AmeriCredit
Corp.
|
(Name
of Issuer)
|
Common
Stock, $0.01 par value
|
(Title
of class of securities)
|
03060R101 |
(CUSIP
number)
|
Joseph
A. Orlando
Vice
President and Chief Financial Officer
Leucadia
National Corporation
315
Park Avenue South
New
York, New York 10010
with
a copy to:
Andrea
A. Bernstein, Esq.
Weil,
Gotshal & Manges LLP
767
Fifth Avenue
New
York, New York 10153
|
(Name,
address and telephone number of person authorized to receive notices and
communications)
|
July
21, 2010
|
(Date
of event which requires filing of this
statement)
|
CUSIP
No. 03060R101
|
13D
|
Page
2
|
1)
|
NAME
OF REPORTING PERSON:
|
Leucadia
National Corporation
|
|||
2)
|
CHECK
THE APPROPRIATE BOX IF A MEMBER OF A GROUP:
|
(a) x
(b) ¨
|
|||
3)
|
SEC
USE ONLY
|
||||
4)
|
SOURCE
OF FUNDS:
|
N/A
|
|||
5)
|
CHECK
BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d)
OR 2(e):
|
¨
|
|||
6)
|
CITIZENSHIP
OR PLACE OF ORGANIZATION:
|
New
York
|
|||
NUMBER
OF SHARES
BENEFICIALLY
OWNED
BY
EACH
REPORTING
PERSON
WITH
|
7)
|
SOLE
VOTING POWER:
|
-0-
|
||
8)
|
SHARED
VOTING POWER:
|
33,900,440
|
|||
9)
|
SOLE
DISPOSITIVE POWER:
|
-0-
|
|||
10)
|
SHARED
DISPOSITIVE POWER:
|
33,900,440
|
|||
11)
|
AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON:
|
33,900,440
|
|||
12)
|
CHECK
BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
SHARES:
|
¨
|
|||
13)
|
PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW (11):
|
25.1%
|
|||
14)
|
TYPE
OF REPORTING PERSON:
|
CO
|
CUSIP
No. 03060R101
|
13D
|
Page
3
|
1)
|
NAME
OF REPORTING PERSON:
|
Phlcorp,
Inc.
|
|||
2)
|
CHECK
THE APPROPRIATE BOX IF A MEMBER OF A GROUP:
|
(a) x
(b) ¨
|
|||
3)
|
SEC
USE ONLY
|
||||
4)
|
SOURCE
OF FUNDS:
|
N/A
|
|||
5)
|
CHECK
BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d)
OR 2(e):
|
¨
|
|||
6)
|
CITIZENSHIP
OR PLACE OF ORGANIZATION:
|
Pennsylvania
|
|||
NUMBER
OF SHARES
BENEFICIALLY
OWNED
BY
EACH
REPORTING
PERSON
WITH
|
7)
|
SOLE
VOTING POWER:
|
-0-
|
||
8)
|
SHARED
VOTING POWER:
|
33,900,440
|
|||
9)
|
SOLE
DISPOSITIVE POWER:
|
-0-
|
|||
10)
|
SHARED
DISPOSITIVE POWER:
|
33,900,440
|
|||
11)
|
AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON:
|
33,900,440
|
|||
12)
|
CHECK
BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
SHARES:
|
¨
|
|||
13)
|
PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW (11):
|
25.1%
|
|||
14)
|
TYPE
OF REPORTING PERSON:
|
CO
|
CUSIP
No. 03060R101
|
13D
|
Page
4
|
1)
|
NAME
OF REPORTING PERSON:
|
Baldwin
Enterprises, Inc.
|
|||
2)
|
CHECK
THE APPROPRIATE BOX IF A MEMBER OF A GROUP:
|
(a) x
(b) ¨
|
|||
3)
|
SEC
USE ONLY
|
||||
4)
|
SOURCE
OF FUNDS:
|
N/A
|
|||
5)
|
CHECK
BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d)
OR 2(e):
|
¨
|
|||
6)
|
CITIZENSHIP
OR PLACE OF ORGANIZATION:
|
Colorado
|
|||
NUMBER
OF SHARES
BENEFICIALLY
OWNED
BY
EACH
REPORTING
PERSON
WITH
|
7)
|
SOLE
VOTING POWER:
|
-0-
|
||
8)
|
SHARED
VOTING POWER:
|
33,900,440
|
|||
9)
|
SOLE
DISPOSITIVE POWER:
|
-0-
|
|||
10)
|
SHARED
DISPOSITIVE POWER:
|
33,900,440
|
|||
11)
|
AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON:
|
33,900,440
|
|||
12)
|
CHECK
BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
SHARES:
|
¨
|
|||
13)
|
PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW (11):
|
25.1%
|
|||
14)
|
TYPE
OF REPORTING PERSON:
|
CO
|
CUSIP
No. 03060R101
|
13D
|
Page
5
|
1)
|
NAME
OF REPORTING PERSON:
|
BEI
Arch Holdings, LLC
|
|||
2)
|
CHECK
THE APPROPRIATE BOX IF A MEMBER OF A GROUP:
|
(a) x
(b) ¨
|
|||
3)
|
SEC
USE ONLY
|
||||
4)
|
SOURCE
OF FUNDS:
|
N/A
|
|||
5)
|
CHECK
BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d)
OR 2(e):
|
¨
|
|||
6)
|
CITIZENSHIP
OR PLACE OF ORGANIZATION:
|
Delaware
|
|||
NUMBER
OF SHARES
BENEFICIALLY
OWNED
BY
EACH
REPORTING
PERSON
WITH
|
7)
|
SOLE
VOTING POWER:
|
-0-
|
||
8)
|
SHARED
VOTING POWER:
|
33,900,440
|
|||
9)
|
SOLE
DISPOSITIVE POWER:
|
-0-
|
|||
10)
|
SHARED
DISPOSITIVE POWER:
|
33,900,440
|
|||
11)
|
AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON:
|
33,900,440
|
|||
12)
|
CHECK
BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
SHARES:
|
¨
|
|||
13)
|
PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW (11):
|
25.1%
|
|||
14)
|
TYPE
OF REPORTING PERSON:
|
00
|
CUSIP
No. 03060R101
|
13D
|
Page
6
|
1)
|
NAME
OF REPORTING PERSON:
|
BEI
– Longhorn, LLC
|
|||
2)
|
CHECK
THE APPROPRIATE BOX IF A MEMBER OF A GROUP:
|
(a) x
(b) ¨
|
|||
3)
|
SEC
USE ONLY
|
||||
4)
|
SOURCE
OF FUNDS:
|
N/A
|
|||
5)
|
CHECK
BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d)
OR 2(e):
|
¨
|
|||
6)
|
CITIZENSHIP
OR PLACE OF ORGANIZATION:
|
Delaware
|
|||
NUMBER
OF SHARES
BENEFICIALLY
OWNED
BY
EACH
REPORTING
PERSON
WITH
|
7)
|
SOLE
VOTING POWER:
|
-0-
|
||
8)
|
SHARED
VOTING POWER:
|
33,900,440
|
|||
9)
|
SOLE
DISPOSITIVE POWER:
|
-0-
|
|||
10)
|
SHARED
DISPOSITIVE POWER:
|
33,900,440
|
|||
11)
|
AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON:
|
33,900,440
|
|||
12)
|
CHECK
BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
SHARES:
|
¨
|
|||
13)
|
PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW (11):
|
25.1%
|
|||
14)
|
TYPE
OF REPORTING PERSON:
|
00
|
ITEM
4.
|
PURPOSE
OF TRANSACTION.
|
ITEM
6.
|
CONTRACTS,
ARRANGEMENTS, UNDERSTANDINGS OR RELATIONSHIPS WITH RESPECT TO SECURITIES
OF THE ISSUER.
|
EXHIBIT
1
|
Form
of Shareholder Support and Voting Agreement dated as of July 21, 2010
among General Motors Holdings LLC, Goalie Texas Holdco Inc., Leucadia
National Corporation, Phlcorp, Inc., Baldwin Enterprises, Inc., BEI Arch
Holdings, LLC and BEI-Longhorn,
LLC.
|
LEUCADIA
NATIONAL CORPORATION
|
|||
By:
|
/s/
Joseph A. Orlando
|
||
Name:
|
Joseph
A. Orlando
|
||
Title:
|
Vice
President and Chief Financial Officer
|
||
PHLCORP,
INC.
|
|||
By:
|
/s/
Joseph A. Orlando
|
||
Name:
|
Joseph
A. Orlando
|
||
Title:
|
Vice
President
|
||
BALDWIN
ENTERPRISES, INC.
|
|||
By:
|
/s/
Joseph A. Orlando
|
||
Name:
|
Joseph
A. Orlando
|
||
Title:
|
Vice
President
|
||
BEI
ARCH HOLDINGS, LLC
By:
Baldwin Enterprises, Inc.
Its Sole
Member
|
|||
By:
|
/s/
Joseph A. Orlando
|
||
Name:
|
Joseph
A. Orlando
|
||
Title:
|
Vice
President
|
||
BEI-LONGHORN,
LLC
By:
BEI Arch Holdings, LLC
Its Sole Member
By:
Baldwin Enterprises, Inc.
Its Sole
Member
|
|||
By:
|
/s/
Joseph A. Orlando
|
||
Name:
|
Joseph
A. Orlando
|
||
Title:
|
Vice
President
|
1
|
Form
of Shareholder Support and Voting Agreement dated as of July 21, 2010
among General Motors Holdings LLC, Goalie Texas Holdco Inc., Leucadia
National Corporation, Phlcorp, Inc., Baldwin Enterprises, Inc., BEI Arch
Holdings, LLC and BEI-Longhorn,
LLC.
|