POSASR

As Filed with the Securities and Exchange Commission on August 2, 2017

Registration No. 333-209585

 

 

 

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

 

 

POST-EFFECTIVE AMENDMENT NO. 1

TO

FORM S-3

REGISTRATION STATEMENT

UNDER

THE SECURITIES ACT OF 1933

 

 

AutoNation, Inc.

*And the Subsidiary Guarantors listed on the table below

(Exact name of registrant as specified in its charter)

 

 

 

Delaware   73-1105145

(State or Other Jurisdiction of

Incorporation or Organization)

  

(IRS Employer

Identification Number)

200 SW 1st Ave

Fort Lauderdale, FL 33301

(954) 769-6000

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

 

 

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   ☐
Non-accelerated filer   ☐  (Do not check if a smaller reporting company)    Smaller reporting company   ☐
     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 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) Not specified 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), the registrants are 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), no separate registration fee is payable in respect of the registration of the guarantees.

 

 

 

*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

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 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
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

 

2

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 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    Auto Company 2016-2, 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    Auto Company 2016-3, Inc.    Delaware    81-1349481
AN/GMF, Inc.    Delaware    36-3087611    Auto Company 2016-4, Inc.    Delaware    81-1349630
AN/KPBG Motors, Inc.    Washington    91-1739519    Auto Company 2016-5, Inc.    Delaware    81-1367856
AN/MF Acquisition Corp.    Delaware    65-0961375    Auto Company 2016-6, Inc.    Delaware    81-1367949
AN/MNI Acquisition Corp.    Delaware    65-1024377    Auto Company 2016-7, Inc.    Delaware    81-1368063
AN/PF Acquisition Corp.    Delaware    65-0927848    Auto Company 2016-8, Inc.    Delaware    81-1368158
ANUSA Holding, LLC    Delaware    46-4813183    Auto Company 2016-9, 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
Auto Company 2016-1, Inc.    Delaware    81-1349193    AUTO COMPANY 2017-05, INC.**    Delaware    82-2253812
Auto Company 2016-10, Inc.    Delaware    81-1387945    AUTO COMPANY 2017-06, INC.**    Delaware    82-2253886
Auto Company 2016-11, Inc.    Delaware    81-1388043    AUTO COMPANY 2017-07, INC.**    Delaware    82-2309635
Auto Company 2016-12, 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
Auto Company 2016-14, 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

 

3

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 VI, Inc.    Delaware    45-4496998    Auto Dealership 2016-3, 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    Auto Dealership 2016-8, 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    AUTO DEALERSHIP 2017-02, LLC**    Delaware    82-2167040
Auto Company XLIII, Inc.    Delaware    46-4565019    AUTO DEALERSHIP 2017-03, LLC**    Delaware    82-2172386
Auto Company XLIV, Inc.    Delaware    46-4565133    AUTO DEALERSHIP 2017-04, LLC**    Delaware    82-2172446
Auto Company XLV, 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
Auto Company XXVI, Inc.    Delaware    46-4542058    AUTO DEALERSHIP 2017-11, LLC**    Delaware    82-2253295
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

 

4

Exact name of additional

registrant as

specified in its charter

   

State or Other
Jurisdiction of
Incorporation or
Organization

   

IRS
Employer
Identification
Number

   

Exact name of additional

registrant as

specified in its charter

   

State or Other
Jurisdiction of
Incorporation or
Organization

   

IRS
Employer
Identification
Number

AUTO DEALERSHIP 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

 

5

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

 

6

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

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
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

 

7

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

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
First Team Jeep Eagle, Chrysler-Plymouth, Ltd.    Florida    59-3446556    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
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

 

8

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

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    Metro Chrysler Jeep, Inc.    Florida    59-3002195
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
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

 

9

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

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
Peyton Cramer Lincoln-Mercury    California    33-0679879    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    Roseville 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
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    SAUL CHEVROLET HOLDING, LLC    Delaware    20-5224718
Prime Auto Cosmetics, Inc.    Delaware    46-4552973    SCM Realty, Inc.    Florida    59-2640748
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

 

10

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

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
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
The Consulting Source, Inc.    Florida    59-2183874    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

 

11

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

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

 

** Additional registrants being registered pursuant to this post-effective amendment.

 

 

12

EXPLANATORY NOTE

This Post-Effective Amendment No. 1 to the Registration Statement on Form S-3 (File No. 333-209585) of AutoNation, Inc. (the “Company”) and its subsidiary co-registrants (as amended, the “Registration Statement”) is being filed to add certain additional subsidiaries (the “New Guarantors”) as co-registrants under the Registration Statement and to add the guarantees of debt securities of the Company by the New Guarantors to the securities registered under the Registration Statement. No changes are being made to the base prospectus that already forms a part of the Registration Statement. Accordingly, such base prospectus is being omitted from this filing. This Post-Effective Amendment No. 1 shall become effective immediately upon filing with the Securities and Exchange Commission.

 

13

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.

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

 

II-1

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

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

The By-Laws provide that the Company shall pay expenses incurred by an officer or director in defending a civil, criminal, administrative or investigative action, suit or proceeding in advance of the final disposition of such action, suit or proceeding upon receipt of an undertaking by such person to repay such amount if it shall ultimately be determined that such person is not entitled to indemnification. Indemnification pursuant to these provisions is not exclusive of any other rights to which those seeking indemnification may be entitled under the Certificate of Incorporation, any bylaw, agreement, vote of stockholders or disinterested directors or otherwise and shall, unless otherwise provided when authorized or ratified, continue as to a person who has ceased to be a director or officer.

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

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

 

ITEM 16. EXHIBITS

 

Exhibit No.

   

Document

  1.1    Form(s) of Underwriting Agreement*
  4.1    Indenture, dated as of April 14, 2010, between AutoNation, Inc. and Wells Fargo Bank, National Association, as trustee (incorporated by reference to Exhibit 4.1 to the Company’s Current Report on Form 8-K filed with the SEC on April 15, 2010)
  4.2    Third Amended and Restated Certificate of Incorporation of AutoNation, Inc. (incorporated by reference to Exhibit 3.1 to the Company’s Quarterly Report on Form 10-Q filed with the SEC on August 13, 1999)
  4.3    Amended and Restated By-Laws of AutoNation, Inc. (incorporated by reference to Exhibit 3.1 to the Company’s Current Report on Form 8-K filed with the SEC on December 16, 2016)
  4.4    Form of debt securities*
  4.5    Form of guarantee*
  4.6    Form of any certificate of designation, preferences and rights with respect to any preferred stock issued hereunder*
  4.7    Form of any preferred stock certificate*
  4.8    Form of warrant agreement*
  5.1    Opinion of Skadden, Arps, Slate, Meagher & Flom LLP**
  5.2    Opinion of C. Coleman Edmunds**
  5.3    Opinion of C. Coleman Edmunds
12.1    Statement Regarding Computation of Ratio of Earnings to Fixed Charges (incorporated by reference to Exhibit 12.1 to the Company’s Annual Report on Form 10-K filed with the SEC on February 9, 2017)
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 Edmunds (included in Exhibit 5.2)**
23.4    Consent of C. Coleman Edmunds (included in Exhibit 5.3)
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 (incorporated by reference to Exhibit 25.1 to the Company’s Form S-3ASR filed with the SEC on February 18, 2016)

 

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

 

II-2

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

 

II-3

such form of prospectus is first used after effectiveness or the date of the first contract of sale of securities in the offering described in the prospectus. As provided in Rule 430B, for liability purposes of the issuer and any person that is at that date an underwriter, such date shall be deemed to be a new effective date of the registration statement relating to the securities in the registration statement to which that prospectus relates, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof; provided, however, that no statement made in a registration statement or prospectus that is part of the registration statement or made in a document incorporated or deemed incorporated by reference into the registration statement or prospectus that is part of the registration statement will, as to a purchaser with a time of contract of sale prior to such effective date, supersede or modify any statement that was made in the registration statement or prospectus that was part of the registration statement or made in any such document immediately prior to such effective date.

(5) That, for the purpose of determining liability of the registrant under the Securities Act of 1933 to any purchaser in the initial distribution of the securities:

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

 

II-4

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 Post-Effective Amendment to the Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Fort Lauderdale, State of Florida, on August 2, 2017.

 

AUTONATION, INC.
By:  

/s/ Michael J. Jackson

  Michael J. Jackson
  Chairman of the Board, Chief Executive Officer and 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 Post-Effective Amendment to the Registration Statement has been signed by the following person in the capacities and on the date indicated.

 

Signature

        

Title

   

Date

/s/ Michael J. Jackson

Michael J. Jackson

       Chairman of the Board, Chief Executive Officer and President (Principal Executive Officer)    August 2, 2017

/s/ Cheryl Miller

Cheryl Miller

       Executive Vice President and Chief Financial Officer (Principal Financial Officer)    August 2, 2017

/s/ Christopher Cade

Christopher Cade

       Vice President and Chief Accounting Officer (Principal Accounting Officer)    August 2, 2017

/s/ Rick L. Burdick

       Director    August 2, 2017
Rick L. Burdick         

 

II-5

/s/ Tomago Collins

       Director    August 2, 2017
Tomago Collins         

/s/ David B. Edelson

       Director    August 2, 2017
David B. Edelson         

/s/ Karen C. Francis

       Director    August 2, 2017
Karen C. Francis         

/s/ Robert R. Grusky

       Director    August 2, 2017
Robert R. Grusky         

/s/ Kaveh Khosrowshahi

       Director    August 2, 2017
Kaveh Khosrowshahi         

/s/ Michael Larson

       Director    August 2, 2017
Michael Larson         

/s/ G. Mike Mikan

       Director    August 2, 2017
G. Mike Mikan         

/s/ Alison H. Rosenthal

       Director    August 2, 2017
Alison H. Rosenthal         

 

II-6

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 August 2, 2017.

 

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/GMF, INC.
AN/KPBG MOTORS, INC.
AN/MF ACQUISITION CORP.
AUTO TECHLABS, INC.
AUTO COMPANY XLIII, INC.
AUTO COMPANY XLIV, INC.
AUTO COMPANY XLV, INC.
AUTO COMPANY XXVIII, INC.
AN AUTOPARTS, INC.
AUTO DEALERSHIP VII, LLC
ANUSA HOLDING, LLC
AUTO HOLDING, LLC
AUTO WEST, INC.

AUTONATION CORPORATE

MANAGEMENT, LLC

AUTONATION ENTERPRISES

INCORPORATED

AUTONATION MOTORS HOLDING CORP.
AUTONATION MOTORS OF LITHIA SPRINGS, INC.
AUTONATION 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.
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
METRO CHRYSLER JEEP, INC.
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 LINCOLN-MERCURY
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
SAUL CHEVROLET HOLDING, LLC
SCM REALTY, INC.
SHAMROCK F. HOLDING, LLC
SHAMROCK FORD, INC.
SIX JAYS LLC
SMI MOTORS HOLDING, LLC
SMI MOTORS, INC.
STEAKLEY CHEVROLET GP, LLC
STEAKLEY CHEVROLET, LTD.
BY: STEAKLEY CHEVROLET GP, LLC
  ITS: GENERAL PARTNER
STEEPLECHASE MOTOR COMPANY
SUNRISE NISSAN OF JACKSONVILLE, INC.
SUNSET PONTIAC-GMC, INC.
SUNSET PONTIAC-GMC TRUCK SOUTH, INC.
SUTHERLIN CHRYSLER-PLYMOUTH JEEP-EAGLE, LLC
THE CONSULTING SOURCE, INC.
 

 

II-7

THE PIERCE CORPORATION II, INC.
TINLEY PARK A. IMPORTS, INC.
TINLEY PARK J. IMPORTS, INC.
TINLEY PARK V. IMPORTS, INC.
TN F IMPORTS, LLC
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
DEALERSHIP REALTY CORPORATION
ASE MOTORS HOLDING CORP.
AUTO COMPANY 2016-1, INC.
AUTO COMPANY 2016-2, INC.
AUTO COMPANY 2016-3, INC.
AUTO COMPANY 2016-4, INC.
AUTO COMPANY 2016-5, INC.
AUTO COMPANY 2016-6, INC.
AUTO COMPANY 2016-7, INC.
AUTO COMPANY 2016-8, INC.
AUTO COMPANY 2016-9, INC.
AUTO COMPANY 2016-10, INC.
AUTO COMPANY 2016-11, INC.
AUTO COMPANY 2016-12, INC.
AUTO COMPANY 2016-13, INC.
AUTO COMPANY 2016-14, INC.
AUTO COMPANY 2016-15, INC.
AUTO COMPANY 2016-16, INC.
AUTO COMPANY 2016-17, INC.
AUTO COMPANY 2016-18, INC.
AUTO COMPANY 2016-19, INC.
AUTO COMPANY 2016-20, INC.
AUTO DEALERSHIP 2016-1, LLC
AUTO DEALERSHIP 2016-2, LLC
AUTO DEALERSHIP 2016-3, LLC
AUTO DEALERSHIP 2016-4, LLC
AUTO DEALERSHIP 2016-5, LLC
AUTO DEALERSHIP 2016-6, LLC
AUTO DEALERSHIP 2016-7, LLC
AUTO DEALERSHIP 2016-8, LLC
AUTO DEALERSHIP 2016-9, LLC
AUTO DEALERSHIP 2016-10, LLC
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
ACER FIDUCIARY, INC.
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 2017-02, 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
 

 

II-8

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
MULLINAX USED CARS, INC.
PEYTON CRAMER INIFINITI HOLDING,
LLC
TEXAS MANAGEMENT COMPANIES LP, LLC
TOYOTA CERITTOS LIMITED PARTNERSHIP
    BY: WEBB AUTOMOTIVE GROUP, INC.
    ITS: GENERAL PARTNER
CERRITOS BODY WORKS, INC.
CERRITOS BODY WORKS HOLDING, LLC
FIRST TEAM JEEP EAGLE, CHRYSLER-PLYMOUTH, LTD.
    BY: FIRST TEAM MANAGEMENT, INC.
    ITS: GENERAL PARTNER
LOT 4 REAL ESTATE HOLDINGS, LLC
 

 

By:  

/s/ C. Coleman Edmunds

  C. Coleman Edmunds
  President

 

II-9

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)    August 2, 2017

/s/ Andrew Wamser

      Treasurer (Principal Financial Officer and Principal Accounting Officer)    August 2, 2017

Andrew Wamser

        

 

II-10

SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, the registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-3 and has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Clearwater, State of Florida, on August 2, 2017.

 

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.
AN MOTORS ON FEDERAL HIGHWAY, LLC
MAITLAND LUXURY IMPORTS, INC.
MEALEY HOLDINGS, INC.
MIKE SHAD FORD, INC.
MULLINAX FORD SOUTH, INC.
NISSAN OF BRANDON, INC.
PEMBROKE MOTORS, INC.
RI/BB ACQUISITION CORP.

RI/HOLLYWOOD NISSAN

ACQUISITION CORP.

RKR MOTORS, INC.
STAR MOTORS, LLC
STEVE MOORE CHEVROLET, LLC
SUNRISE NISSAN OF ORANGE PARK, INC.
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 F. IMPORTS OF ATLANTA, LLC
AN H. IMPORTS OF ATLANTA, LLC
AN LUXURY IMPORTS OF MARIETTA, LLC
AN MOTORS OF MEMPHIS, INC.
AN T. IMPORTS OF ATLANTA, LLC
AN/MNI ACQUISITION CORP.
AUTONATION IMPORTS OF LITHIA SPRINGS, LLC
BILL AYARES CHEVROLET, LLC
CHUCK CLANCY FORD OF MARIETTA, LLC
COOK-WHITEHEAD FORD, INC.
COVINGTON PIKE MOTORS, INC.
DOBBS FORD OF MEMPHIS, INC.
DOBBS FORD, INC.
DOBBS MOBILE BAY, INC.
ED MULLINAX FORD, LLC
FOX CHEVROLET, LLC
FOX MOTORS, LLC
GENE EVANS FORD, LLC
GEORGE SUTHERLIN NISSAN, LLC
GOVERNMENT BOULEVARD MOTORS, INC.
JOHN M. LANCE FORD, LLC
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
AUTO COMPANY XXVI, INC.
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
AL FORT PAYNE MOTORS, LLC
GA CDJR MOTORS, LLC
GA H IMPORTS, LLC
GA HY IMPORTS, LLC
GA COLUMBUS IMPORTS, LLC
TN CDJR MOTORS, LLC
BETHESDA LUXURY IMPORTS, LLC
AUTO COMPANY XXVII, INC.
GERMANTOWN LUXURY IMPORTS, INC.
DELRAY LUXURY IMPORTS, INC.
WPB COLLISION, INC.
 

 

By:  

/s/ James R. Bender

  James R. Bender
  President

 

II-11

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 R. Bender

James R. Bender

    President and Sole Director (as to corporate registrants)/Sole Manager (as to limited liability company registrants) (Principal Executive Officer)    August 2, 2017

/s/ David Christopher Bruder

    Treasurer (Principal Financial Officer and Principal Accounting Officer)    August 2, 2017
David Christopher Bruder      

 

II-12

SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, the registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-3 and has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Dallas, State of Texas, on August 2, 2017.

 

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
AUTONATION IMPORTS OF KATY GP, LLC
AUTONATION IMPORTS OF KATY, L.P.
    BY: AUTONATION IMPORTS OF KATY GP, LLC
    ITS: GENERAL PARTNER
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.
AUTO DEALERSHIP III, LLC
AUTO DEALERSHIP IV, LLC
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
NAPERVILLE IMPORTS, INC.
R. COOP LIMITED
R.L. BUSCHER II, INC.
R.L. BUSCHER III, INC.
RI/LLC ACQUISITION CORP.
SOUTH BROADWAY MOTORS, LLC
SOUTHWEST MOTORS OF DENVER, LLC
TOUSLEY FORD, INC.
VILLAGE MOTORS, LLC
WEST COLORADO MOTORS, LLC
WESTMONT A. IMPORTS, INC.
WESTMONT B. IMPORTS, INC.
WESTMONT M. IMPORTS, INC.
WOODY CAPITAL INVESTMENT COMPANY II
WESTMONT COLLISION, INC.
AN CENTRAL REGION MANAGEMENT, LLC
AUTO MOTORS OF ENGLEWOOD, LLC
WOODY CAPITAL INVESTMENT COMPANY III
LUXURY WOODLANDS IMPORTS, INC.
WEST HOUSTON LUXURY IMPORTS, INC.
 

 

II-13

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 MOTORS ON SOUTHWEST LOOP, INC.
TX ALLIANCE MOTORS, INC.
TX ENNIS AUTOPLEX MOTORS, INC.
TX WEST HOUSTON MOTORS, INC.
CENTENNIAL COLLISION, INC.
KATY ANUSA, LLC
HOUSTON ANUSA, LLC
CORPUS CHRISTI ANUSA, LLC
 

 

By:  

/s/ Ronald J. Ardissone

  Ronald J. Ardissone
  President

 

II-14

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)/Sole Manager (as to limited liability company registrants) (Principal Executive Officer)    August 2, 2017

/s/ Robert Shane Oldham

       Treasurer (Principal Financial Officer and Principal Accounting Officer)    August 2, 2017

Robert Shane Oldham

         

 

II-15

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 August 2, 2017.

 

ALLISON BAVARIAN HOLDING, LLC
AN CHEVROLET - ARROWHEAD, INC.
AN COLLISION CENTER OF LAS VEGAS, INC.
AN COLLISION CENTER OF TEMPE, INC.
AN F. IMPORTS OF NORTH PHOENIX, INC.
AN F. IMPORTS OF ROSEVILLE HOLDING, LLC
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 XIX, 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
G.B. IMPORT SALES & SERVICE HOLDING, LLC
HENDERSON ANUSA, LLC
HOUSE OF IMPORTS HOLDING, LLC
IRVINE IMPORTS HOLDING, LLC
JOE MACPHERSON INFINITI HOLDING, LLC
JRJ INVESTMENTS, INC.
LAS VEGAS ANUSA, LLC
MACPHERSON ENTERPRISES, INC.
MAGIC ACQUISITION HOLDING, LLC
MR. WHEELS HOLDING, LLC
NEWPORT BEACH CARS HOLDING,
LLC
NORTHWEST FINANCIAL GROUP, INC.
OXNARD VENTURE HOLDINGS, INC.
PEYTON CRAMER AUTOMOTIVE HOLDING, LLC
PEYTON CRAMER F. HOLDING, LLC
PHOENIX ANUSA, LLC
PIERCE, LLC
RENTON H IMPORTS, INC.
ROSEVILLE COLLISION, INC.
ROSEVILLE MOTOR HOLDING, LLC
SACRAMENTO COLLISION, INC.
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
TORRANCE NISSAN, 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
 

 

By:  

/s/ Steve Kwak

  Steve Kwak
  President

 

II-16

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)/Sole Manager (as to limited liability company registrants) (Principal Executive Officer)    August 2, 2017

/s/ James J. Murphy

    Treasurer (Principal Financial Officer and Principal Accounting Officer)    August 2, 2017
James J. Murphy      

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 August 2, 2017.

 

COSTA MESA CARS, INC.
By:  

/s/ Mark Wessel

  Mark Wessel
  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 Wessel

    President and Sole Director (Principal Executive Officer)    August 2, 2017
Mark Wessel      

/s/ Scott Gottschling

    Treasurer (Principal Financial Officer and Principal Accounting Officer)    August 2, 2017
Scott Gottschling      

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 August 2, 2017.

 

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

    President and Sole Director (Principal Executive Officer)    August 2, 2017
Darrin Fetterolf      

/s/ Ken Dittmer

    Treasurer (Principal Financial Officer and Principal Accounting Officer)    August 2, 2017
Ken Dittmer      

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 August 2, 2017.

 

VISTACAL LUXURY IMPORTS, INC.
By:  

/s/ Jessica Morejon

  Jessica Morejon
  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/ Jessica Morejon

    President and Sole Director (Principal Executive Officer)    August 2, 2017
Jessica Morejon      

/s/ Ken Dittmer

    Treasurer (Principal Financial Officer and Principal Accounting Officer)    August 2, 2017
Ken Dittmer      

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 Oxnard, State of California, on August 2, 2017.

 

OXNARD EUROPEAN MOTORS, LLC
By:  

/s/ Mike Fligg

  Mike Fligg
  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/ Mike Fligg

    President and Sole Director (Principal Executive Officer)    August 2, 2017
Mike Fligg      

/s/ David Sheu

    Treasurer (Principal Financial Officer and Principal Accounting Officer)    August 2, 2017
David Sheu      

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 August 2, 2017.

 

VALENCIA H. IMPORTS, INC.
By:  

/s/ John Turja

  John 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 Turja

    President and Sole Director (Principal Executive Officer)    August 2, 2017
John Turja      

/s/ Michael Dunleavy

    Treasurer (Principal Financial Officer and Principal Accounting Officer)    August 2, 2017
Michael Dunleavy      

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 August 2, 2017.

 

CARWELL, LLC
By:  

/s/ Gary Pilikyan

  Gary 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/ Gary Pilikyan

    President and Manager (Principal Executive Officer)    August 2, 2017
Gary Pilikyan      

/s/ Linda Terashita

    Vice President, Secretary and Manager    August 2, 2017
Linda Terashita      

/s/ David Sheu

    Treasurer (Principal Financial Officer and Principal Accounting Officer)    August 2, 2017
David Sheu      

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 August 2, 2017.

 

VINCE WIESE CHEVROLET, INC.
By:  

/s/ Eric Tran

  Eric Tran
  President

POWER OF ATTORNEY

KNOWN ALL PERSONS BY THESE PRESENTS, that each person whose signature appears below hereby constitutes and appoints Michael J. Jackson, 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/ Eric Tran

    President and Sole Director (Principal Executive Officer)    August 2, 2017
Eric Tran      

/s/ Erin Marrone

    Treasurer (Principal Financial Officer and Principal Accounting Officer)    August 2, 2017

Erin Marrone

      

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 August 2, 2017.

 

PEYTON CRAMER FORD
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

    President and Sole Director (Principal Executive Officer)    August 2, 2017
William Haisley      

/s/ Ronald Shaeffer

    Treasurer (Principal Financial Officer and Principal Accounting Officer)    August 2, 2017
Ronald Shaeffer      

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 August 2, 2017.

 

MAGIC ACQUISITION CORP.
By:  

/s/ Chance Corbitt

  Chance Corbitt
  President

POWER OF ATTORNEY

KNOWN ALL PERSONS BY THESE PRESENTS, that each person whose signature appears below hereby constitutes and appoints Michael J. Jackson, 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

    President and Sole Director (Principal Executive Officer)    August 2, 2017
Chance Corbitt      

/s/ Michael Dunleavy

    Treasurer (Principal Financial Officer and Principal Accounting Officer)    August 2, 2017
Michael Dunleavy      

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 August 2, 2017.

 

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

    President and Sole Director (Principal Executive Officer)    August 2, 2017
Jeffrey Nicols      

/s/ Scott Gottschling

    Treasurer (Principal Financial Officer and Principal Accounting Officer)    August 2, 2017
Scott Gottschling      

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 August 2, 2017.

 

AUTO CAR, INC.
By:  

/s/ Kevin Sitch

  Kevin Sitch
  President

POWER OF ATTORNEY

KNOWN ALL PERSONS BY THESE PRESENTS, that each person whose signature appears below hereby constitutes and appoints Michael J. Jackson, 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

    President and Sole Director (Principal Executive Officer)   August 2, 2017
Kevin Sitch     

/s/ Kimberly Wirtz

    Treasurer (Principal Financial Officer and Principal Accounting Officer)   August 2, 2017
Kimberly Wirtz     

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 August 2, 2017.

 

ALLISON BAVARIAN
By:  

/s/ Peter Scibetta

  Peter Scibetta
  President

POWER OF ATTORNEY

KNOWN ALL PERSONS BY THESE PRESENTS, that each person whose signature appears below hereby constitutes and appoints Michael J. Jackson, 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/ Peter Scibetta

    President and Sole Director (Principal Executive Officer)   August 2, 2017
Peter Scibetta     

/s/ Katie Garren

    Treasurer (Principal Financial Officer and Principal Accounting Officer)   August 2, 2017
Katie Garren     

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 August 2, 2017.

 

ROSEVILLE MOTOR CORPORATION
By:  

/s/ Dennis Hawking

  Dennis Hawking
  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/ Dennis Hawking

    President and Sole Director (Principal Executive Officer)   August 2, 2017
Dennis Hawking     

/s/ Kimberly Wirtz

    Treasurer (Principal Financial Officer and Principal Accounting Officer)   August 2, 2017
Kimberly Wirtz     

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 August 2, 2017.

 

STEVENS CREEK MOTORS, INC.
By:  

/s/ Pejman Roshan

  Pejman Roshan
  President

POWER OF ATTORNEY

KNOWN ALL PERSONS BY THESE PRESENTS, that each person whose signature appears below hereby constitutes and appoints Michael J. Jackson, 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

    President and Sole Director (Principal Executive Officer)   August 2, 2017
Pejman Roshan     

/s/ Douglas Crumlich

    Treasurer (Principal Financial Officer and Principal Accounting Officer)   August 2, 2017
Douglas Crumlich     

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 August 2, 2017.

 

TERRY YORK MOTOR CARS, LTD.
By:  

/s/ Sudhir Sood

  Sudhir Sood
  President

POWER OF ATTORNEY

KNOWN ALL PERSONS BY THESE PRESENTS, that each person whose signature appears below hereby constitutes and appoints Michael J. Jackson, 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

    President and Sole Director (Principal Executive Officer)   August 2, 2017
Sudhir Sood     

/s/ Elisa Da Silva

    Treasurer (Principal Financial Officer and Principal Accounting Officer)   August 2, 2017
Elisa Da Silva     

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 August 2, 2017.

 

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

    President and Sole Director (Principal Executive Officer)   August 2, 2017
Gretchen Sprenger     

/s/ Katie Garren

    Treasurer (Principal Financial Officer and Principal Accounting Officer)   August 2, 2017
Katie Garren     

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 August 2, 2017.

 

PEYTON CRAMER AUTOMOTIVE
By:  

/s/ Veronica Gutierrez

  Veronica Gutierrez
  President

POWER OF ATTORNEY

KNOWN ALL PERSONS BY THESE PRESENTS, that each person whose signature appears below hereby constitutes and appoints Michael J. Jackson, 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/ Veronica Gutierrez

    President and Sole Director (Principal Executive Officer)   August 2, 2017
Veronica Gutierrez     

/s/ Ronald Shaeffer

    Treasurer (Principal Financial Officer and Principal Accounting Officer)   August 2, 2017
Ronald Shaeffer     

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 August 2, 2017.

 

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

/s/ Veronica Gutierrez

  Veronica Gutierrez
  President

POWER OF ATTORNEY

KNOWN ALL PERSONS BY THESE PRESENTS, that each person whose signature appears below hereby constitutes and appoints Michael J. Jackson, 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/ Veronica Gutierrez

    President and Sole Manager (Principal Executive Officer)   August 2, 2017
Veronica Gutierrez     

/s/ Ronald Shaeffer

    Treasurer (Principal Financial Officer and Principal Accounting Officer)   August 2, 2017
Ronald Shaeffer     

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 August 2, 2017.

 

VALENCIA B. IMPORTS, INC.
By:  

/s/ Charles Coia

  Charles Coia
  President

POWER OF ATTORNEY

KNOWN ALL PERSONS BY THESE PRESENTS, that each person whose signature appears below hereby constitutes and appoints Michael J. Jackson, 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

    President and Sole Director (Principal Executive Officer)   August 2, 2017
Charles Coia     

/s/ Erin Marrone

    Treasurer (Principal Financial Officer and Principal Accounting Officer)   August 2, 2017
Erin Marrone     

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 August 2, 2017.

 

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

    President and Manager (Principal Executive Officer)   August 2, 2017
Timothy Tauber     

/s/ Gordon Giacomazzi

    Vice President, Secretary and Manager   August 2, 2017
Gordon Giacomazzi     

/s/ Ken Dittmer

    Treasurer (Principal Financial Officer and Principal Accounting Officer)   August 2, 2017
Ken Dittmer     

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 August 2, 2017.

 

EDGREN MOTOR COMPANY, INC.
By:  

/s/ Ken Brizendine

  Ken Brizendine
  President

POWER OF ATTORNEY

KNOWN ALL PERSONS BY THESE PRESENTS, that each person whose signature appears below hereby constitutes and appoints Michael J. Jackson, 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/ Ken Brizendine

    President and Sole Director (Principal Executive Officer)   August 2, 2017
Ken Brizendine     

/s/ Katie Garren

    Treasurer (Principal Financial Officer and Principal Accounting Officer)   August 2, 2017
Katie Garren     

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 August 2, 2017.

 

VANDERBEEK MOTORS, INC.
By:  

/s/ Les Braner

  Les Braner
  President

POWER OF ATTORNEY

KNOWN ALL PERSONS BY THESE PRESENTS, that each person whose signature appears below hereby constitutes and appoints Michael J. Jackson, 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/ Les Braner

    President and Sole Director (Principal Executive Officer)   August 2, 2017
Les Braner     

/s/ Kimberly Wirtz

    Treasurer (Principal Financial Officer and Principal Accounting Officer)   August 2, 2017
Kimberly Wirtz     

 

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 August 2, 2017.

 

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

    President and Sole Director (Principal Executive Officer)   August 2, 2017
Steve Kwak     

/s/ Scott Gottschling

    Treasurer (Principal Financial Officer and Principal Accounting Officer)   August 2, 2017
Scott Gottschling     

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 August 2, 2017.

 

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

    President and Sole Director (Principal Executive Officer)   August 2, 2017
Robert Stuban     

/s/ Katie Garren

    Treasurer (Principal Financial Officer and Principal Accounting Officer)   August 2, 2017
Katie Garren     

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 August 2, 2017.

 

AN F. IMPORTS OF ROSEVILLE, INC.
By:  

/s/ Dennis Hawking

  Dennis Hawking
  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/ Dennis Hawking

    President and Sole Director (Principal Executive Officer)   August 2, 2017
Dennis Hawking     

/s/ Kimberly Wirtz

    Treasurer (Principal Financial Officer and Principal Accounting Officer)   August 2, 2017
Kimberly Wirtz     

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 August 2, 2017.

 

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

    President and Sole Director (Principal Executive Officer)   August 2, 2017
Mark LeCompte     

/s/ Greg Mayberry

    Treasurer (Principal Financial Officer and Principal Accounting Officer)   August 2, 2017
Greg Mayberry     

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 August 2, 2017.

 

AN SAN JOSE LUXURY IMPORTS, INC.
By:  

/s/ Huck Hibberd

  Huck Hibberd
  President

POWER OF ATTORNEY

KNOWN ALL PERSONS BY THESE PRESENTS, that each person whose signature appears below hereby constitutes and appoints Michael J. Jackson, 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/ Huck Hibberd

    President and Director (Principal Executive Officer)   August 2, 2017
Huck Hibberd     

/s/ Paul Mosher

    Vice President, Secretary and Director   August 2, 2017
Paul Mosher     

/s/ Linda Clemit

    Treasurer (Principal Financial Officer and Principal Accounting Officer)   August 2, 2017

Linda Clemit

     

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 August 2, 2017.

 

STEVENS CREEK LUXURY IMPORTS, INC.
By:  

/s/ Brian Tam

  Brian Tam
  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/ Brian Tam

    President and Sole Director (Principal Executive Officer)   August 2, 2017
Brian Tam     

/s/ Douglas Crumlich

    Treasurer (Principal Financial Officer and Principal Accounting Officer)   August 2, 2017
Douglas Crumlich     

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 August 2, 2017.

 

AUTO COMPANY XXII, INC.
By:  

/s/ Reena Spurrier

  Reena Spurrier
  President

POWER OF ATTORNEY

KNOWN ALL PERSONS BY THESE PRESENTS, that each person whose signature appears below hereby constitutes and appoints Michael J. Jackson, 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/ Reena Spurrier

    President and Sole Director (Principal Executive Officer)   August 2, 2017
Reena Spurrier     

/s/ Linda Clemit

    Treasurer (Principal Financial Officer and Principal Accounting Officer)   August 2, 2017
Linda Clemit     

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 August 2, 2017.

 

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

    President and Sole Director (Principal Executive Officer)   August 2, 2017
James Garwick     

/s/ Michael Dunleavy

    Treasurer (Principal Financial Officer and Principal Accounting Officer)   August 2, 2017
Michael Dunleavy     

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 August 2, 2017.

 

AN VALENCIA AUTO IMPORTS, INC.
By:  

/s/ Michael Murray

  Michael Murray
  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/ Michael Murray

    President and Sole Director (Principal Executive Officer)    August 2, 2017
Michael Murray      

/s/ Erin Marrone

    Treasurer (Principal Financial Officer and Principal Accounting Officer)    August 2, 2017
Erin Marrone      

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 August 2, 2017.

 

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

    President and Sole Director (Principal Executive Officer)    August 2, 2017
Steve Kwak      

/s/ Edna Reyes Dumaual

    Treasurer (Principal Financial Officer and Principal Accounting Officer)    August 2, 2017
Edna Reyes Dumaual      

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 August 2, 2017.

 

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

    President and Sole Director (Principal Executive Officer)    August 2, 2017
Steve Kwak      

/s/ Scott Gottschling

    Treasurer (Principal Financial Officer and Principal Accounting Officer)    August 2, 2017
Scott Gottschling      

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 August 2, 2017.

 

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

    President and Sole Director (Principal Executive Officer)    August 2, 2017
Steve Kwak      

/s/ Douglas Crumlich

    Treasurer (Principal Financial Officer and Principal Accounting Officer)    August 2, 2017
Douglas Crumlich      

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 August 2, 2017.

 

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

    President and Sole Director (Principal Executive Officer)    August 2, 2017
Steve Kwak      

/s/ Edna Reyes Dumaual

    Treasurer (Principal Financial Officer and Principal Accounting Officer)    August 2, 2017
Edna Reyes Dumaual      

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 August 2, 2017.

 

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

    President and Sole Director (Principal Executive Officer)    August 2, 2017
Steve Kwak      

/s/ Edna Reyes Dumaual

    Treasurer (Principal Financial Officer and Principal Accounting Officer)    August 2, 2017
Edna Reyes Dumaual      

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 August 2, 2017.

 

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

    President and Director (Principal Executive Officer)    August 2, 2017
C. Coleman Edmunds      

/s/ Andrew Wamser

    Treasurer (Principal Financial Officer and Principal Accounting Officer)    August 2, 2017
Andrew Wamser      

/s/ Guillermo Pernas, Jr.

    Director    August 2, 2017
Guillermo Pernas, Jr.      

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 August 2, 2017.

 

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

    President and Sole Director (Principal Executive Officer)    August 2, 2017
Damoon Eawaz      

/s/ Damoon Eawaz

    Treasurer (Principal Financial Officer and Principal Accounting Officer)    August 2, 2017
Damoon Eawaz      

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 August 2, 2017.

 

AUTONATION BENEFITS COMPANY, INC.
By:  

/s/ B. Gene Clayton

  B. Gene Clayton
  President

POWER OF ATTORNEY

KNOWN ALL PERSONS BY THESE PRESENTS, that each person whose signature appears below hereby constitutes and appoints Michael J. Jackson, 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/ B. Gene Clayton

    President (Principal Executive Officer)    August 2, 2017
B. Gene Clayton      

/s/ Andrew Wamser

    Treasurer (Principal Financial Officer and Principal Accounting Officer)    August 2, 2017
Andrew Wamser      

/s/ C. Coleman Edmunds

    Director    August 2, 2017
C. Coleman Edmunds      

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 August 2, 2017.

 

PRIME AUTO RESOURCES, INC.
By:  

/s/ Phillip Chavka

  Phillip Chavka
  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/ Phillip Chavka

    President and Sole Director (Principal Executive Officer)    August 2, 2017
Phillip Chavka      

/s/ Curt Wilcox

    Treasurer (Principal Financial Officer and Principal Accounting Officer)    August 2, 2017
Curt Wilcox      

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 August 2, 2017.

 

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

    President and Director (Principal Executive Officer)    August 2, 2017
Nick Anderson      

/s/ David Sheu

    Treasurer (Principal Financial Officer and Principal Accounting Officer)    August 2, 2017
David Sheu      

EXHIBIT INDEX

 

Exhibit No.

   

Document

  1.1    Form(s) of Underwriting Agreement*
  4.1    Indenture, dated as of April 14, 2010, between AutoNation, Inc. and Wells Fargo Bank, National Association, as trustee (incorporated by reference to Exhibit 4.1 to the Company’s Current Report on Form 8-K filed with the SEC on April 15, 2010)
  4.2    Third Amended and Restated Certificate of Incorporation of AutoNation, Inc. (incorporated by reference to Exhibit 3.1 to the Company’s Quarterly Report on Form 10-Q filed with the SEC on August 13, 1999)
  4.3    Amended and Restated By-Laws of AutoNation, Inc. (incorporated by reference to Exhibit 3.1 to the Company’s Current Report on Form 8-K filed with the SEC on December 16, 2016)
  4.4    Form of debt securities*
  4.5    Form of guarantee*
  4.6    Form of any certificate of designation, preferences and rights with respect to any preferred stock issued hereunder*
  4.7    Form of any preferred stock certificate*
  4.8    Form of warrant agreement*
  5.1    Opinion of Skadden, Arps, Slate, Meagher & Flom LLP**
  5.2    Opinion of C. Coleman Edmunds**
  5.3    Opinion of C. Coleman Edmunds
12.1    Statement Regarding Computation of Ratio of Earnings to Fixed Charges (incorporated by reference to Exhibit 12.1 to the Company’s Annual Report on Form 10-K filed with the SEC on February 9, 2017)
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 Edmunds (included in Exhibit 5.2)**
23.4    Consent of C. Coleman Edmunds (included in Exhibit 5.3)
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 (incorporated by reference to Exhibit 25.1 to the Company’s Form S-3ASR filed with the SEC on February 18, 2016)

 

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