Form S-3ASR
Table of Contents

As Filed with the Securities and Exchange Commission on February 22, 2019

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)

 

 

C. Coleman Edmunds

Executive Vice President, General Counsel and Corporate Secretary

200 SW 1st Ave

Fort Lauderdale, FL 33301

(954) 769-6000

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

 

 

Approximate date of commencement of proposed sale to the public: From time to time after the effective date of this registration statement.

If the only securities being registered on this Form are being offered pursuant to dividend or interest reinvestment plans, please check the following box.  ☐

If any of the securities being registered on this Form are to be offered on a delayed or continuous basis pursuant to Rule 415 under the Securities Act of 1933, other than securities offered only in connection with dividend or interest reinvestment plans, check the following box.  ☒

If this Form is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act, please check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering.  ☐

If this Form is a post-effective amendment filed pursuant to Rule 462(c) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering.  ☐

If this Form is a registration statement pursuant to General Instruction I.D. or a post-effective amendment thereto that shall become effective upon filing with the Commission pursuant to Rule 462(e) under the Securities Act, check the following box.  ☒

If this Form is a post-effective amendment to a registration statement filed pursuant to General Instruction I.D. filed to register additional securities or additional 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, a smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company” and “emerging growth company” in Rule 12b-2 of the Exchange Act.

 

Large accelerated filer

 

  

Accelerated filer

 

   Smaller reporting company  
Non-accelerated filer          Emerging growth company  

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 7(a)(2)(B) of the Securities Act.  ☐

 

 

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(2)

Common Stock, $0.01 par value

               

Preferred Stock, $0.01 par value

               

Debt Securities

               

Warrants

               

Subscription Rights

               

Depositary Shares

               

Stock Purchase Contracts

               

Units(3)

               

Guarantees of Debt Securities(4)

               

 

 

(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.

(2)

In accordance with Rule 456(b) and Rule 457 (r) under the Securities Act, the Registrant is deferring payment of the registration fee.

(3)

Any securities registered hereunder may be sold separately or as units with other securities registered hereunder.

(4)

Guarantees of the debt securities may be issued by subsidiaries of AutoNation, Inc. that are listed on the following pages under the caption “Table of Additional Registrants.” Pursuant to Rule 457(n) under the Securities Act, 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 Collision Center of Las Vegas, Inc.    Nevada    88-0168433
7 ROD REAL ESTATE SOUTH, A Limited Liability Company    Wyoming    84-1167320    AN COLLISION CENTER OF NORTH HOUSTON, INC.    Delaware    26-3118395
Abraham Chevrolet-Miami, Inc.    Delaware    65-0802822    AN COLLISION CENTER OF SARASOTA, INC.    Florida    65-0721017
Abraham Chevrolet-Tampa, Inc.    Delaware    65-0802820    AN Collision Center of Tempe, Inc.    Delaware    86-0928952
ACER Fiduciary, Inc.    Delaware    65-0945065    AN CORPORATE MANAGEMENT PAYROLL CORP.    Delaware    26-3725783
AL F-L Motors, LLC    Delaware    45-4504161    AN Corpus Christi GP, LLC    Delaware    32-0031563
AL Fort Payne Motors, LLC    Delaware    46-4582474    AN Corpus Christi Imports Adv. GP, LLC    Delaware    90-0080282
Albert Berry Motors, Inc.    Texas    74-1487498    AN Corpus Christi Imports Adv., LP    Texas    90-0080295
Allen Samuels Chevrolet of Corpus Christi, Inc.    Texas    74-2652504    AN Corpus Christi Imports GP, LLC    Delaware    27-0041420
Allen Samuels Chevrolet of Waco, Inc.    Texas    74-1776820    AN Corpus Christi Imports II GP, LLC    Delaware    27-0041425
Allison Bavarian    California    94-2707588    AN Corpus Christi Imports II, LP    Texas    32-0031566
ALLISON BAVARIAN HOLDING, LLC    Delaware    20-5224408    AN Corpus Christi Imports, LP    Texas    32-0031567
ALL-STATE RENT A CAR, INC.    Nevada    88-0143152    AN CORPUS CHRISTI MOTORS, INC.    Delaware    20-5547917
American Way Motors, Inc.    Tennessee    62-1333714    AN Corpus Christi T. Imports GP, LLC    Delaware    27-0041422
AN AutoParts, Inc.    Delaware    46-4553033    AN Corpus Christi T. Imports, LP    Texas    13-4214051
AN CADILLAC OF WPB, LLC    Delaware    35-2234609    AN County Line Ford, Inc.    Texas    75-1687008
AN Central Region Management, LLC    Delaware    01-0756957    AN Dealership Holding Corp.    Florida    65-0608572
AN Chevrolet—Arrowhead, Inc.    Delaware    91-1933520    AN F. Imports of Atlanta, LLC    Delaware    57-1174466
AN CJ VALENCIA, INC.    Delaware    20-2859034    AN F. Imports of Hawthorne Holding, LLC    Delaware    65-0944669
AN Collision Center FTL South, Inc.    Delaware    46-4538029    AN F. Imports of Hawthorne, LLC    Delaware    65-1040982
AN COLLISION CENTER OF ADDISON, INC.    Delaware    75-1053127    AN F. Imports of North Denver, LLC    Delaware    52-2124965
AN F. Imports of North Phoenix, Inc.    Delaware    86-0928953    AN Luxury Imports of Sanford, LLC    Delaware    65-0952134
AN F. Imports of Roseville Holding, LLC    Delaware    20-5226908    AN Luxury Imports of Sarasota, Inc.    Delaware    20-0551681
AN F. Imports of Roseville, Inc.    Delaware    76-0489587    AN LUXURY IMPORTS OF SPOKANE, INC.    Delaware    27-1210937
AN Fort Myers Imports, LLC    Delaware    65-0944636    AN Luxury Imports of Tucson, Inc.    Delaware    26-1182858
AN Fremont Luxury Imports, Inc.    Delaware    86-0928954    AN Luxury Imports, Ltd.    Texas    90-0121575


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

AN H. Imports of Atlanta, LLC    Delaware    35-2229690    AN Motors of Brooksville, Inc.    Florida    59-2690846
AN IMPORTS OF FT. LAUDERDALE, INC.    Delaware    20-5147883    AN MOTORS OF DALLAS, INC.    Delaware    26-1769977
AN Imports of Seattle, Inc.    Delaware    65-0978211    AN MOTORS OF DELRAY BEACH, INC.    Delaware    20-1405067
AN IMPORTS OF SPOKANE, INC.    Delaware    26-4461138    AN Motors of Ft. Lauderdale, Inc.    Florida    65-0721018
AN Imports of Stevens Creek Holding, LLC.    Delaware    20-5226306    AN Motors of Memphis, Inc.    Tennessee    62-1038471
AN Imports of Stevens Creek Inc.    Delaware    52-2119516    AN MOTORS OF PEMBROKE, LLC    Delaware    65-0944183
AN Imports on Weston Road, Inc.    Florida    59-1968718    AN MOTORS OF SCOTTSDALE, LLC    Delaware    52-2102864
AN LUXURY IMPORTS GP, LLC    Delaware    90-0121570    AN MOTORS ON FEDERAL HIGHWAY, LLC    Delaware    65-0944179
AN LUXURY IMPORTS HOLDING, LLC    Delaware    20-5682480    AN Motors on South Padre, LP    Texas    32-0031564
AN Luxury Imports of Coconut Creek, Inc.    Delaware    86-0928950    AN North Phoenix Collision, Inc.    Delaware    34-1555317
AN Luxury Imports of Marietta, LLC    Delaware    65-0964278    AN Pontiac GMC Houston North GP, LLC    Delaware    16-1641915
AN LUXURY IMPORTS OF PALM BEACH, INC.    Delaware    20-8671889    AN Pontiac GMC Houston North, LP    Texas    13-4214055
AN LUXURY IMPORTS OF PEMBROKE PINES, INC.    Delaware    22-3869449    AN San Jose Luxury Imports Holdings, LLC    Delaware    20-5225929
AN Luxury Imports of Phoenix, Inc.    Delaware    26-4461301    AN San Jose Luxury Imports, Inc.    California    94-2633163
AN LUXURY IMPORTS OF SAN DIEGO, INC.    Delaware    20-5682367    AN Seattle Motors, Inc.    Delaware    91-1197824
AN SUBARU MOTORS, INC.    Delaware    20-5685964    Auto Company 2016-16, Inc.    Delaware    81-1424011
AN T. Imports of Atlanta, LLC    Delaware    47-0922628    Auto Company 2016-17, Inc.    Delaware    81-1456473
AN Texas Region Management, Ltd.    Texas    02-0654987    Auto Company 2016-18, Inc.    Delaware    81-1456551
AN Tucson Imports, LLC    Delaware    52-2102866    Auto Company 2016-19, Inc.    Delaware    81-1456608
AN Valencia Auto Imports, Inc.    Delaware    35-2437399    Mesa Collision, Inc.    Delaware    81-1349321
AN Western Region Management, LLC    Delaware    01-0756952    Auto Company 2016-20, Inc.    Delaware    81-1456666
AN/CF Acquisition Corp.    Delaware    65-0927849    Tier2 Corporation    Delaware    81-1349481
Henderson Collision, Inc.    Delaware    36-3087611    JLR Luxury Imports of Fremont, Inc.    Delaware    81-1349630
AN/KPBG Motors, Inc.    Washington    91-1739519    TX-CC Galleria, Inc.    Delaware    81-1367856
AN/MF Acquisition Corp.    Delaware    65-0961375    TX-CC Spring, Inc.    Delaware    81-1367949
AN/MNI Acquisition Corp.    Delaware    65-1024377    TX-CC Dallas, Inc.    Delaware    81-1368063
AN/PF Acquisition Corp.    Delaware    65-0927848    GA-CC Columbus, Inc.    Delaware    81-1368158


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

ANUSA Holding, LLC    Delaware    46-4813183    CA-CC Fremont, Inc.    Delaware    81-1387803
Appleway Chevrolet, Inc.    Washington    91-0538143    AUTO COMPANY 2017-01, INC.    Delaware    82-2235018
ASE Motors Holding Corp.    Texas    75-2271986    AUTO COMPANY 2017-02, INC.    Delaware    82-2235320
AUTO CAR HOLDING, LLC    Delaware    20-5225856    AUTO COMPANY 2017-03, INC.    Delaware    82-2235433
Auto Car, Inc.    California    68-0129623    AUTO COMPANY 2017-04, INC.    Delaware    82-2253649
Chandler Collision, Inc.    Delaware    81-1349193    AUTO COMPANY 2017-05, INC.    Delaware    82-2253812
Tucson Collision, Inc.    Delaware    81-1387945    AUTO COMPANY 2017-06, INC.    Delaware    82-2253886
Irvine Body Shop, Inc.    Delaware    81-1388043    AUTO COMPANY 2017-07, INC.    Delaware    82-2309635
Imports on PCH, Inc.    Delaware    81-1388255    AUTO COMPANY 2017-08, INC.    Delaware    82-2309733
Auto Company 2016-13, Inc.    Delaware    81-1423815    AUTO COMPANY 2017-09, INC.    Delaware    82-2309788
AutoNation Suite 101, Inc.    Delaware    81-1423892    AUTO COMPANY 2017-10, INC.    Delaware    82-2309903
Auto Company 2016-15, Inc.    Delaware    81-1423956    Auto Company IX, Inc.    Delaware    45-4497193
Auto Company VI, Inc.    Delaware    45-4496998    Gilbert ANUSA, LLC    Delaware    81-1368257
Auto Company VII, Inc.    Delaware    45-4497100    Auto Dealership 2016-4, LLC    Delaware    81-1368355
Auto Company VIII, Inc.    Delaware    45-4497147    Auto Dealership 2016-5, LLC    Delaware    81-1388406
Auto Company XI, Inc.    Delaware    45-4497510    Auto Dealership 2016-6, LLC    Delaware    81-1388478
Auto Company XII, Inc.    Delaware    45-4497553    Auto Dealership 2016-7, LLC    Delaware    81-1424093
Auto Company XIII, Inc.    Delaware    45-4497721    Mobile Motors, LLC    Delaware    81-1424163
Auto Company XIV, Inc.    Delaware    45-4497604    Auto Dealership 2016-9, LLC    Delaware    81-1456370
Auto Company XIX, Inc.    Delaware    46-4541407    AUTO DEALERSHIP 2017-01, LLC    Delaware    82-2166964
Auto TechLabs, Inc.    Delaware    46-4564833    ACP Auto Parts, LLC    Delaware    82-2167040
ACP Holding Corp.    Delaware    46-4565019    AUTO DEALERSHIP 2017-03, LLC    Delaware    82-2172386
Tempe Body Shop, Inc.    Delaware    46-4565133    AUTO DEALERSHIP 2017-04, LLC    Delaware    82-2172446
Gilbert Body Shop, Inc.    Delaware    46-4565251    AUTO DEALERSHIP 2017-05, LLC    Delaware    82-2193903
Auto Company XVII, Inc.    Delaware    46-4541217    AUTO DEALERSHIP 2017-06, LLC    Delaware    82-2194015
Auto Company XXI, Inc.    Delaware    46-4541577    AUTO DEALERSHIP 2017-07, LLC    Delaware    82-2208234
Auto Company XXII, Inc.    Delaware    46-4541640    AUTO DEALERSHIP 2017-08, LLC    Delaware    82-2208332
Auto Company XXIII, Inc.    Delaware    46-4541717    AUTO DEALERSHIP 2017-09, LLC    Delaware    82-2234761
Auto Company XXV, Inc.    Delaware    46-4541976    AUTO DEALERSHIP 2017-10, LLC    Delaware    82-2234819
Buena Park Luxury Imports, Inc.    Delaware    46-4542058    AUTO DEALERSHIP 2017-11, LLC    Delaware    82-2253295


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 Company XXVII, Inc.    Delaware    46-4542110    AUTO DEALERSHIP 2017-12, LLC    Delaware    82-2253416
Auto Company XXVIII, Inc.    Delaware    46-4542327    AUTO DEALERSHIP 2017-13, LLC    Delaware    82-2271051
Auto Dealership 2016-1, LLC    Delaware    81-1348781    AUTO DEALERSHIP 2017-14, LLC    Delaware    82-2271134
Auto Dealership 2016-10, LLC    Delaware    81-1456416    AUTO DEALERSHIP 2017-15, LLC    Delaware    82-2287959
Auto Dealership 2016-2, LLC    Delaware    81-1349768    AUTO DEALERSHIP 2017-16, LLC    Delaware    82-2288018
AUTO DEALERSHIP 2017-17, LLC    Delaware    82-2298944    Auto Dealership XXIII, LLC    Delaware    46-4657168
AUTO DEALERSHIP 2017-18, LLC    Delaware    82-2300370    AUTO HOLDING, LLC    Delaware    52-2107831
AUTO DEALERSHIP 2017-19, LLC    Delaware    82-2300487    AUTO MISSION HOLDING, LLC    Delaware    20-5226182
AUTO DEALERSHIP 2017-20, LLC    Delaware    82-2310000    Auto Mission Ltd.    California    94-3141091
AUTO DEALERSHIP 2017-21, LLC    Delaware    82-2310058    Auto Motors of Englewood, LLC    Delaware    46-4598610
AUTO DEALERSHIP 2017-22, LLC    Delaware    82-2310125    Auto West, Inc.    California    94-2946518
AUTO DEALERSHIP 2017-23, LLC    Delaware    82-2319272    Autohaus Holdings, Inc.    Delaware    80-0052569
AUTO DEALERSHIP 2017-24, LLC    Delaware    82-2319437    AutoNation Benefits Company, Inc.    Florida    34-1135160
AUTO DEALERSHIP 2017-25, LLC    Delaware    82-2319485    AutoNation Corporate Management, LLC    Delaware    22-3850167
AUTO DEALERSHIP 2017-26, LLC    Delaware    82-2335188    AutoNation Enterprises Incorporated    Florida    65-0608578
AUTO DEALERSHIP 2017-27, LLC    Delaware    82-2335228    AUTONATION FINANCIAL SERVICES, LLC    Delaware    65-0725080
AUTO DEALERSHIP 2017-28, LLC    Delaware    82-2335269    AutoNation Fort Worth Motors, Ltd.    Texas    65-1152832
AUTO DEALERSHIP 2017-29, LLC    Delaware    82-2350673    AutoNation GM GP, LLC    Delaware    65-0944592
AUTO DEALERSHIP 2017-30, LLC    Delaware    82-2350728    AutoNation Holding Corp.    Delaware    65-0723604
Auto Dealership III, LLC    Delaware    45-4503383    AutoNation Imports of Katy GP, LLC    Delaware    56-2307537
Auto Dealership IV, LLC    Delaware    45-4503422    AutoNation Imports of Katy, L.P.    Texas    65-0957160
Auto Dealership IX, LLC    Delaware    45-4503953    AutoNation Imports of Lithia Springs, LLC    Delaware    65-1003051
Auto Dealership V, LLC    Delaware    45-4503462    AutoNation Imports of Longwood, Inc.    Delaware    65-1032195
Auto Dealership VI, LLC    Delaware    45-4503772    AutoNation Imports of Palm Beach, Inc.    Delaware    65-1102140
Auto Dealership VII, LLC    Delaware    45-4503837    AutoNation Imports of Winter Park, Inc.    Delaware    65-1032110
Auto Dealership VIII, LLC    Delaware    45-4503899    AutoNation Motors Holding Corp.    Delaware    65-1132563
Auto Dealership X, LLC    Delaware    45-4504002    AutoNation Motors of Lithia Springs, Inc.    Delaware    65-1002966


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

AutoNation North Texas Management GP, LLC    Delaware    33-1037931    Bethesda Luxury Imports, LLC    Delaware    46-4611681
AutoNation Orlando Venture Holdings, Inc.    Delaware    65-1137521    Bill Ayares Chevrolet, LLC    Delaware    47-0922618
AutoNation Realty Corporation    Delaware    65-0711536    BLEDSOE DODGE, LLC    Delaware    65-0944613
AutoNation USA of Perrine, Inc.    Delaware    65-0899807    Bob Townsend Ford, Inc.    Delaware    31-0669965
AUTONATION V. IMPORTS OF DELRAY BEACH, LLC    Delaware    36-4558039    Body Shop Holding Corp.    Delaware    52-2124065
AutoNation.com, Inc.    Delaware    65-0945066    Brown & Brown Chevrolet - Superstition Springs, LLC    Arizona    86-0904747
Bankston Auto, Inc.    Texas    75-1336358    Brown & Brown Chevrolet, Inc.    Arizona    86-0128003
Bankston Chrysler Jeep of Frisco, L.P.    Texas    65-1052692    Brown & Brown Nissan Mesa, L.L.C.    Arizona    86-0795376
Bankston CJ GP, LLC    Delaware    56-2307538    Brown & Brown Nissan, Inc.    Arizona    86-0677220
BANKSTON FORD OF FRISCO, LTD.CO.    Texas    75-2529822    BULL MOTORS, LLC    Delaware    65-0944614
Bankston Nissan in Irving, Inc.    Texas    75-1325663    C. Garrett, Inc.    Colorado    84-1264053
Bankston Nissan Lewisville GP, LLC    Delaware    73-1670796    CARLISLE MOTORS, LLC    Delaware    65-0944616
Bankston Nissan Lewisville, Ltd.    Texas    06-1699681    CARWELL HOLDING, LLC    Delaware    20-5224795
Bargain Rent-A-Car    California    95-3821161    CARWELL, LLC    Delaware    65-0944617
Batfish, LLC    Colorado    84-1261352    Centennial Automotive, LLC    Delaware    65-0944626
BBCSS, Inc.    Arizona    58-2434441    Centennial Collision, Inc.    Delaware    46-4564206
Beach City Chevrolet Company, Inc.    California    95-1879646    CERRITOS BODY WORKS HOLDING, LLC    Delaware    20-5225440
BEACH CITY HOLDING, LLC    Delaware    20-5226233    Cerritos Body Works, Inc.    California    33-0374316
Beacon Motors, Inc.    Florida    65-0582254    CHAMPION CHEVROLET HOLDING, LLC    Delaware    20-5224897
Bell Motors, LLC    Delaware    52-2102862    CHAMPION CHEVROLET, LLC    Delaware    65-0944618
Bellevue Automotive, Inc.    Delaware    94-3009590    Champion Ford, Inc.    Texas    76-0171196
Bellevue Collision, Inc.    Delaware    46-4552919    Charlie Hillard, Inc.    Texas    75-0922515
BENGAL MOTOR COMPANY, LTD.    Florida    59-2985277    Charlie Thomas Chevrolet GP, LLC    Delaware    73-1670803
Bengal Motors, Inc.    Florida    65-0165367    Charlie Thomas Chevrolet, Ltd.    Texas    20-0058033
Charlie Thomas Chrysler-Plymouth, Inc.    Texas    76-0010351    CT Intercontinental, Ltd.    Texas    20-0057835
Charlie Thomas Courtesy Leasing, Inc.    Texas    74-1850452    CT Motors, Inc.    Texas    76-0387042
Charlie Thomas F. GP, LLC    Delaware    33-1062335    D/L Motor Company    Florida    59-3237877
Charlie Thomas Ford, Ltd.    Texas    20-0058561    Dealership Realty Corporation    Texas    76-0218062
Charlie Thomas’ Courtesy Ford, Ltd.    Texas    06-1699682    Delray Luxury Imports, Inc.    Delaware    46-4552813
Charlie Thomas’ Courtesy GP, LLC    Delaware    73-1670811    Desert Buick-GMC Trucks, L.L.C.    Delaware    52-2102859


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

CHESROWN AUTO, LLC    Delaware    65-0944619    Desert Chrysler-Plymouth, Inc.    Delaware    88-0121640
CHESROWN CHEVROLET, LLC    Delaware    65-0944620    Desert Dodge, Inc.    Nevada    88-0227814
Chesrown Collision Center, Inc.    Colorado    84-1358588    Desert GMC, L.L.C.    Delaware    52-2102860
Chesrown Ford, Inc.    Colorado    84-1164224    Dobbs Ford of Memphis, Inc.    Delaware    65-1065025
Chevrolet World, Inc.    Florida    59-2216673    Dobbs Ford, Inc.    Florida    59-1584177
Chuck Clancy Ford of Marietta, LLC    Delaware    47-0922626    Dobbs Mobile Bay, Inc.    Alabama    62-1196110
CJ VALENCIA HOLDING, LLC    Delaware    20-5226043    Dobbs Motors of Arizona, Inc.    Arizona    93-0929951
Coastal Cadillac, Inc.    Florida    59-3023188    Don Mealey Chevrolet, Inc.    Florida    59-1553076
Consumer Car Care Corporation    Tennessee    62-1151481    Don Mealey Imports, Inc.    Florida    59-3099049
Contemporary Cars, Inc.    Florida    59-1635976    Don-A-Vee Jeep-Eagle, Inc.    California    33-0203778
Cook-Whitehead Ford, Inc.    Florida    59-1165955    Driver’s Mart Worldwide, Inc.    Virginia    38-3275555
Corporate Properties Holding, Inc.    Delaware    65-0948961    Eastern Region Management, LLC    Delaware    52-2135867
Corpus Christi ANUSA, LLC    Delaware    46-4705830    EASTGATE FORD, INC.    Ohio    31-0736141
Corpus Christi Collision Center, Inc.    Delaware    45-4496075    Ed Mullinax Ford, LLC    Delaware    57-1174464
COSTA MESA CARS HOLDING, LLC    Delaware    20-5226339    Edgren Motor Company, Inc.    California    94-1561041
Costa Mesa Cars, Inc.    California    33-0626084    EDGREN MOTOR HOLDING, LLC    Delaware    20-5225254
Courtesy Auto Group, Inc.    Florida    59-2360236    EL MONTE IMPORTS HOLDING, LLC    Delaware    20-5226399
Courtesy Broadway, LLC    Colorado    20-5417194    El Monte Imports, Inc.    Delaware    65-0881906
Covington Pike Motors, Inc.    Tennessee    58-1366612    EL MONTE MOTORS HOLDING, LLC    Delaware    20-5226498
CT Intercontinental GP, LLC    Delaware    33-1062337    El Monte Motors, Inc.    Delaware    65-0881905
EMICH SUBARU WEST, LLC    Delaware    65-0944597    George Sutherlin Nissan, LLC    Delaware    47-0922627
Empire Services Agency, Inc.    Florida    65-0329882    Germantown Luxury Imports, LLC    Delaware    46-4640265
Financial Services GP, LLC    Delaware    02-0695729    Government Boulevard Motors, Inc.    Alabama    62-1502108
Financial Services, Ltd.    Texas    20-0057657    Gulf Management, Inc.    Florida    59-2908603
First Team Automotive Corp.    Delaware    59-3440254    Hayward Dodge, Inc.    Delaware    94-1689551
First Team Ford of Manatee, Ltd.    Florida    59-3446538    Henderson ANUSA, LLC    Delaware    46-4800106
First Team Ford, Ltd.    Florida    59-3366156    Hillard Auto Group, Inc.    Texas    75-1965005
         Hollywood Imports Limited, Inc.    Florida    59-2025810
First Team Management, Inc.    Florida    59-2714981    HORIZON CHEVROLET, INC.    Ohio    34-1245635
FIT KIT HOLDING, LLC    Delaware    20-5225481    HOUSE OF IMPORTS HOLDING, LLC    Delaware    20-5226553
Fit Kit, Inc.    California    33-0115670    House of Imports, Inc.    California    95-2498811
Florida Auto Corp.    Delaware    65-0837116    Houston ANUSA, LLC    Delaware    46-4667987
Ford of Kirkland, Inc.    Washington    91-1425985    Houston Auto M. Imports Greenway, Ltd.    Texas    20-0057720


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

Fox Chevrolet, LLC    Delaware    47-0922620    Houston Auto M. Imports North, Ltd.    Texas    20-0058197
FOX MOTORS, LLC    Delaware    47-0922619    Houston Imports Greenway GP, LLC    Delaware    56-2307542
Fred Oakley Motors, Inc.    Delaware    75-1524534    Houston Imports North GP, LLC    Delaware    56-2307540
FREMONT LUXURY IMPORTS HOLDING, LLC    Delaware    20-5226133    HVA IMPORTS, LLC    Delaware    52-2135875
Ft. Lauderdale Nissan, Inc.    Florida    65-0273822    HVM IMPORTS, LLC    Delaware    65-0944227
G.B. IMPORT SALES & SERVICE HOLDING, LLC    Delaware    20-5224826    HVS Motors, LLC    Delaware    65-0944662
G.B. IMPORT SALES & SERVICE, LLC    Delaware    65-0944605    HVVW Motors, LLC    Delaware    65-0944181
GA CDJR Motors, LLC    Delaware    45-4505030    IRVINE IMPORTS HOLDING, LLC    Delaware    20-5225601
GA Columbus Imports, LLC    Delaware    46-4553266    Irvine Imports, Inc.    California    33-0374310
GA F Imports, LLC    Delaware    46-4571435    IRVINE TOYOTA/NISSAN/VOLVO LIMITED PARTNERSHIP    Georgia    88-0377749
GA H Imports, LLC    Delaware    45-4505078    JEMAUTCO, INC.    Ohio    31-1153168
GA HY Imports, LLC    Delaware    46-4537858    JERRY GLEASON CHEVROLET, INC.    Illinois    36-2840037
GENE EVANS FORD, LLC    Delaware    65-0944608    Jerry Gleason Dodge, Inc.    Illinois    36-4074146
Jim Quinlan Chevrolet Co.    Delaware    59-1055603    MAGIC ACQUISITION HOLDING, LLC    Delaware    20-5226582
Joe MacPherson Ford    California    33-0180618    Maitland Luxury Imports, Inc.    Delaware    45-4497658
Joe MacPherson Imports No. I    California    33-0745137    Marks Family Dealerships, Inc.    Texas    74-1405873
Joe MacPherson Infiniti    California    33-0127306    Marks Transport, Inc.    Texas    76-0444883
JOE MACPHERSON INFINITI HOLDING, LLC    Delaware    20-5224941    MC/RII, LLC    Ohio    31-1751162
JOHN M. LANCE FORD, LLC    Delaware    65-0944184    Mealey Holdings, Inc.    Florida    59-3280283
J-R Motors Company North    Colorado    84-1167355         
J-R Motors Company South    Colorado    84-1167319    Midway Chevrolet, Inc.    Texas    75-1631858
JRJ Investments, Inc.    Nevada    88-0199942    Mike Hall Chevrolet, Inc.    Delaware    74-1940031
Katy ANUSA, LLC    Delaware    46-4816671   

Mike Shad Chrysler

Plymouth Jeep Eagle, Inc.

   Florida    65-0731779
Kenyon Dodge, Inc.    Florida    59-0479520    Mike Shad Ford, Inc.    Florida    65-0730472
King’s Crown Ford, Inc.    Delaware    59-2018826    Mission Blvd. Motors, Inc.    California    94-3179908
L.P. Evans Motors WPB, Inc.    Florida    59-0684221    Mortimer Collision, LLC    Delaware    47-0922622
L.P. Evans Motors, Inc.    Florida    59-0601584    MR. WHEELS HOLDING, LLC    Delaware    20-5225351
Lance Children, Inc.    Ohio    34-1789728    Mr. Wheels, Inc.    California    95-3050274
Las Vegas ANUSA, LLC    Delaware    46-4756234    Mullinax East, LLC    Delaware    57-1174463
Leesburg Imports, LLC    Delaware    06-1712528    MULLINAX FORD NORTH CANTON, INC.    Ohio    34-1706005


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

Leesburg Motors, LLC    Delaware    06-1712525    Mullinax Ford South, Inc.    Florida    59-2745619
Les Marks Chevrolet, Inc.    Texas    76-0375065    Mullinax Used Cars, Inc.    Ohio    34-1663489
Lew Webb’s Ford, Inc.    California    33-0677560    Naperville Imports, Inc.    Delaware    65-1151451
LEW WEBB’S IRVINE NISSAN HOLDING, LLC    Delaware    20-5225321    NEWPORT BEACH CARS HOLDING, LLC    Delaware    20-5224604
Lew Webb’s Irvine Nissan, Inc.    California    33-0374313    NEWPORT BEACH CARS, LLC    Delaware    65-0944175
Lewisville Collision, Inc.    Delaware    46-4553097    Nichols Ford, Ltd.    Texas    20-0057609
Lewisville Imports GP, LLC    Delaware    16-1640974    Nichols GP, LLC    Delaware    33-1062338
Lewisville Imports, Ltd.    Texas    06-1647785    Nissan of Brandon, Inc.    Florida    59-2872723
Lot 4 Real Estate Holdings, LLC    Delaware    32-0103034    Northpoint Chevrolet, LLC    Delaware    47-0922630
Luxury Orlando Imports, Inc.    Delaware    45-4496251    Northwest Financial Group, Inc.    Washington    91-1666832
Luxury Woodlands Imports, Inc.    Delaware    46-4552034    NY LNR Luxury Imports, Inc.    Delaware    46-4541298
MacHoward Leasing    California    95-2267692    NY Luxury Motors of Mt. Kisco, Inc.    Delaware    45-4497466
MACHOWARD LEASING HOLDING, LLC    Delaware    20-5224996    NY Mt. Kisco Luxury Imports, Inc.    Delaware    46-4541484
MacPherson Enterprises, Inc.    California    95-2706038    NY Palisades Luxury Imports, Inc.    Delaware    45-4496937
Magic Acquisition Corp.    Delaware    65-0711428    NY White Plains Luxury Imports, Inc.    Delaware    46-4541840
Oxnard European Motors, LLC    Delaware    26-3036624    Republic Risk Management Services, Inc.    Florida    65-0782124
Oxnard Venture Holdings, Inc.    Delaware    26-3454865    Resources Aviation, Inc.    Florida    65-0858501
Payton-Wright Ford Sales, Inc.    Texas    75-1231297    RI Merger Corp.    Colorado    84-1492421
Pembroke Motors, Inc.    Delaware    65-0948962    RI/BB Acquisition Corp.    Delaware    52-2127466
Peyton Cramer Automotive    California    33-0612289    RI/BBNM Acquisition Corp.    Arizona    86-0914399
PEYTON CRAMER AUTOMOTIVE HOLDING, LLC    Delaware    20-5226609    RI/Hollywood Nissan Acquisition Corp.    Delaware    65-0784675
PEYTON CRAMER F. HOLDING, LLC    Delaware    20-5225040    RI/LLC Acquisition Corp.    Colorado    84-1459545
Peyton Cramer Ford    California    95-3410394    RI/RMC Acquisition GP, LLC    Delaware    33-1062340
Peyton Cramer Infiniti    California    33-0567152    RI/RMC Acquisition, Ltd.    Texas    20-0057572
PEYTON CRAMER INFINITI HOLDING, LLC    Delaware    20-5226653    RI/RMT Acquisition GP, LLC    Delaware    02-0695720
Peyton Cramer Jaguar    California    33-0567150    RI/RMT Acquisition, Ltd.    Texas    20-0058111
         RI/WFI Acquisition Corporation    Delaware    52-2124969
PEYTON CRAMER LM HOLDING, LLC    Delaware    20-5224570    RKR Motors, Inc.    Florida    65-0070349
Phoenix ANUSA, LLC    Delaware    46-4733662    Plano Collision, Inc.    Delaware    46-4564729
Pierce Automotive Corporation    Arizona    86-0811184    Roseville Motor Corporation    California    94-2922942
PIERCE, LLC    Delaware    65-0944638    ROSEVILLE MOTOR HOLDING, LLC    Delaware    20-5225195


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

Pitre Chrysler-Plymouth-Jeep of Scottsdale, Inc.    Delaware    86-0928955    Sacramento Collision, Inc.    Delaware    46-4553176
Plains Chevrolet GP, LLC    Delaware    06-1699677    Sahara Imports, Inc.    Nevada    86-0869592
Plains Chevrolet, Ltd.    Texas    20-0058622    SAHARA NISSAN, INC.    Nevada    88-0133547
Port City Imports, Inc.    Texas    74-2403712         
Prime Auto Cosmetics, Inc.    Delaware    46-4552973         
Prime Auto Resources, Inc.    California    33-0718037    SHAMROCK F. HOLDING, LLC    Delaware    20-5226693
Quality Nissan GP, LLC    Delaware    06-1699678    Shamrock Ford, Inc.    California    94-2220473
Quality Nissan, Ltd.    Texas    20-0058629    Six Jays LLC    Colorado    84-1364768
Quinlan Motors, Inc.    Florida    59-3268936    SMI MOTORS HOLDING, LLC    Delaware    20-5226719
R. Coop Limited    Colorado    84-1251979    SMI Motors, Inc.    California    95-4399082
R.L. Buscher II, Inc.    Colorado    84-1171763    South Broadway Motors, LLC    Delaware    65-0944625
R.L. Buscher III, Inc.    Colorado    84-1171764    Southwest Motors of Denver, LLC    Delaware    65-0944643
Real Estate Holdings, Inc.    Florida    65-0789583    STAR MOTORS, LLC    Delaware    65-0944646
RENTON H IMPORTS, INC.    Delaware    84-1491657    Steakley Chevrolet GP, LLC    Delaware    02-0695725
Republic Resources Company    Delaware    51-0370517    Steakley Chevrolet, Ltd.    Texas    20-0058140
Steeplechase Motor Company    Texas    76-0244476    TN F Imports, LLC    Delaware    45-4504984
STEVE MOORE CHEVROLET DELRAY, LLC    Delaware    65-0944647    TORRANCE NISSAN HOLDING, LLC    Delaware    20-5224866
STEVE MOORE CHEVROLET, LLC    Delaware    65-0944670    TORRANCE NISSAN, LLC    Delaware    65-0944661
STEVENS CREEK HOLDING, LLC    Delaware    20-5225154    Tousley Ford, Inc.    Minnesota    41-0609970
Stevens Creek Luxury Imports Holding, LLC    Delaware    45-4503334    TOYOTA CERRITOS LIMITED PARTNERSHIP    Georgia    88-0377743
Stevens Creek Luxury Imports, Inc.    Delaware    45-4496303    Triangle Corporation    Delaware    52-2025037
Stevens Creek Motors, Inc.    California    94-3010181    T-West Sales & Service, Inc.    Nevada    88-0235466
Sunrise Nissan of Jacksonville, Inc.    Florida    59-3427446    TX Alliance Motors, Inc.    Texas    74-2941297
Sunrise Nissan of Orange Park, Inc.    Florida    59-1357686    TX Ennis Autoplex Motors, Inc.    Texas    75-2301576
Sunset Pontiac-GMC Truck South, Inc.    Florida    59-3128431    TX Motors of North Richland Hills, Inc.    Delaware    75-1574866
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    TX West Houston Motors, Inc.    Texas    74-2705707
Sutherlin H. Imports, LLC    Delaware    47-0922631    Valencia Auto Imports Holding, LLC    Delaware    45-4503286
Sutherlin Imports, LLC    Delaware    65-0944664    VALENCIA B. IMPORTS HOLDING, LLC    Delaware    20-5225959
SUTHERLIN NISSAN, LLC    Delaware    65-0944665    Valencia B. Imports, Inc.    Delaware    20-0152054
Tasha Incorporated    California    94-2512050    Valencia Dodge    California    95-3935812


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

Tempe Auto Imports, Inc.    Delaware    46-4551989    VALENCIA DODGE HOLDING, LLC    Delaware    20-5226772
TERRY YORK MOTOR CARS HOLDING, LLC    Delaware    20-5226742    VALENCIA H. IMPORTS HOLDING, LLC    Delaware    20-5226809
Terry York Motor Cars, Ltd.    California    95-3549353    Valencia H. Imports, Inc.    Delaware    20-0152004
Texan Ford Sales, Ltd.    Texas    20-0058068    VALLEY CHEVROLET, LLC    Delaware    47-0922623
Texan Ford, Inc.    Texas    76-0207034    VANDERBEEK MOTORS HOLDING, LLC    Delaware    20-5226839
Texan Sales GP, LLC    Delaware    02-0695727    Vanderbeek Motors, Inc.    California    94-2494800
Texas Management Companies LP, LLC    Delaware    52-2135873    Vanderbeek Olds/GMC Truck, Inc.    California    68-0072435
         VANDERBEEK TRUCK HOLDING, LLC    Delaware    20-5373982
The Pierce Corporation II, Inc.    Arizona    86-0743383    VILLAGE MOTORS, LLC    Delaware    65-0944660
Tinley Park A. Imports, Inc.    Delaware    52-2124968    Vince Wiese Chevrolet, Inc.    Delaware    95-2703429
Tinley Park J. Imports, Inc.    Delaware    52-2104777    VINCE WIESE HOLDING, LLC    Delaware    20-5226871
Tinley Park V. Imports, Inc.    Delaware    84-1041105    VistaCal Luxury Imports, Inc.    Delaware    46-4551856
TN CDJR Motors, LLC    Delaware    45-4504914    W.O. Bankston Nissan, Inc.    Texas    75-1279211
WALLACE DODGE, LLC    Delaware    65-0944659    Westgate Chevrolet, Ltd.    Texas    20-0058608
WALLACE FORD, LLC    Delaware    65-0944658    Westmont A. Imports, Inc.    Delaware    65-0725800
WALLACE LINCOLN-MERCURY, LLC    Delaware    65-0944657    Westmont B. Imports, Inc.    Delaware    65-1151452
WALLACE NISSAN, LLC    Delaware    65-0944655    Westmont Collision, Inc.    Delaware    46-4552876
Webb Automotive Group, Inc.    California    33-0338459    Westmont M. Imports, Inc.    Delaware    65-1151453
West Colorado Motors, LLC    Delaware    65-0944593    Woody Capital Investment Company II    Colorado    84-1167986
West Houston Luxury Imports, Inc.    Delaware    46-4552448    Woody Capital Investment Company III    Colorado    84-1167988
West Side Motors, Inc.    Tennessee    62-1030139    Working Man’s Credit Plan, Inc.    Texas    75-2458731
Westgate Chevrolet GP, LLC    Delaware    06-1699676    WPB Collision, Inc.    Delaware    52-2109996

 

*

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 into, 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 7 of this prospectus.

 

 

Investing in our securities involves risks, including those described under “Risk Factors” beginning on page 4 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 22, 2019


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TABLE OF CONTENTS

 

     Page  

FORWARD-LOOKING STATEMENTS

     1  

ABOUT THIS PROSPECTUS

     3  

THE COMPANY

     4  

RISK FACTORS

     4  

USE OF PROCEEDS

     4  

DESCRIPTION OF CAPITAL STOCK

     5  

DESCRIPTION OF OTHER SECURITIES

     6  

PLAN OF DISTRIBUTION

     7  

WHERE YOU CAN FIND ADDITIONAL INFORMATION

     7  

LEGAL MATTERS

     8  

EXPERTS

     8  

 

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, are, or may deemed to be, forward-looking statements. Words such as “anticipate,” “expect,” “intend,” “goal,” “plan,” “believe,” “continue,” “may,” “will,” “could,” and variations of such words and similar expressions are intended to identify such forward-looking statements. Statements regarding our strategy, future operations, financial position, estimated financial results, planned transactions, projected costs, as well as other statements that describe our objectives, goals or plans, are forward-looking statements.

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. Our forward-looking statements reflect our current expectations concerning future results and events, and they involve known and unknown risks, uncertainties and other factors that are difficult to predict and may cause our actual results, performance or achievements to be materially different from any future results, performance and achievements expressed or implied by these 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, including fuel prices, interest rates and tariffs. Our business and results of operations are substantially dependent on vehicle sales levels in the United States and in our particular geographic markets, as well as the gross profit margins that we can achieve on our sales of 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.

 

   

We are investing significantly in our brand extension strategy, and if our strategic initiatives are not successful, we will have incurred significant expenses without the benefit of improved financial results.

 

   

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

 

1


Table of Contents
 

regulations are enacted that adversely affect our operations, our business, operating results, and prospects could suffer.

 

   

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. 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.

 

2


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 7 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.

 

3


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, 2018, we owned and operated 326 new vehicle franchises from 239 stores located in the United States, predominantly in major metropolitan markets in the Sunbelt region. Our stores, which we believe include some of the most recognizable and well-known in our key markets, sell 33 different new vehicle brands. The core brands of new vehicles that we sell, representing approximately 92% of the new vehicles that we sold in 2018, are manufactured by Toyota (including Lexus), Honda, Ford, General Motors, FCA US, Mercedes-Benz, Nissan, BMW, and Volkswagen (including Audi and Porsche). We also own and operate 85 AutoNation-branded collision centers, and together with our vehicle dealerships, our AutoNation USA stores and our automotive auctions, we owned and operated over 325 locations coast to coast.

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 any prospectus supplement or free writing prospectus, our most recent Annual Report on Form 10-K, 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 7 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, which may include working capital, acquisitions, construction of new facilities, repayment or refinancing of debt, share repurchases and other business opportunities.

 

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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 20, 2019, there were 90,058,836 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.

 

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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 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.

 

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PLAN OF DISTRIBUTION

The securities being offered hereby may be sold by us from time to time in one or more transactions, including without limitation:

 

   

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 the applicable prospectus supplement or free writing prospectus, as the case may be.

WHERE YOU CAN FIND ADDITIONAL INFORMATION

We file annual, quarterly and current reports, proxy statements and other information with the SEC. The SEC maintains a website at www.sec.gov that contains reports, proxy and information statements and other information regarding issuers that file electronically with the SEC, including AutoNation.

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, 2018 filed with the SEC on February 22, 2019;

 

   

Our Current Reports on Form 8-K filed with the SEC on January 9, 2019, January 24, 2019 and February 22, 2019 (with respect to Item 5.02 and Exhibit 10.1 of Item 9.01 only); and

 

   

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

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

AutoNation, Inc.

200 SW 1st Ave

Fort Lauderdale, FL 33301

Attention: Legal Department

Telephone: (954) 769-6000

 

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LEGAL MATTERS

C. Coleman G. Edmunds, Executive Vice President, General Counsel and Corporate 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. and its subsidiaries as of December 31, 2018 and 2017, and for each of the years in the three-year period ended December 31, 2018, and management’s assessment of the effectiveness of internal control over financial reporting as of December 31, 2018 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.

 

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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  

SEC registration fee

   $   *  

Printing fees and expenses

   $ **  

Legal fees and expenses

   $ **  

Accounting fees and expenses

   $ **  

Trustee and transfer agent fees and expenses

   $ **  

Rating agency and listing fees

   $ **  

Miscellaneous expenses

   $ **  
  

 

 

 

TOTAL

   $ **  

 

*

To be defined pursuant to Rule 456(b) under the Securities Act and calculated in connection with an offering of securities under this Registration Statement pursuant to Rule 457(r) under the Securities Act.

**

An estimate of the aggregate expenses in connection with the sale and distribution of the securities being offered will be included in the applicable prospectus supplement.

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.

 

 

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

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

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

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

 

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ITEM 16. 

EXHIBITS

 

Exhibit No.

  

Description of Exhibits

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 December 16, 2016)
4.2    Form of debt securities*
4.3    Form of guarantee*
4.4    Form of any certificate of designation, preferences and rights with respect to any preferred stock issued hereunder*
4.5    Form of any preferred stock certificate*
4.6    Form of warrant agreement*
5.1    Opinion of Skadden, Arps, Slate, Meagher & Flom LLP
5.2    Opinion of C. Coleman G. Edmunds, Executive Vice President, General Counsel and Corporate Secretary of the Company
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.

 

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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.

 

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(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;

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.

 

 

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SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, the registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-3 and has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Fort Lauderdale, State of Florida, on February 22, 2019.

 

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 C. Coleman Edmunds, 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

Michael J. Jackson

   Chairman of the Board, Chief Executive Officer and President (Principal Executive Officer)    February 22, 2019

/s/ Cheryl Miller

Cheryl Miller

  

Executive Vice President and Chief Financial Officer

(Principal Financial Officer)

   February 22, 2019

/s/ Christopher R. Cade

Christopher R. Cade

   Senior Vice President and Chief Accounting Officer (Principal Accounting Officer)    February 22, 2019

/s/ Rick L. Burdick

Rick L. Burdick

   Director    February 22, 2019

/s/ Tomago Collins

Tomago Collins

   Director    February 22, 2019

/s/ David B. Edelson

David B. Edelson

   Director    February 22, 2019

/s/ Robert R. Grusky

Robert R. Grusky

   Director    February 22, 2019

/s/ Kaveh Khosrowshahi

Kaveh Khosrowshahi

   Director    February 22, 2019

/s/ G. Mike Mikan

G. Mike Mikan

   Director    February 22, 2019

/s/ Alison H. Rosenthal

Alison H. Rosenthal

   Director    February 22, 2019

/s/ Jacqueline A. Travisano

Jacqueline A. Travisano

   Director    February 22, 2019


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SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, the registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-3 and has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Fort Lauderdale, State of Florida, on February 22, 2019.

 

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/KPBG MOTORS, INC.
AN/MF ACQUISITION CORP

AUTO TECHLABS, INC.

 

ACP HOLDING CORP.

AUTO COMPANY XXVIII, INC.
AN AUTOPARTS, INC.
AUTO DEALERSHIP VII, LLC
ANUSA HOLDING, LLC
AUTO HOLDING, LLC
AUTO WEST, INC.
AUTONATION BENEFITS COMPANY, INC.

AUTONATION CORPORATE

MANAGEMENT, LLC

AUTONATION ENTERPRISES

INCORPORATED

AUTONATION MOTORS HOLDING CORP.
AUTONATION MOTORS OF LITHIA SPRINGS, INC.
AUTONATION REALTY CORPORATION
AUTONATION V. IMPORTS OF DELRAY BEACH, LLC
BANKSTON AUTO, INC.
BATFISH, LLC
BBCSS, INC.
BEACH CITY CHEVROLET COMPANY, INC.
BEACH CITY HOLDING, LLC
BLEDSOE DODGE, LLC
BOB TOWNSEND FORD, INC.
BODY SHOP HOLDING CORP.
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.
DEALERSHIP REALTY CORPORATION
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.

FT. LAUDERDALE NISSAN, INC.

 

GA F IMPORTS, LLC

HAYWARD DODGE, INC.
HORIZON CHEVROLET, INC.
JEMAUTCO, INC.
JERRY GLEASON CHEVROLET, INC.
JERRY GLEASON DODGE, INC.
JOE MACPHERSON IMPORTS NO. I
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
MIKE SHAD CHRYSLER PLYMOUTH JEEP EAGLE, INC.
MISSION BLVD. MOTORS, INC.
NY PALISADES LUXURY IMPORTS, INC.
PAYTON-WRIGHT FORD SALES, INC.
PEYTON CRAMER JAGUAR
PEYTON CRAMER LM HOLDING, LLC

PITRE CHRYSLER-PLYMOUTH-JEEP OF

SCOTTSDALE, INC.

QUINLAN MOTORS, INC.

 

REAL ESTATE HOLDINGS, INC.

REPUBLIC RESOURCES COMPANY
REPUBLIC RISK MANAGEMENT SERVICES, INC.
RESOURCES AVIATION, INC.
RI MERGER CORP.
RI/BBNM ACQUISITION CORP.
RI/WFI ACQUISITION CORPORATION
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
SUNRISE NISSAN OF JACKSONVILLE, INC.
SUNSET PONTIAC-GMC, INC.
SUNSET PONTIAC-GMC TRUCK SOUTH, INC.
SUTHERLIN CHRYSLER-PLYMOUTH JEEP-EAGLE, LLC
THE PIERCE CORPORATION II, INC.
TINLEY PARK A. IMPORTS, INC.
TINLEY PARK J. IMPORTS, INC.

TINLEY PARK V. IMPORTS, INC.

 

TN F IMPORTS, LLC

 


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TORRANCE NISSAN, LLC
TORRANCE NISSAN HOLDING, LLC
TRIANGLE CORPORATION
VALENCIA DODGE
VALENCIA DODGE HOLDING, LLC
VANDERBEEK OLDS/GMC TRUCK, INC.
VANDERBEEK TRUCK HOLDING, LLC
WALLACE DODGE, LLC
WALLACE NISSAN, LLC
WALLACE LINCOLN-MERCURY, LLC

WORKING MAN`S CREDIT PLAN, INC.

 

AUTONATION FINANCIAL SERVICES, LLC

 

ASE MOTORS HOLDING CORP.

TIER2 CORPORATION

ACER FIDUCIARY, INC.

 

AUTO COMPANY 2016-13, INC.

AUTONATION SUITE 101, 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 2016-4, LLC

MOBILE MOTORS, LLC

 

AUTO DEALERSHIP 2016-9, LLC

 

AUTO DEALERSHIP 2016-10, LLC

AN F. IMPORTS OF HAWTHORNE, LLC
PEYTON CRAMER INFINITI
AN SEATTLE MOTORS, INC.
AN MOTORS OF DELRAY BEACH, INC.
MIDWAY CHEVROLET, INC.
QUALITY NISSAN GP, LLC
QUALITY NISSAN, LTD.

BY: QUALITY NISSAN GP, LLC

ITS: GENERAL PARTNER

COURTESY BROADWAY, LLC
BANKSTON CHRYSLER JEEP OF FRISCO, L.P.

BY: BANKSTON CJ GP, LLC

ITS: GENERAL PARTNER

BANKSTON CJ GP, LLC

FINANCIAL SERVICES GP, LLC

FINANCIAL SERVICES, LTD.

BY: FINANCIAL SERVICES GP, LLC

ITS: GENERAL PARTNER

AN CORPUS CHRISTI IMPORTS ADV. GP, LLC

AN CORPUS CHRISTI IMPORTS ADV., LP

 

        BY: AN CORPUS CHRISTI ADV. GP, LLC

ITS: GENERAL PARTNER

CHARLIE THOMAS COURTESY LEASING, INC.
AN CORPUS CHRISTI IMPORTS II GP, LLC

AN CORPUS CHRISTI IMPORTS II, LP

 

BY: AN CORPUS CHRISTI IMPORTS II GP, LLC

ITS: GENERAL PARTNER

AUTO COMPANY VIII, 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

AUTO COMPANY XII, INC.

STEVE MOORE CHEVROLET DELRAY, LLC

 

AN MOTORS OF FT. LAUDERDALE, INC.

AN MOTORS OF DALLAS, INC.

 

HVVW MOTORS, LLC

W.O. BANKSTON NISSAN, INC.
SUPERIOR NISSAN, INC.
BANKSTON NISSAN IN IRVING, INC.
AUTO COMPANY IX, INC.
AN IMPORTS OF SEATTLE, INC.
AN COLLISION CENTER OF SARASOTA, INC.
PIERCE AUTOMOTIVE CORPORATION
AUTOHAUS HOLDINGS, INC.

AN TEXAS REGION MANAGEMENT, LTD.

 

BY: AUTONATION NORTH TEXAS MANAGEMENT GP, LLC

ITS: GENERAL PARTNER

AUTONATION NORTH TEXAS MANAGEMENT GP, LLC
AUTO COMPANY 2017-01, INC.
AUTO COMPANY 2017-02, INC.
AUTO COMPANY 2017-03, INC.
AUTO COMPANY 2017-04, INC.
AUTO COMPANY 2017-05, INC.
AUTO COMPANY 2017-06, INC.
AUTO COMPANY 2017-07, INC.
AUTO COMPANY 2017-08, INC.
AUTO COMPANY 2017-09, INC.
AUTO COMPANY 2017-10, INC.
AUTO DEALERSHIP 2017-01, LLC
AUTO DEALERSHIP 2017-03, LLC
AUTO DEALERSHIP 2017-04, LLC
AUTO DEALERSHIP 2017-05, LLC
AUTO DEALERSHIP 2017-06, LLC
AUTO DEALERSHIP 2017-07, LLC
AUTO DEALERSHIP 2017-08, LLC
AUTO DEALERSHIP 2017-09, LLC
AUTO DEALERSHIP 2017-10, LLC
AUTO DEALERSHIP 2017-11, LLC
AUTO DEALERSHIP 2017-12, LLC
AUTO DEALERSHIP 2017-13, LLC
AUTO DEALERSHIP 2017-14, LLC
AUTO DEALERSHIP 2017-15, LLC
AUTO DEALERSHIP 2017-16, LLC
AUTO DEALERSHIP 2017-17, LLC
AUTO DEALERSHIP 2017-18, LLC
AUTO DEALERSHIP 2017-19, LLC
AUTO DEALERSHIP 2017-20, LLC
AUTO DEALERSHIP 2017-21, LLC
AUTO DEALERSHIP 2017-22, LLC
AUTO DEALERSHIP 2017-23, LLC
AUTO DEALERSHIP 2017-24, LLC
AUTO DEALERSHIP 2017-25, LLC
AUTO DEALERSHIP 2017-26, LLC
AUTO DEALERSHIP 2017-27, LLC
AUTO DEALERSHIP 2017-28, LLC
AUTO DEALERSHIP 2017-29, LLC
AUTO DEALERSHIP 2017-30, LLC
AN CORPUS CHRISTI IMPORTS GP, LLC
AN CORPUS CHRISTI IMPORTS, LP

BY: AN CORPUS CHRISTI IMPORTS GP, LLC

ITS: GENERAL PARTNER

AN F. IMPORTS OF HAWTHORNE HOLDING, LLC
AUTONATION ORLANDO VENTURE HOLDINGS, INC.
HILLARD AUTO GROUP, INC.
IRVINE TOYOTA/NISSAN/VOLVO LIMITED PARTNERSHIP

BY: WEBB AUTOMOTIVE GROUP, INC.

ITS: GENERAL PARTNER

LANCE CHILDREN, INC.
MACHOWARD LEASING HOLDING, LLC
 


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MULLINAX USED CARS, INC.
PEYTON CRAMER INIFINITI HOLDING, LLC
TEXAS MANAGEMENT COMPANIES LP, LLC

TOYOTA CERRITOS LIMITED

PARTNERSHIP

BY: WEBB AUTOMOTIVE GROUP, INC.

ITS: GENERAL PARTNER

CERRITOS BODY WORKS, INC.
CERRITOS BODY WORKS HOLDING, LLC
LOT 4 REAL ESTATE HOLDINGS, LLC
AN F. IMPORTS OF ROSEVILLE, INC.
FOX CHEVROLET, LLC
RI/LLC ACQUISITION CORP.
AN F. IMPORTS OF ROSEVILLE HOLDING, LLC
AN F. IMPORTS OF ATLANTA, LLC
AL FORT PAYNE MOTORS, LLC
NISSAN OF BRANDON, INC.
G.B. IMPORT SALES & SERVICE HOLDING, LLC
G.B. IMPORT SALES & SERVICE, LLC
OXNARD VENTURE HOLDINGS, INC
OXNARD EUROPEAN MOTORS, LLC
SACRAMENTO COLLISION, INC.

AUTONATION IMPORTS OF KATY GP, LLC

 

AUTONATION IMPORTS OF KATY, L.P.

BY: AUTONATION IMPORTS OF KATY GP, LLC

ITS: GENERAL PARTNER

AN MOTORS OF FEDERAL HIGHWAY, LLC
SUNRISE NISSAN OF ORANGE PARK, INC.
AN CENTRAL REGION MANAGEMENT, LLC

AUTO DEALERSHIP 2016-1, LLC

 

AUTO DEALERSHIP 2016-2, LLC

AN F. IMPORTS OF NORTH PHOENIX, INC.
LAS VEGAS ANUSA, LLC
GILBERT ANUSA, LLC

TX ENNIS AUTOPLEX MOTORS, INC.

 

TX MOTORS ON SOUTHWEST LOOP, INC.

 

CA-CC FREMONT, INC.

 

IRVINE BODY SHOP, INC.

CENTENNIAL COLLISION, INC.
 

 

By:  

/s/ C. Coleman Edmunds

  C. Coleman Edmunds
  President


Table of Contents

POWER OF ATTORNEY

KNOWN ALL PERSONS BY THESE PRESENTS, that each person whose signature appears below hereby constitutes and appoints Michael J. Jackson, C. Coleman Edmunds and Thomas J. Mila, 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/ C. Coleman Edmunds

C. Coleman Edmunds

  

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

   February 22, 2019

/s/ David E. Schoenborn

David E. Schoenborn

  

Treasurer (Principal Financial Officer and Principal Accounting Officer)

   February 22, 2019


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 22, 2019.

 

ABRAHAM CHEVROLET-MIAMI, INC.
LUXURY ORLANDO IMPORTS, INC.
AN CADILLAC OF WPB, LLC
EASTERN 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.
AUTONATION IMPORTS OF LONGWOOD, INC.
AUTONATION IMPORTS OF PALM BEACH, INC.
AUTONATION IMPORTS OF WINTER PARK, INC.
AUTONATION USA OF PERRINE, INC.
BEACON MOTORS, INC.

BENGAL MOTOR COMPANY, LTD.

 

    BY: BENGAL MOTORS, INC.

    ITS: GENERAL PARTNER
BENGAL MOTORS, INC.
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 MANAGEMENT, INC.
GULF MANAGEMENT, INC.
JIM QUINLAN CHEVROLET CO.
KING’S CROWN FORD, INC.
L.P. EVANS MOTORS WPB, INC.
L.P. EVANS MOTORS, INC.
MAITLAND LUXURY IMPORTS, INC.
MEALEY HOLDINGS, INC.
MIKE SHAD FORD, INC.
MULLINAX FORD SOUTH, INC.
PEMBROKE MOTORS, INC.
RI/BB ACQUISITION CORP.

RI/HOLLYWOOD NISSAN

ACQUISITION CORP.

RKR MOTORS, INC.
STAR MOTORS, LLC
STEVE MOORE CHEVROLET, LLC
SUTHERLIN IMPORTS, LLC
WALLACE FORD, LLC
AUTO DEALERSHIP V, LLC
AN COLLISION CENTER FTL SOUTH, INC.

HOLLYWOOD IMPORTS LIMITED, INC.

 

AN MOTORS OF PEMBROKE, LLC

 

EMPIRE SERVICES AGENCY, INC.

AMERICAN WAY MOTORS, INC.
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 MOTORS, LLC
GENE EVANS FORD, LLC
GEORGE SUTHERLIN NISSAN, LLC
GOVERNMENT BOULEVARD MOTORS, INC.
JOHN M. LANCE FORD, LLC
LEESBURG IMPORTS, LLC
LEESBURG MOTORS, LLC
MULLINAX EAST, LLC
MULLINAX FORD NORTH CANTON, INC.
NORTHPOINT CHEVROLET, LLC
SUTHERLIN H. IMPORTS, LLC
SUTHERLIN NISSAN, LLC
VALLEY CHEVROLET, LLC
WEST SIDE MOTORS, INC.
AUTO COMPANY XVII, INC.
AUTO DEALERSHIP VI, LLC

HVA IMPORTS, LLC

 

HVM IMPORTS, LLC

 

HVS MOTORS, LLC

MORTIMER COLLISION, LLC

 

NY MT. KISCO 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

 

GA CDJR MOTORS, LLC

 

GA H IMPORTS, LLC

 

GA HY IMPORTS, LLC

 

GA COLUMBUS IMPORTS, LLC

 

TN CDJR MOTORS, LLC

 


Table of Contents

BETHESDA LUXURY IMPORTS, LLC

 

AUTO COMPANY XXVII, INC.

GERMANTOWN LUXURY IMPORTS, LLC
DELRAY LUXURY IMPORTS, INC.
WPB COLLISION, INC.

GA-CC COLUMBUS, INC.

 

AUTO DEALERSHIP III, LLC

AUTO DEALERSHIP IV, LLC
NAPERVILLE IMPORTS, INC.
VILLAGE MOTORS, LLC
WESTMONT A. IMPORTS, INC.

WESTMONT B. IMPORTS, INC.

 

WESTMONT COLLISION, INC.

 

WESTMONT M. IMPORTS, INC.
TOUSLEY FORD, INC.
 

 

By:  

/s/ Ronald J. Ardissone

  Ronald J. Ardissone
  President

POWER OF ATTORNEY

KNOWN ALL PERSONS BY THESE PRESENTS, that each person whose signature appears below hereby constitutes and appoints Michael J. Jackson, C. Coleman Edmunds and Thomas J. Mila, 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/ 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 22, 2019

/s/ Robert Shane Oldham

Robert Shane Oldham

  

Treasurer (Principal Financial Officer and Principal Accounting Officer)

   February 22, 2019


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 22, 2019.

 

AN COLLISION CENTER OF ADDISON, INC.
AN COLLISION CENTER OF NORTH HOUSTON, INC.
AN CORPUS CHRISTI T. IMPORTS GP, LLC

AN MOTORS ON SOUTH PADRE, LP

 

BY: AN CORPUS CHRISTI GP, LLC

ITS: GENERAL PARTNER

AN CORPUS CHRISTI GP, LLC
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

AUTO COMPANY VI, INC.
AUTO COMPANY VII, INC.
AUTO COMPANY XI, INC.

AUTONATION FORT WORTH MOTORS, LTD.

 

BY: AUTONATION GM GP, LLC

ITS: GENERAL PARTNER

AUTONATION GM GP, LLC
BANKSTON FORD OF FRISCO, LTD. CO.
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: CHARLIE THOMAS

CHEVROLET GP, LLC

ITS: GENERAL PARTNER

CHARLIE THOMAS’ COURTESY GP, LLC
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.

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 COLLISION, INC.
LEWISVILLE IMPORTS GP, LLC

LEWISVILLE IMPORTS, LTD.

 

        BY: LEWISVILLE IMPORTS GP, LLC

ITS: GENERAL PARTNER

MARKS TRANSPORT, INC.
MIKE HALL CHEVROLET, INC.

NICHOLS FORD, LTD.

 

BY: NICHOLS GP, LLC

ITS: GENERAL PARTNER

NICHOLS GP, LLC
PLAINS CHEVROLET GP, LLC

PLAINS CHEVROLET, LTD.

 

BY: PLAINS CHEVROLET GP, LLC

ITS: GENERAL PARTNER

PORT CITY IMPORTS, INC.
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
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.
C. GARRET, INC.
CENTENNIAL AUTOMOTIVE, LLC
CHESROWN CHEVROLET, LLC
CHESROWN COLLISION CENTER, INC.
EMICH SUBARU WEST, LLC
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

R. COOP LIMITED
R.L. BUSCHER II, INC.
R.L. BUSCHER III, INC.
SOUTH BROADWAY MOTORS, LLC
SOUTHWEST MOTORS OF DENVER, LLC
WOODY CAPITAL INVESTMENT COMPANY II
AUTO MOTORS OF ENGLEWOOD, LLC
WOODY CAPITAL INVESTMENT COMPANY III
LUXURY WOODLANDS IMPORTS, INC.
WEST HOUSTON LUXURY IMPORTS, INC.
ALLEN SAMUELS CHEVROLET OF CORPUS CHRISTI, INC.
ALLEN SAMUELS CHEVROLET OF WACO, INC.
TX MOTORS OF NORTH RICHLAND HILLS, INC.
TX MOTORS ON KATY FREEWAY, INC.
TX ALLIANCE MOTORS, INC.
TX WEST HOUSTON MOTORS, INC.
KATY ANUSA, LLC
HOUSTON ANUSA, LLC
CORPUS CHRISTI ANUSA, LLC
 


Table of Contents
TX-CC GALLERIA, INC.
TX-CC SPRING, INC.
TX-CC DALLAS, INC.
ALLISON BAVARIAN HOLDING, LLC
AN CHEVROLET—ARROWHEAD, INC.
AN COLLISION CENTER OF LAS VEGAS, INC.
AN COLLISION CENTER OF TEMPE, 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 NORTH PHOENIX COLLISION, INC.
AN SAN JOSE LUXURY IMPORTS HOLDINGS, LLC
AN SUBARU MOTORS, INC.
AN/PF ACQUISITION CORP.
APPLEWAY CHEVROLET, INC.
AUTO CAR HOLDING, LLC
AUTO COMPANY XIII, INC.
AUTO COMPANY XIV, INC.
AUTO COMPANY XXI, INC.
AUTO COMPANY XXV, INC.
AUTO DEALERSHIP IX, LLC
AUTO DEALERSHIP VIII, LLC

AUTO DEALERSHIP X, LLC

 

AUTO DEALERSHIP XXIII, LLC

AUTO MISSION HOLDING, LLC
BELL MOTORS, LLC
BELLEVUE AUTOMOTIVE, INC.
BELLEVUE COLLISION, INC.

BROWN & BROWN CHEVROLET –

SUPERSTITION SPRINGS, LLC

BROWN & BROWN CHEVROLET, INC.
BROWN & BROWN NISSAN MESA, L.L.C.
BROWN & BROWN NISSAN, INC.
CARWELL 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
HENDERSON ANUSA, LLC
HOUSE OF IMPORTS HOLDING, LLC
IRVINE IMPORTS HOLDING, LLC
JOE MACPHERSON INFINITI HOLDING, LLC
JRJ INVESTMENTS, INC.
MACPHERSON ENTERPRISES, INC.
MAGIC ACQUISITION HOLDING, LLC
MR. WHEELS HOLDING, LLC
NEWPORT BEACH CARS HOLDING, LLC
NORTHWEST FINANCIAL GROUP, INC.
PEYTON CRAMER AUTOMOTIVE HOLDING, LLC
PEYTON CRAMER F. HOLDING, LLC
PHOENIX ANUSA, LLC
PIERCE, LLC
RENTON H IMPORTS, INC.
ROSEVILLE MOTOR HOLDING, LLC
SAHARA IMPORTS, INC.
SAHARA NISSAN, INC.
STEVENS CREEK HOLDING, LLC
STEVENS CREEK LUXURY IMPORTS HOLDING, LLC
TASHA INCORPORATED TEMPE AUTO IMPORTS, INC.
TERRY YORK MOTOR CARS HOLDING, LLC
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.
AN WESTERN REGION MANAGEMENT, LLC
HENDERSON COLLISION, INC.

CHANDLER COLLISION, INC.

 

MESA COLLISION INC.

 

GILBERT BODY SHOP, INC.

 

TEMPE BODY SHOP, INC.

T-WEST SALES & SERVICE, INC.

JLR LUXURY IMPORTS OF FREMONT, INC.

 

IMPORTS ON PCH, INC.

TUCSON COLLISION, INC.

 

AUTO DEALERSHIP 2016-5, LLC

 

AUTO DEALERSHIP 2016-6, LLC

 

AUTO DEALERSHIP 2016-7, LLC

 

WEST COLORADO MOTORS, LLC

PLANO COLLISION, INC.
 

 

By:  

/s/ Steve Kwak

  Steve Kwak
  President


Table of Contents

POWER OF ATTORNEY

KNOWN ALL PERSONS BY THESE PRESENTS, that each person whose signature appears below hereby constitutes and appoints Michael J. Jackson, C. Coleman Edmunds and Thomas J. Mila, 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/ Steve Kwak

Steve Kwak

  

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

  February 22, 2019

/s/ James Joseph Murphy

James Joseph Murphy

  

Treasurer (Principal Financial Officer and Principal Accounting Officer)

  February 22, 2019


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 22, 2019.

 

COSTA MESA CARS, INC.

 

By:  

/s/ Kevin Oliff

  Kevin Oliff
  President

POWER OF ATTORNEY

KNOWN ALL PERSONS BY THESE PRESENTS, that each person whose signature appears below hereby constitutes and appoints Michael J. Jackson, C. Coleman Edmunds and Thomas J. Mila, 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 Oliff

Kevin Oliff

  

President and Sole Director (Principal Executive Officer)

  February 22, 2019

/s/ David Gregory Mayberry

David Gregory Mayberry

  

Treasurer (Principal Financial Officer and Principal Accounting Officer)

  February 22, 2019


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 22, 2019.

 

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, C. Coleman Edmunds and Thomas J. Mila, 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 22, 2019

/s/ Ronald Shaeffer

Ronald Shaeffer

  

Treasurer (Principal Financial Officer and Principal Accounting Officer)

   February 22, 2019


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 Vista, State of California, on February 22, 2019.

 

VISTACAL LUXURY IMPORTS, 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, C. Coleman Edmunds and Thomas J. Mila, 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 22, 2019

/s/ Ronald Shaeffer

Ronald Shaeffer

  

Treasurer (Principal Financial Officer and Principal Accounting Officer)

   February 22, 2019


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 22, 2019.

 

BUENA PARK LUXURY IMPORTS, INC.

 

By:  

/s/ Jake Kahen

 

Jake Kahen

  President

POWER OF ATTORNEY

KNOWN ALL PERSONS BY THESE PRESENTS, that each person whose signature appears below hereby constitutes and appoints Michael J. Jackson, C. Coleman Edmunds and Thomas J. Mila, 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/ Jake Kahen

Jake Kahen

  

President and Sole Director (Principal Executive Officer)

   February 22, 2019

/s/ Jordan Fox

Jordan Fox

  

Treasurer (Principal Financial Officer and Principal Accounting Officer)

   February 22, 2019


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 22, 2019.

 

VALENCIA H. IMPORTS, INC.

 

By:  

/s/ John Anthony Turja

 

John Anthony Turja

  President

POWER OF ATTORNEY

KNOWN ALL PERSONS BY THESE PRESENTS, that each person whose signature appears below hereby constitutes and appoints Michael J. Jackson, C. Coleman Edmunds and Thomas J. Mila, 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/ John Anthony Turja

John Anthony Turja

  

President and Sole Director (Principal Executive Officer)

   February 22, 2019

/s/ Erin Marrone

Erin Marrone

  

Treasurer (Principal Financial Officer and Principal Accounting Officer)

   February 22, 2019


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 22, 2019.

 

CARWELL, LLC

 

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, C. Coleman Edmunds and Thomas J. Mila, 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 Manager (Principal Executive Officer)

   February 22, 2019

/s/ Linda Terashita

Linda Terashita

  

Vice President, Secretary and Manager

   February 22, 2019

/s/ David Sheu

David Sheu

  

Treasurer (Principal Financial Officer and Principal Accounting Officer)

   February 22, 2019


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 22, 2019.

 

VINCE WIESE CHEVROLET, 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, C. Coleman Edmunds and Thomas J. Mila, 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 22, 2019

/s/ Erin Marrone

Erin Marrone

  

Treasurer (Principal Financial Officer and Principal Accounting Officer)

   February 22, 2019


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 22, 2019.

 

PEYTON CRAMER FORD
By:  

/s/ Dan Turner

 

Dan Turner

  President

POWER OF ATTORNEY

KNOWN ALL PERSONS BY THESE PRESENTS, that each person whose signature appears below hereby constitutes and appoints Michael J. Jackson, C. Coleman Edmunds and Thomas J. Mila, 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/ Dan Turner

Dan Turner

  

President and Sole Director (Principal Executive Officer)

   February 22, 2019

/s/ Elisa Da Silva

Elisa Da Silva

  

Treasurer (Principal Financial Officer and Principal Accounting Officer)

   February 22, 2019


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 22, 2019.

 

MAGIC ACQUISITION CORP.
By:  

/s/ Ara Printsian

 

Ara Printsian

  President

POWER OF ATTORNEY

KNOWN ALL PERSONS BY THESE PRESENTS, that each person whose signature appears below hereby constitutes and appoints Michael J. Jackson, C. Coleman Edmunds and Thomas J. Mila, 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/ Ara Printsian

Ara Printsian

  

President and Sole Director (Principal Executive Officer)

   February 22, 2019

/s/ Erin Marrone

Erin Marrone

  

Treasurer (Principal Financial Officer and Principal Accounting Officer)

   February 22, 2019


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 22, 2019.

 

JOE MACPHERSON FORD
By:  

/s/ Jeffrey Nicols

 

Jeffrey Nicols

  President

POWER OF ATTORNEY

KNOWN ALL PERSONS BY THESE PRESENTS, that each person whose signature appears below hereby constitutes and appoints Michael J. Jackson, C. Coleman Edmunds and Thomas J. Mila, 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/ Jeffrey Nicols

Jeffrey Nicols

  

President and Sole Director (Principal Executive Officer)

   February 22, 2019

/s/ David Gregory Mayberry

David Gregory Mayberry

  

Treasurer (Principal Financial Officer and Principal Accounting Officer)

   February 22, 2019


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 22, 2019.

 

AUTO CAR, INC.
By:  

/s/ Leslie Braner

 

Leslie 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, C. Coleman Edmunds and Thomas J. Mila, 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/ Leslie Braner

Leslie Braner

  

President and Sole Director (Principal Executive Officer)

   February 22, 2019

/s/ Kimberly Jackson

Kimberly Jackson

  

Treasurer (Principal Financial Officer and Principal Accounting Officer)

   February 22, 2019


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 22, 2019.

 

ALLISON BAVARIAN
By:  

/s/ Pejman Roshan

 

Pejman Roshan

POWER OF ATTORNEY

KNOWN ALL PERSONS BY THESE PRESENTS, that each person whose signature appears below hereby constitutes and appoints Michael J. Jackson, C. Coleman Edmunds and Thomas J. Mila, 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 22, 2019

/s/ Douglas Crumlich

Douglas Crumlich

  

Treasurer (Principal Financial Officer and Principal Accounting Officer)

   February 22, 2019


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 22, 2019.

 

ROSEVILLE MOTOR CORPORATION
By:  

/s/ Mo Mehrpore

 

Mo Mehrpore

  President

POWER OF ATTORNEY

KNOWN ALL PERSONS BY THESE PRESENTS, that each person whose signature appears below hereby constitutes and appoints Michael J. Jackson, C. Coleman Edmunds and Thomas J. Mila, 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/ Mo Mehrpore

Mo Mehrpore

  

President and Sole Director (Principal Executive Officer)

   February 22, 2019

/s/ Kimberly Jackson

Kimberly Jackson

  

Treasurer (Principal Financial Officer and Principal Accounting Officer)

   February 22, 2019


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 22, 2019.

 

STEVENS CREEK MOTORS, INC.
By:  

/s/ Raymond Pezzi

 

Raymond Pezzi

  President

POWER OF ATTORNEY

KNOWN ALL PERSONS BY THESE PRESENTS, that each person whose signature appears below hereby constitutes and appoints Michael J. Jackson, C. Coleman Edmunds and Thomas J. Mila, 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/ Raymond Pezzi

Raymond Pezzi

  

President and Sole Director (Principal Executive Officer)

   February 22, 2019

/s/ Douglas Crumlich

Douglas Crumlich

  

Treasurer (Principal Financial Officer and Principal Accounting Officer)

   February 22, 2019


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 22, 2019.

 

TERRY YORK MOTOR CARS, LTD.
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, C. Coleman Edmunds and Thomas J. Mila, 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 22, 2019

/s/ Elisa Da Silva

Elisa Da Silva

  

Treasurer (Principal Financial Officer and Principal Accounting Officer)

   February 22, 2019


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 22, 2019.

 

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, C. Coleman Edmunds and Thomas J. Mila, 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 22, 2019

/s/ Michael Dunleavy

Michael Dunleavy

  

Treasurer (Principal Financial Officer and Principal Accounting Officer)

   February 22, 2019


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 22, 2019.

 

PEYTON CRAMER AUTOMOTIVE
By:  

/s/ William Haisley

 

William Haisley

  President

POWER OF ATTORNEY

KNOWN ALL PERSONS BY THESE PRESENTS, that each person whose signature appears below hereby constitutes and appoints Michael J. Jackson, C. Coleman Edmunds and Thomas J. Mila, 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/ William Haisley

William Haisley

  

President and Sole Director (Principal Executive Officer)

   February 22, 2019

/s/ David Sheu

David Sheu

  

Treasurer (Principal Financial Officer and Principal Accounting Officer)

   February 22, 2019


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 22, 2019.

 

VALENCIA B. IMPORTS, INC.
By:  

/s/ Kharen Pilikyan

 

Kharen Pilikyan

  President

POWER OF ATTORNEY

KNOWN ALL PERSONS BY THESE PRESENTS, that each person whose signature appears below hereby constitutes and appoints Michael J. Jackson, C. Coleman Edmunds and Thomas J. Mila, 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/ Kharen Pilikyan

Kharen Pilikyan

  

President and Sole Director (Principal Executive Officer)

   February 22, 2019

/s/ Erin Marrone

Erin Marrone

  

Treasurer (Principal Financial Officer and Principal Accounting Officer)

   February 22, 2019


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 22, 2019.

 

NEWPORT BEACH CARS, LLC
By:  

/s/ Timothy Tauber

 

Timothy 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, C. Coleman Edmunds and Thomas J. Mila, 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/ Timothy Tauber

Timothy Tauber

  

President and Director (Principal Executive Officer)

   February 22, 2019

/s/ David Gregory Mayberry

David Gregory Mayberry

  

Treasurer (Principal Financial Officer and Principal Accounting Officer)

   February 22, 2019


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 22, 2019.

 

EDGREN MOTOR COMPANY, INC.
By:  

/s/ Joey Kohistani

 

Joey Kohistani

  President

POWER OF ATTORNEY

KNOWN ALL PERSONS BY THESE PRESENTS, that each person whose signature appears below hereby constitutes and appoints Michael J. Jackson, C. Coleman Edmunds and Thomas J. Mila, 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/ Joey Kohistani

Joey Kohistani

  

President and Sole Director (Principal Executive Officer)

   February 22, 2019

/s/ Michael Dunleavy

Michael Dunleavy

  

Treasurer (Principal Financial Officer and Principal Accounting Officer)

   February 22, 2019


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 22, 2019.

 

VANDERBEEK MOTORS, 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, C. Coleman Edmunds and Thomas J. Mila, 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/ Ryan Nelson

Ryan Nelson

  

President and Director (Principal Executive Officer)

   February 22, 2019

/s/ Jason Gilevski

/s/ Jason Gilevski

  

Vice President, Secretary and Director

   February 22, 2019

/s/ Thomas Hood

Thomas Hood

  

Vice President and Director

   February 22, 2019

/s/ Kimberly Jackson

Kimberly Jackson

  

Treasurer (Principal Financial Officer and Principal Accounting Officer)

   February 22, 2019


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 22, 2019.

 

JOE MACPHERSON INFINITI
By:  

/s/ Steve Kwak

 

Steve Kwak

  President

POWER OF ATTORNEY

KNOWN ALL PERSONS BY THESE PRESENTS, that each person whose signature appears below hereby constitutes and appoints Michael J. Jackson, C. Coleman Edmunds and Thomas J. Mila, 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/ Steve Kwak

Steve Kwak

  

President and Sole Director (Principal Executive Officer)

   February 22, 2019

/s/ Ronald Shaeffer

Ronald Shaeffer

  

Treasurer (Principal Financial Officer and Principal Accounting Officer)

   February 22, 2019


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 22, 2019.

 

AN IMPORTS OF STEVENS CREEK, INC.
By:  

/s/ Robert Stuban

 

Robert Stuban

  President

POWER OF ATTORNEY

KNOWN ALL PERSONS BY THESE PRESENTS, that each person whose signature appears below hereby constitutes and appoints Michael J. Jackson, C. Coleman Edmunds and Thomas J. Mila, 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/ Robert Stuban

Robert Stuban

  

President and Sole Director (Principal Executive Officer)

   February 22, 2019

/s/ Douglas Crumlich

Douglas Crumlich

  

Treasurer (Principal Financial Officer and Principal Accounting Officer)

   February 22, 2019


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 22, 2019.

 

HOUSE OF IMPORTS, 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, C. Coleman Edmunds and Thomas J. Mila, 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 22, 2019

/s/ Jordan Fox

Jordan Fox

  

Treasurer (Principal Financial Officer and Principal Accounting Officer)

   February 22, 2019


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 22, 2019.

 

AN SAN JOSE LUXURY IMPORTS, INC.
By:  

/s/ Patrick Terhaar

 

Patrick Terhaar

  President

POWER OF ATTORNEY

KNOWN ALL PERSONS BY THESE PRESENTS, that each person whose signature appears below hereby constitutes and appoints Michael J. Jackson, C. Coleman Edmunds and Thomas J. Mila, 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/ Patrick Terhaar

Patrick Terhaar

  

President and Director (Principal Executive Officer)

   February 22, 2019

/s/ Kevin Sitch

Kevin Sitch

  

Vice President, Secretary and Director

   February 22, 2019

/s/ Linda Clemit

Linda Clemit

  

Treasurer (Principal Financial Officer and Principal Accounting Officer)

   February 22, 2019


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 22, 2019.

 

STEVENS CREEK LUXURY IMPORTS, 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, C. Coleman Edmunds and Thomas J. Mila, 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 22, 2019

/s/ Linda Clemit

Linda Clemit

  

Treasurer (Principal Financial Officer and Principal Accounting Officer)

   February 22, 2019


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 22, 2019.

 

AUTO COMPANY XXII, INC.

By:  

/s/ Stan Mojaisky

 

Stan Mojaisky

  President

POWER OF ATTORNEY

KNOWN ALL PERSONS BY THESE PRESENTS, that each person whose signature appears below hereby constitutes and appoints Michael J. Jackson, C. Coleman Edmunds and Thomas J. Mila, 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/ Stan Mojaisky

Stan Mojaisky

  

President and Sole Director (Principal Executive Officer)

   February 22, 2019

/s/ Linda Clemit

Linda Clemit

  

Treasurer (Principal Financial Officer and Principal Accounting Officer)

   February 22, 2019


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 22, 2019.

 

AUTO COMPANY XXIII, INC.

By:  

/s/ James Garwick

 

James Garwick

  President

POWER OF ATTORNEY

KNOWN ALL PERSONS BY THESE PRESENTS, that each person whose signature appears below hereby constitutes and appoints Michael J. Jackson, C. Coleman Edmunds and Thomas J. Mila, 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 Garwick

James Garwick

  

President and Sole Director (Principal Executive Officer)

   February 22, 2019

/s/ Erin Marrone

Erin Marrone

  

Treasurer (Principal Financial Officer and Principal Accounting Officer)

   February 22, 2019


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 22, 2019.

 

AN VALENCIA AUTO IMPORTS, INC.

By:  

/s/ Kharen Pilikyan

 

Kharen Pilikyan

  President

POWER OF ATTORNEY

KNOWN ALL PERSONS BY THESE PRESENTS, that each person whose signature appears below hereby constitutes and appoints Michael J. Jackson, C. Coleman Edmunds and Thomas J. Mila, 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/ Kharen Pilikyan

Kharen Pilikyan

  

President and Sole Director (Principal Executive Officer)

   February 22, 2019

/s/ Erin Marrone

Erin Marrone

  

Treasurer (Principal Financial Officer and Principal Accounting Officer)

   February 22, 2019


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 22, 2019.

 

MR. WHEELS, INC.

By:  

/s/ Steve Kwak

  Steve Kwak
  President

POWER OF ATTORNEY

KNOWN ALL PERSONS BY THESE PRESENTS, that each person whose signature appears below hereby constitutes and appoints Michael J. Jackson, C. Coleman Edmunds and Thomas J. Mila, 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/ Steve Kwak

Steve Kwak

  

President and Sole Director (Principal Executive Officer)

   February 22, 2019

/s/ Edna Reyes Dumaual

Edna Reyes Dumaual

  

Treasurer (Principal Financial Officer and Principal Accounting Officer)

   February 22, 2019


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 22, 2019.

 

IRVINE IMPORTS, INC.

By:  

/s/ Steve Kwak

 

Steve Kwak

  President

POWER OF ATTORNEY

KNOWN ALL PERSONS BY THESE PRESENTS, that each person whose signature appears below hereby constitutes and appoints Michael J. Jackson, C. Coleman Edmunds and Thomas J. Mila, 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/ Steve Kwak

Steve Kwak

  

President and Sole Director (Principal Executive Officer)

   February 22, 2019

/s/ Ronald Shaeffer

Ronald Shaeffer

  

Treasurer (Principal Financial Officer and Principal Accounting Officer)

   February 22, 2019


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 22, 2019.

 

AUTO MISSION, LTD.

By:  

/s/ Steve Kwak

 

Steve Kwak

  President

POWER OF ATTORNEY

KNOWN ALL PERSONS BY THESE PRESENTS, that each person whose signature appears below hereby constitutes and appoints Michael J. Jackson, C. Coleman Edmunds and Thomas J. Mila, 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/ Steve Kwak

Steve Kwak

  

President and Sole Director (Principal Executive Officer)

   February 22, 2019

/s/ Michael Dunleavy

Michael Dunleavy

  

Treasurer (Principal Financial Officer and Principal Accounting Officer)

   February 22, 2019


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 22, 2019.

 

BARGAIN RENT-A- CAR

By:  

/s/ Steve Kwak

 

Steve Kwak

  President

POWER OF ATTORNEY

KNOWN ALL PERSONS BY THESE PRESENTS, that each person whose signature appears below hereby constitutes and appoints Michael J. Jackson, C. Coleman Edmunds and Thomas J. Mila, 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/ Steve Kwak

Steve Kwak

  

President and Sole Director (Principal Executive Officer)

   February 22, 2019

/s/ Edna Reyes Dumaual

Edna Reyes Dumaual

  

Treasurer (Principal Financial Officer and Principal Accounting Officer)

   February 22, 2019


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 22, 2019.

 

FIT KIT, INC.

By:  

/s/ Steve Kwak

 

Steve Kwak

  President

POWER OF ATTORNEY

KNOWN ALL PERSONS BY THESE PRESENTS, that each person whose signature appears below hereby constitutes and appoints Michael J. Jackson, C. Coleman Edmunds and Thomas J. Mila, 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/ Steve Kwak

Steve Kwak

  

President and Sole Director (Principal Executive Officer)

   February 22, 2019

/s/ Evan Brock

Evan Brock

  

Treasurer (Principal Financial Officer and Principal Accounting Officer)

   February 22, 2019


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 22, 2019.

 

AUTONATION HOLDING CORP.

By:  

/s/ C. Coleman Edmunds

 

C. Coleman Edmunds

  President

POWER OF ATTORNEY

KNOWN ALL PERSONS BY THESE PRESENTS, that each person whose signature appears below hereby constitutes and appoints Michael J. Jackson, C. Coleman Edmunds and Thomas J. Mila, 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/ C. Coleman Edmunds

C. Coleman Edmunds

  

President and Director (Principal Executive Officer)

   February 22, 2019

/s/ David Schoenborn

David Schoenborn

  

Treasurer (Principal Financial Officer and Principal Accounting Officer)

   February 22, 2019

/s/ Guillermo Pernas, Jr.

Guillermo Pernas, Jr.

  

Director

   February 22, 2019


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 22, 2019.

 

AUTONATION.COM, INC.

By:  

/s/ Damoon Eawaz

 

Damoon Eawaz

  President

POWER OF ATTORNEY

KNOWN ALL PERSONS BY THESE PRESENTS, that each person whose signature appears below hereby constitutes and appoints Michael J. Jackson, C. Coleman Edmunds and Thomas J. Mila, 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/ Damoon Eawaz

Damoon Eawaz

  

President and Sole Director (Principal Executive Officer)

   February 22, 2019

/s/ Damoon Eawaz

Damoon Eawaz

  

Treasurer (Principal Financial Officer and Principal Accounting Officer)

   February 22, 2019


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 22, 2019.

 

AUTONATION BENEFITS COMPANY, INC.

By:  

/s/ Maureen Redman

 

Maureen Redman

  President

POWER OF ATTORNEY

KNOWN ALL PERSONS BY THESE PRESENTS, that each person whose signature appears below hereby constitutes and appoints Michael J. Jackson, C. Coleman Edmunds and Thomas J. Mila, 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/ Maureen Redman

Maureen Redman

  

President (Principal Executive Officer)

   February 22, 2019

/s/ Davis E. Schoenborn

Davis E. Schoenborn

  

Treasurer (Principal Financial Officer and Principal Accounting Officer)

   February 22, 2019

/s/ C. Coleman Edmunds

C. Coleman Edmunds

  

Director

   February 22, 2019


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 22, 2019.

 

PRIME AUTO RESOURCES, INC.

By:  

/s/ Lewis Beshoff

 

Lewis 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, C. Coleman Edmunds and Thomas J. Mila, 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/ Lewis Beshoff

Lewis Beshoff

  

President and Sole Director (Principal Executive Officer)

   February 22, 2019

/s/ Anita Gayle Evans

Anita Gayle Evans

  

Treasurer (Principal Financial Officer and Principal Accounting Officer)

   February 22, 2019


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 22, 2019.

 

PRIME AUTO COSMETICS, INC.

By:  

/s/ Nick Anderson

 

Nick Anderson

  President

POWER OF ATTORNEY

KNOWN ALL PERSONS BY THESE PRESENTS, that each person whose signature appears below hereby constitutes and appoints Michael J. Jackson, C. Coleman Edmunds and Thomas J. Mila, 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/ Nick Anderson

Nick Anderson

  

President and Director (Principal Executive Officer)

   February 22, 2019

/s/ David Sheu

David Sheu

   Treasurer (Principal Financial Officer and Principal Accounting Officer)    February 22, 2019


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 22, 2019.

 

ACP AUTO PARTS, LLC

By:  

/s/ Scott Arnold

 

Scott Arnold

  President

POWER OF ATTORNEY

KNOWN ALL PERSONS BY THESE PRESENTS, that each person whose signature appears below hereby constitutes and appoints Michael J. Jackson, C. Coleman Edmunds and Thomas J. Mila, 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/ Scott Arnold

Scott Arnold

  

President (Principal Executive Officer)

   February 22, 2019

/s/ C. Coleman Edmunds

C. Coleman Edmunds

  

Vice President, Secretary and Sole Manager

   February 22, 2019

/s/ David E. Schoenborn

David E. Schoenborn

  

Treasurer (Principal Financial Officer and Principal Accounting Officer)

   February 22, 2019


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 22, 2019.

 

AUTO COMPANY XIX, INC.
By:  

/s/ Dan Comouche

  Dan Comouche
  President

POWER OF ATTORNEY

KNOWN ALL PERSONS BY THESE PRESENTS, that each person whose signature appears below hereby constitutes and appoints Michael J. Jackson, C. Coleman Edmunds and Thomas J. Mila, 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/ Dan Comouche

Dan Comouche

  

President and Sole Director (Principal Executive Officer)

   February 22, 2019

/s/ David Gregory Mayberry

David Gregory Mayberry

  

Treasurer (Principal Financial Officer and Principal Accounting Officer)

   February 22, 2019