Post-Effective Amendment No. 1 to Form S-3
Table of Contents

As Filed with the Securities and Exchange Commission on February 23, 2010

Registration No. 333-157354

 

 

 

UNITED STATES

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

 

 

AutoNation, Inc.

(Exact name of registrant as specified in its charter)

 

 

 

Delaware   73-1105145
(State or Other Jurisdiction of
Incorporation or Organization)
  (IRS Employer
Identification Number)

200 SW 1st Ave

Fort Lauderdale, FL 33301

(954) 769-6000

(Address, including zip code, and telephone number, including area code, of registrant’s principal executive offices)

 

 

Jonathan P. Ferrando

Executive Vice President, General Counsel and Secretary

200 SW 1st Ave

Fort Lauderdale, FL 33301

(954) 769-6000

(Name, address, including zip code, and telephone number, including area code, of agent for service)

 

 

Approximate Date of Commencement of Proposed Sale to the Public: From time to time after the effective date of this registration statement.

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.    x

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.    x


Table of Contents

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 class of securities pursuant to Rule 413(b) under the Securities Act, check the following box.    x

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.

 

Large accelerated filer   þ    Accelerated filer   ¨
Non-accelerated filer   ¨  (Do not check if a smaller reporting company)    Smaller reporting company   ¨

 

 

CALCULATION OF REGISTRATION FEE

 

 

Title of Each Class of

Securities to be Registered

 

Amount

to be
Registered(1)

  Proposed
Maximum
Offering Price
Per Unit(1)
 

Proposed
Maximum
Aggregate

Offering Price(1)

 

Amount of

Registration Fee(1)

Common Stock, $0.01 par value

               

Preferred Stock, $0.01 par value

               

Debt Securities

               

Warrants

               

Subscription Rights

               

Depositary Shares

               

Stock Purchase Contracts

               

Units(2)

               

Guarantees of Debt Securities(3)

               
 
 
(1) An indeterminate aggregate initial offering price, principal amount or number of the securities of each identified class is being registered as may from time to time be issued at indeterminate prices or upon conversion, exchange or exercise of securities registered hereunder to the extent any such securities are, by their terms, convertible into, or exchangeable or exercisable for, such securities. Separate consideration may or may not be received for securities that are issuable on exercise, conversion or exchange of other securities. In accordance with Rule 456(b) and Rule 457(r), the Registrant is deferring payment of the registration fee.
(2) Any securities registered hereunder may be sold separately or as units with other securities registered hereunder.
(3) Guarantees of the debt securities may be issued by subsidiaries of AutoNation, Inc. that are listed on the following page under the caption “Table of Additional Registrants.” Pursuant to Rule 457(o), no separate registration fee is payable in respect of the registration of the guarantees.

 

 

 


Table of Contents

TABLE OF ADDITIONAL REGISTRANTS

 

Exact name of additional registrant as
specified in its charter

   State or Other
Jurisdiction of

Incorporation or
Organization
   IRS
Employer
Identification
Number

7 ROD REAL ESTATE NORTH, a limited liability company

   Wyoming    84-1167321

7 ROD REAL ESTATE SOUTH, a limited liability company

   Wyoming    84-1167320

Abraham Chevrolet-Miami, Inc.

   Delaware    65-0802822

Abraham Chevrolet-Tampa, Inc.

   Delaware    65-0802820

ACER Fiduciary, Inc.

   Delaware    65-0945065

AL MAROONE FORD, LLC

   Delaware    65-0944227

Albert Berry Motors, Inc.

   Texas    74-1487498

Allison Bavarian

   California    94-2707588

ALLISON BAVARIAN HOLDING, LLC

   Delaware    20-5224408

ALL-STATE RENT A CAR, INC.

   Nevada    88-0143152

American Way Motors, Inc.

   Tennessee    62-1333714

AN CADILLAC OF WPB, LLC

   Delaware    35-2234609

AN Central Region Management, LLC

   Delaware    01-0756957

AN Chevrolet - Arrowhead, Inc.

   Delaware    91-1933520

AN CHEVROLET OF PHOENIX, LLC

   Delaware    52-2102866

AN CJ VALENCIA, INC.

   Delaware    20-2859034

AN COLLISION CENTER OF ADDISON, INC.

   Delaware    75-1053127

AN COLLISION CENTER OF NORTH HOUSTON, INC.

   Delaware    26-3118395

AN Collision Center of Tempe, Inc.

   Delaware    86-0928952

AN CORPORATE MANAGEMENT PAYROLL CORP.

   Delaware    26-3725783

AN Corpus Christi Chevrolet, LP

   Texas    32-0031564

AN Corpus Christi GP, LLC

   Delaware    32-0031563

AN Corpus Christi Imports Adv. GP, LLC

   Delaware    90-0080282

AN Corpus Christi Imports Adv., LP

   Texas    90-0080295

AN Corpus Christi Imports GP, LLC

   Delaware    27-0041420

AN Corpus Christi Imports II GP, LLC

   Delaware    27-0041425

AN Corpus Christi Imports II, LP

   Texas    32-0031566

AN Corpus Christi Imports, LP

   Texas    32-0031567

AN CORPUS CHRISTI MOTORS, INC.

   Delaware    20-5547917

AN Corpus Christi T. Imports GP, LLC

   Delaware    27-0041422

AN Corpus Christi T. Imports, LP

   Texas    13-4214051

AN County Line Ford, Inc.

   Texas    75-1687008

AN Dealership Holding Corp.

   Florida    65-0608572

AN Florida Region Management, LLC

   Delaware    52-2135867

AN Fremont Luxury Imports, Inc.

   Delaware    86-0928954

AN IMPORTS OF FT. LAUDERDALE, INC.

   Delaware    20-5147883

AN IMPORTS OF LITHIA SPRINGS, LLC

   Delaware    35-2229690

AN IMPORTS OF SPOKANE, INC.

   Delaware    26-4461138

AN Imports on Weston Road, Inc.

   Florida    59-1968718

AN LUXURY IMPORTS GP, LLC

   Delaware    90-0121570

AN LUXURY IMPORTS HOLDING, LLC

   Delaware    20-5682480

AN LUXURY IMPORTS OF PALM BEACH, INC.

   Delaware    20-8671889

AN LUXURY IMPORTS OF PEMBROKE PINES, INC.

   Delaware    22-3869449

AN Luxury Imports of Phoenix, Inc.

   Delaware    26-4461301

AN LUXURY IMPORTS OF SAN DIEGO, INC.

   Delaware    20-5682367

AN Luxury Imports of Sarasota, Inc.

   Delaware    20-0551681

AN LUXURY IMPORTS OF SPOKANE, INC.

   Delaware    27-1210937

AN Luxury Imports of Tucson, Inc.

   Delaware    26-1182858

AN Luxury Imports, Ltd.

   Texas    90-0121575

AN MOTORS OF DALLAS, INC.

   Delaware    26-1769977

AN MOTORS OF DELRAY BEACH, INC.

   Delaware    20-1405067

AN MOTORS OF SCOTTSDALE, LLC

   Delaware    52-2102864

AN Pontiac GMC Houston North GP, LLC

   Delaware    16-1641915

AN Pontiac GMC Houston North, LP

   Texas    13-4214055

AN SUBARU MOTORS, INC.

   Delaware    20-5685964

AN Texas Region Management, Ltd.

   Texas    02-0654987

AN West Central Region Management, LLC

   Delaware    02-0654986

Exact name of additional registrant as
specified in its charter

   State or Other
Jurisdiction of

Incorporation or
Organization
   IRS
Employer
Identification
Number

AN Western Region Management, LLC

   Delaware    01-0756952

AN/CF Acquisition Corp.

   Delaware    65-0927849

AN/FMK Acquisition Corp.

   Delaware    65-0978211

AN/GMF, Inc.

   Delaware    36-3087611

AN/KPBG Motors, Inc.

   Washington    91-1739519

AN/MF Acquisition Corp.

   Delaware    65-0961375

AN/MNI Acquisition Corp.

   Delaware    65-1024377

AN/PF Acquisition Corp.

   Delaware    65-0927848

AN/STD Acquisition Corp.

   Delaware    65-0952134

Anderson Chevrolet

   California    94-1503305

Anderson Chevrolet Los Gatos, Inc.

   California    77-0262368

Anderson Cupertino, Inc.

   California    65-0770033

Appleway Chevrolet, Inc.

   Washington    91-0538143

Atrium Restaurants, Inc.

   Florida    59-2424477

Auto Ad Agency, Inc.

   Maryland    52-1295158

AUTO CAR HOLDING, LLC

   Delaware    20-5225856

Auto Car, Inc.

   California    68-0129623

AUTO HOLDING, LLC

   Delaware    52-2107831

AUTO MISSION HOLDING, LLC

   Delaware    20-5226182

Auto Mission Ltd.

   California    94-3141091

Auto West, Inc.

   California    94-2946518

Autohaus Holdings, Inc.

   Delaware    80-0052569

AutoNation Benefits Company, Inc.

   Florida    34-1135160

AutoNation Corporate Management, LLC

   Delaware    22-3850167

AutoNation Dodge of Pembroke Pines, Inc.

   Delaware    65-0948962

AutoNation Enterprises Incorporated

   Florida    65-0608578

AUTONATION FINANCIAL SERVICES, LLC

   Delaware    65-0725080

AutoNation Fort Worth Motors, Ltd.

   Texas    65-1152832

AutoNation GM GP, LLC

   Delaware    65-0944592

AutoNation Holding Corp.

   Delaware    65-0723604

AutoNation Imports of Katy GP, LLC

   Delaware    56-2307537

AutoNation Imports of Katy, L.P.

   Texas    65-0957160

AutoNation Imports of Lithia Springs, Inc.

   Delaware    65-1003051

AutoNation Imports of Longwood, Inc.

   Delaware    65-1032195

AutoNation Imports of Palm Beach, Inc.

   Delaware    65-1102140

AutoNation Imports of Winter Park, Inc.

   Delaware    65-1032110

AutoNation Motors Holding Corp.

   Delaware    65-1132563

AutoNation Motors of Lithia Springs, Inc.

   Delaware    65-1002966

AutoNation North Texas Management GP, LLC

   Delaware    33-1037931

AutoNation Northwest Management, LLC

   Delaware    01-0756954

AutoNation Orlando Venture Holdings, Inc.

   Delaware    65-1137521

AUTONATION OXNARD VENTURE HOLDINGS, INC.

   Delaware    26-3454865

AutoNation Realty Corporation

   Delaware    65-0711536

AutoNation USA of Perrine, Inc.

   Delaware    65-0899807

AUTONATION V. IMPORTS OF DELRAY BEACH, LLC

   Delaware    36-4558039

AutoNationDirect.com, Inc.

   Delaware    65-0945066

Bankston Auto, Inc.

   Texas    75-1336358

Bankston Chrysler Jeep of Frisco, L.P.

   Texas    65-1052692

Bankston CJ GP, LLC

   Delaware    56-2307538

BANKSTON FORD OF FRISCO, LTD. CO

   Texas    75-2529822

Bankston Nissan in Irving, Inc.

   Texas    75-1325663

Bankston Nissan Lewisville GP, LLC

   Delaware    73-1670796

Bankston Nissan Lewisville, Ltd.

   Texas    06-1699681

Bargain Rent-A-Car

   California    95-3821161

Batfish, LLC

   Colorado    84-1261352

BBCSS, Inc.

   Arizona    58-2434441

Beach City Chevrolet Company, Inc.

   California    95-1879646

BEACH CITY HOLDING, LLC

   Delaware    20-5226233

Beacon Motors, Inc.

   Florida    65-0582254

Bell Dodge, L.L.C.

   Delaware    52-2102862

BENGAL MOTOR COMPANY, LTD.

   Florida    59-2985277

Bengal Motors, Inc.

   Florida    65-0165367

Bill Ayares Chevrolet, LLC

   Delaware    47-0922618

BLEDSOE DODGE, LLC

   Delaware    65-0944613


Table of Contents

TABLE OF ADDITIONAL REGISTRANTS (CONTINUED)

 

Exact name of additional registrant as
specified in its charter

   State or Other
Jurisdiction of

Incorporation or
Organization
   IRS
Employer
Identification
Number

Bob Townsend Ford, Inc.

   Delaware    31-0669965

Body Shop Holding Corp.

   Delaware    52-2124065

BOSC Automotive Realty, Inc.

   Delaware    38-3262849

Brown & Brown Chevrolet - Superstition Springs, LLC

   Arizona    86-0904747

Brown & Brown Chevrolet, Inc.

   Arizona    86-0128003

Brown & Brown Nissan Mesa, L.L.C.

   Arizona    86-0795376

Brown & Brown Nissan, Inc.

   Arizona    86-0677220

BUICK MART LIMITED PARTNERSHIP

   Georgia    88-0377744

BULL MOTORS, LLC

   Delaware    65-0944614

C. Garrett, Inc.

   Colorado    84-1264053

CARLISLE MOTORS, LLC

   Delaware    65-0944616

CARWELL HOLDING, LLC

   Delaware    20-5224795

CARWELL, LLC

   Delaware    65-0944617

CERRITOS BODY WORKS HOLDING, LLC

   Delaware    20-5225440

Cerritos Body Works, Inc.

   California    33-0374316

CERRITOS IMPORTS HOLDING, LLC

   Delaware    20-5226306

Cerritos Imports, Inc.

   Delaware    52-2119516

CHAMPION CHEVROLET HOLDING, LLC

   Delaware    20-5224897

CHAMPION CHEVROLET, LLC

   Delaware    65-0944618

Champion Ford, Inc.

   Texas    76-0171196

Charlie Hillard, Inc.

   Texas    75-0922515

Charlie Thomas Chevrolet GP, LLC

   Delaware    73-1670803

Charlie Thomas Chevrolet, Ltd.

   Texas    20-0058033

Charlie Thomas Chrysler-Plymouth, Inc.

   Texas    76-0010351

Charlie Thomas’ Courtesy GP, LLC

   Delaware    73-1670811

Charlie Thomas Courtesy Leasing, Inc.

   Texas    74-1850452

Charlie Thomas F. GP, LLC

   Delaware    33-1062335

Charlie Thomas Ford, Ltd.

   Texas    20-0058561

Charlie Thomas’ Courtesy Ford, Ltd.

   Texas    06-1699682

CHESROWN AUTO, LLC

   Delaware    65-0944619

CHESROWN CHEVROLET, LLC

   Delaware    65-0944620

Chesrown Collision Center, Inc.

   Colorado    84-1358588

Chesrown Ford, Inc.

   Colorado    84-1164224

Chevrolet World, Inc.

   Florida    59-2216673

Chuck Clancy Ford of Marietta, LLC

   Delaware    47-0922626

CJ VALENCIA HOLDING, LLC

   Delaware    20-5226043

Coastal Cadillac, Inc.

   Florida    59-3023188

Consumer Car Care Corporation

   Tennessee    62-1151481

Contemporary Cars, Inc.

   Florida    59-1635976

Cook-Whitehead Ford, Inc.

   Florida    59-1165955

Corporate Properties Holding, Inc.

   Delaware    65-0948961

COSTA MESA CARS HOLDING, LLC

   Delaware    20-5226339

Costa Mesa Cars, Inc.

   California    33-0626084

Courtesy Auto Group, Inc.

   Florida    59-2360236

Courtesy Broadway, LLC

   Colorado    20-5417194

Covington Pike Motors, Inc.

   Tennessee    58-1366612

CT Intercontinental GP, LLC

   Delaware    33-1062337

CT Intercontinental, Ltd.

   Texas    20-0057835

CT Motors, Inc.

   Texas    76-0387042

D/L Motor Company

   Florida    59-3237877

Deal Dodge of Des Plaines, Inc.

   Illinois    36-3862968

Dealership Properties, Inc.

   Nevada    74-2869002

Dealership Realty Corporation

   Texas    76-0218062

Desert Buick-GMC Trucks, L.L.C.

   Delaware    52-2102859

Desert Chrysler-Plymouth, Inc.

   Delaware    88-0121640

Desert Dodge, Inc.

   Nevada    88-0227814

Desert GMC, L.L.C.

   Delaware    52-2102860

Desert Lincoln-Mercury, Inc.

   Nevada    88-0168433

Dobbs Brothers Buick-Pontiac, Inc.

   Tennessee    62-1038471

Dobbs Ford of Memphis, Inc.

   Delaware    65-1065025

Dobbs Ford, Inc.

   Florida    59-1584177

Dobbs Mobile Bay, Inc.

   Alabama    62-1196110

Dobbs Motors of Arizona, Inc.

   Arizona    93-0929951

Dodge of Bellevue, Inc.

   Delaware    94-3009590

Don Mealey Chevrolet, Inc.

   Florida    59-1553076

Don Mealey Imports, Inc.

   Florida    59-3099049

Don-A-Vee Jeep-Eagle, Inc.

   California    33-0203778

Exact name of additional registrant as
specified in its charter

   State or Other
Jurisdiction of

Incorporation or
Organization
   IRS
Employer
Identification
Number

Downers Grove Dodge, Inc.

   Delaware    36-2804667

Driver’s Mart Worldwide, Inc.

   Virginia    38-3275555

EASTGATE FORD, INC.

   Ohio    31-0736141

Ed Mullinax Ford, LLC

   Delaware    57-1174464

Edgren Motor Company, Inc.

   California    94-1561041

EDGREN MOTOR HOLDING, LLC

   Delaware    20-5225254

EL MONTE IMPORTS HOLDING, LLC

   Delaware    20-5226399

El Monte Imports, Inc.

   Delaware    65-0881906

EL MONTE MOTORS HOLDING, LLC

   Delaware    20-5226498

El Monte Motors, Inc.

   Delaware    65-0881905

Elmhurst Auto Mall, Inc.

   Illinois    36-4185090

EMICH CHRYSLER PLYMOUTH, LLC

   Delaware    65-0944625

EMICH DODGE, LLC

   Delaware    65-0944626

EMICH OLDSMOBILE, LLC

   Delaware    65-0944593

EMICH SUBARU WEST, LLC

   Delaware    65-0944597

Empire Services Agency, Inc.

   Florida    65-0329882

Financial Services GP, LLC

   Delaware    02-0695729

Financial Services, Ltd.

   Texas    20-0057657

First Team Automotive Corp.

   Delaware    59-3440254

First Team Ford of Manatee, Ltd.

   Florida    59-3446538

First Team Ford, Ltd.

   Florida    59-3366156

First Team Imports, Ltd.

   Florida    59-3298470

First Team Jeep Eagle, Chrysler-Plymouth, Ltd.

   Florida    59-3446556

First Team Management, Inc.

   Florida    59-2714981

First Team Premier, Ltd.

   Florida    59-3392621

FIT KIT HOLDING, LLC

   Delaware    20-5225481

Fit Kit, Inc.

   California    33-0115670

Florida Auto Corp.

   Delaware    65-0837116

FORD OF GARDEN GROVE LIMITED PARTNERSHIP

   Georgia    88-0377746

Ford of Kirkland, Inc.

   Washington    91-1425985

Fox Chevrolet, LLC

   Delaware    47-0922620

Fox Imports, LLC

   Delaware    47-0922622

FOX MOTORS, LLC

   Delaware    47-0922619

Fred Oakley Motors, Inc.

   Delaware    75-1524534

FREMONT LUXURY IMPORTS HOLDING, LLC

   Delaware    20-5226133

Ft. Lauderdale Nissan, Inc.

   Florida    65-0273822

G.B. IMPORT SALES & SERVICE HOLDING, LLC

   Delaware    20-5224826

G.B. IMPORT SALES & SERVICE, LLC

   Delaware    65-0944605

GENE EVANS FORD, LLC

   Delaware    65-0944608

George Sutherlin Nissan, LLC

   Delaware    47-0922627

Government Boulevard Motors, Inc.

   Alabama    62-1502108

Gulf Management, Inc.

   Florida    59-2908603

Hayward Dodge, Inc.

   Delaware    94-1689551

Hillard Auto Group, Inc.

   Texas    75-1965005

Hollywood Imports Limited, Inc.

   Florida    59-2025810

Hollywood Kia, Inc.

   Florida    65-0619873

HORIZON CHEVROLET, INC.

   Ohio    34-1245635

HOUSE OF IMPORTS HOLDING, LLC

   Delaware    20-5226553

House of Imports, Inc.

   California    95-2498811

Houston Auto M. Imports Greenway, Ltd.

   Texas    20-0057720

Houston Auto M. Imports North, Ltd.

   Texas    20-0058197

Houston Imports Greenway GP, LLC

   Delaware    56-2307542

Houston Imports North GP, LLC

   Delaware    56-2307540

Hub Motor Company, LLC

   Delaware    47-0922628

IRVINE IMPORTS HOLDING, LLC

   Delaware    20-5225601

Irvine Imports, Inc.

   California    33-0374310

IRVINE TOYOTA/NISSAN/VOLVO LIMITED PARTNERSHIP

   Georgia    88-0377749

JEMAUTCO, INC.

   Ohio    31-1153168

JERRY GLEASON CHEVROLET, INC.

   Illinois    36-2840037

Jerry Gleason Dodge, Inc.

   Illinois    36-4074146

Jim Quinlan Chevrolet Co.

   Delaware    59-1055603

Jim Quinlan Ford Lincoln-Mercury, Inc.

   Florida    59-2690846

Joe MacPherson Ford

   California    33-0180618


Table of Contents

TABLE OF ADDITIONAL REGISTRANTS (CONTINUED)

 

Exact name of additional registrant as
specified in its charter

   State or Other
Jurisdiction of

Incorporation or
Organization
   IRS
Employer
Identification
Number

Joe MacPherson Imports No. I

   California    33-0745137

Joe MacPherson Infiniti

   California    33-0127306

JOE MACPHERSON INFINITI HOLDING, LLC

   Delaware    20-5224941

JOE MACPHERSON OLDSMOBILE

   California    33-0293599

JOHN M. LANCE FORD, LLC

   Delaware    65-0944184

J-R Advertising Company

   Colorado    84-1177523

J-R Motors Company North

   Colorado    84-1167355

J-R Motors Company South

   Colorado    84-1167319

JRJ Investments, Inc.

   Nevada    88-0199942

J-R-M MOTORS COMPANY NORTHWEST LLC

   Colorado    84-1363627

Kenyon Dodge, Inc.

   Florida    59-0479520

King’s Crown Ford, Inc.

   Delaware    59-2018826

L.P. Evans Motors WPB, Inc.

   Florida    59-0684221

L.P. Evans Motors, Inc.

   Florida    59-0601584

Lance Children, Inc.

   Ohio    34-1789728

Leesburg Imports, LLC

   Delaware    06-1712528

Leesburg Motors, LLC

   Delaware    06-1712525

Les Marks Chevrolet, Inc.

   Texas    76-0375065

Lew Webb’s Ford, Inc.

   California    33-0677560

LEW WEBB’S IRVINE NISSAN HOLDING, LLC

   Delaware    20-5225321

Lew Webb’s Irvine Nissan, Inc.

   California    33-0374313

Lewisville Imports GP, LLC

   Delaware    16-1640974

Lewisville Imports, Ltd.

   Texas    06-1647785

LEXUS OF CERRITOS LIMITED PARTNERSHIP

   Georgia    88-0378242

Lot 4 Real Estate Holdings, LLC

   Delaware    32-0103034

MacHoward Leasing

   California    95-2267692

MACHOWARD LEASING HOLDING, LLC

   Delaware    20-5224996

MacPherson Enterprises, Inc.

   California    95-2706038

Magic Acquisition Corp.

   Delaware    65-0711428

MAGIC ACQUISITION HOLDING, LLC

   Delaware    20-5226582

Marks Family Dealerships, Inc.

   Texas    74-1405873

Marks Transport, Inc.

   Texas    76-0444883

Maroone Chevrolet Ft. Lauderdale, Inc.

   Florida    65-0721018

MAROONE CHEVROLET, LLC

   Delaware    65-0944183

MAROONE DODGE, LLC

   Delaware    65-0944181

MAROONE FORD, LLC

   Delaware    65-0944179

Maroone Management Services, Inc.

   Florida    65-0721017

Maroone Oldsmobile, LLC

   Delaware    52-2135875

MC/RII, LLC

   Ohio    31-1751162

Mealey Holdings, Inc.

   Florida    59-3280283

Mechanical Warranty Protection, Inc.

   Florida    65-0062054

Metro Chrysler Jeep, Inc.

   Florida    59-3002195

Midway Chevrolet, Inc.

   Texas    75-1631858

Mike Hall Chevrolet, Inc.

   Delaware    74-1940031

Mike Shad Chrysler Plymouth Jeep Eagle, Inc.

   Florida    65-0731779

Mike Shad Ford, Inc.

   Florida    65-0730472

MILLER-SUTHERLIN AUTOMOTIVE, LLC

   Delaware    65-0944177

Mission Blvd. Motors, Inc.

   California    94-3179908

MR. WHEELS HOLDING, LLC

   Delaware    20-5225351

Mr. Wheels, Inc.

   California    95-3050274

Mullinax East, LLC

   Delaware    57-1174463

MULLINAX FORD NORTH CANTON, INC.

   Ohio    34-1706005

Mullinax Ford South, Inc.

   Florida    59-2745619

Mullinax Insurance Agency, Inc.

   Ohio    34-1090817

Mullinax Lincoln-Mercury, Inc.

   Delaware    34-1555317

Mullinax of Mayfield, LLC

   Delaware    57-1174466

Mullinax Used Cars, Inc.

   Ohio    34-1663489

Naperville Imports, Inc.

   Delaware    65-1151451

NEWPORT BEACH CARS HOLDING, LLC

   Delaware    20-5224604

NEWPORT BEACH CARS, LLC

   Delaware    65-0944175

Nichols Ford, Ltd.

   Texas    20-0057609

Nichols GP, LLC

   Delaware    33-1062338

Nissan of Brandon, Inc.

   Florida    59-2872723

Northpoint Chevrolet, LLC

   Delaware    47-0922630

Exact name of additional registrant as
specified in its charter

   State or Other
Jurisdiction of

Incorporation or
Organization
   IRS
Employer
Identification
Number

Northpoint Ford, Inc.

   Delaware    65-0964278

Northwest Financial Group, Inc.

   Washington    91-1666832

Ontario Dodge, Inc.

   California    33-0380793

ORANGE COUNTY AUTOMOTIVE IMPORTS, LLC

   Delaware    65-0944636

Payton-Wright Ford Sales, Inc.

   Texas    75-1231297

Peyton Cramer Automotive

   California    33-0612289

PEYTON CRAMER AUTOMOTIVE HOLDING, LLC

   Delaware    20-5226609

PEYTON CRAMER F. HOLDING, LLC

   Delaware    20-5225040

Peyton Cramer Ford

   California    95-3410394

Peyton Cramer Infiniti

   California    33-0567152

PEYTON CRAMER INFINITI HOLDING, LLC

   Delaware    20-5226653

Peyton Cramer Jaguar

   California    33-0567150

Peyton Cramer Lincoln-Mercury

   California    33-0679879

PEYTON CRAMER LM HOLDING, LLC

   Delaware    20-5224570

Pierce Automotive Corporation

   Arizona    86-0811184

PIERCE, LLC

   Delaware    65-0944638

Pitre Buick-Pontiac-GMC of Scottsdale, Inc.

   Delaware    86-0928953

Pitre Chrysler-Plymouth-Jeep of Scottsdale, Inc.

   Delaware    86-0928955

Pitre Chrysler-Plymouth-Jeep on Bell, Inc.

   Delaware    86-0928950

Plains Chevrolet GP, LLC

   Delaware    06-1699677

Plains Chevrolet, Ltd.

   Texas    20-0058622

PMWQ, Inc.

   Nevada    75-2748417

PMWQ, Ltd.

   Texas    75-2748419

Port City Imports, Inc.

   Texas    74-2403712

Prime Auto Resources, Inc.

   California    33-0718037

Quality Nissan GP, LLC

   Delaware    06-1699678

Quality Nissan, Ltd.

   Texas    20-0058629

Quinlan Motors, Inc.

   Florida    59-3268936

R. Coop Limited

   Colorado    84-1251979

R.L. Buscher II, Inc.

   Colorado    84-1171763

R.L. Buscher III, Inc.

   Colorado    84-1171764

Real Estate Holdings, Inc.

   Florida    65-0789583

Republic DM Property Acquisition Corp.

   Delaware    52-2099740

Republic Resources Company

   Delaware    51-0370517

Republic Risk Management Services, Inc.

   Florida    65-0782124

Resources Aviation, Inc.

   Florida    65-0858501

RI Merger Corp.

   Colorado    84-1492421

RI/ASC Acquisition Corp.

   Delaware    84-1491657

RI/BB Acquisition Corp.

   Delaware    52-2127466

RI/BBNM Acquisition Corp

   Arizona    86-0914399

RI/BRC Real Estate Corp.

   California    65-0942312

RI/DM Acquisition Corp.

   Delaware    52-2099741

RI/Hollywood Nissan Acquisition Corp.

   Delaware    65-0784675

RI/LLC Acquisition Corp.

   Colorado    84-1459545

RI/LLC-2 Acquisition Corp.

   Colorado    84-1459544

RI/PII Acquisition Corp.

   Delaware    52-2124965

RI/RMC Acquisition GP, LLC

   Delaware    33-1062340

RI/RMC Acquisition, Ltd.

   Texas    20-0057572

RI/RMP Acquisition Corp.

   Delaware    52-2109996

RI/RMT Acquisition GP, LLC

   Delaware    02-0695720

RI/RMT Acquisition, Ltd.

   Texas    20-0058111

RI/WFI Acquisition Corporation

   Delaware    52-2124969

RKR Motors, Inc.

   Florida    65-0070349

ROSECRANS INVESTMENTS, LLC

   Delaware    65-1093600

Roseville Motor Corporation

   California    94-2922942

ROSEVILLE MOTOR HOLDING, LLC

   Delaware    20-5225195

RRM Corporation

   Delaware    52-2007719

Sahara Imports, Inc.

   Nevada    86-0869592

SAHARA NISSAN, INC.

   Nevada    88-0133547

SAUL CHEVROLET HOLDING, LLC

   Delaware    20-5224718

SCM Realty, Inc.

   Florida    59-2640748


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TABLE OF ADDITIONAL REGISTRANTS (CONTINUED)

 

Exact name of additional registrant as
specified in its charter

   State or Other
Jurisdiction of

Incorporation or
Organization
   IRS
Employer
Identification
Number

Service Station Holding Corp.

   Delaware    65-0899829

SHAMROCK F. HOLDING, LLC

   Delaware    20-5226693

Shamrock Ford, Inc.

   California    94-2220473

Six Jays LLC

   Colorado    84-1364768

SMI MOTORS HOLDING, LLC

   Delaware    20-5226719

SMI Motors, Inc.

   California    95-4399082

SMYTHE EUROPEAN HOLDING, LLC

   Delaware    20-5225929

Smythe European, Inc.

   California    94-2633163

SOUTHWEST DODGE, LLC

   Delaware    65-0944643

SPITFIRE PROPERTIES, INC.

   Florida    59-2484224

STAR MOTORS, LLC

   Delaware    65-0944646

Steakley Chevrolet GP, LLC

   Delaware    02-0695725

Steakley Chevrolet, Ltd.

   Texas    20-0058140

Steeplechase Motor Company

   Texas    76-0244476

STEVE MOORE CHEVROLET DELRAY, LLC

   Delaware    65-0944647

STEVE MOORE CHEVROLET, LLC

   Delaware    65-0944670

Steve Moore’s Buy-Right Auto Center, Inc.

   Florida    65-0192329

Steve Rayman Pontiac-Buick-GMC-Truck, LLC

   Delaware    65-0944669

STEVENS CREEK HOLDING, LLC

   Delaware    20-5225154

Stevens Creek Motors, Inc.

   California    94-3010181

Sunrise Nissan of Jacksonville, Inc.

   Florida    59-3427446

Sunrise Nissan of Orange Park, Inc.

   Florida    59-1357686

Sunset Pontiac-GMC Truck South, Inc.

   Florida    59-3128431

Sunset Pontiac-GMC, Inc.

   Michigan    38-1919584

Superior Nissan, Inc.

   North Carolina    62-1306501

SUTHERLIN CHRYSLER-PLYMOUTH JEEP-EAGLE, LLC

   Delaware    65-0944667

Sutherlin H. Imports, LLC

   Delaware    47-0922631

Sutherlin Imports, LLC

   Delaware    65-0944664

SUTHERLIN NISSAN, LLC

   Delaware    65-0944665

Sutherlin Town Center, Inc.

   Georgia    58-2241820

Tartan Advertising, Inc.

   California    33-0191704

Tasha Incorporated

   California    94-2512050

TAYLOR JEEP EAGLE, LLC

   Delaware    65-0944662

Team Dodge, Inc.

   Delaware    65-1040982

TERRY YORK MOTOR CARS HOLDING, LLC

   Delaware    20-5226742

Terry York Motor Cars, Ltd.

   California    95-3549353

Texan Ford Sales, Ltd.

   Texas    20-0058068

Texan Ford, Inc.

   Texas    76-0207034

Texan Lincoln-Mercury, Inc.

   Delaware    76-0489587

Texan Sales GP, LLC

   Delaware    02-0695727

Texas Management Companies LP, LLC

   Delaware    52-2135873

The Consulting Source, Inc.

   Florida    59-2183874

The Pierce Corporation II, Inc.

   Arizona    86-0743383

Exact name of additional registrant as
specified in its charter

   State or Other
Jurisdiction of

Incorporation or
Organization
   IRS
Employer
Identification
Number

Tinley Park A. Imports, Inc.

   Delaware    52-2124968

Tinley Park J. Imports, Inc.

   Delaware    52-2104777

Tinley Park V. Imports, Inc.

   Delaware    84-1041105

TORRANCE NISSAN HOLDING, LLC

   Delaware    20-5224866

TORRANCE NISSAN, LLC

   Delaware    65-0944661

Tousley Ford, Inc.

   Minnesota    41-0609970

Town & Country Chrysler Jeep, Inc.

   Delaware    91-1197824

TOYOTA CERRITOS LIMITED PARTNERSHIP

   Georgia    88-0377743

Triangle Corporation

   Delaware    52-2025037

T-West Sales & Service, Inc.

   Nevada    88-0235466

VALENCIA B. IMPORTS HOLDING, LLC

   Delaware    20-5225959

Valencia B. Imports, Inc.

   Delaware    20-0152054

Valencia Dodge

   California    95-3935812

VALENCIA DODGE HOLDING, LLC

   Delaware    20-5226772

VALENCIA H. IMPORTS HOLDING, LLC

   Delaware    20-5226809

Valencia H. Imports, Inc.

   Delaware    20-0152004

VALLEY CHEVROLET, LLC

   Delaware    47-0922623

VANDERBEEK MOTORS HOLDING, LLC

   Delaware    20-5226839

Vanderbeek Motors, Inc.

   California    94-2494800

Vanderbeek Olds/GMC Truck, Inc.

   California    68-0072435

VANDERBEEK TRUCK HOLDING, LLC

   Delaware    20-5373982

VILLAGE MOTORS, LLC

   Delaware    65-0944660

Vince Wiese Chevrolet, Inc.

   Delaware    95-2703429

VINCE WIESE HOLDING, LLC

   Delaware    20-5226871

W.O. Bankston Nissan, Inc.

   Texas    75-1279211

WALLACE DODGE, LLC

   Delaware    65-0944659

WALLACE FORD, LLC

   Delaware    65-0944658

WALLACE LINCOLN-MERCURY, LLC

   Delaware    65-0944657

WALLACE NISSAN, LLC

   Delaware    65-0944655

Webb Automotive Group, Inc.

   California    33-0338459

West Colton Cars, Inc.

   California    77-0428114

West Side Motors, Inc.

   Tennessee    62-1030139

Westgate Chevrolet GP, LLC

   Delaware    06-1699676

Westgate Chevrolet, Ltd.

   Texas    20-0058608

Westmont A. Imports, Inc.

   Delaware    65-0725800

Westmont B. Imports, Inc.

   Delaware    65-1151452

Westmont M. Imports, Inc.

   Delaware    65-1151453

Woody Capital Investment Company II

   Colorado    84-1167986

Woody Capital Investment Company III

   Colorado    84-1167988

Working Man’s Credit Plan, Inc.

   Texas    75-2458731

YORK ENTERPRISES HOLDING, LLC

   Delaware    20-5226908

 

* All Additional Registrants have the following principal executive office:

c/o AutoNation, Inc.

200 SW 1st Ave

Fort Lauderdale, Florida 33301

(954) 769-6000

 


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EXPLANATORY NOTE

This Registration Statement on Form S-3 (Registration No. 333-157354) of AutoNation, Inc. and its subsidiary guarantor registrants (the “Registration Statement”) is being amended to (i) add certain subsidiaries of AutoNation, Inc. as co-registrants that are, or may potentially be, guarantors of some or all of the debt securities with respect to which offers and sales are registered under this Registration Statement; (ii) add the guarantees of such subsidiaries to the Registration Statement pursuant to Rule 413(b) of the Securities Act of 1933; and (iii) update the base prospectus that forms a part of the Registration Statement and certain other information in Part II of the Registration Statement.


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PROSPECTUS

AutoNation, Inc.

COMMON STOCK

PREFERRED STOCK

DEBT SECURITIES

GUARANTEES OF DEBT SECURITIES

WARRANTS

SUBSCRIPTION RIGHTS

DEPOSITARY SHARES

STOCK PURCHASE CONTRACTS

UNITS

 

 

We may from time to time offer to sell, together or separately, common stock, preferred stock, debt securities, guarantees of debt securities, warrants, subscription rights to purchase common stock or preferred stock, depositary shares or stock purchase contracts, as well as units that include any of these securities. The debt securities may consist of debentures, notes or other types of debt and may be guaranteed by certain of our subsidiaries. The preferred stock, debt securities, warrants and stock purchase contracts may be convertible or exercisable or exchangeable for common or preferred stock or other securities.

We will provide specific terms of these securities in one or more supplements to this prospectus at the time of offering. You should read this prospectus and any relevant prospectus supplement or free writing prospectus, as well as the documents incorporated or deemed to be incorporated by reference in this prospectus, carefully before you make your investment decision with respect to any offering.

Our common stock is listed on the New York Stock Exchange and trades under the ticker symbol “AN.” Each prospectus supplement will indicate if the securities offered thereby will be listed on any securities exchange.

This prospectus may not be used to sell securities unless accompanied by a prospectus supplement or a free writing prospectus.

We may offer securities through underwriting syndicates managed or co-managed by one or more underwriters, or directly to purchasers. The prospectus supplement or free writing prospectus for an offering of securities will describe in detail the plan of distribution for that offering.

 

 

Investing in our securities involves certain risks. You should carefully consider the risks described under “Risk Factors” in our most recent annual report on Form 10-K, which is incorporated by reference herein, as well the other information contained or incorporated by reference in this prospectus or in any applicable prospectus supplement or free writing prospectus before making a decision to invest in our securities. See “Risk Factors” on page 1 of this prospectus.

Neither the Securities and Exchange Commission nor any state securities commission has approved or disapproved of these securities or determined if this prospectus is truthful or complete. Any representation to the contrary is a criminal offense.

 

 

The date of this prospectus is February 23, 2010


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TABLE OF CONTENTS

 

     Page

FORWARD-LOOKING STATEMENTS

   ii

ABOUT THIS PROSPECTUS

   iv

THE COMPANY

   1

RISK FACTORS

   1

USE OF PROCEEDS

   1

RATIO OF EARNINGS TO FIXED CHARGES

   1

DESCRIPTION OF CAPITAL STOCK

   2

DESCRIPTION OF OTHER SECURITIES

   3

PLAN OF DISTRIBUTION

   4

WHERE YOU CAN FIND ADDITIONAL INFORMATION

   4

LEGAL MATTERS

   5

EXPERTS

   5

 

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FORWARD-LOOKING STATEMENTS

This prospectus and the documents incorporated by reference herein contain forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended (the “Exchange Act”). All statements, other than statements of historical facts, included or incorporated herein regarding our strategy, future operations, financial position, future revenues, projected costs, prospects, plans and objectives are forward-looking statements. In some cases, you can identify forward-looking statements by terminology such as “anticipate,” “believe,” “estimate,” “expect,” “intend,” “may,” “plan,” “seek,” “project,” “will,” “would,” and similar expressions or expressions of the negative of these terms. Such statements are only predictions and, accordingly, are subject to substantial risks, uncertainties and assumptions.

We intend for our forward-looking statements to be covered by the safe harbor provisions for forward-looking statements contained in the Private Securities Litigation Reform Act of 1995, and we set forth this statement in order to comply with such safe harbor provisions. Although we believe that the expectations, plans, intentions, and projections reflected in our forward-looking statements are reasonable, such statements are subject to known and unknown risks, uncertainties, and other factors that may cause our actual results, performance, or achievements to be materially different from any future results, performance, or achievements expressed or implied by the forward-looking statements. The risks, uncertainties, and other factors that our stockholders and prospective investors should consider include, but are not limited to, the following:

 

   

The automotive retailing industry is sensitive to changing economic conditions and various other factors. Our business and results of operations are substantially dependent on new vehicle sales levels in the United States and in our particular geographic markets and the level of gross profit margins that we can achieve on our sales of new vehicles, all of which are very difficult to predict.

 

   

Our results of operations and financial condition have been and could continue to be adversely affected by the unfavorable economic conditions in the United States.

 

   

Our revolving credit facility, term loan facility, mortgage facility, and the indenture relating to our senior unsecured notes contain certain financial ratios and other restrictions on our ability to conduct our business.

 

   

We are dependent upon the success and continued financial viability of the vehicle manufacturers and distributors with which we hold franchises.

 

   

Our substantial indebtedness could adversely affect our financial condition and operations and prevent us from fulfilling our debt service obligations.

 

   

Goodwill and other intangible assets comprise a significant portion of our total assets. We must test our intangible assets for impairment at least annually, which could result in a material, non-cash write-down of goodwill or franchise rights and could have a material adverse impact on our results of operations and stockholders’ equity.

 

   

Our new vehicle sales are impacted by the consumer incentive and marketing programs of vehicle manufacturers.

 

   

Natural disasters and adverse weather events can disrupt our business.

 

   

We are subject to restrictions imposed by and significant influence from vehicle manufacturers that may adversely impact our business, financial condition, results of operations, cash flows, and prospects, including our ability to acquire additional stores.

 

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Table of Contents
   

We are subject to numerous legal and administrative proceedings, which, if the outcomes are adverse to us, could materially adversely affect our business, results of operations, financial condition, cash flows, and prospects.

 

   

Our operations are subject to extensive governmental laws and regulations. If we are found to be in violation of or subject to liabilities under any of these laws or regulations, or if new laws or regulations are enacted that adversely affect our operations, our business, operating results, and prospects could suffer.

 

   

We are subject to interest rate risk in connection with our floorplan payable, revolving credit facility, term loan facility, and floating rate senior unsecured notes that could have a material adverse effect on our profitability.

 

   

Our largest stockholder, as a result of its voting ownership, may have the ability to exert substantial influence over actions to be taken or approved by our stockholders.

Please refer to our most recent Annual Report on Form 10-K and to our subsequent filings with the Securities and Exchange Commission (the “SEC”) for additional discussion of the foregoing risks. Forward-looking statements speak only as of the date on which they are made, and we undertake no obligation to publicly update or revise any forward-looking statements to reflect subsequent events or circumstances, except as required by law.

 

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ABOUT THIS PROSPECTUS

This prospectus is part of an “automatic shelf” registration statement that we filed with the SEC. Under this shelf registration process, we may sell any combination of the securities described in this prospectus in one or more offerings. This prospectus provides you with a general description of the securities we may offer. Each time we sell securities, we will provide a prospectus supplement or a free writing prospectus that will contain specific information about the terms of that offering. The prospectus supplement or free writing prospectus may also add, update or change information contained in this prospectus. You should carefully read both this prospectus and any applicable prospectus supplement or free writing prospectus together with additional information described under the heading “Where You Can Find Additional Information” before deciding to invest in any of the securities being offered.

You should rely only on the information contained in or incorporated by reference in this prospectus or any related prospectus supplement or free writing prospectus. We have not authorized anyone to provide you with different information. We are not making an offer of these securities in any jurisdiction where the offer is not permitted.

You should not assume that the information contained in this prospectus or any prospectus supplement or free writing prospectus is accurate on any date other than the date on the front cover of such documents or that any information we have incorporated by reference is correct on any date subsequent to the date of the document incorporated by reference, even though this prospectus or any prospectus supplement or free writing prospectus is delivered or securities are sold on a later date. Neither the delivery of this prospectus or any applicable prospectus supplement or free writing prospectus nor any distribution of securities pursuant to such documents shall, under any circumstances, create any implication that there has been no change in the information set forth in this prospectus or any applicable prospectus supplement or free writing prospectus or in our affairs since the date of this prospectus or any applicable prospectus supplement or free writing prospectus.

For convenience, the terms “AutoNation,” “the Company,” “we,” “us,” and “our” are used in this prospectus to refer to AutoNation, Inc. and its subsidiaries, unless otherwise required by the context. Our dealership operations are conducted by our subsidiaries.

 

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Table of Contents

THE COMPANY

This summary highlights certain information about AutoNation, Inc. Because it is a summary, it does not contain all the information you should consider before investing in our securities. You should read carefully this entire prospectus, any prospectus supplement or free writing prospectus and the documents that we incorporate herein and therein by reference, including the sections entitled “Risk Factors” and our financial statements and related notes. You may obtain a copy of the documents that we incorporate by reference without charge by following the instructions in the section below entitled “Where You Can Find Additional Information.”

AutoNation, Inc., through its subsidiaries, is the largest automotive retailer in the United States. As of December 31, 2009, we owned and operated 246 new vehicle franchises from 203 stores located in major metropolitan markets, predominantly in the Sunbelt region of the United States. Our stores, which we believe are some of the most recognizable and well-known in our key markets, sell 33 different brands of new vehicles. The core brands of vehicles that we sell, representing approximately 96% of the new vehicles that we sold in 2009, are manufactured by Toyota, Ford, Honda, Nissan, General Motors, Mercedes, BMW, and Chrysler.

We offer a diversified range of automotive products and services, including new vehicles, used vehicles, parts and automotive services, and automotive finance and insurance products. We also arrange financing for vehicle purchases through third-party finance sources. We believe that the significant scale of our operations and the quality of our managerial talent allow us to achieve efficiencies in our key markets by, among other things, leveraging our market brands and advertising, improving asset management, implementing standardized processes, and increasing productivity across all of our stores.

We were incorporated in Delaware in 1991. Our principal executive offices are located at 200 SW 1st Ave, Fort Lauderdale, FL 33301, and our telephone number at that address is (954) 769-6000. We maintain a web site at www.autonation.com. Information contained in or accessed through our web site does not constitute a part of this prospectus.

RISK FACTORS

Investing in our securities involves risks. You should carefully consider, among other things, (i) the risk factors identified under the heading “Risk Factors” in Part I, Item 1A of our most recent Annual Report on Form 10-K, as updated by our Quarterly Reports on Form 10-Q and any Current Reports on Form 8-K filed subsequent to such Annual Report on Form 10-K, (ii) the risk factors identified under the heading “Risk Factors” in any applicable prospectus supplement or free writing prospectus, and (iii) the other information set forth in this prospectus, in any applicable prospectus supplement or free writing prospectus, and in the documents incorporated by reference into this prospectus. For more information, see the section entitled “Where You Can Find Additional Information.” These risks could materially and adversely affect our business, results of operations and financial condition and could result in a partial or complete loss of your investment.

USE OF PROCEEDS

Unless otherwise indicated in a prospectus supplement or a free writing prospectus, the net proceeds from the sale of the securities will be used for general corporate purposes, including working capital, acquisitions, retirement of debt and other business opportunities.

RATIO OF EARNINGS TO FIXED CHARGES

The following table sets forth our ratio of earnings to fixed charges for the periods indicated:

 

     Year Ended December 31,
     2009    2008    2007    2006    2005

Ratio of earnings to fixed charges

   4.4    *    2.7    3.0    3.9

 

* In the year ended December 31, 2008, earnings were insufficient to cover fixed charges by $1.40 billion due to non-cash impairment charges of $1.74 billion.

The ratio of earnings to fixed charges is calculated by dividing earnings, as defined, by fixed charges, as defined. For this purpose, “earnings” consist of income from continuing operations before taxes, earnings from unconsolidated affiliates and fixed charges. “Fixed charges” consist of interest on indebtedness, including floorplan interest, amortization of debt issuance costs and the estimated portion of rental expense we deem to be representative of the interest factor of rental payments under operating leases.

 

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Table of Contents

We did not have any preferred stock outstanding for the periods presented, and therefore the ratios of earnings to combined fixed charges and preferred stock dividends would be the same as the ratios of earnings to fixed charges presented above.

DESCRIPTION OF CAPITAL STOCK

The following description of our capital stock is based on our Third Amended and Restated Certificate of Incorporation, as amended (our “Certificate of Incorporation”), our Amended and Restated By-Laws (our “By-Laws”) and applicable provisions of law. We have summarized certain portions of our Certificate of Incorporation and By-Laws below. The summary is not complete and is subject to, and is qualified in its entirety by, the applicable provisions of the Delaware General Corporation Law (“DGCL”), our Certificate of Incorporation and our By-Laws, which are incorporated by reference herein. You should read our Certificate of Incorporation and By-Laws for the provisions that are important to you.

Copies of our Certificate of Incorporation and By-Laws are available upon request. Please see “Where You Can Find Additional Information” below. As used in this “Description of Capital Stock,” the terms “our,” “ours” and “us” refer only to AutoNation, Inc., a Delaware corporation, and not, unless otherwise indicated, to any of its subsidiaries.

Capital Stock

Under our Certificate of Incorporation, our authorized capital stock consists of 1,500,000,000 shares of common stock, $0.01 par value, and 5,000,000 shares of preferred stock, $0.01 par value. As of February 12, 2010, there were 170,518,986 shares of common stock issued and outstanding and no shares of preferred stock issued and outstanding.

Common Stock

Our common stock is listed on the New York Stock Exchange under the ticker symbol “AN.” Each holder of shares of our common stock is entitled to one vote for each share held of record on the applicable record date on all matters submitted to a vote of stockholders. Subject to any preferential dividend rights granted to the holders of any shares of our preferred stock that may at the time be outstanding, holders of our common stock are entitled to receive dividends as may be declared from time to time by our Board of Directors (“Board”) out of funds legally available therefor. Upon any liquidation or dissolution of AutoNation, holders of our common stock are entitled to share pro rata in all remaining assets available for distribution to stockholders after payment or providing for our liabilities and the liquidation preference of any outstanding preferred stock. Holders of our common stock have no preemptive right to purchase, subscribe for or otherwise acquire any unissued or treasury shares or other securities.

Preferred Stock

Our Certificate of Incorporation authorizes our Board to create preferred stock in one or more classes or series and to fix for each such class or series the voting powers, designations, preferences and relative, participating, optional or other special rights and any qualifications, limitations or restrictions thereof. Our Board is authorized to, among other things, provide that any such class or series of preferred stock may be (i) entitled to voting powers, full or limited; (ii) subject to redemption at such time or times and at such price or prices as our Board may establish; (iii) entitled to receive dividends (which may be cumulative or non-cumulative) at such rates, on such conditions, and at such times, and payable in preference to, or in such relation to, the dividends payable on any other class or classes or any other series as our Board may establish; (iv) entitled to such rights upon the dissolution of us, or upon any distribution of our assets, as our Board may establish; or (v) convertible into, or exchangeable for, shares of any other class or classes of stock, or of any other series of the same or any other class or classes of stock, of ours at such price or prices or at such rates of exchange and with such adjustments as our Board may establish. Issuance of preferred stock could discourage bids for the common stock at a premium as well as create a depressive effect on the market price of the common stock. As of the date hereof, no shares of preferred stock are outstanding.

Certain Anti-Takeover Provisions of Our Certificate of Incorporation and By-Laws and the DGCL

Certain provisions in our Certificate of Incorporation and By-Laws and the DGCL may have the effect of delaying, deferring or discouraging another party from acquiring us. These provisions, which are summarized below, are expected to discourage coercive takeover practices and inadequate takeover bids. These provisions are also designed to encourage persons seeking to acquire control of us to first negotiate with our Board.

 

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Table of Contents

Advance Notice of Shareholder Proposals or Nominations

Our By-Laws provide that shareholders at an annual meeting may only consider proposals or nominations specified in the notice of meeting or brought before the meeting by or at the direction of the Board or by a shareholder who was a shareholder of record on the record date for the meeting, who is entitled to vote at the meeting and who has given to our Corporate Secretary timely written notice, in proper form, of the shareholder’s intention to bring that proposal or nomination before the meeting. In addition to certain other applicable requirements, for a shareholder proposal or nomination to be properly brought before an annual meeting by a shareholder, such shareholder generally must have given notice thereof in proper written form to our Corporate Secretary not less than 90 days nor more than 120 days prior to the anniversary date of the immediately preceding annual meeting of shareholders. Our By-Laws may have the effect of precluding the conduct of certain business at a meeting if the proper procedures are not followed or may discourage or defer a potential acquiror from conducting a solicitation of proxies to elect its own slate of directors or otherwise attempting to obtain control of us.

Special Meetings of Shareholders

Our By-Laws deny shareholders the right to call a special meeting of shareholders. Our By-Laws provide that only the Board may call special meetings of the shareholders. Stockholders are permitted under our By-Laws to act by written consent in lieu of a meeting.

Delaware General Corporation Law

We are a Delaware corporation and consequently are also subject to certain anti-takeover provisions of the DGCL. Subject to certain exceptions, Section 203 of the DGCL prevents a publicly held Delaware corporation from engaging in a “business combination” with any “interested stockholder” for three years following the date that the person became an interested stockholder, unless the interested stockholder attained such status with the approval of our Board or unless the business combination is approved in a prescribed manner. A “business combination” includes, among other things, a merger or consolidation involving us and the “interested stockholder” and the sale of more than 10% of our assets. In general, an “interested stockholder” is any entity or person beneficially owning 15% or more of our outstanding voting stock and any entity or person affiliated with or controlling or controlled by such entity or person. Section 203 makes it more difficult for an interested stockholder to effect various business combinations with a corporation for a three-year period. This statute could prohibit or delay mergers or other takeover or change in control attempts not approved in advance by our Board and as a result could discourage attempts to acquire us, which could depress the market price of our common stock.

DESCRIPTION OF OTHER SECURITIES

We will set forth in the applicable prospectus supplement or free writing prospectus a description of any debt securities, guarantees of debt securities, warrants, subscription rights to purchase common stock or preferred stock, depositary shares, stock purchase contracts or units that may be offered under this prospectus.

 

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PLAN OF DISTRIBUTION

The securities being offered hereby may be sold by us:

 

   

through underwriters or dealers;

 

   

through agents;

 

   

directly to purchasers, including our affiliates;

 

   

through a combination of any such methods of sale; or

 

   

through any other methods described in the applicable prospectus supplement or free writing prospectus.

We will identify the specific plan of distribution, including any underwriters, dealers, agents or direct purchasers and their compensation, in a prospectus supplement or a free writing prospectus.

WHERE YOU CAN FIND ADDITIONAL INFORMATION

We file annual, quarterly and current reports, proxy statements and other information with the SEC. You may read and copy this information at the SEC’s Public Reference Room located at 100 F Street, N.E., Room 1580, Washington, D.C. 20549. You may obtain information on the operation of the SEC’s Public Reference Room by calling the SEC at 1-800-SEC-0330. The SEC also maintains a web site that contains reports, proxy and information statements and other information regarding issuers that file electronically with the SEC. The address of the site is http://www.sec.gov.

The SEC allows us to “incorporate by reference” information into this document. This means that we can disclose important information to you by referring you to another document filed separately with the SEC. The information incorporated by reference is considered to be a part of this document, except for any information superseded by information that is included directly in this document or incorporated by reference subsequent to the date of this document.

This prospectus incorporates by reference the documents listed below and any future filings that we make with the SEC under Section 13(a), 13(c), 14 or 15(d) of the Exchange Act (other than information in the documents or filings that is deemed to have been furnished and not filed) after the date of this prospectus and prior to the termination of the offering.

 

   

Our Annual Report on Form 10-K for the fiscal year ended December 31, 2009, filed with the SEC on February 17, 2010;

 

   

Our Current Report on Form 8-K filed with the SEC on February 9, 2010;

 

   

The portions of our definitive proxy statement for our 2009 Annual Meeting of Stockholders that are deemed to have been filed and not furnished, filed with the SEC on March 23, 2009; and

 

   

The description of our common stock contained in our registration statement on Form 8-A filed with the SEC on June 17, 1997.

You may also request a copy of any documents incorporated by reference in this prospectus (including any exhibits that are specifically incorporated by reference in them), at no cost, by writing or telephoning us at the following address or telephone number:

AutoNation, Inc.

200 SW 1st Ave

Fort Lauderdale, FL 33301

Attention: Legal Department

Telephone: (954) 769-6000

 

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LEGAL MATTERS

C. Coleman G. Edmunds, Senior Vice President, Deputy General Counsel and Assistant Secretary of the Company and Skadden, Arps, Slate, Meagher & Flom LLP, Chicago, Illinois will pass upon the validity of any securities issued under this prospectus. Mr. Edmunds owns shares of our common stock, and holds stock options and restricted stock awards and may receive additional awards in the future. Any underwriters will be represented by their own legal counsel.

EXPERTS

The consolidated financial statements of AutoNation, Inc. as of December 31, 2009 and 2008, and for each of the years in the three-year period ended December 31, 2009, and management’s assessment of the effectiveness of internal control over financial reporting as of December 31, 2009 have been incorporated by reference herein and in the registration statement in reliance upon the reports of KPMG LLP, independent registered public accounting firm, incorporated by reference herein, and upon the authority of said firm as experts in accounting and auditing.

The audit report covering the December 31, 2009 consolidated financial statements refers to the adoption of FASB Interpretation No. 48, Accounting for Uncertainty in Income Taxes (included in FASB ASC Topic 740, Income Taxes), effective January 1, 2007.

 

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PART II

INFORMATION NOT REQUIRED IN PROSPECTUS

 

ITEM 15. INDEMNIFICATION OF DIRECTORS AND OFFICERS

The Company’s Third Amended and Restated Certificate of Incorporation (the “Certificate of Incorporation”) provides that the Board shall have all powers and authority which may be granted to a board of directors of a corporation under the Delaware General Corporation Law (the “DGCL”) to provide indemnification for directors, officers, employees, and/or agents of the Company to the fullest extent permitted by law, subject however, to the rules against limitation on liability of directors as set forth in Section 102 of the DGCL, as amended from time to time.

In accordance with the requirements of Section 102 of the DGCL, the Certificate of Incorporation further provides that no director of the Company shall be personally liable to the Company or its stockholders for monetary damages for breach of fiduciary duty as a director, except for liability (i) for any breach by a director of the duty of loyalty to the Company or its stockholders, (ii) for acts or omissions not in good faith or which involve intentional misconduct or a knowing violation of law, (iii) for unlawful payments of dividends, or for unlawful stock purchases or redemptions, or (iv) for any transaction from which the director derived an improper personal benefit.

The Amended and Restated By-Laws of the Company (the “By-Laws”) provide for a series of indemnification powers and procedures that follow the language of Section 145 of the DGCL. Article VII of the By-Laws provides that the Company shall indemnify any person who was or is a party or is threatened to be made a party to any threatened, pending or completed action, suit or proceeding, whether civil, criminal, administrative or investigative (other than an action by or in the right of the Company) by reason of the fact that such person is or was a director or officer of the Company, or is or was a director or officer of the Company serving at the request of the Company as a director, officer, employee or agent of another corporation, partnership, joint venture, trust, employee benefit plan or other enterprise, against expenses (including attorneys’ fees), judgments, fines and amounts paid in settlement actually and reasonably incurred by such person in connection with such action, suit or proceeding if such person acted in good faith and in a manner such person reasonably believed to be in or not opposed to the best interests of the Company, and with respect to any criminal action or proceeding, such person had no reasonable cause to believe his conduct was unlawful. The termination of an action, suit or proceeding by judgment, order, settlement, conviction, or upon a plea of nolo contendere or its equivalent, shall not, of itself, create a presumption that the person did not act in good faith and in a manner which such person reasonably believed to be in or not opposed to the best interests of the Company, and with respect to any criminal action or proceeding, had reasonable cause to believe that his conduct was unlawful.

The By-Laws provide that the Company’s obligation to indemnify directors and officers of the Company applies to actions brought by or in the right of the Company as well, but only to the extent of defense and settlement expenses and not to any satisfaction of a judgment or settlement of the claim itself, and with the further limitation that in such actions no indemnification shall be made (i) unless the indemnified person acted in good faith and in a manner such person reasonably believed to be in or not opposed to the best interests of the Company or (ii) in the event such person seeking indemnity was adjudged to be liable to the Company, unless the court, in its discretion, believes that in light of all the circumstances indemnification should nonetheless apply.

The By-Laws provide that the Company may, to the extent authorized from time to time by the Board, provide rights to indemnification and to the advancement of expenses to employees and agents of the Company similar to those rights conferred to directors and officers of the Company under Article VII.

The By-Laws provide that any decision as to indemnification, unless ordered by a court, shall be made: (a) by a majority vote of the directors who are not parties to such action, suit or proceeding (“disinterested directors”), even though less than a quorum; (b) by a committee of disinterested directors designated by a majority vote of all disinterested directors, even though less than a quorum; (c) if there are no such disinterested directors, or if such directors so direct, by independent legal counsel in a written opinion; or (d) by the stockholders. However, the By-Laws provide that a present or former director or officer of the Company who has been successful on the merits or otherwise in defense of any action, suit or proceeding for which indemnification would be appropriate as described above shall be indemnified without the necessity of authorization in the specific case.

The By-Laws provide that the Company shall pay expenses incurred by an officer or director in defending a civil, criminal, administrative or investigative action, suit or proceeding in advance of the final disposition of such action, suit or proceeding upon receipt of an undertaking by such person to repay such amount if it shall ultimately be determined that such person is not entitled

 

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to indemnification. Indemnification pursuant to these provisions is not exclusive of any other rights to which those seeking indemnification may be entitled under any bylaw, agreement, vote of stockholders or disinterested directors or otherwise and shall, unless otherwise provided when authorized or ratified, continue as to a person who has ceased to be a director or officer.

The Company may purchase and maintain insurance on behalf of any person who is or was a director or officer of the Company. Under an insurance policy maintained by the Company, the directors and officers of the Company are insured, within the limits and subject to the limitations of the policy, against certain expenses in connection with the defense of certain claims, actions, suits or proceedings, and certain liabilities which might be imposed as a result of such claims, actions, suits or proceedings, which may be brought against them by reason of being or having been such directors or officers.

The above summary is qualified in its entirety by reference to the complete text of the DGCL, Certificate of Incorporation and the By-Laws.

 

ITEM 16. EXHIBITS

 

Exhibit No.

  

Document

  1.1    Form(s) of Underwriting Agreement*
  4.1    Form of Indenture
  4.2    Third Amended and Restated Certificate of Incorporation of AutoNation, Inc. (incorporated by reference to Exhibit 3.1 to the Company’s Quarterly Report on Form 10-Q, filed with the SEC on August 13, 1999)
  4.3    Amended and Restated By-Laws of AutoNation, Inc. (incorporated by reference to Exhibit 3.1 to the Company’s Current Report on Form 8-K, filed with the SEC on February 8, 2008)
  4.4    Form of debt securities*
  4.5    Form of guarantee*
  4.6    Form of any certificate of designation, preferences and rights with respect to any preferred stock issued hereunder*
  4.7    Form of any preferred stock certificate*
  4.8    Form of warrant agreement*
  5.1    Opinion of C. Coleman G. Edmunds, Senior Vice President, Deputy General Counsel and Assistant Secretary of the Company**
  5.2    Opinion of Skadden, Arps, Slate, Meagher & Flom LLP regarding the guarantees covered by this Post-Effective Amendment No. 1 to Form S-3
12.1    Statement regarding computation of Consolidated Ratio of Earnings to Fixed Charges
23.1    Consent of KPMG LLP
23.2    Consent of C. Coleman G. Edmunds (included in exhibit 5.1)
23.3    Consent of Skadden, Arps, Slate, Meagher & Flom LLP (included in exhibit 5.2)
24.1    Powers of Attorney (included on the signature pages of the Registration Statement)
25.1    Statement of Eligibility of Trustee on Form T-1*

 

* To be filed by amendment or incorporated by reference in connection with the offering of any securities, as appropriate.
** Previously filed as an exhibit to the Registration Statement.

 

ITEM 17. UNDERTAKINGS

The undersigned registrant hereby undertakes:

(a) (1) To file, during any period in which offers or sales are being made, a post-effective amendment to this registration statement:

(i) to include any prospectus required by Section 10(a)(3) of the Securities Act of 1933;

 

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(ii) to reflect in the prospectus any facts or events arising after the effective date of the registration statement (or the most recent post-effective amendment thereof) which, individually or in the aggregate, represent a fundamental change in the information set forth in the registration statement. Notwithstanding the foregoing, any increase or decrease in volume of securities offered (if the total dollar value of securities offered would not exceed that which was registered) and any deviation from the low or high end of the estimated maximum offering range may be reflected in the form of prospectus filed with the Securities and Exchange Commission pursuant to Rule 424(b) if, in the aggregate, the changes in volume and price represent no more than a 20 percent change in the maximum aggregate offering price set forth in the “Calculation of Registration Fee” table in the effective registration statement; and

(iii) to include any material information with respect to the plan of distribution not previously disclosed in the registration statement or any material change to such information in the registration statement;

provided, however, that paragraphs (a)(1)(i), (a)(1)(ii) and (a)(1)(iii) above do not apply if the information required to be included in a post-effective amendment by those paragraphs is contained in reports filed with or furnished to the Commission by the registrant pursuant to Section 13 or Section 15(d) of the Securities Exchange Act of 1934 that are incorporated by reference in the registration statement, or is contained in a form of prospectus filed pursuant to Rule 424(b) that is part of the registration statement.

(2) That, for the purpose of determining any liability under the Securities Act of 1933, each such post-effective amendment shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof.

(3) To remove from registration by means of a post-effective amendment any of the securities being registered which remain unsold at the termination of the offering.

(4) That, for the purpose of determining liability under the Securities Act of 1933 to any purchaser:

(i) Each prospectus filed by a registrant pursuant to Rule 424(b)(3) shall be deemed to be part of the registration statement as of the date the filed prospectus was deemed part of and included in the registration statement; and

(ii) Each prospectus required to be filed pursuant to Rule 424(b)(2), (b)(5) or (b)(7) as part of a registration statement in reliance on Rule 430B relating to an offering made pursuant to Rule 415(a)(1)(i), (vii) or (x) for the purpose of providing the information required by Section 10(a) of the Securities Act of 1933 shall be deemed to be part of and included in the registration statement as of the earlier of the date such form of prospectus is first used after effectiveness or the date of the first contract of sale of securities in the offering described in the prospectus. As provided in Rule 430B, for liability purposes of the issuer and any person that is at that date an underwriter, such date shall be deemed to be a new effective date of the registration statement relating to the securities in the registration statement to which the prospectus relates, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof; provided, however, that no statement made in a registration statement or prospectus that is part of the registration statement or made in a document incorporated or deemed incorporated by reference into the registration statement or prospectus that is part of the registration statement will, as to a purchaser with a time of contract of sale prior to such effective date, supersede or modify any statement that was made in the registration statement or prospectus that was part of the registration statement or made in any such document immediately prior to such effective date.

(5) (a) That, for the purpose of determining liability of the registrant under the Securities Act of 1933 to any purchaser in the initial distribution of the securities, the registrant undertakes that in a primary offering of securities of the registrant pursuant to this registration statement, regardless of the underwriting method used to sell the securities to the purchaser, if the securities are offered or sold to such purchaser by means of any of the following communications, the registrant will be a seller to the purchaser and will be considered to offer or sell such securities to such purchaser:

(i) Any preliminary prospectus or prospectus of the registrant relating to the offering required to be filed pursuant to Rule 424;

(ii) Any free writing prospectus relating to the offering prepared by or on behalf of the registrant or used or referred to by the registrant;

(iii) The portion of any other free writing prospectus relating to the offering containing material information about a registrant or its securities provided by or on behalf of a registrant; and

(iv) Any other communication that is an offer in the offering made by a registrant to the purchaser.

(b) That, for purposes of determining any liability under the Securities Act of 1933, each filing of the registrant’s annual report pursuant to Section 13(a) or 15(d) of the Securities Exchange Act of 1934 (and, where applicable, each filing of an employee benefit plan’s annual report pursuant to Section 15(d) of the Securities Exchange Act of 1934) that is incorporated by reference in the registration statement shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof.

 

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(c) The undersigned Registrant hereby undertakes to supplement the prospectus, after the expiration of the subscription period, to set forth the results of the subscription offer, the transactions by the underwriters during the subscription period, the amount of unsubscribed securities to be purchased by the underwriters, and the terms of any subsequent reoffering thereof. If any public offering by the underwriters is to be made on terms differing from those set forth on the cover page of the prospectus, a post-effective amendment will be filed to set forth the terms of such offering.

(d) Insofar as indemnification for liabilities arising under the Securities Act of 1933 may be permitted to directors, officers and controlling persons of the registrant pursuant to the foregoing provisions, or otherwise, the registrant has been advised that in the opinion of the Securities and Exchange Commission such indemnification is against public policy as expressed in the Securities Act of 1933 and is, therefore, unenforceable. In the event that a claim for indemnification against such liabilities (other than the payment by the registrant of expenses incurred or paid by a director, officer or controlling person of the registrant in the successful defense of any action, suit or proceeding) is asserted by such director, officer or controlling person in connection with the securities being registered, that the registrant will, unless in the opinion of its counsel the matter has been settled by controlling precedent, submit to a court of appropriate jurisdiction the question whether such indemnification by it is against public policy as expressed in the Securities Act of 1933 and will be governed by the final adjudication of such issue.

(e) The undersigned registrant hereby undertakes to file an application for the purpose of determining the eligibility of the trustee to act under subsection (a) of Section 310 of the Trust Indenture Act (“Act”) in accordance with the rules and regulations prescribed by the Commission under Section 305(b)(2) of the Act.

 

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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 registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Fort Lauderdale, Florida, on February 23, 2010.

 

AUTONATION, INC.
By:   /s/    MICHAEL J. JACKSON        
 

Michael J. Jackson

Chairman of the Board and Chief Executive Officer

Pursuant to the requirements of the Securities Act of 1933, as amended, this Registration Statement has been signed below by the following persons in the capacities and on the dates indicated.

 

Signature

  

Title(s)

 

Date

/S/    MICHAEL J. JACKSON        

Michael J. Jackson

  

Chairman of the Board and Chief Executive Officer

(Principal Executive Officer)

  February 23, 2010

/S/    MICHAEL J. SHORT        

Michael J. Short

  

Executive Vice President and Chief Financial Officer

(Principal Financial Officer)

  February 23, 2010

/S/    MICHAEL J. STEPHAN        

Michael J. Stephan

  

Vice President — Corporate Controller

(Principal Accounting Officer)

  February 23, 2010

*

Rick L. Burdick

  

Director

  February 23, 2010

*

William C. Crowley

  

Director

  February 23, 2010

*

David B. Edelson

  

Director

  February 23, 2010

*

Kim C. Goodman

  

Director

  February 23, 2010

*

Robert R. Grusky

  

Director

  February 23, 2010

*

Michael E. Maroone

  

Director

  February 23, 2010

*

Carlos A. Migoya

  

Director

  February 23, 2010

 

*By:   /s/    MICHAEL J. JACKSON        
 

Michael J. Jackson

Attorney-in-Fact

 

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SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, the below registrants certify 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 registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Fort Lauderdale, Florida, on February 23, 2010.

 

7 ROD REAL ESTATE NORTH, LLC

7 ROD REAL ESTATE SOUTH, LLC

ABRAHAM CHEVROLET-TAMPA, INC.

AL MAROONE FORD, LLC

ALBERT BERRY MOTORS, INC.

ALL-STATE RENT A CAR, INC.

AN CHEVROLET OF PHOENIX, LLC

AN CJ VALENCIA, INC.

AN CORPORATE MANAGEMENT PAYROLL CORP.

AN DEALERSHIP HOLDING CORP.

AN IMPORTS OF LITHIA SPRINGS, LLC

AN WEST CENTRAL REGION MANAGEMENT, LLC

AN/FMK ACQUISITION CORP.

AN/GMF, INC.

AN/KPBG MOTORS, INC.

AN/STD ACQUISITION CORP.

ANDERSON CHEVROLET

ANDERSON CHEVROLET LOS GATOS, INC.

ANDERSON CUPERTINO, INC.

ATRIUM RESTAURANTS, INC.

AUTO AD AGENCY, INC.

AUTO HOLDING, LLC

AUTO WEST, INC.

AUTONATION CORPORATE MANAGEMENT, LLC

AUTONATION ENTERPRISES INCORPORATED

AUTONATION MOTORS HOLDING CORP.

AUTONATION MOTORS OF LITHIA SPRINGS, INC.

AUTONATION NORTHWEST MANAGEMENT, LLC

AUTONATION REALTY CORPORATION

BANKSTON AUTO, INC.

BATFISH, LLC

BBCSS, INC.

BEACH CITY CHEVROLET COMPANY, INC.

BEACH CITY HOLDING, LLC

BLEDSOE DODGE, LLC

BOB TOWNSEND FORD, INC.

BOSC AUTOMOTIVE REALTY, INC.

CERRITOS IMPORTS, INC.

CHAMPION CHEVROLET HOLDING, LLC

CHAMPION CHEVROLET, LLC

CHAMPION FORD, INC.

CHARLIE THOMAS CHRYSLER-PLYMOUTH, INC.

CHESROWN AUTO, LLC

CJ VALENCIA HOLDING, LLC

CONSUMER CAR CARE CORPORATION

CORPORATE PROPERTIES HOLDING, INC.

COURTESY AUTO GROUP, INC.

DEAL DODGE OF DES PLAINES, INC.

DESERT CHRYSLER-PLYMOUTH, INC.

DESERT DODGE, INC.

  

DON-A-VEE JEEP-EAGLE, INC.

DOWNERS GROVE DODGE, INC.

DRIVER’S MART WORLDWIDE, INC.

EASTGATE FORD, INC.

EL MONTE MOTORS HOLDING, LLC

EL MONTE MOTORS, INC.

ELMHURST AUTO MALL, INC.

FLORIDA AUTO CORP.

FORD OF KIRKLAND, INC.

FOX IMPORTS, LLC

FRED OAKLEY MOTORS, INC.

HAYWARD DODGE, INC.

HOLLYWOOD KIA, INC.

HORIZON CHEVROLET, INC.

HUB MOTOR COMPANY, LLC

JEMAUTCO, INC.

JERRY GLEASON CHEVROLET, INC.

JERRY GLEASON DODGE, INC.

JOE MACPHERSON IMPORTS NO. I

JOE MACPHERSON OLDSMOBILE

J-M-R MOTORS COMPANY NORTHWEST LLC

KENYON DODGE, INC.

LES MARKS CHEVROLET, INC.

LEW WEBB’S FORD, INC.

LEW WEBB’S IRVINE NISSAN HOLDING, LLC

LEW WEBB’S IRVINE NISSAN, INC.

MACHOWARD LEASING

MARKS FAMILY DEALERSHIPS, INC.

MAROONE DODGE, LLC

MAROONE MANAGEMENT SERVICES, INC.

MAROONE OLDSMOBILE, LLC

MC/RII, LLC

MECHANICAL WARRANTY PROTECTION, INC.

METRO CHRYSLER JEEP, INC.

MIDWAY CHEVROLET, INC.

MIKE SHAD CHRYSLER PLYMOUTH JEEP EAGLE, INC.

MISSION BLVD. MOTORS, INC.

MULLINAX INSURANCE AGENCY, INC.

MULLINAX LINCOLN-MERCURY, INC.

MULLINAX OF MAYFIELD, LLC

ONTARIO DODGE, INC.

ORANGE COUNTY AUTOMOTIVE IMPORTS, LLC

PAYTON-WRIGHT FORD SALES, INC.

PEYTON CRAMER JAGUAR

PEYTON CRAMER LINCOLN-MERCURY

PEYTON CRAMER LM HOLDING, LLC

PITRE BUICK-PONTIAC-GMC OF SCOTTSDALE, INC.

PITRE CHRYSLER-PLYMOUTH-JEEP OF SCOTTSDALE, INC.

PITRE CHRYSLER-PLYMOUTH-JEEP ON BELL, INC.

PMWQ, INC.

PMWQ, LTD.

  

BY: PMWQ, INC.

ITS: GENERAL PARTNER

REAL ESTATE HOLDINGS, INC.

REPUBLIC DM PROPERTY ACQUISITION CORP.

REPUBLIC RESOURCES COMPANY

REPUBLIC RISK MANAGEMENT SERVICES, INC.

RESOURCES AVIATION, INC.

RI MERGER CORP.

RI/ASC ACQUISITION CORP.

RI/BBNM ACQUISITION CORP

RI/BRC REAL ESTATE CORP.

RI/DM ACQUISITION CORP.

RI/LLC-2 ACQUISITION CORP.

RI/PII ACQUISITION CORP.

RI/RMP ACQUISITION CORP.

RI/WFI ACQUISITION CORPORATION

ROSECRANS INVESTMENTS, LLC

RRM CORPORATION

SAUL CHEVROLET HOLDING, LLC

SCM REALTY, INC.

SERVICE STATION HOLDING CORP.

SHAMROCK F. HOLDING, LLC

SHAMROCK FORD, INC.

SIX JAYS LLC

SMI MOTORS HOLDING, LLC

SMI MOTORS, INC.

SOUTHWEST DODGE, LLC

SPITFIRE PROPERTIES, INC.

STEAKLEY CHEVROLET GP, LLC

STEAKLEY CHEVROLET, LTD.

BY: STEAKLEY CHEVROLET GP, LLC

ITS: GENERAL PARTNER

STEEPLECHASE MOTOR COMPANY

STEVE RAYMAN PONTIAC-BUICK-GMC-TRUCK, LLC

SUNSET PONTIAC-GMC TRUCK SOUTH, INC.

SUTHERLIN CHRYSLER-PLYMOUTH JEEP-EAGLE, LLC

TARTAN ADVERTISING, INC.

TAYLOR JEEP EAGLE, LLC

TEAM DODGE, INC.

TEXAN LINCOLN-MERCURY, INC.

THE CONSULTING SOURCE, INC.

THE PIERCE CORPORATION II, INC.

TINLEY PARK A. IMPORTS, INC.

TINLEY PARK J. IMPORTS, INC.

TINLEY PARK V. IMPORTS, INC.

TRIANGLE CORPORATION

VANDERBEEK OLDS/GMC TRUCK, INC.

VANDERBEEK TRUCK HOLDING, LLC

WALLACE DODGE, LLC

WALLACE LINCOLN-MERCURY, LLC

WEST COLTON CARS, INC.

WORKING MAN’S CREDIT PLAN, INC.

     
     
     
     
     
     
     
     
     
     
     
     
     
     
     
     
     
     
     
     
     
     
     
     
     
     
     
     
     
     
     
     
     
     
     
     
     
     
     
     
     
     
     
     
     
     
     
     
     
     

 

By:   /s/    MICHAEL E. MAROONE        
 

Michael E. Maroone

President

 

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POWERS OF ATTORNEY

KNOWN ALL PERSONS BY THESE PRESENTS, that the individuals whose signature appears below hereby constitute and appoint Michael J. Jackson and Jonathan P. Ferrando, and each of them severally, as his or her true and lawful attorneys-in-fact and agents with full power of substitution and resubstitution for him or her and in his or her name, place, and stead in any and all capacities to sign any and all amendments (including post-effective amendments and amendments filed pursuant to 462(b) under the Securities Act of 1933) to this registration statement, and to file the same, with all exhibits thereto, and other documents in connection therewith, with the Securities and Exchange Commission, granting unto said attorneys-in-fact and agents, full power and authority to do and perform each and every act and thing requisite and necessary to be done in connection therewith, as fully to all intents and purposes as he or she might or could do in person, hereby ratifying and confirming all that said attorneys-in-facts and agents or any of them, or of his substitute or substitutes, may lawfully do or cause to be done by virtue hereof.

Pursuant to the requirements of the Securities Act of 1933, as amended, this Registration Statement has been signed below by the following persons in the capacities and on the dates indicated.

 

Signature

  

Title(s)

 

Date

/s/    MICHAEL E. MAROONE        

Michael E. Maroone

  

President and Director

(Principal Executive Officer and Director)

  February 23, 2010

/s/    CHERYL SCULLY        

Cheryl Scully

  

Treasurer

(Principal Financial Officer and Principal Accounting Officer)

  February 23, 2010

/s/    JONATHAN P. FERRANDO        

Jonathan P. Ferrando

  

Director

  February 23, 2010

 

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SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, the below registrants certify 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 registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Clearwater, Florida, on February 23, 2010.

 

ABRAHAM CHEVROLET-MIAMI, INC.

AN CADILLAC OF WPB, LLC

AN FLORIDA REGION MANAGEMENT, LLC

AN IMPORTS OF FT. LAUDERDALE, INC.

AN IMPORTS ON WESTON ROAD, INC.

AN LUXURY IMPORTS OF PALM BEACH, INC.

AN LUXURY IMPORTS OF PEMBROKE PINES, INC.

AN LUXURY IMPORTS OF SARASOTA, INC.

AN MOTORS OF DELRAY BEACH, INC.

AUTOHAUS HOLDINGS, INC.

AUTONATION DODGE OF PEMBROKE PINES, INC.

AUTONATION IMPORTS OF LONGWOOD, INC.

AUTONATION IMPORTS OF PALM BEACH, INC.

AUTONATION IMPORTS OF WINTER PARK, INC.

AUTONATION ORLANDO VENTURE HOLDINGS, INC.

AUTONATION USA OF PERRINE, INC.

AUTONATION V. IMPORTS OF DELRAY BEACH, LLC

BEACON MOTORS, INC.

BENGAL MOTOR COMPANY, LTD.

BY: BENGAL MOTORS, INC.

ITS: GENERAL PARTNER

BENGAL MOTORS, INC.

BODY SHOP HOLDING CORP.

  

BULL MOTORS, LLC

CARLISLE MOTORS, LLC

CHEVROLET WORLD, INC.

COASTAL CADILLAC, INC.

CONTEMPORARY CARS, INC.

D/L MOTOR COMPANY

DON MEALEY CHEVROLET, INC.

DON MEALEY IMPORTS, INC.

FIRST TEAM AUTOMOTIVE CORP.

FIRST TEAM FORD OF MANATEE, LTD.

BY: FIRST TEAM MANAGEMENT, INC.

ITS: GENERAL PARTNER

FIRST TEAM FORD, LTD.

BY: FIRST TEAM MANAGEMENT, INC.

ITS: GENERAL PARTNER

FIRST TEAM IMPORTS, LTD.

BY: FIRST TEAM MANAGEMENT, INC.

ITS: GENERAL PARTNER

FIRST TEAM JEEP EAGLE, CHRYSLER-PLYMOUTH, LTD.

BY: FIRST TEAM MANAGEMENT, INC.

ITS: GENERAL PARTNER

FIRST TEAM MANAGEMENT, INC.

FIRST TEAM PREMIER, LTD.

BY: FIRST TEAM MANAGEMENT, INC.

ITS: GENERAL PARTNER

FT. LAUDERDALE NISSAN, INC.

  

GULF MANAGEMENT, INC.

JIM QUINLAN CHEVROLET CO.

JIM QUINLAN FORD LINCOLN-MERCURY, INC.

KING’S CROWN FORD, INC.

L.P. EVANS MOTORS WPB, INC.

L.P. EVANS MOTORS, INC.

MAROONE FORD, LLC

MEALEY HOLDINGS, INC.

MIKE SHAD FORD, INC.

NISSAN OF BRANDON, INC.

QUINLAN MOTORS, INC.

RI/BB ACQUISITION CORP.

RI/HOLLYWOOD NISSAN ACQUISITION CORP.

RKR MOTORS, INC.

STAR MOTORS, LLC

STEVE MOORE CHEVROLET DELRAY, LLC

STEVE MOORE CHEVROLET, LLC

STEVE MOORE’S BUY-RIGHT AUTO CENTER, INC.

SUNRISE NISSAN OF JACKSONVILLE, INC.

SUNRISE NISSAN OF ORANGE PARK, INC.

SUNSET PONTIAC-GMC, INC.

SUTHERLIN IMPORTS, LLC

WALLACE FORD, LLC

WALLACE NISSAN, LLC

     
     
     
     
     
     
     
     
     
     
     
     
     
     
     
     
     
     
     
     
     
     
     

 

By:   /s/    JAMES R. BENDER        
 

James R. Bender

President

POWERS OF ATTORNEY

KNOWN ALL PERSONS BY THESE PRESENTS, that the individuals whose signature appears below hereby constitute and appoint Michael J. Jackson and Jonathan P. Ferrando, and each of them severally, as his or her true and lawful attorneys-in-fact and agents with full power of substitution and resubstitution for him or her and in his or her name, place, and stead in any and all capacities to sign any and all amendments (including post-effective amendments and amendments filed pursuant to 462(b) under the Securities Act of 1933) to this registration statement, and to file the same, with all exhibits thereto, and other documents in connection therewith, with the Securities and Exchange Commission, granting unto said attorneys-in-fact and agents, full power and authority to do and perform each and every act and thing requisite and necessary to be done in connection therewith, as fully to all intents and purposes as he or she might or could do in person, hereby ratifying and confirming all that said attorneys-in-facts and agents or any of them, or of his substitute or substitutes, may lawfully do or cause to be done by virtue hereof.

 

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Pursuant to the requirements of the Securities Act of 1933, as amended, this Registration Statement has been signed below by the following persons in the capacities and on the dates indicated.

 

Signature

  

Title(s)

 

Date

/s/    JAMES R. BENDER        

James R. Bender

  

President and Sole Director

(Principal Executive Officer and Director)

  February 23, 2010

/s/    RONALD J. EBERHARDT      

Ronald J. Eberhardt

  

Treasurer

(Principal Financial Officer and Principal Accounting Officer)

  February 23, 2010

 

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SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, the below registrants certify 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 registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Fort Lauderdale, Florida, on February 23, 2010.

 

HOLLYWOOD IMPORTS LIMITED, INC.

 

MAROONE CHEVROLET FT. LAUDERDALE, INC.

 

MAROONE CHEVROLET, LLC

By:   /s/    MICHAEL E. MAROONE        
 

Michael E. Maroone

President

POWERS OF ATTORNEY

KNOWN ALL PERSONS BY THESE PRESENTS, that the individuals whose signature appears below hereby constitute and appoint Michael J. Jackson and Jonathan P. Ferrando, and each of them severally, as his or her true and lawful attorneys-in-fact and agents with full power of substitution and resubstitution for him or her and in his or her name, place, and stead in any and all capacities to sign any and all amendments (including post-effective amendments and amendments filed pursuant to 462(b) under the Securities Act of 1933) to this registration statement, and to file the same, with all exhibits thereto, and other documents in connection therewith, with the Securities and Exchange Commission, granting unto said attorneys-in-fact and agents, full power and authority to do and perform each and every act and thing requisite and necessary to be done in connection therewith, as fully to all intents and purposes as he or she might or could do in person, hereby ratifying and confirming all that said attorneys-in-facts and agents or any of them, or of his substitute or substitutes, may lawfully do or cause to be done by virtue hereof.

Pursuant to the requirements of the Securities Act of 1933, as amended, this Registration Statement has been signed below by the following persons in the capacities and on the dates indicated.

 

Signature

  

Title(s)

 

Date

/s/    MICHAEL E. MAROONE        

Michael E. Maroone

  

President and Director

(Principal Executive Officer and Director)

  February 23, 2010

/s/    RONALD J. EBERHARDT        

Ronald J. Eberhardt

  

Treasurer

(Principal Financial Officer and Principal Accounting Officer)

  February 23, 2010

/s/    JAMES R. BENDER        

James R. Bender

  

Director

  February 23, 2010

 

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SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, the below registrant certify 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 registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Fort Lauderdale, Florida, on February 23, 2010.

 

EMPIRE SERVICES AGENCY, INC.
By:   /s/    MICHAEL E. MAROONE        
 

Michael E. Maroone

President

POWER OF ATTORNEY

KNOWN ALL PERSONS BY THESE PRESENTS, that the individual whose signature appears below hereby constitutes and appoints Michael J. Jackson and Jonathan P. Ferrando, and each of them severally, as his true and lawful attorneys-in-fact and agents with full power of substitution and resubstitution for him and in his name, place, and stead in any and all capacities to sign any and all amendments (including post-effective amendments and amendments filed pursuant to 462(b) under the Securities Act of 1933) to this registration statement, and to file the same, with all exhibits thereto, and other documents in connection therewith, with the Securities and Exchange Commission, granting unto said attorneys-in-fact and agents, full power and authority to do and perform each and every act and thing requisite and necessary to be done in connection therewith, as fully to all intents and purposes as he might or could do in person, hereby ratifying and confirming all that said attorneys-in-facts and agents or any of them, or of his substitute or substitutes, may lawfully do or cause to be done by virtue hereof.

Pursuant to the requirements of the Securities Act of 1933, as amended, this Registration Statement has been signed below by the following person in the capacity and on the date indicated.

 

Signature

  

Title(s)

 

Date

/s/    MICHAEL E. MAROONE        

   President, Treasurer, and Sole Director
(Principal Executive Officer, Principal Financial Officer, Principal Accounting Officer and Director)
  February 23, 2010
Michael E. Maroone     

 

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SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, the below registrants certify 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 registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Norcross, Georgia, on February 23, 2010.

 

AMERICAN WAY MOTORS, INC.    FOX CHEVROLET, LLC    MILLER-SUTHERLIN AUTOMOTIVE, LLC
AN CENTRAL REGION MANAGEMENT, LLC    FOX MOTORS, LLC    MULLINAX EAST, LLC
AN/CF ACQUISITION CORP.    GENE EVANS FORD, LLC    MULLINAX FORD NORTH CANTON, INC.
AN/MF ACQUISITION CORP.    GEORGE SUTHERLIN NISSAN, LLC    MULLINAX FORD SOUTH, INC.
AN/MNI ACQUISITION CORP.    GOVERNMENT BOULEVARD MOTORS, INC.    MULLINAX USED CARS, INC.
AUTONATION IMPORTS OF LITHIA SPRINGS,    JOHN M. LANCE FORD, LLC    NAPERVILLE IMPORTS, INC.
INC.    J-R ADVERTISING COMPANY    NORTHPOINT CHEVROLET, LLC
BILL AYARES CHEVROLET, LLC    J-R MOTORS COMPANY NORTH    NORTHPOINT FORD, INC.
C. GARRETT, INC.    BY: WOODY CAPITAL INVESTMENT CO. III    R. COOP LIMITED
CHESROWN CHEVROLET, LLC    ITS: GENERAL PARTNER    R.L. BUSCHER II, INC.
CHESROWN COLLISION CENTER, INC.    BY: R. COOP LIMITED    R.L. BUSCHER III, INC.
CHESROWN FORD, INC.    ITS: GENERAL PARTNER    RI/LLC ACQUISITION CORP.
CHUCK CLANCY FORD OF MARIETTA, LLC    BY: R.L. BUSCHER III, INC.    SUPERIOR NISSAN, INC.
COOK-WHITEHEAD FORD, INC.    ITS: GENERAL PARTNER    SUTHERLIN H. IMPORTS, LLC
COURTESY BROADWAY, LLC    J-R MOTORS COMPANY SOUTH    SUTHERLIN NISSAN, LLC
COVINGTON PIKE MOTORS, INC.    BY: WOODY CAPITAL INVESTMENT CO. II    SUTHERLIN TOWN CENTER, INC.
DOBBS BROTHERS BUICK-PONTIAC, INC.    ITS: GENERAL PARTNER    TOUSLEY FORD, INC.
DOBBS FORD OF MEMPHIS, INC.    BY: C. GARRETT, INC.    VALLEY CHEVROLET, LLC
DOBBS FORD, INC.    ITS: GENERAL PARTNER    VILLAGE MOTORS, LLC
DOBBS MOBILE BAY, INC.    BY: R.L. BUSCHER II, INC.    WEST SIDE MOTORS, INC.
ED MULLINAX FORD, LLC    ITS: GENERAL PARTNER    WESTMONT A. IMPORTS, INC.
EMICH CHRYSLER PLYMOUTH, LLC    LANCE CHILDREN, INC.    WESTMONT B. IMPORTS, INC.
EMICH DODGE, LLC    LEESBURG IMPORTS, LLC    WESTMONT M. IMPORTS, INC.
EMICH OLDSMOBILE, LLC    LEESBURG MOTORS, LLC    WOODY CAPITAL INVESTMENT COMPANY II
EMICH SUBARU WEST, LLC    LOT 4 REAL ESTATE HOLDINGS, LLC    WOODY CAPITAL INVESTMENT COMPANY III

 

By:   /s/    HENRY S. PHILLIPS        
 

Henry S. Phillips

President

POWERS OF ATTORNEY

KNOWN ALL PERSONS BY THESE PRESENTS, that the individuals whose signature appears below hereby constitute and appoint Michael J. Jackson and Jonathan P. Ferrando, and each of them severally, as his or her true and lawful attorneys-in-fact and agents with full power of substitution and resubstitution for him or her and in his or her name, place, and stead in any and all capacities to sign any and all amendments (including post-effective amendments and amendments filed pursuant to 462(b) under the Securities Act of 1933) to this registration statement, and to file the same, with all exhibits thereto, and other documents in connection therewith, with the Securities and Exchange Commission, granting unto said attorneys-in-fact and agents, full power and authority to do and perform each and every act and thing requisite and necessary to be done in connection therewith, as fully to all intents and purposes as he or she might or could do in person, hereby ratifying and confirming all that said attorneys-in-facts and agents or any of them, or of his substitute or substitutes, may lawfully do or cause to be done by virtue hereof.

 

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Pursuant to the requirements of the Securities Act of 1933, as amended, this Registration Statement has been signed below by the following persons in the capacities and on the dates indicated.

 

Signature

  

Title(s)

 

Date

/s/    HENRY S. PHILLIPS        

  

President and Sole Director
(Principal Executive Officer and Director)

  February 23, 2010
Henry S. Phillips     

/s/    MITCH MCGUIRE        

  

Treasurer
(Principal Financial Officer and Principal Accounting Officer)

  February 23, 2010
Mitch McGuire     

 

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SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, the below registrants certify 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 registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Dallas, Texas, on February 23, 2010.

 

AN COLLISION CENTER OF ADDISON, INC.

AN COLLISION CENTER OF NORTH HOUSTON,

INC.

AN CORPUS CHRISTI CHEVROLET, LP

BY: AN CORPUS CHRISTI GP, LLC

ITS: GENERAL PARTNER

AN CORPUS CHRISTI GP, LLC

AN CORPUS CHRISTI IMPORTS ADV. GP, LLC

AN CORPUS CHRISTI IMPORTS ADV., LP

BY: AN CORPUS CHRISTI IMPORTS ADV GP,

LLC

ITS: GENERAL PARTNER

AN CORPUS CHRISTI IMPORTS GP, LLC

AN CORPUS CHRISTI IMPORTS II GP, LLC

AN CORPUS CHRISTI IMPORTS II, LP

BY: AN CORPUS CHRISTI IMPORTS II GP, LLC

ITS: GENERAL PARTNER

AN CORPUS CHRISTI IMPORTS, LP

BY: AN CORPUS CHRISTI IMPORTS GP, LLC

ITS: GENERAL PARTNER

AN CORPUS CHRISTI MOTORS, INC.

AN CORPUS CHRISTI T. IMPORTS GP, LLC

AN CORPUS CHRISTI T. IMPORTS, LP

BY: AN CORPUS CHRISTI T. IMPORTS GP, LLC

ITS: GENERAL PARTNER

AN COUNTY LINE FORD, INC.

AN LUXURY IMPORTS GP, LLC

AN LUXURY IMPORTS, LTD.

BY: AN LUXURY IMPORTS GP, LLC

ITS: GENERAL PARTNER

AN MOTORS OF DALLAS, INC.

AN PONTIAC GMC HOUSTON NORTH GP, LLC

AN PONTIAC GMC HOUSTON NORTH, LP

BY: AN PONTIAC GMC HOUSTON NORTH GP,

LLC

ITS: GENERAL PARTNER

AN TEXAS REGION MANAGEMENT, LTD.

BY: AN NORTH TEXAS MANAGEMENT GP, LLC

ITS: GENERAL PARTNER

AUTONATION FORT WORTH MOTORS, LTD.

BY: AUTONATION GM GP, LLC

ITS: GENERAL PARTNER

AUTONATION GM GP, LLC

AUTONATION IMPORTS OF KATY GP, LLC

  

AUTONATION IMPORTS OF KATY, L.P.

BY: AUTONATION IMPORTS OF KATY,

GP LLC

ITS: GENERAL PARTNER

AUTONATION NORTH TEXAS

MANAGEMENT GP, LLC

BANKSTON CHRYSLER JEEP OF FRISCO, L.P.

BY: BANKSTON CJ GP, LLC

ITS: GENERAL PARTNER

BANKSTON CJ GP, LLC

BANKSTON FORD OF FRISCO, LTD. CO.

BANKSTON NISSAN IN IRVING, INC.

BANKSTON NISSAN LEWISVILLE GP, LLC

BANKSTON NISSAN LEWISVILLE, LTD.

BY: BANKSTON NISSAN LEWISVILLE GP,LTD.

ITS: GENERAL PARTNER

CHARLIE HILLARD, INC.

CHARLIE THOMAS CHEVROLET GP, LLC

CHARLIE THOMAS CHEVROLET, LTD.

BY: CHARLIE THOMAS CHEVROLET GP, LLC

ITS: GENERAL PARTNER

CHARLIE THOMAS’ COURTESY GP, LLC

CHARLIE THOMAS COURTESY LEASING,INC.

CHARLIE THOMAS F. GP, LLC

CHARLIE THOMAS FORD, LTD.

BY: CHARLIE THOMAS F. GP, LLC

ITS: GENERAL PARTNER

CHARLIE THOMAS’ COURTESY FORD, LTD.

BY: CHARLIE THOMAS’ COURTESY GP, LLC

ITS: GENERAL PARTNER

CT INTERCONTINENTAL GP, LLC

CT INTERCONTINENTAL, LTD.

BY: CT INTERCONTINENTAL GP, LLC

ITS: GENERAL PARTNER

CT MOTORS, INC.

FINANCIAL SERVICES GP, LLC

FINANCIAL SERVICES, LTD.

BY: FINANCIAL SERVICES GP, LLC

ITS: GENERAL PARTNER

HILLARD AUTO GROUP, INC.

HOUSTON AUTO M. IMPORTS GREENWAY,LTD.

BY: HOUSTON IMPORTS GREENWAY GP, LLC

ITS: GENERAL PARTNER

  

HOUSTON AUTO M. IMPORTS NORTH, LTD.

BY: HOUSTON IMPORTS NORTH GP, LLC

ITS: GENERAL PARTNER

HOUSTON IMPORTS GREENWAY GP, LLC

HOUSTON IMPORTS NORTH GP, LLC

LEWISVILLE IMPORTS GP, LLC

LEWISVILLE IMPORTS, LTD.

BY: LEWISVILLE IMPORTS GP, LLC

ITS: GENERAL PARTNER

MARKS TRANSPORT, INC.

MIKE HALL CHEVROLET, INC.

NICHOLS FORD, LTD.

BY: NICHOLS GP, LLC

ITS: GENERAL PARTNER

NICHOLS GP, LLC

PLAINS CHEVROLET GP, LLC

PLAINS CHEVROLET, LTD.

BY: PLAINS CHEVROLET GP, LLC

ITS: GENERAL PARTNER

PORT CITY IMPORTS, INC.

QUALITY NISSAN GP, LLC

QUALITY NISSAN, LTD.

BY: QUALITY NISSAN GP, LLC

ITS: GENERAL PARTNER

RI/RMC ACQUISITION GP, LLC

RI/RMC ACQUISITION, LTD.

BY: RI/RMC ACQUISITION GP, LLC

ITS: GENERAL PARTNER

RI/RMT ACQUISITION GP, LLC

RI/RMT ACQUISITION, LTD.

BY: RI/RMT ACQUISITION GP, LLC

ITS: GENERAL PARTNER

TEXAN FORD SALES, LTD.

BY: TEXAN SALES GP, LLC

ITS: GENERAL PARTNER

TEXAN FORD, INC.

TEXAN SALES GP, LLC

TEXAS MANAGEMENT COMPANIES LP, LLC

W.O. BANKSTON NISSAN, INC.

WESTGATE CHEVROLET GP, LLC

WESTGATE CHEVROLET, LTD.

BY: WESTGATE CHEVROLET GP, LLC

ITS: GENERAL PARTNER

     
     
     
     
     
     
     
     
     
     
     
     
     
     
     
     
     
     
     
     
     
     
     
     
     
     
     
     
     
     
     
     
     
     
     
     
     
     
     
     
     
     
     

 

By:   /s/    DANIEL G. AGNEW        
 

Daniel G. Agnew

President

POWERS OF ATTORNEY

KNOWN ALL PERSONS BY THESE PRESENTS, that the individuals whose signature appears below hereby constitute and appoint Michael J. Jackson and Jonathan P. Ferrando, and each of them severally, as his or her true and lawful attorneys-in-fact and agents with full power of substitution and resubstitution for him or her and in his or her name, place, and stead in any and all capacities to sign any and all amendments (including post-effective amendments and amendments filed pursuant to 462(b) under the Securities Act of 1933) to this registration statement, and to file the same, with all exhibits thereto, and other documents in connection therewith, with the Securities and Exchange Commission, granting unto said attorneys-in-fact and agents, full power and authority to do and perform each and every act and thing requisite and necessary to be done in connection therewith, as fully to all intents and purposes as he or she might or could do in person, hereby ratifying and confirming all that said attorneys-in-facts and agents or any of them, or of his substitute or substitutes, may lawfully do or cause to be done by virtue hereof.

 

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Pursuant to the requirements of the Securities Act of 1933, as amended, this Registration Statement has been signed below by the following persons in the capacities and on the dates indicated.

 

Signature

  

Title(s)

 

Date

/s/    DANIEL G. AGNEW        

   President and Sole Director
(Principal Executive Officer and Director)
  February 23, 2010
Daniel G. Agnew     

/s/    IAN SWARTZ        

   Treasurer
(Principal Financial Officer and Principal Accounting Officer)
  February 23, 2010
Ian Swartz     

 

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SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, the below registrant certify 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 registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Costa Mesa, California, on February 23, 2010.

 

COSTA MESA CARS, INC.
By:   /s/    BRIAN MCENROE        
 

Brian McEnroe

President

POWER OF ATTORNEY

KNOWN ALL PERSONS BY THESE PRESENTS, that the individual whose signature appears below hereby constitutes and appoints Michael J. Jackson and Jonathan P. Ferrando, and each of them severally, as his true and lawful attorneys-in-fact and agents with full power of substitution and resubstitution for him and in his name, place, and stead in any and all capacities to sign any and all amendments (including post-effective amendments and amendments filed pursuant to 462(b) under the Securities Act of 1933) to this registration statement, and to file the same, with all exhibits thereto, and other documents in connection therewith, with the Securities and Exchange Commission, granting unto said attorneys-in-fact and agents, full power and authority to do and perform each and every act and thing requisite and necessary to be done in connection therewith, as fully to all intents and purposes as he might or could do in person, hereby ratifying and confirming all that said attorneys-in-facts and agents or any of them, or of his substitute or substitutes, may lawfully do or cause to be done by virtue hereof.

Pursuant to the requirements of the Securities Act of 1933, as amended, this Registration Statement has been signed below by the following person in the capacity and on the date indicated.

 

Signature

  

Title(s)

 

Date

/s/    BRIAN MCENROE        

   President, Treasurer, and Sole Director
(Principal Executive Officer, Principal Financial Officer, Principal Accounting Officer and Director)
  February 23, 2010
Brian McEnroe     

 

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SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, the below registrant certify 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 registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Encinitas, California, on February 23, 2010.

 

AN LUXURY IMPORTS OF SAN DIEGO, INC.
By:   /s/    BRIAN WOOD        
 

Brian Wood

President

POWER OF ATTORNEY

KNOWN ALL PERSONS BY THESE PRESENTS, that the individual whose signature appears below hereby constitutes and appoints Michael J. Jackson and Jonathan P. Ferrando, and each of them severally, as his true and lawful attorneys-in-fact and agents with full power of substitution and resubstitution for him and in his name, place, and stead in any and all capacities to sign any and all amendments (including post-effective amendments and amendments filed pursuant to 462(b) under the Securities Act of 1933) to this registration statement, and to file the same, with all exhibits thereto, and other documents in connection therewith, with the Securities and Exchange Commission, granting unto said attorneys-in-fact and agents, full power and authority to do and perform each and every act and thing requisite and necessary to be done in connection therewith, as fully to all intents and purposes as he might or could do in person, hereby ratifying and confirming all that said attorneys-in-facts and agents or any of them, or of his substitute or substitutes, may lawfully do or cause to be done by virtue hereof.

Pursuant to the requirements of the Securities Act of 1933, as amended, this Registration Statement has been signed below by the following person in the capacity and on the date indicated.

 

Signature

  

Title(s)

 

Date

/s/    BRIAN WOOD        

Brian Wood

   President, Treasurer, and Sole Director
(Principal Executive Officer, Principal Financial Officer, Principal Accounting Officer and Director)
  February 23, 2010

 

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SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, the below registrant certify 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 registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Valencia, California, on February 23, 2010.

 

VALENCIA H. IMPORTS, INC.
By:   /s/    CARLOS DOMINGUEZ        
 

Carlos Dominguez

President

POWER OF ATTORNEY

KNOWN ALL PERSONS BY THESE PRESENTS, that the individual whose signature appears below hereby constitutes and appoints Michael J. Jackson and Jonathan P. Ferrando, and each of them severally, as his true and lawful attorneys-in-fact and agents with full power of substitution and resubstitution for him and in his name, place, and stead in any and all capacities to sign any and all amendments (including post-effective amendments and amendments filed pursuant to 462(b) under the Securities Act of 1933) to this registration statement, and to file the same, with all exhibits thereto, and other documents in connection therewith, with the Securities and Exchange Commission, granting unto said attorneys-in-fact and agents, full power and authority to do and perform each and every act and thing requisite and necessary to be done in connection therewith, as fully to all intents and purposes as he might or could do in person, hereby ratifying and confirming all that said attorneys-in-facts and agents or any of them, or of his substitute or substitutes, may lawfully do or cause to be done by virtue hereof.

Pursuant to the requirements of the Securities Act of 1933, as amended, this Registration Statement has been signed below by the following person in the capacity and on the date indicated.

 

Signature

  

Title(s)

 

Date

/s/    CARLOS DOMINGUEZ        

Carlos Dominguez

   President, Treasurer, and Sole Director
(Principal Executive Officer, Principal Financial Officer, Principal Accounting Officer and Director)
  February 23, 2010

 

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SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, the below registrant certify 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 registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Torrance, California, on February 23, 2010.

 

CARWELL, LLC
By:   /s/    CHARLIE ALFANO        
 

Charlie Alfano

President

POWER OF ATTORNEY

KNOWN ALL PERSONS BY THESE PRESENTS, that the individual whose signature appears below hereby constitutes and appoints Michael J. Jackson and Jonathan P. Ferrando, and each of them severally, as his true and lawful attorneys-in-fact and agents with full power of substitution and resubstitution for him and in his name, place, and stead in any and all capacities to sign any and all amendments (including post-effective amendments and amendments filed pursuant to 462(b) under the Securities Act of 1933) to this registration statement, and to file the same, with all exhibits thereto, and other documents in connection therewith, with the Securities and Exchange Commission, granting unto said attorneys-in-fact and agents, full power and authority to do and perform each and every act and thing requisite and necessary to be done in connection therewith, as fully to all intents and purposes as he might or could do in person, hereby ratifying and confirming all that said attorneys-in-facts and agents or any of them, or of his substitute or substitutes, may lawfully do or cause to be done by virtue hereof.

Pursuant to the requirements of the Securities Act of 1933, as amended, this Registration Statement has been signed below by the following person in the capacity and on the date indicated.

 

Signature

  

Title(s)

 

Date

/s/    CHARLIE ALFANO        

Charlie Alfano

   President, Treasurer, and Sole Director
(Principal Executive Officer, Principal Financial Officer, Principal Accounting Officer and Director)
  February 23, 2010

 

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SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, the below registrant certify 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 registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Valencia, California, on February 23, 2010.

 

VINCE WIESE CHEVROLET, INC.
By:   /s/    CHUCK COIA        
 

Chuck Coia

President

POWER OF ATTORNEY

KNOWN ALL PERSONS BY THESE PRESENTS, that the individual whose signature appears below hereby constitutes and appoints Michael J. Jackson and Jonathan P. Ferrando, and each of them severally, as his true and lawful attorneys-in-fact and agents with full power of substitution and resubstitution for him and in his name, place, and stead in any and all capacities to sign any and all amendments (including post-effective amendments and amendments filed pursuant to 462(b) under the Securities Act of 1933) to this registration statement, and to file the same, with all exhibits thereto, and other documents in connection therewith, with the Securities and Exchange Commission, granting unto said attorneys-in-fact and agents, full power and authority to do and perform each and every act and thing requisite and necessary to be done in connection therewith, as fully to all intents and purposes as he might or could do in person, hereby ratifying and confirming all that said attorneys-in-facts and agents or any of them, or of his substitute or substitutes, may lawfully do or cause to be done by virtue hereof.

Pursuant to the requirements of the Securities Act of 1933, as amended, this Registration Statement has been signed below by the following person in the capacity and on the date indicated.

 

Signature

  

Title(s)

 

Date

/s/    CHUCK COIA        

Chuck Coia

   President, Treasurer, and Sole Director
(Principal Executive Officer, Principal Financial Officer, Principal Accounting Officer and Director)
  February 23, 2010

 

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SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, the below registrants certify 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 registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Torrance, California, on February 23, 2010.

 

G.B. IMPORT SALES & SERVICE, LLC
PEYTON CRAMER FORD
By:   /s/    DAN TURNER        
 

Dan Turner

President

POWER OF ATTORNEY

KNOWN ALL PERSONS BY THESE PRESENTS, that the individual whose signature appears below hereby constitutes and appoints Michael J. Jackson and Jonathan P. Ferrando, and each of them severally, as his true and lawful attorneys-in-fact and agents with full power of substitution and resubstitution for him and in his name, place, and stead in any and all capacities to sign any and all amendments (including post-effective amendments and amendments filed pursuant to 462(b) under the Securities Act of 1933) to this registration statement, and to file the same, with all exhibits thereto, and other documents in connection therewith, with the Securities and Exchange Commission, granting unto said attorneys-in-fact and agents, full power and authority to do and perform each and every act and thing requisite and necessary to be done in connection therewith, as fully to all intents and purposes as he might or could do in person, hereby ratifying and confirming all that said attorneys-in-facts and agents or any of them, or of his substitute or substitutes, may lawfully do or cause to be done by virtue hereof.

Pursuant to the requirements of the Securities Act of 1933, as amended, this Registration Statement has been signed below by the following person in the capacity and on the date indicated.

 

Signature

  

Title(s)

 

Date

/s/    DAN TURNER        

Dan Turner

   President, Treasurer, and Sole Director
(Principal Executive Officer, Principal Financial Officer, Principal Accounting Officer and Director)
  February 23, 2010

 

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SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, the below registrant certify 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 registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Valencia, California, on February 23, 2010.

 

MAGIC ACQUISITION CORP.
By:   /s/    DENNIS HAWKING        
 

Dennis Hawking

President

POWER OF ATTORNEY

KNOWN ALL PERSONS BY THESE PRESENTS, that the individual whose signature appears below hereby constitutes and appoints Michael J. Jackson and Jonathan P. Ferrando, and each of them severally, as his true and lawful attorneys-in-fact and agents with full power of substitution and resubstitution for him and in his name, place, and stead in any and all capacities to sign any and all amendments (including post-effective amendments and amendments filed pursuant to 462(b) under the Securities Act of 1933) to this registration statement, and to file the same, with all exhibits thereto, and other documents in connection therewith, with the Securities and Exchange Commission, granting unto said attorneys-in-fact and agents, full power and authority to do and perform each and every act and thing requisite and necessary to be done in connection therewith, as fully to all intents and purposes as he might or could do in person, hereby ratifying and confirming all that said attorneys-in-facts and agents or any of them, or of his substitute or substitutes, may lawfully do or cause to be done by virtue hereof.

Pursuant to the requirements of the Securities Act of 1933, as amended, this Registration Statement has been signed below by the following person in the capacity and on the date indicated.

 

Signature

  

Title(s)

 

Date

/s/    DENNIS HAWKING        

Dennis Hawking

   President, Treasurer, and Sole Director
(Principal Executive Officer, Principal Financial Officer, Principal Accounting Officer and Director)
  February 23, 2010

 

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SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, the below registrant certify 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 registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Tustin, California, on February 23, 2010.

 

JOE MACPHERSON FORD
By:   /s/    GEORGE SHIRE        
 

George Shire

President

POWER OF ATTORNEY

KNOWN ALL PERSONS BY THESE PRESENTS, that the individual whose signature appears below hereby constitutes and appoints Michael J. Jackson and Jonathan P. Ferrando, and each of them severally, as his true and lawful attorneys-in-fact and agents with full power of substitution and resubstitution for him and in his name, place, and stead in any and all capacities to sign any and all amendments (including post-effective amendments and amendments filed pursuant to 462(b) under the Securities Act of 1933) to this registration statement, and to file the same, with all exhibits thereto, and other documents in connection therewith, with the Securities and Exchange Commission, granting unto said attorneys-in-fact and agents, full power and authority to do and perform each and every act and thing requisite and necessary to be done in connection therewith, as fully to all intents and purposes as he might or could do in person, hereby ratifying and confirming all that said attorneys-in-facts and agents or any of them, or of his substitute or substitutes, may lawfully do or cause to be done by virtue hereof.

Pursuant to the requirements of the Securities Act of 1933, as amended, this Registration Statement has been signed below by the following person in the capacity and on the date indicated.

 

Signature

  

Title(s)

 

Date

/s/    GEORGE SHIRE        

George Shire

   President, Treasurer, and Sole Director
(Principal Executive Officer, Principal Financial Officer, Principal Accounting Officer and Director)
  February 23, 2010

 

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SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, the below registrant certify 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 registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Roseville, California, on February 23, 2010.

 

AUTO CAR, INC.
By:   /s/    GERALD GONZALVES        
 

Gerald Gonzalves

President

POWER OF ATTORNEY

KNOWN ALL PERSONS BY THESE PRESENTS, that the individual whose signature appears below hereby constitutes and appoints Michael J. Jackson and Jonathan P. Ferrando, and each of them severally, as his true and lawful attorneys-in-fact and agents with full power of substitution and resubstitution for him and in his name, place, and stead in any and all capacities to sign any and all amendments (including post-effective amendments and amendments filed pursuant to 462(b) under the Securities Act of 1933) to this registration statement, and to file the same, with all exhibits thereto, and other documents in connection therewith, with the Securities and Exchange Commission, granting unto said attorneys-in-fact and agents, full power and authority to do and perform each and every act and thing requisite and necessary to be done in connection therewith, as fully to all intents and purposes as he might or could do in person, hereby ratifying and confirming all that said attorneys-in-facts and agents or any of them, or of his substitute or substitutes, may lawfully do or cause to be done by virtue hereof.

Pursuant to the requirements of the Securities Act of 1933, as amended, this Registration Statement has been signed below by the following person in the capacity and on the date indicated.

 

Signature

  

Title(s)

 

Date

/s/    GERALD GONZALVES        

Gerald Gonzalves

   President, Treasurer, and Sole Director
(Principal Executive Officer, Principal Financial Officer, Principal Accounting Officer and Director)
  February 23, 2010

 

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SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, the below registrant certify 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 registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Mountain View, California, on February 23, 2010.

 

ALLISON BAVARIAN
By:   /s/    HUCK HIBBERD        
 

Huck Hibberd

President

POWER OF ATTORNEY

KNOWN ALL PERSONS BY THESE PRESENTS, that the individual whose signature appears below hereby constitutes and appoints Michael J. Jackson and Jonathan P. Ferrando, and each of them severally, as his true and lawful attorneys-in-fact and agents with full power of substitution and resubstitution for him and in his name, place, and stead in any and all capacities to sign any and all amendments (including post-effective amendments and amendments filed pursuant to 462(b) under the Securities Act of 1933) to this registration statement, and to file the same, with all exhibits thereto, and other documents in connection therewith, with the Securities and Exchange Commission, granting unto said attorneys-in-fact and agents, full power and authority to do and perform each and every act and thing requisite and necessary to be done in connection therewith, as fully to all intents and purposes as he might or could do in person, hereby ratifying and confirming all that said attorneys-in-facts and agents or any of them, or of his substitute or substitutes, may lawfully do or cause to be done by virtue hereof.

Pursuant to the requirements of the Securities Act of 1933, as amended, this Registration Statement has been signed below by the following person in the capacity and on the date indicated.

 

Signature

  

Title(s)

 

Date

/s/    HUCK HIBBERD        

Huck Hibberd

   President, Treasurer, and Sole Director
(Principal Executive Officer, Principal Financial Officer, Principal Accounting Officer and Director)
  February 23, 2010

 

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SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, the below registrant certify 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 registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Roseville, California, on February 23, 2010.

 

ROSEVILLE MOTOR CORPORATION
By:   /s/    JAMES RENTSCHLER        
 

James Rentschler

President

POWER OF ATTORNEY

KNOWN ALL PERSONS BY THESE PRESENTS, that the individual whose signature appears below hereby constitutes and appoints Michael J. Jackson and Jonathan P. Ferrando, and each of them severally, as his true and lawful attorneys-in-fact and agents with full power of substitution and resubstitution for him and in his name, place, and stead in any and all capacities to sign any and all amendments (including post-effective amendments and amendments filed pursuant to 462(b) under the Securities Act of 1933) to this registration statement, and to file the same, with all exhibits thereto, and other documents in connection therewith, with the Securities and Exchange Commission, granting unto said attorneys-in-fact and agents, full power and authority to do and perform each and every act and thing requisite and necessary to be done in connection therewith, as fully to all intents and purposes as he might or could do in person, hereby ratifying and confirming all that said attorneys-in-facts and agents or any of them, or of his substitute or substitutes, may lawfully do or cause to be done by virtue hereof.

Pursuant to the requirements of the Securities Act of 1933, as amended, this Registration Statement has been signed below by the following person in the capacity and on the date indicated.

 

Signature

  

Title(s)

 

Date

/s/    JAMES RENTSCHLER        

James Rentschler

   President, Treasurer, and Sole Director
(Principal Executive Officer, Principal Financial Officer, Principal Accounting Officer and Director)
  February 23, 2010

 

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SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, the below registrant certify 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 registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Santa Clara, California, on February 23, 2010.

 

STEVENS CREEK MOTORS, INC.
By:   /s/    JOE SPURRIER        
 

Joe Spurrier

President

POWER OF ATTORNEY

KNOWN ALL PERSONS BY THESE PRESENTS, that the individual whose signature appears below hereby constitutes and appoints Michael J. Jackson and Jonathan P. Ferrando, and each of them severally, as his true and lawful attorneys-in-fact and agents with full power of substitution and resubstitution for him and in his name, place, and stead in any and all capacities to sign any and all amendments (including post-effective amendments and amendments filed pursuant to 462(b) under the Securities Act of 1933) to this registration statement, and to file the same, with all exhibits thereto, and other documents in connection therewith, with the Securities and Exchange Commission, granting unto said attorneys-in-fact and agents, full power and authority to do and perform each and every act and thing requisite and necessary to be done in connection therewith, as fully to all intents and purposes as he might or could do in person, hereby ratifying and confirming all that said attorneys-in-facts and agents or any of them, or of his substitute or substitutes, may lawfully do or cause to be done by virtue hereof.

Pursuant to the requirements of the Securities Act of 1933, as amended, this Registration Statement has been signed below by the following person in the capacity and on the date indicated.

 

Signature

  

Title(s)

 

Date

/s/    JOE SPURRIER        

Joe Spurrier

   President, Treasurer, and Sole Director
(Principal Executive Officer, Principal Financial Officer, Principal Accounting Officer and Director)
  February 23, 2010

 

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SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, the below registrant certify 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 registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Valencia, California, on February 23, 2010.

 

VALENCIA DODGE
By:   /s/    JOSEPH CARACCIOLO        
 

Joseph Caracciolo

President

POWER OF ATTORNEY

KNOWN ALL PERSONS BY THESE PRESENTS, that the individual whose signature appears below hereby constitutes and appoints Michael J. Jackson and Jonathan P. Ferrando, and each of them severally, as his true and lawful attorneys-in-fact and agents with full power of substitution and resubstitution for him and in his name, place, and stead in any and all capacities to sign any and all amendments (including post-effective amendments and amendments filed pursuant to 462(b) under the Securities Act of 1933) to this registration statement, and to file the same, with all exhibits thereto, and other documents in connection therewith, with the Securities and Exchange Commission, granting unto said attorneys-in-fact and agents, full power and authority to do and perform each and every act and thing requisite and necessary to be done in connection therewith, as fully to all intents and purposes as he might or could do in person, hereby ratifying and confirming all that said attorneys-in-facts and agents or any of them, or of his substitute or substitutes, may lawfully do or cause to be done by virtue hereof.

Pursuant to the requirements of the Securities Act of 1933, as amended, this Registration Statement has been signed below by the following person in the capacity and on the date indicated.

 

Signature

  

Title(s)

 

Date

/s/    JOSEPH CARACCIOLO        

Joseph Caracciolo

   President, Treasurer, and Sole Director
(Principal Executive Officer, Principal Financial Officer, Principal Accounting Officer and Director)
  February 23, 2010

 

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SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, the below registrant certify 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 registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Encino, California, on February 23, 2010.

 

TERRY YORK MOTOR CARS, LTD.
By:   /s/    LINDA TERASHITA        
 

Linda Terashita

President

POWER OF ATTORNEY

KNOWN ALL PERSONS BY THESE PRESENTS, that the individual whose signature appears below hereby constitutes and appoints Michael J. Jackson and Jonathan P. Ferrando, and each of them severally, as her true and lawful attorneys-in-fact and agents with full power of substitution and resubstitution for her and in her name, place, and stead in any and all capacities to sign any and all amendments (including post-effective amendments and amendments filed pursuant to 462(b) under the Securities Act of 1933) to this registration statement, and to file the same, with all exhibits thereto, and other documents in connection therewith, with the Securities and Exchange Commission, granting unto said attorneys-in-fact and agents, full power and authority to do and perform each and every act and thing requisite and necessary to be done in connection therewith, as fully to all intents and purposes as she might or could do in person, hereby ratifying and confirming all that said attorneys-in-facts and agents or any of them, or of his substitute or substitutes, may lawfully do or cause to be done by virtue hereof.

Pursuant to the requirements of the Securities Act of 1933, as amended, this Registration Statement has been signed below by the following person in the capacity and on the date indicated.

 

Signature

  

Title(s)

 

Date

/s/    LINDA TERASHITA        

Linda Terashita

   President, Treasurer, and Sole Director
(Principal Executive Officer, Principal Financial Officer, Principal Accounting Officer and Director)
  February 23, 2010

 

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SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, the below registrant certify 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 registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Fremont, California, on February 23, 2010.

 

AN FREMONT LUXURY IMPORTS, INC.
By:   /s/    MARK AKBAR        
 

Mark Akbar

President

POWER OF ATTORNEY

KNOWN ALL PERSONS BY THESE PRESENTS, that the individual whose signature appears below hereby constitutes and appoints Michael J. Jackson and Jonathan P. Ferrando, and each of them severally, as his true and lawful attorneys-in-fact and agents with full power of substitution and resubstitution for him and in his name, place, and stead in any and all capacities to sign any and all amendments (including post-effective amendments and amendments filed pursuant to 462(b) under the Securities Act of 1933) to this registration statement, and to file the same, with all exhibits thereto, and other documents in connection therewith, with the Securities and Exchange Commission, granting unto said attorneys-in-fact and agents, full power and authority to do and perform each and every act and thing requisite and necessary to be done in connection therewith, as fully to all intents and purposes as he might or could do in person, hereby ratifying and confirming all that said attorneys-in-facts and agents or any of them, or of his substitute or substitutes, may lawfully do or cause to be done by virtue hereof.

Pursuant to the requirements of the Securities Act of 1933, as amended, this Registration Statement has been signed below by the following person in the capacity and on the date indicated.

 

Signature

  

Title(s)

 

Date

/s/    MARK AKBAR        

Mark Akbar

   President, Treasurer, and Sole Director
(Principal Executive Officer, Principal Financial Officer, Principal Accounting Officer and Director)
  February 23, 2010

 

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SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, the below registrant certify 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 registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Irvine, California, on February 23, 2010.

 

CERRITOS BODY WORKS, INC.
By:   /s/    RONNIE VARTANIAN        
  Ronnie Vartanian
  President

POWER OF ATTORNEY

KNOWN ALL PERSONS BY THESE PRESENTS, that the individual whose signature appears below hereby constitutes and appoints Michael J. Jackson and Jonathan P. Ferrando, and each of them severally, as his true and lawful attorneys-in-fact and agents with full power of substitution and resubstitution for him and in his name, place, and stead in any and all capacities to sign any and all amendments (including post-effective amendments and amendments filed pursuant to 462(b) under the Securities Act of 1933) to this registration statement, and to file the same, with all exhibits thereto, and other documents in connection therewith, with the Securities and Exchange Commission, granting unto said attorneys-in-fact and agents, full power and authority to do and perform each and every act and thing requisite and necessary to be done in connection therewith, as fully to all intents and purposes as he might or could do in person, hereby ratifying and confirming all that said attorneys-in-facts and agents or any of them, or of his substitute or substitutes, may lawfully do or cause to be done by virtue hereof.

Pursuant to the requirements of the Securities Act of 1933, as amended, this Registration Statement has been signed below by the following person in the capacity and on the date indicated.

 

Signature

  

Title(s)

 

Date

/s/    RONNIE VARTANIAN        

Ronnie Vartanian

  

President, Treasurer, and Sole Director

(Principal Executive Officer, Principal Financial Officer, Principal Accounting Officer and Director)

  February 23, 2010

 

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SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, the below registrant certify 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 registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Torrance, California, on February 23, 2010.

 

PEYTON CRAMER AUTOMOTIVE
By:   /s/    SEAN BEARDSLEY        
  Sean Beardsley
  President

POWER OF ATTORNEY

KNOWN ALL PERSONS BY THESE PRESENTS, that the individual whose signature appears below hereby constitutes and appoints Michael J. Jackson and Jonathan P. Ferrando, and each of them severally, as his true and lawful attorneys-in-fact and agents with full power of substitution and resubstitution for him and in his name, place, and stead in any and all capacities to sign any and all amendments (including post-effective amendments and amendments filed pursuant to 462(b) under the Securities Act of 1933) to this registration statement, and to file the same, with all exhibits thereto, and other documents in connection therewith, with the Securities and Exchange Commission, granting unto said attorneys-in-fact and agents, full power and authority to do and perform each and every act and thing requisite and necessary to be done in connection therewith, as fully to all intents and purposes as he might or could do in person, hereby ratifying and confirming all that said attorneys-in-facts and agents or any of them, or of his substitute or substitutes, may lawfully do or cause to be done by virtue hereof.

Pursuant to the requirements of the Securities Act of 1933, as amended, this Registration Statement has been signed below by the following person in the capacity and on the date indicated.

 

Signature

  

Title(s)

 

Date

/s/    SEAN BEARDSLEY        

Sean Beardsley

  

President, Treasurer, and Sole Director

(Principal Executive Officer, Principal Financial Officer, Principal Accounting Officer and Director)

  February 23, 2010

 

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SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, the below registrant certify 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 registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Valencia, California, on February 23, 2010.

 

VALENCIA B. IMPORTS, INC.
By:   /s/    SUDHIR SOOD        
  Sudhir Sood
  President

POWER OF ATTORNEY

KNOWN ALL PERSONS BY THESE PRESENTS, that the individual whose signature appears below hereby constitutes and appoints Michael J. Jackson and Jonathan P. Ferrando, and each of them severally, as his true and lawful attorneys-in-fact and agents with full power of substitution and resubstitution for him and in his name, place, and stead in any and all capacities to sign any and all amendments (including post-effective amendments and amendments filed pursuant to 462(b) under the Securities Act of 1933) to this registration statement, and to file the same, with all exhibits thereto, and other documents in connection therewith, with the Securities and Exchange Commission, granting unto said attorneys-in-fact and agents, full power and authority to do and perform each and every act and thing requisite and necessary to be done in connection therewith, as fully to all intents and purposes as he might or could do in person, hereby ratifying and confirming all that said attorneys-in-facts and agents or any of them, or of his substitute or substitutes, may lawfully do or cause to be done by virtue hereof.

Pursuant to the requirements of the Securities Act of 1933, as amended, this Registration Statement has been signed below by the following person in the capacity and on the date indicated.

 

Signature

  

Title(s)

 

Date

/s/    SUDHIR SOOD        

Sudhir Sood

  

President, Treasurer, and Sole Director

(Principal Executive Officer, Principal Financial Officer, Principal Accounting Officer and Director)

  February 23, 2010

 

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SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, the below registrant certify 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 registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Newport Beach, California, on February 23, 2010.

 

NEWPORT BEACH CARS, LLC
By:   /s/    TIM TAUBER        
  Tim Tauber
  President

POWER OF ATTORNEY

KNOWN ALL PERSONS BY THESE PRESENTS, that the individual whose signature appears below hereby constitutes and appoints Michael J. Jackson and Jonathan P. Ferrando, and each of them severally, as his true and lawful attorneys-in-fact and agents with full power of substitution and resubstitution for him and in his name, place, and stead in any and all capacities to sign any and all amendments (including post-effective amendments and amendments filed pursuant to 462(b) under the Securities Act of 1933) to this registration statement, and to file the same, with all exhibits thereto, and other documents in connection therewith, with the Securities and Exchange Commission, granting unto said attorneys-in-fact and agents, full power and authority to do and perform each and every act and thing requisite and necessary to be done in connection therewith, as fully to all intents and purposes as he might or could do in person, hereby ratifying and confirming all that said attorneys-in-facts and agents or any of them, or of his substitute or substitutes, may lawfully do or cause to be done by virtue hereof.

Pursuant to the requirements of the Securities Act of 1933, as amended, this Registration Statement has been signed below by the following person in the capacity and on the date indicated.

 

Signature

  

Title(s)

 

Date

/s/    TIM TAUBER        

Tim Tauber

  

President, Treasurer, and Sole Director

(Principal Executive Officer, Principal Financial Officer, Principal Accounting Officer and Director)

  February 23, 2010

 

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SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, the below registrant certify 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 registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Fremont, California, on February 23, 2010.

 

EDGREN MOTOR COMPANY, INC.
By:   /s/    TODD KING        
  Todd King
  President

POWER OF ATTORNEY

KNOWN ALL PERSONS BY THESE PRESENTS, that the individual whose signature appears below hereby constitutes and appoints Michael J. Jackson and Jonathan P. Ferrando, and each of them severally, as his true and lawful attorneys-in-fact and agents with full power of substitution and resubstitution for him and in his name, place, and stead in any and all capacities to sign any and all amendments (including post-effective amendments and amendments filed pursuant to 462(b) under the Securities Act of 1933) to this registration statement, and to file the same, with all exhibits thereto, and other documents in connection therewith, with the Securities and Exchange Commission, granting unto said attorneys-in-fact and agents, full power and authority to do and perform each and every act and thing requisite and necessary to be done in connection therewith, as fully to all intents and purposes as he might or could do in person, hereby ratifying and confirming all that said attorneys-in-facts and agents or any of them, or of his substitute or substitutes, may lawfully do or cause to be done by virtue hereof.

Pursuant to the requirements of the Securities Act of 1933, as amended, this Registration Statement has been signed below by the following person in the capacity and on the date indicated.

 

Signature

  

Title(s)

 

Date

/s/    TODD KING        

Todd King

  

President, Treasurer, and Sole Director

(Principal Executive Officer, Principal Financial Officer, Principal Accounting Officer and Director)

  February 23, 2010

 

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SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, the below registrant certify 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 registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Roseville, California, on February 23, 2010.

 

VANDERBEEK MOTORS, INC.
By:   /s/    TOM HOOD        
  Tom Hood
  President

POWER OF ATTORNEY

KNOWN ALL PERSONS BY THESE PRESENTS, that the individual whose signature appears below hereby constitutes and appoints Michael J. Jackson and Jonathan P. Ferrando, and each of them severally, as his true and lawful attorneys-in-fact and agents with full power of substitution and resubstitution for him and in his name, place, and stead in any and all capacities to sign any and all amendments (including post-effective amendments and amendments filed pursuant to 462(b) under the Securities Act of 1933) to this registration statement, and to file the same, with all exhibits thereto, and other documents in connection therewith, with the Securities and Exchange Commission, granting unto said attorneys-in-fact and agents, full power and authority to do and perform each and every act and thing requisite and necessary to be done in connection therewith, as fully to all intents and purposes as he might or could do in person, hereby ratifying and confirming all that said attorneys-in-facts and agents or any of them, or of his substitute or substitutes, may lawfully do or cause to be done by virtue hereof.

Pursuant to the requirements of the Securities Act of 1933, as amended, this Registration Statement has been signed below by the following person in the capacity and on the date indicated.

 

Signature

  

Title(s)

 

Date

/s/    TOM HOOD        

Tom Hood

   President, Treasurer, and Sole Director
(Principal Executive Officer, Principal Financial Officer, Principal Accounting Officer and Director)
  February 23, 2010

 

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SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, the below registrant certify 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 registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Cerritos, California, on February 23, 2010.

 

SMYTHE EUROPEAN, INC.
By:   /s/    WILLIAM R. BERMAN        
  William R. Berman
  President

POWER OF ATTORNEY

KNOWN ALL PERSONS BY THESE PRESENTS, that the individual whose signature appears below hereby constitutes and appoints Michael J. Jackson and Jonathan P. Ferrando, and each of them severally, as his true and lawful attorneys-in-fact and agents with full power of substitution and resubstitution for him and in his name, place, and stead in any and all capacities to sign any and all amendments (including post-effective amendments and amendments filed pursuant to 462(b) under the Securities Act of 1933) to this registration statement, and to file the same, with all exhibits thereto, and other documents in connection therewith, with the Securities and Exchange Commission, granting unto said attorneys-in-fact and agents, full power and authority to do and perform each and every act and thing requisite and necessary to be done in connection therewith, as fully to all intents and purposes as he might or could do in person, hereby ratifying and confirming all that said attorneys-in-facts and agents or any of them, or of his substitute or substitutes, may lawfully do or cause to be done by virtue hereof.

Pursuant to the requirements of the Securities Act of 1933, as amended, this Registration Statement has been signed below by the following person in the capacity and on the date indicated.

 

Signature

  

Title(s)

 

Date

/s/    WILLIAM R. BERMAN        

William R. Berman

   President, Treasurer, and Sole Director
(Principal Executive Officer, Principal Financial Officer, Principal Accounting Officer and Director)
  February 23, 2010

 

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SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, the below registrants certify 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 registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Torrance, California, on February 23, 2010.

 

EL MONTE IMPORTS, INC.
JOE MACPHERSON INFINITI
PEYTON CRAMER INFINITI
By:   /s/    STEVE KWAK        
  Steve Kwak
  President

POWER OF ATTORNEY

KNOWN ALL PERSONS BY THESE PRESENTS, that the individual whose signature appears below hereby constitutes and appoints Michael J. Jackson and Jonathan P. Ferrando, and each of them severally, as his true and lawful attorneys-in-fact and agents with full power of substitution and resubstitution for him and in his name, place, and stead in any and all capacities to sign any and all amendments (including post-effective amendments and amendments filed pursuant to 462(b) under the Securities Act of 1933) to this registration statement, and to file the same, with all exhibits thereto, and other documents in connection therewith, with the Securities and Exchange Commission, granting unto said attorneys-in-fact and agents, full power and authority to do and perform each and every act and thing requisite and necessary to be done in connection therewith, as fully to all intents and purposes as he might or could do in person, hereby ratifying and confirming all that said attorneys-in-facts and agents or any of them, or of his substitute or substitutes, may lawfully do or cause to be done by virtue hereof.

Pursuant to the requirements of the Securities Act of 1933, as amended, this Registration Statement has been signed below by the following person in the capacity and on the date indicated.

 

Signature

  

Title(s)

 

Date

/s/    STEVE KWAK        

Steve Kwak

   President, Treasurer, and Sole Director
(Principal Executive Officer, Principal Financial Officer, Principal Accounting Officer and Director)
  February 23, 2010

 

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SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, the below registrant certify 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 registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Hawthorne, California, on February 23, 2010.

 

TORRANCE NISSAN, LLC
By:   /s/    MICHAEL A. CUNNINGHAM        
  Michael A. Cunningham
  President

POWER OF ATTORNEY

KNOWN ALL PERSONS BY THESE PRESENTS, that the individual whose signature appears below hereby constitutes and appoints Michael J. Jackson and Jonathan P. Ferrando, and each of them severally, as his true and lawful attorneys-in-fact and agents with full power of substitution and resubstitution for him and in his name, place, and stead in any and all capacities to sign any and all amendments (including post-effective amendments and amendments filed pursuant to 462(b) under the Securities Act of 1933) to this registration statement, and to file the same, with all exhibits thereto, and other documents in connection therewith, with the Securities and Exchange Commission, granting unto said attorneys-in-fact and agents, full power and authority to do and perform each and every act and thing requisite and necessary to be done in connection therewith, as fully to all intents and purposes as he might or could do in person, hereby ratifying and confirming all that said attorneys-in-facts and agents or any of them, or of his substitute or substitutes, may lawfully do or cause to be done by virtue hereof.

Pursuant to the requirements of the Securities Act of 1933, as amended, this Registration Statement has been signed below by the following person in the capacity and on the date indicated.

 

Signature

  

Title(s)

 

Date

/s/    MICHAEL A. CUNNINGHAM        

Michael A. Cunningham

   President, Treasurer, and Sole Director
(Principal Executive Officer, Principal Financial Officer, Principal Accounting Officer and Director)
  February 23, 2010

 

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SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, the below registrants certify 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 registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Cerritos, California, on February 23, 2010.

 

ALLISON BAVARIAN HOLDING, LLC

AN CHEVROLET - ARROWHEAD, INC.

AN COLLISION CENTER OF TEMPE, INC.

AN IMPORTS OF SPOKANE, INC.

AN LUXURY IMPORTS HOLDING, LLC

AN LUXURY IMPORTS OF PHOENIX, INC.

AN LUXURY IMPORTS OF SPOKANE, INC.

AN LUXURY IMPORTS OF TUCSON, INC.

AN MOTORS OF SCOTTSDALE, LLC

AN SUBARU MOTORS, INC.

AN WESTERN REGION MANAGEMENT, LLC

AN/PF ACQUISITION CORP.

APPLEWAY CHEVROLET, INC.

AUTO CAR HOLDING, LLC

AUTO MISSION HOLDING, LLC

AUTO MISSION LTD.

AUTONATION OXNARD VENTURE HOLDINGS, INC.

BARGAIN RENT-A-CAR

BELL DODGE, L.L.C.

BROWN & BROWN CHEVROLET - SUPERSTITION SPRINGS, LLC

BROWN & BROWN CHEVROLET, INC.

BROWN & BROWN NISSAN MESA, L.L.C.

BROWN & BROWN NISSAN, INC.

BUICK MART LIMITED PARTNERSHIP

BY: WEBB AUTOMOTIVE GROUP, INC.

ITS: GENERAL PARTNER

CARWELL HOLDING, LLC

CERRITOS BODY WORKS HOLDING, LLC

CERRITOS IMPORTS HOLDING, LLC

  

COSTA MESA CARS HOLDING, LLC

DOBBS MOTORS OF ARIZONA, INC.

DODGE OF BELLEVUE, INC.

EDGREN MOTOR HOLDING, LLC

EL MONTE IMPORTS HOLDING, LLC

FIT KIT HOLDING, LLC

FIT KIT, INC.

FORD OF GARDEN GROVE LIMITED PARTNERSHIP

BY: WEBB AUTOMOTIVE GROUP, INC.

ITS: GENERAL PARTNER

FREMONT LUXURY IMPORTS HOLDING, LLC

G.B. IMPORT SALES & SERVICE HOLDING, LLC

HOUSE OF IMPORTS HOLDING, LLC

IRVINE IMPORTS HOLDING, LLC

IRVINE IMPORTS, INC.

IRVINE TOYOTA/NISSAN/VOLVO LIMITED PARTNERSHIP

BY: WEBB AUTOMOTIVE GROUP, INC.

ITS: GENERAL PARTNER

JOE MACPHERSON INFINITI HOLDING, LLC

LEXUS OF CERRITOS LIMITED PARTNERSHIP

BY: WEBB AUTOMOTIVE GROUP, INC.

ITS: GENERAL PARTNER

MACHOWARD LEASING HOLDING, LLC

MACPHERSON ENTERPRISES, INC.

MAGIC ACQUISITION HOLDING, LLC

MR. WHEELS HOLDING, LLC

MR. WHEELS, INC.

NEWPORT BEACH CARS HOLDING, LLC

NORTHWEST FINANCIAL GROUP, INC.

  

PEYTON CRAMER AUTOMOTIVE HOLDING, LLC

PEYTON CRAMER F. HOLDING, LLC

PEYTON CRAMER INFINITI HOLDING, LLC

PIERCE AUTOMOTIVE CORPORATION

PIERCE, LLC

PRIME AUTO RESOURCES, INC.

ROSEVILLE MOTOR HOLDING, LLC

SMYTHE EUROPEAN HOLDING, LLC

STEVENS CREEK HOLDING, LLC

TASHA INCORPORATED

TERRY YORK MOTOR CARS HOLDING, LLC

TORRANCE NISSAN HOLDING, LLC

TOWN & COUNTRY CHRYSLER JEEP, INC.

TOYOTA CERRITOS LIMITED PARTNERSHIP

BY: WEBB AUTOMOTIVE GROUP, INC.

ITS: GENERAL PARTNER

VALENCIA B. IMPORTS HOLDING, LLC

VALENCIA DODGE HOLDING, LLC

VALENCIA H. IMPORTS HOLDING, LLC

VANDERBEEK MOTORS HOLDING, LLC

VINCE WIESE HOLDING, LLC

WEBB AUTOMOTIVE GROUP, INC.

YORK ENTERPRISES HOLDING, LLC

DESERT BUICK-GMC TRUCKS, L.L.C.

DESERT GMC, L.L.C.

DESERT LINCOLN-MERCURY, INC.

SAHARA IMPORTS, INC.

SAHARA NISSAN, INC.

T-WEST SALES & SERVICE, INC.

JRJ INVESTMENTS, INC.

 

By:   /s/    WILLIAM R. BERMAN        
  William R. Berman
  President

POWERS OF ATTORNEY

KNOWN ALL PERSONS BY THESE PRESENTS, that the individuals whose signature appears below hereby constitute and appoint Michael J. Jackson and Jonathan P. Ferrando, and each of them severally, as his or her true and lawful attorneys-in-fact and agents with full power of substitution and resubstitution for him or her and in his or her name, place, and stead in any and all capacities to sign any and all amendments (including post-effective amendments and amendments filed pursuant to 462(b) under the Securities Act of 1933) to this registration statement, and to file the same, with all exhibits thereto, and other documents in connection therewith, with the Securities and Exchange Commission, granting unto said attorneys-in-fact and agents, full power and authority to do and perform each and every act and thing requisite and necessary to be done in connection therewith, as fully to all intents and purposes as he or she might or could do in person, hereby ratifying and confirming all that said attorneys-in-facts and agents or any of them, or of his substitute or substitutes, may lawfully do or cause to be done by virtue hereof.

 

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Pursuant to the requirements of the Securities Act of 1933, as amended, this Registration Statement has been signed below by the following persons in the capacities and on the dates indicated.

 

Signature

  

Title(s)

 

Date

/s/    WILLIAM R. BERMAN        

William R. Berman

   President and Sole Director
(Principal Executive Officer and Director)
  February 23, 2010

/s/    MICHAEL A. CUNNINGHAM        

Michael A. Cunningham

   Treasurer
(Principal Financial Officer and Principal Accounting Officer)
  February 23, 2010

 

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SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, the below registrant certify 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 registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Fort Lauderdale, Florida, on February 23, 2010.

 

ACER FIDUCIARY, INC.
By:   /s/    C. COLEMAN G. EDMUNDS        
  C. Coleman G. Edmunds
  President

POWERS OF ATTORNEY

KNOWN ALL PERSONS BY THESE PRESENTS, that the individuals whose signature appears below hereby constitute and appoint Michael J. Jackson and Jonathan P. Ferrando, and each of them severally, as his or her true and lawful attorneys-in-fact and agents with full power of substitution and resubstitution for him or her and in his or her name, place, and stead in any and all capacities to sign any and all amendments (including post-effective amendments and amendments filed pursuant to 462(b) under the Securities Act of 1933) to this registration statement, and to file the same, with all exhibits thereto, and other documents in connection therewith, with the Securities and Exchange Commission, granting unto said attorneys-in-fact and agents, full power and authority to do and perform each and every act and thing requisite and necessary to be done in connection therewith, as fully to all intents and purposes as he or she might or could do in person, hereby ratifying and confirming all that said attorneys-in-facts and agents or any of them, or of his substitute or substitutes, may lawfully do or cause to be done by virtue hereof.

Pursuant to the requirements of the Securities Act of 1933, as amended, this Registration Statement has been signed below by the following persons in the capacities and on the dates indicated.

 

Signature

  

Title(s)

 

Date

/s/    C. COLEMAN G. EDMUNDS        

C. Coleman G. Edmunds

   President
(Principal Executive Officer)
  February 23, 2010

/s/    CHERYL SCULLY        

Cheryl Scully

   Treasurer
(Principal Financial Officer and Principal Accounting Officer)
  February 23, 2010

/s/    MICHAEL E. MAROONE        

Michael E. Maroone

   Director   February 23, 2010

/s/    JONATHAN P. FERRANDO        

Jonathan P. Ferrando

   Director   February 23, 2010

 

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SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, the below registrant certify 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 registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Fort Lauderdale, Florida, on February 23, 2010.

 

AUTONATION BENEFITS COMPANY, INC.
By:   /s/    B. GENE CLAYTON        
  B. Gene Clayton
  President

POWERS OF ATTORNEY

KNOWN ALL PERSONS BY THESE PRESENTS, that the individuals whose signature appears below hereby constitute and appoint Michael J. Jackson and Jonathan P. Ferrando, and each of them severally, as his or her true and lawful attorneys-in-fact and agents with full power of substitution and resubstitution for him or her and in his or her name, place, and stead in any and all capacities to sign any and all amendments (including post-effective amendments and amendments filed pursuant to 462(b) under the Securities Act of 1933) to this registration statement, and to file the same, with all exhibits thereto, and other documents in connection therewith, with the Securities and Exchange Commission, granting unto said attorneys-in-fact and agents, full power and authority to do and perform each and every act and thing requisite and necessary to be done in connection therewith, as fully to all intents and purposes as he or she might or could do in person, hereby ratifying and confirming all that said attorneys-in-facts and agents or any of them, or of his substitute or substitutes, may lawfully do or cause to be done by virtue hereof.

Pursuant to the requirements of the Securities Act of 1933, as amended, this Registration Statement has been signed below by the following persons in the capacities and on the dates indicated.

 

Signature

  

Title(s)

 

Date

/s/    B. GENE CLAYTON        

B. Gene Clayton

   President
(Principal Executive Officer)
  February 23, 2010

/s/    CHERYL SCULLY        

Cheryl Scully

   Treasurer
(Principal Financial Officer and Principal Accounting Officer)
  February 23, 2010

/s/    MICHAEL E. MAROONE        

Michael E. Maroone

   Director   February 23, 2010

/s/    JONATHAN P. FERRANDO

Jonathan P. Ferrando

   Director   February 23, 2010

 

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SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, the below registrant certify 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 registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Fort Lauderdale, Florida, on February 23, 2010.

 

AUTONATION FINANCIAL SERVICES, LLC
By:   /s/    KEVIN WESTFALL        
  Kevin Westfall
  President

POWERS OF ATTORNEY

KNOWN ALL PERSONS BY THESE PRESENTS, that the individuals whose signature appears below hereby constitute and appoint Michael J. Jackson and Jonathan P. Ferrando, and each of them severally, as his or her true and lawful attorneys-in-fact and agents with full power of substitution and resubstitution for him or her and in his or her name, place, and stead in any and all capacities to sign any and all amendments (including post-effective amendments and amendments filed pursuant to 462(b) under the Securities Act of 1933) to this registration statement, and to file the same, with all exhibits thereto, and other documents in connection therewith, with the Securities and Exchange Commission, granting unto said attorneys-in-fact and agents, full power and authority to do and perform each and every act and thing requisite and necessary to be done in connection therewith, as fully to all intents and purposes as he or she might or could do in person, hereby ratifying and confirming all that said attorneys-in-facts and agents or any of them, or of his substitute or substitutes, may lawfully do or cause to be done by virtue hereof.

Pursuant to the requirements of the Securities Act of 1933, as amended, this Registration Statement has been signed below by the following persons in the capacities and on the dates indicated.

 

Signature

  

Title(s)

 

Date

/s/    KEVIN WESTFALL        

Kevin Westfall

   President
(Principal Executive Officer)
  February 23, 2010

/s/    CHERYL SCULLY        

Cheryl Scully

   Treasurer
(Principal Financial Officer and Principal Accounting Officer)
  February 23, 2010

/s/    MICHAEL E. MAROONE        

Michael E. Maroone

   Director   February 23, 2010

/s/    JONATHAN P. FERRANDO        

Jonathan P. Ferrando

   Director   February 23, 2010

 

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SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, the below registrant certify 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 registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Fort Lauderdale, Florida, on February 23, 2010.

 

AUTONATION HOLDING CORP.
By:   /s/    MICHAEL E. MAROONE        
  Michael E. Maroone
  President

POWERS OF ATTORNEY

KNOWN ALL PERSONS BY THESE PRESENTS, that the individuals whose signature appears below hereby constitute and appoint Michael J. Jackson and Jonathan P. Ferrando, and each of them severally, as his or her true and lawful attorneys-in-fact and agents with full power of substitution and resubstitution for him or her and in his or her name, place, and stead in any and all capacities to sign any and all amendments (including post-effective amendments and amendments filed pursuant to 462(b) under the Securities Act of 1933) to this registration statement, and to file the same, with all exhibits thereto, and other documents in connection therewith, with the Securities and Exchange Commission, granting unto said attorneys-in-fact and agents, full power and authority to do and perform each and every act and thing requisite and necessary to be done in connection therewith, as fully to all intents and purposes as he or she might or could do in person, hereby ratifying and confirming all that said attorneys-in-facts and agents or any of them, or of his substitute or substitutes, may lawfully do or cause to be done by virtue hereof.

Pursuant to the requirements of the Securities Act of 1933, as amended, this Registration Statement has been signed below by the following persons in the capacities and on the dates indicated.

 

Signature

  

Title(s)

 

Date

/s/    MICHAEL E. MAROONE        

Michael E. Maroone

   President
(Principal Executive Officer)
  February 23, 2010

/s/    CHERYL SCULLY        

Cheryl Scully

   Treasurer
(Principal Financial Officer and Principal Accounting Officer)
  February 23, 2010

/s/    C. COLEMAN G. EDMUNDS

C. Coleman G. Edmunds

   Director   February 23, 2010

/s/    GUILLERMO PERNAS, JR.        

Guillermo Pernas, Jr.

   Director   February 23, 2010

 

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SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, the below registrant certify 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 registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Fort Lauderdale, Florida, on February 23, 2010.

 

AUTONATIONDIRECT.COM, INC.
By:   /s/    PHILLIP W. DUPREE        
  Phillip W. DuPree
  President

POWERS OF ATTORNEY

KNOWN ALL PERSONS BY THESE PRESENTS, that the individuals whose signature appears below hereby constitute and appoint Michael J. Jackson and Jonathan P. Ferrando, and each of them severally, as his or her true and lawful attorneys-in-fact and agents with full power of substitution and resubstitution for him or her and in his or her name, place, and stead in any and all capacities to sign any and all amendments (including post-effective amendments and amendments filed pursuant to 462(b) under the Securities Act of 1933) to this registration statement, and to file the same, with all exhibits thereto, and other documents in connection therewith, with the Securities and Exchange Commission, granting unto said attorneys-in-fact and agents, full power and authority to do and perform each and every act and thing requisite and necessary to be done in connection therewith, as fully to all intents and purposes as he or she might or could do in person, hereby ratifying and confirming all that said attorneys-in-facts and agents or any of them, or of his substitute or substitutes, may lawfully do or cause to be done by virtue hereof.

Pursuant to the requirements of the Securities Act of 1933, as amended, this Registration Statement has been signed below by the following persons in the capacities and on the dates indicated.

 

Signature

  

Title(s)

 

Date

/s/    PHILLIP W. DUPREE        

Phillip W. DuPree

   President and Sole Director
(Principal Executive Officer)
  February 23, 2010

/s/    RONALD L. FREY        

Ronald L. Frey

   Treasurer
(Principal Financial Officer and Principal Accounting Officer)
  February 23, 2010

 

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SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, the below registrants certify 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 registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Dallas, Texas, on February 23, 2010.

 

DEALERSHIP PROPERTIES, INC.

 

DEALERSHIP REALTY CORPORATION

By:   /s/    DANIEL G. AGNEW        
  Daniel G. Agnew
  President

POWERS OF ATTORNEY

KNOWN ALL PERSONS BY THESE PRESENTS, that the individuals whose signature appears below hereby constitute and appoint Michael J. Jackson and Jonathan P. Ferrando, and each of them severally, as his or her true and lawful attorneys-in-fact and agents with full power of substitution and resubstitution for him or her and in his or her name, place, and stead in any and all capacities to sign any and all amendments (including post-effective amendments and amendments filed pursuant to 462(b) under the Securities Act of 1933) to this registration statement, and to file the same, with all exhibits thereto, and other documents in connection therewith, with the Securities and Exchange Commission, granting unto said attorneys-in-fact and agents, full power and authority to do and perform each and every act and thing requisite and necessary to be done in connection therewith, as fully to all intents and purposes as he or she might or could do in person, hereby ratifying and confirming all that said attorneys-in-facts and agents or any of them, or of his substitute or substitutes, may lawfully do or cause to be done by virtue hereof.

Pursuant to the requirements of the Securities Act of 1933, as amended, this Registration Statement has been signed below by the following persons in the capacities and on the dates indicated.

 

Signature

  

Title(s)

 

Date

/s/    DANIEL G. AGNEW        

Daniel G. Agnew

   President
(Principal Executive Officer)
  February 23, 2010

/s/    CHERYL SCULLY        

Cheryl Scully

   Treasurer
(Principal Financial Officer and Principal Accounting Officer)
  February 23, 2010

/s/    MICHAEL E. MAROONE        

Michael E. Maroone

   Director   February 23, 2010

/s/    JONATHAN P. FERRANDO        

Jonathan P. Ferrando

   Director   February 23, 2010

 

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SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, the below registrant certify 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 registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Buena Park, California, on February 23, 2010.

 

HOUSE OF IMPORTS, INC.
By:   /s/    PAT LUSTIG        
  Pat Lustig
  President

POWER OF ATTORNEY

KNOWN ALL PERSONS BY THESE PRESENTS, that the individual whose signature appears below hereby constitutes and appoints Michael J. Jackson and Jonathan P. Ferrando, and each of them severally, as his or her true and lawful attorneys-in-fact and agents with full power of substitution and resubstitution for him or her and in his or her name, place, and stead in any and all capacities to sign any and all amendments (including post-effective amendments and amendments filed pursuant to 462(b) under the Securities Act of 1933) to this registration statement, and to file the same, with all exhibits thereto, and other documents in connection therewith, with the Securities and Exchange Commission, granting unto said attorneys-in-fact and agents, full power and authority to do and perform each and every act and thing requisite and necessary to be done in connection therewith, as fully to all intents and purposes as he or she might or could do in person, hereby ratifying and confirming all that said attorneys-in-facts and agents or any of them, or of his substitute or substitutes, may lawfully do or cause to be done by virtue hereof.

Pursuant to the requirements of the Securities Act of 1933, as amended, this Registration Statement has been signed below by the following person in the capacity and on the date indicated.

 

Signature

  

Title(s)

 

Date

/s/    PAT LUSTIG        

Pat Lustig

   President, Treasurer, and Sole Director
(Principal Executive Officer, Principal Financial Officer, Principal Accounting Officer and Director)
  February 23, 2010

 

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Table of Contents

EXHIBIT INDEX

 

Exhibit No.

  

Document

  1.1    Form(s) of Underwriting Agreement*
  4.1    Form of Indenture
  4.2    Third Amended and Restated Certificate of Incorporation of AutoNation, Inc. (incorporated by reference to Exhibit 3.1 to the Company’s Quarterly Report on Form 10-Q, filed with the SEC on August 13, 1999)
  4.3    Amended and Restated By-Laws of AutoNation, Inc. (incorporated by reference to Exhibit 3.1 to the Company’s Current Report on Form 8-K, filed with the SEC on February 8, 2008)
  4.4    Form of debt securities*
  4.5    Form of guarantee*
  4.6    Form of any certificate of designation, preferences and rights with respect to any preferred stock issued hereunder*
  4.7    Form of any preferred stock certificate*
  4.8    Form of warrant agreement*
  5.1    Opinion of C. Coleman G. Edmunds, Senior Vice President, Deputy General Counsel and Assistant Secretary of the Company**
  5.2    Opinion of Skadden, Arps, Slate, Meagher & Flom LLP regarding the guarantees covered by this Post-Effective Amendment No. 1 to Form S-3
12.1    Statement regarding computation of Consolidated Ratio of Earnings to Fixed Charges
23.1    Consent of KPMG LLP
23.2    Consent of C. Coleman G. Edmunds (included in exhibit 5.1)
23.3    Consent of Skadden, Arps, Slate, Meagher & Flom LLP (included in exhibit 5.2)
24.1    Powers of Attorney (included on the signature pages of the Registration Statement)
25.1    Statement of Eligibility of Trustee on Form T-1*

 

* To be filed by amendment or incorporated by reference in connection with the offering of any securities, as appropriate.
** Previously filed as an exhibit to the Registration Statement.

 

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