Schedule 13D
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. )*
(Name of Issuer)
Common Stock, $0.01 par value per share
(Title of Class of Securities)
(CUSIP Number)
Anne T. Larin
300 Renaissance Center
Detroit, MI 48265
313-556-5000
(Name, Address and Telephone Number of Person Authorized to
Receive Notices and Communications)
(Date of Event Which Requires Filing of this Statement)
If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of §§240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box. o
Note: Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. See Rule 13d-7 for other parties to whom copies are to be sent.
* The remainder of this cover page shall be filled out for a reporting persons initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter disclosures provided in a prior cover page.
The information required on the remainder of this cover page shall not be deemed to be filed for the purpose of Section 18 of the Securities Exchange Act of 1934 (Act) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).
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1 |
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NAMES OF REPORTING PERSONS
General Motors Company |
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CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)
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(a) o |
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(b) þ |
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3 |
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SEC USE ONLY |
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4 |
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SOURCE OF FUNDS (SEE INSTRUCTIONS) |
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WC |
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5 |
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CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e) |
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o |
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6 |
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CITIZENSHIP OR PLACE OF ORGANIZATION |
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Delaware
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7 |
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SOLE VOTING POWER |
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NUMBER OF |
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0 |
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SHARES |
8 |
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SHARED VOTING POWER |
BENEFICIALLY |
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OWNED BY |
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23,582,897 |
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EACH |
9 |
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SOLE DISPOSITIVE POWER |
REPORTING |
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PERSON |
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0 |
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WITH |
10 |
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SHARED DISPOSITIVE POWER |
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0 |
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11 |
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON |
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23,582,897 (1) |
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12 |
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CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS) |
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13 |
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PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) |
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17.5%(2) |
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14 |
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TYPE OF REPORTING PERSON (SEE INSTRUCTIONS) |
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CO |
(1) Comprised of (i) 23,449,545 issued and outstanding shares of
common stock, par value $0.01 per share (AmeriCredit Common Stock), of AmeriCredit Corp. (AmeriCredit) beneficially
owned by the Fairholme Shareholders (as defined in Item 4 below), (ii) 102,552 shares of AmeriCredit Common Stock beneficially owned
by Bruce R. Berkowitz and (iii) 30,800 shares of AmeriCredit Common Stock that are currently held in individually managed accounts by
Fairholme Capital Management, L.L.C. (FCM) and Bruce R. Berkowitz and for which FCM and Bruce R. Berkowitz have the right to vote.
(2) The calculation of this percentage is based on 134,947,430 shares of AmeriCredit Common Stock
issued and outstanding as of July 20, 2010, as represented by AmeriCredit in the Merger Agreement described in Item 4 below.
2
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1 |
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NAMES OF REPORTING PERSONS
General Motors Holdings LLC |
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2 |
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CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)
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(a) o |
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(b) þ |
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3 |
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SEC USE ONLY |
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4 |
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SOURCE OF FUNDS (SEE INSTRUCTIONS) |
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WC |
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5 |
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CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e) |
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o |
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6 |
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CITIZENSHIP OR PLACE OF ORGANIZATION |
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Delaware
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7 |
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SOLE VOTING POWER |
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NUMBER OF |
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0 |
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SHARES |
8 |
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SHARED VOTING POWER |
BENEFICIALLY |
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OWNED BY |
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23,582,897 |
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EACH |
9 |
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SOLE DISPOSITIVE POWER |
REPORTING |
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PERSON |
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0 |
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WITH |
10 |
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SHARED DISPOSITIVE POWER |
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0 |
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11 |
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON |
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23,582,897 (1) |
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12 |
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CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS) |
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o
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13 |
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PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) |
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17.5%(2) |
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14 |
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TYPE OF REPORTING PERSON (SEE INSTRUCTIONS) |
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OO |
(1) Comprised of (i) 23,449,545 shares of AmeriCredit Common Stock beneficially
owned by the Fairholme Shareholders (as defined in Item 4 below), (ii) 102,552 shares of AmeriCredit Common Stock beneficially
owned by Bruce R. Berkowitz and (iii) 30,800 shares of AmeriCredit Common Stock that are currently held in individually
managed accounts by FCM and Bruce R. Berkowitz and for which FCM and Bruce R. Berkowitz have the right to vote.
(2) The calculation of this percentage is based on 134,947,430 shares
of AmeriCredit Common Stock issued and outstanding as of July 20, 2010, as represented by AmeriCredit in the
Merger Agreement described in Item 4 below.
3
Item 1. Security and Issuer.
This statement on Schedule 13D (this Schedule 13D) relates to shares of common stock, par
value $0.01 per share (AmeriCredit Common Stock), of AmeriCredit Corp., a Texas corporation
(AmeriCredit), whose principal executive offices are located at 801 Cherry Street, Suite 3500,
Fort Worth, Texas 76102.
Item 2. Identity and Background.
(a) (c) and (f) The persons filing this Schedule 13D are General Motors Company, a Delaware
corporation (GM), and General Motors Holdings LLC, a Delaware limited liability company (GM
Holdings). The principal executive offices of each of GM and GM Holdings are located at 300
Renaissance Center, Detroit, Michigan, 48265. The principal business of GM and GM Holdings is the
designing, building and selling of cars, trucks and parts worldwide.
The name, business address, present principal occupation or employment (and the name,
principal business and address of any corporation or other organization in which such employment is
conducted) and citizenship for each director and executive officer of GM and member of the Board of
Managers and executive officer of GM Holdings are set forth in Annex I hereto and incorporated
herein by reference. The United States Department of the Treasury beneficially owns a majority of
GMs common stock on a fully diluted basis.
(d) (e) During the last five years, none of GM, GM Holdings or, to the knowledge of GM or
GM Holdings, any of the persons listed on Annex I attached hereto has (i) been convicted in a
criminal proceeding (excluding traffic violations or similar misdemeanors) or (ii) been a party to
a civil proceeding of any judicial or administrative body that resulted in a judgment, decree or
final order enjoining any of them from future violations of, or prohibiting or mandating activities
subject to, U.S. federal or state securities laws, or a finding of any violation of U.S. federal or
state securities laws.
Item 3. Source and Amount of Funds or Other Consideration.
As more fully described in response to Item 4, the shares of AmeriCredit Common Stock to which
this Schedule 13D relates have not been purchased by GM or GM Holdings. As an inducement to GM
Holdings and Goalie Texas Holdco Inc., a Texas corporation and a wholly owned subsidiary of GM
Holdings (Merger Sub), entering into the Merger Agreement described in Item 4, and in
consideration thereof, the Committed Shareholders (as defined below in Item 4) entered into the
Voting Agreements (as defined below in Item 4), pursuant to which the Committed Shareholders have
agreed, among other things, to vote the shares of AmeriCredit Common Stock that are subject to the
Voting Agreements in favor of the adoption of the Merger Agreement and the transactions
contemplated by the Merger Agreement, at any meeting of the shareholders of AmeriCredit, on the
terms and subject to the conditions set forth in the respective Voting Agreements. None of GM, GM
Holdings or Merger Sub paid additional consideration to the Committed Shareholders in connection
with the execution and delivery of the Voting Agreements. For a description of the Voting
Agreements, see Item 4 below, which description is incorporated herein by reference. Any beneficial
ownership of GM and GM Holdings in AmeriCredit that may be deemed to arise from the Fairholme
Voting Agreement (as defined below in Item 4) is not expected to require the expenditure of any
funds. See Item 4 for a description of the Merger Agreement and the merger consideration to be paid
thereunder.
References to, and descriptions of, the Merger Agreement and the Voting Agreements as set
forth herein are not intended to be complete and are qualified in their entirety by reference to
the Merger Agreement and the Voting Agreements, respectively, copies of which are filed as Exhibit
B, Exhibit C and Exhibit D, respectively, to this Schedule 13D and that are incorporated by
reference in this Item 3 in their entirety.
Item 4. Purpose of the Transaction.
On July 21, 2010, GM Holdings, Merger Sub and AmeriCredit entered into an Agreement and Plan
of Merger (the Merger Agreement). Contemporaneously with the execution of the Merger Agreement,
the Committed Shareholders entered into the Voting Agreements with GM Holdings and Merger Sub as an
inducement to GM Holdings and Merger Subs willingness to enter into the Merger Agreement. The
purpose of the Merger Agreement is to acquire control of the entire equity interest in AmeriCredit.
The purpose of the Voting Agreements is to facilitate the transactions contemplated by the Merger
Agreement.
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Under the terms of the Merger Agreement, Merger Sub will be merged with and into AmeriCredit,
with AmeriCredit continuing as the surviving corporation and a direct wholly owned subsidiary of GM
Holdings (the Merger).
Consummation of the Merger is not subject to a financing condition, but is subject to various
other conditions, including the requisite approval of the Merger by AmeriCredits shareholders,
expiration or termination of applicable waiting periods under the Hart-Scott-Rodino Antitrust
Improvements Act of 1976, as amended, receipt of certain other required regulatory approvals and
certain other closing conditions. The parties expect to close the transaction in the fourth quarter
of 2010.
Subject to the terms and conditions of the Merger Agreement, at the effective time, each
outstanding share of AmeriCredit Common Stock will be cancelled and converted into the right to
receive $24.50 in cash, without interest. Other stock-based awards and warrants will be treated in
accordance with the terms of the Merger Agreement. The anticipated aggregate consideration to be
paid by GM Holdings to consummate the Merger is approximately $3.5 billion.
GM Holdings and AmeriCredit have made customary representations, warranties and covenants in
the Merger Agreement. AmeriCredit may not solicit acquisition proposals or, subject to exceptions
that permit AmeriCredits Board of Directors to take actions required by its fiduciary duties,
participate in any discussions or negotiations regarding acquisition proposals.
The Merger Agreement may be terminated under certain circumstances, including if AmeriCredits
Board of Directors has determined in good faith that it has received a superior proposal and
otherwise complies with certain terms of the Merger Agreement, including the no solicitation
obligation referenced above. Upon the termination of the Merger Agreement, under specified
circumstances AmeriCredit will be required to pay GM Holdings a termination fee of $105 million.
In addition, the termination fee is payable if the Merger Agreement is terminated for other
specified circumstances or expires and AmeriCredit enters into a transaction for the sale of
control to another party within 12 months from the date of termination or expiration.
The directors of Merger Sub and the officers of AmeriCredit in office immediately prior to the
effective time of the Merger will be the directors and officers, respectively, of the surviving
corporation in the Merger, in each case until their respective successors have been duly elected
and qualified or until their earlier death, resignation or removal, in accordance with the
surviving corporations certificate of formation and bylaws.
GM and GM Holdings currently expect that the registration of the shares of AmeriCredit Common
Stock under the Securities Exchange Act of 1934 (the Exchange Act) and the listing of the shares
on the New York Stock Exchange will be terminated upon completion of the Merger.
Concurrently with the execution of the Merger Agreement, GM Holdings and Merger Sub entered
into a Shareholder Support and Voting Agreement (the Fairholme Voting Agreement) with Fairholme
Capital Management, L.L.C. (FCM), Fairholme Funds, Inc. and Bruce R. Berkowitz (the Fairholme
Shareholders) and a Shareholder Support and Voting Agreement (the Leucadia Voting Agreement and
together with the Fairholme Voting Agreement, the Voting Agreements) with Leucadia National
Corporation, Phlcorp, Inc., Baldwin Enterprises, Inc., BEI Arch Holdings, LLC and BEI-Longhorn, LLC
(the Leucadia Shareholders and together with the Fairholme Shareholders, the Committed
Shareholders).
Under each of the Voting Agreements, the Committed Shareholders have agreed, among other
things, to vote the shares of AmeriCredit Common Stock that are subject to the Voting Agreements:
(i) in favor of the adoption of the Merger Agreement, any transactions contemplated by the Merger
Agreement and any other action reasonably requested by GM Holdings in furtherance thereof,
submitted for the vote of shareholders of AmeriCredit; (ii) against any action or agreement that
would result in a breach of any covenant, representation or warranty or any other obligation or
agreement of AmeriCredit or any of its subsidiaries contained in the Merger Agreement, to the
extent any such breach would result in a failure of certain conditions to the consummation of the
Merger set forth in the Merger Agreement to be satisfied; and (iii) against any action, agreement
or transaction that would impede, interfere with, delay, postpone, discourage, frustrate the
purposes of or adversely affect the Merger or the other transactions contemplated by the Merger
Agreement. In addition, the Fairholme Shareholders also granted GM Holdings an irrevocable proxy
to vote the shares of AmeriCredit Common Stock that are subject to the Fairholme Voting
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Agreement in accordance with the preceding sentence. With respect to the 30,800 shares of
AmeriCredit Common Stock that are currently held in individually managed accounts by FCM and Bruce
R. Berkowitz and for which FCM and Bruce R. Berkowitz have the right to vote, such shares are
subject to the voting and proxy provisions of the Fairholme Voting Agreement only for so long as
such shares are held in such individually managed accounts. The shares of AmeriCredit Common Stock
that are subject to the Fairholme Voting Agreement and the Leucadia Voting Agreement represent
approximately 23,582,897 shares or 17.5% and 33,900,440 shares or 25.1%, respectively, of the
AmeriCredit Common Stock outstanding as of July 21, 2010.
The Leucadia Voting Agreement provides that the Leucadia Shareholders will not sell or
otherwise transfer the shares of AmeriCredit Common Stock that are subject to the Leucadia Voting
Agreement. The Fairholme Voting Agreement provides that the Fairholme Shareholders will not sell
or otherwise transfer the shares of AmeriCredit Common Stock that are subject to the Fairholme
Voting Agreement (other than the 30,800 shares held in individually managed accounts, which shares
are not subject to any transfer restrictions in the Fairholme Voting Agreement) through the record
date established for determining which holders of AmeriCredit Common Stock are entitled to vote on
the Merger. Subject to specific exceptions, the Fairholme Voting Agreement further provides that
the Fairholme Shareholders will not sell or otherwise transfer such shares of AmeriCredit Common
Stock that are subject to the Fairholme Voting Agreement after such record date, and provides GM
Holdings with a right of first refusal with respect to such shares. Each Voting Agreement will
terminate upon the earliest to occur of (a) the effective time of the Merger, (b) the termination
of the Merger Agreement in accordance with its terms, and (c) the written agreement of the
Fairholme Shareholders or the Leucadia Shareholders, as applicable, and GM Holdings and Merger Sub
to terminate the Fairholme Voting Agreement or the Leucadia Voting Agreement, as applicable.
Investors are not third-party beneficiaries under the Merger Agreement or the Voting
Agreements and should not rely on the representations, warranties and covenants or any descriptions
thereof as characterizations of the actual state of facts or condition of GM Holdings, Merger Sub
or AmeriCredit or any of their respective subsidiaries or affiliates.
Other than as described in this Item 4, GM and GM Holdings have no present plans or proposals
that would relate to or result in any of the matters listed in paragraphs (a) through (j) of Item 4
of Schedule 13D (although GM and GM Holdings reserve the right to formulate specific plans and
proposals with respect to, or change their intentions regarding, any or all of the foregoing,
subject to the terms of the Merger Agreement and the Voting Agreements).
The information set forth, or incorporated by reference, in Items 3, 5 and 6 of this Schedule
13D is hereby incorporated by this reference in this Item 4.
References to, and descriptions of, the Merger Agreement and the Voting Agreements as set
forth herein are not intended to be complete and are qualified in their entirety by reference to
the Merger Agreement and the Voting Agreements, copies of which are filed as Exhibit B, Exhibit C
and Exhibit D, respectively, to this Schedule 13D and that are incorporated by reference in this
Item 4 in their entirety.
Item 5. Interests in Securities of the Issuer.
(a) (b) For the purpose of Rule 13d-3 under the Exchange Act, GM and GM Holdings, by reason
of the execution and delivery of the Fairholme Voting Agreement, may be deemed to have shared
voting power with the Fairholme Shareholders with respect to (and therefore beneficially own within
the meaning of Rule 13d-3 under the Exchange Act) an aggregate of 23,582,897 shares of AmeriCredit
Common Stock, comprised of (i) 23,449,545 issued and outstanding shares of AmeriCredit Common Stock
beneficially owned by the Fairholme Shareholders, (ii) 102,552 shares of AmeriCredit Common Stock
beneficially owned by Bruce R. Berkowitz and (iii) 30,800 shares of AmeriCredit Common Stock that
are currently held in individually managed accounts by FCM and Bruce R. Berkowitz and for which FCM
and Bruce R. Berkowitz have the right to vote, representing in the aggregate approximately 17.5% of
the issued and outstanding shares of AmeriCredit Common Stock (assuming 134,947,430 shares of
AmeriCredit Common Stock issued and outstanding as of July 20, 2010, as represented by AmeriCredit
in the Merger Agreement). With respect to the voting of such 23,582,897 shares of AmeriCredit
Common Stock, GM Holdings (or its designee) has the power to vote or direct the voting of the
shares in accordance with the terms of the Fairholme Voting Agreement. Such 30,800 shares of
AmeriCredit Common Stock are subject to the voting and proxy provisions of the Fairholme Voting
Agreement only for so long as such shares are held in such individually managed accounts.
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Except as set forth in this Item 5, none of GM, GM Holdings or, to the knowledge of GM or GM
Holdings, any of the persons listed on Annex I attached hereto beneficially owns or has the power
to vote or cause the vote of any shares of AmeriCredit Common Stock.
Neither the filing of this Schedule 13D nor any of its contents shall be deemed to constitute
an admission that GM or GM Holdings is the beneficial owner of the shares of AmeriCredit Common
Stock subject to the Voting Agreements for purposes of Section 13(d) of the Exchange Act or for any
other purpose, and such beneficial ownership is expressly disclaimed.
(c) Except for the execution and delivery of the Voting Agreements and the Merger Agreement,
no transactions in shares of AmeriCredit Common Stock were effected by GM or GM Holdings or, to the
knowledge of GM or GM Holdings, any of the persons listed on Annex I attached hereto during the 60
days prior to the date hereof.
(d) (e) Not applicable.
Item 6: Contracts, Arrangements; Understandings or Relationships with Respect to Securities of the Issuer
The information set forth, or incorporated by reference, in Items 3 through 5 of this Schedule
13D is hereby incorporated by reference in this Item 6. Except as otherwise described in this
Schedule 13D, to the knowledge of GM and GM Holdings, there are no contracts, arrangements,
understandings or relationships (legal or otherwise) among the persons named in Item 2 above, and
between any such persons and any other person, with respect to any securities of AmeriCredit.
Item 7. Material to be Filed as Exhibits.
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Exhibit A*
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Joint Filing Agreement, dated August 2, 2010, among the Reporting Persons. |
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Exhibit B
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Agreement and Plan of Merger, dated as of July 21, 2010, among General
Motors Holdings LLC, Goalie Texas Holdco Inc. and AmeriCredit Corp.
(incorporated by reference to Exhibit 2.1 to the Current Report on Form 8-K filed by General Motors Company on July 23, 2010). |
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Exhibit C
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Shareholder Support and Voting Agreement, dated as of July 21, 2010, by
and among General Motors Holdings LLC, Goalie Texas Holdco Inc. and
Fairholme Capital Management, L.L.C., Fairholme Funds, Inc. and Bruce R. Berkowitz (incorporated by reference to Exhibit 99.1 to the Current
Report on Form 8-K filed by General Motors Company on July 23, 2010). |
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Exhibit D
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Shareholder Support and Voting Agreement, dated as of July 21, 2010, by
and among General Motors Holdings LLC, Goalie Texas Holdco Inc. and
Leucadia National Corporation, Phlcorp, Inc., Baldwin Enterprises, Inc.,
BEI Arch Holdings, LLC and BEI-Longhorn, LLC (incorporated by reference
to Exhibit 99.2 to the Current Report on Form 8-K filed by General Motors
Company on July 23, 2010). |
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SIGNATURES
After reasonable inquiry and to the best of each of the undersigneds knowledge and belief,
each of the undersigned hereby certifies that the information set forth in this statement is true,
complete and correct.
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Dated: August 2, 2010 |
General Motors Company
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By: |
/s/ Daniel Ammann
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Daniel Ammann |
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Vice President, Finance and Treasurer |
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Dated: August 2, 2010 |
General Motors Holdings LLC
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By: |
/s/ Daniel Ammann
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Daniel Ammann |
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Vice President, Finance and Treasurer |
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8
ANNEX I
The following tables set for the name, present principal occupation or employment (and the
name, principal business and address of any corporation or other organization in which such
employment is conducted) for each of the executive officers of GM and GM Holdings, respectively,
each of the directors of GM and each of the members of the Board of Managers of GM Holdings. The
business address for each of the persons listed below is c/o General Motors Company or General
Motors Holdings LLC, as applicable, 300 Renaissance Center, Detroit, MI 48265. Unless otherwise
indicated, each of the persons listed below is a U.S. citizen. Unless otherwise indicated, none of
the persons listed below beneficially own any shares of AmeriCredit Common Stock.
Executive Officers of General Motors Company
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Name |
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Principal Occupation/Employment |
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Edward E. Whitacre, Jr.
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Chairman and Chief Executive Officer, General Motors Company |
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Stephen J. Girsky
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Vice Chairman, Corporate Strategy and Business Development, General
Motors Company |
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Christopher P. Liddell(1)
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Vice Chairman and Chief Financial Officer, General Motors Company |
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Thomas G. Stephens
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Vice Chairman, Global Product Operations, General Motors Company |
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Jaime Ardila(2)
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Vice President of General Motors Company and President, GM South America |
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Timothy E. Lee
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President, GM International Operations, General Motors Company |
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David N. Reilly(3)
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President, GM Europe, General Motors Company |
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Mark L. Reuss
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President, GM North America, General Motors Company |
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Mary T. Barra
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Vice President, Global Human Resources, General Motors Company |
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Selim Bingol
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Vice President, Communications, General Motors Company |
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Nicholas S. Cyprus
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Vice President, Controller and Chief Accounting Officer, General Motors
Company |
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Terry S. Kline
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Vice President, Information Technology and Chief Information Officer,
General Motors Company |
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Michael P. Millikin
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Vice President, Legal and General Counsel, General Motors Company |
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Daniel Ammann
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Vice President, Finance and Treasurer, General Motors Company |
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(1) |
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citizen of New Zealand. |
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(2) |
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citizen of Colombia. |
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(3) |
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citizen of UK. |
Directors of General Motors Company
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Name |
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Principal Occupation/Employment |
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Daniel F. Akerson
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Managing Director and Head of Global Buyout, The Carlyle Group |
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David Bonderman
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Co-Founding Partner and Managing General Partner, TPG |
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Erroll B. Davis, Jr.
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Chancellor, University System of Georgia |
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Stephen J. Girsky
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Vice Chairman, Corporate Strategy and Business Development, General
Motors Company |
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E. Neville Isdell
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Retired Chairman and Chief Executive Officer, The Coca-Cola Company |
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Robert D. Krebs
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Retired Chairman and Chief Executive Officer, Burlington Northern Santa
Fe Corporation |
9
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Name |
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Principal Occupation/Employment |
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Kent Kresa
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Chairman Emeritus, Northrop Grumman Corporation |
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Philip A. Laskawy
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Retired Chairman and Chief Executive Officer, Ernst & Young LLP |
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Kathryn V. Marinello
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Former Chairman and Chief Executive Officer, Ceridian Corporation |
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Patricia F. Russo
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Former Chief Executive Officer, Alcatel-Lucent |
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Carol M. Stephenson
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Dean, Richard Ivey School of Business, The University of Western Ontario |
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Dr. Cynthia A. Telles
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Associate Clinical Professor, UCLA School of Medicine |
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Edward E. Whitacre, Jr.
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Chairman and Chief Executive Officer, General Motors Company |
Executive Officers of General Motors Holdings LLC
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Name |
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Principal Occupation/Employment |
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Edward E. Whitacre, Jr.
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Chairman and Chief Executive Officer, General Motors Company |
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Stephen J. Girsky
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Vice Chairman, Corporate Strategy and Business Development, General
Motors Company |
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Christopher P. Liddell(1)
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Vice Chairman and Chief Financial Officer, General Motors Company |
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Thomas G. Stephens
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Vice Chairman, Global Product Operations, General Motors Company |
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Jaime Ardila(2)
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Vice President of General Motors Company and President, GM South America |
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Timothy E. Lee
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President, GM International Operations, General Motors Company |
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David N. Reilly(3)
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President, GM Europe, General Motors Company |
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Mark L. Reuss
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President, GM North America, General Motors Company |
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Mary T. Barra
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Vice President, Global Human Resources, General Motors Company |
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Selim Bingol
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Vice President, Communications, General Motors Company |
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Nicholas S. Cyprus
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Vice President, Controller and Chief Accounting Officer, General Motors
Company |
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Terry S. Kline
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Vice President, Information Technology and Chief Information Officer,
General Motors Company |
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Michael P. Millikin
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Vice President, Legal and General Counsel, General Motors Company |
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Daniel Ammann
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Vice President, Finance and Treasurer, General Motors Company |
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(1) |
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citizen of New Zealand. |
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(2) |
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citizen of Colombia. |
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(3) |
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citizen of UK. |
Members of the Board of Managers of General Motors Holdings LLC
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Name |
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Principal Occupation/Employment |
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Daniel Ammann
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Vice President, Finance and Treasurer, General Motors Company |
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Mark L. Reuss
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President, GM North America, General Motors Company |
10
Exhibit A
Exhibit A
Joint Filing Agreement
In accordance with Rule 13d-1(k)(1) under the Securities Exchange Act of 1934, as amended,
each of the undersigned does hereby consent and agree to the joint filing on behalf of each of them
of a statement on Schedule 13D, and any and all amendments thereto, and expressly authorize General
Motors Company to file such Schedule 13D, and any and all amendments thereto, on behalf of each of them.
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Dated: August 2, 2010 |
General Motors Company
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By: |
/s/ Daniel Ammann
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Daniel Ammann |
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Vice President, Finance and Treasurer |
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General Motors Holdings LLC
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By: |
/s/ Daniel Ammann
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Daniel Ammann |
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Vice President, Finance and Treasurer |
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