SEC FORM
3
SEC Form 3
| FORM 3 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES
Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940
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| OMB APPROVAL |
| OMB Number: |
3235-0104 |
| Estimated average burden |
| hours per response: |
0.5 |
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1. Name and Address of Reporting Person*
(Street)
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2. Date of Event Requiring Statement
(Month/Day/Year)
07/21/2010
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3. Issuer Name and Ticker or Trading Symbol
AMERICREDIT CORP
[ ACF ]
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4. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
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Director |
X |
10% Owner |
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Officer (give title below) |
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Other (specify below) |
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5. If Amendment, Date of Original Filed
(Month/Day/Year)
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6. Individual or Joint/Group Filing (Check Applicable Line)
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Form filed by One Reporting Person |
| X |
Form filed by More than One Reporting Person |
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| Table I - Non-Derivative Securities Beneficially Owned |
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| 1. Title of Security (Instr.
4)
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2.
Amount of Securities Beneficially Owned (Instr.
4)
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3. Ownership Form: Direct (D) or Indirect (I) (Instr.
5)
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4. Nature of Indirect Beneficial Ownership (Instr.
5)
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| Common Stock |
0 |
I |
See Explanation of Responses
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Table II - Derivative Securities Beneficially Owned
(e.g., puts, calls, warrants, options, convertible securities)
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| 1. Title of Derivative Security (Instr.
4)
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2. Date Exercisable and Expiration Date
(Month/Day/Year) |
3. Title and Amount of Securities Underlying Derivative Security (Instr.
4)
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4. Conversion or Exercise Price of Derivative Security
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5. Ownership Form: Direct (D) or Indirect (I) (Instr.
5)
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6. Nature of Indirect Beneficial Ownership (Instr.
5)
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| Date Exercisable |
Expiration Date |
Title |
Amount or Number of Shares |
1. Name and Address of Reporting Person*
(Street)
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1. Name and Address of Reporting Person*
(Street)
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| Explanation of Responses: |
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| Remarks: |
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/s/ Daniel Ammann Vice President, Finance and Treasurer |
08/02/2010 |
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** Signature of Reporting Person |
Date |
| Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly. |
| * If the form is filed by more than one reporting person,
see
Instruction
5
(b)(v). |
| ** Intentional misstatements or omissions of facts constitute Federal Criminal Violations
See
18 U.S.C. 1001 and 15 U.S.C. 78ff(a). |
| Note: File three copies of this Form, one of which must be manually signed. If space is insufficient,
see
Instruction 6 for procedure. |
| Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number. |
Exhibit 99.1
Exhibit 99.1
Explanation of
Responses:
This Form 3 is
being filed on behalf of General Motors Company, a Delaware corporation, and
General Motors Holdings LLC, a Delaware limited liability company
(“Parent” and together with General Motors Company, the
“Reporting Persons”). The United States Department of the Treasury
beneficially owns a majority of General Motors Company’s common stock on
a fully diluted basis.
On July 21, 2010,
the Issuer, Parent and Goalie Texas Holdco Inc., a Texas corporation and wholly
owned subsidiary of Parent (“Merger Sub”), entered into an
agreement and plan of merger (the “Merger Agreement”), by which
Merger Sub will merge with and into the Issuer, with the Issuer surviving the
merger as a wholly owned subsidiary of Parent. Additionally, Parent and Merger
Sub entered into a shareholder support and voting agreement with Fairholme
Capital Management, L.L.C. (“FCM”), Fairholme Funds, Inc. and Bruce
R. Berkowitz (the “Fairholme Shareholders”), dated as of
July 21, 2010 (the “Fairholme Voting Agreement”), which
granted Parent an irrevocable proxy relating to the Merger Agreement with
respect to (i) 23,449,545 shares of Issuer common stock beneficially owned
by the Fairholme Shareholders, (ii) 102,552 shares of Issuer common stock
beneficially owned by Bruce R. Berkowitz and (iii) 30,800 shares of Issuer
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. Parent and Merger Sub also entered into a shareholder support and
voting agreement 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”), dated as of
July 21, 2010 (the “Leucadia Voting Agreement” and together
with the Fairholme Voting Agreement, the “Voting Agreements”), with
respect to 33,900,440 shares of Issuer common stock beneficially owned by the
Leucadia Shareholders. Under the Voting Agreements, the Committed Shareholders
have agreed, among other things, to vote the shares of Issuer 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 the Issuer, on the terms and subject to the
conditions set forth in the respective Voting Agreements.
By virtue of the
Fairholme Voting Agreement, each of the Reporting Persons may be deemed to have
voting power with respect to (and therefore beneficially own within the meaning
of Rule 13d-3 of the Securities Exchange Act of 1934, as amended), an
aggregate of 23,582,897 shares of Issuer common stock held by the Fairholme
Stockholders, which represents approximately 17.5 percent of the
outstanding shares of Issuer common stock based on 134,947,430 shares
outstanding as of July 20, 2010, as represented by the Issuer in the
Merger Agreement. The Reporting Persons expressly disclaim any pecuniary
interest in, and beneficial ownership of, shares of Issuer common stock for
purposes of Section 16 of the Securities Exchange Act of 1934, as amended,
or for any other purpose. Therefore, no shares of Issuer common stock are
reported in this Form 3 as being beneficially owned by the Reporting
Persons.
