As filed with the Securities and Exchange Commission on September 30, 2010
Registration No. 333-54546
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
POST-EFFECTIVE
AMENDMENT NO. 1
TO
FORM S-3
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
AmeriCredit
Corp.
(Exact name of registrant as specified in its charter)
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Texas
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75-2291093
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(State or Other Jurisdiction of
Incorporation or Organization)
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(I.R.S. Employer
Identification No.)
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801 Cherry Street, Suite 3500
Fort Worth, Texas 76102
(Address of Principal Executive Offices and Zip Code)
J. Michael May
Secretary
AmeriCredit Corp.
801 Cherry Street, Suite 3500
Fort Worth, Texas 76102
(Name and address of agent for service)
(817) 302-7000
(Telephone number, including area code, of agent for service)
With copies to:
L. Steven Leshin
Hunton & Williams LLP
1445 Ross Avenue
Suite 3700
Dallas, Texas 75202
(214) 979-3000
Approximate date of commencement of proposed sale to the public: Not applicable.
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.
¨
If this Form is filed to register additional
securities for an offering pursuant to Rule 462(b) under the Securities Act, please check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering.
¨
If this Form is a post-effective amendment filed
pursuant to Rule 462(c) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering.
¨
If this Form is a registration statement pursuant
to General Instruction I.D. or a post-effective amendment thereto that shall become effective upon filing with the Commission pursuant to Rule 462(e) under the Securities Act, check the following
box.
¨
If this Form is a post-effective amendment to a
registration statement filed pursuant to General Instruction I.D. filed to register additional securities or additional classes of securities pursuant to Rule 413(b) under the Securities Act, check the following
box.
¨
Indicate by check mark whether the Registrant
is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See the definitions of large accelerated filer, accelerated filer and smaller reporting company in Rule
12b-2 of the Exchange Act. (Check one):
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Large accelerated filer
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¨
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Accelerated filer
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x
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Non-accelerated filer
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¨
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(Do not check if a smaller reporting company)
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Smaller reporting company
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¨
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TABLE OF ADDITIONAL REGISTRANTS
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Exact name of registrant as specified in its charter(1)
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State or other jurisdiction of
incorporation or organization
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I.R.S. Employer
Identification Number
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AmeriCredit Financial Services, Inc.
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Delaware
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75-2439888
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ACF Investment Corp.
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Delaware
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75-2442194
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Americredit Corporation of California
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California
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33-0011256
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AmeriCredit Financial Services of Canada Ltd.
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Ontario, Canada
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866121080
(Canadian Business No.)
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AmeriCredit Management Trust
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Delaware
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75-2788787
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(1)
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The address of each guarantor is 801 Cherry Street, Suite 3500, Fort Worth, Texas 76102, and the telephone number is (817) 302-7000.
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DEREGISTRATION OF SECURITIES
AmeriCredit Corp., a Texas corporation (the Company), hereby amends its Registration Statement on Form S-3 (File
No. 333-54546) initially filed with the Securities and Exchange Commission on January 29, 2001 (the Registration Statement), by deregistering all of the securities registered on the Registration Statement that have not been sold or
otherwise remain unissued (the Remaining Securities).
On July 21, 2010, the Company, General Motors Holdings
LLC (GM Holdings), a Delaware limited liability company and a wholly-owned subsidiary of General Motors Company, and Goalie Texas Holdco Inc. (Merger Sub), a Texas corporation and a direct wholly-owned subsidiary of GM
Holdings, entered into an Agreement and Plan of Merger (the Merger Agreement), pursuant to which on October 1, 2010, Merger Sub will be merged with and into the Company, with the Company continuing as the surviving corporation and a
direct wholly-owned subsidiary of GM Holdings (the Merger). In connection with the Merger, the Company will cease to be a publicly traded company and will terminate all of its offerings of securities pursuant to its existing registration
statements, including the Registration Statement.
In accordance with the undertaking contained in Part II, Item 17(a)(3)
of the Registration Statement pursuant to Item 512(a)(3) of Regulation S-K, the Company files this Post-Effective Amendment No. 1 to terminate the effectiveness of the Registration Statement and to remove from registration all of the
Remaining Securities registered but unsold under the Registration Statement as of the date hereof, if any.
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 Post- Effective Amendment No. 1 to Registration Statement on Form S-3 to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Fort
Worth, State of Texas, on September 30, 2010.
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AmeriCredit Corp.
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By:
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/s/ C
HRIS
A.
C
HOATE
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Chris A. Choate
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Executive Vice President,
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Chief Financial Officer and Treasurer
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Pursuant to the requirements of the Securities Act of 1933, this Post-Effective Amendment No. 1 to Registration Statement has been
signed by the following persons in the capacities and on the dates included:
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Name
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Title
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Date
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Clifton H. Morris
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Director and Chairman of the Board
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September 30, 2010
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Daniel E. Berce
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President, Chief Executive Officer and Director
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September 30, 2010
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/s/ C
HRIS
A.
C
HOATE
Chris A. Choate
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Executive Vice President, Chief Financial Officer and Treasurer (Chief Accounting Officer)
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September 30, 2010
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John R. Clay
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Director
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September 30, 2010
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Ian M. Cumming
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Director
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September 30, 2010
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A.R. Dike
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Director
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September 30, 2010
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James H. Greer
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Director
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September 30, 2010
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Douglas K. Higgins
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Director
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September 30, 2010
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Kenneth H. Jones, Jr.
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Director
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September 30, 2010
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Robert B. Sturges
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Director
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September 30, 2010
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Justin R. Wheeler
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Director
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September 30, 2010
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*By:
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/s/ C
HRIS
A.
C
HOATE
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Chris A. Choate
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Attorney-in-fact
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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 Post- Effective Amendment No. 1 to Registration Statement on Form S-3 to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Fort
Worth, State of Texas, on September 30, 2010.
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AmeriCredit Financial Services, Inc.
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By:
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/s/ J. M
ICHAEL
M
AY
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J. Michael May
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Secretary
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Pursuant to the requirements of the Securities Act of 1933, this Post-Effective Amendment No. 1 to Registration Statement has been
signed by the following persons in the capacities and on the dates included:
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Daniel E. Berce
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Director
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September 30, 2010
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/s/ C
HRIS
A.
C
HOATE
Chris A. Choate
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Director
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September 30, 2010
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/s/ J. M
ICHAEL
M
AY
J. Michael May
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Director
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September 30, 2010
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*By:
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/s/ C
HRIS
A.
C
HOATE
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Chris A. Choate
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Attorney-in-fact
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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 Post- Effective Amendment No. 1 to Registration Statement on Form S-3 to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Fort
Worth, State of Texas, on September 30, 2010.
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ACF Investment Corp.
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By:
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/s/ J. M
ICHAEL
M
AY
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J. Michael May
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Secretary
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Pursuant to the requirements of the Securities Act of 1933, this Post-Effective Amendment No. 1 to Registration Statement has been
signed by the following persons in the capacities and on the dates included:
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*
Daniel E. Berce
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Director
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September 30, 2010
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/s/ C
HRIS
A.
C
HOATE
Chris A. Choate
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Director
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September 30, 2010
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/s/ J. M
ICHAEL
M
AY
J. Michael May
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Director
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September 30, 2010
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*By:
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/s/ C
HRIS
A.
C
HOATE
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Chris A. Choate
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Attorney-in-fact
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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 Post- Effective Amendment No. 1 to Registration Statement on Form S-3 to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Fort
Worth, State of Texas, on September 30, 2010.
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AmeriCredit Corporation of California
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By:
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/s/ J. M
ICHAEL
M
AY
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J. Michael May
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Secretary
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Pursuant to the requirements of the Securities Act of 1933, this Post-Effective Amendment No. 1 to Registration Statement has been
signed by the following persons in the capacities and on the dates included:
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Daniel E. Berce
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Director
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September 30, 2010
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/s/ C
HRIS
A.
C
HOATE
Chris A. Choate
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Director
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September 30, 2010
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/s/ J. M
ICHAEL
M
AY
J. Michael May
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Director
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September 30, 2010
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*By:
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/s/ C
HRIS
A.
C
HOATE
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Chris A. Choate
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Attorney-in-fact
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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 Post- Effective Amendment No. 1 to Registration Statement on Form S-3 to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Fort
Worth, State of Texas, on September 30, 2010.
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AmeriCredit Financial Services of Canada Ltd.
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By:
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/s/ J. M
ICHAEL
M
AY
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J. Michael May
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Secretary
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Pursuant to the requirements of the Securities Act of 1933, this Post-Effective Amendment No. 1 to Registration Statement has been
signed by the following persons in the capacities and on the dates included:
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Daniel E. Berce
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Director
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September 30, 2010
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/s/ M
ICHAEL
A
LLMAN
Michael Allman
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Director
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September 30, 2010
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*By:
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/s/ C
HRIS
A.
C
HOATE
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Chris A. Choate
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Attorney-in-fact
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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 Post- Effective Amendment No. 1 to Registration Statement on Form S-3 to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Fort
Worth, State of Texas, on September 30, 2010.
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AmeriCredit Management Trust
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By:
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/
S
/ J. M
ICHAEL
M
AY
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J. Michael May
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Secretary
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Pursuant to the requirements of the Securities Act of 1933, this Post-Effective Amendment No. 1 to Registration Statement has been
signed by the following persons in the capacities and on the dates included:
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/
S
/ J
AMES
M.
F
EHLEISON
James M. Fehleison
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Administrative Trustee
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September 30, 2010
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S
/ M
ICHAEL
D
USKIN
Michael Duskin
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Administrative Trustee
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September 30, 2010
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S
/ C
HRIS
A.
C
HOATE
Chris A. Choate
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Administrative Trustee
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September 30, 2010
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