stock Option Plan of AmeriCredit Corp. (V) "PLAN ADMINISTRATOR" shall mean the person or persons administering the Plan as provided in SECTION 4. (W) "SHARE(S)" shall mean a share or shares of the Common Stock. SECTION 3. TOTAL AGGREGATE SHARES. Subject to adjustments provided in SECTION 13 hereof, a total of one million five hundred thousand (1,500,000) Shares shall be subject to the Plan. The Shares subject to the Plan shall consist of unissued Shares or previously issued Shares reacquired and held by the Company and such number of Shares shall be and hereby is reserved for sale for such purpose. Any of such Shares that may remain unsold and that are not subject to outstanding Options at the termination of the Plan shall cease to be reserved for the purpose of the Plan, but until termination of the Plan, the Company shall at all times reserve a sufficient number of Shares to meet the requirements of the Plan. Should any Option expire, terminate, or be canceled or surrendered prior to its exercise in full, the Shares theretofore subject to such Option may again be the subject of an Option under the Plan. SECTION 4. ADMINISTRATION OF THE PLAN. (A) The Plan shall be administered by the Chief Executive Officer of the Company or any officer or officers of the Company or any subsidiary designated by the Chief Executive Officer (herein the term "PLAN ADMINISTRATOR" shall refer to whoever is administering this Plan from time to time). (B) Subject to the express provisions of this Plan, the Plan Administrator shall have the authority, in its sole and absolute discretion (i) to adopt, amend and rescind administrative and interpretive rules and regulations relating to the Plan; (ii) to determine the terms and provisions of the respective Agreements (which need not be identical); provided, however, such terms and provisions shall not be inconsistent with this Plan; (iii) to construe the terms of any Agreement and the Plan; (iv) as provided in 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 (v) to make all other determinations and perform all other 3 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. AUTOMATIC GRANT OF OPTIONS. (A) Options shall be granted only to Eligible Dealerships or their Designees. Each Option shall be evidenced by an Agreement, which shall contain such terms as the Plan Administrator deems advisable and that are not inconsistent with this Plan or applicable laws. The Plan Administrator shall deliver Agreements to evidence Options granted hereunder within a reasonable period following such Option's Date of Grant. Such Option shall be issued in the name of the Eligible Dealership or its Designee. (B) An Option shall automatically be granted to an Eligible Dealership or its Designee on the date the Eligible Dealership executes its Dealer Participation Letter. The Plan Administrator in its sole discretion shall determine the total number of Shares that such Option may purchase. The date the Eligible Dealership executes its Dealer Participation Letter shall be such Option's Date of Grant. (C) Options shall automatically be granted to each Eligible Dealership or its Designee on each Grant Determination Date as follows: (I) If an Eligible Dealership sold to the Company less than 25 Contracts during the calendar quarter ending on the Grant Determination Date, the Eligible Dealership or its Designee shall be awarded no Options on such Grant Determination Date; (II) If an Eligible Dealership sold to the Company from 25 to 50 Contracts during the calendar quarter ending on the Grant Determination Date, the Eligible Dealership or its Designee shall receive on the Grant Determination Date an Option exercisable for such number of Shares as is the result of the number of Contracts sold to the Company by such Eligible Dealership during such quarter multiplied by 150 and divided by the Fair Market Value of a Share on the Grant Determination Date; or (III) If an Eligible Dealership sold to the Company over 50 Contracts during the calendar quarter ending on the Grant Determination Date, 4 the Eligible Dealership or its Designee shall receive on the Grant Determination Date an Option exercisable for such number of Shares as is the product of (X) the number of Contracts sold to the Company by such Eligible Dealership during such quarter, less 25, and (Y) 300 divided by the Fair Market Value of a Share on the Grant Determination Date. All such results shall be rounded to the nearest whole Share. The Date of Grant of an Option awarded pursuant to SUBSECTIONS 6(B)(II) or (III) shall be the respective Grant Determination Date. The Plan Administrator shall have full discretion as to the date when a Contract is sold to the Company. SECTION 7. EXERCISE PRICE. The exercise or option price of each Share issuable upon exercise of an Option shall be the Fair Market Value of such Share on the Date of Grant. SECTION 8. EXERCISE OF OPTIONS. (A) An Option shall be fully exercisable on its Date of Grant. An Option may be exercised at any time and from time to time during the term of such Option, in whole or in part but with regard to whole Shares only. No fractions of Shares will be issued upon the exercise of an Option. (B) Options may be exercised solely by the Optionee and may not be assigned or hypothecated in any manner. (C) An Option shall be deemed exercised when: (i) the Company has received written notice of such exercise delivered to the Company in accordance with the notice provisions of the applicable Agreement; and (ii) full payment of the aggregate exercise price of the Shares as to which the Option is exercised has been tendered to the Company. (D) The exercise price of any Shares purchased shall be paid solely in cash, by certified or cashier's check, or by money order or in the discretion of the Plan Administrator or an employee of the Company designated by the Plan Administrator, by personal check. (E) The Optionee shall not be, nor have any of the rights or privileges of, a shareholder of the Company with respect to any Shares purchasable upon the exercise of any part of an Option unless and until certificates representing such Shares shall have been issued by the Company to the Optionee. 5 SECTION 9. TERMINATION OF OPTION PERIOD. (A) The unexercised portion of an Option shall automatically and without notice terminate and become null and void and be forfeited upon the third anniversary of its Date of Grant. (B) The Plan Administrator, in its sole discretion, may, by giving written notice to an Optionee ("Cancellation Notice"), cancel any portion of an Option that remains 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. Subject to earlier termination as provided in SUBSECTION 9(B), each Option granted under this Plan shall have a term of three (3) years from the Date of Grant of such Option. 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. 6 (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 7 to the issuance of the Shares and are endorsed upon the certificates representing the Shares. SECTION 14. AMENDMENT, MODIFICATION, SUSPENSION OR DISCONTINUANCE OF THIS PLAN. The Board may amend, modify or terminate the Plan and any outstanding Options at any time and in any respect. The Board may not, however, amend, modify or terminate an outstanding Option without the Optionee's consent if such amendment, modification or termination materially impairs such outstanding Option. In any event, the Board may amend, modify or terminate an outstanding Option without the Optionee's consent as provided in SUBSECTION 9(B). SECTION 15. GOVERNMENTAL REGULATIONS. This Plan, and the granting of Options and the exercise of Options hereunder and the obligation of the Company to sell and deliver Shares under such Options shall be subject to all applicable laws, rules and regulations, and to such approvals by any governmental agencies or national securities exchanges as may be required. SECTION 16. MISCELLANEOUS. (A) The proceeds received by the Company from the sale of Shares pursuant to Options shall be used for general corporate purposes. (B) Neither the members of the Board nor any Plan Administrator shall be liable for any act, omission, or determination taken or made in good faith with respect to the Plan or any Option granted under it, and members of the Board and the Plan Administrator shall be entitled to indemnification and reimbursement by the Company in respect of any claim, loss, damage, or expense (including attorneys' fees, the costs of settling any suit (provided such settlement is approved by independent legal counsel selected by the Company) and amounts paid in satisfaction of a judgment, except a judgment based on a finding of bad faith) arising from such claim, loss, damage, or expense to the full extent permitted by law and under any directors' and officers' liability or similar insurance coverage that may from time to time be in effect. (C) Any payment of cash or any issuance or transfer of Shares to the Optionee, in accordance with the provisions of the Plan, shall, to the extent thereof, be in full satisfaction of all claims of such persons under the Plan. The Plan Administrator may require any Optionee as a condition precedent to such payment or issuance or transfer of Shares, to execute a release and receipt for such payment or issuance or transfer of Shares in such form as it shall determine. (D) Neither the Plan Administrator nor the Company guarantees Shares from loss or depreciation. 8 (E) All expenses incident to the administration, termination, or protection of the Plan, including, but not limited to, legal and accounting fees, shall be paid by the Company; provided, however, the Company may recover any and all damages, fees, expenses and costs arising out of any actions taken by the Company to enforce its rights under the Plan, a Dealership Participation Letter or an Agreement. (F) Records of the Company shall be conclusive for all purposes under the Plan, unless determined by the Plan Administrator to be incorrect. (G) The Company shall, upon request or as may be specifically required under the Plan, furnish or cause to be furnished all of the information or documentation that is necessary or required by the Plan Administrator to perform its duties and functions under the Plan. (H) The Company assumes no liability to the Optionee for any act of, or failure to act on the part of, the Plan Administrator. (I) Any action required of the Company relating to the Plan shall be by resolution of its Board or act of the Plan Administrator. (J) If any provision of this Plan is held to be illegal or invalid for any reason, the illegality or invalidity shall not affect the remaining provisions of the Plan, but such provision shall be fully severable, and the Plan shall be construed and enforced as if the illegal or invalid provision had never been included in the Plan. (K) Whenever any notice is required or permitted under the Plan, such notice must be in writing and personally delivered or sent by mail or next day delivery by a nationally recognized courier service. Any notice required or permitted to be delivered under this Agreement shall be deemed to be delivered on the date on which it is personally delivered, or, if mailed, whether actually received or not, on the third Business Day after it is deposited in the United States mail, certified or registered, postage prepaid, addressed to the person who is to receive it at the address which such person has previously specified by written notice delivered in accordance with this SUBSECTION 16(K) or, if by courier, twenty-four (24) hours after it is sent, addressed as described in this SUBSECTION 16(K). The Company or an Optionee may change, at any time and from time to time, by written notice to the other, the address which it or he had previously specified for receiving notices. Until changed in accordance with the Plan, the Company and each Optionee shall specify as its and his address for receiving notices the address set forth in the Agreement pertaining to the Shares to which such notice relates. (L) Any person entitled to notice under the Plan may waive such notice. 9 (M) The Plan shall be binding upon the Optionee, its successors and permitted assigns, upon the Company, its successors and assigns, and upon the Board and the Plan Administrator and their successors and assigns. (N) The titles and headings of Sections are included for convenience of reference only and are not to be considered in construction of the Plan's provisions. (O) All questions arising with respect to the provisions of the Plan shall be determined by application of the laws of the State of Texas except to the extent Texas law is preempted by federal law or the corporate law of the state of the Company's incorporation. Questions arising with respect to the provisions of an Agreement that are matters of contract law shall be governed by the laws of the state specified in the Agreement, except to the extent preempted by federal law and except to the extent that the corporate law where the Company is incorporated conflicts with the contract law of such state, in which event such corporate law shall govern. The obligation of the Company to sell and deliver Shares under the Plan is subject to applicable laws and to the approval of any governmental authority required in connection with the authorization, issuance, sale, or delivery of such Shares. (P) Words used in the masculine shall apply to the feminine where applicable, and wherever the context of this Plan dictates, the plural shall be read as the singular and the singular as the plural. SECTION 17. EFFECTIVE DATE AND TERMINATION DATE. The Effective Date of the Plan is the effective date of the Registration Statement on Form S-3 of the Company relating to the issuance of Options and the offering of Shares. This Plan shall terminate on the tenth (10th) anniversary of the Effective Date. ADOPTED BY THE BOARD OF DIRECTORS: March 2, 1994 AMERICREDIT CORP. By: ---------------------------- CHRIS A. CHOATE SECRETARY 10 EX-4. 3 EXHIBIT 4.4 EXHIBIT 4.4 THE OPTIONS EVIDENCED BY THIS OPTION AGREEMENT ARE NONTRANSFERABLE DEALERSHIP STOCK OPTION AGREEMENT FOR THE DEALERSHIP STOCK OPTION PLAN OF AMERICREDIT CORP. ___________ This Option Agreement (the "OPTION AGREEMENT") evidences nonqualified stock options ("OPTIONS") exercisable for a total of ____________ (__,___) shares of common stock, par value $0.01 per share ("COMMON STOCK"), of AmeriCredit Corp., a Texas corporation (the "COMPANY"), that are hereby granted to _____________________________________________________ (the "OPTIONEE"), at the price determined as provided in, and in all respects subject to the terms, definitions and provisions of, the Dealership 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. SECTION 1. 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) of a share of Common Stock on the Date of Grant of the Options. SECTION 2. TYPE OF OPTIONS. The Options are nonqualified stock options and, therefore, are not entitled to the tax treatment of incentive stock options as defined in Section 422 of the Internal Revenue Code of 1986, as amended. SECTION 3. EXERCISE OF OPTIONS. The Options are fully exercisable on or after their Date of Grant. The Options may be exercised at any time and from time to time during their term, in whole or in part, but with regard to whole shares only. No fractions of shares will be issued upon the exercise of any Options. The Options may be exercised on or after their Date of Grant as follows: (A) METHOD OF EXERCISE. The Options shall be exercisable by a written notice substantially in the form of EXHIBIT A attached hereto and delivered to the Company, which notice shall: (I) state the election to exercise Options and the number of shares with respect to which they are being exercised; and (II) be signed by the person or persons entitled to exercise the Options and, if the Options are being exercised by any person or persons other than the Optionee, be accompanied by proof, satisfactory to the Company, of the right of such person or persons to exercise the Options. (B) PAYMENT. Payment of the purchase price of any shares with respect to which Options are being exercised shall be by cash, certified or bank cashier's check, money order, or in the discretion of the Plan Administrator (as defined in the Plan) or an employee of the Company designated by the Plan Administrator, by personal check. Such payment must be delivered to the Company and the exercise shall not be effective until such payment is made. The certificate or certificates for shares of Common Stock as to which Options are exercised shall be registered in the name of the person or persons exercising such Options. (C) TAXES. The Optionee shall make satisfactory arrangements for the payment of any amounts necessary for applicable federal or state income tax laws. (D) RESTRICTIONS ON EXERCISE. (I) Options may not be exercised if the issuance of the shares upon such exercise would constitute a violation of any applicable federal or state securities or other law or valid regulation. As a condition to the exercise of Options, the Company may require the person exercising Options to make any agreements and undertakings that may be required by any applicable law or regulation. (II) Shares issued upon the exercise of Options without registration of such shares under the Securities Act of 1933, as amended (the "ACT"), shall be restricted securities subject to the terms of Rule 144 under the Act. The certificates representing any such shares shall bear an appropriate legend restricting transfer and the transfer agent of the Company shall be given stop transfer instructions with respect to such shares. (E) SURRENDER OF OPTION AGREEMENT. Upon exercise of any Options, if requested by the Company, the Optionee shall deliver this Option Agreement and any other written agreements executed by the Company and the Optionee with respect to Options to the Company, which shall endorse or cause to be endorsed on the Option Agreement a notation of such exercise and return all agreements to the Optionee. SECTION 4. NONTRANSFERABILITY OF OPTIONS. Options shall not be assignable or otherwise transferable or hypothecated in any manner. If Options are transferred, assigned or hypothecated, they shall immediately become null and void. Options shall be binding upon the Optionee, its successors, permitted assigns or heirs. Options may be exercised solely by the Optionee. SECTION 5. TERM OF OPTIONS. Options may not be exercised after the expiration of three (3) years from their Date of Grant and are subject to earlier cancellation at any time, in whole or in part, upon ten days' written notice by the Company to the Optionee. Options may be exercised during such times only in accordance with the Plan and the terms of this Option Agreement. SECTION 6. LAW GOVERNING. THIS OPTION AGREEMENT IS INTENDED 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. Date of Grant: AMERICREDIT CORP. -------------- By -------------------------- -------------------------- The Optionee acknowledges receipt of a copy of the Plan, and represents that it is familiar with the terms and provisions thereof, and hereby accepts the Options subject to all the terms and provisions of the Plan and this Option Agreement. The Optionee hereby agrees to accept as binding, conclusive and final all decisions or interpretations of the Plan Administrator (as defined in the Plan) upon any questions arising under the Plan or this Option Agreement. --------------------------- OPTIONEE EXHIBIT A FORM OF EXERCISE NOTICE AmeriCredit Corp. 200 Bailey Avenue Fort Worth, Texas 76107 Attention: Secretary RE: EXERCISE OF DEALERSHIP STOCK OPTION GRANTED UNDER THE DEALERSHIP STOCK OPTION PLAN OF AMERICREDIT CORP. Ladies and Gentlemen: The undersigned, the holder of the attached Dealership Stock Options granted under the Dealership Stock Option Plan of AmeriCredit Corp., hereby irrevocably elects to exercise such Options for ______ shares (the "Shares") of the common stock, par value $0.01 per share, of AmeriCredit Corp, a Texas corporation, herewith makes payment of $___________ therefor, and requests that the certificates for the Shares be issued in the undersigned's name and delivered to the undersigned at the following address: _______________________ _______________________ _______________________ _______________________ Dated: ----------------- ------------------------------------------ (Signature must conform to the name of the Optionee as specified on the face of the Option Agreement evidencing the Options. When signing as attorney, executor, administrator, trustee or guardian, please give full title as such. If a corporation, please sign in full corporate name by the president or other authorized officer. If a partnership, please sign in partnership name by authorized person.) EX-4. 4 EXHIBIT 4.5 EXHIBIT 4.5 [FORM OF DEALERSHIP PARTICIPATION LETTER] [AMERICREDIT CORP. LETTERHEAD] [Date] [Name of Dealer & Address] Dear [Name of Dealer]: I often think about how AmeriCredit Corp. could become more profitable and, as a result, increase the market price of its stock. Creating shareholder value through increased profitability is my key responsibility as Chairman of the Company, and is also very important to me personally because I am a shareholder. My obvious conclusion for AmeriCredit's increased profitability is more bookings of secondary finance contracts from you, our dealer customer. I have an idea that could make you AmeriCredit's partner in the creation of shareholder value if we did more business together. Like other publicly traded companies, AmeriCredit grants stock options to its directors, officers and key employees in order to provide an attractive pay incentive and align their interests with those of the shareholders. If stock options are good for AmeriCredit's people, why wouldn't stock options be good for our [customers or partners], the dealers? After reviewing this concept with our Board of Directors and other corporate advisors, we concluded that the idea of offering stock options to our dealer base was sound and should be implemented as soon as possible. We have, therefore, created the "Dealership Stock Option Plan." We are pleased to enclose a prospectus which describes the plan, as well as a copy of the plan itself. The key features of the plan are: 1. Options granted under the plan are in addition to the normal and usual terms of our current programs to purchase contracts from you. 2. Grants are automatic and made quarterly based on the volume of contracts we purchase from you during each calendar quarter. 3. Your exercise price for the option shares is fixed for three years (the term of the option) and is based on the closing price of AmeriCredit's common stock (traded on the New York Stock Exchange under the symbol "ACF") on the date of the grant. 4. There is no cost to you until such time as you exercise your options -- which you would not do unless you had a gain. Some brokerage firms may even be able to provide you with "cashless" exercise programs for your options. 5. There are no tax consequences to you until such time as you choose to exercise your options. After the initial sign-up option grant, which is being made in consideration for your already being our [customer or partner], you will earn additional options based on the formula explained in the enclosed prospectus. Obviously, we cannot guarantee a gain on your options since we don't know what the future holds relative to our stock price, but at least you and I will have the same interest in working together to increase that price. If you wish to participate in the Dealership Stock Option Plan, please complete and sign the acknowledgement below and return it to [AmeriCredit representative]. We also must have an Automobile Dealer Retail Purchase Agreement on file. If you have any questions about the plan, please call [AmeriCredit representative] at [phone number]. We hope you are as excited about AmeriCredit's potential as we are and we appreciate the continued opportunity to be your partner. With kindest personal regards, 2 The undersigned, individually and on behalf of , ----------------------- [Name of Dealership] acknowledges and agrees that the undersigned has received a copy of the Dealership Stock Option Plan and the Prospectus related to such Plan, that the undersigned has reviewed the copies of the Prospectus and the Plan provided and understands all provisions therein and agrees to be bound by all terms and conditions thereof. The undersigned also agrees that the options to be granted under the Dealership Stock Option Plan will be issued in the name of the dealership as optionee unless a different option recipient is designated below (the option recipient may be changed once each calendar quarter by providing written notice of the change to AmeriCredit). Signature: -------------------------------- Print Name: -------------------------------- Title: -------------------------------- Date: -------------------------------- Designation of Option Recipient (if other than Dealership): -------------------------------- 3 EX-4. 5 EXHIBIT 5.1 EXHIBIT 5.1 [JENKENS & GILCHRIST LETTERHEAD] March 11, 1994 AmeriCredit Corp. 777 Taylor, Suite 800 Fort Worth, Texas 76102 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 March 14, 1994, under the Securities Act of 1933, as amended (the "Securities Act"), relating to 1,500,000 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 1,500,000 Dealership Stock Options (the "Dealership Stock Options") to be granted under the Dealership Stock Option Plan of AmeriCredit Corp. (the "Plan") and the issuance of 1,500,000 Dealership 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 Dealership Stock Options pursuant to the Plan, the issuance of the Shares upon exercise of Dealership Stock Options and related matters; (3) the Registration Statement and exhibits thereto, including the Plan; and (4) such other documents and instruments as this firm has deemed necessary for the expression of these opinions. In making the foregoing examinations, this firm has assumed the genuineness of all signatures and the authenticity of all documents submitted to this firm as originals, and the conformity to original documents of all documents submitted to this firm as certified or photostatic copies. As to various questions of fact material to this opinion letter, and as to the content and form of the Articles of Incorporation, the bylaws, minutes, records, resolutions and other documents or writings of the Company, this firm has relied, to the extent it deems reasonably appropriate, upon representations or certificates of officers or directors of Page 2 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 Director 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 Dealership Stock Options are issued in accordance with the Plan, (2) the Shares are issued in accordance with the Plan and the applicable option agreement for the Dealership Stock Options being exercised and pursuant to which such Shares are being issued and (3) each exercise price for the Dealership Stock Options is not less than the par value per share of the Common Stock. This firm hereby consents to the filing of this opinion letter as an exhibit to the Registration Statement and to references to our firm included in or made a part of the Registration Statement. In giving this consent, this firm does not admit that it comes within the category of person whose consent is required under Section 7 of the Securities Act or the Rules and Regulations of the Securities and Exchange Commission thereunder. Very truly yours, JENKENS & GILCHRIST, a Professional Corporation By: L. STEVEN LESHIN ---------------------------- L. STEVEN LESHIN, ESQ. LSL:aal -----END PRIVACY-ENHANCED MESSAGE-----