Form S-3
Table of Contents

As Filed with the Securities and Exchange Commission on February 18, 2016

Registration No. 333-            

 

 

 

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

 

 

FORM S-3

REGISTRATION STATEMENT

UNDER

THE SECURITIES ACT OF 1933

 

 

AutoNation, Inc.

(Exact name of registrant as specified in its charter)

SEE TABLE OF ADDITIONAL REGISTRANTS

 

 

 

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, Corporate Development and Human Resources

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

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.   ¨

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   x    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) Omitted pursuant to Form S-3 General Instruction II.E. 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(n), 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

    

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     

AN MOTORS OF DALLAS, INC.

   Delaware   26-1769977

7 ROD REAL ESTATE SOUTH, A Limited Liability Company

   Wyoming   84-1167320     

AN MOTORS OF DELRAY BEACH, INC.

   Delaware   20-1405067

Abraham Chevrolet-Miami, Inc.

   Delaware   65-0802822     

AN Motors of Memphis, Inc.

   Tennessee   62-1038471

Abraham Chevrolet-Tampa, Inc.

   Delaware   65-0802820     

AN MOTORS OF SCOTTSDALE, LLC

   Delaware   52-2102864

ACER Fiduciary, Inc.

   Delaware   65-0945065     

AN Pontiac GMC Houston North GP, LLC

   Delaware   16-1641915

HVM IMPORTS, LLC f/k/a AL MAROONE FORD, LLC

   Delaware   65-0944227     

AN Pontiac GMC Houston North, LP

   Texas   13-4214055

Albert Berry Motors, Inc.

   Texas   74-1487498     

AN Seattle Motors, Inc.

   Delaware   91-1197824

Allison Bavarian

   California   94-2707588     

AN SUBARU MOTORS, INC.

   Delaware   20-5685964

ALLISON BAVARIAN HOLDING, LLC

   Delaware   20-5224408     

AN T. Imports of Atlanta, LLC

   Delaware   47-0922628

ALL-STATE RENT A CAR, INC.

   Nevada   88-0143152     

AN Texas Region Management, Ltd.

   Texas   02-0654987

American Way Motors, Inc.

   Tennessee   62-1333714     

AN Tucson Imports, LLC

   Delaware   52-2102866

AN CADILLAC OF WPB, LLC

   Delaware   35-2234609     

AN Valencia Auto Imports, Inc.

   Delaware   35-2437399

AN Central Region Management, LLC

   Delaware   01-0756957     

AN West Central Region Management, LLC

   Delaware   02-0654986

AN Chevrolet - Arrowhead, Inc.

   Delaware   91-1933520     

AN Western Region Management, LLC

   Delaware   01-0756952

AN CJ VALENCIA, INC.

   Delaware   20-2859034     

AN/CF Acquisition Corp.

   Delaware   65-0927849

AN COLLISION CENTER OF ADDISON, INC.

   Delaware   75-1053127     

AN/GMF, Inc.

   Delaware   36-3087611

AN Collision Center of Las Vegas, Inc.

   Nevada   88-0168433     

AN/KPBG Motors, Inc.

   Washington   91-1739519

AN COLLISION CENTER OF NORTH HOUSTON, INC.

   Delaware   26-3118395     

AN/MF Acquisition Corp.

   Delaware   65-0961375

AN Collision Center of Tempe, Inc.

   Delaware   86-0928952     

AN/MNI Acquisition Corp.

   Delaware   65-1024377

AN CORPORATE MANAGEMENT PAYROLL CORP.

   Delaware   26-3725783     

AN/PF Acquisition Corp.

   Delaware   65-0927848

AN Motors on South Padre, LP f/k/a AN Corpus Christi Chevrolet, LP

   Texas   32-0031564     

Anderson Chevrolet

   California   94-1503305

AN Corpus Christi GP, LLC

   Delaware   32-0031563     

Anderson Chevrolet Los Gatos, Inc.

   California   77-0262368

AN Corpus Christi Imports Adv. GP, LLC

   Delaware   90-0080282     

Anderson Cupertino, Inc.

   California   65-0770033

AN Corpus Christi Imports Adv., LP

   Texas   90-0080295     

Appleway Chevrolet, Inc.

   Washington   91-0538143

AN Corpus Christi Imports GP, LLC

   Delaware   27-0041420     

Auto Ad Agency, Inc.

   Maryland   52-1295158

AN Corpus Christi Imports II GP, LLC

   Delaware   27-0041425     

AUTO CAR HOLDING, LLC

   Delaware   20-5225856

AN Corpus Christi Imports II, LP

   Texas   32-0031566     

Auto Car, Inc.

   California   68-0129623

AN Corpus Christi Imports, LP

   Texas   32-0031567     

Auto Company VI, Inc.

   Delaware   45-4496998

AN CORPUS CHRISTI MOTORS, INC.

   Delaware   20-5547917     

Auto Company VII, Inc.

   Delaware   45-4497100

AN Corpus Christi T. Imports GP, LLC

   Delaware   27-0041422     

Auto Company VIII, Inc.

   Delaware   45-4497147

AN Corpus Christi T. Imports, LP

   Texas   13-4214051     

Auto Company IX, Inc.

   Delaware   45-4497193

AN County Line Ford, Inc.

   Texas   75-1687008     

NY Luxury Motors of Mt. Kisco, Inc. f/k/a

Auto Company X, Inc.

   Delaware   45-4497466

AN Dealership Holding Corp.

   Florida   65-0608572     

Auto Company XI, Inc.

   Delaware   45-4497510

AN F. Imports of Atlanta, LLC

   Delaware   57-1174466     

Auto Company XII, Inc.

   Delaware   45-4497553

AN F. Imports of Hawthorne Holding, LLC

   Delaware   65-0944669     

Auto Company XIII, Inc.

   Delaware   45-4497721

AN F. Imports of Hawthorne, LLC

   Delaware   65-1040982     

Auto Company XIV, Inc.

   Delaware   45-4497604

AN F. Imports of North Denver, LLC

   Delaware   52-2124965     

AN Collision Center FTL South, Inc. f/k/a

Auto Company XVI, Inc.

   Delaware   46-4538029

AN F. Imports of North Phoenix, Inc.

   Delaware   86-0928953     

Auto Company XVII, Inc.

   Delaware   46-4541217

AN F. Imports of Roseville Holding, LLC

   Delaware   20-5226908     

NY LNR Luxury Imports, Inc f/k/a

Auto Company XVIII, Inc.

   Delaware   46-4541298

AN F. Imports of Roseville, Inc.

   Delaware   76-0489587     

Auto Company XIX, Inc.

   Delaware   46-4541407

RENTON H IMPORTS, INC. f/k/a AN F. Imports of Seattle, Inc.

   Delaware   84-1491657     

NY Mt. Kisco Luxury Imports, Inc. f/k/a

AutoNation Direct Nevada, Inc. f/k/a

Auto Company XX, Inc.

   Delaware   46-4541484

HVA IMPORTS, LLC f/k/a AN F. Imports of Sterling, LLC

   Delaware   52-2135875     

Auto Company XXI, Inc.

   Delaware   46-4541577

AN Florida Region Management, LLC

   Delaware   52-2135867     

Auto Company XXII, Inc.

   Delaware   46-4541640

AN Fort Myers Imports, LLC

   Delaware   65-0944636     

Auto Company XXIII, Inc.

   Delaware   46-4541717

AN Fremont Luxury Imports, Inc.

   Delaware   86-0928954     

NY White Plains Luxury Imports, Inc. f/k/a

Auto Company XXIV, Inc.

   Delaware   46-4541840

AN H. Imports of Atlanta, LLC

   Delaware   35-2229690     

Auto Company XXV, Inc.

   Delaware   46-4541976

AN IMPORTS OF FT. LAUDERDALE, INC.

   Delaware   20-5147883     

Auto Company XXVI, Inc.

   Delaware   46-4542058

AN Imports of Seattle, Inc.

   Delaware   65-0978211     

Auto Company XXVII, Inc.

   Delaware   46-4542110

AN IMPORTS OF SPOKANE, INC.

   Delaware   26-4461138     

Auto Company XXVIII, Inc.

   Delaware   46-4542327

AN Imports of Stevens Creek Holding, LLC.

   Delaware   20-5226306     

Auto Company XXIX, Inc.

   Delaware   46-4551856

AN Imports of Stevens Creek Inc.

   Delaware   52-2119516     

Auto Company XXX, Inc.

   Delaware   46-4551989

AN Imports on Weston Road, Inc.

   Florida   59-1968718     

Auto Company XXXI, Inc.

   Delaware   46-4552034

AN LUXURY IMPORTS GP, LLC

   Delaware   90-0121570     

Auto Company XXXII, Inc.

   Delaware   46-4552448

AN LUXURY IMPORTS HOLDING, LLC

   Delaware   20-5682480     

Auto Company XXXIII, Inc.

   Delaware   46-4552813

AN Luxury Imports of Coconut Creek, Inc.

   Delaware   86-0928950     

Auto Company XXXIV, Inc.

   Delaware   46-4552876

AN Luxury Imports of Marietta, LLC

   Delaware   65-0964278     

Auto Company XXXV, Inc.

   Delaware   46-4552919

AN LUXURY IMPORTS OF PALM BEACH, INC.

   Delaware   20-8671889     

Auto Company XXXVI, Inc.

   Delaware   46-4552973

AN LUXURY IMPORTS OF PEMBROKE PINES, INC.

   Delaware   22-3869449     

Auto Company XXXVII, Inc.

   Delaware   46-4553033

AN Luxury Imports of Phoenix, Inc.

   Delaware   26-4461301     

Auto Company XXXVIII, Inc.

   Delaware   46-4553097

AN LUXURY IMPORTS OF SAN DIEGO, INC.

   Delaware   20-5682367     

Auto Company XXXIX, Inc.

   Delaware   46-4553176

AN Luxury Imports of Sanford, LLC

   Delaware   65-0952134     

Auto Company XL, Inc.

   Delaware   46-4564206

AN Luxury Imports of Sarasota, Inc.

   Delaware   20-0551681     

Auto Company XLI, Inc.

   Delaware   46-4564729

AN LUXURY IMPORTS OF SPOKANE, INC.

   Delaware   27-1210937     

Auto Company XLII, Inc.

   Delaware   46-4564833

AN Luxury Imports of Tucson, Inc.

   Delaware   26-1182858     

Auto Company XLIII, Inc.

   Delaware   46-4565019

AN Luxury Imports, Ltd.

   Texas   90-0121575     

Auto Company XLIV, Inc.

   Delaware   46-4565133

AN Motors of Brooksville, Inc.

   Florida   59-2690846     

Auto Company XLV, Inc.

   Delaware   46-4565251
         

Auto Dealership III, LLC

   Delaware   45-4503383
         

Auto Dealership IV, LLC

   Delaware   45-4503422
         

Auto Dealership V, LLC

   Delaware   45-4503462
         

Auto Dealership VI, LLC

   Delaware   45-4503772
         

Auto Dealership VII, LLC

   Delaware   45-4503837
         

Auto Dealership VIII, LLC

   Delaware   45-4503899
         

Auto Dealership IX, LLC

   Delaware   45-4503953


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

    

Exact name of additional

registrant as

specified in its charter

  

State or Other

Jurisdiction of

Incorporation or

Organization

 

IRS

Employer

Identification

Number

Auto Dealership X, LLC

   Delaware   45-4504002     

Body Shop Holding Corp.

   Delaware   52-2124065

AL F-L Motors, LLC f/k/a Auto Dealership XI, LLC

   Delaware   45-4504161     

BOSC Automotive Realty, Inc.

   Delaware   38-3262849

TN CDJR Motors, LLC f/k/a Auto Dealership XII, LLC

   Delaware   45-4504914     

Brown & Brown Chevrolet - Superstition Springs, LLC

   Arizona   86-0904747

TN F Imports, LLC f/k/a Auto Dealership XIII, LLC

   Delaware   45-4504984     

Brown & Brown Chevrolet, Inc.

   Arizona   86-0128003

GA CDJR Motors, LLC f/k/a Auto Dealership XIV, LLC

   Delaware   45-4505030     

Brown & Brown Nissan Mesa, L.L.C.

   Arizona   86-0795376

GA H Imports, LLC f/k/a Auto Dealership XV, LLC

   Delaware   45-4505078     

Brown & Brown Nissan, Inc.

   Arizona   86-0677220

GA HY Imports, LLC f/k/a Auto Dealership XVI, LLC

   Delaware   46-4537858     

BUICK MART LIMITED PARTNERSHIP

   Georgia   88-0377744

GA Columbus Imports, LLC f/k/a Auto Dealership XVII, LLC

   Delaware   46-4553266     

BULL MOTORS, LLC

   Delaware   65-0944614

GA F Imports, LLC f/k/a Auto Dealership XVIII, LLC

   Delaware   46-4571435     

C. Garrett, Inc.

   Colorado   84-1264053

AL Fort Payne Motors, LLC f/k/a Auto Dealership XIX, LLC

   Delaware   46-4582474     

CARLISLE MOTORS, LLC

   Delaware   65-0944616

Auto Dealership XX, LLC

   Delaware   46-4598610     

CARWELL HOLDING, LLC

   Delaware   20-5224795

Auto Dealership XXI, LLC

   Delaware   46-4611681     

CARWELL, LLC

   Delaware   65-0944617

Auto Dealership XXII, LLC

   Delaware   46-4640265     

Centennial Automotive, LLC

   Delaware   65-0944626

Auto Dealership XXIII, LLC

   Delaware   46-4657168     

CERRITOS BODY WORKS HOLDING, LLC

   Delaware   20-5225440

Auto Dealership XXIV, LLC

   Delaware   46-4667987     

Cerritos Body Works, Inc.

   California   33-0374316

Auto Dealership XXV, LLC

   Delaware   46-4705830     

CHAMPION CHEVROLET HOLDING, LLC

   Delaware   20-5224897

Auto Dealership XXVI, LLC

   Delaware   46-4733662     

CHAMPION CHEVROLET, LLC

   Delaware   65-0944618

Auto Dealership XXVII, LLC

   Delaware   46-4756234     

Champion Ford, Inc.

   Texas   76-0171196

Auto Dealership XXVIII, LLC

   Delaware   46-4800106     

Charlie Hillard, Inc.

   Texas   75-0922515

Auto Dealership XXIX, LLC

   Delaware   46-4813183     

Charlie Thomas Chevrolet GP, LLC

   Delaware   73-1670803

Auto Dealership XXX, LLC

   Delaware   46-4816671     

Charlie Thomas Chevrolet, Ltd.

   Texas   20-0058033

AUTO HOLDING, LLC

   Delaware   52-2107831     

Charlie Thomas Chrysler-Plymouth, Inc.

   Texas   76-0010351

AUTO MISSION HOLDING, LLC

   Delaware   20-5226182     

Charlie Thomas’ Courtesy GP, LLC

   Delaware   73-1670811

Auto Mission Ltd.

   California   94-3141091     

Charlie Thomas Courtesy Leasing, Inc.

   Texas   74-1850452

Auto West, Inc.

   California   94-2946518     

Charlie Thomas F. GP, LLC

   Delaware   33-1062335

Autohaus Holdings, Inc.

   Delaware   80-0052569     

Charlie Thomas Ford, Ltd.

   Texas   20-0058561

AutoNation Benefits Company, Inc.

   Florida   34-1135160     

Charlie Thomas’ Courtesy Ford, Ltd.

   Texas   06-1699682

AutoNation Corporate Management, LLC

   Delaware   22-3850167     

CHESROWN AUTO, LLC

   Delaware   65-0944619

Pembroke Motors, Inc.

   Delaware   65-0948962     

CHESROWN CHEVROLET, LLC

   Delaware   65-0944620

AutoNation Enterprises Incorporated

   Florida   65-0608578     

Chesrown Collision Center, Inc.

   Colorado   84-1358588

AUTONATION FINANCIAL SERVICES, LLC

   Delaware   65-0725080     

Chesrown Ford, Inc.

   Colorado   84-1164224

AutoNation Fort Worth Motors, Ltd.

   Texas   65-1152832     

Chevrolet World, Inc.

   Florida   59-2216673

AutoNation GM GP, LLC

   Delaware   65-0944592     

Chuck Clancy Ford of Marietta, LLC

   Delaware   47-0922626

AutoNation Holding Corp.

   Delaware   65-0723604     

CJ VALENCIA HOLDING, LLC

   Delaware   20-5226043

AutoNation Imports of Katy GP, LLC

   Delaware   56-2307537     

Coastal Cadillac, Inc.

   Florida   59-3023188

AutoNation Imports of Katy, L.P.

   Texas   65-0957160     

Consumer Car Care Corporation

   Tennessee   62-1151481

AutoNation Imports of Lithia Springs, LLC

   Delaware   65-1003051     

Contemporary Cars, Inc.

   Florida   59-1635976

AutoNation Imports of Longwood, Inc.

   Delaware   65-1032195     

Cook-Whitehead Ford, Inc.

   Florida   59-1165955

AutoNation Imports of Palm Beach, Inc.

   Delaware   65-1102140     

Corporate Properties Holding, Inc.

   Delaware   65-0948961

AutoNation Imports of Winter Park, Inc.

   Delaware   65-1032110     

Corpus Christi Collision Center, Inc.

   Delaware   45-4496075

AutoNation Motors Holding Corp.

   Delaware   65-1132563     

COSTA MESA CARS HOLDING, LLC

   Delaware   20-5226339

AutoNation Motors of Lithia Springs, Inc.

   Delaware   65-1002966     

Costa Mesa Cars, Inc.

   California   33-0626084

AutoNation North Texas Management GP, LLC

   Delaware   33-1037931     

Courtesy Auto Group, Inc.

   Florida   59-2360236

AutoNation Northwest Management, LLC

   Delaware   01-0756954     

Courtesy Broadway, LLC

   Colorado   20-5417194

AutoNation Orlando Venture Holdings, Inc.

   Delaware   65-1137521     

Covington Pike Motors, Inc.

   Tennessee   58-1366612

AutoNation Realty Corporation

   Delaware   65-0711536     

CT Intercontinental GP, LLC

   Delaware   33-1062337

AutoNation USA of Perrine, Inc.

   Delaware   65-0899807     

CT Intercontinental, Ltd.

   Texas   20-0057835

AUTONATION V. IMPORTS OF DELRAY BEACH, LLC

   Delaware   36-4558039     

CT Motors, Inc.

   Texas   76-0387042

AutoNation.com, Inc.

   Delaware   65-0945066     

D/L Motor Company

   Florida   59-3237877

Bankston Auto, Inc.

   Texas   75-1336358     

Deal Dodge of Des Plaines, Inc.

   Illinois   36-3862968

Bankston Chrysler Jeep of Frisco, L.P.

   Texas   65-1052692     

Dealership Properties, Inc.

   Nevada   74-2869002

Bankston CJ GP, LLC

   Delaware   56-2307538     

Dealership Realty Corporation

   Texas   76-0218062

BANKSTON FORD OF FRISCO, LTD.CO.

   Texas   75-2529822     

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

   Delaware   52-2102859

Bankston Nissan in Irving, Inc.

   Texas   75-1325663     

Desert Chrysler-Plymouth, Inc.

   Delaware   88-0121640

Bankston Nissan Lewisville GP, LLC

   Delaware   73-1670796     

Desert Dodge, Inc.

   Nevada   88-0227814

Bankston Nissan Lewisville, Ltd.

   Texas   06-1699681     

Desert GMC, L.L.C.

   Delaware   52-2102860

Bargain Rent-A-Car

   California   95-3821161     

Dobbs Ford of Memphis, Inc.

   Delaware   65-1065025

Batfish, LLC

   Colorado   84-1261352     

Dobbs Ford, Inc.

   Florida   59-1584177

BBCSS, Inc.

   Arizona   58-2434441     

Dobbs Mobile Bay, Inc.

   Alabama   62-1196110

Beach City Chevrolet Company, Inc.

   California   95-1879646     

Dobbs Motors of Arizona, Inc.

   Arizona   93-0929951

BEACH CITY HOLDING, LLC

   Delaware   20-5226233     

Don Mealey Chevrolet, Inc.

   Florida   59-1553076

Beacon Motors, Inc.

   Florida   65-0582254     

Don Mealey Imports, Inc.

   Florida   59-3099049

Bellevue Automotive, Inc.

   Delaware   94-3009590     

Don-A-Vee Jeep-Eagle, Inc.

   California   33-0203778

Bell Motors, LLC

   Delaware   52-2102862     

Driver’s Mart Worldwide, Inc.

   Virginia   38-3275555

BENGAL MOTOR COMPANY, LTD.

   Florida   59-2985277     

EASTGATE FORD, INC.

   Ohio   31-0736141

Bengal Motors, Inc.

   Florida   65-0165367     

Ed Mullinax Ford, LLC

   Delaware   57-1174464

Bill Ayares Chevrolet, LLC

   Delaware   47-0922618     

Edgren Motor Company, Inc.

   California   94-1561041

BLEDSOE DODGE, LLC

   Delaware   65-0944613     

EDGREN MOTOR HOLDING, LLC

   Delaware   20-5225254

Bob Townsend Ford, Inc.

   Delaware   31-0669965     

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
         

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


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

    

Exact name of additional

registrant as

specified in its charter

    

State or Other

Jurisdiction of

Incorporation or

Organization

 

IRS

Employer

Identification

Number

First Team Ford of Manatee, Ltd.

   Florida   59-3446538     

AN MOTORS OF PEMBROKE, LLC F/K/A MAROONE CHEVROLET, LLC

     Delaware   65-0944183

First Team Ford, Ltd.

   Florida   59-3366156     

HVVW Motors, LLC f/k/a MAROONE DODGE, LLC

     Delaware   65-0944181

First Team Jeep Eagle, Chrysler-Plymouth, Ltd.

   Florida   59-3446556     

AN MOTORS ON FEDERAL HIGHWAY, LLC F/K/A MAROONE FORD, LLC

     Delaware   65-0944179

First Team Management, Inc.

   Florida   59-2714981     

AN COLLISION CENTER OF SARASOTA, INC. f/k/a Maroone Management Services, Inc.

     Florida   65-0721017

FIT KIT HOLDING, LLC

   Delaware   20-5225481     

MC/RII, LLC

     Ohio   31-1751162

Fit Kit, Inc.

   California   33-0115670     

Mealey Holdings, Inc.

     Florida   59-3280283

Florida Auto Corp.

   Delaware   65-0837116     

Metro Chrysler Jeep, Inc.

     Florida   59-3002195

Ford of Kirkland, Inc.

   Washington   91-1425985     

Midway Chevrolet, Inc.

     Texas   75-1631858

Fox Chevrolet, LLC

   Delaware   47-0922620     

Mike Hall Chevrolet, Inc.

     Delaware   74-1940031

HV Collision, LLC f/k/a Fox Imports, LLC

   Delaware   47-0922622     

Mike Shad Chrysler Plymouth Jeep Eagle, Inc.

     Florida   65-0731779

FOX MOTORS, LLC

   Delaware   47-0922619     

Mike Shad Ford, Inc.

     Florida   65-0730472

Fred Oakley Motors, Inc.

   Delaware   75-1524534     

MILLER-SUTHERLIN AUTOMOTIVE, LLC

     Delaware   65-0944177

FREMONT LUXURY IMPORTS HOLDING, LLC

   Delaware   20-5226133     

Mission Blvd. Motors, Inc.

     California   94-3179908

Ft. Lauderdale Nissan, Inc.

   Florida   65-0273822     

MR. WHEELS HOLDING, LLC

     Delaware   20-5225351

G.B. IMPORT SALES & SERVICE HOLDING, LLC

   Delaware   20-5224826     

Mr. Wheels, Inc.

     California   95-3050274

G.B. IMPORT SALES & SERVICE, LLC

   Delaware   65-0944605     

Mullinax East, LLC

     Delaware   57-1174463

GENE EVANS FORD, LLC

   Delaware   65-0944608     

MULLINAX FORD NORTH CANTON, INC.

     Ohio   34-1706005

George Sutherlin Nissan, LLC

   Delaware   47-0922627     

Mullinax Ford South, Inc.

     Florida   59-2745619

Government Boulevard Motors, Inc.

   Alabama   62-1502108     

Mullinax Lincoln-Mercury, Inc.

     Delaware   34-1555317

Gulf Management, Inc.

   Florida   59-2908603     

Mullinax Used Cars, Inc.

     Ohio   34-1663489

Hayward Dodge, Inc.

   Delaware   94-1689551     

Naperville Imports, Inc.

     Delaware   65-1151451

Hillard Auto Group, Inc.

   Texas   75-1965005     

NEWPORT BEACH CARS HOLDING, LLC

     Delaware   20-5224604

Hollywood Imports Limited, Inc.

   Florida   59-2025810     

NEWPORT BEACH CARS, LLC

     Delaware   65-0944175

Hollywood Kia, Inc.

   Florida   65-0619873     

Nichols Ford, Ltd.

     Texas   20-0057609

HORIZON CHEVROLET, INC.

   Ohio   34-1245635     

Nichols GP, LLC

     Delaware   33-1062338

HOUSE OF IMPORTS HOLDING, LLC

   Delaware   20-5226553     

Nissan of Brandon, Inc.

     Florida   59-2872723

House of Imports, Inc.

   California   95-2498811     

Northpoint Chevrolet, LLC

     Delaware   47-0922630

Houston Auto M. Imports Greenway, Ltd.

   Texas   20-0057720     

Northwest Financial Group, Inc.

     Washington   91-1666832

Houston Auto M. Imports North, Ltd.

   Texas   20-0058197     

Ontario Dodge, Inc.

     California   33-0380793

Houston Imports Greenway GP, LLC

   Delaware   56-2307542     

Oxnard Venture Holdings, Inc.

     Delaware   26-3454865

Houston Imports North GP, LLC

   Delaware   56-2307540     

Payton-Wright Ford Sales, Inc.

     Texas   75-1231297

IRVINE IMPORTS HOLDING, LLC

   Delaware   20-5225601     

Peyton Cramer Automotive

     California   33-0612289

Irvine Imports, Inc.

   California   33-0374310     

PEYTON CRAMER AUTOMOTIVE HOLDING, LLC

     Delaware   20-5226609

IRVINE TOYOTA/NISSAN/VOLVO LIMITED PARTNERSHIP

   Georgia   88-0377749     

PEYTON CRAMER F. HOLDING, LLC

     Delaware   20-5225040

JEMAUTCO, INC.

   Ohio   31-1153168     

Peyton Cramer Ford

     California   95-3410394

JERRY GLEASON CHEVROLET, INC.

   Illinois   36-2840037     

Peyton Cramer Infiniti

     California   33-0567152

Jerry Gleason Dodge, Inc.

   Illinois   36-4074146     

PEYTON CRAMER INFINITI HOLDING, LLC

     Delaware   20-5226653

Jim Quinlan Chevrolet Co.

   Delaware   59-1055603     

Peyton Cramer Jaguar

     California   33-0567150

Joe MacPherson Ford

   California   33-0180618     

Peyton Cramer Lincoln-Mercury

     California   33-0679879

Joe MacPherson Imports No. I

   California   33-0745137     

PEYTON CRAMER LM HOLDING, LLC

     Delaware   20-5224570

Joe MacPherson Infiniti

   California   33-0127306     

Pierce Automotive Corporation

     Arizona   86-0811184

JOE MACPHERSON INFINITI HOLDING, LLC

   Delaware   20-5224941     

PIERCE, LLC

     Delaware   65-0944638

JOE MACPHERSON OLDSMOBILE

   California   33-0293599     

Pitre Chrysler-Plymouth-Jeep of Scottsdale, Inc.

     Delaware   86-0928955

JOHN M. LANCE FORD, LLC

   Delaware   65-0944184     

Plains Chevrolet GP, LLC

     Delaware   06-1699677

J-R Advertising Company

   Colorado   84-1177523     

Plains Chevrolet, Ltd.

     Texas   20-0058622

J-R Motors Company North

   Colorado   84-1167355     

PMWQ, Inc.

     Nevada   75-2748417

J-R Motors Company South

   Colorado   84-1167319     

PMWQ, Ltd.

     Texas   75-2748419

JRJ Investments, Inc.

   Nevada   88-0199942     

Port City Imports, Inc.

     Texas   74-2403712

Kenyon Dodge, Inc.

   Florida   59-0479520     

Prime Auto Resources, Inc.

     California   33-0718037

King’s Crown Ford, Inc.

   Delaware   59-2018826     

Quality Nissan GP, LLC

     Delaware   06-1699678

NY Palisades Luxury Imports, Inc. f/k/a Kirkland Motors, Inc.

   Delaware   45-4496937     

Quality Nissan, Ltd.

     Texas   20-0058629

L.P. Evans Motors WPB, Inc.

   Florida   59-0684221     

Quinlan Motors, Inc.

     Florida   59-3268936

L.P. Evans Motors, Inc.

   Florida   59-0601584     

R. Coop Limited

     Colorado   84-1251979

Lance Children, Inc.

   Ohio   34-1789728     

R.L. Buscher II, Inc.

     Colorado   84-1171763

Leesburg Imports, LLC

   Delaware   06-1712528     

R.L. Buscher III, Inc.

     Colorado   84-1171764

Leesburg Motors, LLC

   Delaware   06-1712525     

Real Estate Holdings, Inc.

     Florida   65-0789583

Les Marks Chevrolet, Inc.

   Texas   76-0375065     

Republic Resources Company

     Delaware   51-0370517

Lew Webb’s Ford, Inc.

   California   33-0677560     

Republic Risk Management Services, Inc.

     Florida   65-0782124

LEW WEBB’S IRVINE NISSAN HOLDING, LLC

   Delaware   20-5225321     

Resources Aviation, Inc.

     Florida   65-0858501

Lew Webb’s Irvine Nissan, Inc.

   California   33-0374313     

RI Merger Corp.

     Colorado   84-1492421

Lewisville Imports GP, LLC

   Delaware   16-1640974     

RI/BB Acquisition Corp.

     Delaware   52-2127466

Lewisville Imports, Ltd.

   Texas   06-1647785     

RI/BBNM Acquisition Corp

     Arizona   86-0914399

Lot 4 Real Estate Holdings, LLC

   Delaware   32-0103034     

RI/BRC Real Estate Corp.

     California   65-0942312

Luxury Orlando Imports, Inc.

   Delaware   45-4496251     

RI/Hollywood Nissan Acquisition Corp.

     Delaware   65-0784675

MacHoward Leasing

   California   95-2267692     

RI/LLC Acquisition Corp.

     Colorado   84-1459545

MACHOWARD LEASING HOLDING, LLC

   Delaware   20-5224996     

RI/RMC Acquisition GP, LLC

     Delaware   33-1062340

MacPherson Enterprises, Inc.

   California   95-2706038     

RI/RMC Acquisition, Ltd.

     Texas   20-0057572

Magic Acquisition Corp.

   Delaware   65-0711428     

RI/RMP Acquisition Corp.

     Delaware   52-2109996

MAGIC ACQUISITION HOLDING, LLC

   Delaware   20-5226582            

Maitland Luxury Imports, Inc. f/k/a Auto Company XV, Inc.

   Delaware   45-4497658            

Marks Family Dealerships, Inc.

   Texas   74-1405873            

Marks Transport, Inc.

   Texas   76-0444883            

AN Motors of Ft. Lauderdale, Inc. f/k/a

   Florida   65-0721018            

Maroone Chevrolet Ft. Lauderdale, Inc.

                


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

    

Exact name of additional

registrant as

specified in its charter

    

State or Other

Jurisdiction of

Incorporation or

Organization

 

IRS

Employer

Identification

Number

RI/RMT Acquisition GP, LLC

   Delaware   02-0695720     

VALLEY CHEVROLET, LLC

     Delaware   47-0922623

RI/RMT Acquisition, Ltd.

   Texas   20-0058111     

VANDERBEEK MOTORS HOLDING, LLC

     Delaware   20-5226839

RI/WFI Acquisition Corporation

   Delaware   52-2124969     

Vanderbeek Motors, Inc.

     California   94-2494800

RKR Motors, Inc.

   Florida   65-0070349     

Vanderbeek Olds/GMC Truck, Inc.

     California   68-0072435

Roseville Motor Corporation

   California   94-2922942     

VANDERBEEK TRUCK HOLDING, LLC

     Delaware   20-5373982

ROSEVILLE MOTOR HOLDING, LLC

   Delaware   20-5225195     

VILLAGE MOTORS, LLC

     Delaware   65-0944660

Sahara Imports, Inc.

   Nevada   86-0869592     

Vince Wiese Chevrolet, Inc.

     Delaware   95-2703429

SAHARA NISSAN, INC.

   Nevada   88-0133547     

VINCE WIESE HOLDING, LLC

     Delaware   20-5226871

SAUL CHEVROLET HOLDING, LLC

   Delaware   20-5224718     

W.O. Bankston Nissan, Inc.

     Texas   75-1279211

SCM Realty, Inc.

   Florida   59-2640748     

WALLACE DODGE, LLC

     Delaware   65-0944659

SHAMROCK F. HOLDING, LLC

   Delaware   20-5226693     

WALLACE FORD, LLC

     Delaware   65-0944658

Shamrock Ford, Inc.

   California   94-2220473     

WALLACE LINCOLN-MERCURY, LLC

     Delaware   65-0944657

Six Jays LLC

   Colorado   84-1364768     

WALLACE NISSAN, LLC

     Delaware   65-0944655

SMI MOTORS HOLDING, LLC

   Delaware   20-5226719     

Webb Automotive Group, Inc.

     California   33-0338459

SMI Motors, Inc.

   California   95-4399082     

West Colorado Motors, LLC

     Delaware   65-0944593

AN San Jose Luxury Imports Holdings, LLC f/k/a SMYTHE EUROPEAN HOLDING, LLC

   Delaware   20-5225929     

West Colton Cars, Inc.

     California   77-0428114

AN San Jose Luxury Imports, Inc. f/k/a Smythe European, Inc.

   California   94-2633163     

West Side Motors, Inc.

     Tennessee   62-1030139

South Broadway Motors, LLC

   Delaware   65-0944625     

Westgate Chevrolet GP, LLC

     Delaware   06-1699676

Southwest Motors of Denver, LLC

   Delaware   65-0944643     

Westgate Chevrolet, Ltd.

     Texas   20-0058608

STAR MOTORS, LLC

   Delaware   65-0944646     

Westmont A. Imports, Inc.

     Delaware   65-0725800

Steakley Chevrolet GP, LLC

   Delaware   02-0695725     

Westmont B. Imports, Inc.

     Delaware   65-1151452

Steakley Chevrolet, Ltd.

   Texas   20-0058140     

Westmont M. Imports, Inc.

     Delaware   65-1151453

Steeplechase Motor Company

   Texas   76-0244476     

Woody Capital Investment Company II

     Colorado   84-1167986

STEVE MOORE CHEVROLET DELRAY, LLC

   Delaware   65-0944647     

Woody Capital Investment Company III

     Colorado   84-1167988

STEVE MOORE CHEVROLET, LLC

   Delaware   65-0944670     

Working Man’s Credit Plan, Inc.

     Texas   75-2458731

STEVENS CREEK HOLDING, LLC

   Delaware   20-5225154     

Allen Samuels Enterprises, Inc.

     Texas   75-2271986

Stevens Creek Luxury Imports Holding, LLC

   Delaware   45-4503334     

Allen Samuels Chevrolet of Corpus Christi, Inc.

     Texas   74-2652504

Stevens Creek Luxury Imports, Inc.

   Delaware   45-4496303     

Allen Samuels Chevrolet of Waco, Inc.

     Texas   74-1776820

Stevens Creek Motors, Inc.

   California   94-3010181     

TX Alliance Motors, Inc.

     Texas   74-2941297

Sunrise Nissan of Jacksonville, Inc.

   Florida   59-3427446     

TX Ennis Autoplex Motors, Inc.

     Texas   75-2301576

Sunrise Nissan of Orange Park, Inc.

   Florida   59-1357686     

TX Motors of North Richland Hills, Inc.

     Delaware   75-1574866

Sunset Pontiac-GMC Truck South, Inc.

   Florida   59-3128431     

TX West Houston Motors, Inc.

     Texas   74-2705707

Sunset Pontiac-GMC, Inc.

   Michigan   38-1919584     

TX Motors on Katy Freeway, Inc.

     Texas   74-2941811

Superior Nissan, Inc.

   North
Carolina
  62-1306501     

TX Motors on Southwest Loop, Inc.

     Texas   75-2095119

SUTHERLIN CHRYSLER-PLYMOUTH JEEP-EAGLE, LLC

   Delaware   65-0944667     

Auto Company 2016-1, Inc.

     Delaware   81-1349193

Sutherlin H. Imports, LLC

   Delaware   47-0922631     

Auto Company 2016-2, Inc.

     Delaware   81-1349321

Sutherlin Imports, LLC

   Delaware   65-0944664     

Auto Company 2016-3, Inc.

     Delaware   81-1349481

SUTHERLIN NISSAN, LLC

   Delaware   65-0944665     

Auto Company 2016-4, Inc.

     Delaware   81-1349630

Sutherlin Town Center, Inc.

   Georgia   58-2241820     

Auto Company 2016-5, Inc.

     Delaware   81-1367856

Tartan Advertising, Inc.

   California   33-0191704     

Auto Company 2016-6, Inc.

     Delaware   81-1367949

Tasha Incorporated

   California   94-2512050     

Auto Company 2016-7, Inc.

     Delaware   81-1368063

HVS Motors, LLC f/k/a TAYLOR JEEP EAGLE, LLC

   Delaware   65-0944662     

Auto Company 2016-8, Inc.

     Delaware   81-1368158

TERRY YORK MOTOR CARS HOLDING, LLC

   Delaware   20-5226742     

Auto Company 2016-9, Inc.

     Delaware   81-1387803

Terry York Motor Cars, Ltd.

   California   95-3549353     

Auto Company 2016-10, Inc.

     Delaware   81-1387945

Texan Ford Sales, Ltd.

   Texas   20-0058068     

Auto Company 2016-11, Inc.

     Delaware   81-1388043

Texan Ford, Inc.

   Texas   76-0207034     

Auto Company 2016-12, Inc.

     Delaware   81-1388255

Texan Sales GP, LLC

   Delaware   02-0695727     

Auto Company 2016-13, Inc.

     Delaware   81-1423815

Texas Management Companies LP, LLC

   Delaware   52-2135873     

Auto Company 2016-14, Inc.

     Delaware   81-1423892

The Consulting Source, Inc.

   Florida   59-2183874     

Auto Company 2016-15, Inc.

     Delaware   81-1423956

The Pierce Corporation II, Inc.

   Arizona   86-0743383     

Auto Company 2016-16, Inc.

     Delaware   81-1424011

Tinley Park A. Imports, Inc.

   Delaware   52-2124968     

Auto Company 2016-17, Inc.

     Delaware   81-1456473

Tinley Park J. Imports, Inc.

   Delaware   52-2104777     

Auto Company 2016-18, Inc.

     Delaware   81-1456551

Tinley Park V. Imports, Inc.

   Delaware   84-1041105     

Auto Company 2016-19, Inc.

     Delaware   81-1456608

TORRANCE NISSAN HOLDING, LLC

   Delaware   20-5224866     

Auto Company 2016-20, Inc.

     Delaware   81-1456666

TORRANCE NISSAN, LLC

   Delaware   65-0944661     

Auto Dealership 2016-1, LLC

     Delaware   81-1348781

Tousley Ford, Inc.

   Minnesota   41-0609970     

Auto Dealership 2016-2, LLC

     Delaware   81-1349768

TOYOTA CERRITOS LIMITED PARTNERSHIP

   Georgia   88-0377743     

Auto Dealership 2016-3, LLC

     Delaware   81-1368257

Triangle Corporation

   Delaware   52-2025037     

Auto Dealership 2016-4, LLC

     Delaware   81-1368355

T-West Sales & Service, Inc.

   Nevada   88-0235466     

Auto Dealership 2016-5, LLC

     Delaware   81-1388406

Valencia Auto Imports Holding, LLC

   Delaware   45-4503286     

Auto Dealership 2016-6, LLC

     Delaware   81-1388478

VALENCIA B. IMPORTS HOLDING, LLC

   Delaware   20-5225959     

Auto Dealership 2016-7, LLC

     Delaware   81-1424093

Valencia B. Imports, Inc.

   Delaware   20-0152054     

Auto Dealership 2016-8, LLC

     Delaware   81-1424163

Valencia Dodge

   California   95-3935812     

Auto Dealership 2016-9, LLC

     Delaware   81-1456370

VALENCIA DODGE HOLDING, LLC

   Delaware   20-5226772     

Auto Dealership 2016-10, LLC

     Delaware   81-1456416

VALENCIA H. IMPORTS HOLDING, LLC

   Delaware   20-5226809            

Valencia H. Imports, Inc.

   Delaware   20-0152004            

 

* All Additional Registrants have the following principal executive office:

c/o AutoNation, Inc.

200 SW 1st Ave

Fort Lauderdale, Florida 33301

(954) 769-6000


Table of Contents

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. Any prospectus supplement may also add, update or change information contained in this prospectus. 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. For general information about the distribution of securities offered, please see “Plan of Distribution” on page 4 of this prospectus.

 

 

Investing in our securities involves risks, including those described under “Risk Factors” beginning on page 1 of this prospectus. You should carefully read and consider these risk factors and the risk factors included in our periodic reports, in any prospectus supplement or free writing prospectus relating to specific offerings of securities and in other documents that we file with the Securities and Exchange Commission.

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 18, 2016


Table of Contents

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   

 

i


Table of Contents

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 (the “Securities Act”), and Section 21E of the Securities Exchange Act of 1934, as amended (the “Exchange Act”). All statements, other than statements of historical fact, included or incorporated by reference herein regarding our strategy, future operations, financial position, estimated financial results, planned transactions, projected costs, prospects, goals 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 retail 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 new vehicle sales are impacted by the incentive, marketing, and other programs of vehicle manufacturers.

 

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

 

    If we are not able to maintain and enhance our retail brands and reputation or to attract consumers to our own digital channels, or if events occur that damage our retail brands, reputation, or sales channels, our business and financial results may be harmed.

 

    New laws, regulations, or governmental policies regarding fuel economy and greenhouse gas emission standards, or changes to existing standards, may affect vehicle manufacturers’ ability to produce cost-effective vehicles or vehicles that consumers demand, which could adversely impact our business, results of operations, financial condition, cash flow, and prospects.

 

    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.

 

    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 purported 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.

 

ii


Table of Contents
    A failure of our information systems or any security breach or unauthorized disclosure of confidential information could have a material adverse effect on our business.

 

    Our debt agreements contain certain financial ratios and other restrictions on our ability to conduct our business, and our substantial indebtedness could adversely affect our financial condition and operations and prevent us from fulfilling our debt service obligations.

 

    We are subject to interest rate risk in connection with our vehicle floorplan payables, revolving credit facility, and commercial paper program that could have a material adverse effect on our profitability.

 

    Goodwill and other intangible assets comprise a significant portion of our total assets. We must test our goodwill and other 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 shareholders’ equity.

 

    Our largest stockholders, as a result of their ownership stakes in us, may have the ability to exert substantial influence over actions to be taken or approved by our stockholders or Board of Directors. In addition, future share repurchases and fluctuations in the levels of ownership of our largest stockholders could impact the volume of trading, liquidity, and market price of our common stock.

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.

 

iii


Table of Contents

ABOUT THIS PROSPECTUS

This prospectus is part of an “automatic shelf” registration statement that we filed with the Securities and Exchange Commission, or the SEC, as a “well-known seasoned issuer” as defined in Rule 405 under the Securities Act of 1933, as amended, or the Securities Act. Under this shelf registration process, we may sell, from time to time, an indeterminate amount of 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, which is not meant to be a complete description of each security. Each time that we sell securities, a prospectus supplement or a free writing prospectus containing specific information about the terms of that offering will be provided, including the specific amounts, prices and terms of the securities offered and the manner in which they will be offered. The prospectus supplement and any other offering material (including any free writing prospectus) may also add to, update or change information contained in this prospectus or in documents we have incorporated by reference into this prospectus. We urge you to read both this prospectus and any prospectus supplement and any other offering material (including any free writing prospectus) prepared by or on behalf of us for a specific offering of securities, together with the additional information described under the heading “Where You Can Find Additional Information” on page 4 of this prospectus. We have not authorized anyone to provide any information other than that contained or incorporated by reference in this prospectus, any prospectus supplement or any free writing prospectus prepared by or on behalf of us or to which we have referred you. We take no responsibility for, and can provide no assurance as to the reliability of, any other information that others may give you. We are not making an offer to sell or soliciting an offer to purchase these securities in any jurisdiction where the offer or sale is not permitted.

You should not assume that the information contained in this prospectus, any prospectus supplement or any 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. Our business, financial condition, results of operations and prospects may have changed since those dates.

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.

 

iv


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, 2015, we owned and operated 342 new vehicle franchises from 254 stores located in the United States, predominantly in major metropolitan markets in the Sunbelt region. Our stores sell 35 different new vehicle brands. The core brands of new vehicles that we sell, representing approximately 95% of the new vehicles that we sold in 2015, are manufactured by Toyota (including Lexus), Ford, Honda, Nissan, General Motors, Mercedes-Benz, FCA US (formerly Chrysler), BMW, and Volkswagen (including Audi and Porsche).

We offer a diversified range of automotive products and services, including new vehicles, used vehicles, “parts and service,” which includes automotive repair and maintenance services as well as wholesale parts and collision businesses, and automotive “finance and insurance” products, which include vehicle service and other protection products, as well as the arranging of financing for vehicle purchases through third-party finance sources.

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 website at www.autonation.com. Information contained in or accessed through our website and social media channels does not constitute a part of this prospectus.

RISK FACTORS

Investing in our securities involves risks. Before you decide whether to purchase any of our securities, in addition to the other information, documents or reports included or incorporated by reference into this prospectus and any prospectus supplement or other offering materials (including any free writing prospectus), you should carefully consider the risk factors described in the section entitled “Risk Factors” in (i) any prospectus supplement or free writing prospectus; (ii) our most recent Annual Report on Form 10-K; and (iii) any Quarterly Reports on Form 10-Q and Current Reports on Form 8-K filed subsequent to such Annual Report on Form 10-K, each of which is incorporated by reference into this prospectus and any prospectus supplement in its entirety, and as the same may be amended, supplemented or superseded from time to time by our filings under the Securities Exchange Act of 1934, as amended, or the Exchange Act. For more information, see the section entitled “Where You Can Find Additional Information” on page 4 of this prospectus. These risks could materially and adversely affect our business, financial condition or operating results and could result in a partial or complete loss of your investment. Furthermore, additional risks and uncertainties not presently known to us, or that we currently deem immaterial, may also affect our operations.

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, construction of new facilities, repayment or refinancing of debt, share repurchases 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,  
     2015      2014      2013      2012      2011  

Ratio of earnings to fixed charges

     5.3         5.3         4.8         4.4         4.6   

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, plus 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.

 

1


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, par value $0.01 per share, and 5,000,000 shares of preferred stock, par value $0.01 per share. As of February 8, 2016, there were 107,224,827 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.

Advance Notice of Stockholder Proposals or Nominations

Our By-Laws provide that stockholders 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 stockholder who was a stockholder

 

2


Table of Contents

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 stockholder’s intention to bring that proposal or nomination before the meeting. In addition to certain other applicable requirements, for a stockholder proposal or nomination to be properly brought before an annual meeting by a stockholder, such stockholder 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 stockholders. 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 Stockholders

Our By-Laws deny stockholders the right to call a special meeting of stockholders. Our By-Laws provide that only the Board may call special meetings of the stockholders. 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.

 

3


Table of Contents

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 website 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, 2015, filed with the SEC on February 11, 2016;

 

    Our Current Report on Form 8-K filed with the SEC on February 17, 2016; 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

 

4


Table of Contents

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, 2015 and 2014, and for each of the years in the three-year period ended December 31, 2015, and management’s assessment of the effectiveness of internal control over financial reporting as of December 31, 2015 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 on the effectiveness of internal control over financial reporting as of December 31, 2015, contains an explanatory paragraph that states that AutoNation, Inc. acquired fourteen stores in the fourth quarter of 2015, and management excluded from its assessment of the effectiveness of AutoNation, Inc.’s internal control over financial reporting as of December 31, 2015, the fourteen stores, which had less than 2.5% of total assets and less than 0.5% of total revenue included in the consolidated financial statements of AutoNation, Inc. and subsidiaries as of and for the year ended December 31, 2015. Our audit of internal control over financial reporting of AutoNation, Inc. also excluded an evaluation of the internal control over financial reporting of the fourteen stores.

 

5


Table of Contents

PART II

INFORMATION NOT REQUIRED IN PROSPECTUS

 

ITEM 14. OTHER EXPENSES OF ISSUANCE AND DISTRIBUTION

The following table sets forth the costs and expenses to be borne by us in connection with the sale of the securities being registered hereby.

 

     Amount to be Paid  

Registration fee

   $      *

Printing fees and expenses

   $      **

Legal fees and expenses

   $      **

Accounting fees and expenses

   $      **

Trustee fees and expenses

   $      **

Miscellaneous expenses

   $      **
  

 

 

 

TOTAL

   $      **

 

* The registrant is deferring payment of the registration fee in reliance on Rule 456(b) and Rule 457(r) under the Securities Act.
** Not presently known.

 

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 or 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 any 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 such 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 or her 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.

 

II-1


Table of Contents

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 to indemnification. Indemnification pursuant to these provisions is not exclusive of any other rights to which those seeking indemnification may be entitled under the Certificate of Incorporation, 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    Indenture, dated as of April 14, 2010, between AutoNation, Inc. and Wells Fargo Bank, National Association, as trustee (incorporated by reference to Exhibit 4.1 to the Company’s Current Report on Form 8-K filed with the SEC on April 15, 2010)
  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 March 23, 2012)
  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 Skadden, Arps, Slate, Meagher & Flom LLP
  5.2    Opinion of C. Coleman G. Edmunds, Senior Vice President, Deputy General Counsel and Assistant Secretary of the Company
12.1    Statement Regarding Computation of Ratio of Earnings to Fixed Charges (incorporated by reference to Exhibit 12.1 to the Company’s Annual Report on Form 10-K filed with the SEC on February 11, 2016)
23.1    Consent of KPMG LLP
23.2    Consent of Skadden, Arps, Slate, Meagher & Flom LLP (included in Exhibit 5.1)
23.3    Consent of C. Coleman G. Edmunds (included in Exhibit 5.2)
24.1    Powers of Attorney (included on the signature pages of the Registration Statement)
25.1    Statement of Eligibility on Form T-1 under the Trust Indenture Act of 1939 of Wells Fargo Bank, National Association

 

* To be filed by amendment or incorporated by reference in connection with the offering of any securities, as appropriate.

 

II-2


Table of Contents
ITEM 17. UNDERTAKINGS

(a) The undersigned registrant hereby undertakes:

(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;

(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 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 the 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 that 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) 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;

 

II-3


Table of Contents

The undersigned registrant undertakes that in a primary offering of securities of the undersigned 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 undersigned 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 undersigned 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 undersigned registrant or used or referred to by the undersigned registrant;

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

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

(b) The undersigned registrant hereby undertakes 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.

(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 Act 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, 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 Act and will be governed by the final adjudication of such issue.

 

II-4


Table of Contents

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, State of Florida, on February 17, 2016.

 

AUTONATION, INC.
By:  

/s/ Michael J. Jackson

  Michael J. Jackson
  Chairman of the Board, Chief Executive Officer and President

POWERS OF ATTORNEY

KNOWN ALL PERSONS BY THESE PRESENTS, that each person whose signature appears below hereby constitutes and appoints Michael J. Jackson and Jonathan P. Ferrando, and each of them acting individually, 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) 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, and each of them, 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 the substitute or substitutes of any of them, may lawfully do or cause to be done by virtue hereof.

Pursuant to the requirements of the Securities Act of 1933, this registration statement has been signed by the following persons in the capacities and on the dates indicated.

 

Signature

  

Title

 

Date

/s/ Michael J. Jackson

  

Chairman of the Board, Chief Executive Officer and President (Principal Executive Officer)

  February 17, 2016
Michael J. Jackson     

/s/ Cheryl Miller

  

Executive Vice President and Chief Financial Officer (Principal Financial Officer)

  February 17, 2016
Cheryl Miller     

/s/ Christopher R. Cade

  

Vice President and Chief Accounting Officer (Principal Accounting Officer)

  February 17, 2016
Christopher R. Cade     

/s/ Robert J. Brown

  

Director

  February 17, 2016
Robert J. Brown     

/s/ Rick L. Burdick

  

Director

  February 17, 2016
Rick L. Burdick     

/s/ Tomago Collins

  

Director

  February 17, 2016
Tomago Collins     

/s/ David B. Edleson

  

Director

  February 17, 2016
David B. Edelson     

/s/ Robert R. Grusky

  

Director

  February 17, 2016
Robert R. Grusky     

 

II-5


Table of Contents

/s/ Kaveh Khosrowshahi

  

Director

  February 17, 2016
Kaveh Khosrowshahi     

/s/ Michael Larson

  

Director

  February 17, 2016
Michael Larson     

/s/ G. Mike Mikan

  

Director

  February 17, 2016
G. Mike Mikan     

/s/ Alison H. Rosenthal

  

Director

  February 17, 2016
Alison H. Rosenthal     

 

II-6


Table of Contents

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, State of Florida, on February 17, 2016.

 

7 ROD REAL ESTATE NORTH, A LIMITED LIABILITY COMPANY

7 ROD REAL ESTATE SOUTH, A LIMITED LIABILITY COMPANY

ABRAHAM CHEVROLET-TAMPA, INC.

ALBERT BERRY MOTORS, INC.

ALL-STATE RENT A CAR, INC.

AN CJ VALENCIA, INC.

AN CORPORATE MANAGEMENT PAYROLL CORP.

AN DEALERSHIP HOLDING CORP.

AN TUCSON IMPORTS, LLC

AN WEST CENTRAL REGION MANAGEMENT, LLC

AN/GMF, INC.

AN/KPBG MOTORS, INC.

AN/MF ACQUISITION CORP

ANDERSON CHEVROLET

ANDERSON CHEVROLET LOS GATOS, INC.

ANDERSON CUPERTINO, INC.

AUTO AD AGENCY, INC.

AUTO COMPANY XL, INC.

AUTO COMPANY XLI, INC.

AUTO COMPANY XLII, INC.

AUTO COMPANY XLIII, INC.

AUTO COMPANY XLIV, INC.

AUTO COMPANY XLV, INC.

AUTO COMPANY XXIX, INC.

AUTO COMPANY XXVII, INC.

AUTO COMPANY XXVIII, INC.

AUTO COMPANY XXX, INC.

AUTO COMPANY XXXI, INC.

AUTO COMPANY XXXII, INC.

AUTO COMPANY XXXIII, INC.

AUTO COMPANY XXXIV, INC.

AUTO COMPANY XXXIX, INC.

AUTO COMPANY XXXV, INC.

AUTO COMPANY XXXVI, INC.

AUTO COMPANY XXXVII, INC.

AUTO COMPANY XXXVIII, INC.

AUTO DEALERSHIP VII, LLC

AUTO DEALERSHIP XX, LLC

AUTO DEALERSHIP XXI, LLC

AUTO DEALERSHIP XXII, LLC

AUTO DEALERSHIP XXIII, LLC

AUTO DEALERSHIP XXIV, LLC

AUTO DEALERSHIP XXIX, LLC

AUTO DEALERSHIP XXV, LLC

AUTO DEALERSHIP XXVI, LLC

AUTO DEALERSHIP XXVII, LLC

AUTO DEALERSHIP XXVIII, LLC

AUTO DEALERSHIP XXX, LLC

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.

CHAMPION CHEVROLET HOLDING, LLC

CHAMPION CHEVROLET, LLC

CHAMPION FORD, INC.

CHARLIE THOMAS CHRYSLER-PLYMOUTH, INC.

CHESROWN AUTO, LLC

CHESROWN FORD, INC.

CJ VALENCIA HOLDING, LLC

CONSUMER CAR CARE CORPORATION

CORPORATE PROPERTIES HOLDING, INC.

COURTESY AUTO GROUP, INC.

DEAL DODGE OF DES PLAINES, INC.

DEALERSHIP PROPERTIES, INC.

DESERT CHRYSLER-PLYMOUTH, INC.

DESERT DODGE, INC.

DON-A-VEE JEEP-EAGLE, INC.

DRIVER`S MART WORLDWIDE, INC.

EASTGATE FORD, INC.

EL MONTE IMPORTS HOLDING, LLC

EL MONTE IMPORTS, INC.

EL MONTE MOTORS HOLDING, LLC

EL MONTE MOTORS, INC.

FLORIDA AUTO CORP.

FORD OF KIRKLAND, INC.

FRED OAKLEY MOTORS, INC.

HAYWARD DODGE, INC.

HORIZON CHEVROLET, INC.

JEMAUTCO, INC.

JERRY GLEASON CHEVROLET, INC.

JERRY GLEASON DODGE, INC.

JOE MACPHERSON IMPORTS NO. I

JOE MACPHERSON OLDSMOBILE

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.

MC/RII, LLC

METRO CHRYSLER JEEP, INC.

MIKE SHAD CHRYSLER PLYMOUTH JEEP EAGLE, INC.

MISSION BLVD. MOTORS, INC.

MULLINAX LINCOLN-MERCURY, INC.

ONTARIO DODGE, INC.

PAYTON-WRIGHT FORD SALES, INC.

PEYTON CRAMER JAGUAR

PEYTON CRAMER LINCOLN-MERCURY

PEYTON CRAMER LM HOLDING, LLC

PITRE CHRYSLER-PLYMOUTH-JEEP OF SCOTTSDALE, INC.

PMWQ, INC.

PMWQ, LTD.
BY: PMWQ, INC.
  ITS: GENERAL PARTNER

REAL ESTATE HOLDINGS, INC.

REPUBLIC RESOURCES COMPANY

REPUBLIC RISK MANAGEMENT SERVICES, INC.

RESOURCES AVIATION, INC.

RI MERGER CORP.

RI/BBNM ACQUISITION CORP.

RI/BRC REAL ESTATE CORP.

RI/RMP ACQUISITION CORP.

RI/WFI ACQUISITION CORPORATION

SAUL CHEVROLET HOLDING, LLC

SCM REALTY, INC.

SHAMROCK F. HOLDING, LLC

SHAMROCK FORD, INC.

SIX JAYS LLC

SMI MOTORS HOLDING, LLC

SMI MOTORS, INC.

STEAKLEY CHEVROLET GP, LLC

STEAKLEY CHEVROLET, LTD.

BY: STEAKLEY CHEVROLET GP, LLC
  ITS: GENERAL PARTNER

STEEPLECHASE MOTOR COMPANY

SUNSET PONTIAC-GMC TRUCK SOUTH, INC.

 

 

II-7


Table of Contents

SUTHERLIN CHRYSLER-PLYMOUTH JEEP-EAGLE,

LLC

TARTAN ADVERTISING, 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

VALENCIA DODGE

VALENCIA DODGE HOLDING, LLC

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.

AUTONATION FINANCIAL SERVICES, LLC

DEALERSHIP REALTY CORPORATION

ALLEN SAMUELS ENTERPRISES, INC.

AUTO COMPANY 2016-1, INC.

AUTO COMPANY 2016-2, INC.

AUTO COMPANY 2016-3, INC.

AUTO COMPANY 2016-4, INC.

AUTO COMPANY 2016-5, INC.

AUTO COMPANY 2016-6, INC.

AUTO COMPANY 2016-7, INC.

AUTO COMPANY 2016-8, INC.

AUTO COMPANY 2016-9, INC.

AUTO COMPANY 2016-10, INC.

AUTO COMPANY 2016-11, INC.

AUTO COMPANY 2016-12, INC.

AUTO COMPANY 2016-13, INC.

AUTO COMPANY 2016-14, INC.

AUTO COMPANY 2016-15, INC.

AUTO COMPANY 2016-16, INC.

AUTO COMPANY 2016-17, INC.

AUTO COMPANY 2016-18, INC.

AUTO COMPANY 2016-19, INC.

AUTO COMPANY 2016-20, INC.

AUTO DEALERSHIP 2016-1, LLC

AUTO DEALERSHIP 2016-2, LLC

AUTO DEALERSHIP 2016-3, LLC

AUTO DEALERSHIP 2016-4, LLC

AUTO DEALERSHIP 2016-5, LLC

AUTO DEALERSHIP 2016-6, LLC

AUTO DEALERSHIP 2016-7, LLC

AUTO DEALERSHIP 2016-8, LLC

AUTO DEALERSHIP 2016-9, LLC

AUTO DEALERSHIP 2016-10, LLC

 

 

By:  

/s/ William R. Berman

 

William R. Berman

President

 

II-8


Table of Contents

POWERS OF ATTORNEY

KNOWN ALL PERSONS BY THESE PRESENTS, that each person whose signature appears below hereby constitutes and appoints Michael J. Jackson and Jonathan P. Ferrando, and each of them acting individually, 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) 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, and each of them, 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 the substitute or substitutes of any of them, may lawfully do or cause to be done by virtue hereof.

Pursuant to the requirements of the Securities Act of 1933, 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 Director (as to corporate registrants)/Manager (as to limited liability company registrants) (Principal Executive Officer)

  February 17, 2016

/s/ Andrew Wamser

Andrew Wamser

  

Treasurer (Principal Financial Officer and Principal Accounting Officer)

  February 17, 2016

/s/ Jonathan P. Ferrando

Jonathan P. Ferrando

  

Director (as to corporate registrants)/Manager (as to limited liability company registrants)

 

February 17, 2016

 

II-9


Table of Contents

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 Clearwater, State of Florida, on February 17, 2016.

 

ABRAHAM CHEVROLET-MIAMI, INC.

LUXURY ORLANDO IMPORTS, INC.

AN CADILLAC OF WPB, LLC

AN FLORIDA REGION MANAGEMENT, LLC

AN FORT MYERS IMPORTS, LLC

AN IMPORTS OF FT. LAUDERDALE, INC.

AN IMPORTS ON WESTON ROAD, INC.

AN LUXURY IMPORTS OF COCONUT CREEK, INC.

AN LUXURY IMPORTS OF PALM BEACH, INC.

AN LUXURY IMPORTS OF PEMBROKE PINES, INC.

AN LUXURY IMPORTS OF SANFORD, LLC

AN LUXURY IMPORTS OF SARASOTA, INC.

AN MOTORS OF BROOKSVILLE, INC.

AN MOTORS OF DELRAY BEACH, INC.

AUTOHAUS HOLDINGS, 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 MANAGMENT, INC.
  ITS: GENERAL PARTNER

FIRST TEAM JEEP EAGLE, CHRYSLER-PLYMOUTH, LTD.

BY: FIRST TEAM MANAGEMENT, INC.
  ITS: GENERAL PARTNER

FIRST TEAM MANAGEMENT, INC.

FT. LAUDERDALE NISSAN, INC.

GULF MANAGEMENT, INC.

JIM QUINLAN CHEVROLET CO.

KING’S CROWN FORD, INC.

L.P. EVANS MOTORS WPB, INC.

L.P. EVANS MOTORS, INC.

AN MOTORS ON FEDERAL HIGHWAY, LLC

MAITLAND LUXURY IMPORTS, INC.

MEALEY HOLDINGS, INC.

MIKE SHAD FORD, INC.

MULLINAX FORD SOUTH, INC.

NISSAN OF BRANDON, INC.

PEMBROKE MOTORS, 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

SUNRISE NISSAN OF JACKSONVILLE, INC.

SUNRISE NISSAN OF ORANGE PARK, INC.

SUNSET PONTIAC-GMC, INC.

SUTHERLIN IMPORTS, LLC

WALLACE FORD, LLC

WALLACE NISSAN, LLC

AUTO DEALERSHIP V, LLC

AN COLLISION CENTER FTL SOUTH, INC.

HOLLYWOOD IMPORTS LIMITED, INC.

AN MOTORS OF FT. LAUDERDALE, INC.

AN MOTORS OF PEMBROKE, LLC

HOLLYWOOD KIA, INC.

EMPIRE SERVICES AGENCY, INC.

AMERICAN WAY MOTORS, INC.

AN CENTRAL REGION MANAGEMENT, LLC

AN F. IMPORTS OF ATLANTA, LLC

AN H. IMPORTS OF ATLANTA, LLC

AN LUXURY IMPORTS OF MARIETTA, LLC

AN MOTORS OF MEMPHIS, INC.

AN T. IMPORTS OF ATLANTA, LLC

AN/MNI ACQUISITION CORP.

AUTONATION IMPORTS OF LITHIA SPRINGS, LLC

BILL AYARES CHEVROLET, LLC

CHUCK CLANCY FORD OF MARIETTA, LLC

COOK-WHITEHEAD FORD, INC.

COVINGTON PIKE MOTORS, INC.

DOBBS FORD OF MEMPHIS, INC.

DOBBS FORD, INC.

DOBBS MOBILE BAY, INC.

ED MULLINAX FORD, LLC

FOX CHEVROLET, LLC

FOX MOTORS, LLC

GENE EVANS FORD, LLC

GEORGE SUTHERLIN NISSAN, LLC

GOVERNMENT BOULEVARD MOTORS, INC.

JOHN M. LANCE FORD, LLC

LANCE CHILDREN, INC.

LEESBURG IMPORTS, LLC

LEESBURG MOTORS, LLC

LOT 4 REAL ESTATE HOLDINGS, LLC

MILLER-SUTHERLIN AUTOMOTIVE, LLC

MULLINAX EAST, LLC

MULLINAX FORD NORTH CANTON, INC.

MULLINAX USED CARS, INC.

NORTHPOINT CHEVROLET, LLC

SUTHERLIN H. IMPORTS, LLC

SUTHERLIN NISSAN, LLC

SUTHERLIN TOWN CENTER, INC.

VALLEY CHEVROLET, LLC

WEST SIDE MOTORS, INC.

AUTO COMPANY XVII, INC.

AUTO DEALERSHIP VI, LLC

AUTO COMPANY XXVI, INC.

HVA IMPORTS, LLC

 

 

II-10


Table of Contents

HVM IMPORTS, LLC

HVS MOTORS, LLC

HVVW MOTORS, LLC

HV COLLISION, LLC

AN COLLISION CENTER OF SARASOTA, INC.

NY MT. KISCO LUXURY IMPORTS, INC.

NY PALISADES LUXURY IMPORTS, INC.

NY LUXURY MOTORS OF MT. KISCO, INC.

NY WHITE PLAINS LUXURY IMPORTS, INC.

NY LNR LUXURY IMPORTS, INC.

AL F-L MOTORS, LLC

AL FORT PAYNE MOTORS, LLC

GA CDJR MOTORS, LLC

GA H IMPORTS, LLC

GA HY IMPORTS, LLC

GA F IMPORTS, LLC

GA COLUMBUS IMPORTS, LLC

TN CDJR MOTORS, LLC

TN F IMPORTS, LLC

 

 

By:  

/s/ James R. Bender

 

James R. Bender

President

 

II-11


Table of Contents

POWERS OF ATTORNEY

KNOWN ALL PERSONS BY THESE PRESENTS, that each person whose signature appears below hereby constitutes and appoints Michael J. Jackson and Jonathan P. Ferrando, and each of them acting individually, 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) 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, and each of them, 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 the substitute or substitutes of any of them, may lawfully do or cause to be done by virtue hereof.

Pursuant to the requirements of the Securities Act of 1933, 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 (as to corporate registrants)/Manager (as to limited liability company registrants) (Principal Executive Officer)

  February 17, 2016

/s/ David Christopher Bruder

David Christopher Bruder

  

Treasurer (Principal Financial Officer and Principal Accounting Officer)

  February 17, 2016

 

II-12


Table of Contents

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 Dallas, State of Texas, on February 17, 2016.

 

AN COLLISION CENTER OF ADDISON, INC.

AN COLLISION CENTER OF NORTH HOUSTON, INC.

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 T. IMPORTS GP, LLC

AN MOTORS ON SOUTH PADRE, LP F/K/A 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 ADV. GP, LLC
  ITS: GENERAL PARTNER

AN CORPUS CHRISTI MOTORS, INC.

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: AUTONATION NORTH TEXAS MANAGEMENT GP, LLC
  ITS: GENERAL PARTNER

AUTO COMPANY IX, INC.

AUTO COMPANY VI, INC.

AUTO COMPANY VII, INC.

AUTO COMPANY VIII, INC.

AUTO COMPANY XI, INC.

AUTO COMPANY XII, INC.

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, LLC
  ITS: GENERAL PARTNER

CHARLIE HILLARD, INC.

CHARLIE THOMAS CHEVROLET GP, LLC

CHARLIE THOMAS CHEVROLET, LTD.

BY: BENGAL MOTORS, INC.
  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

CORPUS CHRISTI COLLISION CENTER, INC.

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.

MIDWAY CHEVROLET, 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, LTD.

BY: RI/RMT ACQUISITION GP, LLC
  ITS: GENERAL PARTNER

RI/RMT ACQUISITION GP, LLC

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

AN F. IMPORTS OF NORTH DENVER, LLC

AN/CF ACQUISITION CORP.

AUTO DEALERSHIP III, LLC

AUTO DEALERSHIP IV, LLC

C. GARRETT, INC.

CENTENNIAL AUTOMOTIVE, LLC

CHESROWN CHEVROLET, LLC

CHESROWN COLLISION CENTER, INC.

COURTESY BROADWAY, LLC

EMICH SUBARU WEST, LLC

J-R ADVERTISING COMPANY

 

 

II-13


Table of Contents

J-R MOTORS COMPANY NORTH

BY: WOODY CAPITAL INVESTMENT CO.III
  ITS: GENERAL PARTNER
BY: R. COOP LIMITED
  ITS: GENERAL PARTNER
BY: R.L. BUSCHER III, INC.
  ITS: GENERAL PARTNER

J-R MOTORS COMPANY SOUTH

BY: WOODY CAPITAL INVESTMENT CO II
  ITS: GENERAL PARTNER
BY: C. GARRETT, INC.
  ITS: GENERAL PARTNER
BY: R.L. BUSCHER II, INC.
  ITS: GENERAL PARTNER

NAPERVILLE IMPORTS, INC.

R. COOP LIMITED

R.L. BUSCHER II, INC.

R.L. BUSCHER III, INC.

RI/LLC ACQUISITION CORP.

SOUTH BROADWAY MOTORS, LLC

SOUTHWEST MOTORS OF DENVER, LLC

SUPERIOR NISSAN, INC.

TOUSLEY FORD, INC.

VILLAGE MOTORS, LLC

WEST COLORADO MOTORS, LLC

WESTMONT A. IMPORTS, INC.

WESTMONT B. IMPORTS, INC.

WESTMONT M. IMPORTS, INC.

WOODY CAPITAL INVESTMENT COMPANY II

WOODY CAPITAL INVESTMENT COMPANY III

ALLEN SAMUELS CHEVROLET OF CORPUS CHRISTI, INC.

ALLEN SAMUELS CHEVROLET OF WACO, INC.

TX ALLIANCE MOTORS, INC.

TX ENNIS AUTOPLEX MOTORS, INC.

TX MOTORS ON KATY FREEWAY, INC.

TX MOTORS ON SOUTHWEST LOOP, INC.

TX WEST HOUSTON MOTORS, INC.

TX MOTORS OF NORTH RICHLAND HILLS, INC.

 

 

By:  

/s/ Ronald J. Ardissone

 

Ronald J. Ardissone

President

 

II-14


Table of Contents

POWERS OF ATTORNEY

KNOWN ALL PERSONS BY THESE PRESENTS, that each person whose signature appears below hereby constitutes and appoints Michael J. Jackson and Jonathan P. Ferrando, and each of them acting individually, 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) 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, and each of them, 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 the substitute or substitutes of any of them, may lawfully do or cause to be done by virtue hereof.

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

 

Signature

  

Title(s)

 

Date

/s/ Ronald J. Ardissone

Ronald J. Ardissone

  

President and Sole Director (as to corporate registrants)/Manager (as to limited liability company registrants) (Principal Executive Officer)

  February 17, 2016

/s/ Maura Berney

Maura Berney

  

Treasurer (Principal Financial Officer and Principal Accounting Officer)

  February 17, 2016

 

II-15


Table of Contents

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 Costa Mesa, State of California, on February 17, 2016.

 

COSTA MESA CARS, INC.
By:  

/s/ Aaron Duport

 

Aaron Duport

President

POWER OF ATTORNEY

KNOWN ALL PERSONS BY THESE PRESENTS, that each person whose signature appears below hereby constitutes and appoints Michael J. Jackson and Jonathan P. Ferrando, and each of them acting individually, 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) 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, and each of them, 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 the substitute or substitutes of any of them, may lawfully do or cause to be done by virtue hereof.

Pursuant to the requirements of the Securities Act of 1933, this registration statement has been signed below by the following person in the capacities and on the date indicated.

 

Signature

  

Title(s)

 

Date

/s/ Aaron Duport

Aaron Duport

  

President and Sole Director (Principal Executive Officer)

  February 17, 2016

/s/ Ken Dittmer

Ken Dittmer

  

Treasurer (Principal Financial Officer and Principal Accounting Officer)

  February 17, 2016

 

II-16


Table of Contents

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 Encinitas, State of California, on February 17, 2016.

 

AN LUXURY IMPORTS OF SAN DIEGO, INC.
By:  

/s/ Darrin Fetterolf

 

Darrin Fetterolf

President

POWER OF ATTORNEY

KNOWN ALL PERSONS BY THESE PRESENTS, that each person whose signature appears below hereby constitutes and appoints Michael J. Jackson and Jonathan P. Ferrando, and each of them acting individually, 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) 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, and each of them, 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 the substitute or substitutes of any of them, may lawfully do or cause to be done by virtue hereof.

Pursuant to the requirements of the Securities Act of 1933, this registration statement has been signed below by the following person in the capacities and on the date indicated.

 

Signature

  

Title(s)

 

Date

/s/ Darrin Fetterolf

Darrin Fetterolf

  

President and Sole Director (Principal Executive Officer)

  February 17, 2016

/s/ Ken Dittmer

Ken Dittmer

  

Treasurer (Principal Financial Officer and Principal Accounting Officer)

  February 17, 2016

 

II-17


Table of Contents

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 Valencia, State of California, on February 17, 2016.

 

VALENCIA H. IMPORTS, INC.
By:  

/s/ Sam DiMaggio

 

Sam DiMaggio

President

POWER OF ATTORNEY

KNOWN ALL PERSONS BY THESE PRESENTS, that the individual whose signature appears below hereby KNOWN ALL PERSONS BY THESE PRESENTS, that each person whose signature appears below hereby constitutes and appoints Michael J. Jackson and Jonathan P. Ferrando, and each of them acting individually, 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) 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, and each of them, 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 the substitute or substitutes of any of them, may lawfully do or cause to be done by virtue hereof.

Pursuant to the requirements of the Securities Act of 1933, this registration statement has been signed below by the following person in the capacities and on the date indicated.

 

Signature

  

Title(s)

 

Date

/s/ Aaron Duport

Aaron Duport

  

President and Sole Director (Principal Executive Officer)

  February 17, 2016

/s/ Kattie Garren

Kattie Garren

  

Treasurer (Principal Financial Officer and Principal Accounting Officer)

  February 17, 2016

 

II-18


Table of Contents

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 Torrance, State of California, on February 17, 2016.

 

CARWELL, LLC
By:  

/s/ Gary Pilikyan

 

Gary Pilikyan

President

POWERS OF ATTORNEY

KNOWN ALL PERSONS BY THESE PRESENTS, that each person whose signature appears below hereby constitutes and appoints Michael J. Jackson and Jonathan P. Ferrando, and each of them acting individually, 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) 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, and each of them, 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 the substitute or substitutes of any of them, may lawfully do or cause to be done by virtue hereof.

Pursuant to the requirements of the Securities Act of 1933, this registration statement has been signed below by the following person in the capacities and on the date indicated.

 

Signature

  

Title(s)

 

Date

/s/ Gary Pilikyan

Gary Pilikyan

  

President and Manager (Principal Executive Officer)

  February 17, 2016

/s/ Linda Terashita

Linda Terashita

  

Vice President, Secretary and Manager

  February 17, 2016

/s/ David Sheu

David Sheu

  

Treasurer (Principal Financial Officer and Principal Accounting Officer)

  February 17, 2016

 

II-19


Table of Contents

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 Valencia, State of California, on February 17, 2016.

 

VINCE WIESE CHEVROLET, INC.
By:  

/s/ Mark LeCompte

 

Mark LeCompte

President

POWER OF ATTORNEY

KNOWN ALL PERSONS BY THESE PRESENTS, that each person whose signature appears below hereby constitutes and appoints Michael J. Jackson and Jonathan P. Ferrando, and each of them acting individually, 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) 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, and each of them, 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 the substitute or substitutes of any of them, may lawfully do or cause to be done by virtue hereof.

Pursuant to the requirements of the Securities Act of 1933, this registration statement has been signed below by the following person in the capacities and on the date indicated.

 

Signature

  

Title(s)

 

Date

/s/ Mark LeCompte

Mark LeCompte

  

President and Sole Director (Principal Executive Officer)

  February 17, 2016

/s/ Erin Marrone

Erin Marrone

  

Treasurer (Principal Financial Officer and Principal Accounting Officer)

  February 17, 2016

 

II-20


Table of Contents

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 Torrance, State of California, on February 17, 2016.

 

PEYTON CRAMER FORD
By:  

/s/ Aman Abraham

 

Aman Abraham

President

POWER OF ATTORNEY

KNOWN ALL PERSONS BY THESE PRESENTS, that each person whose signature appears below hereby constitutes and appoints Michael J. Jackson and Jonathan P. Ferrando, and each of them acting individually, 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) 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, and each of them, 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 the substitute or substitutes of any of them, may lawfully do or cause to be done by virtue hereof.

Pursuant to the requirements of the Securities Act of 1933, this registration statement has been signed below by the following person in the capacities and on the date indicated.

 

Signature

  

Title(s)

 

Date

/s/ Aman Abraham

Aman Abraham

  

President and Sole Director (Principal Executive Officer)

  February 17, 2016

/s/ Alejandro Wolniewitz

Alejandro Wolniewitz

  

Treasurer (Principal Financial Officer and Principal Accounting Officer)

  February 17, 2016

 

II-21


Table of Contents

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 Valencia, State of California, on February 17, 2016.

 

MAGIC ACQUISITION CORP.
By:  

/s/ Chance Corbitt

 

Chance Corbitt

President

POWER OF ATTORNEY

KNOWN ALL PERSONS BY THESE PRESENTS, that each person whose signature appears below hereby constitutes and appoints Michael J. Jackson and Jonathan P. Ferrando, and each of them acting individually, 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) 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, and each of them, 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 the substitute or substitutes of any of them, may lawfully do or cause to be done by virtue hereof.

Pursuant to the requirements of the Securities Act of 1933, this registration statement has been signed below by the following person in the capacities and on the date indicated.

 

Signature

  

Title(s)

 

Date

/s/ Chance Corbitt

Chance Corbitt

  

President and Sole Director (Principal Executive Officer)

  February 17, 2016

/s/ Katie Garren

Katie Garren

  

Treasurer (Principal Financial Officer and Principal Accounting Officer)

  February 17, 2016

 

II-22


Table of Contents

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 Tustin, State of California, on February 17, 2016.

 

JOE MACPHERSON FORD
By:  

/s/ Aaron X. Duport

 

Aaron X. Duport

President

POWER OF ATTORNEY

KNOWN ALL PERSONS BY THESE PRESENTS, that each person whose signature appears below hereby constitutes and appoints Michael J. Jackson and Jonathan P. Ferrando, and each of them acting individually, 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) 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, and each of them, 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 the substitute or substitutes of any of them, may lawfully do or cause to be done by virtue hereof.

Pursuant to the requirements of the Securities Act of 1933, this registration statement has been signed below by the following person in the capacities and on the date indicated.

 

Signature

  

Title(s)

 

Date

/s/ Aaron X. Duport

Aaron X. Duport

  

President and Sole Director (Principal Executive Officer)

  February 17, 2016

/s/ Ken Dittmer

Ken Dittmer

  

Treasurer (Principal Financial Officer and Principal Accounting Officer)

  February 17, 2016

 

II-23


Table of Contents

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 Roseville, State of California, on February 17, 2016.

 

AUTO CAR, INC.
By:  

/s/ Kevin Sitch

 

Kevin Sitch

President

POWER OF ATTORNEY

KNOWN ALL PERSONS BY THESE PRESENTS, that each person whose signature appears below hereby constitutes and appoints Michael J. Jackson and Jonathan P. Ferrando, and each of them acting individually, 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) 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, and each of them, 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 the substitute or substitutes of any of them, may lawfully do or cause to be done by virtue hereof.

Pursuant to the requirements of the Securities Act of 1933, this registration statement has been signed below by the following person in the capacities and on the date indicated.

 

Signature

  

Title(s)

 

Date

/s/ Kevin Sitch

Kevin Sitch

  

President and Sole Director (Principal Executive Officer)

  February 17, 2016

/s/ Kimberly Wirtz

Kimberly Wirtz

  

Treasurer (Principal Financial Officer and Principal Accounting Officer)

  February 17, 2016

 

II-24


Table of Contents

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 Mountain View, State of California, on February 17, 2016.

 

ALLISON BAVARIAN
By:  

/s/ Peter Scibetta

 

Peter Scibetta

President

POWER OF ATTORNEY

KNOWN ALL PERSONS BY THESE PRESENTS, that each person whose signature appears below hereby constitutes and appoints Michael J. Jackson and Jonathan P. Ferrando, and each of them acting individually, 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) 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, and each of them, 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 the substitute or substitutes of any of them, may lawfully do or cause to be done by virtue hereof.

Pursuant to the requirements of the Securities Act of 1933, this registration statement has been signed below by the following person in the capacities and on the date indicated.

 

Signature

  

Title(s)

 

Date

/s/ Peter Scibetta

Peter Scibetta

  

President and Sole Director (Principal Executive Officer)

  February 17, 2016

/s/ Robert Benn

Robert Benn

  

Treasurer (Principal Financial Officer and Principal Accounting Officer)

  February 17, 2016

 

II-25


Table of Contents

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 Roseville, State of California, on February 17, 2016.

 

ROSEVILLE MOTOR CORPORATION
By:  

/s/ James Rentschler

 

James Rentschler

President

POWER OF ATTORNEY

KNOWN ALL PERSONS BY THESE PRESENTS, that each person whose signature appears below hereby constitutes and appoints Michael J. Jackson and Jonathan P. Ferrando, and each of them acting individually, 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) 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, and each of them, 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 the substitute or substitutes of any of them, may lawfully do or cause to be done by virtue hereof.

Pursuant to the requirements of the Securities Act of 1933, this registration statement has been signed below by the following person in the capacities and on the date indicated.

 

Signature

  

Title(s)

 

Date

/s/ James Rentschler

James Rentschler

  

President and Sole Director (Principal Executive Officer)

  February 17, 2016

/s/ Kimberly Wirtz

Kimberly Wirtz

  

Treasurer (Principal Financial Officer and Principal Accounting Officer)

  February 17, 2016

 

II-26


Table of Contents

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 Santa Clara, State of California, on February 17, 2016.

 

STEVENS CREEK MOTORS, INC.
By:  

/s/ Rick Flores

 

Rick Flores

President

POWER OF ATTORNEY

KNOWN ALL PERSONS BY THESE PRESENTS, that each person whose signature appears below hereby constitutes and appoints Michael J. Jackson and Jonathan P. Ferrando, and each of them acting individually, 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) 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, and each of them, 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 the substitute or substitutes of any of them, may lawfully do or cause to be done by virtue hereof.

Pursuant to the requirements of the Securities Act of 1933, this registration statement has been signed below by the following person in the capacities and on the date indicated.

 

Signature

  

Title(s)

 

Date

/s/ Rick Flores

Rick Flores

  

President and Sole Director (Principal Executive Officer)

  February 17, 2016

/s/ Robert Benn

Robert Benn

  

Treasurer (Principal Financial Officer and Principal Accounting Officer)

  February 17, 2016

 

II-27


Table of Contents

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 Encino, State of California, on February 17, 2016.

 

TERRY YORK MOTOR CARS, LTD.
By:  

/s/ Sudhir Sood

 

Sudhir Sood

President

POWER OF ATTORNEY

KNOWN ALL PERSONS BY THESE PRESENTS, that each person whose signature appears below hereby constitutes and appoints Michael J. Jackson and Jonathan P. Ferrando, and each of them acting individually, 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) 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, and each of them, 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 the substitute or substitutes of any of them, may lawfully do or cause to be done by virtue hereof.

Pursuant to the requirements of the Securities Act of 1933, this registration statement has been signed below by the following person in the capacities and on the date indicated.

 

Signature

  

Title(s)

 

Date

/s/ Sudhir Sood

Sudhir Sood

  

President and Sole Director (Principal Executive Officer)

  February 17, 2016

/s/ Erin Marrone

Erin Marrone

  

Treasurer (Principal Financial Officer and Principal Accounting Officer)

  February 17, 2016

 

II-28


Table of Contents

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 Fremont, State of California, on February 17, 2016.

 

AN FREMONT LUXURY IMPORTS, INC.
By:  

/s/ Gretchen Sprenger

 

Gretchen Sprenger

President

POWER OF ATTORNEY

KNOWN ALL PERSONS BY THESE PRESENTS, that each person whose signature appears below hereby constitutes and appoints Michael J. Jackson and Jonathan P. Ferrando, and each of them acting individually, 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) 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, and each of them, 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 the substitute or substitutes of any of them, may lawfully do or cause to be done by virtue hereof.

Pursuant to the requirements of the Securities Act of 1933, this registration statement has been signed below by the following person in the capacities and on the date indicated.

 

Signature

  

Title(s)

 

Date

/s/ Gretchen Sprenger

Gretchen Sprenger

  

President and Sole Director (Principal Executive Officer)

  February 17, 2016

/s/ Robert Benn

Robert Benn

  

Treasurer (Principal Financial Officer and Principal Accounting Officer)

  February 17, 2016

 

II-29


Table of Contents

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 Irvine, State of California, on February 17, 2016.

 

CERRITOS BODY WORKS, INC.
By:  

/s/ Sean Aheam

 

Sean Aheam

President

POWER OF ATTORNEY

KNOWN ALL PERSONS BY THESE PRESENTS, that each person whose signature appears below hereby constitutes and appoints Michael J. Jackson and Jonathan P. Ferrando, and each of them acting individually, 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) 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, and each of them, 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 the substitute or substitutes of any of them, may lawfully do or cause to be done by virtue hereof.

Pursuant to the requirements of the Securities Act of 1933, this registration statement has been signed below by the following person in the capacities and on the date indicated.

 

Signature

  

Title(s)

 

Date

/s/ Sean Aheam

Sean Aheam

  

President and Sole Director (Principal Executive Officer)

  February 17, 2016

/s/ Ken Dittmer

Ken Dittmer

  

Treasurer (Principal Financial Officer and Principal Accounting Officer)

  February 17, 2016

 

II-30


Table of Contents

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 Torrance, State of California, on February 17, 2016.

 

PEYTON CRAMER AUTOMOTIVE
By:  

/s/ Veronica Gutierrez

 

Veronica Gutierrez

President

POWER OF ATTORNEY

KNOWN ALL PERSONS BY THESE PRESENTS, that each person whose signature appears below hereby constitutes and appoints Michael J. Jackson and Jonathan P. Ferrando, and each of them acting individually, 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) 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, and each of them, 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 the substitute or substitutes of any of them, may lawfully do or cause to be done by virtue hereof.

Pursuant to the requirements of the Securities Act of 1933, this registration statement has been signed below by the following person in the capacities and on the date indicated.

 

Signature

  

Title(s)

 

Date

/s/ Veronica Gutierrez

Veronica Gutierrez

  

President and Sole Director (Principal Executive Officer)

  February 17, 2016

/s/ Alejandro Wolniewitz

Alejandro Wolniewitz

  

Treasurer (Principal Financial Officer and Principal Accounting Officer)

  February 17, 2016

 

II-31


Table of Contents

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 Torrance, State of California, on February 17, 2016.

 

G.B. IMPORT SALES & SERVICE, LLC
By:  

/s/ Stephen Ferrara

 

Stephen Ferrara

President

POWER OF ATTORNEY

KNOWN ALL PERSONS BY THESE PRESENTS, that each person whose signature appears below hereby constitutes and appoints Michael J. Jackson and Jonathan P. Ferrando, and each of them acting individually, 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) 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, and each of them, 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 the substitute or substitutes of any of them, may lawfully do or cause to be done by virtue hereof.

Pursuant to the requirements of the Securities Act of 1933, this registration statement has been signed below by the following person in the capacities and on the date indicated.

 

Signature

  

Title(s)

 

Date

/s/ Stephen Ferrara

Stephen Ferrara

  

President and Sole Manager (Principal Executive Officer)

  February 17, 2016

/s/ Alejandro Wolniewitz

Alejandro Wolniewitz

  

Treasurer (Principal Financial Officer and Principal Accounting Officer)

  February 17, 2016

 

II-32


Table of Contents

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 Valencia, State of California, on February 17, 2016.

 

VALENCIA B. IMPORTS, INC.
By:  

/s/ Charles Coia

 

Charles Coia

President

POWER OF ATTORNEY

KNOWN ALL PERSONS BY THESE PRESENTS, that each person whose signature appears below hereby constitutes and appoints Michael J. Jackson and Jonathan P. Ferrando, and each of them acting individually, 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) 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, and each of them, 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 the substitute or substitutes of any of them, may lawfully do or cause to be done by virtue hereof.

Pursuant to the requirements of the Securities Act of 1933, this registration statement has been signed below by the following person in the capacities and on the date indicated.

 

Signature

  

Title(s)

 

Date

/s/ Charles Coia

Charles Coia

  

President and Sole Director (Principal Executive Officer)

  February 17, 2016

/s/ Kattie Garren

Kattie Garren

  

Treasurer (Principal Financial Officer and Principal Accounting Officer)

  February 17, 2016

 

II-33


Table of Contents

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 Newport Beach, State of California, on February 17, 2016.

 

NEWPORT BEACH CARS, LLC
By:  

/s/ Tim Tauber

 

Tim Tauber

President

POWER OF ATTORNEY

KNOWN ALL PERSONS BY THESE PRESENTS, that each person whose signature appears below hereby constitutes and appoints Michael J. Jackson and Jonathan P. Ferrando, and each of them acting individually, 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) 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, and each of them, 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 the substitute or substitutes of any of them, may lawfully do or cause to be done by virtue hereof.

Pursuant to the requirements of the Securities Act of 1933, this registration statement has been signed below by the following person in the capacities and on the date indicated.

 

Signature

  

Title(s)

 

Date

/s/ Tim Tauber

Tim Tauber

  

President and Director (Principal Executive Officer)

  February 17, 2016

/s/ Evan Ellis

Evan Ellis

  

Vice President, Secretary and Director

  February 17, 2016

/s/ Ken Dittmer

Ken Dittmer

  

Treasurer (Principal Financial Officer and Principal Accounting Officer)

  February 17, 2016

 

II-34


Table of Contents

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 Fremont, State of California, on February 17, 2016.

 

EDGREN MOTOR COMPANY, INC.
By:  

/s/ Ken Brizendine

 

Ken Brizendine

President

POWER OF ATTORNEY

KNOWN ALL PERSONS BY THESE PRESENTS, that each person whose signature appears below hereby constitutes and appoints Michael J. Jackson and Jonathan P. Ferrando, and each of them acting individually, 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) 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, and each of them, 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 the substitute or substitutes of any of them, may lawfully do or cause to be done by virtue hereof.

Pursuant to the requirements of the Securities Act of 1933, this registration statement has been signed below by the following person in the capacities and on the date indicated.

 

Signature

  

Title(s)

 

Date

/s/ Ken Brizendine

Ken Brizendine

  

President and Sole Director (Principal Executive Officer)

  February 17, 2016

/s/ Robert Benn

Robert Benn

  

Treasurer (Principal Financial Officer and Principal Accounting Officer)

  February 17, 2016

 

II-35


Table of Contents

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 Roseville, State of California, on February 17, 2016.

 

VANDERBEEK MOTORS, INC.
By:  

/s/ Les Braner

 

Les Braner

President

POWER OF ATTORNEY

KNOWN ALL PERSONS BY THESE PRESENTS, that each person whose signature appears below hereby constitutes and appoints Michael J. Jackson and Jonathan P. Ferrando, and each of them acting individually, 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) 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, and each of them, 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 the substitute or substitutes of any of them, may lawfully do or cause to be done by virtue hereof.

Pursuant to the requirements of the Securities Act of 1933, this registration statement has been signed below by the following person in the capacities and on the date indicated.

 

Signature

  

Title(s)

 

Date

/s/ Les Braner

Les Braner

  

President and Sole Director (Principal Executive Officer)

  February 17, 2016

/s/ Kimberly Wirtz

Kimberly Wirtz

  

Treasurer (Principal Financial Officer and Principal Accounting Officer)

  February 17, 2016

 

II-36


Table of Contents

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 Tustin, State of California, on February 17, 2016.

 

JOE MACPHERSON INFINITI
By:  

/s/ Arnold Lal

 

Arnold Lal

President

POWER OF ATTORNEY

KNOWN ALL PERSONS BY THESE PRESENTS, that each person whose signature appears below hereby constitutes and appoints Michael J. Jackson and Jonathan P. Ferrando, and each of them acting individually, 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) 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, and each of them, 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 the substitute or substitutes of any of them, may lawfully do or cause to be done by virtue hereof.

Pursuant to the requirements of the Securities Act of 1933, this registration statement has been signed below by the following person in the capacities and on the date indicated.

 

Signature

  

Title(s)

 

Date

/s/ Arnold Lal

Arnold Lal

  

President and Sole Director (Principal Executive Officer)

  February 17, 2016

/s/ Ken Dittmer

Ken Dittmer

  

Treasurer (Principal Financial Officer and Principal Accounting Officer)

  February 17, 2016

 

II-37


Table of Contents

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 Torrance, State of California, on February 17, 2016.

 

PEYTON CRAMER INFINITI
By:  

/s/ Stephen Ferrara

 

Stephen Ferrara

President

POWER OF ATTORNEY

KNOWN ALL PERSONS BY THESE PRESENTS, that each person whose signature appears below hereby constitutes and appoints Michael J. Jackson and Jonathan P. Ferrando, and each of them acting individually, 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) 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, and each of them, 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 the substitute or substitutes of any of them, may lawfully do or cause to be done by virtue hereof.

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

 

Signature

  

Title(s)

 

Date

/s/ Stephen Ferrara

Stephen Ferrara

  

President and Sole Director (Principal Executive Officer)

  February 17, 2016

/s/ Alejandro Wolniewitz

Alejandro Wolniewitz

  

Treasurer (Principal Financial Officer and Principal Accounting Officer)

  February 17, 2016

 

II-38


Table of Contents

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 Hawthorne, State of California, on February 17, 2016.

 

TORRANCE NISSAN, LLC
By:  

/s/ Cyrus Mazaherian

 

Cyrus Mazaherian

President

POWER OF ATTORNEY

KNOWN ALL PERSONS BY THESE PRESENTS, that each person whose signature appears below hereby constitutes and appoints Michael J. Jackson and Jonathan P. Ferrando, and each of them acting individually, 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) 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, and each of them, 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 the substitute or substitutes of any of them, may lawfully do or cause to be done by virtue hereof.

Pursuant to the requirements of the Securities Act of 1933, this registration statement has been signed below by the following person in the capacities and on the date indicated.

 

Signature

  

Title(s)

 

Date

/s/ Cyrus Mazaherian

Cyrus Mazaherian

  

President and Sole Manager (Principal Executive Officer)

  February 17, 2016

/s/ David Sheu

David Sheu

  

Treasurer (Principal Financial Officer and Principal Accounting Officer)

  February 17, 2016

 

II-39


Table of Contents

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 Cerritos, State of California, on February 17, 2016.

 

ALLISON BAVARIAN HOLDING, LLC

AN CHEVROLET - ARROWHEAD, INC.

AN COLLISION CENTER OF LAS VEGAS, INC.

AN COLLISION CENTER OF TEMPE, INC.

AN F. IMPORTS OF HAWTHORNE HOLDING, LLC

AN F. IMPORTS OF NORTH PHOENIX, INC.

AN F. IMPORTS OF ROSEVILLE HOLDING, LLC

RENTON H IMPORTS, INC.

AN IMPORTS OF SEATTLE, INC.

AN IMPORTS OF SPOKANE, INC.

AN IMPORTS OF STEVENS CREEK HOLDING, LLC

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 SEATTLE MOTORS, INC.

AN SUBARU MOTORS, INC.

AN WESTERN REGION MANAGEMENT, LLC

AN/PF ACQUISITION CORP.

APPLEWAY CHEVROLET, INC.

AUTO CAR HOLDING, LLC

AUTO COMPANY XIII, INC.

AUTO COMPANY XIV, INC.

AUTO MISSION HOLDING, LLC

BELLEVUE AUTOMOTIVE, INC.

BELL MOTORS, LLC

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 MANAGER

CARWELL HOLDING, LLC

CERRITOS BODY WORKS HOLDING, LLC

COSTA MESA CARS HOLDING, LLC

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

DESERT GMC, L.L.C.

DOBBS MOTORS OF ARIZONA, INC.

EDGREN MOTOR HOLDING, LLC

FIT KIT HOLDING, LLC

FREMONT LUXURY IMPORTS HOLDING, LLC

G.B. IMPORT SALES & SERVICE HOLDING, LLC

HOUSE OF IMPORTS HOLDING, LLC

IRVINE IMPORTS HOLDING, LLC

IRVINE TOYOTA/NISSAN/VOLVO LIMITED PARTNERSHIP

BY: WEBB AUTOMOTIVE GROUP, INC.
  ITS: GENERAL MANAGER

JOE MACPHERSON INFINITI HOLDING, LLC

JRJ INVESTMENTS, INC.

MACHOWARD LEASING HOLDING, LLC

MACPHERSON ENTERPRISES, INC.

MAGIC ACQUISITION HOLDING, LLC

MR. WHEELS HOLDING, LLC

NEWPORT BEACH CARS HOLDING, LLC

NORTHWEST FINANCIAL GROUP, INC.

OXNARD VENTURE HOLDINGS, INC.

PEYTON CRAMER AUTOMOTIVE HOLDING, LLC

PEYTON CRAMER F. HOLDING, LLC

PEYTON CRAMER INFINITI HOLDING, LLC

PIERCE AUTOMOTIVE CORPORATION

PIERCE, LLC

ROSEVILLE MOTOR HOLDING, LLC

SAHARA IMPORTS, INC.

SAHARA NISSAN, INC.

AN SAN JOSE LUXURY IMPORTS HOLDINGS, LLC

STEVENS CREEK HOLDING, LLC

STEVENS CREEK LUXURY IMPORTS HOLDING, LLC

TASHA INCORPORATED

TERRY YORK MOTOR CARS HOLDING, LLC

TORRANCE NISSAN HOLDING, LLC

TOYOTA CERRITOS LIMITED PARTNERSHIP

BY: WEBB AUTOMOTIVE GROUP, INC.
  ITS: GENERAL MANAGER

T-WEST SALES & SERVICE, INC.

VALENCIA AUTO IMPORTS HOLDING, LLC

VALENCIA B. IMPORTS HOLDING, LLC

VALENCIA H. IMPORTS HOLDING, LLC

VANDERBEEK MOTORS HOLDING, LLC

VINCE WIESE HOLDING, LLC

WEBB AUTOMOTIVE GROUP, INC.

AUTO COMPANY XIX, INC.

AUTO COMPANY XXI, INC.

AUTO COMPANY XXV, INC.

AUTO DEALERSHIP VIII, LLC

AUTO DEALERSHIP IX, LLC

AUTO DEALERSHIP X, LLC

 

 

By:  

/s/ Lance E. Iserman

 

Lance E. Iserman

President

 

II-40


Table of Contents

POWERS OF ATTORNEY

KNOWN ALL PERSONS BY THESE PRESENTS, that each person whose signature appears below hereby constitutes and appoints Michael J. Jackson and Jonathan P. Ferrando, and each of them acting individually, 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) 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, and each of them, 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 the substitute or substitutes of any of them, may lawfully do or cause to be done by virtue hereof.

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

 

Signature

  

Title(s)

 

Date

/s/ Lance E. Iserman

Lance E. Iserman

  

President and Sole Director (as to corporate registrants)/Manager (as to limited liability company registrants) (Principal Executive Officer)

  February 17, 2016

/s/ James J. Murphy

James J. Murphy

  

Treasurer (Principal Financial Officer and Principal Accounting Officer)

  February 17, 2016

 

II-41


Table of Contents

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 Santa Clara, State of California, on February 17, 2016.

 

AN IMPORTS OF STEVENS CREEK, INC.
By:  

/s/ Ryan Nelson

 

Ryan Nelson

President

POWER OF ATTORNEY

KNOWN ALL PERSONS BY THESE PRESENTS, that each person whose signature appears below hereby constitutes and appoints Michael J. Jackson and Jonathan P. Ferrando, and each of them acting individually, 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) 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, and each of them, 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 the substitute or substitutes of any of them, may lawfully do or cause to be done by virtue hereof.

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

 

Signature

  

Title(s)

 

Date

/s/ Ryan Nelson

Ryan Nelson

  

President and Sole Director (Principal Executive Officer)

  February 17, 2016

/s/ Robert Benn

Robert Benn

  

Treasurer (Principal Financial Officer and Principal Accounting Officer)

  February 17, 2016

 

II-42


Table of Contents

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 Hawthorne, State of California, on February 17, 2016.

 

AN F. IMPORTS OF HAWTHORNE, LLC
By:  

/s/ Cyrus Mazaherian

 

Cyrus Mazaherian

President

POWER OF ATTORNEY

KNOWN ALL PERSONS BY THESE PRESENTS, that each person whose signature appears below hereby constitutes and appoints Michael J. Jackson and Jonathan P. Ferrando, and each of them acting individually, 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) 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, and each of them, 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 the substitute or substitutes of any of them, may lawfully do or cause to be done by virtue hereof.

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

 

Signature

  

Title(s)

 

Date

/s/ Cyrus Mazaherian

Cyrus Mazaherian

  

President and Sole Manager (Principal Executive Officer)

  February 17, 2016

/s/ David Sheu

David Sheu

  

Treasurer (Principal Financial Officer and Principal Accounting Officer)

  February 17, 2016

 

II-43


Table of Contents

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 Roseville, State of California, on February 17, 2016.

 

AN F. IMPORTS OF ROSEVILLE, INC.
By:  

/s/ James Rentschler

 

James Rentschler

President

POWER OF ATTORNEY

KNOWN ALL PERSONS BY THESE PRESENTS, that each person whose signature appears below hereby constitutes and appoints Michael J. Jackson and Jonathan P. Ferrando, and each of them acting individually, 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) 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, and each of them, 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 the substitute or substitutes of any of them, may lawfully do or cause to be done by virtue hereof.

Pursuant to the requirements of the Securities Act of 1933, 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 Rentschler

James Rentschler

  

President and Sole Director (Principal Executive Officer)

  February 17, 2016

/s/ Kimberly Wirtz

Kimberly Wirtz

  

Treasurer (Principal Financial Officer and Principal Accounting Officer)

  February 17, 2016

 

II-44


Table of Contents

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, State of Florida, on February 17, 2016.

 

ACER FIDUCIARY, INC.
By:  

/s/ C. Coleman G. Edumnuds

 

C. Coleman G. Edmunds

President

POWERS OF ATTORNEY

KNOWN ALL PERSONS BY THESE PRESENTS, that each person whose signature appears below hereby constitutes and appoints Michael J. Jackson and Jonathan P. Ferrando, and each of them acting individually, 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) 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, and each of them, 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 the substitute or substitutes of any of them, may lawfully do or cause to be done by virtue hereof.

Pursuant to the requirements of the Securities Act of 1933, 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 17, 2016

/s/ Andrew Wamser

Andrew Wamser

  

Treasurer (Principal Financial Officer and Principal Accounting Officer)

  February 17, 2016

/s/ William R. Berman

William R. Berman

  

Director

  February 17, 2016

/s/ Jonathan P. Ferrando

Jonathan P. Ferrando

  

Director

  February 17, 2016

 

II-45


Table of Contents

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, State of Florida, on February 17, 2016.

 

AUTONATION HOLDING CORP.
By:  

/s/ William R. Berman

 

William R. Berman

President

POWERS OF ATTORNEY

KNOWN ALL PERSONS BY THESE PRESENTS, that each person whose signature appears below hereby constitutes and appoints Michael J. Jackson and Jonathan P. Ferrando, and each of them acting individually, 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) 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, and each of them, 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 the substitute or substitutes of any of them, may lawfully do or cause to be done by virtue hereof.

Pursuant to the requirements of the Securities Act of 1933, 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 (Principal Executive Officer)

  February 17, 2016

/s/ Andrew Wamser

Andrew Wamser

  

Treasurer (Principal Financial Officer and Principal Accounting Officer)

  February 17, 2016

/s/ C. Coleman G. Edmunds

C. Coleman G. Edmunds

  

Director

  February 17, 2016

/s/ Guillermo Pernas, Jr.

Guillermo Pernas, Jr.

  

Director

  February 17, 2016

 

II-46


Table of Contents

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, State of Florida, on February 17, 2016.

 

AUTONATION.COM, INC.
By:  

/s/ Brian Feldman

 

Brian Feldman

President

POWERS OF ATTORNEY

KNOWN ALL PERSONS BY THESE PRESENTS, that each person whose signature appears below hereby constitutes and appoints Michael J. Jackson and Jonathan P. Ferrando, and each of them acting individually, 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) 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, and each of them, 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 the substitute or substitutes of any of them, may lawfully do or cause to be done by virtue hereof.

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

 

Signature

  

Title(s)

 

Date

/s/ Brian Feldman

Brian Feldman

  

President and Sole Director (Principal Executive Officer)

  February 17, 2016

/s/ Damon Eawaz

Damon Eawaz

  

Vice President, Secretary and Treasurer (Principal Financial Officer and Principal Accounting Officer)

  February 17, 2016

 

II-47


Table of Contents

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 Buena Park, State of California, on February 17, 2016.

 

HOUSE OF IMPORTS, INC.
By:  

/s/ Sean Davisson

 

Sean Davisson

President

POWER OF ATTORNEY

KNOWN ALL PERSONS BY THESE PRESENTS, that each person whose signature appears below hereby constitutes and appoints Michael J. Jackson and Jonathan P. Ferrando, and each of them acting individually, 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) 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, and each of them, 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 the substitute or substitutes of any of them, may lawfully do or cause to be done by virtue hereof.

Pursuant to the requirements of the Securities Act of 1933, this registration statement has been signed below by the following person in the capacities and on the date indicated.

 

Signature

  

Title(s)

 

Date

/s/ Sean Davisson

Sean Davisson

  

President and Sole Director (Principal Executive Officer)

  February 17, 2016

/s/ Greg Mayberry

Greg Mayberry

  

Treasurer (Principal Financial Officer and Principal Accounting Officer)

  February 17, 2016

 

II-48


Table of Contents

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, State of Florida, on February 17, 2016.

 

AUTONATION BENEFITS COMPANY, INC.
By:  

/s/ B. Gene Clayton

 

B. Gene Clayton

President

POWER OF ATTORNEY

KNOWN ALL PERSONS BY THESE PRESENTS, that each person whose signature appears below hereby constitutes and appoints Michael J. Jackson and Jonathan P. Ferrando, and each of them acting individually, 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) 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, and each of them, 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 the substitute or substitutes of any of them, may lawfully do or cause to be done by virtue hereof.

Pursuant to the requirements of the Securities Act of 1933, this registration statement has been signed below by the following person in the capacities and on the date indicated.

 

Signature

  

Title(s)

 

Date

/s/ B. Gene Clayton

B. Gene Clayton

  

President (Principal Executive Officer)

  February 17, 2016

/s/ Andrew Wamser

Andrew Wamser

  

Treasurer (Principal Financial Officer and Principal Accounting Officer)

  February 17, 2016

/s/ William R. Berman

William R. Berman

  

Director

  February 17, 2016

/s/ Jonathan P. Ferrando

Jonathan P. Ferrando

  

Director

  February 17, 2016

 

II-49


Table of Contents

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 Gardena, State of California, on February 17, 2016.

 

PRIME AUTO RESOURCES, INC.
By:  

/s/ Lew Beshoff

 

Lew Beshoff

President

POWER OF ATTORNEY

KNOWN ALL PERSONS BY THESE PRESENTS, that each person whose signature appears below hereby constitutes and appoints Michael J. Jackson and Jonathan P. Ferrando, and each of them acting individually, 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) 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, and each of them, 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 the substitute or substitutes of any of them, may lawfully do or cause to be done by virtue hereof.

Pursuant to the requirements of the Securities Act of 1933, this registration statement has been signed below by the following person in the capacities and on the date indicated.

 

Signature

  

Title(s)

 

Date

/s/ Lew Beshoff

Lew Beshoff

  

President and Director (Principal Executive Officer)

  February 17, 2016

/s/ Bryan Rice

Bryan Rice

  

Vice President, Secretary and Director

  February 17, 2016

/s/ Jason McKnight

Jason McKnight

  

Treasurer (Principal Financial Officer and Principal Accounting Officer)

  February 17, 2016

 

II-50


Table of Contents

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 San Jose, State of California, on February 17, 2016.

 

AN SAN JOSE LUXURY IMPORTS, INC.
By:  

/s/ Huck Hibberd

 

Huck Hibberd

President

POWER OF ATTORNEY

KNOWN ALL PERSONS BY THESE PRESENTS, that each person whose signature appears below hereby constitutes and appoints Michael J. Jackson and Jonathan P. Ferrando, and each of them acting individually, 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) 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, and each of them, 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 the substitute or substitutes of any of them, may lawfully do or cause to be done by virtue hereof.

Pursuant to the requirements of the Securities Act of 1933, this registration statement has been signed below by the following person in the capacities and on the date indicated.

 

Signature

  

Title(s)

 

Date

/s/ Huck Hibberd

Huck Hibberd

  

President and Director (Principal Executive Officer)

  February 17, 2016

/s/ Paul Mosher

Paul Mosher

  

Vice President, Secretary and Director

  February 17, 2016

/s/ Kathleen Van Waardenberg

Kathleen Van Waardenberg

  

Treasurer (Principal Financial Officer and Principal Accounting Officer)

  February 17, 2016

 

II-51


Table of Contents

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 Santa Clara, State of California, on February 17, 2016.

 

STEVENS CREEK LUXURY IMPORTS, INC.
By:  

/s/ Pejman Roshan

 

Pejman Roshan

President

POWER OF ATTORNEY

KNOWN ALL PERSONS BY THESE PRESENTS, that each person whose signature appears below hereby constitutes and appoints Michael J. Jackson and Jonathan P. Ferrando, and each of them acting individually, 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) 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, and each of them, 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 the substitute or substitutes of any of them, may lawfully do or cause to be done by virtue hereof.

Pursuant to the requirements of the Securities Act of 1933, this registration statement has been signed below by the following person in the capacities and on the date indicated.

 

Signature

  

Title(s)

 

Date

/s/ Pejman Roshan

Pejman Roshan

  

President and Sole Director (Principal Executive Officer)

  February 17, 2016

/s/ Linda Clemit

Linda Clemit

  

Treasurer (Principal Financial Officer and Principal Accounting Officer)

  February 17, 2016

 

II-52


Table of Contents

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 San Jose, State of California, on February 17, 2016.

 

AUTO COMPANY XXII, INC.
By:  

/s/ Reena Spurrier

 

Reena Spurrier

President

POWER OF ATTORNEY

KNOWN ALL PERSONS BY THESE PRESENTS, that each person whose signature appears below hereby constitutes and appoints Michael J. Jackson and Jonathan P. Ferrando, and each of them acting individually, 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) 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, and each of them, 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 the substitute or substitutes of any of them, may lawfully do or cause to be done by virtue hereof.

Pursuant to the requirements of the Securities Act of 1933, this registration statement has been signed below by the following person in the capacities and on the date indicated.

 

Signature

  

Title(s)

 

Date

/s/ Reena Spurrier

Reena Spurrier

  

President and Sole Director (Principal Executive Officer)

  February 17, 2016

/s/ Kathleen Van Waardenberg

Kathleen Van Waardenberg

  

Treasurer (Principal Financial Officer and Principal Accounting Officer)

  February 17, 2016

 

II-53


Table of Contents

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 Valencia, State of California, on February 17, 2016.

 

AUTO COMPANY XXIII, INC.
By:  

/s/ Carlos Dominguez

 

Carlos Dominguez

President

POWER OF ATTORNEY

KNOWN ALL PERSONS BY THESE PRESENTS, that each person whose signature appears below hereby constitutes and appoints Michael J. Jackson and Jonathan P. Ferrando, and each of them acting individually, 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) 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, and each of them, 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 the substitute or substitutes of any of them, may lawfully do or cause to be done by virtue hereof.

Pursuant to the requirements of the Securities Act of 1933, this registration statement has been signed below by the following person in the capacities and on the date indicated.

 

Signature

  

Title(s)

 

Date

/s/ Carlos Dominguez

Carlos Dominguez

  

President and Sole Director (Principal Executive Officer)

  February 17, 2016

/s/ Erin Marrone

Erin Marrone

  

Treasurer (Principal Financial Officer and Principal Accounting Officer)

  February 17, 2016

 

II-54


Table of Contents

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 Valencia, State of California, on February 17, 2016.

 

AN VALENCIA AUTO IMPORTS, INC.
By:  

/s/ Eric Tran

 

Eric Tran

 

President

POWER OF ATTORNEY

KNOWN ALL PERSONS BY THESE PRESENTS, that each person whose signature appears below hereby constitutes and appoints Michael J. Jackson and Jonathan P. Ferrando, and each of them acting individually, 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) 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, and each of them, 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 the substitute or substitutes of any of them, may lawfully do or cause to be done by virtue hereof.

Pursuant to the requirements of the Securities Act of 1933, this registration statement has been signed below by the following person in the capacities and on the date indicated.

 

Signature

  

Title(s)

 

Date

/s/ Eric Tran

Eric Tran

  

President and Sole Director (Principal Executive Officer)

  February 17, 2016

/s/ Katie Garren

Katie Garren

  

Treasurer (Principal Financial Officer and Principal Accounting Officer)

  February 17, 2016

 

II-55


Table of Contents

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 Cerritos, State of California, on February 17, 2016.

 

MR. WHEELS, INC.
By:  

/s/ Lance E. Iserman

 

Lance E. Iserman

 

President

POWER OF ATTORNEY

KNOWN ALL PERSONS BY THESE PRESENTS, that each person whose signature appears below hereby constitutes and appoints Michael J. Jackson and Jonathan P. Ferrando, and each of them acting individually, 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) 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, and each of them, 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 the substitute or substitutes of any of them, may lawfully do or cause to be done by virtue hereof.

Pursuant to the requirements of the Securities Act of 1933, this registration statement has been signed below by the following person in the capacities and on the date indicated.

 

Signature

  

Title(s)

 

Date

/s/ Lance E. Iserman

Lance E. Iserman

  

President and Director (Principal Executive Officer)

  February 17, 2016

/s/ James J. Murphy

James J. Murphy

  

Vice President and Secretary

  February 17, 2016

/s/ Edna Reyes Dumaual

Edna Reyes Dumaual

  

Treasurer (Principal Financial Officer and Principal Accounting Officer)

  February 17, 2016

 

II-56


Table of Contents

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 Irvine, State of California, on February 17, 2016.

 

IRVINE IMPORTS, INC.
By:  

/s/ Lance E. Iserman

  Lance E. Iserman
  President

POWER OF ATTORNEY

KNOWN ALL PERSONS BY THESE PRESENTS, that each person whose signature appears below hereby constitutes and appoints Michael J. Jackson and Jonathan P. Ferrando, and each of them acting individually, 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) 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, and each of them, 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 the substitute or substitutes of any of them, may lawfully do or cause to be done by virtue hereof.

Pursuant to the requirements of the Securities Act of 1933, this registration statement has been signed below by the following person in the capacities and on the date indicated.

 

Signature

  

Title(s)

 

Date

/s/ Lance E. Iserman

Lance E. Iserman

  

President and Director (Principal Executive Officer)

  February 17, 2016

/s/ James J. Murphy

James J. Murphy

  

Vice President and Secretary

  February 17, 2016

/s/ Ken Dittmer

Ken Dittmer

  

Treasurer (Principal Financial Officer and Principal Accounting Officer)

  February 17, 2016

 

II-57


Table of Contents

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 Hayward, State of California, on February 17, 2016.

 

AUTO MISSION, LTD.
By:  

/s/ Lance E. Iserman

  Lance E. Iserman
  President

POWER OF ATTORNEY

KNOWN ALL PERSONS BY THESE PRESENTS, that each person whose signature appears below hereby constitutes and appoints Michael J. Jackson and Jonathan P. Ferrando, and each of them acting individually, 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) 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, and each of them, 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 the substitute or substitutes of any of them, may lawfully do or cause to be done by virtue hereof.

Pursuant to the requirements of the Securities Act of 1933, this registration statement has been signed below by the following person in the capacities and on the date indicated.

 

Signature

  

Title(s)

 

Date

/s/ Lance E. Iserman

Lance E. Iserman

  

President and Director (Principal Executive Officer)

  February 17, 2016

/s/ James J. Murphy

James J. Murphy

  

Vice President and Secretary

  February 17, 2016

/s/ Linda Clemit

Linda Clemit

  

Treasurer (Principal Financial Officer and Principal Accounting Officer)

  February 17, 2016

 

II-58


Table of Contents

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 Cerritos, State of California, on February 17, 2016.

 

BARGAIN RENT-A- CAR
By:  

/s/ Lance E. Iserman

  Lance E. Iserman
  President

POWER OF ATTORNEY

KNOWN ALL PERSONS BY THESE PRESENTS, that each person whose signature appears below hereby constitutes and appoints Michael J. Jackson and Jonathan P. Ferrando, and each of them acting individually, 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) 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, and each of them, 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 the substitute or substitutes of any of them, may lawfully do or cause to be done by virtue hereof.

Pursuant to the requirements of the Securities Act of 1933, this registration statement has been signed below by the following person in the capacities and on the date indicated.

 

Signature

  

Title(s)

 

Date

/s/ Lance E. Iserman

Lance E. Iserman

  

President and Director (Principal Executive Officer)

  February 17, 2016

/s/ James J. Murphy

James J. Murphy

  

Vice President and Secretary

  February 17, 2016

/s/ Greg Mayberry

Greg Mayberry

  

Treasurer (Principal Financial Officer and Principal Accounting Officer)

  February 17, 2016

 

II-59


Table of Contents

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 Buena Park, State of California, on February 17, 2016.

 

FIT KIT, INC.
By:  

/s/ Lance E. Iserman

  Lance E. Iserman
  President

POWER OF ATTORNEY

KNOWN ALL PERSONS BY THESE PRESENTS, that each person whose signature appears below hereby constitutes and appoints Michael J. Jackson and Jonathan P. Ferrando, and each of them acting individually, 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) 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, and each of them, 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 the substitute or substitutes of any of them, may lawfully do or cause to be done by virtue hereof.

Pursuant to the requirements of the Securities Act of 1933, this registration statement has been signed below by the following person in the capacities and on the date indicated.

 

Signature

  

Title(s)

 

Date

/s/ Lance E. Iserman

Lance E. Iserman

  

President and Director (Principal Executive Officer)

  February 17, 2016

/s/ James J. Murphy

James J. Murphy

  

Vice President and Secretary

  February 17, 2016

/s/ Edna Reyes Dumaual

Edna Reyes Dumaual

  

Treasurer (Principal Financial Officer and Principal Accounting Officer)

  February 17, 2016

 

II-60


Table of Contents

EXHIBIT INDEX

 

Exhibit

No.

  

Document

  1.1    Form(s) of Underwriting Agreement*
  4.1    Indenture, dated as of April 14, 2010, between AutoNation, Inc. and Wells Fargo Bank, National Association, as trustee (incorporated by reference to Exhibit 4.1 to the Company’s Current Report on Form 8-K filed with the SEC on April 15, 2010)
  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 March 23, 2012)
  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 Skadden, Arps, Slate, Meagher & Flom LLP
  5.2    Opinion of C. Coleman G. Edmunds, Senior Vice President, Deputy General Counsel and Assistant Secretary of the Company
12.1    Statement Regarding Computation of Ratio of Earnings to Fixed Charges (incorporated by reference to Exhibit 12.1 to the Company’s Annual Report on Form 10-K filed with the SEC on February 11, 2016)
23.1    Consent of KPMG LLP
23.2    Consent of Skadden, Arps, Slate, Meagher & Flom LLP (included in Exhibit 5.1)
23.3    Consent of C. Coleman G. Edmunds (included in Exhibit 5.2)
24.1    Powers of Attorney (included on the signature pages of the Registration Statement)
25.1    Statement of Eligibility on Form T-1 under the Trust Indenture Act of 1939 of Wells Fargo Bank, National Association

 

* To be filed by amendment or incorporated by reference in connection with the offering of any securities, as appropriate.

 

II-61