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

Registration No. 333-157354

 

 

 

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

 

 

POST-EFFECTIVE AMENDMENT NO. 1

TO

FORM S-3

REGISTRATION STATEMENT

UNDER

THE SECURITIES ACT OF 1933

 

 

AutoNation, Inc.

(Exact name of registrant as specified in its charter)

 

 

 

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

200 SW 1st Ave

Fort Lauderdale, FL 33301

(954) 769-6000

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

 

 

Jonathan P. Ferrando

Executive Vice President, General Counsel and Secretary

200 SW 1st Ave

Fort Lauderdale, FL 33301

(954) 769-6000

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

 

 

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

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

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

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

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

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

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If this form is a post-effective amendment to a registration statement filed pursuant to General Instruction I.D. filed to register additional securities or additional class of securities pursuant to Rule 413(b) under the Securities Act, check the following box.    x

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See the definitions of “large accelerated filer,” “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act.

 

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

 

 

CALCULATION OF REGISTRATION FEE

 

Title of Each Class of Securities to be Registered		Amount to be Registered(1)		Proposed Maximum Offering Price Per Unit(1)		Proposed Maximum Aggregate Offering Price(1)		Amount of Registration Fee(1)
Common Stock, $0.01 par value
Preferred Stock, $0.01 par value
Debt Securities
Warrants
Subscription Rights
Depositary Shares
Stock Purchase Contracts
Units(2)
Guarantees of Debt Securities(3)

(1)

An indeterminate aggregate initial offering price, principal amount or number of the securities of each identified class is being registered as may from time to time be issued at indeterminate prices or upon conversion, exchange or exercise of securities registered hereunder to the extent any such securities are, by their terms, convertible into, or exchangeable or exercisable for, such securities. Separate consideration may or may not be received for securities that are issuable on exercise, conversion or exchange of other securities. In accordance with Rule 456(b) and Rule 457(r), the Registrant is deferring payment of the registration fee.

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

(3)	Guarantees of the debt securities may be issued by subsidiaries of AutoNation, Inc. that are listed on the following page under the caption “Table of Additional Registrants.” Pursuant to Rule 457(o), no separate registration fee is payable in respect of the registration of the guarantees.

 

 

 

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TABLE OF ADDITIONAL REGISTRANTS

 

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TABLE OF ADDITIONAL REGISTRANTS (CONTINUED)

 

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TABLE OF ADDITIONAL REGISTRANTS (CONTINUED)

 

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TABLE OF ADDITIONAL REGISTRANTS (CONTINUED)

 

 

*	All Additional Registrants have the following principal executive office:

c/o AutoNation, Inc.

200 SW 1st Ave

Fort Lauderdale, Florida 33301

(954) 769-6000

 

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EXPLANATORY NOTE

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

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PROSPECTUS

AutoNation, Inc.

COMMON STOCK

PREFERRED STOCK

DEBT SECURITIES

GUARANTEES OF DEBT SECURITIES

WARRANTS

SUBSCRIPTION RIGHTS

DEPOSITARY SHARES

STOCK PURCHASE CONTRACTS

UNITS

 

 

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

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

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

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

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

 

 

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

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

 

 

The date of this prospectus is February 23, 2010

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TABLE OF CONTENTS

 

		Page
FORWARD-LOOKING STATEMENTS		ii
ABOUT THIS PROSPECTUS		iv
THE COMPANY		1
RISK FACTORS		1
USE OF PROCEEDS		1
RATIO OF EARNINGS TO FIXED CHARGES		1
DESCRIPTION OF CAPITAL STOCK		2
DESCRIPTION OF OTHER SECURITIES		3
PLAN OF DISTRIBUTION		4
WHERE YOU CAN FIND ADDITIONAL INFORMATION		4
LEGAL MATTERS		5
EXPERTS		5

 

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FORWARD-LOOKING STATEMENTS

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

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

 

•

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

 

•

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

 

•

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

 

•

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

 

•

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

 

•

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

 

•

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

 

•

Natural disasters and adverse weather events can disrupt our business.

 

•

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

 

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•

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

 

•

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

 

•

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

 

•

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

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

 

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ABOUT THIS PROSPECTUS

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

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

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

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

 

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THE COMPANY

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

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

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

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

RISK FACTORS

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

USE OF PROCEEDS

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

RATIO OF EARNINGS TO FIXED CHARGES

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

 

		Year Ended December 31,
		2009		2008		2007		2006		2005
Ratio of earnings to fixed charges		4.4		*		2.7		3.0		3.9

 

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

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

 

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

DESCRIPTION OF CAPITAL STOCK

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

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

Capital Stock

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

Common Stock

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

Preferred Stock

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

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

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

 

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Advance Notice of Shareholder Proposals or Nominations

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

Special Meetings of Shareholders

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

Delaware General Corporation Law

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

DESCRIPTION OF OTHER SECURITIES

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

 

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PLAN OF DISTRIBUTION

The securities being offered hereby may be sold by us:

 

•

through underwriters or dealers;

 

•

through agents;

 

•

directly to purchasers, including our affiliates;

 

•

through a combination of any such methods of sale; or

 

•

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

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

WHERE YOU CAN FIND ADDITIONAL INFORMATION

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

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

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

 

•

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

 

•

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

 

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

 

•

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

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

AutoNation, Inc.

200 SW 1st Ave

Fort Lauderdale, FL 33301

Attention: Legal Department

Telephone: (954) 769-6000

 

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LEGAL MATTERS

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

EXPERTS

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

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

 

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PART II

INFORMATION NOT REQUIRED IN PROSPECTUS

 

ITEM 15.

INDEMNIFICATION OF DIRECTORS AND OFFICERS

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

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

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

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

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

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

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

 

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

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

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

 

ITEM 16.

EXHIBITS

 

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

 

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

**	Previously filed as an exhibit to the Registration Statement.

 

ITEM 17.

UNDERTAKINGS

The undersigned registrant hereby undertakes:

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

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

 

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

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

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

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

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

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

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

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

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

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

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

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

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

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

 

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

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

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

 

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SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, the registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-3 and has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Fort Lauderdale, Florida, on February 23, 2010.

 

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

 

Signature		Title(s)		Date
/S/    MICHAEL J. JACKSON         Michael J. Jackson		Chairman of the Board and Chief Executive Officer (Principal Executive Officer)		February 23, 2010
/S/    MICHAEL J. SHORT         Michael J. Short		Executive Vice President and Chief Financial Officer (Principal Financial Officer)		February 23, 2010
/S/    MICHAEL J. STEPHAN         Michael J. Stephan		Vice President — Corporate Controller (Principal Accounting Officer)		February 23, 2010
* Rick L. Burdick		Director		February 23, 2010
* William C. Crowley		Director		February 23, 2010
* David B. Edelson		Director		February 23, 2010
* Kim C. Goodman		Director		February 23, 2010
* Robert R. Grusky		Director		February 23, 2010
* Michael E. Maroone		Director		February 23, 2010
* Carlos A. Migoya		Director		February 23, 2010

 

*By:		/s/    MICHAEL J. JACKSON
		Michael J. Jackson Attorney-in-Fact

 

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SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, the below registrants certify that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-3 and has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Fort Lauderdale, Florida, on February 23, 2010.

 

7 ROD REAL ESTATE NORTH, LLC 7 ROD REAL ESTATE SOUTH, LLC ABRAHAM CHEVROLET-TAMPA, INC. AL MAROONE FORD, LLC ALBERT BERRY MOTORS, INC. ALL-STATE RENT A CAR, INC. AN CHEVROLET OF PHOENIX, LLC AN CJ VALENCIA, INC. AN CORPORATE MANAGEMENT PAYROLL CORP. AN DEALERSHIP HOLDING CORP. AN IMPORTS OF LITHIA SPRINGS, LLC AN WEST CENTRAL REGION MANAGEMENT, LLC AN/FMK ACQUISITION CORP. AN/GMF, INC. AN/KPBG MOTORS, INC. AN/STD ACQUISITION CORP. ANDERSON CHEVROLET ANDERSON CHEVROLET LOS GATOS, INC. ANDERSON CUPERTINO, INC. ATRIUM RESTAURANTS, INC. AUTO AD AGENCY, INC. AUTO HOLDING, LLC AUTO WEST, INC. AUTONATION CORPORATE MANAGEMENT, LLC AUTONATION ENTERPRISES INCORPORATED AUTONATION MOTORS HOLDING CORP. AUTONATION MOTORS OF LITHIA SPRINGS, INC. AUTONATION NORTHWEST MANAGEMENT, LLC AUTONATION REALTY CORPORATION BANKSTON AUTO, INC. BATFISH, LLC BBCSS, INC. BEACH CITY CHEVROLET COMPANY, INC. BEACH CITY HOLDING, LLC BLEDSOE DODGE, LLC BOB TOWNSEND FORD, INC. BOSC AUTOMOTIVE REALTY, INC. CERRITOS IMPORTS, INC. CHAMPION CHEVROLET HOLDING, LLC CHAMPION CHEVROLET, LLC CHAMPION FORD, INC. CHARLIE THOMAS CHRYSLER-PLYMOUTH, INC. CHESROWN AUTO, LLC CJ VALENCIA HOLDING, LLC CONSUMER CAR CARE CORPORATION CORPORATE PROPERTIES HOLDING, INC. COURTESY AUTO GROUP, INC. DEAL DODGE OF DES PLAINES, INC. DESERT CHRYSLER-PLYMOUTH, INC. DESERT DODGE, INC.		DON-A-VEE JEEP-EAGLE, INC. DOWNERS GROVE DODGE, INC. DRIVER’S MART WORLDWIDE, INC. EASTGATE FORD, INC. EL MONTE MOTORS HOLDING, LLC EL MONTE MOTORS, INC. ELMHURST AUTO MALL, INC. FLORIDA AUTO CORP. FORD OF KIRKLAND, INC. FOX IMPORTS, LLC FRED OAKLEY MOTORS, INC. HAYWARD DODGE, INC. HOLLYWOOD KIA, INC. HORIZON CHEVROLET, INC. HUB MOTOR COMPANY, LLC JEMAUTCO, INC. JERRY GLEASON CHEVROLET, INC. JERRY GLEASON DODGE, INC. JOE MACPHERSON IMPORTS NO. I JOE MACPHERSON OLDSMOBILE J-M-R MOTORS COMPANY NORTHWEST LLC KENYON DODGE, INC. LES MARKS CHEVROLET, INC. LEW WEBB’S FORD, INC. LEW WEBB’S IRVINE NISSAN HOLDING, LLC LEW WEBB’S IRVINE NISSAN, INC. MACHOWARD LEASING MARKS FAMILY DEALERSHIPS, INC. MAROONE DODGE, LLC MAROONE MANAGEMENT SERVICES, INC. MAROONE OLDSMOBILE, LLC MC/RII, LLC MECHANICAL WARRANTY PROTECTION, INC. METRO CHRYSLER JEEP, INC. MIDWAY CHEVROLET, INC. MIKE SHAD CHRYSLER PLYMOUTH JEEP EAGLE, INC. MISSION BLVD. MOTORS, INC. MULLINAX INSURANCE AGENCY, INC. MULLINAX LINCOLN-MERCURY, INC. MULLINAX OF MAYFIELD, LLC ONTARIO DODGE, INC. ORANGE COUNTY AUTOMOTIVE IMPORTS, LLC PAYTON-WRIGHT FORD SALES, INC. PEYTON CRAMER JAGUAR PEYTON CRAMER LINCOLN-MERCURY PEYTON CRAMER LM HOLDING, LLC PITRE BUICK-PONTIAC-GMC OF SCOTTSDALE, INC. PITRE CHRYSLER-PLYMOUTH-JEEP OF SCOTTSDALE, INC. PITRE CHRYSLER-PLYMOUTH-JEEP ON BELL, INC. PMWQ, INC. PMWQ, LTD.		BY: PMWQ, INC. ITS: GENERAL PARTNER REAL ESTATE HOLDINGS, INC. REPUBLIC DM PROPERTY ACQUISITION CORP. REPUBLIC RESOURCES COMPANY REPUBLIC RISK MANAGEMENT SERVICES, INC. RESOURCES AVIATION, INC. RI MERGER CORP. RI/ASC ACQUISITION CORP. RI/BBNM ACQUISITION CORP RI/BRC REAL ESTATE CORP. RI/DM ACQUISITION CORP. RI/LLC-2 ACQUISITION CORP. RI/PII ACQUISITION CORP. RI/RMP ACQUISITION CORP. RI/WFI ACQUISITION CORPORATION ROSECRANS INVESTMENTS, LLC RRM CORPORATION SAUL CHEVROLET HOLDING, LLC SCM REALTY, INC. SERVICE STATION HOLDING CORP. SHAMROCK F. HOLDING, LLC SHAMROCK FORD, INC. SIX JAYS LLC SMI MOTORS HOLDING, LLC SMI MOTORS, INC. SOUTHWEST DODGE, LLC SPITFIRE PROPERTIES, INC. STEAKLEY CHEVROLET GP, LLC STEAKLEY CHEVROLET, LTD. BY: STEAKLEY CHEVROLET GP, LLC ITS: GENERAL PARTNER STEEPLECHASE MOTOR COMPANY STEVE RAYMAN PONTIAC-BUICK-GMC-TRUCK, LLC SUNSET PONTIAC-GMC TRUCK SOUTH, INC. SUTHERLIN CHRYSLER-PLYMOUTH JEEP-EAGLE, LLC TARTAN ADVERTISING, INC. TAYLOR JEEP EAGLE, LLC TEAM DODGE, INC. TEXAN LINCOLN-MERCURY, INC. THE CONSULTING SOURCE, INC. THE PIERCE CORPORATION II, INC. TINLEY PARK A. IMPORTS, INC. TINLEY PARK J. IMPORTS, INC. TINLEY PARK V. IMPORTS, INC. TRIANGLE CORPORATION VANDERBEEK OLDS/GMC TRUCK, INC. VANDERBEEK TRUCK HOLDING, LLC WALLACE DODGE, LLC WALLACE LINCOLN-MERCURY, LLC WEST COLTON CARS, INC. WORKING MAN’S CREDIT PLAN, INC.

 

 

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POWERS OF ATTORNEY

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

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

 

Signature		Title(s)		Date
/s/    MICHAEL E. MAROONE         Michael E. Maroone		President and Director (Principal Executive Officer and Director)		February 23, 2010
/s/    CHERYL SCULLY         Cheryl Scully		Treasurer (Principal Financial Officer and Principal Accounting Officer)		February 23, 2010
/s/    JONATHAN P. FERRANDO         Jonathan P. Ferrando		Director		February 23, 2010

 

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SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, the below registrants certify that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-3 and has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Clearwater, Florida, on February 23, 2010.

 

ABRAHAM CHEVROLET-MIAMI, INC. AN CADILLAC OF WPB, LLC AN FLORIDA REGION MANAGEMENT, LLC AN IMPORTS OF FT. LAUDERDALE, INC. AN IMPORTS ON WESTON ROAD, INC. AN LUXURY IMPORTS OF PALM BEACH, INC. AN LUXURY IMPORTS OF PEMBROKE PINES, INC. AN LUXURY IMPORTS OF SARASOTA, INC. AN MOTORS OF DELRAY BEACH, INC. AUTOHAUS HOLDINGS, INC. AUTONATION DODGE OF PEMBROKE PINES, INC. AUTONATION IMPORTS OF LONGWOOD, INC. AUTONATION IMPORTS OF PALM BEACH, INC. AUTONATION IMPORTS OF WINTER PARK, INC. AUTONATION ORLANDO VENTURE HOLDINGS, INC. AUTONATION USA OF PERRINE, INC. AUTONATION V. IMPORTS OF DELRAY BEACH, LLC BEACON MOTORS, INC. BENGAL MOTOR COMPANY, LTD. BY: BENGAL MOTORS, INC. ITS: GENERAL PARTNER BENGAL MOTORS, INC. BODY SHOP HOLDING CORP.		BULL MOTORS, LLC CARLISLE MOTORS, LLC CHEVROLET WORLD, INC. COASTAL CADILLAC, INC. CONTEMPORARY CARS, INC. D/L MOTOR COMPANY DON MEALEY CHEVROLET, INC. DON MEALEY IMPORTS, INC. FIRST TEAM AUTOMOTIVE CORP. FIRST TEAM FORD OF MANATEE, LTD. BY: FIRST TEAM MANAGEMENT, INC. ITS: GENERAL PARTNER FIRST TEAM FORD, LTD. BY: FIRST TEAM MANAGEMENT, INC. ITS: GENERAL PARTNER FIRST TEAM IMPORTS, LTD. BY: FIRST TEAM MANAGEMENT, INC. ITS: GENERAL PARTNER FIRST TEAM JEEP EAGLE, CHRYSLER-PLYMOUTH, LTD. BY: FIRST TEAM MANAGEMENT, INC. ITS: GENERAL PARTNER FIRST TEAM MANAGEMENT, INC. FIRST TEAM PREMIER, LTD. BY: FIRST TEAM MANAGEMENT, INC. ITS: GENERAL PARTNER FT. LAUDERDALE NISSAN, INC.		GULF MANAGEMENT, INC. JIM QUINLAN CHEVROLET CO. JIM QUINLAN FORD LINCOLN-MERCURY, INC. KING’S CROWN FORD, INC. L.P. EVANS MOTORS WPB, INC. L.P. EVANS MOTORS, INC. MAROONE FORD, LLC MEALEY HOLDINGS, INC. MIKE SHAD FORD, INC. NISSAN OF BRANDON, INC. QUINLAN MOTORS, INC. RI/BB ACQUISITION CORP. RI/HOLLYWOOD NISSAN ACQUISITION CORP. RKR MOTORS, INC. STAR MOTORS, LLC STEVE MOORE CHEVROLET DELRAY, LLC STEVE MOORE CHEVROLET, LLC STEVE MOORE’S BUY-RIGHT AUTO CENTER, INC. SUNRISE NISSAN OF JACKSONVILLE, INC. SUNRISE NISSAN OF ORANGE PARK, INC. SUNSET PONTIAC-GMC, INC. SUTHERLIN IMPORTS, LLC WALLACE FORD, LLC WALLACE NISSAN, LLC

 

POWERS OF ATTORNEY

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

 

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

 

Signature		Title(s)		Date
/s/    JAMES R. BENDER         James R. Bender		President and Sole Director (Principal Executive Officer and Director)		February 23, 2010
/s/    RONALD J. EBERHARDT       Ronald J. Eberhardt		Treasurer (Principal Financial Officer and Principal Accounting Officer)		February 23, 2010

 

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SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, the below registrants certify that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-3 and has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Fort Lauderdale, Florida, on February 23, 2010.

 

POWERS OF ATTORNEY

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

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

 

Signature		Title(s)		Date
/s/    MICHAEL E. MAROONE         Michael E. Maroone		President and Director (Principal Executive Officer and Director)		February 23, 2010
/s/    RONALD J. EBERHARDT         Ronald J. Eberhardt		Treasurer (Principal Financial Officer and Principal Accounting Officer)		February 23, 2010
/s/    JAMES R. BENDER         James R. Bender		Director		February 23, 2010

 

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SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, the below registrant certify that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-3 and has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Fort Lauderdale, Florida, on February 23, 2010.

 

POWER OF ATTORNEY

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

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

 

Signature		Title(s)		Date
/s/    MICHAEL E. MAROONE		President, Treasurer, and Sole Director (Principal Executive Officer, Principal Financial Officer, Principal Accounting Officer and Director)		February 23, 2010
Michael E. Maroone

 

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SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, the below registrants certify that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-3 and has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Norcross, Georgia, on February 23, 2010.

 

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

 

POWERS OF ATTORNEY

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

 

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

 

Signature		Title(s)		Date
/s/    HENRY S. PHILLIPS		President and Sole Director (Principal Executive Officer and Director)		February 23, 2010
Henry S. Phillips
/s/    MITCH MCGUIRE		Treasurer (Principal Financial Officer and Principal Accounting Officer)		February 23, 2010
Mitch McGuire

 

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SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, the below registrants certify that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-3 and has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Dallas, Texas, on February 23, 2010.

 

AN COLLISION CENTER OF ADDISON, INC. AN COLLISION CENTER OF NORTH HOUSTON, INC. AN CORPUS CHRISTI CHEVROLET, LP BY: AN CORPUS CHRISTI GP, LLC ITS: GENERAL PARTNER AN CORPUS CHRISTI GP, LLC AN CORPUS CHRISTI IMPORTS ADV. GP, LLC AN CORPUS CHRISTI IMPORTS ADV., LP BY: AN CORPUS CHRISTI IMPORTS ADV GP, LLC ITS: GENERAL PARTNER AN CORPUS CHRISTI IMPORTS GP, LLC AN CORPUS CHRISTI IMPORTS II GP, LLC AN CORPUS CHRISTI IMPORTS II, LP BY: AN CORPUS CHRISTI IMPORTS II GP, LLC ITS: GENERAL PARTNER AN CORPUS CHRISTI IMPORTS, LP BY: AN CORPUS CHRISTI IMPORTS GP, LLC ITS: GENERAL PARTNER AN CORPUS CHRISTI MOTORS, INC. AN CORPUS CHRISTI T. IMPORTS GP, LLC AN CORPUS CHRISTI T. IMPORTS, LP BY: AN CORPUS CHRISTI T. IMPORTS GP, LLC ITS: GENERAL PARTNER AN COUNTY LINE FORD, INC. AN LUXURY IMPORTS GP, LLC AN LUXURY IMPORTS, LTD. BY: AN LUXURY IMPORTS GP, LLC ITS: GENERAL PARTNER AN MOTORS OF DALLAS, INC. AN PONTIAC GMC HOUSTON NORTH GP, LLC AN PONTIAC GMC HOUSTON NORTH, LP BY: AN PONTIAC GMC HOUSTON NORTH GP, LLC ITS: GENERAL PARTNER AN TEXAS REGION MANAGEMENT, LTD. BY: AN NORTH TEXAS MANAGEMENT GP, LLC ITS: GENERAL PARTNER AUTONATION FORT WORTH MOTORS, LTD. BY: AUTONATION GM GP, LLC ITS: GENERAL PARTNER AUTONATION GM GP, LLC AUTONATION IMPORTS OF KATY GP, LLC		AUTONATION IMPORTS OF KATY, L.P. BY: AUTONATION IMPORTS OF KATY, GP LLC ITS: GENERAL PARTNER AUTONATION NORTH TEXAS MANAGEMENT GP, LLC BANKSTON CHRYSLER JEEP OF FRISCO, L.P. BY: BANKSTON CJ GP, LLC ITS: GENERAL PARTNER BANKSTON CJ GP, LLC BANKSTON FORD OF FRISCO, LTD. CO. BANKSTON NISSAN IN IRVING, INC. BANKSTON NISSAN LEWISVILLE GP, LLC BANKSTON NISSAN LEWISVILLE, LTD. BY: BANKSTON NISSAN LEWISVILLE GP,LTD. ITS: GENERAL PARTNER CHARLIE HILLARD, INC. CHARLIE THOMAS CHEVROLET GP, LLC CHARLIE THOMAS CHEVROLET, LTD. BY: CHARLIE THOMAS CHEVROLET GP, LLC ITS: GENERAL PARTNER CHARLIE THOMAS’ COURTESY GP, LLC CHARLIE THOMAS COURTESY LEASING,INC. CHARLIE THOMAS F. GP, LLC CHARLIE THOMAS FORD, LTD. BY: CHARLIE THOMAS F. GP, LLC ITS: GENERAL PARTNER CHARLIE THOMAS’ COURTESY FORD, LTD. BY: CHARLIE THOMAS’ COURTESY GP, LLC ITS: GENERAL PARTNER CT INTERCONTINENTAL GP, LLC CT INTERCONTINENTAL, LTD. BY: CT INTERCONTINENTAL GP, LLC ITS: GENERAL PARTNER CT MOTORS, INC. FINANCIAL SERVICES GP, LLC FINANCIAL SERVICES, LTD. BY: FINANCIAL SERVICES GP, LLC ITS: GENERAL PARTNER HILLARD AUTO GROUP, INC. HOUSTON AUTO M. IMPORTS GREENWAY,LTD. BY: HOUSTON IMPORTS GREENWAY GP, LLC ITS: GENERAL PARTNER		HOUSTON AUTO M. IMPORTS NORTH, LTD. BY: HOUSTON IMPORTS NORTH GP, LLC ITS: GENERAL PARTNER HOUSTON IMPORTS GREENWAY GP, LLC HOUSTON IMPORTS NORTH GP, LLC LEWISVILLE IMPORTS GP, LLC LEWISVILLE IMPORTS, LTD. BY: LEWISVILLE IMPORTS GP, LLC ITS: GENERAL PARTNER MARKS TRANSPORT, INC. MIKE HALL CHEVROLET, INC. NICHOLS FORD, LTD. BY: NICHOLS GP, LLC ITS: GENERAL PARTNER NICHOLS GP, LLC PLAINS CHEVROLET GP, LLC PLAINS CHEVROLET, LTD. BY: PLAINS CHEVROLET GP, LLC ITS: GENERAL PARTNER PORT CITY IMPORTS, INC. QUALITY NISSAN GP, LLC QUALITY NISSAN, LTD. BY: QUALITY NISSAN GP, LLC ITS: GENERAL PARTNER RI/RMC ACQUISITION GP, LLC RI/RMC ACQUISITION, LTD. BY: RI/RMC ACQUISITION GP, LLC ITS: GENERAL PARTNER RI/RMT ACQUISITION GP, LLC RI/RMT ACQUISITION, LTD. BY: RI/RMT ACQUISITION GP, LLC ITS: GENERAL PARTNER TEXAN FORD SALES, LTD. BY: TEXAN SALES GP, LLC ITS: GENERAL PARTNER TEXAN FORD, INC. TEXAN SALES GP, LLC TEXAS MANAGEMENT COMPANIES LP, LLC W.O. BANKSTON NISSAN, INC. WESTGATE CHEVROLET GP, LLC WESTGATE CHEVROLET, LTD. BY: WESTGATE CHEVROLET GP, LLC ITS: GENERAL PARTNER

 

POWERS OF ATTORNEY

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

 

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

 

Signature		Title(s)		Date
/s/    DANIEL G. AGNEW		President and Sole Director (Principal Executive Officer and Director)		February 23, 2010
Daniel G. Agnew
/s/    IAN SWARTZ		Treasurer (Principal Financial Officer and Principal Accounting Officer)		February 23, 2010
Ian Swartz

 

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SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, the below registrant certify that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-3 and has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Costa Mesa, California, on February 23, 2010.

 

POWER OF ATTORNEY

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

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

 

Signature		Title(s)		Date
/s/    BRIAN MCENROE		President, Treasurer, and Sole Director (Principal Executive Officer, Principal Financial Officer, Principal Accounting Officer and Director)		February 23, 2010
Brian McEnroe

 

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SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, the below registrant certify that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-3 and has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Encinitas, California, on February 23, 2010.

 

POWER OF ATTORNEY

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

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

 

Signature		Title(s)		Date
/s/    BRIAN WOOD         Brian Wood		President, Treasurer, and Sole Director (Principal Executive Officer, Principal Financial Officer, Principal Accounting Officer and Director)		February 23, 2010

 

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SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, the below registrant certify that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-3 and has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Valencia, California, on February 23, 2010.

 

POWER OF ATTORNEY

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

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

 

Signature		Title(s)		Date
/s/    CARLOS DOMINGUEZ         Carlos Dominguez		President, Treasurer, and Sole Director (Principal Executive Officer, Principal Financial Officer, Principal Accounting Officer and Director)		February 23, 2010

 

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SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, the below registrant certify that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-3 and has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Torrance, California, on February 23, 2010.

 

POWER OF ATTORNEY

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

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

 

Signature		Title(s)		Date
/s/    CHARLIE ALFANO         Charlie Alfano		President, Treasurer, and Sole Director (Principal Executive Officer, Principal Financial Officer, Principal Accounting Officer and Director)		February 23, 2010

 

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SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, the below registrant certify that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-3 and has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Valencia, California, on February 23, 2010.

 

POWER OF ATTORNEY

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

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

 

Signature		Title(s)		Date
/s/    CHUCK COIA         Chuck Coia		President, Treasurer, and Sole Director (Principal Executive Officer, Principal Financial Officer, Principal Accounting Officer and Director)		February 23, 2010

 

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SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, the below registrants certify that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-3 and has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Torrance, California, on February 23, 2010.

 

POWER OF ATTORNEY

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

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

 

Signature		Title(s)		Date
/s/    DAN TURNER         Dan Turner		President, Treasurer, and Sole Director (Principal Executive Officer, Principal Financial Officer, Principal Accounting Officer and Director)		February 23, 2010

 

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SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, the below registrant certify that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-3 and has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Valencia, California, on February 23, 2010.

 

POWER OF ATTORNEY

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

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

 

Signature		Title(s)		Date
/s/    DENNIS HAWKING         Dennis Hawking		President, Treasurer, and Sole Director (Principal Executive Officer, Principal Financial Officer, Principal Accounting Officer and Director)		February 23, 2010

 

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SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, the below registrant certify that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-3 and has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Tustin, California, on February 23, 2010.

 

POWER OF ATTORNEY

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

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

 

Signature		Title(s)		Date
/s/    GEORGE SHIRE         George Shire		President, Treasurer, and Sole Director (Principal Executive Officer, Principal Financial Officer, Principal Accounting Officer and Director)		February 23, 2010

 

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SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, the below registrant certify that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-3 and has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Roseville, California, on February 23, 2010.

 

POWER OF ATTORNEY

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

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

 

Signature		Title(s)		Date
/s/    GERALD GONZALVES         Gerald Gonzalves		President, Treasurer, and Sole Director (Principal Executive Officer, Principal Financial Officer, Principal Accounting Officer and Director)		February 23, 2010

 

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SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, the below registrant certify that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-3 and has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Mountain View, California, on February 23, 2010.

 

POWER OF ATTORNEY

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

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

 

Signature		Title(s)		Date
/s/    HUCK HIBBERD         Huck Hibberd		President, Treasurer, and Sole Director (Principal Executive Officer, Principal Financial Officer, Principal Accounting Officer and Director)		February 23, 2010

 

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SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, the below registrant certify that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-3 and has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Roseville, California, on February 23, 2010.

 

POWER OF ATTORNEY

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

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

 

Signature		Title(s)		Date
/s/    JAMES RENTSCHLER         James Rentschler		President, Treasurer, and Sole Director (Principal Executive Officer, Principal Financial Officer, Principal Accounting Officer and Director)		February 23, 2010

 

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SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, the below registrant certify that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-3 and has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Santa Clara, California, on February 23, 2010.

 

POWER OF ATTORNEY

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

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

 

Signature		Title(s)		Date
/s/    JOE SPURRIER         Joe Spurrier		President, Treasurer, and Sole Director (Principal Executive Officer, Principal Financial Officer, Principal Accounting Officer and Director)		February 23, 2010

 

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SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, the below registrant certify that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-3 and has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Valencia, California, on February 23, 2010.

 

POWER OF ATTORNEY

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

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

 

Signature		Title(s)		Date
/s/    JOSEPH CARACCIOLO         Joseph Caracciolo		President, Treasurer, and Sole Director (Principal Executive Officer, Principal Financial Officer, Principal Accounting Officer and Director)		February 23, 2010

 

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SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, the below registrant certify that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-3 and has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Encino, California, on February 23, 2010.

 

POWER OF ATTORNEY

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

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

 

Signature		Title(s)		Date
/s/    LINDA TERASHITA         Linda Terashita		President, Treasurer, and Sole Director (Principal Executive Officer, Principal Financial Officer, Principal Accounting Officer and Director)		February 23, 2010

 

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SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, the below registrant certify that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-3 and has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Fremont, California, on February 23, 2010.

 

POWER OF ATTORNEY

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

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

 

Signature		Title(s)		Date
/s/    MARK AKBAR         Mark Akbar		President, Treasurer, and Sole Director (Principal Executive Officer, Principal Financial Officer, Principal Accounting Officer and Director)		February 23, 2010

 

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SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, the below registrant certify that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-3 and has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Irvine, California, on February 23, 2010.

 

POWER OF ATTORNEY

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

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

 

Signature		Title(s)		Date
/s/    RONNIE VARTANIAN         Ronnie Vartanian		President, Treasurer, and Sole Director (Principal Executive Officer, Principal Financial Officer, Principal Accounting Officer and Director)		February 23, 2010

 

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SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, the below registrant certify that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-3 and has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Torrance, California, on February 23, 2010.

 

POWER OF ATTORNEY

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

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

 

Signature		Title(s)		Date
/s/    SEAN BEARDSLEY         Sean Beardsley		President, Treasurer, and Sole Director (Principal Executive Officer, Principal Financial Officer, Principal Accounting Officer and Director)		February 23, 2010

 

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SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, the below registrant certify that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-3 and has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Valencia, California, on February 23, 2010.

 

POWER OF ATTORNEY

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

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

 

Signature		Title(s)		Date
/s/    SUDHIR SOOD         Sudhir Sood		President, Treasurer, and Sole Director (Principal Executive Officer, Principal Financial Officer, Principal Accounting Officer and Director)		February 23, 2010

 

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SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, the below registrant certify that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-3 and has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Newport Beach, California, on February 23, 2010.

 

POWER OF ATTORNEY

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

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

 

Signature		Title(s)		Date
/s/    TIM TAUBER         Tim Tauber		President, Treasurer, and Sole Director (Principal Executive Officer, Principal Financial Officer, Principal Accounting Officer and Director)		February 23, 2010

 

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SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, the below registrant certify that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-3 and has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Fremont, California, on February 23, 2010.

 

POWER OF ATTORNEY

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

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

 

Signature		Title(s)		Date
/s/    TODD KING         Todd King		President, Treasurer, and Sole Director (Principal Executive Officer, Principal Financial Officer, Principal Accounting Officer and Director)		February 23, 2010

 

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SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, the below registrant certify that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-3 and has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Roseville, California, on February 23, 2010.

 

POWER OF ATTORNEY

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

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

 

Signature		Title(s)		Date
/s/    TOM HOOD         Tom Hood		President, Treasurer, and Sole Director (Principal Executive Officer, Principal Financial Officer, Principal Accounting Officer and Director)		February 23, 2010

 

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SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, the below registrant certify that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-3 and has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Cerritos, California, on February 23, 2010.

 

POWER OF ATTORNEY

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

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

 

Signature		Title(s)		Date
/s/    WILLIAM R. BERMAN         William R. Berman		President, Treasurer, and Sole Director (Principal Executive Officer, Principal Financial Officer, Principal Accounting Officer and Director)		February 23, 2010

 

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SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, the below registrants certify that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-3 and has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Torrance, California, on February 23, 2010.

 

POWER OF ATTORNEY

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

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

 

Signature		Title(s)		Date
/s/    STEVE KWAK         Steve Kwak		President, Treasurer, and Sole Director (Principal Executive Officer, Principal Financial Officer, Principal Accounting Officer and Director)		February 23, 2010

 

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SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, the below registrant certify that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-3 and has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Hawthorne, California, on February 23, 2010.

 

POWER OF ATTORNEY

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

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

 

Signature		Title(s)		Date
/s/    MICHAEL A. CUNNINGHAM         Michael A. Cunningham		President, Treasurer, and Sole Director (Principal Executive Officer, Principal Financial Officer, Principal Accounting Officer and Director)		February 23, 2010

 

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SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, the below registrants certify that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-3 and has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Cerritos, California, on February 23, 2010.

 

ALLISON BAVARIAN HOLDING, LLC AN CHEVROLET - ARROWHEAD, INC. AN COLLISION CENTER OF TEMPE, INC. AN IMPORTS OF SPOKANE, INC. AN LUXURY IMPORTS HOLDING, LLC AN LUXURY IMPORTS OF PHOENIX, INC. AN LUXURY IMPORTS OF SPOKANE, INC. AN LUXURY IMPORTS OF TUCSON, INC. AN MOTORS OF SCOTTSDALE, LLC AN SUBARU MOTORS, INC. AN WESTERN REGION MANAGEMENT, LLC AN/PF ACQUISITION CORP. APPLEWAY CHEVROLET, INC. AUTO CAR HOLDING, LLC AUTO MISSION HOLDING, LLC AUTO MISSION LTD. AUTONATION OXNARD VENTURE HOLDINGS, INC. BARGAIN RENT-A-CAR BELL DODGE, L.L.C. BROWN & BROWN CHEVROLET - SUPERSTITION SPRINGS, LLC BROWN & BROWN CHEVROLET, INC. BROWN & BROWN NISSAN MESA, L.L.C. BROWN & BROWN NISSAN, INC. BUICK MART LIMITED PARTNERSHIP BY: WEBB AUTOMOTIVE GROUP, INC. ITS: GENERAL PARTNER CARWELL HOLDING, LLC CERRITOS BODY WORKS HOLDING, LLC CERRITOS IMPORTS HOLDING, LLC		COSTA MESA CARS HOLDING, LLC DOBBS MOTORS OF ARIZONA, INC. DODGE OF BELLEVUE, INC. EDGREN MOTOR HOLDING, LLC EL MONTE IMPORTS HOLDING, LLC FIT KIT HOLDING, LLC FIT KIT, INC. FORD OF GARDEN GROVE LIMITED PARTNERSHIP BY: WEBB AUTOMOTIVE GROUP, INC. ITS: GENERAL PARTNER FREMONT LUXURY IMPORTS HOLDING, LLC G.B. IMPORT SALES & SERVICE HOLDING, LLC HOUSE OF IMPORTS HOLDING, LLC IRVINE IMPORTS HOLDING, LLC IRVINE IMPORTS, INC. IRVINE TOYOTA/NISSAN/VOLVO LIMITED PARTNERSHIP BY: WEBB AUTOMOTIVE GROUP, INC. ITS: GENERAL PARTNER JOE MACPHERSON INFINITI HOLDING, LLC LEXUS OF CERRITOS LIMITED PARTNERSHIP BY: WEBB AUTOMOTIVE GROUP, INC. ITS: GENERAL PARTNER MACHOWARD LEASING HOLDING, LLC MACPHERSON ENTERPRISES, INC. MAGIC ACQUISITION HOLDING, LLC MR. WHEELS HOLDING, LLC MR. WHEELS, INC. NEWPORT BEACH CARS HOLDING, LLC NORTHWEST FINANCIAL GROUP, INC.		PEYTON CRAMER AUTOMOTIVE HOLDING, LLC PEYTON CRAMER F. HOLDING, LLC PEYTON CRAMER INFINITI HOLDING, LLC PIERCE AUTOMOTIVE CORPORATION PIERCE, LLC PRIME AUTO RESOURCES, INC. ROSEVILLE MOTOR HOLDING, LLC SMYTHE EUROPEAN HOLDING, LLC STEVENS CREEK HOLDING, LLC TASHA INCORPORATED TERRY YORK MOTOR CARS HOLDING, LLC TORRANCE NISSAN HOLDING, LLC TOWN & COUNTRY CHRYSLER JEEP, INC. TOYOTA CERRITOS LIMITED PARTNERSHIP BY: WEBB AUTOMOTIVE GROUP, INC. ITS: GENERAL PARTNER VALENCIA B. IMPORTS HOLDING, LLC VALENCIA DODGE HOLDING, LLC VALENCIA H. IMPORTS HOLDING, LLC VANDERBEEK MOTORS HOLDING, LLC VINCE WIESE HOLDING, LLC WEBB AUTOMOTIVE GROUP, INC. YORK ENTERPRISES HOLDING, LLC DESERT BUICK-GMC TRUCKS, L.L.C. DESERT GMC, L.L.C. DESERT LINCOLN-MERCURY, INC. SAHARA IMPORTS, INC. SAHARA NISSAN, INC. T-WEST SALES & SERVICE, INC. JRJ INVESTMENTS, INC.

 

POWERS OF ATTORNEY

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

 

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

 

Signature		Title(s)		Date
/s/    WILLIAM R. BERMAN         William R. Berman		President and Sole Director (Principal Executive Officer and Director)		February 23, 2010
/s/    MICHAEL A. CUNNINGHAM         Michael A. Cunningham		Treasurer (Principal Financial Officer and Principal Accounting Officer)		February 23, 2010

 

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SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, the below registrant certify that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-3 and has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Fort Lauderdale, Florida, on February 23, 2010.

 

POWERS OF ATTORNEY

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

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

 

Signature		Title(s)		Date
/s/    C. COLEMAN G. EDMUNDS         C. Coleman G. Edmunds		President (Principal Executive Officer)		February 23, 2010
/s/    CHERYL SCULLY         Cheryl Scully		Treasurer (Principal Financial Officer and Principal Accounting Officer)		February 23, 2010
/s/    MICHAEL E. MAROONE         Michael E. Maroone		Director		February 23, 2010
/s/    JONATHAN P. FERRANDO         Jonathan P. Ferrando		Director		February 23, 2010

 

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SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, the below registrant certify that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-3 and has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Fort Lauderdale, Florida, on February 23, 2010.

 

POWERS OF ATTORNEY

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

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

 

Signature		Title(s)		Date
/s/    B. GENE CLAYTON         B. Gene Clayton		President (Principal Executive Officer)		February 23, 2010
/s/    CHERYL SCULLY         Cheryl Scully		Treasurer (Principal Financial Officer and Principal Accounting Officer)		February 23, 2010
/s/    MICHAEL E. MAROONE         Michael E. Maroone		Director		February 23, 2010
/s/    JONATHAN P. FERRANDO Jonathan P. Ferrando		Director		February 23, 2010

 

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SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, the below registrant certify that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-3 and has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Fort Lauderdale, Florida, on February 23, 2010.

 

POWERS OF ATTORNEY

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

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

 

Signature		Title(s)		Date
/s/    KEVIN WESTFALL         Kevin Westfall		President (Principal Executive Officer)		February 23, 2010
/s/    CHERYL SCULLY         Cheryl Scully		Treasurer (Principal Financial Officer and Principal Accounting Officer)		February 23, 2010
/s/    MICHAEL E. MAROONE         Michael E. Maroone		Director		February 23, 2010
/s/    JONATHAN P. FERRANDO         Jonathan P. Ferrando		Director		February 23, 2010

 

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SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, the below registrant certify that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-3 and has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Fort Lauderdale, Florida, on February 23, 2010.

 

POWERS OF ATTORNEY

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

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

 

Signature		Title(s)		Date
/s/    MICHAEL E. MAROONE         Michael E. Maroone		President (Principal Executive Officer)		February 23, 2010
/s/    CHERYL SCULLY         Cheryl Scully		Treasurer (Principal Financial Officer and Principal Accounting Officer)		February 23, 2010
/s/    C. COLEMAN G. EDMUNDS C. Coleman G. Edmunds		Director		February 23, 2010
/s/    GUILLERMO PERNAS, JR.         Guillermo Pernas, Jr.		Director		February 23, 2010

 

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SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, the below registrant certify that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-3 and has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Fort Lauderdale, Florida, on February 23, 2010.

 

POWERS OF ATTORNEY

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

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

 

Signature		Title(s)		Date
/s/    PHILLIP W. DUPREE         Phillip W. DuPree		President and Sole Director (Principal Executive Officer)		February 23, 2010
/s/    RONALD L. FREY         Ronald L. Frey		Treasurer (Principal Financial Officer and Principal Accounting Officer)		February 23, 2010

 

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SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, the below registrants certify that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-3 and has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Dallas, Texas, on February 23, 2010.

 

POWERS OF ATTORNEY

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

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

 

Signature		Title(s)		Date
/s/    DANIEL G. AGNEW         Daniel G. Agnew		President (Principal Executive Officer)		February 23, 2010
/s/    CHERYL SCULLY         Cheryl Scully		Treasurer (Principal Financial Officer and Principal Accounting Officer)		February 23, 2010
/s/    MICHAEL E. MAROONE         Michael E. Maroone		Director		February 23, 2010
/s/    JONATHAN P. FERRANDO         Jonathan P. Ferrando		Director		February 23, 2010

 

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SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, the below registrant certify that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-3 and has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Buena Park, California, on February 23, 2010.

 

POWER OF ATTORNEY

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

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

 

Signature		Title(s)		Date
/s/    PAT LUSTIG         Pat Lustig		President, Treasurer, and Sole Director (Principal Executive Officer, Principal Financial Officer, Principal Accounting Officer and Director)		February 23, 2010

 

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EXHIBIT INDEX

 

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

 

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

**	Previously filed as an exhibit to the Registration Statement.

 

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