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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 11)
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) |
December 15, 2008 |
(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 which is the subject of this Schedule 13D, and is filing this schedule because of Rule 13d-1(e), 13d-1(f) or 13d-1(g), check the following box o.
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CUSIP No. 03060R101 |
13D |
Page 2 |
1) |
NAME OF REPORTING PERSON: |
Leucadia National Corporation |
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2) |
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP: |
(a) x (b) o |
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3) |
SEC USE ONLY |
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4) |
SOURCE OF FUNDS: |
N/A |
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5) |
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e): |
o |
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6) |
CITIZENSHIP OR PLACE OF ORGANIZATION: |
New York |
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NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH |
7) |
SOLE VOTING POWER: |
-0- |
|
|
8) |
SHARED VOTING POWER: |
32,715,440 |
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9) |
SOLE DISPOSITIVE POWER: |
-0- |
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10) |
SHARED DISPOSITIVE POWER: |
32,715,440 |
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11) |
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON: |
32,715,440 |
|
||
12) |
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES: |
|
o |
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13) |
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11): |
24.9% |
|
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14) |
TYPE OF REPORTING PERSON: |
CO |
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CUSIP No. 03060R101 |
13D |
Page 3 |
1) |
NAME OF REPORTING PERSON: |
Phlcorp, Inc. |
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2) |
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP: |
(a) x (b) o |
|||
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): |
o |
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6) |
CITIZENSHIP OR PLACE OF ORGANIZATION: |
Pennsylvania |
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NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH |
7) |
SOLE VOTING POWER: |
-0- |
|
|
8) |
SHARED VOTING POWER: |
32,715,440 |
|||
9) |
SOLE DISPOSITIVE POWER: |
-0- |
|||
10) |
SHARED DISPOSITIVE POWER: |
32,715,440 |
|||
11) |
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON: |
32,715,440 |
|
||
12) |
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES: |
|
o |
||
13) |
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11): |
24.9% |
|
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14) |
TYPE OF REPORTING PERSON: |
CO |
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CUSIP No. 03060R101 |
13D |
Page 4 |
1) |
NAME OF REPORTING PERSON: |
Baldwin Enterprises, Inc. |
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2) |
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP: |
(a) x (b) o |
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3) |
SEC USE ONLY |
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4) |
SOURCE OF FUNDS: |
WC |
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5) |
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e): |
o |
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6) |
CITIZENSHIP OR PLACE OF ORGANIZATION: |
Colorado |
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NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH |
7) |
SOLE VOTING POWER: |
-0- |
|
|
8) |
SHARED VOTING POWER: |
32,715,440 |
|||
9) |
SOLE DISPOSITIVE POWER: |
-0- |
|||
10) |
SHARED DISPOSITIVE POWER: |
32,715,440 |
|||
11) |
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON: |
32,715,440 |
|
||
12) |
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES: |
|
o |
||
13) |
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11): |
24.9% |
|
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14) |
TYPE OF REPORTING PERSON: |
CO |
|
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CUSIP No. 03060R101 |
13D |
Page 5 |
1) |
NAME OF REPORTING PERSON: |
BEI Arch Holdings, LLC. |
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2) |
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP: |
(a) x (b) o |
||||
3) |
SEC USE ONLY |
|||||
4) |
SOURCE OF FUNDS: |
WC |
||||
5) |
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e): |
o |
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6) |
CITIZENSHIP OR PLACE OF ORGANIZATION: |
Delaware |
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NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH |
7) |
SOLE VOTING POWER: |
-0- |
|
||
8) |
SHARED VOTING POWER: |
32,715,440 |
||||
9) |
SOLE DISPOSITIVE POWER: |
-0- |
||||
10) |
SHARED DISPOSITIVE POWER: |
32,715,440 |
||||
11) |
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON: |
32,715,440 |
|
|||
12) |
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES: |
|
o |
|||
13) |
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11): |
24.9% |
|
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14) |
TYPE OF REPORTING PERSON: |
00 |
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CUSIP No. 03060R101 |
13D |
Page 6 |
1) |
NAME OF REPORTING PERSON: |
BEI – Longhorn, LLC |
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2) |
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP: |
(a) x (b) o |
|||
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): |
o |
|||
6) |
CITIZENSHIP OR PLACE OF ORGANIZATION: |
Delaware |
|||
NUMBER OF SHARES BENEFICIALLY EACH PERSON WITH |
7) |
SOLE VOTING POWER: |
-0- |
|
|
8) |
SHARED VOTING POWER: |
32,715,440 |
|||
9) |
SOLE DISPOSITIVE POWER: |
-0- |
|||
10) |
SHARED DISPOSITIVE POWER: |
32,715,440 |
|||
11) |
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON: |
32,715,440 |
|
||
12) |
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES: |
|
o |
||
13) |
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11): |
24.9% |
|
||
14) |
TYPE OF REPORTING PERSON: |
00 |
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This Amendment No. 11 (this “Amendment”) amends the Statement on Schedule 13D originally filed on January 22, 2008 (the “Original Schedule”) by the Reporting Persons, which Original Schedule was subsequently amended (the Original Schedule as amended by Amendments No. 1 through 10, is referred to as the “Schedule 13D”) by the Reporting Persons and is filed by and on behalf of the Reporting Persons with respect to the common stock, $0.01 par value per share (the “Common Stock”), of AmeriCredit Corp., a Texas corporation (the “Company”).
The purpose of this Amendment is to reflect on the cover page for each Reporting Person, Item 13, the correct percentage of common stock represented by the aggregate beneficial ownership of such Reporting Persons, after giving effect to the issuance by the Company of an aggregate of 15,122,670 shares of common stock on December 12, 2008.
SIGNATURES
After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.
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Dated: December 16, 2008 |
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.
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Its Sole Member |
By: |
/s/ Joseph A. Orlando |
Name: |
Joseph A. Orlando |
Title: |
Vice President |
BEI-LONGHORN, LLC
By: BEI Arch Holdings, LLC
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Its Sole Member |
By: Baldwin Enterprises, Inc.
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Its Sole Member |
By: |
/s/ Joseph A. Orlando |
Name: |
Joseph A. Orlando |
Title: |
Vice President |