ACC CONSUMER FINANCE CORP, S-1/A, 1996-05-16

ACC CONSUMER FINANCE CORP
S-1/A, 1996-05-16
SHORT-TERM BUSINESS CREDIT INSTITUTIONS

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<PAGE> 1

AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON MAY 16, 1996

REGISTRATION NO. 33-98626
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
------------------------

AMENDMENT NO. 4

FORM S-1
REGISTRATION STATEMENT
UNDER THE
SECURITIES ACT OF 1933
------------------------

ACC CONSUMER FINANCE CORPORATION
(Exact Name of Registrant as Specified in its Charter)

<TABLE>
<S> <C> <C>
DELAWARE 6141 33-0682821
(State or Other Jurisdiction of (Primary Standard Industrial (I.R.S. Employer Identification
Incorporation or Organization) Classification Code No.) No.)
</TABLE>

12750 HIGH BLUFF DRIVE, SUITE 320
SAN DIEGO, CALIFORNIA 92130
(619) 793-6300
(Address, Including Zip Code, and Telephone Number, Including Area Code, of
Registrant's Principal Executive Offices)
------------------------
ROCCO J. FABIANO
CHIEF EXECUTIVE OFFICER
ACC CONSUMER FINANCE CORPORATION
12750 HIGH BLUFF DRIVE, SUITE 320
SAN DIEGO, CALIFORNIA 92130
(619) 793-6300
(Name, address, including zip code, and telephone number of agent for service of
process)
------------------------
Copy to:

<TABLE>
<S> <C>
BARBARA L. BORDEN, ESQUIRE WILLIAM T. QUICKSILVER, ESQUIRE
SHEPPARD, MULLIN, RICHTER & HAMPTON, LLP MANATT, PHELPS & PHILLIPS, LLP
501 WEST BROADWAY, 19TH FLOOR 11355 WEST OLYMPIC BOULEVARD
SAN DIEGO, CALIFORNIA 92101 LOS ANGELES, CALIFORNIA 90064
(619) 338-6500 (310) 312-4000
</TABLE>

------------------------

APPROXIMATE DATE OF COMMENCEMENT OF PROPOSED SALE TO THE PUBLIC: As soon
as practicable after the effective date of this Registration Statement.

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, check the following box. / /

If this Form is filed to register additional securities for an offering
pursuant to Rule 462(b) under the Securities Act, check the following box and
list the Securities Act registration statement number of 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 delivery of the prospectus is expected to be made pursuant to Rule 434,
please check the following box. /X/
------------------------

THE REGISTRANT HEREBY AMENDS THIS REGISTRATION STATEMENT ON SUCH DATE OR
DATES AS MAY BE NECESSARY TO DELAY ITS EFFECTIVE DATE UNTIL THE REGISTRANT SHALL
FILE A FURTHER AMENDMENT THAT SPECIFICALLY STATES THAT THIS REGISTRATION
STATEMENT SHALL THEREAFTER BECOME EFFECTIVE IN ACCORDANCE WITH SECTION 8(B) OF
THE SECURITIES ACT OF 1933 OR UNTIL THE REGISTRATION STATEMENT SHALL BECOME
EFFECTIVE ON SUCH DATE AS THE COMMISSION, ACTING PURSUANT TO SECTION 8(A), MAY
DETERMINE.
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<PAGE> 2

ACC CONSUMER FINANCE CORPORATION

CROSS REFERENCE SHEET

<TABLE>
<S> <C> <C>
1. Forepart of the Registration Statement and
Outside Front Cover Page of Prospectus..... Forepart of Registration Statement and
Outside
Front Cover Page of Prospectus
2. Inside Front and Outside Back Cover Pages
of Prospectus.............................. Inside Front and Outside Back Cover Pages
of
Prospectus
3. Summary Information, Risk Factors and Ratio
of Earnings to Fixed Charges............... Risk Factors
4. Use of Proceeds............................ Use of Proceeds
5. Determination of Offering Price............ Underwriters
6. Dilution................................... Dilution
7. Selling Security-Holders................... Selling Shareholders
8. Plan of Distribution....................... Plan of Distribution
9. Description of Securities to be
Registered................................. Description of Securities
10. Interest of Named Experts and Counsel...... Not applicable.
11. Information with Respect to the Registrant:
(a) Description of Business (a) Business
(b) Description of Property (b) Business
(c) Legal Proceedings (c) Business
(d) Market Price Information (d) Underwriting
(e) Financial Statements (e) Consolidated Financial Statements
(f) Selected Financial Data (f) Selected Consolidated Financial Data
(g) Supplementary Financial Information (g) Not applicable.
(h) Management's Discussion and Analysis (h) Management's Discussion and Analysis of
Financial Condition and Results of
Operations
(i) Changes in and Disagreements with
Accountants (i) Not applicable.
(j) Directors and Executive Officers (j) Management
(k) Executive Compensation (k) Management
(l) Security Ownership and Certain
Beneficial Owners (l) Principal and Selling Shareholders
(m) Certain Relationships and Related
Transactions (m) Certain Transactions
12. Disclosure of Commission Position on
Indemnification for Securities Act
Liabilities................................ Indemnification of Directors and Officers
</TABLE>
<PAGE> 3

Information contained herein is subject to completion or amendment. A
registration statement relating to these securities has been filed with the
Securities and Exchange Commission. These securities may not be sold nor
may offers to buy be accepted prior to the time the registration statement
becomes effective. This prospectus shall not constitute an offer to sell or
the solicitation of an offer to buy nor shall there be any sale of these
securities in any State in which such offer, solicitation or sale would be
unlawful prior to registration or qualification under the securities laws
of any such State.

SUBJECT TO COMPLETION, DATED MAY 16, 1996

2,000,000 SHARES

LOGO

COMMON STOCK

Of the 2,000,000 shares of Common Stock offered hereby, 1,700,000 shares
are being sold by ACC Consumer Finance Corporation ("ACC" or the "Company") and
300,000 shares are being sold by the Selling Shareholders. The Company will not
receive any of the proceeds from the sale of shares by the Selling Shareholders.
See "Principal and Selling Shareholders." Prior to this offering, there has been
no public market for the Company's Common Stock. It is currently estimated that
the initial public offering price will be between $6.50 and $8.00 per share. See
"Underwriting" for a discussion of the factors to be considered in determining
the initial public offering price.

The Company's Common Stock has been approved for listing on The Nasdaq
Stock Market's National Market ("NNM") under the symbol "ACCI," subject to
official notice of issuance.

SEE "RISK FACTORS" BEGINNING ON PAGE 9 FOR A DISCUSSION OF CERTAIN FACTORS
THAT SHOULD BE CONSIDERED BY PROSPECTIVE PURCHASERS OF THE COMMON STOCK OFFERED
HEREBY.

------------------------

THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE SECURITIES AND
EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION NOR HAS THE
SECURITIES AND EXCHANGE COMMISSION OR ANY STATE SECURITIES
COMMISSION PASSED UPON THE ACCURACY OR ADEQUACY OF THIS
PROSPECTUS. ANY REPRESENTATION TO THE CONTRARY IS A
CRIMINAL OFFENSE.

<TABLE>
<S> <C> <C> <C> <C>
- ------------------------------------------------------------------------------------------------
- ------------------------------------------------------------------------------------------------
Proceeds to
Price to Underwriting Proceeds to Selling
Public Discount(1) Company(2) Shareholders
- ------------------------------------------------------------------------------------------------
Per Share............... $ $ $ $
Total(3)................ $ $ $ $
- ------------------------------------------------------------------------------------------------
- ------------------------------------------------------------------------------------------------
</TABLE>

(1) See "Underwriting" for information concerning indemnification of the
Underwriters and other matters.

(2) Before deducting expenses payable by the Company estimated at $ .

(3) The Company has granted to the Underwriters a 30-day option to purchase up
to 300,000 additional shares of Common Stock on the same terms and
conditions as set forth above, solely to cover over-allotments, if any. If
the Underwriters exercise such option in full, the Price to Public,
Underwriting Discount and Proceeds to Company will be $ ,
$ and $ , respectively. See "Underwriting."

The shares of Common Stock are being offered by the several Underwriters
named herein, subject to receipt and acceptance by them and subject to their
right to reject any order in whole or in part. It is expected that delivery of
the certificates representing such shares will be made against payment therefor
at the office of Montgomery Securities on or about , 1996.

------------------------

MONTGOMERY SECURITIES MCDONALD & COMPANY
SECURITIES, INC.

, 1996
<PAGE> 4

ACC CONSUMER FINANCE CORPORATION
REGIONAL CREDIT CENTERS(1) AND SIGNIFICANT STATES(2)
AS OF MARCH 31, 1996
[ACC LOGO]
- ---------------

(1) See "Business -- Purchase of Contracts" for a discussion of the Company's
regional credit centers.

(2) Significant States are any states wherein the Company purchased more than
$500,000 in Contracts in the three-month period ending March 31, 1996.
------------------------

The Company intends to furnish its shareholders with annual reports
containing audited financial statements each fiscal year.
------------------------

IN CONNECTION WITH THE OFFERING, THE UNDERWRITERS MAY OVER-ALLOT OR EFFECT
TRANSACTIONS WHICH STABILIZE OR MAINTAIN THE MARKET PRICE OF THE COMMON STOCK AT
A LEVEL ABOVE THAT WHICH MIGHT OTHERWISE PREVAIL IN THE OPEN MARKET. SUCH
TRANSACTIONS MAY BE EFFECTED ON THE NNM OR OTHERWISE. SUCH STABILIZING, IF
COMMENCED, MAY BE DISCONTINUED AT ANY TIME.

------------------------

2
<PAGE> 5

PROSPECTUS SUMMARY

The following summary is qualified in its entirety by the more detailed
information and consolidated financial statements, including the notes thereto,
appearing elsewhere in this Prospectus. In January 1996, the Company elected to
change its fiscal year end from June 30 to December 31, with the change
effective as of January 1, 1995. Each prospective investor is urged to read this
Prospectus in its entirety. Except as otherwise indicated, all information in
the Prospectus assumes that the Underwriters' over-allotment option will not be
exercised, and assumes the 23 for 1 stock split of the Company's Common Stock,
which will have been effected prior to the date of this Prospectus, has
occurred.

THE COMPANY

ACC Consumer Finance Corporation ("ACC" or the "Company") specializes in
the indirect financing of automobile installment contracts ("Contracts"),
originated primarily by franchised automobile dealers, for consumers who pose
credit risks due to past credit problems, limited or no credit histories and/or
low incomes ("Non-Prime Borrowers"). These consumers are unlikely to qualify for
financing from traditional automobile financing sources such as commercial
banks, savings and loans, thrift and loans, credit unions and the captive
finance companies of automobile manufacturers. Through its financing program,
the Company provides automobile dealers ("Dealers") with a source of financing
for Non-Prime Borrowers.

ACC was founded by three senior executives with extensive experience in
non-prime credit evaluation, asset securitization and collections. ACC has
experienced significant growth since its formation in July 1993. From March 31,
1995 to March 31, 1996, the outstanding balance of Contracts serviced by the
Company increased from $58 million to $140 million, or 141%. The volume of
Contracts purchased by the Company increased from $19 million during the
three-month period ended March 31, 1995, to $34 million during the three-month
period ended March 31, 1996, or 79%. During the year ended December 31, 1995,
and during the three-month period ended March 31, 1996, ACC generated net income
of $3,466,000 and $788,000, respectively, compared to a net loss of $2,588,000
for the fiscal year ended June 30, 1994, a net loss of $992,000 for the
six-month transition period ended December 31, 1994, and a net loss of $519,000,
for the three-month period ended March 31, 1995.

The automobile finance market is one of the largest consumer finance
markets in the United States, with $356 billion in outstanding credit as of
January 1996. Since its formation, ACC has targeted the highly fragmented
non-prime segment of this market. The Company's business plan focuses on the
following strategies:

EXPANDING MARKET FOCUS. The Company targets major metropolitan areas and
expands into those markets in which it can recruit salespeople with non-prime
lending experience. The Company believes that major metropolitan areas provide
concentrations of high volume Dealers which can be effectively serviced by its
regional sales managers. The Company attempts to develop a broad Dealer base to
avoid dependence on a limited number of Dealers. As of March 31, 1996, the
Company directly marketed its program to Dealers in 17 states, and during the
three months ended March 31, 1996, 69% of the Contracts were purchased from
Dealers in the states of California, Florida, Pennsylvania and Texas. During the
six-month period ended March 31, 1996, the Company purchased Contracts from 813
Dealers. As of March 31, 1996, no Dealer accounted for more than 3.5% of the
Company's Contract portfolio and the ten Dealers from which the Company
purchased the most Contracts accounted for approximately 15% of the Company's
Contract portfolio, in aggregate.

LATE-MODEL USED VEHICLE CONTRACTS FROM FRANCHISED DEALERS. The Company's
financing program targets the purchase of Contracts for late-model used vehicles
that are originated by franchised Dealers. As of March 31, 1996, the oldest
financed vehicle in the Company's Contract portfolio was a model year 1988
(representing two vehicles), and the median model year was 1993. As of March 31,
1996, approximately 83% of Contracts serviced by the Company financed used
vehicles and 98% were acquired from franchised Dealers. The Company believes
that late-model used vehicles represent the largest segment of the used vehicle
market, while posing less risk of default due to mechanical problems than do
older used vehicles. The Company targets

3
<PAGE> 6

franchised Dealers because the financial requirements and customer service
standards imposed on these dealers by automobile manufacturers generally result
in a high level of financial stability and customer satisfaction. As a result,
the Company believes, in general, Contracts from these Dealers expose the
Company to less risk of Dealer misrepresentation and lower levels of borrower
default.

RISK-BASED PRICING. The Company maintains a database which tracks key
underwriting parameters for each Contract purchased. This database is then used
to compare the characteristics of performing Contracts to nonperforming
Contracts so as to refine the Company's credit evaluation and pricing
capabilities. Using this information, the Company offers to its Dealers a series
of different pricing programs tied to the expected economic value of each
program to the Company. The average discount on Contracts purchased during the
three-month period ended March 31, 1996, was approximately 4.9%.

UNIFORM CREDIT STANDARDS. The Company has developed: (i) a uniform set of
credit standards, (ii) a proprietary, automated credit scoring system and (iii)
designated lending limits for each credit officer. The credit scoring system and
program pricing are periodically evaluated using statistical analyses of the
information in the Company's underwriting database. During the three-month
period ended March 31, 1996, the Company approved approximately 18% of all
applications received and funded approximately 51% of the approved applications.

REGIONAL CREDIT CENTERS. The Company's regional credit centers in Atlanta,
Georgia; Dallas, Texas; Newark, Delaware; and San Diego, California process
applications from the 17 states in which the Company directly markets its
program. The Company believes this regional structure meets the Company's Dealer
service objectives without sacrificing economies of scale and operating
controls. The Company anticipates opening one or two additional regional credit
centers in the next 12 months.

CENTRALIZED FUNDING AND COLLECTION MANAGEMENT. The Company manages all
funding and collection activities from its headquarters in San Diego. Through
this central operation, the Company conducts an extensive pre-funding
verification process, generally including a direct telephone interview with the
borrower, on 100% of the Contracts. The Company typically returns Contract
packages that fail to meet its requirements. The Company also monitors the
performance of each of its Dealers and conducts a post-funding quality control
review of a random sample of 5% of all Contracts. The Company pursues a
collection strategy of early and frequent contact with delinquent borrowers.
Further, the Company uses a high-penetration autodialer to begin contacting
borrowers who become six days delinquent. ACC believes that its centralized
funding and collection structure allows for maximum operating control and cost
efficiency.

ASSET SECURITIZATIONS. The Company has issued three asset-backed
securities involving Contracts aggregating approximately $137 million. Each of
the securities were rated AAA by Standard & Poor's Ratings Group ("S&P") and Aaa
by Moody's Investors Service, Inc. ("Moody's"), based on a guaranty by Financial
Security Assurance Inc. ("FSA"). The Company issues asset-backed securities to
redeploy capital, reduce its interest rate risk and recognize gains from the
sale of the Contracts. Warehouse financing is provided by Cargill Financial
Services Corporation ("Cargill") under a facility which expires in July 1998.

------------------------

The Company was incorporated in California on June 3, 1993, under the name
of American Credit Corporation, changed its name to ACC Consumer Finance
Corporation in October 1995 and was reincorporated in Delaware in November 1995.
Unless the context otherwise requires, all references in this Prospectus to the
Company or ACC refer to ACC Consumer Finance Corporation and OFL-A Receivables
Corp., a wholly-owned subsidiary of ACC that takes title to all Contracts and is
the record lienholder of all financed vehicles ("OFL-A"). Another wholly-owned
subsidiary of the Company, ACC Receivables Corp. ("Receivables"), has been
formed in connection with the Company's issuance of asset-backed securities. The
Company's executive offices are located at 12750 High Bluff Drive, Suite 320,
San Diego, California 92130, and its telephone number is (619) 793-6300.

4
<PAGE> 7

See "Risk Factors" beginning on page 9 for a discussion of certain factors
that should be considered by prospective purchasers of the Common Stock offered
hereby, including, among others, the Company's limited operating history, the
credit risks inherent in its financing program, the Company's dependence upon
its warehouse financing facility and its dependence upon asset securitizations.

THE OFFERING(1)

<TABLE>
<S> <C>
Common Stock offered by the Company................. 1,700,000
Common Stock offered by the Selling Shareholders.... 300,000
Common Stock to be outstanding after the offering... 7,992,478
Use of proceeds..................................... The Company will use net proceeds to repay
temporarily a subordinated debt facility,
to reduce temporarily the outstanding
balance on its warehouse facility (until
the proceeds are used for Contract
purchases and for funding securitization
expenses) and for general corporate
purposes.
NNM symbol.......................................... ACCI
</TABLE>

- ---------------

(1) Assumes the full conversion of Preferred Stock into Common Stock on a 23 for
1 basis upon the closing of the offering.

5
<PAGE> 8

SUMMARY FINANCIAL DATA

<TABLE>
<CAPTION>
SIX-MONTH JULY 15, 1993
THREE MONTHS ENDED TRANSITION (INCEPTION)
MARCH 31, YEAR ENDED PERIOD ENDED THROUGH
------------------------- DEC. 31, DEC. 31, JUNE 30,
1996 1995 1995 (1) 1994 (1) 1994 (1)
----------- ----------- ----------- ------------ -------------
<S> <C> <C> <C> <C> <C>
STATEMENT OF OPERATIONS DATA:
Net Interest Income........... $ 931,468 $ 1,287,048 $ 3,332,354 $ 2,187,843 $ 606,177
Gain on Sale of Contracts..... 2,901,586 -- 8,056,136 -- --
Servicing Income and Ancillary
Fees....................... 848,879 30,743 1,757,257 28,237 6,653
Other Income.................. -- -- -- 325,000 --
------------ ------------ ------------ ------------ ------------
Total Revenues................ 4,681,933 1,317,791 13,145,747 2,541,080 612,830
Provision for Contract
Losses..................... (148,863) (221,725) (673,802) (902,361) (592,325)
Operating Expenses............ (3,175,520) (1,614,598) (8,796,590) (2,630,925) (2,608,467)
------------ ------------ ------------ ------------ ------------
Income (Loss) Before Taxes.... 1,357,550 (518,532) 3,675,355 (992,206) (2,587,962)
Net Income (Loss)............. 787,550 (518,532) 3,466,355 (992,206) (2,587,962)
Preferred Stock Dividends..... 72,720 42,674 215,419 82,621 152,673
------------ ------------ ------------ ------------ ------------
Net Income (Loss) Available to
Common Shareholders........ $ 714,830 $ (561,206) $ 3,250,936 $ (1,074,827) $ (2,740,635)
============ ============ ============ ============ ============
PRO FORMA INCOME PER COMMON
SHARE (2, 3 AND 4):
Primary Income per Common
Share...................... $ 0.13 $ -- $ 0.62 $ -- $ --
Fully Diluted Income per
Common Share............... 0.13 -- 0.55 -- --
Weighted Average Shares
Outstanding (Primary)...... 6,292,478 -- 5,624,305 -- --
Weighted Average Shares
Outstanding (Fully
Diluted)................... 6,292,478 -- 6,292,478 -- --
SUPPLEMENTARY INCOME PER COMMON
SHARE (3, 4 AND 5)
Primary Income per Common
Share...................... $ 0.14 $ -- $ 0.67 $ -- $ --
Fully Diluted Income per
Common Share............... 0.14 -- 0.62 -- --
Weighted Average Shares
Outstanding (Primary)...... 7,992,478 -- 7,324,305 -- --
Weighted Average Shares
Outstanding (Fully
Diluted)................... 7,992,478 -- 7,992,478 -- --
</TABLE>

6
<PAGE> 9

<TABLE>
<CAPTION>
AS OF AS OF AS OF
MARCH 31, 1996 DEC. 31, 1995 DEC. 31, 1994
-------------- ------------- -------------
<S> <C> <C> <C>
BALANCE SHEET DATA:
Total Assets..................................... $ 50,092,463 $ 46,908,938 $ 42,331,518
Net Installment Contracts
Held for Sale................................. 24,144,119 28,187,778 --
Held for Investment........................... 190,199 509,388 38,613,239
Allowance for Contract Losses.................... 371,008 476,808 1,181,004
Total Liabilities................................ 42,019,118 40,624,138 41,433,745
Redeemable Preferred Stock....................... 7,280,044 6,279,049 4,358,377
Shareholders' Equity............................. 793,301 5,751 (3,460,604)
Return (Loss) on Average Assets (annualized)..... 5.82% 6.92% (6.65)%
Return (Loss) on Average Equity
(annualized)(6)............................... 45.65% 102.37% (160.91)%
</TABLE>

- ---------------
(1) Effective as of January 1, 1995, the Company changed its fiscal year end
from June 30 to December 31. Each of the periods ended June 30, 1994,
December 31, 1994, and December 31, 1995, is an audited period.

(2) Due to the significant changes in the capital structure of the Company upon
the closing of the initial public offering, historical income (loss) per
common share is not presented.

(3) Common equivalent shares from Redeemable Preferred Stock that will
automatically convert upon the closing of the offering are included in the
calculation of Pro Forma and Supplementary Income per Common Share.

(4) The Pro Forma and Supplementary Income per Common Share data take into
account the 23 to 1 Common Stock split.

(5) Supplementary Primary and Fully Diluted Income per Common Share are
calculated assuming that the estimated net proceeds of $10,702,000 from the
sale of 1,700,000 shares of the Company's common stock offered hereby, at an
assumed public offering price of $7.25 per share, were used to repay the
amounts outstanding under the Subordinated Certificate and Net Interest
Margin Certificate Financing Facility Agreement (defined in "Use of
Proceeds"), which replaced the Company's previous bridge facility, and that
the remaining proceeds were used to reduce the outstanding balance on the
Repurchase Facility (defined in "Risk Factors -- Dependence Upon Warehouse
Financing Facilities and Upon Cargill").

(6) The calculation of Return (Loss) on Average Equity is based upon the Net
Income (Loss) divided by Average Shareholders' Equity, including Redeemable
Preferred Stock.

7
<PAGE> 10

SUMMARY OPERATING DATA

<TABLE>
<CAPTION>
THREE MONTHS ENDED
-------------------------------------------------------------
MAR. 31, DEC. 31, SEPT. 30, JUNE 30, MAR. 31,
1996 1995 1995 1995 1995
-------- -------- --------- -------- --------
<S> <C> <C> <C> <C> <C>
CONTRACT PURCHASE DATA:
Amount of Contracts (000's)......... $ 33,715 $ 26,478 $ 28,642 $ 24,673 $ 19,078
Number of Contracts................. 2,746 2,184 2,366 2,058 1,601
Average Coupon on Contracts......... 20.65% 20.47% 20.33% 19.93% 19.27%
Average Discount of Contracts(1).... 4.87% 5.14% 6.00% 6.98% 7.45%
Average Amount Financed under
Contracts........................ $ 12,278 $ 12,124 $ 12,106 $ 11,989 $ 11,916
Average Original Term of Contracts
(months)......................... 57 58 57 56 56
Active Dealers(2)................... 813 547 546 472 423
Number of Regional Sales Managers... 32 25 19 15 13
Number of Significant States(3)..... 13 12 10 7 6
OPERATING DATA:
Principal Balance of Servicing
Portfolio at Period End
(000's)(4)....................... $139,969 $117,539 $ 100,028 $ 78,118 $ 57,996
Net Charge-offs as a Percentage of
Average Servicing Portfolio
(annualized)(5).................. 4.40% 4.53% 3.82% 2.67% 3.99%
Delinquencies 31 days or more as a
Percentage of Servicing Portfolio
at Period End(6)................. 2.73% 4.25% 4.11% 2.79% 2.46%
</TABLE>

- ---------------
(1) Includes acquisition fees.

(2) Active Dealers include any Dealers from which Contracts were purchased
within the six months prior to the period end.

(3) Significant States are any states wherein the Company purchased more than
$500,000 in Contracts during the period.

(4) All amounts and percentages are based on the full amount remaining to be
repaid on each Contract at period end. The information in the table
represents the principal amount of all Contracts owned and serviced by the
Company, including Contracts sold in asset-backed securities.

(5) Net charge-offs are net of recoveries and include the remaining Contract
balance at time of charge-off. In the case of repossession, net charge-offs
include the remaining Contract balance at the time of repossession less
liquidation proceeds (for disposed vehicles), NADA wholesale value (for
vehicles repossessed but not sold) or claims receivable under the Company's
vendor single interest insurance policy. Net charge-offs do not include
repossessions that are less than 120 days delinquent and are not yet
charged-off.

(6) The Company considers a Contract delinquent when an obligor fails to make at
least 90% of the contractual payment by the stated due date. The period of
delinquency is based upon the number of days payments are contractually past
due. Contracts not yet 31 days late are not considered to be delinquent. The
delinquency rate excludes amounts in repossession.

8
<PAGE> 11

RISK FACTORS

LIMITED OPERATING HISTORY

The Company began operations in July 1993. The Company was not profitable
in its initial fiscal year of operation which ended June 30, 1994, or the
six-month transition period ending December 31, 1994, but was profitable in the
fiscal year ended December 31, 1995, and in the three months ended March 31,
1996. There is no assurance that the Company will continue to be profitable,
increase its volume of Contract purchases and its network of participating
Dealers and/or maintain its existing credit standards and its delinquency and
charge-off rates. See "Business -- Business Strategy" and see "Management's
Discussion and Analysis of Financial Condition and Results of Operations."

CREDIT RISKS

The Company specializes in the indirect financing of Contracts for
consumers who typically have had past credit problems (including bankruptcy),
have limited or no credit histories and/or have low incomes. Consequently, a
high credit risk is inherent in the Contracts purchased by the Company. The
performance of Contracts serviced by the Company or purchased in the future may
be directly affected by unemployment trends and other economic factors beyond
the Company's control. These factors could impair the Company's ability to
predict or manage effectively the default rates of its Contracts and could cause
the Company to incur increased operating expenses associated with the servicing
of these Contracts. An increase in delinquencies, default rates or charge-offs
in its Contract portfolio could materially and adversely affect the Company's
profitability and could trigger defaults under the Company's financing
facilities and asset securitizations. There is no assurance that the Company's
credit evaluation and collection processes will prevent excessive defaults or
that the Company will be able to purchase Contracts with yields commensurate
with the portfolio credit risk. See "Business -- Purchase of Contracts," and see
"Management's Discussion and Analysis of Financial Condition and Results of
Operations" and see "Business -- Financing."

DEPENDENCE UPON FINANCING FACILITIES AND UPON CARGILL

ACC has depended upon the warehouse financing facility (the "Repurchase
Facility") between the Company and Cargill, which expires in July 1998, to
finance its acquisition of Contracts. The Company also has relied upon other
Cargill financing facilities to fund its asset securitizations, finance
equipment acquisitions and provide working capital. Cargill is a principal
shareholder of the Company. The Company's ability to continue to borrow under
the financing facilities is dependent upon its compliance with the covenants and
other requirements of the agreements. If the Repurchase Facility were to be
terminated, the outstanding balance would become immediately payable and there
is no assurance the Company could find alternative financing. The Company has
depended upon Cargill as its principal financing source and will continue
following the offering to depend upon the Repurchase Facility. If Cargill were
to discontinue its warehouse financing for Contract acquisitions, there is no
assurance that the Company could find alternative financing on as favorable
terms. See "Business -- Financing," and see "Certain Transactions" and see "Risk
Factors -- Dependence on Key Personnel."

DISADVANTAGEOUS STRUCTURE OF THE REPURCHASE FACILITY IN THE EVENT OF ACC'S OR
CARGILL'S BANKRUPTCY

In the event that ACC became a debtor under the United States Bankruptcy
Code ("Bankruptcy Code"), the structure of the Repurchase Facility could be
disadvantageous to ACC and make it very difficult to reorganize in bankruptcy
without the cooperation of Cargill. If Cargill did not cooperate in a
bankruptcy, Cargill could attempt to liquidate the Contracts without bankruptcy
court approval and without giving ACC an opportunity to formulate a plan of
restructuring. An untimely liquidation of the Contracts subject to the facility
could result in ACC receiving little or no proceeds from the liquidating sales,
depending upon the liquidation prices (net of costs) and the other
cross-collateralized obligations of ACC to Cargill. The loss of these Contracts
also would adversely affect the Company's balance sheet and financial condition,
and could prevent the Company from restructuring. Further, Cargill could elect
to remove ACC as the servicer of the Contracts subject to the facility, thereby
terminating ACC's right to receive the 4% servicing fee. In the event

9
<PAGE> 12

that Cargill becomes a debtor under the Bankruptcy Code, there is a risk that
Cargill could terminate ACC's right to repurchase the Contracts as an executory
contract, which could cause ACC to lose the net interest income from the
Contracts subject to the Repurchase Facility and any future gain on sale from
the sale of the Contracts in an asset-backed security. See
"Business -- Financing."

DEPENDENCE UPON ASSET SECURITIZATIONS

The Company recently has relied and expects to continue to rely on the
issuance of asset-backed securities as a means of providing long-term, fixed
rate financing of Contracts and generating servicing revenues. Gains from the
issuance of these securities are expected to generate a significant portion of
the Company's revenues and, if the Company were unable to securitize Contracts
in a financial reporting period, the Company could incur a significant decline
in net income for such period. The timing of the issuance of any security
transaction is affected by a number of factors, some of which are beyond the
Company's control, including, among others, conditions in the asset-backed
securities market, interest rates and approvals from third parties. Some or all
of these factors may cause delays in closing a securitization or may even
prevent such transactions entirely. Further, there is no assurance that the
Company will realize gains on future securitizations consistent with its gains
on previous securitizations. See "Business -- Securitization of Contracts."

RISK OF FUTURE WRITE-DOWNS ATTRIBUTABLE TO ASSET-BACKED SECURITIES

If the loss experience with respect to Contracts within a security is
greater than estimated at the time of sale, the Company will be required to
write down its excess servicing receivables and, to a lesser extent, its
subordinate asset-backed securities. A write-down would reduce the Company's net
income in the period in which the write-down occurred. See "Management's
Discussion and Analysis of Financial Condition and Results of Operations" and
see "Business -- Securitization of Contracts."

GEOGRAPHIC CONCENTRATION

The Company's Contract purchases currently are concentrated in California,
Texas, Florida and Pennsylvania. As of March 31, 1996, 78% of the Contracts
serviced by ACC were purchased from Dealers in these states. An economic
slowdown or recession, or a change in the regulatory or legal environment, in
one or more of these states could have a material adverse effect on the
performance of the Company's existing Contract portfolio and on its Contract
purchases. See "Business -- Purchase of Contracts" and see
"Business -- Concentrations of Contract Purchases."

COMPETITION AND CONSOLIDATION OF INDUSTRY

The automobile financing business, and the non-prime credit segment in
which the Company operates, are highly competitive. The Company competes with a
growing number of publicly and privately held national, regional and local
companies that specialize in non-prime automobile finance. In addition, the
Company competes, or may compete in the future, for business with more
traditional automobile financing sources, such as commercial banks and
automobile manufacturers' captive finance companies. Many of the Company's
competitors and potential competitors have substantially greater financial,
marketing and other resources than the Company, and may be more successful in
expanding into new geographic markets, building dealer networks and increasing
market share through internal growth or acquisition. The larger, more
established companies have access to capital markets for unsecured commercial
paper, investment-grade corporate debt instruments and to other funding sources
that may provide them with an advantageous cost of capital relative to the
Company's cost of capital. The non-prime finance segment of the automobile
financing industry, which is currently highly fragmented, may be subject to
significant future consolidation, with only the strongest companies remaining in
the industry. See "Business -- Competition."

INTEREST RATE RISK

Two primary components of the Company's earnings are: (i) primary spread,
which is the spread between the interest earned on the Contracts in the
Company's portfolio and the interest paid by the Company on the

10
<PAGE> 13

Repurchase Facility and (ii) gain on sale, which is based upon the spread
between the interest earned on the Contracts included in asset-backed securities
and the pass-through rate paid to senior bondholders. The Company's net interest
income and future gains on sale could be adversely affected by rising interest
rates, because while the interest rates on the Contracts in the Company's
portfolio are fixed, a portion of the Company's cost of funds is variable. There
is no assurance that the Company's cost of funds will not have an adverse effect
on the Company's ability to maintain profitability. See "Business -- Financing"
and see "Business -- Securitization of Contracts."

The Company has adopted a hedging program to mitigate the risk of reduced
income from changes in interest rates during the period after a Contract is
purchased and prior to the time it is sold in an asset-backed security. There is
no assurance that this hedging program will benefit the Company or offset
entirely corresponding losses with respect to Contracts affected by an interest
rate fluctuation; or that the hedging program itself will not cause the Company
to incur losses. See "Business -- Hedging Program."

IMPACT OF GOVERNMENT REGULATION AND LITIGATION

The Company's business is subject to numerous federal and state consumer
protection laws and regulations which are subject to change. An adverse change
in or interpretation of existing laws or regulations, the promulgation of any
new laws or regulations, or the failure to comply with any of such laws and
regulations could have an adverse effect on the Company's business and its
financial condition. See "Business -- Government Regulation."

Given the consumer-oriented nature of the industry, industry participants
are from time to time named as defendants in litigation involving alleged
violations of federal and state consumer protection or other similar laws and
regulations. A judgment against the Company in connection with any litigation
could have a material adverse effect on the Company's financial condition and
its results of operations. In addition, if it were determined that a Dealer
failed to comply with applicable laws or a number of Contracts purchased by the
Company involved violations of applicable laws, the Company's financial
condition and results of operations could be materially adversely affected. See
"Business -- Government Regulation."

DEPENDENCE ON KEY PERSONNEL

ACC is dependent upon its founding executive officers, Rocco J. Fabiano,
Gary S. Burdick and Rellen M. Stewart (the "Founders"). The loss of the services
of one or more of the Founders could have a material adverse effect on ACC's
business and there is no assurance that ACC would be able to replace any of the
Founders without incurring additional costs or without disruptions to the
Company. In addition, if any two of the three Founders are not employed by the
Company, Cargill will have the option of terminating the Company's warehouse
financing facility. The Company maintains key man life insurance in the amount
of $500,000 on each of the Founders. See "Risk Factors -- Dependence Upon
Warehouse Financing Facility and Upon Cargill," and see "Risk
Factors -- Dependence Upon Asset Securitizations" and see "Management --
Directors and Executive Officers."

The Company's ability to implement its business strategy depends upon its
ability to attract and retain a sufficient number of qualified employees to
maintain its underwriting standards and collection procedures and to support its
expansion into new geographic markets. There is no assurance that the Company
will be able to recruit and retain such personnel. See "Risk
Factors -- Dependence on Dealer Relationships," and see "Business -- Purchase of
Contracts" and see "Business -- Servicing of Contracts."

DEPENDENCE ON DEALER RELATIONSHIPS

The Company's ability to expand into new geographic markets and to maintain
or increase its volume of Contract purchases is dependent upon maintaining and
expanding the network of Dealers from which it purchases Contracts. The
Company's loss of any of its regional sales managers could adversely affect the
Company's relationships with participating Dealers and future purchases of
Contracts. Increased competition, including without limitation, competition from
captive finance companies and other factors, could have an

11
<PAGE> 14

adverse effect on the Company's ability to maintain or expand its Dealer
network. See "Business -- Purchase of Contracts" and see
"Business -- Competition."

CHANGES IN MARKET CONDITIONS

The Company's business of financing automobile sales is directly related to
the automobile industry's sales of new and used automobiles. Automobile sales
are cyclical in nature and are affected by general economic conditions,
including employment rates, interest rates, real wages and other economic
conditions. An increase in interest rates, economic slowdown or recession could
adversely affect automobile sales and, in turn, reduce the number of Contracts
available for purchase by automobile finance companies such as the Company. A
change in general economic conditions also could affect adversely the
performance of the portfolio of Contracts owned and serviced by the Company,
including Contracts sold in asset-backed securities. See "Business -- Non-Prime
Automobile Finance Industry."

RELIANCE ON SYSTEMS AND CONTROLS

The Company depends heavily upon its systems and controls, many of which
are designed specifically for its business. These systems and controls support
the evaluation, acquisition, monitoring, collecting and administering of the
Company's portfolio as well as support general accounting and other management
functions of the Company. There is no assurance that these systems and controls,
including those specially designed and built for the Company, are adequate or
will continue to be adequate to support the Company's growth. A failure of the
automated systems, including a failure of data integrity or accuracy, could have
a material adverse effect upon the Company's business and financial condition.
See "Business -- Management Information Systems."

CONTROL BY EXISTING SHAREHOLDER

Upon completion of the offering, the investment funds managed by Strome
Susskind Investment Management, L.P. ("SSIM"), will own 40.7% of the Common
Stock of the Company (39.2% if the Underwriters' over-allotment option is
exercised in full). As a result, SSIM will have significant influence over
matters requiring approval of the Company's shareholders, including the election
or removal of directors. Currently, two of the Company's five directors are
limited partners of SSIM, and shareholders, directors and officers of the
corporate general partner of SSIM.

NO DIVIDENDS

To date, the Company has not paid any dividends on its Common Stock and
does not expect to declare or pay dividends on its Common Stock in the
foreseeable future. Any future payment of dividends on the Common Stock will be
subject to prior payment of all accrued dividends on any preferred stock then
outstanding. See "Dividend Policy" and see "Description of Capital Stock."

DILUTION

Purchasers of Common Stock offered hereby will experience immediate
dilution of $4.98 in the net tangible book value of their shares (based upon an
assumed offering price of $7.25 per share and the estimated amounts of the
underwriting discount and the expenses of the offering payable by the Company).
See "Dilution."

ABSENCE OF PRIOR PUBLIC MARKET; DETERMINATION OF OFFERING PRICE

Prior to the offering, there has been no public market for the Company's
Common Stock and there can be no assurance that an active trading market in the
Common Stock will develop or, if developed, will remain following the offering.
The initial offering price of the shares offered hereby will be determined by
negotiations between the Company and representatives of the Underwriters and may
not be indicative of the market price of the Common Stock after the offering.
Following the offering, the market price of the Company's Common Stock may be
subject to significant volatility. See "Underwriting."

12
<PAGE> 15

ANTI-TAKEOVER PROVISIONS

The Company's Certificate of Incorporation and Bylaws include provisions
that could impede a non-negotiated change in control of the Company and thereby
adversely affect the holders of the Common Stock. These provisions include a
grant of authority to issue, without shareholder approval, "blank check"
preferred stock in one or more series, with such preferences, limitations and
relative rights as are determined by the Board of Directors at the time of
issuance. Also, the Board of Directors is classified, certain transactions
involving large shareholders will require prior approval by a vote of more than
a simple majority of eligible shares, and shareholders will be required to give
prior notice to the Company in order to nominate directors or raise subjects for
discussion at shareholder meetings. See "Description of Capital
Stock -- Delaware Law and Certain Charter Provisions."

SHARES ELIGIBLE FOR FUTURE SALE

Sales of a substantial number of shares of Common Stock in the public
market following the offering could adversely affect the market price of the
Common Stock and could impair the Company's ability to raise capital through the
sale of its equity securities. On the date of this Prospectus, in addition to
the 2,000,000 shares offered hereby (2,300,000 shares if the Underwriters'
over-allotment option is exercised in full), 4,543,340 shares of Common Stock
held by current shareholders will be eligible for sale in the public market,
subject to the volume and manner of sale restrictions of Rule 144 of the
Securities Act of 1933, as amended (the "Securities Act"). All such shares,
however, are subject to lock-up agreements under which the holders of such
shares have agreed not to sell or otherwise dispose of any of their shares for a
period of 180 days following the date of this Prospectus (or in the case of one
holder who owns less than 1% of the outstanding shares for a period of 120 days)
without the prior consent of Montgomery Securities. See "Underwriting" and see
"Shares Eligible for Future Sale."

USE OF PROCEEDS

The net proceeds to the Company from the sale of Common Stock offered
hereby, assuming an offering price of $7.25 per share, and after deducting the
underwriting discount and estimated offering expenses payable by the Company of
$1,623,000, are estimated to be approximately $10,702,000 ($12,725,000 if the
Underwriters' over-allotment option is exercised in full). The Company intends
to use net proceeds to repay temporarily the amounts outstanding under the
financing facility evidenced by the "Subordinated Certificate and Net Interest
Margin Certificate Financing Facility Agreement" dated as of September 15, 1995,
between the Company and Cargill (the "NIM Facility"), which amount is expected
to be $10 million at the closing of the offering. The Company used the funds
borrowed under the NIM Facility to pay credit enhancement and securitization
expenses incurred in connection with the sale of the Company's asset-backed
securities, to repay amounts outstanding under a $2.5 million bridge facility,
and, to a lesser extent, for working capital. The NIM Facility is a floating
rate facility priced at 7% above the one-month LIBOR, reset daily. The NIM
Facility has a contractual maturity date of the second anniversary of the
closing date of the offering.

The Company intends to use the remaining proceeds to reduce temporarily the
outstanding balance on the Repurchase Facility (until the proceeds are used for
Contract purchases and for funding securitization expenses) and for general
corporate purposes. The Repurchase Facility accrues interest at the rate of the
one-month LIBOR, plus 3.25%, and expires in July 1998.

The Company anticipates that the net proceeds of the offering, together
with anticipated cash flows from operations, securitizations and existing debt
facilities, will be sufficient to satisfy the Company's estimated cash
requirements for at least 12 months following the consummation of the offering.
The Company does not anticipate that it will need to raise additional funds
through the issuance of Common Stock during such period to satisfy the Company's
estimated cash requirements. However, the Company may elect to raise additional
funds through the issuance of its Common Stock or other equity or debt
securities if the Company's rate of growth exceeds current expectations, the
Company has opportunities to expand its business through acquisitions of
competitors or Contract portfolios, the Company can reduce its cost of funding
or an offering would otherwise facilitate the implementation of its business
strategy. Any offering of Common Stock would

13
<PAGE> 16

have a dilutive effect on the voting power of existing shareholders and,
depending upon per share prices, could be dilutive as to the net tangible book
value per share.

The Company will not receive any portion of the proceeds from the sale of
shares of Common Stock offered hereby by the Selling Shareholders. See
"Principal and Selling Shareholders."

DIVIDEND POLICY

To date, the Company has not declared or paid any dividends on its Common
Stock. The payment of future dividends, if any, on the Company's Common Stock is
within the discretion of the Board of Directors and will depend upon the
Company's earnings, capital requirements, financial condition and other relevant
factors. The Company does not intend to declare any dividends on its Common
Stock in the foreseeable future, but instead intends to retain earnings in
excess of any cash dividends paid on preferred stock for use in the Company's
operations. See "Description of Capital Stock."

DILUTION

The pro forma net tangible book value per share of the Company's Common
Stock at March 31, 1996, was $1.19, after giving effect to the conversion of the
Preferred Stock, the payment of the dividends on the Preferred Stock and the 23
for 1 stock split. Without taking into account any changes in the Company's pro
forma net tangible book value after March 31, 1996, other than giving effect to
the sale and issuance of the 1,700,000 shares being offered by the Company
hereby (based on an assumed offering price of $7.25 per share, after deducting
estimated offering expenses and the underwriting discount), the pro forma net
tangible book value per share of the Company's Common Stock would have been
$2.27. This represents an immediate increase in net tangible pro forma book
value per share of $1.08 to present shareholders and an immediate dilution of
$4.98 per share to investors in the offering ("New Investors"). The following
table illustrates the per share effect of this dilution on a New Investor's
purchase of shares as of March 31, 1996.

<TABLE>
<S> <C> <C>
Offering price per share....................................... $7.25
Net tangible book value per share.............................. $1.19
Increase attributable to New Investors......................... 1.08
-----
Pro forma net tangible book value per share after the
offering..................................................... $2.27
-----
Dilution to New Investors...................................... $4.98
=====
</TABLE>

The following table summarizes as of March 31, 1996, the difference between
existing shareholders and New Investors with respect to the number of shares
purchased from the Company, the total consideration paid to the Company and the
average price paid per share, giving pro forma effect to the sale of the shares
offered hereby at an assumed offering price of $7.25 per share and to the
conversion of all outstanding shares of the Preferred Stock into 4,192,486
shares of Common Stock at the closing of the offering.

<TABLE>
<CAPTION>
SHARES PURCHASED TOTAL CONSIDERATION AVERAGE
--------------------- ----------------------- PRICE
NUMBER PERCENT AMOUNT PERCENT PER SHARE
--------- ------- ----------- ------- ---------
<S> <C> <C> <C> <C> <C>
Existing Shareholders(1).............. 6,292,478 78.7% $ 7,399,608 37.5% $1.18
New Investors......................... 1,700,000 21.3% 12,325,000 62.5% 7.25
------- ---- ------- ----
Total....................... 7,992,478 100.0% $19,724,608 100.0%
======= ==== ======= ====
</TABLE>

- ---------------
(1) Sales by the Selling Shareholders in this offering will reduce the number of
shares held by the existing shareholders to 5,992,478, or 75.0% (or 72.3% if
the Underwriters' over-allotment option is exercised in full) of the total
number of shares of Common Stock to be outstanding after this offering, and
will increase the number of shares to be purchased by New Investors to
2,000,000, or 25.0% (or 2,300,000, or 27.7%, if the Underwriters'
over-allotment option is exercised in full) of the total shares of Common
Stock to be outstanding. See "Principal and Selling Shareholders."

The computations in the foregoing tables assume no exercise of the
Underwriters' over-allotment option.

14
<PAGE> 17

CAPITALIZATION

The following table sets forth: (i) the actual capitalization of the
Company as of March 31, 1996; (ii) the pro forma capitalization of the Company
as of March 31, 1996, reflecting the conversion of the Preferred Stock and the
payment of the dividends on the Preferred Stock; and (iii) the pro forma
capitalization of the Company as of March 31, 1996, as adjusted to give effect
to the sale of the Common Stock offered hereby (assuming no exercise of the
Underwriters' over-allotment option and assuming an offering price of $7.25 per
share), and the application of estimated net proceeds therefrom as described in
"Use of Proceeds." The table should be read in conjunction with the Company's
Consolidated Financial Statements and the related notes thereto included
elsewhere in this Prospectus.

<TABLE>
<CAPTION>
AS OF MARCH 31, 1996
----------------------------------
AS
ACTUAL PRO FORMA ADJUSTED
------- --------- --------
(DOLLARS IN THOUSANDS)
<S> <C> <C> <C>
Repurchase Facility (including shipments in process)......... $25,945 $25,945 $ 25,816
Other Borrowings............................................. 10,524 11,048(2) 475
----- ----- -----
36,469 36,993 26,291
Redeemable Preferred Stock:
Series A(1)
162,831 shares authorized, issued and outstanding.......... 5,529 -- --
Series B(1)
11,538 shares authorized, issued and outstanding........... 750 -- --
Series C(1)
8,313 shares authorized, 7,913 shares issued and
outstanding............................................. 1,001 -- --
----- ----- -----
7,280 -- --
Shareholders' Equity:
Common Stock, .001 par value, 18,000,000 shares authorized,
2,099,992 shares issued and outstanding (6,292,478
shares pro forma and 7,992,478 shares as adjusted)...... 2 6 8
Additional Paid-in Capital................................. 117 7,393 18,093
Accumulated Earnings....................................... 674 150(2) 150(2)
----- ----- -----
Total Shareholders' Equity................................. $ 793 $ 7,549 $ 18,251
----- ----- -----
Total Capitalization....................................... $44,542 $44,542 $ 44,542
===== ===== =====
</TABLE>

- ---------------
(1) Outstanding shares of Series A, Series B and Series C Preferred Stock will
convert into shares of Common Stock on a 23 for 1 basis upon the closing of
the offering. Upon such conversion, these shares of converted Preferred
Stock will not be deemed to be authorized shares and will not be reissued by
the Company.

(2) Reflects payment of the $523,433 in dividends on the Preferred Stock due 30
days subsequent to the offering.

15
<PAGE> 18

SELECTED CONSOLIDATED FINANCIAL DATA

The following table sets forth certain summary consolidated financial
information for the Company. The following information as of December 31, 1995,
and 1994, and for the year ended December 31, 1995, the six-month transition
period ended December 31, 1994, and the period from July 15, 1993 (inception) to
June 30, 1994, has been derived from the Company's Consolidated Financial
Statements which have been audited by KPMG Peat Marwick LLP, independent
auditors, whose report with respect thereto appears elsewhere in this
Prospectus. The information as of June 30, 1994, has been derived from audited
Consolidated Financial Statements of the Company which are not presented herein.
The information as of and for the three-month periods ended March 31, 1996, and
1995, has been derived from the Company's unaudited Consolidated Financial
Statements. In the opinion of management, the unaudited Consolidated Financial
Statements have been prepared on the same basis as the audited Consolidated
Financial Statements and include all normal, recurring adjustments which
management considers necessary for the fair presentation of financial position
and results of operations for those periods. The consolidated financial data
should be read in conjunction with the Consolidated Financial Statements and
related notes thereto and "Management's Discussion and Analysis of Financial
Condition and Results of Operations" included elsewhere in this Prospectus. The
results for the three-month period ended March 31, 1996, are not necessarily
indicative of results that may be expected for the 1996 fiscal year.

<TABLE>
<CAPTION>
SIX-MONTH JULY 15, 1993
THREE MONTHS ENDED TRANSITION (INCEPTION)
MARCH 31, YEAR ENDED PERIOD ENDED THROUGH
------------------------- DEC. 31, DEC. 31, JUNE 30,
1996 1995 1995(1) 1994(1) 1994(1)
----------- ----------- ------------ ------------ -------------
<S> <C> <C> <C> <C> <C>
STATEMENT OF OPERATIONS DATA:
Net Interest Income.................... $ 931,468 $ 1,287,048 $ 3,332,354 $ 2,187,843 $ 606,177
Gain on Sale of Contracts.............. 2,901,586 -- 8,056,136 -- --
Servicing Income and Ancillary Fees.... 848,879 30,743 1,757,257 28,237 6,653
Other Income........................... -- -- -- 325,000 --
-------- -------- -------- -------- --------
Total Revenues......................... 4,681,933 1,317,791 13,145,747 2,541,080 612,830
Provision for Contract Losses.......... (148,863) (221,725) (673,802 ) (902,361 ) (592,325)
Operating Expenses..................... (3,175,520) (1,614,598) (8,796,590 ) (2,630,925 ) (2,608,467)
-------- -------- -------- -------- --------
Income (Loss) Before Taxes............. 1,357,550 (518,532) 3,675,355 (992,206 ) (2,587,962)
Net Income (Loss)...................... 787,550 (518,532) 3,466,355 (992,206 ) (2,587,962)
Preferred Stock Dividends.............. 72,720 42,674 215,419 82,621 152,673
-------- -------- -------- -------- --------
Net Income (Loss) Available to Common
Shareholders......................... $ 714,830 $ (561,206) $ 3,250,936 $(1,074,827 ) $(2,740,635)
======== ======== ======== ======== ========
PRO FORMA INCOME PER COMMON SHARE (2, 3
AND 4):
Primary Income per Common Share........ $ 0.13 $ -- $ 0.62 $ -- $ --
Fully Diluted Income per Common
Share................................ 0.13 -- 0.55 -- --
Weighted Average Shares Outstanding
(Primary)............................ 6,292,478 -- 5,624,305 -- --
Weighted Average Shares Outstanding
(Fully Diluted)...................... 6,292,478 -- 6,292,478 -- --
SUPPLEMENTARY INCOME PER COMMON SHARE (3,
4 AND 5)
Primary Income per Common Share........ $ 0.14 $ -- $ 0.67 $ -- $ --
Fully Diluted Income per Common
Share................................ 0.14 -- 0.62 -- --
Weighted Average Shares Outstanding
(Primary)............................ 7,992,478 -- 7,324,305 -- --
Weighted Average Shares Outstanding
(Fully Diluted)...................... 7,992,478 -- 7,992,478 -- --
</TABLE>

16
<PAGE> 19

<TABLE>
<CAPTION>
AS OF AS OF AS OF
MARCH 31, DEC. 31, DEC. 31,
1996 1995 1994
----------- ----------- -----------
<S> <C> <C> <C>
BALANCE SHEET DATA:
Total Assets...................................... $50,092,463 $46,908,938 $42,331,518
Net Installment Contracts
Held for Sale.................................. 24,144,119 28,187,778 --
Held for Investment............................ 190,199 509,388 38,613,239
Allowance for Contract Losses..................... 371,008 476,808 1,181,004
Total Liabilities................................. 42,019,118 40,624,138 41,433,745
Redeemable Preferred Stock........................ 7,280,044 6,279,049 4,358,377
Shareholders' Equity.............................. 793,301 5,751 (3,460,604)
Return (Loss) on Average Assets (annualized)...... 5.82% 6.92% (6.65)%
Return (Loss) on Average Equity (annualized)(6)... 45.65% 102.37% (160.91)%
</TABLE>

(2) Due to the significant changes in the capital structure of the Company upon
the closing of the initial public offering, historical income (loss) per
common share is not presented.

(4) The Pro Forma and Supplementary Income per Common Share data take into
account the 23 to 1 Common Stock split.

(5) Supplementary Primary and Fully Diluted Income per Common Share are
calculated assuming that the estimated net proceeds of $10,702,000 from the
sale of 1,700,000 shares of the Company's common stock offered hereby, at an
assumed public offering price of $7.25 per share, were used to repay the
amounts outstanding under the NIM Facility, which replaced the Company's
previous bridge facility, and that the remaining proceeds were used to
reduce the outstanding balance on the Repurchase Facility.

(6) The calculation of Return (Loss) on Average Equity is based upon the Net
Income (Loss) divided by Average Shareholders' Equity, including Redeemable
Preferred Stock.

17
<PAGE> 20

MANAGEMENT'S DISCUSSION AND ANALYSIS
OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

From the inception of the Company on July 15, 1993 through April 30, 1995,
the primary source of revenue for the Company was net interest income on the
Contracts owned by the Company. In May 1995, the Company initiated an
asset-backed securitization program by which the Company sells its Contracts and
retains subordinate asset-backed securities ("Subordinated Securities") and
excess servicing receivables ("ESRs"). The first securitization, ACC Auto
Grantor Trust 1995-A (the "1995-A Transaction"), was completed effective May 1,
1995, and involved the sale of $51 million of Contracts. ACC Auto Grantor Trust
1995-B (the "1995-B Transaction") was completed effective September 1, 1995, and
involved the sale of $50 million of Contracts in two installments. ACC Auto
Grantor Trust 1996-A (the "1996-A Transaction") was completed effective March 1,
1996, and involved the sale of $36 million of Contracts. Since initiation of the
asset-backed securitization program, the Company's earnings have been
increasingly attributable to the gains recognized on the sale of the Contracts.
In addition, servicing revenues are expected to comprise a greater percent of
the Company's revenues as a result of the growth of the servicing portfolio. In
contrast, interest income is expected to be a declining portion of total
revenues.

RESULTS OF OPERATIONS

The Three Months Ended March 31, 1996, Compared to the Three Months Ended March
31, 1995

The Company reported net income of $788,000 during the three-month period
ended March 31, 1996, compared to a net loss of $519,000 for the three-month
period ended March 31, 1995. The Company's Contract purchasing and servicing
operations expanded significantly as of March 31, 1996, relative to March 31,
1995. In connection with the 1996-A Transaction, the Company delivered $36
million of Contracts, for which a gain of $2.9 million was recognized during the
three-month period ended March 31, 1996.

NET INTEREST INCOME. The Company generated approximately $931,000 of net
interest income during the three-month period ended March 31, 1996, compared to
$1.3 million earned in the three-month period ended March 31, 1995. The
principal source of the Company's net interest income was the yield on the
Contracts net of the cost of the Repurchase Facility, which amounted to $953,000
during the three-month period ended March 31, 1996, compared to $1.3 million for
the three-month period ended March 31, 1995. The decrease in net interest income
on Contracts was a result of a lower average outstanding balance of Contracts
owned by the Company during the three-month period ended March 31, 1996, as
compared to the three-month period ended March 31, 1995. The 1996-A Transaction
was completed during the three-month period ending March 31, 1996, whereas the
Company had not yet sold an asset-backed security as of March 31, 1995. In
addition, during the three-month period ended March 31, 1996, the Company earned
interest income of $297,000 on the Subordinated Securities and cash balances
held in restricted accounts, and paid interest of $319,000 on other borrowings.

18
<PAGE> 21

The table below sets forth information relating to the net interest income
earned on the average outstanding net Contract balance (the "Primary Spread")
for the periods indicated. The net Contract balance represents the principal
balance, less all purchase discounts and deferred expenses.

PRIMARY SPREAD ON CONTRACTS

<TABLE>
<CAPTION>
THREE MONTHS ENDED MARCH 31,
-----------------------------------------------------
1996 1995
------------------------ ------------------------
AVERAGE INTEREST AVERAGE INTEREST
BALANCE EARNED/PAID BALANCE EARNED/PAID
($000'S) % OF BALANCE ($000'S) % OF BALANCE
------- ------------ ------- ------------
<S> <C> <C> <C> <C>
Contracts
Weighted Average Coupon...................... 20.43% 19.92%
Yield Adjustment Factor...................... 2.53 1.64
----- -----
Total................................ $30,159 22.96% $44,743 21.56%
Repurchase Facility............................ 33,804 8.84 46,793 9.78
----- -----
Primary Spread................................. 14.12% 11.78%
===== =====
</TABLE>

The Primary Spread on the Contracts owned by the Company increased 2.34%
from the three-month period ended March 31, 1995, to the three-month period
ended March 31, 1996, as a result of an increase in the yield on the Contracts
and a decrease in the rate paid on the Repurchase Facility. The decrease in the
rate paid on the Repurchase Facility, which is indexed to LIBOR, reflected lower
market interest rates in the three-month period ended March 31, 1996, compared
to the three-month period ended March 31, 1995. The increase in the yield
adjustment factor primarily resulted from new procedures for accounting for
interest earned on Rule-of-78 Contracts with initial payment periods in excess
of 30 days.

CONTRACT LOSS PROVISION. The Company recorded a provision for Contract
losses of $149,000 for the three-month period ended March 31, 1996, compared to
$222,000 for the three-month period ended March 31, 1995. The allowance for
Contract losses is maintained at a level deemed by management to be adequate to
provide for losses in the held for investment portfolio.

SERVICING REVENUES. The Company recorded $849,000 of servicing and
ancillary fees during the three-month period ended March 31, 1996, compared to
$31,000 for the three-month period ended March 31, 1995. The substantial
increase in servicing revenues arose from the 1995-A, 1995-B and 1996-A
Transactions. The average outstanding servicing portfolio was $93 million during
the three-month period ended March 31, 1996. Since the Company had not yet sold
any Contracts in asset-backed securities as of March 31, 1995, the Company's
servicing revenues were limited to ancillary fees. Future servicing revenues
would be reduced by increased levels of charge-offs and prepayments, relative to
the Company's estimates of charge-offs and prepayments at the time of sale of
the Contracts.

GAIN ON THE SALE OF CONTRACTS. In the three-month period ended March 31,
1996, the Company recognized a gain on sale of $2.9 million, representing 8% of
the principal amount of the Contracts sold in connection with the sale of $36
million in Contracts on the 1996-A Transaction. There were no such transactions
in the three-month period ended March 31, 1995. See Note 1(g) of Notes to
Consolidated Financial Statements for the methodology used to calculate gain on
sale.

OPERATING EXPENSES. The Company reported operating expenses of $3.2
million during the three-month period ended March 31, 1996, compared to $1.6
million for the three-month period ended March 31, 1995. These expenses
consisted primarily of personnel, occupancy, collection expenses,
telecommunications and travel expenses. The increase in expenses reflected the
growth in the amount of Contracts purchased and serviced by the Company. The
operating expense ratio (annualized operating expenses as a percentage of the
average Contracts owned and serviced) improved to 9.67% for the three-month
period ended March 31, 1996, from 12.47% for the three-month period ended March
31, 1995.

19
<PAGE> 22

Personnel expenses for the three-month period ended March 31, 1996, were
$1.9 million, compared to $984,000 during the three-month period ended March 31,
1995. Personnel expenses consisted primarily of salaries and wages, performance
incentives, employee benefits and payroll taxes. The overall increase in
personnel expenses reflected the growth of the Company's full-time employees
from 88 as of March 31, 1995, to 161 as of March 31, 1996. The Company expects
that its number of full-time employees will continue to increase commensurate
with the growth of the Company's servicing portfolio.

The Company's general and administrative expenses increased to $749,000 for
the three-month period ended March 31, 1996, from $451,000 for the three-month
period ended March 31, 1995. These expenses consisted primarily of
telecommunications, travel, professional fees, insurance expenses, credit bureau
expenses and management information systems expenses. The increase in general
and administration expenses reflected the substantial growth in the Company.

Servicing expenses increased to $381,000 for the three-month period ended
March 31, 1996, compared to $52,000 for the three-month period ended March 31,
1995. These expenses consisted primarily of out-of-pocket collection and
repossession expenses. The increase in servicing expenses is due to the
substantial growth of the Company's total servicing portfolio from $58 million
as of March 31, 1995, to $140 million at March 31, 1996.

Occupancy and equipment expenses increased to $93,000 for the three-month
period ended March 31, 1996, from $75,000 for the three-month period ended March
31, 1995. The increase in occupancy and equipment expenses generally reflected
the growth in the activity of the Company. More specifically, the Company
significantly expanded its headquarters office space and its regional operations
since March 31, 1995. The Company expects its occupancy and equipment expenses
to increase as the Company expands its headquarters facility to accommodate
growth in servicing. The Company also anticipates opening one or two additional
regional credit centers during the next twelve months.

INCOME TAXES. For the three-month period ended March 31, 1996, the
effective tax rate was 42% on $1.4 million of income before taxes. The effective
tax rate was zero for the three-month period ended March 31, 1995, in which the
Company recognized a net loss of $519,000.

The Year Ended December 31, 1995, Compared to the Six-Month Transition Period
Ended
December 31, 1994, Compared to the Year Ended June 30, 1994

At the inception of the Company on July 15, 1993, the Company adopted a
fiscal year end of June 30. The Company's initial fiscal year ended June 30,
1994 (the "initial fiscal year"). On January 23, 1996, the Company elected to
change its fiscal year end to December 31, with the change effective as of
January 1, 1995. The purpose of this change was to conform the Company's fiscal
year to the fiscal year adopted by its primary competitors. As a result of the
change in fiscal year end, the transition period from July 1, 1994, through
December 31, 1994 ("transition period") constitutes an audited period. Neither
the actual results of the transition period nor the annualized results of the
transition period are indicative of the results that would have been achieved in
a twelve-month fiscal year.

The Company reported net income of $3,466,000 during the fiscal year ended
December 31, 1995 ("fiscal year 1995") compared to a net loss of $992,000 for
the transition period and a net loss of $2,588,000 for the initial fiscal year.
The Company's purchasing and servicing operations expanded significantly during
fiscal year 1995, compared to the transition period and the initial fiscal year.
During fiscal year 1995, the Company sold $101 million of Contracts in
asset-backed securities and recognized an $8.1 million gain on sale of such
Contracts.

NET INTEREST INCOME. The Company generated approximately $3.3 million of
net interest income during fiscal year 1995, compared to $2.2 million in the
transition period and $606,000 in the initial fiscal year. The principal source
of the Company's net interest income was the yield on Contracts, net of the cost
of the Repurchase Facility, which amounted to $2,895,000 during fiscal year 1995
compared to $2,184,000 during the transition period and $557,000 during the
initial fiscal year. In addition, during fiscal year 1995, the

20
<PAGE> 23

Company earned interest of $927,000 on Subordinated Securities and cash balances
held in restricted accounts, and paid interest of $490,000 on other borrowings.

The table below sets forth information relating to the Primary Spread on
the Contracts owned by the Company for the periods indicated.

PRIMARY SPREAD ON CONTRACTS

<TABLE>
<CAPTION>
YEAR ENDED SIX MONTHS ENDED YEAR ENDED
DECEMBER 31, 1995 DECEMBER 31, 1994 JUNE 30, 1994
---------------------- ---------------------- ----------------------
INTEREST INTEREST INTEREST
AVERAGE EARNED/PAID AVERAGE EARNED/PAID AVERAGE EARNED/PAID
BALANCE % OF BALANCE % OF BALANCE % OF
($000'S) BALANCE ($000'S) BALANCE ($000'S) BALANCE
------- ----------- ------- ----------- ------- -----------
<S> <C> <C> <C> <C> <C> <C>
Contracts
Weighted Average
Coupon................ 19.99% 19.96% 20.11%
Yield Adjustment
Factor................ .93 2.60 3.60
------ ------ ------
Total............ $31,024 20.92% $26,879 22.56% $ 2,812 23.71%
Repurchase Facility........ 38,216 9.38 28,040 9.01 2,529 6.83
------ ------ ------
Primary Spread............. 11.54% 13.55% 16.88%
====== ====== ======
</TABLE>

The Primary Spread on the Contracts owned by the Company, without
consideration of the amortization of purchase discounts, declined 2.01% from the
transition period to fiscal year 1995 and declined 3.33% from the initial fiscal
year to the transition period as a result of a decline in the yield earned on
Contracts and an increase in the rate paid on the Repurchase Facility. The
increase in the rates paid on the Repurchase Facility, which is indexed to
LIBOR, reflected higher market interest rates in fiscal year 1995 compared to
the transition period, and higher interest rates in the transition period
compared to the initial fiscal year. The decline in the yield adjustment factor
reflected two primary factors: (i) the decrease in the purchase discount on the
Contracts resulting from competitive pressures and (ii) the impact of an
increase in defaulted Contracts on which no interest is collected.

During fiscal year 1995, the Company recognized interest income of $114,000
from discount amortization, compared to $424,000 during the transition period
and $96,000 during the initial fiscal year. As of January 1, 1995, the Company
deemed all of its Contracts to be held for sale, except Contracts which were 31
days or more delinquent. Thereafter, the Company discontinued the amortization
of the purchase discounts, except in the case of Contract payoffs.

CONTRACT LOSS PROVISION. The Company recorded a provision for Contract
losses of $674,000 for fiscal year 1995, compared to $902,000 for the transition
period and $592,000 for the initial fiscal year. The allowance for Contract
losses is maintained at a level deemed by management to be adequate to provide
for losses in the held for investment portfolio.

SERVICING REVENUES. The Company recorded $1,757,000 of servicing and
ancillary fees during fiscal year 1995, compared to $28,000 for the transition
period and $7,000 for the initial fiscal year. The substantial increase in
servicing revenues arose from 8 months of servicing on the 1995-A Transaction
and the 4 months of servicing on the 1995-B Transaction. Since the Company had
not yet sold any Contracts in asset-backed securities in its initial fiscal year
or the transition period, the Company's servicing revenues were limited to
ancillary fees.

GAIN ON THE SALE OF CONTRACTS. The Company recognized a gain on sale of
$8.1 million in fiscal year 1995, representing 7.7% of the principal amount of
$51 million in Contracts sold in the 1995-A Transaction and 8.6% of the
principal amount of $50 million in contracts in the 1995-B Transaction. There
were no such transactions in the transition period or in the initial fiscal
year. See Note 1(g) of Notes to Consolidated Financial Statements for the
methodology used to calculate the gain on sale.

21
<PAGE> 24

OTHER INCOME. During the transition period, the Company received a payment
of $325,000 in connection with the settlement of litigation. Management does not
expect this source of income to be recurring.

OPERATING EXPENSES. The Company reported operating expenses of $8.8
million during fiscal year 1995, compared to $2.6 million for the transition
period and $2.6 million for the initial fiscal year. The increase in expenses
reflected the growth in the amount of Contracts purchased and serviced by the
Company. The operating expense ratio improved to 10.72% for fiscal year 1995,
from 16.35% for the transition period and 82.55% for the initial fiscal year.

Personnel expenses for fiscal year 1995 were $5.3 million, compared to $1.7
million for the transition period and $1.9 million for the initial fiscal year.
The increase in personnel expenses reflected the growth of the Company's
full-time employees from 64 as of June 30, 1994, to 82 as of December 31, 1994,
and 139 as of December 31, 1995.

The Company's general and administrative expenses increased to $2.4 million
for fiscal year 1995, from $701,000 for the transition period and $493,000 for
the initial fiscal year. The increase in general and administrative expenses
reflected the substantial growth of the Company.

Servicing expenses increased to $408,000 for the fiscal year ending
December 31, 1995, as compared to $56,000 for the transition period. These
expenses consisted primarily of out-of-pocket collection and repossession
expenses. The increase in servicing expenses is due to the substantial growth of
the Company's total servicing portfolio from $43 million to $118 million as of
December 31, 1994, and December 31, 1995, respectively. During the initial
fiscal year, the Company recognized no servicing expenses.

Occupancy and equipment expenses increased to $372,000 for fiscal year
1995, from $101,000 for the transition period, and $101,000 for the initial
fiscal year. The increase in occupancy and equipment expenses generally
reflected growth in the activity of the Company. More specifically, the Company
significantly expanded its headquarters office space and its regional operations
since December 31, 1994.

INCOME TAXES. For the year ended December 31, 1995, representing the
Company's first year of earnings, the effective tax rate was 5.7% compared to
zero for the transition period and the initial fiscal year. This low effective
tax rate for 1995 was due to the reversal of the valuation allowance on gross
deferred tax assets of $1,358,000 during the year ended December 31, 1995.

22
<PAGE> 25

CREDIT PERFORMANCE AND RESERVES

The table below provides the Company's historic delinquency experience and
amounts in repossession with respect to its gross servicing portfolio, which
includes Contracts owned by the Company and Contracts sold in asset-backed
securities, at the dates indicated.

DELINQUENCY EXPERIENCE(1)

<TABLE>
<CAPTION>
MARCH 31, DEC. 31, SEPT. 30, JUNE 30, MARCH 31,
1996 1995 1995 1995 1995
--------- -------- --------- -------- ---------
<S> <C> <C> <C> <C> <C>
Gross Servicing Portfolio (000's)..... $ 139,969 $117,539 $ 100,028 $ 78,118 $57,996
Period of Delinquency (000's)(2)
31-60 Days.......................... 2,256 3,217 2,620 1,504 861
61-90 Days.......................... 1,010 1,171 838 363 214
91+ Days............................ 561 608 652 309 352
-------- -------- -------- ------- -------
Total Delinquencies (000's)........... $ 3,827 $ 4,996 $ 4,110 $ 2,176 $ 1,427
======== ======== ======== ======= =======
Total Delinquencies as a Percentage of
Servicing Portfolio................. 2.73% 4.25% 4.11% 2.79% 2.46%
Amount in Repossession (000's)(3)..... $ 1,130 $ 861 $ 755 $ 571 $ 369
Amount in Repossession as a Percentage
of Servicing Portfolio.............. .81% .73% .75% .73% .64%
</TABLE>

- ---------------
(1) All amounts and percentages are based on the full amount remaining to be
repaid on each Contract, net of any unearned finance charges.

(2) The Company considers a Contract delinquent when an obligor fails to make at
least 90% of the contractual payment by the stated due date. The period of
delinquency is based upon the number of days payments are contractually past
due. Contracts not yet 31 days past due are not considered to be delinquent.

(3) Amount in repossession represents the outstanding principal on Contracts for
which vehicles have been repossessed, but not yet liquidated.

The table below provides the Company's historic net charge-off experience
with respect to its average gross servicing portfolio, which includes Contracts
owned by the Company and Contracts sold in asset-backed securities, during the
periods indicated.

NET CHARGE-OFF EXPERIENCE(1)

<TABLE>
<CAPTION>
THREE MONTHS ENDED
---------------------------------------------------------------
MARCH 31, DEC. 31, SEPT. 30, JUNE 30, MARCH 31,
1996 1995 1995 1995 1995
--------- -------- --------- -------- ---------
<S> <C> <C> <C> <C> <C>
Average Servicing Portfolio(2)
Outstanding (000's).................. $ 128,754 $108,784 $ 89,073 $ 68,057 $50,422
Net Charge-Offs (000's)(3)(4).......... $ 1,417 $ 1,233 $ 851 $ 455 $ 503
Annualized Net Charge-Offs as a
Percentage of Average Servicing
Portfolio............................ 4.40% 4.53% 3.82% 2.67% 3.99%
</TABLE>

- ---------------
(1) All amounts and percentages are based on the full amount remaining to be
repaid on each Contract, net of any unearned finance charges.

(2) Average of receivables outstanding as of the beginning and the end of the
period.

(3) Charge-off amounts exclude the effect of accrued interest, discounts paid by
the dealers and potential recoveries from legal proceedings against
borrowers.

23
<PAGE> 26

(4) Net charge-offs are net of recoveries and include the remaining Contract
balance at time of charge-off. In the case of repossession, net charge-offs
include the remaining Contract balance at the time of repossession less
liquidation proceeds (for disposed vehicles), NADA wholesale value (for
vehicles repossessed but not sold) or claims receivable under the Company's
vendor single interest insurance policy. Net charge-offs do not include
repossessions that are less than 120 days delinquent and are not yet
charged-off.

During the past five quarters, the charge-off and delinquency levels have
varied considerably, and may be subject to future volatility. The Company
believes the charge-off levels in the quarter ended June 30, 1995, were
substantially and unsustainably below management's expectation. As of March 31,
1996, 60% of the Company's Contracts were six months or older, compared to 47%
as of March 31, 1995. During the three-month period ended March 31, 1996, the
delinquency rate on Contracts which were six months or older was 4.09%. See
discussion under "Repossession" in "Business -- Servicing of Contracts."

The management of the Company believes that the payment practices of
Non-Prime Borrowers are partially a function of the time of year. Since
Non-Prime Borrowers typically have low disposable incomes, they tend with more
frequency to fall behind in payments on their Contracts during the early winter
months, when the holiday season generates competing demands for their limited
disposable income and when these borrowers encounter weather-related work
slow-downs. As a result, if all other factors are equal, management expects
delinquencies to be highest in the fourth calendar quarter. Due to the 60-120
day lag between initial delinquency and charge-off, management expects these
seasonal factors to cause charge-offs to be highest in the fourth and first
calendar quarters.

The Company maintains an allowance for losses on Contracts that are held
for investment. The Company determines an allowance for Contract losses based on
an estimate of the losses inherent in the held for investment portfolio,
including estimates of the frequency of defaults for various delinquency ranges
and the expected average severity of losses on these defaults. The allowance for
Contract losses as of March 31, 1996, was $371,000, or 63% of the Contracts held
for investment. As of December 31, 1995, the allowance for Contract losses was
$477,000, or 46% of the Contracts held for investment.

In connection with the valuation of the ESRs, the Company projects loan
losses in the pool of Contracts which effectively represents the estimated
undiscounted recourse loss allowance offset with the ESRs. As of March 31, 1996,
the estimated undiscounted recourse loss allowance embedded in the ESRs was $8.8
million. The combined allowance for losses on Contracts held for investment and
the recourse loss allowance embedded in the ESRs was 162% of the annualized net
charge-offs reported in the quarter ended March 31, 1996.

Since January 1, 1995, the Company has maintained, at its own expense,
supplemental vendor single interest ("VSI") insurance that protects the
Company's interest in the collateral against uninsured physical damaged
(including total loss) and skips. During the policy period from January 1, 1995,
through December 31, 1995, the Company's recoveries on its VSI insurance reduced
its net charge-offs by $408,000 and the total premiums paid by the Company were
$246,000.

FINANCIAL CONDITION AND LIQUIDITY

The Company's financing needs are primarily driven by two factors. First,
the Company requires working capital to fund its operating expenses because the
net interest income earned on the Contracts owned by the Company is restricted
and not available for general operating purposes. Second, the securitization
program is capital intensive as the Company must fund credit enhancement and
securitization expenses. The Company expects to have an ongoing need for cash to
support the securitization program, and expects this need will exceed the amount
of the proceeds of the offering. The Company expects to borrow under the NIM
Facility to fund, among other things, its securitization expenses during the
next 12 months.

The Company reported total assets of $50 million as of March 31, 1996,
compared to $47 million as of December 31, 1995, and $42 million as of December
31, 1994. As of March 31, 1996, and December 31, 1995, these assets consisted
primarily of Contracts held for sale, Subordinated Securities and ESRs.

24
<PAGE> 27

The Company had $42,000 of cash and cash equivalents as of March 31, 1996,
compared to $121,000 as of December 31, 1995. The Company also had $6.0 million
in cash balances held in restricted bank accounts and as credit enhancements as
of March 31, 1996, compared to $5.1 million as of December 31, 1995. See Note 2
of Notes to Consolidated Financial Statements.

The Company owned net Contracts of $24 million as of March 31, 1996,
compared to $29 million as of December 31, 1995. During the three-month period
ended March 31, 1996, the Company acquired $33.7 million of Contracts and sold
$36 million of Contracts in the 1996-A Transaction. During fiscal year 1995, the
Company acquired $99 million of Contracts and sold $101 million of Contracts in
the 1995-A and 1995-B Transactions. During the transition period, the Company
acquired $29 million of Contracts and made no sales.

As of March 31, 1996, the Company owned $7.7 million of ESRs and $5.1
million of Subordinated Securities, compared to $5.6 million and $3.9 million,
as of December 31, 1995. There were no such investments as of December 31, 1994.
These assets represented 26% and 20% of the total assets of the Company as of
March 31, 1996, and December 31, 1995, respectively. The value of these assets
would be reduced in the event of a material increase in the charge-off and
prepayment experience relative to the Company's estimates at the time of sale.

As of March 31, 1996, the principal amount owed under the Repurchase
Facility was $23 million, compared to $29 million as of December 31, 1995, and
$40 million as of December 31, 1994. The decreases are a result of the amounts
repaid upon the sale of Contracts in the 1996-A Transaction, net of new
purchases of Contracts. The Repurchase Facility balance was collateralized by
$26 million of net Contracts and restricted cash reserves of $1.0 million as of
March 31, 1996.

During the three-month period ended March 31, 1996, the Company used net
cash for operations of $1.5 million, compared to $15.5 million during the
three-month period ended March 31, 1995. The decrease in cash used was primarily
due to the sale of Contracts in the 1996-A Transaction. The net cash provided by
operations in fiscal year 1995 was $771,000 compared to net cash used of $1.6
million for the transition period and $3.4 million in the initial fiscal year.
The net cash provided by operations increased in fiscal year 1995, as compared
to the transition period, due to the income associated with the sale and
servicing of Contracts in the 1995-A and 1995-B Transactions.

During the three-month period ended March 31, 1996, and fiscal year 1995,
cash generated from payments received on Contracts financed under the Repurchase
Facility was used to reduce indebtedness under, or was deposited into restricted
accounts as additional collateral for, the Repurchase Facility. Proceeds from
the sale of asset-backed securities were also used by the Company to reduce
indebtedness under the Repurchase Facility. Following the 1995-A Transaction,
the 1995-B Transaction and the 1996-A Transaction, excess servicing cash flows
were deposited into restricted accounts to build credit enhancements. Once the
amounts in these credit enhancements reach required levels, any additional
excess servicing revenues will be distributed to the Company. In January 1996,
the reserves associated with the 1995-A Transaction met required levels and
approximately $938,000 has been released, or approved for release, from the
reserve during the three-month period ended March 31, 1996. These proceeds are
used to reduce the amount owed by the Company under the NIM Facility. To date,
the required levels have not been met by the reserves associated with the 1995-B
Transaction or the 1996-A Transaction. Under normal circumstances, the Company
expects to meet required levels eight to twelve months following the effective
date of a securitization, however, there is no assurance that this expectation
will be met.

The net cash provided by investing activities was $625,000 during the
three-month period ended March 31, 1996, compared to $1.3 million used in the
three-month period ended March 31, 1995. This increase in cash provided was due
to a reduced balance of Contracts held for investment (non-performing delinquent
Contracts) owned by the Company as of March 31, 1996. The cash used in investing
activities was $808,000 for fiscal year 1995, compared to $24.5 million used for
investing activities during the transition period and $16.1 million used in
investing activities during the initial fiscal year. The decrease in cash used
by investing activities during the fiscal year 1995 compared to the transition
period was the result of the classification of the Contracts to a held for sale
status during the quarter ended March 31, 1995. The increase

25
<PAGE> 28

in cash used during the transition period compared to the initial fiscal year
was the result of a higher volume of Contract purchases.

The net cash provided by financing activities was $802,000 for the
three-month period ended March 31, 1996, compared to $17.2 million for the
three-month period ended March 31, 1995. The net cash provided by financing
activities for fiscal year 1995 was $14,000, compared to $26.2 million for the
transition period. The overall decrease in cash provided by financing activities
was primarily due to the sale of Contracts in the 1995-A Transaction, the 1995-B
Transaction and the 1996-A Transaction. In addition, the Company obtained $1.9
million from the issuance of Preferred Stock and $7.4 million from draws under
the NIM Facility after retiring a bridge financing facility in fiscal year 1995.

The Company has financed its acquisition of Contracts primarily through the
Repurchase Facility. Cargill finances 100% of the purchase price of the
Contracts under the Repurchase Facility. The Company has also used the proceeds
of the retired bridge facility and, subsequently, the NIM Facility to finance
credit enhancement and securitization expenses arising from the issuance of
asset-backed securities and for working capital. A breach under either the
Repurchase Facility or the NIM Facility could prohibit the Company from
obtaining financing under both of the facilities and would require ACC to obtain
an alternative source of financing or limit its purchase of Contracts. The
Company intends to use the proceeds of this offering to temporarily reduce
borrowing under the Repurchase Facility and to repay temporarily the NIM
Facility.

INTEREST RATE RISK MANAGEMENT

The Company's hedging plan includes the forward sale of two-year Treasury
securities. These sales are made by the Company in amounts which generally
correspond to the principal amount of expected sales of asset-backed securities.
The market value of these sales responds inversely to changes in the value of
the Contracts. Gains and losses relative to these forward sales are deferred and
recognized at the time of securitization as an adjustment to the gain or loss on
sale. As of March 31, 1996, the Company had unrealized losses under the hedging
program of $19,000.

At any point in time, the portfolio may be partially or fully hedged. As of
March 31, 1996, the Company owned $26 million of Contracts and maintained a $5.0
million hedge position.

26
<PAGE> 29

BUSINESS

GENERAL

ACC specializes in the indirect financing of Contracts originated primarily
by franchised Dealers for Non-Prime Borrowers. By purchasing Contracts financing
primarily late-model used vehicles (as of March 31, 1996, the oldest vehicle in
the Company's Contract portfolio was a model year 1988 (representing two
vehicles) and the median model year of the vehicles was 1993) as well as some
new vehicles, the Company provides an alternative source of financing for
Non-Prime Borrowers who might not be able to qualify for traditional automobile
loans or leases. ACC's business strategy calls for the sale of all Contracts
through asset securitizations, rather than holding Contracts to maturity. To
this end, ACC periodically securitizes pools of its Contracts in order to
redeploy its capital, reduce interest rate risk and realize a gain on the sale
of these Contracts. ACC believes that its competitive advantages include its
national presence, risk-based pricing, financial resources, nationwide
consistency of credit decisions and quality Dealer service.

ACC commenced business operations in July 1993. The Company was initially
capitalized primarily through equity investments by its Founders and two funds
managed by SSIM, Strome Partners, L.P. and Strome Offshore Limited (the "SSIM
Funds"); and through subsequent equity investments by the SSIM Funds, Cargill
and the Founders. In July 1993, ACC entered into the Repurchase Facility with
Cargill through which it has financed its purchases of Contracts. Cargill's
operations consist of global proprietary trading activities as well as other
specialized financial services. Cargill was founded in 1984 and currently
manages more than $6 billion in assets. Cargill is headquartered in Minneapolis,
Minnesota, and has more than 650 employees worldwide.

NON-PRIME AUTOMOBILE FINANCE INDUSTRY

Automobile financing is one of the largest consumer finance markets in the
United States, with $356 billion in automobile-related credit outstanding as of
January 1996. In general, the automobile finance industry can be divided into
two principal segments: a prime credit market and a non-prime credit market.
Traditional automobile finance companies, such as commercial banks, savings and
loans, thrift and loans, credit unions and captive finance companies of
automobile manufacturers, generally provide credit to the most creditworthy
borrowers, or so-called "prime borrowers."

The so-called "non-prime" credit market, in which ACC operates, provides
financing to Non-Prime Borrowers, who are those borrowers who have had past
credit problems (including bankruptcy), have limited or no credit histories
and/or have low incomes. Historically, traditional automobile financing sources
have not serviced the non-prime market or have done so only through programs
that were not consistently available. An industry group of independent finance
companies specializing in non-prime automobile financing is now emerging, but it
remains highly fragmented, with no company having a significant share of this
non-prime market.

The Company estimates that the size of the non-prime automobile market may
be as large as $70 billion in outstanding installment debt. The Company believes
that the number of Non-Prime Borrowers is increasing due to, among other
factors, declining real wages, the greater willingness on the part of consumers
to seek bankruptcy protection, the high cost of new automobiles relative to
consumer incomes and the greater availability of late-model used vehicles coming
off short-term lease programs. ACC's program is designed to provide financing to
this market segment.

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BUSINESS STRATEGY

The Company's primary objective is to increase its net income by expanding
market share. The Company believes it has the operational and administrative
capacity to expand its business and attain this objective. The Company's
strategies for achieving this objective, which focus on credit quality,
efficiency of operations and expansion, are as follows:

- Enforcing nationwide consistency of underwriting standards and controls,
including verification and document review;

- Increasing the volume of Contract purchases from existing Dealers;

- Increasing the number of active Dealers in the Company's existing
geographic markets;

- Entering selected new markets in metropolitan areas where the Company can
recruit experienced regional sales managers or correspondents;

- Increasing the number of the Company's regional credit centers;

- Using the Company's Contract database to refine underwriting standards,
program pricing and overall credit risk evaluation capabilities;

- Attracting and retaining qualified employees;

- Maintaining reliable funding sources;

- Approving applications and funding Contract purchases in a timely manner;
and

- Maintaining and improving the Company's delinquency monitoring and
collection processes.

Overall, the Company's strategy is to purchase Contracts with yields, after
discounts, that compensate the Company for the credit risk inherent in the
non-prime market, and to manage this credit risk through the Company's internal
credit evaluation and its proactive collection processes.

PURCHASE OF CONTRACTS

Sales and Marketing

ACC markets its financing program primarily to franchised Dealers and to a
limited number of independent used automobile Dealers. Before purchasing
Contracts from a Dealer, ACC and the Dealer enter into an agreement ("Dealer
Agreement") that provides the Company with recourse to the Dealer in cases of
Dealer fraud or a breach of the Dealer's representations and warranties. As of
March 31, 1996, the Company had 813 active Dealers, compared to 423 active
Dealers as of March 31, 1995. The Company considers a Dealer to be active if the
Company has purchased Contracts from the Dealer during the previous six months.

ACC typically solicits business from Dealers through its regional sales
managers ("RSMs"), each of whom is assigned an exclusive territory. The Company
typically only hires RSMs who have experience with the purchase of non-prime
Contracts and who have pre-existing, established relationships with Dealers in a
particular major metropolitan area. Marketing assistants work under the
direction of RSMs in larger markets.

RSMs meet regularly with Dealers and provide information about ACC's
program, train Dealer personnel as to ACC's program requirements and assist
Dealers in identifying consumers who qualify for ACC's program. As of March 31,
1996, ACC directly marketed its program to Dealers in 17 states: California,
Colorado, Delaware, Florida, Georgia, Illinois, Maryland, Missouri, New Jersey,
North Carolina, Oklahoma, Pennsylvania, South Carolina, Tennessee, Texas,
Virginia and Washington. The Company targets major metropolitan areas because it
believes they provide concentrations of high volume Dealers, which can be
effectively serviced by its RSMs. During the quarter ended March 31, 1996, the
Company purchased $500,000 or more of Contracts from 13 states, compared to six
states during the quarter ended March 31, 1995.

RSMs typically target the late-model used vehicle business of franchised
Dealers. The Company believes that late-model used vehicles represent the
largest segment of the used vehicle market, while posing less risk of default
due to mechanical problems than do older used vehicles. The Company targets
franchised Dealers

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<PAGE> 31

because the financial requirements and customer service standards imposed on
these dealers by automobile manufacturers generally result in a high level of
financial stability and customer satisfaction. As a result, the Company believes
that, in general, Contracts from these Dealers expose the Company to less risk
of Dealer misrepresentation and lower levels of borrower default.

Dealer Reviews

Each month, senior management reviews Dealer performance reports that
track, by Dealer, the number of applications submitted, the number of
applications approved, the number of applications funded, the ratio of
applications funded to applications received ("efficiency ratio"), delinquency
ratios and default rates. Senior management maintains a Dealer "watch list" to
track the performance of Dealers with low efficiency ratios, high delinquency
ratios or high loss levels relative to the overall portfolio. Based upon senior
management's subjective assessment of these factors, during the 12 months ended
March 31, 1996, the Company discontinued the purchase of Contracts from
approximately 50 Dealers due to unsatisfactory results.

Regional Credit Centers

The Company serves its Dealers on a regional basis through its regional
credit centers. The Company believes that these regional centers provide a
sufficient local market presence to meet the needs of its Dealers, without
incurring the reduction in operating controls and economies of scale that can
result from operating a large number of small branches. The Company currently
has regional credit centers in Atlanta, Georgia; Dallas, Texas; Newark,
Delaware; and San Diego, California. The Company anticipates opening one or two
additional regional credit centers in the next 12 months.

Application Processing and Purchase Criteria

Dealers submit credit applications to one of ACC's regional credit centers,
typically by facsimile. Upon ACC's receipt of a credit application, a credit
processor uses an automated system to obtain credit histories, determine the
wholesale value of the vehicle and calculate the credit score of the
application. ACC's credit officers use the credit score as a guide to evaluate
applications, but the approval/declination decision is not based solely on the
credit score. Individual credit officers have limited approval authority and the
approval of a more senior credit manager is required when the credit score or
the amount financed exceeds the individual credit officer's approval limits.
ACC's regional credit centers then notify Dealers by facsimile of a credit
decision, usually within three hours of receipt of the application.

During the three-month period ended March 31, 1996, the Company approved
approximately 18% of the applications it received and funded approximately 51%
of the applications that were approved. ACC believes Dealers select among
finance companies based upon price, term, advance, down payment requirements,
stipulations, timeliness of the finance company's approval and the historic
reliability of the finance company's funding of purchases. The Company strives
to maintain its competitiveness by meeting Dealer needs without compromising its
credit standards.

The Non-Prime Borrowers under Contracts of the type typically purchased by
the Company generally have credit histories which include past bankruptcies,
significant charged-off accounts and/or multiple collection accounts. Further,
other Contracts may be purchased by the Company for borrowers with limited or no
credit histories. In light of the deficiencies in the borrowers' credit
histories, the Company's credit officers evaluate other potential offsetting
factors such as the borrowers' residence stability, employment stability, income
level relative to expenses and past performance on other automobile-related
debt. If, in the credit officers' judgment, there are enough offsetting positive
factors, such Contracts may be approved for purchase by the Company.

To be eligible for purchase, a Contract must be fully amortizing and
provide for level payments over the term of the Contract, must grant a first
priority security interest in the financed vehicle to OFL-A, must prohibit the
sale or transfer of the financed vehicle without the Company's consent and must
allow for acceleration of the maturity of the Contract if the vehicle is sold or
transferred without this consent. The

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<PAGE> 32

portions of payments on Contracts allocable to principal and interest are, for
payoff and deficiency purposes, determined in accordance with the law of the
state in which the Contract was originated.

Each Contract includes a requirement that the borrower maintain fire, theft
and collision insurance on the financed vehicle and name the Company as a loss
payee. As part of the funding process, the Company verifies by telephone that
insurance is in place on the financed vehicle; however, as of March 31, 1996,
approximately 16% of borrowers had cancelled their insurance or allowed their
insurance policies to lapse. Although the Contracts permit the Company to
force-place insurance, the Company, as a matter of policy, generally does not
force-place insurance due to the added collection and litigation risk.

Funding Package Completion, Verification and Funding

After receiving an approval from one of ACC's regional credit centers and
compiling a set of documents the Dealers believe to be consistent with ACC's
documentation requirements, the Dealers send these funding packages to ACC's
central funding group in San Diego. ACC generally requires that funding packages
include proof of the borrower's residency, income, insurance and title.

ACC's funding department reviews each Contract and verifies the application
data and Contract documentation. The funding department also confirms or
reconfirms the borrower's employment and the insurance on the vehicle. ACC
believes one of the most important verifications is a direct telephone interview
of the borrower to confirm the terms of the Contract, the source of the down
payment and the equipment on the vehicle. The Company typically will not fund a
Contract without a prior telephone interview of the borrower. ACC believes this
process reduces the risk of misrepresentation by Dealers and/or borrowers and
provides a basis for future borrower contact.

A funding package may be returned if it does not comply with the terms of
the initial approval or if ACC discovers facts that were not disclosed during
the approval process. The Company returns unfunded approximately 5% to 15% of
all completed funding packages for these reasons, a portion of which are
resubmitted in approvable form. As an additional quality control check, the
Company's data processing systems perform an automated review of the Contracts
and identify any characteristics not in compliance with ACC's minimum
underwriting standards.

Post-Funding Quality Reviews

ACC uses its automated systems to continue to monitor Contracts after
funding. In addition, the Company's quality control manager, who reports
directly to the Chief Executive Officer, completes a full quality control review
of a random sample of 5% of the newly-originated Contracts. This review focuses
on compliance with underwriting standards, the quality of the credit decision
and the completeness of Contract documentation. On a monthly basis, ACC's
quality control manager issues a report to the Company's senior management
summarizing (by credit processor and credit officer) policy exceptions,
processing errors, documentation deficiencies and credit decisions which the
quality control manager considered overly aggressive. The bonuses of the
Company's credit officers are, in part, dependent upon results of these quality
control reviews.

Risk-Based Pricing

The Company uses statistical information and its automated Contract
purchasing systems to establish different pricing programs by geographic region,
by borrower credit characteristics or, in some cases, by Dealer; all tied to the
expected economic value of each program to the Company. The average discount on
Contracts purchased by ACC during the three-month period ended March 31, 1996,
was approximately 4.9%.

The Company maintains a database which tracks key underwriting parameters
for each Contract purchased since the formation of the Company. This database is
updated periodically to reflect the payment performance of each Contract. The
Company uses this information to identify and aggregate a pool of Contracts that
have failed to perform as anticipated. Each Contract in this pool is then
matched against a performing Contract with the same date of purchase. By
statistically comparing the characteristics of these

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<PAGE> 33

two pools over time, the Company is able to refine periodically its credit
evaluation processes and believes it is better able to price each of its
programs based upon the expected risk of each program.

Correspondents

The Company has established relationships with a small number of
third-party marketing organizations which generate Contracts for the Company.
The Contracts generated by these correspondents meet the same standards and
undergo the same pre-funding review as Contracts arising from ACC's regional
credit centers. As of March 31, 1996, the Company had two active correspondent
relationships and less than 2% of the Company's Contract portfolio was generated
through these correspondents. The Company believes that, either as a result of
geographic coverage or established industry contacts, certain correspondents can
generate Contracts for the Company on a more cost-effective basis than the
Company's RSMs. Thus, the Company expects to increase its number of
correspondents and purchase a greater portion of its Contracts through these
correspondents in the future.

Bulk Purchases

To date, the Company has reviewed a small number of portfolios for purchase
in bulk and has, on occasion, made unsuccessful bids on portfolios. These
portfolios have been as large as $40 million in Contracts and the Company may
bid on portfolios of comparable size or larger in the future. As of March 31,
1996, the Company had not consummated a bulk portfolio purchase, either because
the portfolios offered for sale did not satisfy the Company's due diligence
requirements or because the asking price exceeded the Company's valuation of the
portfolio. The Company believes bulk purchases represent opportunities to
exploit the Company's servicing expertise and the flexibility of the Repurchase
Facility. Thus, ACC intends to continue to pursue such purchase opportunities
and may purchase Contracts in bulk from other originators if the price and
quality of the portfolio are satisfactory to the Company. Purchases in bulk
involve a greater risk of misrepresentation than Contracts purchased directly by
the Company. The Company believes the risk is mitigated by the Company's review
of the seller's underwriting standards, the Company's due diligence concerning
the seller and by representations and warranties made by the seller.

CONTRACT PORTFOLIO

The following table sets forth certain data for the Contracts purchased by
the Company for the periods indicated.

<TABLE>
<CAPTION>
CONTRACTS PURCHASED DURING
THE THREE MONTHS ENDED
-----------------------------------------------------------
MARCH 31, DEC. 31, SEPT. 30, JUNE 30, MARCH 31,
1996 1995 1995 1995 1995
--------- -------- --------- -------- ---------
<S> <C> <C> <C> <C> <C>
Amount of Contracts (000's)................. $33,715 $ 26,478 $ 28,642 $ 24,673 $19,078
Average Amount Financed Under Contracts..... $12,278 $ 12,124 $ 12,106 $ 11,989 $11,916
Average Coupon on Contracts................. 20.65% 20.47% 20.33% 19.93% 19.27%
Average Original Term of Contracts
(months).................................. 57 58 57 56 56
Average Discount of Contracts, including
Acquisition Fees.......................... 4.87% 5.14% 6.00% 6.98% 7.45%
</TABLE>

The Company expects from time to time to make changes to its underwriting
guidelines and program requirements to respond to competitive conditions in the
non-prime automobile financing market. These changes are likely to affect the
characteristics of the portfolio, may increase portfolio risk and/or reduce the
Company's discounts and interest margins. See "Risk Factors -- Credit Risks" and
see "Risk Factors -- Competition and Consolidation of Industry."

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<PAGE> 34

CONCENTRATIONS OF CONTRACT PURCHASES

The following table sets forth information by state concerning Contract
purchases and servicing portfolio amounts outstanding for the period and at the
date indicated.

<TABLE>
<CAPTION>
CONTRACTS PURCHASED
DURING THE THREE SERVICING PORTFOLIO
MONTHS ENDED OUTSTANDING BALANCES
MARCH 31, 1996 AS OF MARCH 31, 1996
------------------- --------------------
$000'S % $000'S %
------- --- -------- ---
<S> <C> <C> <C> <C>
California........................................ $ 9,034 27% $ 42,547 30%
Texas............................................. 7,329 22 35,780 26
Florida........................................... 4,981 15 19,136 14
Pennsylvania...................................... 1,712 5 11,527 8
All Other......................................... 10,659 31 30,979 22
------ --- ------- ---
$33,715 100% $139,969 100%
====== === ======= ===
</TABLE>

The Company attempts to develop a broad Dealer base to avoid dependence on
a limited number of Dealers. As of March 31, 1996, no Dealer accounted for more
than 3.5% of the Company's Contract portfolio and the ten Dealers from which the
Company purchased the most Contracts accounted for approximately 15% of the
Contract portfolio, in aggregate. The Company's financing program also
concentrates on purchases of Contracts for late-model used vehicles that are
originated by franchised Dealers. During the three-month period ended March 31,
1996, 88% of Contracts acquired by the Company financed used vehicles and 96%
were acquired from franchised Dealers.

SERVICING OF CONTRACTS

General

ACC services all of the Contracts it originates, whether owned by the
Company or sold in an asset-backed security. ACC's servicing generally consists
of payment and pay-off processing, collecting, insurance tracking, title
tracking, responding to borrower inquiries, investigating delinquencies,
repossessing and reselling collateral, collection reporting and credit
performance monitoring.

Billing and Collection Process

The Company sends each borrower a monthly bill, rather than using payment
coupon books. All payments are directed to the Company's lock-box account at a
regional commercial bank. On a daily basis, the lock-box bank retrieves and
processes payments received, and then deposits the entire amount into the lock-
box account. A simultaneous electronic data transfer of borrower payment data is
made to the Company for posting to the Company's computerized records.

The Company's collection process is based on a strategy of closely
monitoring Contracts and maintaining frequent contact with borrowers. As part of
this process, the Company makes early, frequent contact with delinquent
borrowers and attempts to educate borrowers on how to manage monthly budgets.
The Company attempts to identify the underlying causes of a borrower's
delinquency and to make an early collection risk assessment. The Company
believes that its proactive collection process, including the early
identification of payment problems, reduces its repossession rates and loss
levels.

In support of its collection efforts, the Company maintains a collection
software package with customized features designed for high-intensity collection
operations, which includes a high-penetration autodialer. With the aid of the
autodialer, the Company initially attempts to contact any borrower whose account
becomes six days past due. See "Business -- Management Information Systems."

Although ACC emphasizes telephonic contact, the Company also typically
sends past due notices to borrowers when an account becomes ten days past due.
In some cases, ACC uses the Western Union Quick

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Collection Service to collect borrowers' payments and to reduce the incidence of
bad checks. When necessary, ACC uses a network of independent agencies to make
field visits to borrowers.

Extensions and Modifications

If a borrower has current financial difficulties, but has previously
demonstrated a positive history of payment on the Contract, ACC will permit a
payment extension of not more than two months during the term of a Contract.
Senior management of ACC must approve each extension and less than 2% of the
Contracts in the Company's servicing portfolio have been extended as of March
31, 1996. Further, the Company typically permits only one extension over the
term of a Contract and the Company neither restructures Contracts nor forbears
any payments on Contracts.

Repossession

ACC repossesses a vehicle when resolution of a delinquency is not likely or
when the Company believes that its collateral is at risk. The Company makes
these judgments based upon its collectors' discussions with borrowers, the
ability or inability to locate the borrowers and/or the vehicles, the receipt of
notices of liens and other information. The Company uses independent, licensed
and bonded repossession agencies to repossess vehicles as well as the services
of an agency that traces skips (where neither the borrower nor the vehicle can
be located) to supplement its own efforts in locating vehicles. When a vehicle
is repossessed, it generally is sold through a public auction within 60 days of
the repossession. ACC generally uses its own staff to pursue recoveries of
deficiency balances, but ACC may also use outside collection agencies which
share in any recoveries. If ACC has reason to believe that a Dealer violated any
representations or warranties made to ACC on a defaulted Contract, ACC may
pursue its remedies against the Dealer under the Dealer Agreement.

ACC employs the same policies for charging-off Contracts on both Contracts
it owns and on Contracts sold in asset-backed securities. ACC expects to incur a
loss whenever it repossesses a vehicle. When ACC sells a repossessed vehicle, it
records a net loss equal to the outstanding principal balance of the Contract,
less the proceeds from the sale of the vehicle.

If an account becomes 120 days delinquent (other than accounts in
bankruptcy) and ACC has repossessed the vehicle, but not yet received the sale
proceeds, then ACC records a loss equal to the outstanding principal balance of
the Contract, less the estimated auction value of the vehicle (which is based
upon wholesale used car values published by nationally recognized firms) and any
expected recoveries under its VSI insurance. This VSI insurance protects the
Company's interest in the collateral against uninsured physical damage
(including total loss) and skips. If an account becomes 120 days delinquent and
ACC has not repossessed the vehicle, then ACC records a loss equal to the
outstanding principal balance of the Contract. In the event a borrower is a
skip, the Company reduces its loss by the expected recoveries under its VSI
insurance. Any recoveries received subsequent to the Contract being charged-off,
including amounts (i) from the borrower's insurance policies or service
contracts, (ii) from Dealers under a breach of the Dealer Agreements or (iii)
from deficiency balances recovered from borrowers, are treated as loss
adjustments in the period when these recoveries are received. See "Management's
Discussion and Analysis of Financial Conditions and Results of Operations" for a
discussion of VSI insurance.

MANAGEMENT INFORMATION SYSTEM

ACC relies on automated information management and data processing systems
to maximize productivity, minimize credit losses and maintain data integrity.
The Company operates its information management, accounting and data processing
systems on a Model 300, IBM AS400 ("AS400").

The Company uses its own proprietary Application Processing System and
Contract Management System, both of which operate on the AS400. The Application
Processing System tracks applications through the approval process and provides
status reports to sales and credit administration personnel on approved and
declined Contracts. This system is also used for credit scoring and credit
review. The Application Processing System electronically transmits all data to
the Contract Management System. The Contract Management System analyzes
Contracts for compliance with ACC's underwriting standards, tracks key
underwriting

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<PAGE> 36

characteristics for all funded Contracts, tracks approval trends, analyzes
charge-offs, monitors delinquencies and measures pool performance.

The Company uses the Universal Loan Accounting package resident on the
AS400 for all aspects of its loan accounting and payment processing. ACC's
general ledger is maintained on the MAS-90 General Ledger package. In January
1995, the Company installed IBM's ImagePlus imaging system on the AS400 to make
Contract documents available on-screen, to decrease data entry costs and to aid
disaster recovery. Further, the Company has installed video teleconference and
document sharing systems, which facilitate interaction between the Company's
headquarters and its regional credit centers.

To support its collection efforts, the Company uses collection software
that operates on a PC-LAN-based system interfaced with the AS400. The Company
also uses a Telerelations, Inc. high-penetration autodialer, which is also a
PC-LAN-based system interfaced to the AS400.

ACC backs up its systems on a daily basis and stores the backup tapes
offsite. The Company also has implemented a disaster recovery plan that is
intended to restore critical business operations within 48 hours of a disaster.
In an emergency, IBM will deliver replacement parts for the AS400 within 24
hours. Additionally, ACC has the contractual right to access SunGard's
nationwide recovery facilities, which are fully equipped and permit access to
hardware, software and telephones. The Company has made a significant investment
in its hardware and software systems and intends to continue to upgrade these
systems as its needs dictate.

FINANCING

Repurchase Agreement

On July 15, 1993, the Company entered into the Repurchase Facility with
Cargill to finance the Company's purchase of Contracts and enable the Company to
accumulate Contracts in sufficient volume to issue asset-backed securities. The
interest rate on the Repurchase Facility is the one-month LIBOR, plus 3.25%, and
the facility reprices on a daily basis. As of March 31, 1996, the rate on the
Repurchase Facility was 8.69%. The Repurchase Facility commitment period runs
until July 1998. During the commitment period, both Cargill and ACC have the
obligation to finance under the facility all of the Contracts that ACC purchases
in conformance with the Company's underwriting guidelines which have been
approved by Cargill; except that ACC may use proceeds of this public offering
for funding Contracts, rather than using the Repurchase Facility for these
purchases. As of March 31, 1996, the outstanding principal amount financed under
the Repurchase Facility was $23 million. See "Risk Factors -- Dependence Upon
Warehouse Financing Facility and Upon Cargill" and see "Certain Transactions."

Under the Repurchase Facility, ACC retains the essential risks of
ownership, including credit and interest rate risk, and, therefore, accounts for
each transaction as a financing of Contracts. Since OFL-A is obligated to
repurchase from Cargill any Contracts that are charged-off under ACC's
charge-off policy, OFL-A bears the credit risk of owning the Contracts. Since
the interest rate of the facility floats with LIBOR and the interest rate on
each financed Contract is fixed at the time of its origination, OFL-A retains
interest rate risk on the Contracts. Although accounted for as a financing, for
legal reasons, the Repurchase Facility is structured as a sale of Contracts to
Cargill with a right to repurchase the Contracts. OFL-A, a special purpose
subsidiary of ACC, purchases each Contract from the Dealer. OFL-A then transfers
each conforming Contract to Cargill, typically for 100% of ACC's basis in such
Contract, plus a portion of the operating expenses associated with ACC's
acquisition of the Contract. OFL-A has the right to repurchase the Contracts
(generally for sale through an asset-backed security) for a specified amount for
each Contract, which includes outstanding principal, accrued interest and a
repurchase fee.

While Cargill holds title to the Contracts, all principal payments on the
Contracts are applied to reduce the principal balance of the Repurchase
Facility. All interest received on Contracts under the Repurchase Facility is
used as follows: first to pay custodian fees; second to pay OFL-A amounts
sufficient to make any payments it owes pursuant to a tax sharing agreement with
ACC; third to pay ACC a servicing fee equal to 4% per annum of the monthly
pay-off balance of the Contracts; fourth to pay Cargill interest on the facility
balance; and fifth to pay Cargill the aggregate balance (net of recoveries) of
charged-off Contracts. All

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remaining interest is distributed to a cash reserve account held by the
custodian as additional collateral for the facility. The cash reserve builds,
without any cap on its amount, until ACC disposes of the Contracts through an
asset-backed securitization, a whole-loan sale or other disposition. Upon a
disposition, ACC is entitled to receive the balance of the cash reserve account.
As of March 31, 1996, less than $5,000 was held in such cash reserve account.

Cargill has the right, at its election, to terminate the Repurchase
Facility upon the occurrence of any "Termination Event" as defined therein. The
following events, among others, would constitute Termination Events under the
Repurchase Facility: (i) a change in control or ownership of ACC, other than
through an initial public offering of ACC, (ii) aggregate Contract purchases of
less than $75 million in any twelve-month period, (iii) an average delinquency
rate during any three-month period, computed using the current pay-off balance
of Contracts collateralizing the Repurchase Facility ("Collateral"), equal to or
greater than 15%, (iv) an annualized six-month net charge-off rate, computed
using the current pay-off balance of the Collateral, equal to or greater than
10% or (v) if any two of the Founders are no longer employed by ACC. As of the
date of this Prospectus, the Company is in compliance with all its covenants
under the Repurchase Agreement and no Termination Event has occurred.

In the event that ACC became a debtor under the United States Bankruptcy
Code ("Bankruptcy Code"), the structure of the Repurchase Facility could provide
Cargill with greater rights than Cargill would have had if the facility were
structured as a secured loan transaction. There is no assurance that ACC could
be reorganized in a bankruptcy without the cooperation of Cargill. The
Repurchase Facility characterizes each purchase of a Contract by Cargill as a
"securities contract" as defined in Section 741 of the Bankruptcy Code. If this
characterization were upheld, Cargill would not be subject to the automatic stay
(that normally precludes a secured party from liquidating collateral without
prior bankruptcy court approval) and Cargill could liquidate the Contracts
during an early stage of an ACC bankruptcy. Under the servicing agreement with
ACC, Cargill also would have the right to remove ACC as the servicer of the
Contacts subject to the facility, thereby terminating ACC's right to receive the
4% servicing fee (which might then be its primary source of operating funds).
Further, the structure of the facility would make it difficult for ACC to gain
access to any of the cash generated by the Contracts subject to the facility,
even though the liquidation value of the Contracts and the cash reserves held by
Cargill exceeded ACC's obligations to Cargill.

In the event that Cargill became a debtor under the Bankruptcy Code,
Cargill as debtor in possession or a bankruptcy trustee could attempt to
terminate the Repurchase Facility and cutoff ACC's right to repurchase the
Contracts. ACC would contend that Cargill was not the owner of the Contracts,
but only a secured party holding the Contracts as collateral for the facility,
and that Cargill could not terminate the repurchase right. If Cargill were
successful in terminating the facility, then ACC and OFL-A would have only
pre-bankruptcy, unsecured claims against Cargill for breach of contract damages.
Those damages would approximate the value of the net interest income that would
have been earned on Contracts while owned by the Company or the gain on sale
that would have been realized through the sale of such Contracts. Such claims
would likely be paid on a pro rata basis with all other unsecured creditors of
Cargill, and there is no assurance that Cargill would have adequate funds, if
any, to pay ACC what ACC would have realized through the repurchase of the
Contracts.

NIM Facility

In order to obtain financing to fund credit enhancement and securitization
expenses for its asset-backed securities and, to a lesser extent, for working
capital, the Company and Cargill entered into the NIM Facility on September 15,
1995. The NIM Facility enables the Company to obtain additional debt financing
through a pledge of OFL-A's interest in the Subordinated Securities and ESRs.
OFL-A is obligated to pay Cargill an annual commitment fee of $100,000, payable
in quarterly installments of $25,000. The NIM Facility can be prepaid at any
time upon 30 days' notice. Until the NIM Facility is retired, borrowings under
this facility can be redrawn at the time of an asset-backed securities issuance
by ACC. The facility had an outstanding balance of $10 million as of March 31,
1996, and, if the offering closes by May 31, 1996, will be subject to a maximum
outstanding balance of $15 million, with the borrowing base subject to the
current valuation of the Subordinated Securities and ESRs pledged as collateral.
If the facility increases to $15 million, the annual commitment will increase to
$150,000 payable in quarterly installments of $37,500. ACC intends to use a

35
<PAGE> 38

portion of the proceeds to repay the current balance of the NIM Facility and to
reborrow under the facility, as necessary. The NIM Facility has a contractual
maturity date of the second anniversary of the closing of this public offering.
As of the date of this Prospectus, the Company is in compliance with all of its
covenants under the NIM Facility and no event of default has occurred.

The Repurchase Facility and the NIM Facility are cross-collateralized and
contain cross-default provisions so that a default under either facility will
constitute a default under both facilities and could result in the acceleration
of the payment obligations under both facilities and a foreclosure on the
collateral of both facilities. ACC has guaranteed up to $5 million on both
facilities and has pledged all of its OFL-A stock as collateral for the
facilities. See "Certain Transactions -- Transactions With Cargill Financial
Services Corporation."

HEDGING PROGRAM

ACC maintains an ongoing hedging program for the purpose of mitigating the
potential impact of changing interest rates on the gain on the sale of
Contracts. The hedging strategy is implemented through the forward sale of
two-year Treasury notes or futures Contracts on two-year Treasury instruments,
with Cargill acting as the counterparty to these hedging transactions. Gains and
losses on the hedging program are recorded as an adjustment to the accounting
basis of the Contracts until such time that the Contracts are sold. At the time
of sale, the previously unrealized gains or losses are recognized as an
adjustment to the gain on the sale of the Contracts. See "Certain Transactions."

ACC began actively using the hedging program in January 1995 and the extent
to which the Contracts held by ACC are hedged has varied and will continue to
vary from time to time, depending upon prevailing interest rates and other
economic factors. The Repurchase Facility requires ACC to maintain its hedging
program whenever the two-year Treasury rate is greater than 7.5%. ACC generally
has maintained the hedging program even when it was not required to do so, but
may choose not to maintain the hedging program based on management's assessment
of interest rate risk and the costs associated with the hedging program.

SECURITIZATION OF CONTRACTS

In June 1995, ACC began selling its portfolio of Contracts to investors
through the issuance of asset-backed securities. The periodic securitization of
Contracts is an integral part of ACC's business plan. The issuance of these
securities enables the Company to redeploy capital, reduce its interest rate
risk and recognize gains from the sale of the Contracts. To date, ACC has
completed three securitizations, the 1995-A Transaction, the 1995-B Transaction
and the 1996-A Transaction, involving Contracts aggregating approximately $137
million.

These asset-backed securities are treated as sales of the Contracts and
Contracts sold in a security are removed from the consolidated balance sheet of
the Company. The asset-backed securities are generally structured as follows:
ACC repurchases a pool of Contracts from Cargill under the Repurchase Facility
and simultaneously sells the pool to Receivables, which then sells the pool to a
trust in exchange for interest-bearing certificates of an amount equal to the
aggregate principal balance of the Contracts. The certificates are then sold to
one or more institutional investors.

The certificates sold to investors have been rated "AAA" by S&P and "Aaa"
by Moody's based on the FSA guarantee. Cargill serves as sponsor for the
certificates and guarantees certain representations and warranties made by the
Company. The certificates sold to investors have a fixed pass-through interest
rate of 6.70% in the case the 1995-A Transaction, 6.40% in the case of the
1995-B Transaction and 5.95% in the case of the 1996-A Transaction.

The Company retains the right to service the Contracts sold to the trust
and receives monthly base servicing fees of approximately 3% per annum on the
outstanding balance of Contracts sold in asset-backed securities. In addition,
the Company is entitled to receive excess interest arising from collections, to
the extent that these collections exceed payments to investors, contributions to
the cash reserve accounts, base servicing fees and certain other fees.
Generally, certificates are sold to investors without recourse, except that the

36
<PAGE> 39

representations and warranties provided by Dealers to the Company are similarly
provided by the Company to the investors and to FSA, along with certain
indemnities. These indemnities are secured by a pledge of all of the stock of
Receivables. The Company is obligated to repurchase a Contract from the trust if
the Contract fails to conform to representations and warranties relating to the
collateral. The Company bears the risk of loss on Contracts it repurchases.

Each issuance of securities results in the recognition of a "net gain on
sale of contracts" on the Company's consolidated statement of operations for the
period in which the sale was made. The discounted present value of the excess
cash flow expected from the security is recognized as an increase in the ESRs on
the Company's consolidated balance sheet. Because the interest rate on the
Contracts is relatively high in comparison to the pass-through interest rate
paid to investors, the net gain on sale can be significant. In calculating this
net gain on sale, the Company must estimate the future rates of prepayments,
delinquencies, defaults and loss severity as they impact the amount and timing
of the cash flows used in the gain on sale calculation. The cash flows expected
to be received by the Company, before expected losses, are then discounted at a
market interest rate that the Company believes an unaffiliated third-party
purchaser would require as a rate of return on such a financial instrument.
Expected losses are discounted using a rate equivalent to the risk-free rate
which is equivalent to the rate earned on securities rated AAA or better, with a
duration similar to the estimated duration for the underlying Contracts. See
Note 1(g) of Notes to Consolidated Financial Statements.

In future periods, the Company will recognize additional revenue if the
actual performance of the Contracts is better than that originally estimated. If
the actual performance of the Contracts is worse than originally estimated, then
the Company will be required to recognize a write-down against the ESRs, which
would result in a reduction in net income during the period in which the
write-down occurred.

Under the servicing agreement for each security, the Company is obligated
to service all Contracts sold to the trusts in accordance with the Company's
standard procedures. The servicing agreements generally provide that the Company
will bear all costs and expenses incurred in connection with the management,
administration and collection of the Contracts serviced. The servicing
agreements can be terminated by the investor in the event of certain defaults by
the Company and under certain other circumstances.

COMPETITION

The automobile financing business is highly competitive. The Company
competes with a growing number of publicly and privately held national, regional
and local automobile finance companies that specialize in non-prime automobile
finance, many of which compete directly with ACC for Contracts. These
competitors include AutoFinance Group (now a subsidiary of KeyCorp), Consumer
Portfolio Services, Inc., AmeriCredit Corp., First Merchants Acceptance Corp.,
TransSouth (a subsidiary of Ford Motor Credit Corporation) and Mercury Finance
Company. The Company does not believe that any of the finance companies
specializing in Non-Prime Borrowers currently has more than a 2% market share.

In addition, the Company competes, or may compete in the future, for
business with more traditional automobile financing sources, such as commercial
banks, savings and loans, thrift and loans, credit unions and captive finance
companies of automobile manufacturers such as General Motors Acceptance
Corporation, Ford Motor Credit Corporation, Chrysler Financial Corporation,
Toyota Motor Credit Corporation, Nissan Motors Acceptance Corporation and
American Honda Finance. These traditional automobile finance companies may lower
credit standards or introduce programs for Non-Prime Borrowers to attract more
financing business or, in the case of the captive finance companies, to
stimulate new vehicle sales.

Many of the Company's competitors and potential competitors have
substantially greater financial, marketing and other resources than the Company
and may be more successful in expanding into new geographic markets, building
Dealer networks and increasing market share through internal growth or
acquisition. The larger, more established companies have access to unsecured
commercial paper, investment-grade corporate debt and to other funding sources
that may provide them with an advantageous cost of capital relative to the
Company's cost of capital.

37
<PAGE> 40

The captive finance companies and many of the other traditional automobile
finance companies have long-standing relationships with Dealers that may give
them a competitive advantage in establishing dealer networks for the purchase of
Contracts. Many of these companies provide other types of financing, including
inventory financing, which is not offered by the Company.

The Company believes that the industry competes for Dealers on the basis of
the price charged to the Dealer for the purchase of Contracts (which is a
function of the discount to the face value of a Contract and any applicable
fees), advance limitations, down payment requirements, stipulations, the
timeliness of the finance company's response to an application, the approved
Contract terms, documentation requirements for purchase of the Contract and the
historic reliability of the finance company's funding of purchases. ACC believes
that its competitive advantages include geographic diversification, risk-based
pricing, financial resources, nationwide consistency of credit decisions and
quality Dealer service.

GOVERNMENT REGULATION

ACC has obtained and maintains licenses and registrations required by
certain states' sales finance company laws and/or laws regulating purchases of
installment or conditional sales contracts. The Company intends to obtain and
maintain any and all additional qualifications, registrations and licenses
necessary for the lawful conduct of its business and operations.

Numerous federal and state consumer protection laws, including the Federal
Truth-In-Lending Act, the Federal Equal Credit Opportunity Act, the Fair Credit
Reporting Act, the Federal Fair Debt Collection Practices Act, the Federal Trade
Commission Act, the Federal Reserve Board's Regulations B and Z, and state motor
vehicle retail installment sales acts, retail installment sales acts and other
similar laws regulate the origination and collection of consumer receivables and
impact ACC's business. The relevant laws, among other things, (A) require the
Company to (i) obtain and maintain certain licenses and qualifications, (ii)
limit the finance charges, fees and other charges on the Contracts purchased and
(iii) provide specified disclosures to consumers; (B) limit the terms of the
Contracts; (C) regulate the credit application and evaluation process; (D)
regulate certain servicing and collection practices; and (E) regulate the
repossession and sale of collateral. These laws impose specific statutory
liabilities upon creditors who fail to comply with their provisions and may give
rise to defense to payment of the consumer's obligation. In addition, certain of
the laws make the assignee of a consumer installment contract liable for the
violations of the assignor.

The Dealer Agreement contains representations and warranties by the Dealer
that, as of the date of assignment, the Dealer has complied with all applicable
laws and regulations with respect to each Contract. The Dealer is obligated to
indemnify the Company for any breach of any of the representations and
warranties and to repurchase any non-conforming Contracts. The Company generally
verifies Dealer compliance with usury laws, but does not audit a Dealer's full
compliance with applicable laws. There is no assurance the Company will detect
all Dealer violations or that individual Dealers will have the financial ability
and resources either to repurchase Contracts or indemnify the Company against
losses. Accordingly, failure by Dealers to comply with applicable laws, or with
their representations and warranties, could have a material adverse effect on
the Company.

The Company believes it is currently in compliance in all material respects
with applicable laws, but there can be no assurance that the Company will be
able to maintain such compliance. The failure to comply with such laws, or a
determination by a court that the Company's interpretation of law was erroneous,
could have a material adverse effect upon the Company. Furthermore, the adoption
of additional laws, changes in the interpretation and enforcement of current
laws or the expansion of the Company's business into jurisdictions that have
adopted more stringent regulatory requirements than those in which the Company
currently conducts business, could have a material adverse effect upon the
Company.

If a borrower defaults on a Contract, the Company as the servicer of the
Contract is entitled to exercise the remedies of a secured party under the
Uniform Commercial Code ("UCC"), which typically includes the right to
repossession by self-help means unless such means would constitute a breach of
peace. The UCC and other state laws regulate repossession and sales of
collateral (A) by requiring reasonable notice to the borrower of (i) the date,
time and place of any public sale of the collateral, (ii) the date after which
any

38
<PAGE> 41

private sale of the collateral may be held and (iii) the borrower's right to
redeem the financed vehicle prior to any such sale; and (B) by providing that
any such sale must be conducted in a commercially reasonable manner. Financed
vehicles repossessed generally are resold by the Company through unaffiliated
wholesale automobile networks or auctions which are attended principally by used
automobile Dealers.

Under the UCC and other laws applicable in most states, a creditor is
entitled, subject to possible prohibitions or limitations, to obtain a
deficiency judgment from a borrower for any deficiency on repossession and
resale of the vehicle securing the unpaid balance of the borrower's installment
contract. Since a deficiency judgment against a borrower would be a personal
judgment for the shortfall, and the defaulting borrower may have very little
capital or few sources of income, in many cases it is not prudent to seek a
deficiency judgment against a borrower or, if one is obtained, it may be settled
at a significant discount.

PROPERTY

The Company's headquarters are located in San Diego, California, where it
leases approximately 18,000 rentable square feet of general office space from an
unaffiliated lessor under a lease that is scheduled to expire November 30, 2002,
except for 2,000 rentable square feet for which the lease expires March 31,
1998. The base monthly rent is currently approximately $24,000. The Company has
an option to extend the lease for an additional three years upon terms
substantially similar to those of the existing lease. In 1996, the Company
expects to lease an additional 6,000 to 10,000 square feet of general office
space in San Diego from unaffiliated lessors to accommodate the anticipated
expansion of its business operations.

The Company also leases from unaffiliated lessors three offices that it
uses as regional credit centers, located in Dallas, Texas; Atlanta, Georgia; and
Newark, Delaware. The office in Dallas consists of approximately 2,075 rentable
square feet for which the lease expires March 1, 1998. The base monthly rent is
$2,334. The Company has an option to renew the lease for an additional three
years, on substantially similar terms. The office in Atlanta consists of
approximately 2,100 rentable square feet for which the lease expires January 31,
1998. The monthly rent is $2,363. The office in Newark consists of approximately
3,400 rentable square feet for which the lease expires April 15, 1999. The base
monthly rent is $5,050.

The Company intends to continue to expand its purchases of Contracts in
various states and anticipates that in the next 12 months it will establish one
or two additional offices to serve as regional credit centers or otherwise serve
as locations for the Company's operations.

EMPLOYEES

As of March 31, 1996, the Company had 161 full-time employees. The Company
believes that its relations with its employees are good. The Company is not a
party to any collective bargaining agreement.

LEGAL PROCEEDINGS

As of the date of this Prospectus, the Company is involved as a defendant
in certain litigation and threatened litigation arising in the normal course of
business. While the outcome of the pending and threatened litigation cannot be
predicted with certainty, the Company's management believes that all pending and
threatened claims will be resolved on terms and for amounts that will not have a
material effect on the Company's business or consolidated financial condition.

The Company regularly initiates and intends to continue initiating legal
proceedings as a plaintiff in connection with its routine collection activities.

Rocco J. Fabiano is one of a number of defendants in a pending civil case
brought by the Resolution Trust Corporation, as receiver and successor of
Imperial Savings Association ("ISA"). The case relates to the settlement of a
securities class action/derivative lawsuit by directors and officers of ISA's
parent company. Mr. Fabiano was not an officer or director of ISA or its parent
company at the time of the settlement in question. Mr. Fabiano is also a party
to a bankruptcy preference claim relating to ISA's parent company's bankruptcy.
The Company is not a party to either action.

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<PAGE> 42

MANAGEMENT

DIRECTORS AND EXECUTIVE OFFICERS

The information set forth below describes the directors and executive
officers of the Company as of April 15, 1996.

<TABLE>
<CAPTION>
NAME AGE POSITION
- -------------------------------------- --- --------------------------------------------------
<S> <C> <C>
Rocco J. Fabiano...................... 39 Chairman of the Board, Chief Executive Officer
Gary S. Burdick....................... 40 President
Rellen M. Stewart..................... 42 Chief Operating Officer, Chief Financial
Officer, Treasurer
R. Frank Mercer....................... 49 Senior Vice President, Chief Credit Officer
Brett L. Beckerman.................... 31 Vice President -- Information Technology
Jack R. Cohen......................... 44 Vice President -- Corporate Counsel, Secretary
John L. Cruz.......................... 47 Vice President -- Collections
Anthony N. Fiduk...................... 40 Vice President -- Sales and Marketing
Ernest M. Garcia...................... 48 Vice President -- Correspondent Purchases
Michael D. LoPresti................... 44 Vice President -- National Sales Manager
Tammy S. Ramos........................ 35 Vice President -- Funding
Shaemus A. Garland.................... 30 Controller
Ethan J. Falk......................... 42 Director
Jack P. Fitzpatrick................... 42 Director
Jeffrey S. Lambert.................... 32 Director
Jeffrey E. Susskind................... 42 Director
</TABLE>

ROCCO J. FABIANO, CHAIRMAN OF THE BOARD AND CHIEF EXECUTIVE OFFICER. Mr.
Fabiano is a Founder of ACC and is the Chairman of the Board and Chief Executive
Officer, pursuant to an Employment Agreement described below. In August 1995,
Mr. Fabiano was acquitted of criminal charges relating to a signing bonus
received in 1989 from an unrelated, regulated financial institution. Pending
resolution of this matter, from July 1993 to September 1995, Mr. Fabiano was a
full-time consultant to ACC. In 1991, Mr. Fabiano co-founded Consumer Portfolio
Services, Inc., and acted as a consultant to that company until December, 1992,
at which time he began work on the formation of ACC. Mr. Fabiano was Chairman of
the Board of Far Western Bank from May 1989 to December 1990, at which time Far
Western Bank was placed under the control of the Federal Deposit Insurance
Corporation. He also has been an Executive Vice President of Imperial
Corporation of America, Chief Operating Officer of Ameristar Mortgage
Corporation and Senior Consultant for KPMG Peat Marwick. Mr. Fabiano holds a
B.S. in Genetics and an M.S. in Protein Chemistry from Colorado State University
and an M.B.A. in Finance from Cornell University.

GARY S. BURDICK, PRESIDENT. Mr. Burdick is a Founder of ACC and has been
the President since September 1995, pursuant to an Employment Agreement,
described below. Mr. Burdick was Chairman of the Board and Chief Executive
Officer of ACC from July 1993 to September 1995. Mr. Burdick worked from January
through June of 1993 as an advisor to the Ministry of Privatization for the
Czech Republic in Prague as part of a United States State Department Aid to
Developing Nations program. From May 1991 to December 1992, Mr. Burdick was an
independent consultant and contributed time to Rebuild L.A. Mr. Burdick was a
Director of Prudential Securities from 1989 to April 1991. He also has
specialized in mortgage finance and asset securitizations as a Vice President of
Goldman Sachs and a Vice President of Lehman Brothers. Mr. Burdick holds a B.A.
in Economics and a B.S. in Environmental Studies from the University of
California at Santa Barbara.

RELLEN M. STEWART, CHIEF OPERATING OFFICER, CHIEF FINANCIAL OFFICER AND
TREASURER. Mr. Stewart is a Founder of ACC and has been the Chief Operating
Officer and Chief Financial Officer of ACC since July

40
<PAGE> 43

1993, pursuant to an Employment Agreement, described below. Mr. Stewart was also
President of ACC from July 1993 to September 1995. From 1988 to July 1993, Mr.
Stewart was an Executive Vice President of EurekaBank. From 1977 to 1988, Mr.
Stewart was employed by KPMG Peat Marwick becoming a Partner in 1984 and later
becoming the firm's National Practice Director for consulting to the mortgage
industry. He also has been a Financial Analyst for Wells Fargo Bank. Mr. Stewart
holds a B.S. in Business Administration and an M.B.A. in Finance from the
University of California at Berkeley.

R. FRANK MERCER, SENIOR VICE PRESIDENT, CHIEF CREDIT OFFICER. Mr. Mercer
joined ACC in July 1993 as Vice President -- Credit Administration. He was
promoted to Senior Vice President in May 1994 and was made Chief Credit Officer
in September 1995. Mr. Mercer worked as an independent banking consultant and
mortgage broker from December 1992 to July 1993. From 1990 to November 1992, Mr.
Mercer was a Vice President -- Financial Services of Olympian Bancorp. He also
has held positions as Vice President -- Consumer Loan Operations at Imperial
Savings Association, Vice President of Landmark Thrift and Loan, Principal of
RFM Financial Services and District Manager for Mellon Financial Services.

BRETT L. BECKERMAN, VICE PRESIDENT -- INFORMATION TECHNOLOGY. Mr.
Beckerman has been Vice President -- Information Technology since August 1993.
From 1989 to August 1993, Mr. Beckerman was Data Processing Supervisor for LSI
Financial Group. He also has been an Operations Manager of Vision, Inc., and a
Senior Computer Operator for Quintec Insulectro. Mr. Beckerman holds a B.S. in
Management Information Systems from California State University at Long Beach.

JACK R. COHEN, VICE PRESIDENT -- CORPORATE COUNSEL AND SECRETARY. Mr.
Cohen joined ACC as Vice President -- Corporate Counsel in August 1995. He
became Secretary of the Company in September 1995. Mr. Cohen was in private
practice from November 1994 to July 1995. Mr. Cohen was Executive Vice President
and General Counsel of Coast to Coast Marketing, Inc., from February 1992 to
October 1994. From May 1991 to January 1992, Mr. Cohen was Vice President and
Attorney for Republic Factors Corp. He also has been Vice President and Senior
Counsel of Imperial Savings Association, Associate Attorney for Jennings,
Engstrand and Henrikson and Law Clerk for the U.S. Bankruptcy Court. Mr. Cohen
holds a B.A. in Psychology from Clark University and a J.D. from University of
San Diego School of Law.

JOHN L. CRUZ, VICE PRESIDENT -- COLLECTIONS. Mr. Cruz joined ACC in July
1993 as Vice President -- Collections. From July 1991 to July 1993, Mr. Cruz was
Collections Manager for Consumer Portfolio Services, Inc. Mr. Cruz was Vice
President and Collections Manager of Far Western Bank from 1987 to April 1991.
He also has held the position of General Manager of Pacific Coast Collections.

ANTHONY N. FIDUK, VICE PRESIDENT -- SALES AND MARKETING. Mr. Fiduk has
been ACC's Vice President -- Sales and Marketing since December 1993. From
November 1992 to November 1993, Mr. Fiduk was Finance Manager for Huntington
Beach Dodge, Inc., and from July 1992 to October 1992 was Regional Marketing
Director for Bedford Financial Corp. Mr. Fiduk was a Loan Officer with
Interstate Diversified Financial from September 1990 to June 1992. He also has
held positions as Assistant Vice President -- Loan Originations for Far Western
Bank, Credit Underwriter for Lloyd Anderson Companies and Branch Manager for
Transamerica Financial Services, Inc. Mr. Fiduk holds a B.A. in Economics from
University of California at San Diego.

ERNEST M. GARCIA, VICE PRESIDENT -- CORRESPONDENT PURCHASES. Mr. Garcia
has been with ACC since November 1993 and became Vice President -- Correspondent
Purchases in February 1996. From May 1994 to February 1996, he had been the
Company's Vice President -- Credit Administration. Mr. Garcia was an Assistant
Vice President for First Fidelity Thrift and Loan from 1989 to September 1993.
He also has held positions as Assistant Vice President for American Thrift and
Loan, Branch Manager for California Thrift and Loan and Branch Manager for
Household Finance.

MICHAEL D. LOPRESTI, VICE PRESIDENT -- NATIONAL SALES MANAGER. Mr.
LoPresti has been Vice President -- National Sales Manager of ACC since August
1993. From January 1992 to July 1993, Mr. LoPresti was Regional Vice President
for Consumer Portfolio Services, Inc. Mr. LoPresti was New Car Manager for Long
Beach Toyota from 1990 to January 1992. He also has held positions as Vice
President --

41
<PAGE> 44

Loan Originations of Far Western Bank, General Sales Manager for Auto Circus,
Inc. and Finance Manager for Maurice J. Sopp and Son Chevrolet.

TAMMY S. RAMOS, VICE PRESIDENT -- FUNDING. Ms. Ramos has been with ACC
since February 1994 and became Vice President -- Funding in March 1996. From
February 1994 to March 1996, she had been the Company's Manager -- Funding. From
1987 until joining the Company in February 1994, Ms. Ramos had been an
Operations Manager for First Fidelity Thrift and Loan. She also held the
position of Operations Manager for the City of Margatte, Florida.

SHAEMUS A. GARLAND, CONTROLLER. Mr. Garland has been the Controller of ACC
since September 1995. From November 1993 to September 1995, Mr. Garland was the
Company's Accounting Manager. Previously, Mr. Garland spent four years with the
United States Marine Corps. He holds a B.S. in Accounting from San Diego State
University.

ETHAN J. FALK, DIRECTOR. Mr. Falk has been a Director since February 1995.
Mr. Falk has been a shareholder in the law firm of Falk & Sharp, Professional
Corporation, since 1990. Prior to founding Falk & Sharp, Mr. Falk was a partner
in the law firm of Lillick & McHose. Mr. Falk holds a B.A. in Mathematics from
the State University of New York at Binghamton and a J.D. from the University of
Michigan Law School.

JACK P. FITZPATRICK, DIRECTOR. Mr. Fitzpatrick has been a Director since
February 1995. Mr. Fitzpatrick is the Chief Financial Officer of Multichannel
Communications Sciences, Inc. and has held this position since July 1995. From
July 1993 to May 1995, Mr. Fitzpatrick was the Chief Financial Officer of
Diatek/Arkive Information Systems. From 1989 to July 1993, Mr. Fitzpatrick was
the Chief Financial Officer and, later, Vice President of Sales for Pacific Data
Products. He also has held positions as Chief Financial Officer of Syntro,
Manager of Strategic Planning for Xerox and Senior Consultant for KPMG Peat
Marwick. Mr. Fitzpatrick holds a B.A. in Applied Mathematics, an M.S. in
Computer Science and an M.B.A. from Harvard University.

JEFFREY S. LAMBERT, DIRECTOR. Mr. Lambert has been a Director since July
1993. Mr. Lambert is the Chief Financial Officer and a Director of the general
partner of Strome Susskind Investment Management, L.P., and Strome Susskind
Securities, L.P., a member firm of the National Association of Securities
Dealers, and has held both positions since November 1993. Mr. Lambert is also
the Chief Financial Officer and a Director of Strome Susskind & Co. and has held
this position since July 1992. From 1987 to July 1992, Mr. Lambert was the Chief
Financial Officer of Kayne Anderson & Co. He also has held the position of
Senior Accountant for Oppenheim, Appell & Dixon. Mr. Lambert holds a B.S. in
Accounting from California State University Northridge.

JEFFREY E. SUSSKIND, DIRECTOR. Mr. Susskind has been a Director since July
1993. Mr. Susskind is a Vice President and Director of the general partner of
Strome Susskind Investment Management, L.P., and Strome Susskind Securities,
L.P., and has held both positions since November 1993. Mr. Susskind is also a
Vice President and Director of Strome Susskind & Co. and has held this position
since February 1992. From 1987 to July 1992, Mr. Susskind was an Analyst with
Kayne Anderson & Co. He also has held the position of Analyst with Goldman Sachs
and with Donaldson, Lufkin & Jenrette. Mr. Susskind holds a B.S. in Economics
from the University of Pennsylvania and a J.D. from the University of Michigan
Law School.

ELECTION OF DIRECTORS

The holders of Series B Preferred Stock, voting as a class, are entitled to
elect two directors, and the holders of Common Stock, voting as a class, are
entitled to elect one director, so long as there are more than 60,000 shares of
Preferred Stock outstanding. Upon the closing of the offering, no Preferred
Stock will be outstanding and this restriction will no longer apply. See
"Description of Capital Stock."

All directors hold office until their respective terms expire and the
election and qualification of their successors (except in cases of death,
removal or resignation). Officers are elected at each annual meeting of the
Board of Directors and serve at its discretion.

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<PAGE> 45

COMMITTEES OF THE BOARD OF DIRECTORS

In September 1995, the Board of Directors of the Company established a
Compensation Committee and Audit Committee. The Compensation Committee is
responsible for determining executive compensation policies and administering
the Company's compensation plans, stock options and other stock option plans.
The current members of the Compensation Committee are Messrs. Fitzpatrick,
Lambert and Susskind. The Audit Committee is responsible for recommending
independent auditors, reviewing the audit plan, the adequacy of internal
controls, the audit report and management letter and undertaking such other
related functions as the Board of Directors may authorize. The current members
of the Audit Committee are Messrs. Falk, Fitzpatrick and Lambert.

EXECUTIVE COMPENSATION

The following table shows, for the most recent fiscal year, the cash
compensation paid by the Company as well as all other compensation paid or
accrued for those years to its Chief Executive Officer and the four most highly
compensated executive officers (other than the Chief Executive Officer) (the
"Named Executives") as of December 31, 1995.

SUMMARY COMPENSATION TABLE

<TABLE>
<CAPTION>
ANNUAL LONG TERM
FISCAL YEAR COMPENSATION(1) COMPENSATION
ENDED -------------------- STOCK
DECEMBER 31, SALARY BONUS OPTION SHARES
------------ -------- -------- -------------
<S> <C> <C> <C> <C>
Rocco J. Fabiano............................. 1995 $217,233 $180,000 30,000
Chairman of the Board and Chief Executive
Officer(2)
Gary S. Burdick.............................. 1995 183,900 180,000 30,000
President(2)
Rellen M. Stewart............................ 1995 183,900 180,000 30,000
Chief Operating Officer, Chief Financial
Officer and Treasurer(2)
R. Frank Mercer.............................. 1995 101,500 18,000 35,000
Senior Vice President and Chief Credit
Officer
Michael D. LoPresti.......................... 1995 85,800 20,000 28,000
National Sales Manager
</TABLE>

- ---------------
(1) The compensation described in this table does not include medical insurance,
retirement benefits and other benefits received by the foregoing executive
officers that are available generally to all employees of the Company; and
it does not include certain perquisites and other personal benefits received
by the foregoing executive officers of the Company, the value of which did
not exceed the lesser of $50,000 or 10% of the executive officer's cash
compensation in the table.

(2) See "Management -- Directors and Executive Officers" for the positions held,
and the periods for which they were held, by Mr. Fabiano, Mr. Burdick and
Mr. Stewart during the fiscal year ended December 31, 1995.

43
<PAGE> 46

STOCK OPTION GRANTS TABLE

The following table shows certain information concerning stock options
granted during fiscal year 1995 to the Company's Named Executives.

FISCAL YEAR 1995 STOCK OPTION GRANTS

<TABLE>
<CAPTION>
POTENTIAL
% OF TOTAL REALIZABLE
OPTIONS VALUE(3)
OPTIONS GRANTED TO EXERCISE EXPIRATION -------------------
NAME GRANTED(1) EMPLOYEES PRICE(2) DATE @5% @10%
- --------------------------------- ---------- ---------- --------- ---------- -------- --------
<S> <C> <C> <C> <C> <C> <C>
Rocco J. Fabiano................. 30,000 8.28% $7.25 2005 $120,000 $295,500
Gary S. Burdick.................. 30,000 8.28 7.25 2005 120,000 295,500
Rellen M. Stewart................ 30,000 8.28 7.25 2005 120,000 295,500
R. Frank Mercer.................. 35,000 9.66 7.25 2005 140,000 344,750
Michael D. LoPresti.............. 28,000 7.73 7.25 2005 112,000 275,800
</TABLE>

- ---------------
(1) The number of options granted was based upon the assumption that the 23 for
1 stock split is effected.

(2) The exercise price is equal to the actual initial public offering price of
Common Stock. The table includes the assumed public offering price of $7.25
and the potential realizable value is calculated based upon the assumed
offering price of $7.25. The exercise price may be paid in cash or, at the
discretion of the Compensation Committee, by tendering shares of ACC Common
Stock, or the delivery of an irrevocable direction to a securities broker to
sell shares and deliver the sales proceeds to the Company in payment of all
or part of the exercise price, instead of cash.

(3) The potential realizable value is calculated pursuant to SEC regulations by
assuming the indicated annual rates of stock price appreciation for the
option term from the date of the initial public offering at which time the
exercise price of the option will be determined. Actual realized value will
depend on the actual annual rate of stock price appreciation for the option
term.

AGGREGATED STOCK OPTION EXERCISES AND FISCAL YEAR-END STOCK OPTION VALUE TABLE

The following table sets forth certain information regarding the number and
value of specified unexercised options held by the Company's Named Executives as
of December 31, 1995:

<TABLE>
<CAPTION>
NUMBER OF VALUE OF UNEXERCISED
UNEXERCISED OPTIONS IN-THE-MONEY OPTIONS
--------------------------- ---------------------------
EXERCISABLE UNEXERCISABLE EXERCISABLE UNEXERCISABLE
----------- ------------- ----------- -------------
<S> <C> <C> <C> <C>
Rocco J. Fabiano............................... -- 30,000 -- 0
Gary S. Burdick................................ -- 30,000 -- 0
Rellen M. Stewart.............................. -- 30,000 -- 0
R. Frank Mercer................................ -- 35,000 -- 0
Michael D. LoPresti............................ -- 28,000 -- 0
</TABLE>

FABIANO, BURDICK AND STEWART EMPLOYMENT AGREEMENTS

Messrs. Fabiano, Burdick and Stewart are employed under separate employment
agreements, each of which expires on December 31, 1998. If the Company
terminates any employment agreement without cause or if Mr. Fabiano, Mr. Burdick
or Mr. Stewart terminates his employment for "good reason" (defined in the
agreement as termination following either an uncured breach by the Company, a
reduction in duties, a reduction in compensation or an involuntary relocation),
then the terminated employee is entitled to severance pay in an amount equal to
the greater of the remaining base salary that would have been payable through
the end of the term of the employment agreement or one-year's base salary, plus
a prorated portion of the bonus he would have otherwise received for the year in
which such termination occurred. Each of them is paid a base annual salary of
$195,000, and each of them is entitled to an annual bonus of 50% to 100% of his
base salary, based on a straight line sliding scale, if the Company achieves
Return on Average Equity ("ROAE") between

44
<PAGE> 47

15% and 35%. ROAE is calculated at the end of each calendar year as the sum of
the ending book value of the Company for each of preceding five quarters divided
by five. Each of them is also entitled to insurance benefits, an automobile
allowance of $9,000 per year and participation in employee benefit plans adopted
by the Company for senior executives.

FOUNDERS' STOCK

In connection with the founding of the Company, Messrs. Fabiano, Burdick
and Stewart purchased for the then current aggregate fair market value of
$22,000, $22,000 and $16,000, respectively, 506,000, 506,000 and 368,000 shares,
respectively, of the Common Stock of the Company, subject to repurchase options
in favor of the SSIM Funds (the "Founders' Initial Stock"). The SSIM Funds have
the option to purchase one-sixth of the Founders' Initial Stock held by each of
the executives at the share price paid by the executive, if the relevant
executive ceases to be an employee of the Company at any time prior to July 15,
1996. The balance of the shares will be fully vested and subject to no options
as of the closing of the offering.

1995 STOCK OPTION PLAN

The Company's proposed 1995 stock option plan ("Employee Plan") covers
450,000 shares of Common Stock. The Employee Plan permits the grant of incentive
stock options or non-qualified options to any employees of the Company.
Incentive stock options may not have an exercise price of less than the fair
market value of the Common Stock on the date of grant, except options granted to
holders of more than 10% of the Company's Common Stock may not have an exercise
price of less than 110% of the fair market value of the Common Stock on the date
of the grant. The Compensation Committee of the Board of Directors administers
the Employee Plan and determines the employees who may participate, the amount
and timing of each option grant and the vesting schedule for options. Under the
Employee Plan, all options must vest at a rate of at least 25% per year and may
not have a term in excess of 10 years. The Compensation Committee has granted
incentive stock options covering an aggregate 362,250 shares of Common Stock, at
an exercise price equal to the offering price in this offering; and has also
granted incentive stock options covering an aggregate 61,088 shares of Common
Stock, at an exercise price equal to $6.60 per share. The options will vest over
four years at a rate of 25% per year and expire 10 years from the date of grant.
At an assumed price per share of this offering of $7.25, the Company will
reflect aggregate compensation of $39,707 associated with the grant of the
options at $6.60 per share. Compensation will be accrued over the vesting
period.

401(K) PLAN

Effective February 1, 1994, the Company established a tax-deferred savings
plan (the "401(k) Plan") that is intended to qualify under Section 401(a) of the
Internal Revenue Code of 1986, as amended. All full-time employees of the
Company who have attained age 21 and have completed three months of service to
the Company are eligible to participate in the 401(k) Plan. A participant may
elect to contribute a percentage of his or her compensation to the 401(k) Plan
on a pretax basis, subject to statutory limitations. The Company may, in its
sole discretion, make matching contributions. Each participant's individual
account is invested in selected investment alternatives as directed by the
trustees of the 401(k) Plan. The current trustees of the 401(k) Plan are Messrs.
Fabiano, Burdick and Stewart. A participant's 401(k) contributions are fully
vested and non-forfeitable at all times. Matching contributions made by the
Company are subject to divestment provisions until a participant has been
employed by the Company for three years. With certain exceptions, participants
in the 401(k) Plan shall receive benefits in the form of an immediate annuity
for the life of the participant, with a survivor annuity for the life of the
participant's spouse. Under the same matching program available to all
employees, the Company has contributed $1,000 per year to the individual
accounts of each of the Founders.

DIRECTOR COMPENSATION

At present, each director who is not employed by ACC or its affiliates is
paid an annual retainer of $7,000 plus $1,500 for each Board of Directors
meeting attended by the director. ACC reimburses reasonable out-of-pocket
expenses for all directors to attend meetings.

45
<PAGE> 48

DIRECTOR STOCK OPTION PLAN

The Company's separate stock option plan for its non-employee Directors
(the "Director Plan") covers 100,000 shares of Common Stock. The Director Plan
provides for the award of non-qualified options, which expire five years from
the date of grant, covering 20,000 shares of Common Stock to each non-employee
director on the date of the plan's adoption and to any future elected or
appointed non-employee director. Each of the options granted to the four current
non-employee directors is at an exercise price equal to the offering price of
this offering. One-fourth of the option shares are exercisable immediately as of
the offering, and the balance will vest over the subsequent three years at a
rate of one-third per year. Any future option grant will be at an exercise price
equal to the fair market value of the Common Stock on the date of the grant.

COMPENSATION COMMITTEE INTERLOCKS AND INSIDER PARTICIPATION

The current members of the Compensation Committee are Messrs. Fitzpatrick,
Lambert and Susskind. Mr. Susskind is a Vice President and a Director of the
corporate general partner of SSIM and Mr. Lambert is the Chief Financial Officer
and a Director of the corporate general partner of SSIM. SSIM is the general
partner of Strome Partners, L.P. and the investment advisor of Strome Offshore
Limited.

The Company has entered into certain transactions with Strome Partners,
L.P. and Strome Offshore Limited, its two major shareholders, and other
shareholders of the Company. The Company believes that each such transaction has
been on terms no less favorable to the Company than could have been obtained in
a transaction with an independent third party. Each of the transactions was
reviewed and approved by the Board of Directors of the Company.

BRIDGE FINANCING FACILITY. Pursuant to a Credit Facility Agreement dated
as of June 24, 1994, between the Company and Strome Partners, L.P., the Company
borrowed $2.5 million to fund securitization expenses, at annual rates of 12%
for the first six months and 25% thereafter. The debt was repaid and the
facility was retired on September 15, 1995, using proceeds of the NIM Facility.

EQUITY DRAW-DOWN AGREEMENT. The Company entered into an Agreement to
Purchase Preferred Stock and Amendment of Existing Agreements ("Agreement and
Amendment") dated June 24, 1994, among the Company, Strome Partners, L.P.,
Strome Offshore Limited, Cargill, and each of the Founders. The Agreement and
Amendment provided that the Company could require Strome Partners, L.P. and
Strome Offshore Limited to purchase shares of Preferred Stock. Each of the
Founders had the right to participate in any purchases and Cargill was granted
an option to purchase 15% of all shares purchased under the Agreement and
Amendment. Under its terms, the Company received an aggregate of $1 million in
exchange for 7,537 shares of Series A Preferred at $33.17 per share and 11,538
shares of Series B Preferred at $65 per share. Each of the Founders participated
in the transactions, and Cargill exercised its option and purchased all shares
to which it had a right. Since June 30, 1995, the Company may no longer require
stock purchases nor is it obligated to issue any more shares under the Agreement
and Amendment.

CONSULTING ARRANGEMENT. SSIM has provided the Company with consulting
services in connection with the initial public offering and retaining the
Representatives (defined in "Underwriting"). In consideration of these services,
the Company has agreed to pay SSIM $150,000. See "Underwriting."

STOCK SALE. In January 1996, the Company established and designated Series
C Preferred Stock and sold 3,057 shares, 3,058 shares and 1,798 shares of Series
C Preferred Stock to Strome Offshore Limited, Strome Partners, L.P., and
Cargill, respectively. The purchase price for such shares was their then current
aggregate fair market value of $1,000,995 or $126.50 per share ($5.50 post-23
for 1 stock split) as determined by the Board of Directors. The proceeds were
used to fund the Company's operations during the first quarter of fiscal year
1996. The shares of common stock issuable upon the conversion of the Preferred
Stock will be restricted securities and neither of the Strome Funds nor Cargill
are selling securities in this offering.

LIMITATION OF LIABILITY AND INDEMNIFICATION

The Company's Certificate of Incorporation (the "Certificate") eliminates
the personal liability of directors for monetary damages for breach of fiduciary
duties to the fullest extent permitted by the Delaware

46
<PAGE> 49

General Corporation Law. The Company's Certificate and Bylaws also provide that
the Company shall indemnify its directors and officers to the fullest extent
permitted by the Delaware General Corporation Law. The Company has entered into
indemnification agreements with each of its directors and certain of its
officers providing for such indemnification and advancement of expenses. The
Company also maintains directors' and officers' liability insurance providing
total coverage of $10 million.

CERTAIN TRANSACTIONS

TRANSACTIONS WITH CARGILL FINANCIAL SERVICES CORPORATION

The Company has entered into financing and related transactions with
Cargill, one of the principal shareholders of the Company. Cargill has the right
to have two observer, non-voting seats on the Board of Directors. If this
offering closes by May 31, 1996, such right shall terminate upon the closing.
Thereafter, Cargill will have the right, upon request, to receive board
materials and have access to the same books and records to which a director has
access under Delaware law. The Company believes that each transaction with
Cargill has been on terms no less favorable to the Company than could have been
obtained in a transaction with an independent third party. Each of the
transactions was reviewed and approved by the Board of Directors of the Company.

REPURCHASE FACILITY. On July 15, 1993, Cargill and the Company entered
into the Repurchase Facility, which expires on July 15, 1998. In consideration
of the Repurchase Facility, ACC granted Cargill a warrant to acquire 35,294
shares of Series A Preferred Stock at an exercise price between $33.17 and
$63.17 based upon the consolidated book value per share of ACC's Common Stock.
ACC valued the warrant at $128,000 on the date of grant. Cargill exercised the
warrant on September 29, 1995, at an exercise price of $33.17 per share and a
total exercise price of $1,170,702. Consistent with the Company's Certificate of
Incorporation, the Preferred Stock is convertible, at Cargill's option, into
Common Stock and, upon consummation of the offering, these shares of Preferred
Stock will convert to 811,762 shares of Common Stock. On June 24, 1994, Cargill
purchased 39,008 shares of Common Stock of the Company for an aggregate of
$5,936, its then current fair market value. See "Business -- Financing" and see
"Principal and Selling Shareholders."

Under the Repurchase Facility, ACC is obligated to maintain certain
servicing standards and may not alter the underwriting standards for Contracts
financed under the Repurchase Facility without prior approval from Cargill. The
Company is obligated to pay Cargill a repurchase fee in connection with each
asset securitization or bulk sale of Contracts financed under the Repurchase
Facility. The repurchase fee is calculated as a percentage of the Contracts sold
through a securitization, with the percentage based upon the cumulative amount
of Contract sales. Until cumulative sales equal or exceed $250 million, the
Company will pay a 2% repurchase fee. The repurchase fee is 1.5% for cumulative
sales between $250 million and $400 million, 1% for cumulative sales between
$400 million and $500 million, and 0.5% for cumulative sales in excess of $500
million. To date, ACC's total sales through asset-backed securities equal $137
million. See "Business -- Financing."

EQUIPMENT LEASING FACILITY. On September 23, 1994, the Company entered
into a master equipment finance lease ("Equipment Lease") with Cargill Leasing
Corporation ("Cargill Leasing"). Cargill Leasing is a wholly-owned subsidiary of
Cargill, Incorporated, and an affiliate of Cargill. Under the Equipment Lease,
Cargill Leasing finances from time to time the Company's acquisition of MIS
equipment, including the AS400, and office equipment, subject to the parties'
prior agreement and execution of a schedule relating to the transaction. The
Equipment Lease is collateralized by the financed equipment. To date, the
Company has entered into seven transactions financing equipment with an
aggregate original cost of $731,000. The Company currently pays approximately
$23,000 per month to Cargill Leasing. Each transaction has a three-year term and
the last transaction currently expires in November 1998.

NIM FACILITY. As of September 1, 1995, Cargill, OFL-A and Norwest Bank
Minnesota, N.A., as paying agent, entered into the NIM Facility Agreement as
described in "Business -- Financing." Effective March 31, 1996, the parties
negotiated amendments to the NIM Facility that will take effect if the offering
closes by May 31, 1996. Cargill has the option to terminate the NIM Facility if
an event of default occurs

47
<PAGE> 50

under the NIM Facility or a termination event occurs under the Repurchase
Facility. Under the NIM Facility Agreement, the following events, among others,
constitute events of default: (i) a material adverse change in the financial
condition of OFL-A, the Company or Receivables, (ii) failure of the Company,
OFL-A or Receivables to maintain a consolidated stockholders' equity of at least
$2,000,000, $50,000, and $50,000, respectively, if the condition is not remedied
within ten days; (iii) a change in control of ACC, OFL-A or Receivables; (iv)
either (A) any two of Rocco Fabiano, Gary Burdick or Rellen Stewart are no
longer employed by ACC, unless the successors are acceptable to Cargill, or (B)
Rocco Fabiano, Gary Burdick and Rellen Stewart collectively own less than ten
percent of ACC's Common Stock, on a fully diluted basis; (v) Moody's Investors
Service, Inc. ("Moody's") or Standard & Poor's Ratings Group ("S&P") shall have
downgraded any asset-backed security of ACC other than as result of the
downgrading of FSA or other related surety company; (vi) in connection with any
structured finance transaction (including any subsequent asset-backed security),
the initial credit enhancement levels required to achieve an overall "BBB"
rating from either Moody's or S&P is equal to or greater than nine percent of
the aggregate unpaid principal balance of the Contracts so financed; (vii)
Cargill, as sponsor, shall be obligated to make any payments in respect of ACC
Auto Grantor Trust 1995-A, 1995-B or 1996-A or any other eligible transaction
due to a default by the Company; (viii) the occurrence of a collateral event
with respect to Contracts financed under the Repurchase Facility or in pool of
Contracts securing any Subordinated Certificates or excess servicing revenues
pledged as collateral to Cargill under the NIM Facility; (ix) the occurrence of
valuation adjustments of an aggregate, cumulative, amount of 20% or more of the
Subordinated Certificates and ESRs securing the NIM Facility; or (x) an interest
rate (equal to LIBOR plus seven percent) that is equal to or greater than 18%
for 30 or more consecutive days. A collateral event means with respect to the
Contracts securing the Repurchase Facility or with respect to any pool of
Contracts in an asset-backed security, the occurrence of any of the following
events during any monthly period: (i) a trailing three-month annualized net
chargeoff rate equal to or greater than ten percent; (ii) a trailing six-month
annualized net charge-off rate equal to or greater than nine percent, (iii) a
trailing three-month delinquency rate equal to or greater than nine percent;
(iv) a trailing six-month delinquency rate equal to or greater than eight
percent; (v) a trailing three-month annualized repossession rate equal to or
greater than 14%; or (vi) a trailing six-month annualized repossession rate
equal to or greater than 13%. See "Business -- Financing."

SPONSORSHIP OF ASSET-BACKED SECURITIES. Cargill serves as a sponsor of the
1995-A Transaction, the 1995-B Transaction and the 1996-A Transaction. As
sponsor, Cargill is obligated, pursuant to the Pooling and Servicing Agreement
for the transaction, to repurchase Contracts from the trust under certain
circumstances if (i) any of the representations and warranties made by
Receivables with respect to the Contracts or (ii) so long as ACC is the servicer
of the pools, if certain covenants made therein by ACC; are breached in a manner
that materially and adversely affects the interests of the trust, the
certificate holders and FSA, and if Receivables or ACC has not cured the breach
or repurchased the Contracts. ACC is obligated to indemnify Cargill against any
third party claim arising out of the events or facts giving rise to a breach of
the representations, warranties or covenants of Receivables or ACC. Cargill
serves as sponsor in consideration of the repurchase fee payable under the
Repurchase Facility.

HEDGING PROGRAM. Under the Repurchase Facility, the Company is obligated
to maintain a hedging program under certain circumstances. Cargill acts as the
counterparty for the Company's hedging positions. In exchange for this service,
the Company pays Cargill nominal administrative fees and reimburses Cargill for
its direct costs of executing the hedging transaction. These administrative fees
and direct cost reimbursements have totalled approximately $1,850 since the
inception of the hedging program. The Company believes that it could directly
acquire hedging positions through U.S. government securities dealers, although
such dealers might require more collateral from ACC than does Cargill.

STOCK SALE. Cargill purchased 1,798 shares of Series C Preferred Stock in
January 1996 at its fair market value. See "Compensation Committee Interlocks
and Insider Participation."

48
<PAGE> 51

AGREEMENTS WITH STROME PARTNERS, STROME OFFSHORE LIMITED AND OTHERS

The Company has entered into certain transactions with Strome Partners,
L.P. and Strome Offshore Limited, its two major shareholders, and other
shareholders of the Company. See "Compensation Committee Interlocks and Insider
Participation."

PRINCIPAL AND SELLING SHAREHOLDERS

COMMON STOCK

The following table sets forth the number and percentage of shares of
Common Stock owned beneficially as of March 31, 1996: (i) by each person known
to the Company to be the beneficial owner of more than 5% of the outstanding
Common Stock, (ii) each of the Company's directors and (iii) all directors and
executive officers of the Company as a group. Each beneficial owner's percentage
ownership is determined by assuming that options that are held by such person or
group (but not those held by any other person) and that are exercisable within
60 days following March 31, 1996, have been exercised. Except as noted below,
and subject to applicable community property and similar laws, each shareholder
has sole voting and investment power with respect to the shares shown.

<TABLE>
<CAPTION>
AMOUNT OF
BENEFICIAL OWNERSHIP NUMBER OF AMOUNT OF
PRIOR TO SHARES BEING BENEFICIAL OWNERSHIP
OFFERING(1)(2) OFFERED AFTER OFFERING(1)(2)
---------------------- ------------ ----------------------
NAME OF BENEFICIAL OWNER SHARES PERCENT(3) SHARES PERCENT(3)
- ------------------------------------------ ---------- ---------- ---------- ----------
<S> <C> <C> <C> <C> <C>
Strome Offshore Limited(4)................ 1,637,255 26.0% -- 1,637,255 20.5%
Strome Partners, L.P.(4).................. 1,613,933 25.6% -- 1,613,933 20.2%
Cargill Financial Services
Corporation(5).......................... 957,950 15.2% -- 957,950 12.0%
Rocco J. Fabiano(6)....................... 769,281 12.2% 113,277 656,004 8.2%
Gary S. Burdick(7)........................ 731,423 11.6% 107,703 623,720 7.8%
Rellen M. Stewart(7)...................... 536,636 8.5% 79,020 457,616 5.7%
Heidi L. Berk(8).......................... 46,000 * -- 46,000 *
Ethan J. Falk(9).......................... 5,000 * -- 5,000 *
Jack P. Fitzpatrick(10)................... 62,615 * -- 62,615 *
Jeffrey S. Lambert(11).................... 5,000 * -- 5,000 *
Jeffrey E. Susskind(11)................... 5,000 * -- 5,000 *
Michael D. LoPresti(12)................... -- * -- -- *
R. Frank Mercer(12)....................... -- * -- -- *
Directors/Officers as a Group............. 2,057,340 32.7% 300,000 1,757,340 22.0%
</TABLE>

- ---------------
* Less than 1%.

(1) Assumes the full conversion of Preferred Stock into Common Stock on a 23
for 1 basis.

(2) Includes the Ownership of the named individual or member of a group of
shares of Common Stock obtainable within 60 days upon the exercise of
options.

(3) Each beneficial owner's percentage ownership is determined assuming that
shares that may be acquired by such person or group within 60 days
following March 31, 1996, have been acquired but that shares acquirable by
other beneficial owners within the same 60 days have not been acquired.

(4) The address of Strome Partners, L.P., is 100 Wilshire Boulevard, 15th
Floor, Santa Monica, California 90401. The address of Strome Offshore
Limited is c/o Meespierson (Cayman) Ltd., British Amer Centre, POB 2003,
Dr. Roy's Drive, Georgetown, Grand Cayman, Cayman Islands. SSIM is the
beneficial owner of such shares. The address of SSIM is 100 Wilshire
Boulevard, 15th Floor, Santa Monica, California 90401.

(5) The shareholder's address is 6000 Clearwater Drive, Minnetonka, Minnesota
55343-9497.

49
<PAGE> 52

(6) The shareholder's address is the same address as the Company's address. The
shares in the table include 57,615 shares held in the name of the Fabiano
Irrevocable Trust. Mr. Fabiano disclaims beneficial ownership of such
shares.

(7) The shareholder's address is the same address as the Company's address.

(8) The shareholder's address is 1910 Parkside Circle South, Boca Raton,
Florida 33486.

(9) The director holds vested options to purchase 5,000 shares of Common Stock.
The director's address is 660 South Figueroa Street, Suite 1600, Los
Angeles, California 90017-3474.

(10) The number of shares in the table includes 57,615 shares held in the name
of the Fabiano Irrevocable Trust for which Mr. Fitzpatrick serves as
trustee. Also, the director holds vested options to purchase 5,000 shares
of Common Stock. The director's address is 9775 Town Center Drive, Suite
110, San Diego, California, 92121.

(11) The director holds vested options to purchase 5,000 shares of Common Stock.
The director's address is 100 Wilshire Boulevard, 15th Floor, Santa Monica,
California 90401.

(12) The officer's address is the same address as the Company's address.

DESCRIPTION OF CAPITAL STOCK

The authorized capital stock of the Company consists of 18,000,000 shares
of Common Stock, $.001 par value, and 2,000,000 shares of Preferred Stock, $.001
par value.

COMMON STOCK

Each shareholder of Common Stock is entitled to one vote for each share
held of record. Shares of Common Stock are not entitled to preemptive rights and
are not subject to redemption or assessment. Subject to preferences described
below and any other preferences that may be granted to holders of Preferred
Stock, each share of Common Stock is entitled to share ratably in distributions
to shareholders and to receive ratably such dividends as may be declared by the
Board of Directors out of funds legally available therefor. Upon liquidation,
dissolution or winding up of the Company, subject to prior liquidation and other
preference rights of the holders of Preferred Stock, the holders of Common Stock
are entitled to receive pro rata the assets of the Company that are legally
available for distribution to shareholders.

As of March 31, 1996, there were 6,292,478 shares of Common Stock
outstanding (assuming a 23 for 1 stock split to be effected prior to the date of
this Prospectus and assuming the mandatory conversion of the Series A, Series B
and Series C Preferred Stock as described in this Prospectus) held of record by
eight shareholders. After giving effect to the shares of Common Stock offered
hereby, there will be 7,992,478 shares outstanding upon the closing of the
offering.

PREFERRED STOCK

The Company has issued three series of preferred stock, named Series A
Preferred Stock, Series B Preferred Stock and Series C Preferred Stock, of which
162,831, 11,538 and 7,913 shares, respectively, are outstanding. The outstanding
shares of Series A Preferred Stock, Series B Preferred Stock and Series C
Preferred Stock will convert into shares of Common Stock on a 23 for 1 basis
prior to the closing of the offering. Upon such conversion, these shares of
converted Preferred Stock will not be deemed to be authorized shares and will
not be reissued by the Company.

Within 30 days after the close of the offering, the Company is obligated to
pay the holders of the converted Preferred Stock all of the cumulated dividends
payable in respect of the Preferred Stock. Holders of outstanding shares of
Series A Preferred Stock are entitled to receive dividends at the rate of $1.33
per share per annum, holders of outstanding shares of Series B Preferred Stock
are entitled to receive dividends at the rate of $3.90 per share per annum, and
holders of outstanding shares of Series C Preferred Stock are entitled to
receive dividends at the rate of $5.07 per share per annum, each prior and in
preference to declaration or payments of dividends on the Common Stock of the
Company.

50
<PAGE> 53

The Company also has an authorized class of undesignated Preferred Stock
consisting of 1,817,718 shares. The Company's Board of Directors has the
authority, without further shareholder approval, to issue the additional
Preferred Stock in series and to fix, in its discretion, designations,
preferences and rights, including dividend, liquidation, conversion, voting or
other rights. Upon the closing of the offering, no shares of Preferred Stock
will be outstanding. The Company has no present plans to issue shares of
Preferred Stock following the offering.

The ability to issue Preferred Stock can enhance the Board of Directors'
bargaining capability on behalf of the Company's shareholders in a takeover
situation. Under certain circumstances, however, the power to issue Preferred
Stock could also be used by the incumbent Board of Directors to make a change in
control of the Company more difficult.

DELAWARE LAW AND CERTAIN CHARTER PROVISIONS

Upon the closing of this offering the Company will be subject to the
provisions of Section 203 of the Delaware General Corporation Law. In general,
this statute prohibits a publicly held Delaware corporation from engaging, under
certain circumstances, in a "business combination" with an "interested
shareholder" for a period of three years after the date of the transaction in
which the person became an interested shareholder, unless: (i) prior to the date
at which the shareholder became an interested shareholder the Board of Directors
approved either the business combination or the transaction which resulted in
the person becoming an interested shareholder, (ii) the shareholder owned more
than 85% of the outstanding voting stock of the corporation (excluding shares
held by directors who are officers in certain employee stock plans) upon
consummation of the transaction which resulted in the shareholder becoming an
interested shareholder or (iii) the business combination is approved by the
Board of Directors and by two-thirds of the outstanding voting stock of the
corporation (excluding shares held by the interested shareholder) at a meeting
of shareholders (and not by written consent) held on or subsequent to the date
of the business combination. An "interested shareholder" is a person who,
together with affiliates and associates, owns (or at any time within the prior
three years did own) 15% or more of the corporation's voting stock. Section 203
defines a "business combination" to include, without limitation, mergers,
consolidations, stock sales and asset based transactions and other transactions
resulting in a financial benefit to the interested shareholder.

The Company's Certificate and Bylaws contain a number of provisions
relating to corporate governance and to the rights of shareholders. Certain of
these provisions may be deemed to have a potential "anti-takeover" effect in
that such provisions may delay, defer or prevent a change of control of the
Company. These provisions include: (a) the classification of the Board of
Directors into three classes, each class serving for staggered three year terms;
(b) restrictions on the removal of directors; (c) a provision that shareholder
action may be taken only at shareholder meetings and not by written consent; (d)
the authority of the Board to issue series of Preferred Stock with such voting
rights and other powers as the Board of Directors may determine; (e) a provision
that a vote of greater than two-thirds of the outstanding shares entitled to
vote thereon is required for an amendment of the Bylaws; (f) a requirement that
a vote of greater than two-thirds of the voting power of shares entitled to vote
generally for the election of directors is required to amend provisions of the
Certificate relating to (i) the classification of the Board, (ii) removal of
directors, (iii) the calling of special shareholder meetings, (iv) the inability
of shareholders to take action by written consent, (v) the amendment of the
Bylaws, and (vi) the approval of certain business combinations; and (g) notice
requirement in the Bylaws relating to nominations to the Board of Directors and
to the raising of business matters at shareholder meetings. See
"Management -- Directors and Executive Officers."

In addition to the foregoing provisions, the Certificate requires the
approval of the holders of at least two-thirds of the voting stock of the
Company, voting as a single class, for certain "business combinations" between
the Company and a "related person". A "related person" is a person who, together
with affiliates and associates, owns 10% or more of the Company's voting stock.
Business combinations include, without limitation, mergers, consolidations,
stock sales and asset-based transactions. Such supermajority voting requirement
does not apply if: (A) at least a majority of the directors then in office (i)
approved in advance the acquisition of voting stock that caused the related
person to become a related person or (ii) approved the business combination
prior to the related person having become a related person; (B) at least a
majority of the

51
<PAGE> 54

disinterested directors of the Company approved the business combination; (C)
the business combination is between the Company and a wholly-owned subsidiary;
or (D) the business combination is a merger or consolidation and the cash or
fair market value of the consideration to be received per share by holders of
the Company's Common Stock equals or exceeds the highest per share price paid by
the related person in acquiring any of its holdings of the Company's Common
Stock.

The Company's Board of Directors believes that this supermajority provision
will help insure that all of the Company's shareholders will be treated
similarly if certain kinds of business combinations are effected. Such
provisions, however, may make it more difficult to accomplish certain
transactions that are opposed by the incumbent Board of Directors and that could
be beneficial to shareholders. Such supermajority voting requirement is in
addition to the requirements of Section 203 of the Delaware General Corporation
Law.

TRANSFER AGENT

The Transfer Agent and registrar for the Common Stock is Wells Fargo Bank,
N.A.

SHARES ELIGIBLE FOR FUTURE SALE

Upon completion of the offering, the Company will have 7,992,478 shares of
Common Stock outstanding (8,292,478 shares if the Underwriters' over-allotment
option is exercised in full). Of these shares, the 2,000,000 shares sold in the
offering will be freely transferable without restriction or further registration
under the Securities Act, except for any shares purchased by an "affiliate" of
the Company (in general, a person who has a control relationship with the
Company) or held by persons who are signatories to the restrictive agreement
described below.

In general, under Rule 144 as currently in effect, beginning 90 days after
the date of this Prospectus, a person (or persons whose shares are aggregated
for this purpose), including an "affiliate" of the Company, who has owned
restricted shares of Common Stock beneficially for at least two years is
permitted to sell in the open market, within any three-month period, a number of
shares that does not exceed the greater of 1% of the outstanding shares of the
same class or the average weekly trading volume during the four calendar weeks
preceding filing of the required notice. A person who has not been an affiliate
of the Company for at least the three months immediately preceding the sale and
who has beneficially owned restricted shares of Common Stock for at least three
years may sell such shares under Rule 144 without regard to any of the
limitations described above. A person who is not deemed to be an "affiliate" and
who beneficially owned restricted shares of Common Stock for at least three
years is entitled to sell those shares under Rule 144 at any time, without
regard to the volume limitations described above or other conditions of Rule
144. Under a rule change proposal pending before the Securities and Exchange
Commission, Rule 144 would be amended to change the holding periods from two
years to one year for sales subject to the volume limitations and from three
years to two years for sales without regard to volume limitations. The foregoing
is a summary only of the provisions of Rule 144 and is not intended to be
complete.

The Company estimates that beginning 90 days after the date of this
Prospectus, 4,543,340 shares of Common Stock will be eligible for sale under
Rule 144. The holders of all such shares have agreed that, for a period of 180
days after the date of the Prospectus (or in the case of one holder who owns
less than 1% of the outstanding shares for a period of 120 days), they will not,
without the consent of Montgomery Securities, sell or otherwise dispose of any
of their shares. See "Underwriting."

Prior to the offering, there has been no market for the Common Stock. The
effect, if any, of public sales of restricted shares or the availability of
shares for sale at prevailing market rates cannot be predicted. Nevertheless,
the possibility that substantial amounts of Common Stock may be sold in the
public market may adversely affect prevailing market prices for the Common Stock
and could impair the Company's ability to raise capital through the sale of its
equity securities.

The holders as of March 31, 1996 of an aggregate of 4,192,486 shares of
Common Stock issuable upon the automatic conversion of Series A Preferred Stock,
Series B Preferred Stock and Series C Preferred Stock, and other shares of
Common Stock, are entitled to certain rights to have their shares of Common
Stock

52
<PAGE> 55

registered under the Securities Act. Beginning six months following the
effective date of the Registration Statement, if the holders request that the
Company file a registration statement under the Securities Act with respect to
such Common Stock, the Company shall, subject to certain restrictions, use its
best efforts to effect such registration (and the registration of additional
holders' shares if properly requested), at the Company's expense; provided,
however, the Company is only required to effect one such demand registration on
Form S-1. In addition, the Company must use its best efforts to qualify within
12 months of the completion of its initial public offering for registration on
Form S-3; and is required, under certain circumstances, to effect one
registration on Form S-3 for each of (i) the SSIM Funds, collectively, (ii)
Cargill and (iii) Fabiano, Burdick and Stewart, collectively. Furthermore,
subject to certain restrictions, whenever the Company proposes to register any
of its securities under the Securities Act, the Company is required to notify
the holders of such proposed registration and include in such registration all
Common Stock that any such party may request to be included in such
registration, subject to the exclusion of a portion thereof if marketing factors
so require.

The Company intends to register under the Securities Act the shares of its
Common Stock now issued or reserved for issuance upon the exercise of options
granted or to be granted to employees by filing a registration statement
approximately 90 days after the date of this Prospectus, to become effective as
promptly thereafter as practicable. Following the effective date of such
registration, shares of Common Stock covered by such registration generally may
be sold in the open market.

53
<PAGE> 56

UNDERWRITING

The Underwriters named below, represented by Montgomery Securities and
McDonald & Company Securities, Inc. (the "Representatives"), have severally
agreed, subject to the terms and conditions contained in the Underwriting
Agreement, to purchase from the Company and the Selling Shareholders, the number
of shares of Common Stock indicated below opposite their respective names, at
the initial offering price, less the underwriting discount set forth on the
cover page of this Prospectus. The Underwriting Agreement provides that the
obligations of the Underwriters are subject to certain conditions precedent and
that the Underwriters are committed to purchase all of such shares if any are
purchased.

<TABLE>
<CAPTION>
NUMBER
UNDERWRITER OF SHARES
--------------------------------------------------------------------------- ---------
<S> <C>
Montgomery Securities......................................................
McDonald & Company Securities, Inc. .......................................
Total.................................................................
</TABLE>

The Representatives have advised the Company and the Selling Shareholders
that the Underwriters propose initially to offer the Common Stock to the public
on the terms set forth on the cover page of this Prospectus. The Underwriters
may allow to selected dealers a concession of not more than $ per
share, and the Underwriters may allow, and such dealers may reallow, a
concession of not more than $ per share to certain other dealers. The
concession to selected dealers and the reallowances to other dealers may be
changed by the Representatives and, after the initial public offering, the
offering price and other selling terms may be changed by the Representatives.
The Common Stock is offered subject to receipt and acceptance by the
Underwriters and to certain other conditions, including the right to reject an
order in whole or in part.

The Company has granted an option to the Underwriters, exercisable during
the 30-day period after the date of the Prospectus, to purchase up to a maximum
of 300,000 additional shares of Common Stock to cover over-allotments, if any,
at the offering price less the underwriting discount set forth on the cover page
of this Prospectus. To the extent that the Underwriters exercise this option,
the Underwriters will be committed, subject to certain conditions, to purchase
such additional shares in approximately the same proportion as set forth in the
table above. The Underwriters may purchase such shares only to cover
over-allotments made in connection with the offering.

The Underwriting Agreement provides that the Company and Selling
Shareholders will indemnify the Underwriters against certain liabilities,
including civil liabilities under the Securities Act, or contribute to payments
the Underwriters may be required to make in respect thereof.

The Company's executive officers who are currently shareholders, directors
and the other current shareholders have agreed that they will not, without the
prior written consent of the Representatives, directly or indirectly offer to
sell, sell or otherwise dispose of any shares of Common Stock of the Company
owned by them for a period of 180 days after the date of this Prospectus (except
that one shareholder who owns less than 1% of the outstanding stock has agreed
to a 120-day period). In addition, the Company has agreed that for a period of
180 days after the date of this Prospectus, it will not, without the prior
written consent of the Representatives, directly or indirectly offer to sell,
sell, issue, distribute or otherwise dispose of any equity securities or
securities convertible into or exercisable for equity securities or any options,
rights or warrants with respect to any equity securities, except that the
Company may, without such consent, grant options and securities pursuant to
employee benefit plans described in this Prospectus and issue Common Stock upon
mandatory conversion of the Series A Preferred Stock, Series B Preferred Stock
and Series C Preferred Stock.

Prior to the offering, there has been no public market for the Common
Stock. Consequently, the initial offering price will be determined by
negotiations between management and the Underwriters. Among the

54
<PAGE> 57

factors considered in such negotiations are the history of, and the prospects
for, the Company and the industry in which it competes, an assessment of
management, the Company's past and present operations, its past and present
earnings and the trend of such earnings, the prospects for future earnings of
the Company, the present state of the Company's development, the general
condition of the securities market at the time of the offering and the market
prices of publicly traded common stock of comparable companies in recent
periods.

Strome Partners, L.P. and Strome Offshore Limited (together, the "SSIM
Funds") are, and will continue after consummation of the offering to be,
significant shareholders of the Company. SSIM, an affiliate of Strome Susskind
Securities L.P., a NASD member firm ("SSS"), is the general partner of Strome
Partners, L.P. and the investment advisor of Strome Offshore Limited. SSIM will
receive a fee of $150,000 from the Company for consulting and advisory services
in connection with the initial public offering. Messrs. Susskind and Lambert,
directors of the Company, are shareholders, directors and officers of each of
the corporate general partners of SSS and SSIM, are limited partners of SSS and
SSIM and directors of Strome Offshore Limited. See "Management -- Directors and
Executive Officers," and see "Management -- Compensation Committee Interlocks
and Insider Participation" and see "Certain Transactions -- Agreements with
Strome Partners, Strome Offshore Limited and Others."

In view of the foregoing, the offering of the Common Stock will be
conducted in accordance with Schedule E of the Bylaws ("Schedule E") of the
National Association of Securities Dealers, Inc. Consequently, the initial
public offering price of the Common Stock can be no higher than that recommended
by a "qualified independent underwriter" meeting certain standards. In
accordance with Schedule E, Montgomery Securities will assume the responsibility
of acting as a "qualified independent underwriter" in conducting due diligence
and recommending an initial offering price in compliance with the requirements
of Schedule E. In addition, the Representatives have informed the Company that
the Underwriters do not intend to confirm sales to any account over which they
exercise discretionary authority.

LEGAL MATTERS

The legality of the Common Stock offered hereby is being passed upon for
the Company by Sheppard, Mullin, Richter & Hampton LLP, whose address is 501
West Broadway, Suite 1900, San Diego, California 92101. Certain legal matters in
connection with the sale of the Common Stock offered hereby will be passed upon
for the Underwriters by Manatt, Phelps & Phillips, LLP, whose address is 11355
West Olympic Boulevard, Los Angeles, California 90064.

EXPERTS

The Consolidated Financial Statements of the Company as of December 31,
1995, and December 31, 1994, and for the year ended December 31, 1995, and for
the six-month transition period ended December 31, 1994, and for the period from
July 15, 1993 (the inception of the Company) through June 30, 1994, have been
included herein and in the Registration Statement in reliance upon the report of
KPMG Peat Marwick LLP, independent auditors, appearing elsewhere herein, and
upon the authority of said firm as experts in accounting and auditing.

AVAILABLE INFORMATION

The Company has filed with the Securities and Exchange Commission (the
"SEC") a registration statement (as amended, the "Registration Statement") under
the Securities Act with respect to the securities offered by this Prospectus.
This Prospectus, which constitutes a part of the Registration Statement, does
not contain all the information set forth in the Registration Statement. For
further information with respect to the Company and the securities offered
hereby, reference is made to the Registration Statement and to the exhibits and
schedules filed therewith, which may be inspected without charge (and copies of
the material contained therein may be obtained from the SEC upon payment of
applicable copying charges) at the public reference facilities maintained by the
SEC at 450 Fifth Street, N.W., Washington, D.C. 20549 and at the following
regional addresses: Los Angeles Regional Office, 3600 Wilshire Boulevard, Suite
100-J, Los Ange-

55
<PAGE> 58

les, California 90010; Chicago Regional Office, 500 West Madison, Suite 1400,
Chicago, Illinois 60661; and New York Regional Office, 7 World Trade Center,
Suite 1300, New York, New York 10048.

Statements contained in this Prospectus as to the contents of any contract
or other document referred to are not necessarily complete, and in each instance
reference is made to the copy of such contract or other document filed as an
exhibit to the Registration Statement, each such statement being qualified in
all respects by such reference.

56
<PAGE> 59

INDEPENDENT AUDITORS' REPORT

The Board of Directors and Shareholders
ACC Consumer Finance Corporation:

We have audited the accompanying consolidated balance sheets of ACC
Consumer Finance Corporation and subsidiaries (the Company) as of December 31,
1995 and 1994, and the related consolidated statements of operations,
shareholders' equity and cash flows for the year ended December 31, 1995, the
six-month transition period ended December 31, 1994 and the period from July 15,
1993 (inception) to June 30, 1994. These consolidated financial statements are
the responsibility of the Company's management. Our responsibility is to express
an opinion on these consolidated financial statements based on our audits.

We conducted our audits in accordance with generally accepted auditing
standards. Those standards require that we plan and perform the audit to obtain
reasonable assurance about whether the financial statements are free of material
misstatement. An audit includes examining, on a test basis, evidence supporting
the amounts and disclosures in the financial statements. An audit also includes
assessing the accounting principles used and significant estimates made by
management, as well as evaluating the overall financial statement presentation.
We believe that our audits provide a reasonable basis for our opinion.

In our opinion, the consolidated financial statements referred to above
present fairly, in all material respects, the financial position of ACC Consumer
Finance Corporation and subsidiaries as of December 31, 1995 and 1994, and the
results of their operations and their cash flows for the year ended December 31,
1995, the six-month transition period ended December 31, 1994 and the period
from July 15, 1993 (inception) to June 30, 1994, in conformity with generally
accepted accounting principles.

San Diego, California KPMG Peat Marwick LLP
April 15, 1996

F-1
<PAGE> 60

ACC CONSUMER FINANCE CORPORATION

CONSOLIDATED BALANCE SHEETS

<TABLE>
<CAPTION>
DEC. 31, DEC. 31,
1995 1994
PRO FORMA MARCH 31, ----------- -----------
SHAREHOLDERS' 1996
EQUITY ------------
MARCH 31,
1996 (UNAUDITED)
-------------
(UNAUDITED)
<S> <C> <C> <C> <C>
ASSETS
Cash and Cash Equivalents.......................... $ 41,791 $ 120,672 $ 143,833
Restricted Cash(2)................................. 1,041,228 1,032,683 1,918,915
Credit Enhancement Cash Reserve(2)................. 5,008,118 4,052,524 --
Installment Contracts Held for Sale, net(3)........ 24,144,119 28,187,778 --
Installment Contracts Held for Investment,
net(4)........................................... 190,199 509,388 38,613,239
Interest Receivable................................ 316,541 386,673 579,569
Asset-Backed Securities(5 and 10).................. 5,125,360 3,910,080 --
Excess Servicing Receivables(6 and 10)............. 7,731,858 5,590,878 --
Accounts Receivable(7)............................. 4,461,909 1,423,112 115,769
Fixed Assets, net(8)............................... 866,412 842,016 490,220
Repossessed Vehicles............................... 226,500 211,619 196,225
Prepaid Expenses................................... 621,790 427,456 73,404
Other Assets....................................... 316,638 214,059 200,344
---------- ---------- ----------
Total Assets................................ $ 50,092,463 $46,908,938 $42,331,518
========== ========== ==========
LIABILITIES AND SHAREHOLDERS' EQUITY
Repurchase Facility, net(9)........................ $ 25,945,197 $29,708,252 $40,492,594
Amount Due to Bank................................. 2,567,135 1,537,290 289,932
Other Borrowings(10)............................... 10,049,317 7,439,597 --
Tax Liability(14).................................. 671,783 123,909 --
Lease Liability(13)................................ 474,846 519,486 205,919
Accounts Payable and Accrued Liabilities........... 2,310,840 1,295,604 445,300
---------- ---------- ----------
Total Liabilities........................... 42,019,118 40,624,138 41,433,745
Redeemable Preferred Stock, $.001 par value,
Authorized 2,000,000 Shares (1, 11 and 18)
Series A -- 162,831, 162,831 and 127,537 shares
issued and outstanding at March 31, 1996
(unaudited), December 31, 1995, and December 31,
1994, respectively
Series B -- 11,538, 11,538 and 0 shares issued and
outstanding at March 31, 1996 (unaudited),
December 31, 1995, and December 31, 1994,
respectively
Series C -- 7,913 shares issued and outstanding at
March 31, 1996 (unaudited)....................... 7,280,044 6,279,049 4,358,377
Shareholders' Equity (1 and 18)......................
Common Stock, $.001 par value, Authorized
18,000,000 Shares, 2,099,992 Shares Issued and
Outstanding...................................... 6,292 2,100 2,100 2,100
Additional Paid-in Capital........................... 7,393,316 117,464 117,464 117,464
Accumulated Earnings/(Deficit)....................... 150,304 673,737 (113,813) (3,580,168)
---------- ---------- ---------- ----------
Total Shareholders' Equity.................. 7,549,912 793,301 5,751 (3,460,604)
Commitments and Contingencies (13)
Total Liabilities and Shareholders'
Equity.................................... $ 50,092,463 $46,908,938 $42,331,518
========== ========== ==========
</TABLE>

See accompanying notes to consolidated financial statements.

F-2
<PAGE> 61

ACC CONSUMER FINANCE CORPORATION

CONSOLIDATED STATEMENTS OF OPERATIONS

<TABLE>
<CAPTION>
JULY 15,
SIX-MONTH 1993
YEAR TRANSITION (INCEPTION)
THREE MONTHS ENDED ENDED PERIOD ENDED THROUGH
MARCH 31, DEC. 31, DEC. 31, JUNE 30,
------------------------- 1995 1994 1994
1995 ----------- ------------ -----------
-----------
1996 (UNAUDITED)
-----------
(UNAUDITED)
<S> <C> <C> <C> <C> <C>
INTEREST INCOME
Interest Income................ $ 2,024,393 $ 2,460,902 $ 7,531,690 $ 3,496,763 $ 811,516
Interest Expense............... (1,092,925) (1,173,854) (4,199,336) (1,308,920) (205,339)
----------- ----------- ----------- ----------- -----------
Net Interest Income.... 931,468 1,287,048 3,332,354 2,187,843 606,177
CONTRACT LOSSES
Provision for Contract
Losses (4).................. (148,863) (221,725) (673,802) (902,361) (592,325)
----------- ----------- ----------- ----------- -----------
Net Interest Income after
Provision for Contract
Losses.................... 782,605 1,065,323 2,658,552 1,285,482 13,852
OTHER INCOME
Servicing and Ancillary Fees
(3 and 6)................... 848,879 30,743 1,757,257 28,237 6,653
Litigation Settlement Income... -- -- -- 325,000 --
Gain on Sale of Contracts
(3 and 6)................... 2,901,586 -- 8,056,136 -- --
----------- ----------- ----------- ----------- -----------
Total Other Income..... 3,750,465 30,743 9,813,393 353,237 6,653
----------- ----------- ----------- ----------- -----------
Total Income........... 4,533,070 1,096,066 12,471,945 1,638,719 20,505
EXPENSES
Personnel...................... 1,853,738 983,552 5,280,161 1,691,212 1,924,588
General and Administrative..... 748,555 450,807 2,449,217 701,366 493,056
Servicing...................... 380,906 51,989 408,231 56,299 --
Occupancy and Equipment........ 92,701 74,939 372,254 101,333 100,779
Depreciation and
Amortization................ 99,620 53,311 286,727 80,715 90,044
----------- ----------- ----------- ----------- -----------
Total Expenses.............. 3,175,520 1,614,598 8,796,590 2,630,925 2,608,467
Income (Loss) Before
Taxes..................... 1,357,550 (518,532) 3,675,355 (992,206) (2,587,962)
Income Tax Expense(14)...... 570,000 -- 209,000 -- --
----------- ----------- ----------- ----------- -----------
Net Income (Loss)........... $ 787,550 $ (518,532) $ 3,466,355 $ (992,206) $(2,587,962)
=========== =========== =========== =========== ===========
Preferred Stock Dividends(11).... $ 72,720 $ 42,674 $ 215,419 $ 82,621 $ 152,673
----------- ----------- ----------- ----------- -----------
Net Income (Loss) Available to
Common Shareholders............ $ 714,830 $ (561,206) $ 3,250,936 $ (1,074,827) $(2,740,635)
=========== =========== =========== =========== ===========
</TABLE>

See accompanying notes to consolidated financial statements.

F-3
<PAGE> 62

ACC CONSUMER FINANCE CORPORATION

CONSOLIDATED STATEMENTS OF OPERATIONS -- (CONTINUED)

<TABLE>
<CAPTION>
YEAR ENDED
DECEMBER 31, 1995
THREE MONTHS ENDED -----------------
MARCH 31, 1996
------------------
(UNAUDITED)
<S> <C> <C>
Pro Forma Net Income per Common Share and Common Share
Equivalent (1 and 18)
Primary................................................. $.13 $.62
Fully Diluted........................................... .13 .55
Shares Used in Computing Pro Forma Net Income Per Common
Share and Common Share Equivalent (1 and 18)
Primary................................................. 6,292,478 5,624,305
Fully Diluted........................................... 6,292,478 6,292,478
Supplementary Net Income per Common Share and Common Share
Equivalent (19)
Primary................................................. $.14 $.67
Fully Diluted........................................... .14 .62
Shares Used in Computing Supplementary Net Income Per
Common Share and Common Share Equivalent (19)
Primary................................................. 7,992,478 7,324,305
Fully Diluted........................................... 7,992,478 7,992,478
</TABLE>

See accompanying notes to consolidated financial statements.

F-4
<PAGE> 63

ACC CONSUMER FINANCE CORPORATION
CONSOLIDATED STATEMENTS OF SHAREHOLDERS' EQUITY

<TABLE>
<CAPTION>
NOTES
COMMON STOCK ADDITIONAL RECEIVABLE
------------------ PAID-IN ACCUMULATED FROM
SHARES AMOUNT CAPITAL (DEFICIT)/EARNINGS SHAREHOLDERS TOTAL
--------- ------ ---------- ------------------ ------------ -----------
<S> <C> <C> <C> <C> <C> <C>
Balance at July 15, 1993
(Inception)................ -- $ -- $ -- $ -- $ -- $ --
Issuance of Common
Stock................. 2,099,992 2,100 117,464 -- -- 119,564
Net Loss................. -- -- -- (2,587,962) -- (2,587,962)
Issuance of Notes
Receivable from
Shareholders.......... -- -- -- -- (33,628) (33,628)
--------- ------ -------- -------- -------- ----------
Balance at June 30, 1994... 2,099,992 2,100 117,464 (2,587,962) (33,628) (2,502,026)
Payment on Notes
Receivable from
Shareholders.......... -- -- -- -- 33,628 33,628
Net Loss................. -- -- -- (992,206) -- (992,206)
--------- ------ -------- -------- -------- ----------
Balance at December 31,
1994..................... 2,099,992 2,100 117,464 (3,580,168) -- (3,460,604)
Net Income............... -- -- -- 3,466,355 -- 3,466,355
--------- ------ -------- -------- -------- ----------
Balance at December 31,
1995..................... 2,099,992 2,100 117,464 (113,813) -- 5,751
Net Income (unaudited)... -- -- -- 787,550 -- 787,550
--------- ------ -------- -------- -------- ----------
Balance at March 31, 1996
(unaudited).............. 2,099,992 $2,100 $ 117,464 $ 673,737 $ -- $ 793,301
========= ====== ======== ======== ======== ==========
</TABLE>

See accompanying notes to consolidated financial statements.

F-5
<PAGE> 64

ACC CONSUMER FINANCE CORPORATION

CONSOLIDATED STATEMENTS OF CASH FLOWS

<TABLE>
<CAPTION>
THREE MONTHS ENDED MARCH JULY 15,
SIX-MONTH 1993
TRANSITION (INCEPTION)
31, YEAR ENDED PERIOD ENDED THROUGH
-------------------------- DEC. 31, DEC. 31, JUNE 30,
1995 1995 1994 1994
------------ ------------ ------------ ------------
1996 (UNAUDITED)
-----------
(UNAUDITED)
<S> <C> <C> <C> <C> <C>
CASH FLOWS FROM OPERATING ACTIVITIES
Net Income (Loss).................. $ 787,550 $ (518,532) $ 3,466,355 $ (992,206) $ (2,587,962)
Adjustments to reconcile net income
(loss) to net cash used in
operating activities:
Gain on Sale of Contracts....... (2,901,586) -- (8,056,136) -- --
Amortization and Depreciation... 886,784 83,287 2,382,908 (289,041) 26,548
Provision for Contract Losses... 148,863 221,725 673,802 902,361 592,325
Provision for Deferred Income
Taxes, net.................... -- -- 174,000 -- --
Net Cash Deposited into
Restricted Accounts........... (964,139) (887,294) (3,166,292) (1,245,225) (673,689)
Net Deferred Fees............... (143,668) 17,171 572,709 (88,685) (77,363)
Changes in operating assets:
Net Decrease (Increase) in
Contracts Held for Sale....... 2,389,927 (13,926,426) 5,435,470 -- --
Interest Receivable............. 70,132 (99,584) 192,896 (402,845) (176,723)
Accounts Receivable............. (3,038,797) (344,599) (1,307,343) 357,338 (473,107)
Other Assets.................... (110,022) (5,220) (43,144) (52,468) (177,177)
Prepaid Expenses................ (194,334) (3,981) (354,052) (60,234) (13,170)
----------- ------------ ----------- ------------ ------------
Changes in operating liabilities:
Net Increase in Accounts Payable
and Other Liabilities......... 1,563,110 6,971 800,213 282,653 162,647
----------- ------------ ----------- ------------ ------------
Net cash (used in) provided by
operating activities.......... (1,506,180) (15,456,482) 771,386 (1,588,352) (3,397,671)
CASH FLOWS FROM INVESTING ACTIVITIES
Increase in Contracts Held for
Investment...................... (272,519) (1,615,886) (2,617,056) (24,524,573) (15,375,670)
Principal Paydowns of Asset-Backed
Securities...................... 468,562 -- 710,880 -- --
Fees for Arranging Repurchase
Facility........................ -- -- -- -- (360,000)
Proceeds from Liquidation of
Repossessed Vehicles............ 545,950.... 444,025 1,706,800 244,000 --
Purchases of Fixed Assets.......... (116,574) (140,704) (609,094) (224,762) (399,750)
----------- ------------ ----------- ------------ ------------
Net cash provided by (used in)
investing activities.......... $ 625,419 $ (1,312,565) $ (808,470) $(24,505,335) $(16,135,420)
</TABLE>

See accompanying notes to consolidated financial statements.

F-6
<PAGE> 65

ACC CONSUMER FINANCE CORPORATION

CONSOLIDATED STATEMENTS OF CASH FLOWS -- (CONTINUED)

<TABLE>
<CAPTION>
JULY 15,
SIX-MONTH 1993
TRANSITION (INCEPTION)
THREE MONTHS ENDED MARCH 31, YEAR ENDED PERIOD ENDED THROUGH
-------------------------- DEC. 31, DEC. 31, JUNE 30,
1996 1995 1995 1994 1994
----------- ------------ ------------ ------------ ------------
(UNAUDITED) (UNAUDITED)
<S> <C> <C> <C> <C> <C>
CASH FLOWS FROM FINANCING ACTIVITIES
Net Increase in Repurchase
Facility........................... $(3,794,040) $ 15,795,559 $(10,907,271) $ 25,476,742 $ 15,448,076
Increase in Other Borrowings......... 3,143,172 -- 9,939,597 -- --
Repayment of Other
Borrowings......................... (533,452) -- (2,500,000) -- --
Net Increase in Capital Leases....... (44,640) 90,796 313,567 205,919 --
Amount Due to Bank................... 1,029,845 535,106 1,247,358 232,780 57,153
Payment on Notes Receivable from
Shareholders....................... -- -- -- 33,628 --
Issuance of Common Stock............. -- -- -- -- 85,936
Issuance of Preferred Stock.......... 1,000,995 749,970 1,920,672 249,977 3,980,400
----------- ------------ ----------- ------------ ------------
Net cash provided by financing
activities...................... 801,880 17,171,431 13,923 26,199,046 19,571,565
(Decrease) Increase in cash and cash
equivalents........................ (78,881) 402,384 (23,161) 105,359 38,474
Cash and cash equivalents at
beginning of period................ 120,672 143,833 143,833 38,474 --
----------- ------------ ----------- ------------ ------------
Cash and cash equivalents at end of
period............................. $ 41,791 $ 546,217 $ 120,672 $ 143,833 $ 38,474
=========== ============ =========== ============ ============
SUPPLEMENTAL DISCLOSURE
Interest Paid........................ $ 856,377 $ 1,043,222 $ 4,073,177 $ 1,038,586 $ 97,839
Non-cash Issuance of Common Stock in
Exchange for Notes Receivable...... $ -- $ -- $ -- $ -- $ 33,628
Non-cash Issuance of Warrants in
Conjunction with Repurchase
Facility........................... $ -- $ -- $ -- $ -- $ 128,000
Transfers of Contracts Held for Sale
to Asset-Backed Securities......... $ 1,613,000 $ -- $ 4,484,392 $ -- $ --
Transfers of Contracts Held for
Investment to Repossessed
Vehicles........................... $ 560,831 $ 515,993 $ 1,722,194 $ 440,225 $ --
Transfers of Contracts Held for
Investment to Contracts Held for
Sale............................... $ 1,040,695 $ 40,907,980 $ 40,907,980 $ -- $ --
Transfers of Contracts Held for Sale
to Contracts Held for Investment... $ 1,150,831 $ 1,942,993 $ 2,762,889 $ -- $ --
</TABLE>

See accompanying notes to consolidated financial statements.

F-7
<PAGE> 66

ACC CONSUMER FINANCE CORPORATION

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
FOR THE THREE MONTHS ENDED MARCH 31, 1996 AND 1995 (UNAUDITED), AND
THE YEAR ENDED DECEMBER 31, 1995,
AND THE SIX-MONTH TRANSITION PERIOD ENDED DECEMBER 31, 1994
AND THE PERIOD FROM JULY 15, 1993 (INCEPTION) TO JUNE 30, 1994

(1) NATURE OF BUSINESS AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

(a) Nature of Business

ACC Consumer Finance Corporation (ACC) initiated business in California on
July 15, 1993, under the name American Credit Corporation. The Company changed
its name in October 1995 and was reincorporated in Delaware in November 1995.
ACC and its wholly-owned subsidiaries, OFL-A Receivables Corp. (OFL-A) and ACC
Receivables Corp. (Receivables) (collectively, the Company), engage primarily in
the business of purchasing, selling and servicing automobile installment sale
contracts (the Contracts). The Company specializes in Contracts with borrowers
who generally would not qualify for traditional financing, such as that provided
by commercial banks or captive finance companies of automobile manufacturers.
The Company purchases Contracts directly from automobile dealers, with the
intent to resell them to institutional investors in the form of securities
backed by the Contracts.

The Company conducts its activities through three legal entities. The
Company's operations (underwriting and Contract servicing) are conducted by ACC.
The Contracts are purchased and held until sale by OFL-A, which is a special
purpose financing corporation. Upon sale, the Contracts are concurrently
transferred from OFL-A to ACC, from ACC to Receivables, and then from
Receivables to a trust. Receivables retains subordinated asset-backed securities
(Subordinated Securities) and excess servicing receivables (ESRs) in the
securitization transactions.

(b) Principles of Consolidation

The consolidated financial statements include the accounts of ACC, OFL-A
and Receivables. All significant intercompany accounts and transactions have
been eliminated in consolidation.

On January 23, 1996, the Board of Directors approved a change in year end
for federal and state taxes and for financial statement reporting from June 30
to December 31. The change for financial reporting purposes was effective as of
January 1, 1995.

(d) Installment Contracts Held For Sale

The Contracts are acquired from automobile dealers. The Contracts provide
for interest of approximately 20%. Each Contract provides for full amortization,
equal monthly payments and can be fully prepaid by the borrower at any time.

The Contracts are purchased at a discount and are recorded net of the
discount. The Company also recognizes the interest accrued on Contracts through
the date of purchase as an addition to the discount. Nonrefundable fees and
related direct costs are deferred and netted against the Contract balances.

The Company has purchased the Contracts with the intent to resell them in
the future. Contracts held for sale are stated at the lower of aggregate cost or
market value.

The Contracts are financed under the terms of a repurchase agreement
(Repurchase Agreement) and are accounted for as a financing of the Contracts.
Under the terms of the agreement, the Company maintains the essential elements
of ownership of the Contracts, particularly credit risk and interest rate risk.

F-8
<PAGE> 67

ACC CONSUMER FINANCE CORPORATION

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS -- (CONTINUED)

(e) Installment Contracts Held for Investment

Since January 1, 1995, all Contracts have been purchased with the intent to
be sold in asset-backed securities. Contracts that are identified as ineligible
during the securitization process (primarily due to their payment history) are
transferred to Contracts held for investment until such time that the deficiency
has been resolved. These Contracts are transferred to held for investment at the
lower of cost or market value and are accounted for net of an allowance for
losses, as determined by historical loss experience and current delinquency
levels. Effective January 1, 1995, concurrent with management's intent to sell
the Contracts, amortization of the purchase discount and net deferred fees was
discontinued.

(f) Allowance for Contract Losses

The allowance for Contract losses is maintained at a level deemed by
management to be adequate to provide for the inherent risks in the Contracts
held for investment. Management considers past loss experience and delinquency
levels in determining the adequacy of the allowance for credit losses.

The Company's policy is to charge-off the principal balance of all
Contracts which are 120 or more days delinquent, except Contracts which are
involved in bankruptcies which are charged-off at 210 or more days delinquent.
In addition, the Company charges off Contracts prior to becoming 120 or 210 days
delinquent if management has knowledge of specific circumstances that impair the
collectibility of the outstanding balances. The Company maintains general loss
allowances for the Contracts held for investment.

(g) Excess Servicing Receivables

The Company has created ESRs as a result of the sale of Contracts in the
ACC Auto Grantor Trust 1995-A (the 1995-A Transaction), the ACC Auto Grantor
Trust 1995-B (the 1995-B Transaction) and the ACC Auto Grantor Trust 1996-A (the
1996-A Transaction) (unaudited). ESRs are determined by computing the present
value of the excess of the weighted average coupon on the Contracts sold
(ranging from 19.77% to 20.29%) over the sum of: (i) the coupon on the senior
bonds (ranging from 5.95% to 6.70%), (ii) a base servicing fee paid to the
Company (ranging from 3.00% to 3.15%) and (iii) the charge-offs expected to be
incurred on the portfolio of Contracts sold. For purposes of the projection of
the excess servicing cash flows, the Company assumes that annual charge-offs
(including accrued interest) will approximate 7% during the early peak loss
periods and 5% to 6% as the portfolio becomes more seasoned. Further, the
Company uses an estimated average Contract life of 1.5 to 1.7 years. The cash
flows expected to be received by the Company, before expected losses, are then
discounted at a market interest rate that the Company believes an unaffiliated
third-party purchaser would require as a rate of return on such a financial
instrument. Expected losses are discounted using a rate equivalent to the
risk-free rate which is equivalent to the rate earned on securities rated AAA or
better with a duration similar to the duration estimated for the underlying
Contracts. This results in an effective overall discount rate of approximately
15%. The excess servicing cash flows are only available to the Company to the
extent that there is no impairment of the credit enhancements established at the
time the Contracts are sold. ESRs are amortized using the interest method and
are offset against servicing and ancillary fees. To the extent that the actual
future performance results are different from the excess cash flows the Company
estimated, the Company's ESRs will be adjusted quarterly with corresponding
adjustments made to income in that period. The carrying value of the ESRs is
subject to the provisions of the Emerging Issues Task Force (EITF) 88-11 which
states that an enterprise that sells the right to receive the interest payments,
the principal payments, or a portion of either or both, relating to a loan
should allocate the recorded investment in that loan between the portion of the
loan sold and the portion retained based on the relative fair values of those
portions.

F-9
<PAGE> 68

ACC CONSUMER FINANCE CORPORATION

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS -- (CONTINUED)

(h) Asset-Backed Securities

In accordance with SFAS No. 115, "Accounting for Certain Investments in
Debt and Equity Securities" (Statement 115), management determines the
appropriate classification of securities at the time of purchase. If management
has the intent and the Company has the ability at the time of purchase to hold
securities until maturity, they are classified as held-to-maturity. Asset-backed
securities held to maturity are stated at estimated fair value at the time of
securitization adjusted for the amortization of premiums and accretion of
discounts over the maturity of the related security. These asset-backed
securities have contractual terms to maturity, but require periodic payments to
reduce principal. In addition, expected maturities will differ from contractual
maturities because borrowers have the right to prepay the underlying installment
contracts. Effective July 1, 1994, the Company adopted Statement 115. The
carrying value of the asset-backed securities is subject to the provisions of
the EITF 88-11 and are recorded net of a discount, which is amortized using the
interest method.

(i) Net Gain on Sale

Each issuance of an asset-backed security results in the recognition of a
"net gain on sale of contracts" on the Company's consolidated statement of
operations for the period in which the sale was made. These gains are recognized
to the extent that the net proceeds from the sale are greater than the relative
fair value of the Contracts sold. This gain is subject to the provisions of EITF
that states that any gain recognized when a portion of a loan is sold should not
exceed the gain that would be recognized if the entire loan were sold.

(j) Repossessed Vehicles

Vehicles acquired from non-payment of indebtedness are recorded at the
lower of the estimated fair market value or the outstanding Contract balance.
Such assets are generally sold within 60 days and any difference between the
sales price, net of expenses, and the carrying amount is treated as a charge-off
or recovery. In addition, the Company recognizes claims submitted pursuant to a
vendor single interest policy as accounts receivables.

(k) Fixed Assets

Furniture, fixtures and equipment are initially recorded at cost.
Depreciation is computed using the straight-line method over the estimated
useful lives of the assets (six months to five years).

(l) Organizational Expenses

The Company incurred expenses in connection with the organization of the
business. These expenses were capitalized and are amortized on a straight-line
basis over a five-year period.

(m) Repurchase Facility Fees

The Company incurred fees of $488,000 in connection with the Repurchase
Facility. These fees reflected cash payments made and the estimated value of
Preferred Stock warrants issued in conjunction with the Repurchase Facility. The
Repurchase Facility costs have been deferred and are amortized over the
five-year term of the Repurchase Facility as an adjustment to interest expense.

(n) Servicing and Ancillary Fees

Servicing fees are reported as income when earned, net of related
amortization of excess servicing.

The Company has the right to collect late payment fees and non-sufficient
funds fees from borrowers. In addition, the Company from time to time incurs
collection costs in connection with delinquent accounts. Ancillary fees are
accounted for on a cash basis. Collection expenditures are recorded as expenses
in the

F-10
<PAGE> 69

ACC CONSUMER FINANCE CORPORATION

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS -- (CONTINUED)

period incurred. Any reimbursements of collection costs are recognized as an
expense recovery in the period that the proceeds are received.

(o) Reclassification

Certain amounts for the prior period have been reclassified to conform to
the 1995 presentation.

(p) Income Taxes

The Company files consolidated federal income and combined state franchise
tax returns on a fiscal year basis through June 30, 1995, and on a calendar
basis thereafter. The Company accounts for income taxes in accordance with SFAS
No. 109 (Statement 109). Under the asset and liability method of Statement 109,
deferred income taxes are recognized based on future tax consequences due to
differences between (i) the financial statement carrying amounts of existing
assets and liabilities and (ii) their respective tax bases. Deferred tax assets
and liabilities are measured using tax rates expected to apply to taxable income
in the years in which those temporary differences are expected to be recovered
or settled. Under Statement 109, the effect on deferred taxes of a change in tax
rates is recognized in income in the period that includes the enactment date.

An effective tax rate of 42% was used in determining the income tax expense
for the three months ended March 31, 1996 (unaudited).

(q) Cash and Cash Equivalents

For purposes of the consolidated financial statements, cash and cash
equivalents include highly liquid debt and investment instruments with an
original maturity of three months or less.

(r) Hedging

The Company enters into forward contracts as hedges relating to the
Contract portfolio. These financial instruments are designed to minimize
exposure and reduce risk from interest rate fluctuations. Gains and losses on
forward contracts are deferred and recognized as adjustments to the basis of the
Contracts until such time that the Contracts are sold. Such amounts are realized
upon the sale of Contracts that are hedged.

(s) Net Income Per Share

Due to the significant changes in the capital structure of the Company upon
the closing of the initial public offering as discussed in Note 18, historical
net income (loss) per share is not presented. Pro forma net income per share is
computed using the weighted average number of shares of Common Stock outstanding
and common equivalent shares, unless the effect of common stock equivalents are
anti-dilutive. However, pursuant to Securities and Exchange Commission Staff
Accounting Bulletins, Common Stock and common equivalent shares issued during
the twelve-month period prior to the offering have been included in the
calculation as if they were outstanding for all periods presented, even if
anti-dilutive.

(t) Use of Estimates

Management of the Company has made a number of estimates and assumptions
relating to the reporting of assets and liabilities to prepare these
consolidated financial statements in conformity with generally accepted
accounting principals. Actual results could differ from those estimates.

F-11
<PAGE> 70

ACC CONSUMER FINANCE CORPORATION

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS -- (CONTINUED)

(2) RESTRICTED CASH AND CREDIT ENHANCEMENT CASH RESERVE

With regard to Contracts owned, the Company is required to deposit all
borrower payments, Contract liquidation proceeds and certain other receipts into
restricted bank accounts under the control of a custodian. These accounts are
owned by the Company, but funds may only be released by the custodian under the
terms of the Repurchase Facility. Generally, the funds will be released only
upon the repurchase and sale of the Contracts. As of March 31, 1996 (unaudited),
December 31, 1995, and December 31, 1994, $1.0 million, $1.0 million and $1.9
million was held in the restricted bank accounts, respectively.

The Company is a party to an agreement in connection with the sale of
Contracts in asset-backed securities. The terms of the agreement provide that
simultaneous with each sale of certificates to investors, the Company makes a
cash contribution, as a credit enhancement, to a spread account under the
control of a trustee. Subsequent to the sale, cash received from the ESRs and
Subordinated Securities is deposited into the spread account. The spread account
is owned by the Company, but funds will only be released by the trustee when
certain credit enhancement requirements are met. The agreement provides that the
amount of cash to be maintained in the spread account shall be at a specified
percentage of the principal balance of the senior bonds. As principal payments
are made to the bondholders, and if the pledged cash is in excess of the
specified percentage of the principal balance of the bonds, the trustee will
release the excess amount to the Company. As of March 31, 1996 (unaudited), and
December 31, 1995, $5.0 million and $4.1 million, respectively, of restricted
cash were invested in short-term instruments and are included in the credit
enhancement cash reserve on the consolidated balance sheets. There were no ESRs
as of December 31, 1994.

(3) INSTALLMENT CONTRACTS HELD FOR SALE

Installment Contracts held for sale are summarized as follows:

MARCH 31, 1996 DEC. 31, 1995
-------------- -------------
(UNAUDITED)
<S> <C> <C>
Principal Balance................................ $ 25,374,581 $ 29,517,717
Purchase Discount................................ (992,776) (1,161,892)
Net Deferred Fees................................ (257,071) (392,889)
Hedge Losses..................................... 19,385 224,842
------------ ------------
$ 24,144,119 $ 28,187,778
============ ============
</TABLE>

As of March 31, 1996 (unaudited), December 31, 1995, and December 31, 1994,
approximately $26 million, $31 million and $43 million, respectively, of the
Contracts, including some Contracts held for investment, have been sold to
Cargill Financial Services Corporation (Cargill) subject to the terms of the
Repurchase Facility. These Contracts are held by a custodian until such time
that they are repurchased. (See Notes 4 and 9.) There were no Contracts held for
sale as of December 31, 1994.

The Company maintains an ongoing hedging program to minimize the impact of
changing interest rates on the value of the Contracts. The Company hedges its
interest rate risk by selling forward Treasury notes with a remaining term of
approximately 1.5 years to 2.0 years. The duration of the Treasury notes is
comparable to the average duration of the Contracts. As of March 31, 1996
(unaudited), the Company had sold forward $5 million of Treasury notes for
delivery in April 1996. As of December 31, 1995, the Company had sold forward
$25 million of Treasury notes for delivery in January 1996. As of December 31,
1994, the Company had no forward sales outstanding.

The Company recognizes unrealized gains and losses on the hedging
transactions as an adjustment to the basis of the Contracts. Gains and losses
are recognized upon sale of the Contracts. The Company recognized $143,000 of
losses on the hedging program during the three months ended March 31, 1996
(unaudited). The Company recognized $927,000 of losses on the hedging program
during the year ended December 31, 1995.

F-12
<PAGE> 71

ACC CONSUMER FINANCE CORPORATION

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS -- (CONTINUED)

During the six-month transition period ended December 31, 1994, there were no
gains or losses from hedging transactions.

In addition to the Contracts owned by the Company, the Company serviced
$114 million and $87 million of Contracts as of March 31, 1996 (unaudited), and
December 31, 1995, respectively. As of December 31, 1994, the Company did not
service Contracts outside of those owned by the Company. The Company services
Contracts for borrowers residing in approximately 40 states, with the largest
concentrations of Contracts in California, Texas, Florida and Pennsylvania. An
economic slowdown or recession or a change in the regulatory or legal
environment in one or more of these states could have a material adverse effect
on the performance of the Company's existing servicing portfolio and on its
Contract purchases.

During the three months ended March 31, 1996 (unaudited), and the fiscal
year ended December 31, 1995, the Company sold $36 million and $101 million,
respectively, of Contracts in connection with the securitization transactions.
For the same periods, the Company recognized gains associated with these
securitizations of $2.9 million (unaudited) and $8.1 million, respectively. No
Contracts were sold in the six-month transition period ended December 31, 1994.

Contract packages are submitted to the Company for funding by automobile
dealers. The Company evaluates each customer's creditworthiness on a
case-by-case basis. As of March 31, 1996 (unaudited), and December 31, 1995,
Contract packages representing $3.6 million and $2.1 million, respectively, were
submitted to the Company for funding.

(4) INSTALLMENT CONTRACTS HELD FOR INVESTMENT

Contracts held for investment represent Contracts that are ineligible for
sale primarily due to their delinquent status or represent Contracts which
management had no present intention to sell. The held for investment Contracts
are also subject to the terms of the Repurchase Facility and are held by a
custodian until they are repurchased. The Contracts held for investment are
comprised of the following:

MARCH 31, DEC. 31, DEC. 31,
1996 1995 1994
--------- -------- --------
(UNAUDITED)
<S> <C> <C> <C>
Principal Balance.............................. $ 590,000 $1,040,695 $42,649,366
Purchase Discount.............................. (22,871) (40,727) (3,021,171)
Net Deferred Fees.............................. (5,922) (13,772) 166,048
Allowance for Contract Losses.................. (371,008) (476,808) (1,181,004)
--------- ---------- -----------
$ 190,199 $ 509,388 $38,613,239
========= ========== ===========
</TABLE>

The Company maintains an allowance for Contract losses based on the
outstanding principal balance of Contracts held for investment. A summary of the
activity in the allowance for Contract losses is as follows:

SIX-MONTH
THREE MONTHS TRANSITION
ENDED MARCH 31, YEAR ENDED PERIOD ENDED YEAR ENDED
------------------------- DEC. 31, DEC. 31, JUNE 30,
1996 1995 1995 1994 1994
----------- ----------- ---------- ------------ ----------
(UNAUDITED) (UNAUDITED)
<S> <C> <C> <C> <C> <C>
Beginning Balance..................... $ 476,808 $1,181,004 $1,181,004 $ 580,462 $ --
Provision........................... 148,863 221,725 673,802 902,361 592,325
Charge-offs......................... (347,503) (458,099) (1,435,224) (302,735) (11,863)
Recoveries.......................... 92,840 17,874 57,226 916 --
-------- ---------- ---------- ---------- --------
Ending Balance........................ $ 371,008 $ 962,504 $ 476,808 $1,181,004 $580,462
========= ========== ========== ========== ========
</TABLE>

F-13
<PAGE> 72

ACC CONSUMER FINANCE CORPORATION

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS -- (CONTINUED)

(5) ASSET-BACKED SECURITIES

In connection with the securitizations, the Company retained Subordinated
Securities representing 5% of the principal balance of the Contracts sold. The
Subordinated Securities from the 1995-A Transaction, the 1995-B Transaction and
the 1996-A Transaction have pass-through rates of 6.70%, 6.40% and 5.95%,
respectively. These securities have been valued at a discount to yield
approximately 14%, 13% and 12%, respectively. There were no Subordinated
Securities at December 31, 1994. The Subordinated Securities are as follows:

<TABLE>
<CAPTION>
MARCH 31, 1996 DECEMBER 31, 1995
----------------------- -----------------------
CARRYING FAIR CARRYING FAIR
VALUE VALUE VALUE VALUE
---------- ---------- ---------- ----------
<S> <C> <C> <C> <C>
ACC Auto Grantor Trust 1995-A (net of discount
of $159,973 and $192,094 at March 31, 1996,
(unaudited) and December 31, 1995,
respectively)................................. $1,595,057 $1,724,000 $1,804,770 $1,961,000
ACC Auto Grantor Trust 1995-B (net of discount
of $202,554 and $237,770 at March 31, 1996
(unaudited) and December 31, 1995,
respectively)................................. 1,937,163 2,093,000 2,105,310 2,290,000
ACC Auto Grantor Trust 1996-A (net of discount
of $199,465 at March 31, 1996 (unaudited)).... 1,593,140 1,761,000 -- --
---------- ---------- ---------- ----------
Total......................................... $5,125,360 $5,578,000 $3,910,080 $4,251,000
========== ========== ========== ==========
</TABLE>

(6) EXCESS SERVICING RECEIVABLES

A summary of the activity in ESRs is as follows:

THREE MONTHS
ENDED YEAR ENDED
MARCH 31, 1996 DEC. 31, 1995
-------------- -------------
(UNAUDITED)
<S> <C> <C>
Beginning Balance................................ $5,590,878 $ --
ACC Auto Grantor Trust 1995-A.................... -- 3,716,807
ACC Auto Grantor Trust 1995-B.................... -- 3,983,892
ACC Auto Grantor Trust 1996-A.................... 2,968,000 --
Amortization..................................... (827,020) (2,109,821)
---------- -----------
Ending Balance......................... $7,731,858 $ 5,590,878
========== ===========
</TABLE>

There were no ESRs at December 31, 1994.

(7) ACCOUNTS RECEIVABLE

As of March 31, 1996 (unaudited), December 31, 1995, and December 31, 1994,
the Company had approximately $3.4 million, $626,000 and $116,000, respectively,
due from Cargill for net Contracts funded by the Company which were delivered to
a custodian, but not yet funded through the Repurchase Facility.

F-14
<PAGE> 73

ACC CONSUMER FINANCE CORPORATION

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS -- (CONTINUED)

(8) FIXED ASSETS

Furniture, fixtures and equipment consisted of the following:

MARCH 31, DEC. 31, DEC. 31,
1996 1995 1994
---------- ---------- ---------
(UNAUDITED)
<S> <C> <C> <C>
Furniture, Fixtures & Equipment................ $ 746,862 $ 679,826 $ 330,281
Leasehold Improvements......................... 73,564 70,889 19,969
Computer Equipment............................. 529,754 482,891 274,262
---------- ---------- ---------
1,350,180 1,233,606 624,512
Less Accumulated Depreciation.................. (483,768) (391,590) (134,292)
---------- ---------- ---------
Net Fixed Assets............................... $ 866,412 $ 842,016 $ 490,220
========== ========== =========
</TABLE>

The Company has entered into lease arrangements with Cargill Leasing
Corporation, an affiliate of Cargill, for the sale and leaseback of certain of
its furniture and equipment. These leases are accounted for as capital leases.
The original cost of the equipment subject to the capital leases is $731,000.
(See Note 13.)

(9) REPURCHASE FACILITY

The Company has entered into a financing arrangement, the object of which
is to provide interim financing for the Contracts purchased. When the Contracts
are repurchased from Cargill, the Company is obligated to pay Cargill a
repurchase fee that is calculated as a percentage of the Contracts ranging from
2% to .5%, depending upon the cumulative amount of Contract sales.

The Repurchase Facility expires in July 1998. Under the terms of the
Repurchase Facility, the Company will sell Contracts to Cargill with an
agreement to repurchase the Contracts. The repurchase is intended to occur
concurrent with the sale of the Contracts. The Repurchase Facility requires
Contracts to be held by a custodian and requires the Company to deposit borrower
payments into restricted bank accounts. The Company is obligated to repurchase
Contracts in the event that: (i) the Contracts do not conform to the terms of
the Repurchase Facility, (ii) a breach of a representation or warranty has
occurred or (iii) the Company has defaulted under the terms of the Repurchase
Facility. In addition, the Repurchase Facility contains certain restrictive
covenants that include, without limitation, achieving specific Contract purchase
volumes. If these covenants are not met, a termination of the facility could
occur. As of March 31, 1996 (unaudited), December 31, 1995, and December 31,
1994, management believes the Company was in compliance with such covenants.

The Repurchase Facility balance is net of deferred costs of $279,000,
$310,000 and $432,000 as of March 31, 1996 (unaudited), December 31, 1995, and
December 31, 1994, respectively. Interest on the Repurchase Facility accrues at
a fixed margin (3.25% over the one-month LIBOR as of March 31, 1996 (unaudited),
and December 31, 1995 and 3.00% over the three-month LIBOR as of December 31,
1994). The relevant LIBOR was 5.437% as of March 31, 1996 (unaudited), 5.719% as
of December 31, 1995, and 6.812% as of December 31, 1994. In addition to funds
in the restricted cash accounts, advances on the Repurchase Facility were
secured by Contracts aggregating approximately $26 million, $31 million and $43
million as of March 31, 1996 (unaudited), December 31, 1995, and December 31,
1994, respectively. These amounts include $3.6 million, $642,000 and $122,000 of
gross Contracts which were delivered, but not yet funded by Cargill, as of March
31, 1996 (unaudited), December 31, 1995, and December 31, 1994, respectively.

F-15
<PAGE> 74

ACC CONSUMER FINANCE CORPORATION

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS -- (CONTINUED)

(10) OTHER BORROWINGS

In September 1995, the Company entered into a $10 million Subordinate
Certificate and Net Interest Margin Certificate Financing Facility Agreement
(NIM Facility) with Cargill, which is collateralized by the Subordinated
Securities and the ESRs. If the Company closes its initial public offering by
May 31, 1996, the facility will be increased to $15 million. The NIM Facility
and the Repurchase Facility have cross-default and cross-collateralization
clauses which state that the Company must be in compliance with all covenants
relating to both agreements at all times. As of March 31, 1996 (unaudited), the
Company has drawn approximately $10 million under this facility. As of December
31, 1995, the Company has drawn $7.4 million under this facility. The interest
rate on the NIM Facility is the one-month LIBOR, plus 7%. The Company also pays
an annual commitment fee of $100,000 (which will increase to $150,000 if the
facility increases to $15 million), which is payable in four quarterly
installments. The NIM Facility has a contractual maturity date of the second
anniversary of the closing date of the offering. Under the NIM Facility
Agreement, the following events, among others, constitute events of default: (i)
a material adverse change in the financial condition of OFL-A, the Company or
Receivables, (ii) a change in control of ACC, OFL-A or Receivables; (iii)
Moody's Investors Service, Inc. (Moody's) or Standard & Poor's Ratings Group
(S&P) shall have downgraded any asset-backed security of ACC other than as
result of the downgrading of FSA or other related surety company; (iv) in
connection with any structured finance transaction (including any subsequent
asset-backed security), the initial credit enhancement levels required to
achieve an overall "BBB" rating from either Moody's or S&P is equal to or
greater than nine percent of the aggregate unpaid principal balance of the
Contracts so financed; (v) Cargill, as sponsor, shall be obligated to make any
payments in respect of ACC Auto Grantor Trust 1995-A, 1995-B or 1996-A or any
other eligible transaction due to a default by the Company; (vi) the occurrence
of a collateral event with respect to Contracts financed under the Repurchase
Facility or in pool of Contracts securing any Subordinated Certificates or
excess servicing revenues pledged as collateral to Cargill under the NIM
Facility; (vii) the occurrence of valuation adjustments of an aggregate,
cumulative, amount of 20% or more of the Subordinated Certificates and ESRs
securing the NIM Facility; or (viii) an interest rate (equal to LIBOR plus seven
percent) that is equal to or greater than 18% for 30 or more consecutive days. A
collateral event means with respect to the Contracts securing the Repurchase
Facility or with respect to any pool of Contracts in an asset-backed security,
the occurrence of any of the following events during any monthly period: (i) a
trailing three-month annualized net charge-off rate equal to or greater than ten
percent; (ii) a trailing six-month annualized net charge-off rate equal to or
greater than nine percent, (iii) a trailing three-month delinquency rate equal
to or greater than nine percent; (iv) a trailing six-month delinquency rate
equal to or greater than eight percent; (v) a trailing three-month annualized
repossession rate equal to or greater than 14%; or (vi) a trailing six-month
annualized repossession rate equal to or greater than 13%.

The Company retired a bridge financing facility of $2.5 million (Bridge
Financing Facility) with proceeds of the NIM Facility. The Bridge Financing
Facility had an interest rate of 12% through December 5, 1995, and 25%
thereafter.

(11) REDEEMABLE PREFERRED STOCK

(a) Redeemable Preferred Stock

The holders of the Series A Preferred Stock are entitled to receive
cumulative dividends equal to 4% of the stated value of the shares ($33.17) when
and as declared by the Board of Directors. No dividends shall be declared or
paid prior to the earlier of: (i) July 15, 1998, (ii) 30 days following the
Company's initial public offering or (iii) a liquidation of the Company. As of
March 31, 1996 (unaudited), December 31, 1995, and December 31, 1994, $470,000,
$416,000 and $235,000, respectively, of dividends on Series A Preferred Stock
had accumulated. Upon liquidation, holders of the Series A Preferred Stock are
entitled to receive, in preference to any payment on the Common Stock, an amount
equal to the stated value of the shares, plus any accrued and unpaid dividends.
The Series A Preferred Stock is redeemable, at the option of the holder, five

F-16
<PAGE> 75

ACC CONSUMER FINANCE CORPORATION

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS -- (CONTINUED)

years from the date of issue at the stated value, plus accumulated dividends.
Subject to certain adjustments, each share of Series A Preferred Stock will
automatically convert into a share of Common Stock in the event of either (i)
the closing of a firm commitment underwritten public offering or (ii) the
written consent of the holders of more than 50% of the outstanding shares of
Series A Preferred Stock. Following the 23 for 1 stock split (see Note 18), each
share of outstanding Preferred Stock will be convertible into 23 shares of
Common Stock.

In March 1995, the Company issued Series B Preferred Stock. The holders of
the Series B Preferred Stock are entitled to receive cumulative dividends equal
to 6% of the stated value of the shares ($65.00) when and as declared by the
Board of Directors. No dividends shall be declared or paid until the earlier of:
(i) July 15, 1998, (ii) 30 days following the Company's initial public offering,
(iii) a liquidation of the Company or (iv) redemption of the Preferred Stock. As
of March 31, 1996 (unaudited), and December 31, 1995, $46,000 and $34,000,
respectively, of dividends on Series B Preferred Stock had accumulated. Upon
liquidation, holders of the Series B Preferred Stock are entitled to receive, in
preference to any payments on the Common Stock, an amount equal to the stated
value, plus accrued and unpaid dividends. The Series B Preferred Stock is
redeemable, at the option of the holder, two years from the issue at the stated
value, plus accumulated dividends. Subject to certain adjustments, each share of
Series B Preferred Stock will automatically convert into a share of Common Stock
in the event of either: (i) the closing of a firm commitment underwritten public
offering or (ii) the written consent of the holders of more than 50% of the
outstanding shares of Series B Preferred Stock. Following the 23 for 1 stock
split (see Note 18), each share of outstanding Preferred Stock will be
convertible into 23 shares of Common Stock.

In January 1996 (unaudited), the Company issued Series C Preferred Stock.
The holders of the Series C Preferred Stock are entitled to receive cumulative
dividends equal to 4% of the stated value of the shares ($126.50) when and as
declared by the Board of Directors. No dividends shall be declared or paid prior
to the earlier of: (i) July 15, 1998, (ii) 30 days following the Company's
initial public offering or (iii) a liquidation of the Company. As of March 31,
1996 (unaudited), $8,000 of dividends on Series C Preferred Stock had
accumulated. Upon liquidation, holders of the Series C Preferred Stock are
entitled to receive, in preference to any payment on the Common Stock, an amount
equal to the stated value of the shares, plus any accrued and unpaid dividends.
The Series C Preferred Stock is redeemable, at the option of the holder, five
years from the date of issue at the stated value, plus accumulated dividends.
Subject to certain adjustments, each share of Series C Preferred Stock will
automatically convert into a share of Common Stock in the event of either (i)
the closing of a firm commitment underwritten public offering or (ii) the
written consent of the holders of more than 50% of the outstanding shares of
Series C Preferred Stock. Following the 23 for 1 stock split (see Note 18), each
share of outstanding Preferred Stock will be convertible into 23 shares of
Common Stock. No payment of dividends on the Common Stock may occur until all
accumulated dividends on the Series A Preferred Stock, Series B Preferred Stock
and Series C Preferred Stock are paid.

F-17
<PAGE> 76

ACC CONSUMER FINANCE CORPORATION

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS -- (CONTINUED)

The changes in Redeemable Preferred Stock are as follows:

<TABLE>
<CAPTION>
SERIES A SERIES B SERIES C
PREFERRED STOCK PREFERRED STOCK PREFERRED STOCK TOTAL
-------------------- ----------------- ------------------- ----------
SHARES AMOUNT SHARES AMOUNT SHARES AMOUNT AMOUNT
------- ---------- ------ -------- ------ ---------- ----------
<S> <C> <C> <C> <C> <C> <C> <C>
Balance at June 30, 1994............ 120,000 $4,108,400 -- $ -- -- $ -- $4,108,400
Issuance of Series A Preferred
Stock............................. 7,537 249,977 -- -- -- -- 249,977
------- ---------- ------ -------- ----- ---------- ----------
Balance at December 31, 1994........ 127,537 4,358,377 -- -- -- -- 4,358,377
Issuance of Series B Preferred
Stock............................. -- -- 11,538 749,970 -- -- 749,970
Exercise of Warrants................ 35,294 1,170,702 -- -- -- -- 1,170,702
------- ---------- ------ -------- ----- ---------- ----------
Balance at December 31, 1995........ 162,831 5,529,079 11,538 749,970 -- -- 6,279,049
Issuance of Series C Preferred Stock
(unaudited)....................... -- -- -- 7,913 1,000,995 1,000,995
------- ---------- ------ -------- ----- ---------- ----------
Balance at March 31, 1996
(unaudited)....................... 162,831 $5,529,079 11,538 $749,970 7,913 $1,000,995 $7,280,044
======= ========== ====== ======== ===== ========== ==========
</TABLE>

(b) Warrants

In July 1993, the Company issued to Cargill a warrant in connection with
the Repurchase Facility for 35,294 shares of the Company's Series A Preferred
Stock. The warrant entitled Cargill to acquire a like number of shares of Series
A Preferred Stock for an exercise price in the range of $33.17 per share and
$66.17 per share based upon the net book value per share of the Common Stock.
The warrants were to expire on the earlier of: (i) July 15, 1999, (ii) the
closing of an initial public offering or (iii) the termination of the Repurchase
Facility by Cargill due to a material breach by Cargill. The warrant was fully
exercised by Cargill on September 29, 1995, at an exercise price of $33.17 per
share.

(12) FAIR VALUE OF FINANCIAL INSTRUMENTS

Statement of Financial Accounting No. 107, "Disclosures About Fair Value of
Financial Instruments," requires that the Company disclose estimated fair values
for its financial instruments, as well as the methods and significant
assumptions used to estimate fair values.

The following information does not purport to represent the aggregate net
fair value of the Company.

<TABLE>
<CAPTION>
MARCH 31, 1996 DECEMBER 31, 1995
--------------------------- ---------------------------
CARRYING FAIR CARRYING FAIR
FINANCIAL INSTRUMENT VALUE VALUE VALUE VALUE
-------------------- ----------- ----------- ----------- -----------
(UNAUDITED)
<S> <C> <C> <C> <C>
Installment Contracts Held for Sale... $24,144,119 $25,374,581 $28,187,778 $29,517,717
Installment Contracts Held for
Investment.......................... 190,199 190,199 509,388 509,388
Asset-Backed Securities............... 5,125,360 5,578,000 3,910,080 4,251,000
Excess Servicing Receivables.......... 7,731,858 8,078,000 5,590,878 5,753,000
Repurchase Facility................... 25,945,197 25,945,197 29,708,252 29,708,252
Other Borrowings...................... 10,049,317 10,049,317 7,439,597 7,439,597
Lease Liabilities..................... 474,846 517,915 519,486 568,815
Hedge Position........................ 19,385 19,385 224,842 224,842
----------- ----------- ----------- -----------
</TABLE>

F-18
<PAGE> 77

ACC CONSUMER FINANCE CORPORATION

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS -- (CONTINUED)

Installment Contracts Held for Sale

The carrying value of Contracts held for sale represents the Company's cost
basis in the Contracts. Also, since the Company intends to hold the Contracts
for a relatively short period of time and sell them through a securitization,
typically at par, fair values of Contracts held for sale is estimated to be par
value.

Installment Contracts Held for Investment

Estimates have been made, based on historical experience, of the value of
the non-performing Contracts within the held for investment portfolio. The
carrying value is reported net of an allowance for the probable losses on these
Contracts and is a reasonable estimate of what management believes to be the
fair value of the Contracts in this portfolio.

Asset-Backed Securities and Excess Servicing Receivables

The fair value of the asset-backed securities (elsewhere referred to as
Subordinated Securities) and the ESRs is estimated by discounting future cash
flows using credit and discount rates that the Company believes reflect the
estimated credit, interest rate and prepayment risks associated with similar
types of instruments.

Repurchase Facility and Other Borrowings

The carrying value approximates fair value as these facilities reprice
frequently at market rates.

Lease Liabilities

The fair value of the lease liabilities is estimated by discounting the
future cash payout with obligations using a rate that the Company believes
reflects the market rate for similar types of instruments.

Hedge Liability

The carrying value approximates fair values as this position refixes
frequently at market rates. The fair value of the hedge position is based upon
quoted market prices.

(13) CONTINGENCIES

(a) Leases

The Company leases office space, computers and other equipment under
various operating leases. Future minimum rental payments on these operating
leases are as follows:

<TABLE>
<CAPTION>
YEAR ENDED DECEMBER 31,
-----------------------
<S> <C>
1996............................................. $ 529,075
1997............................................. 496,021
1998............................................. 403,340
1999............................................. 270,866
2000............................................. 277,733
Thereafter....................................... 349,837
----------
Total Payments................................... $2,326,872
==========
</TABLE>

Total lease expense for the year ended December 31, 1995, the six-month
transition period ended December 31, 1994, and the period from July 15, 1993 to
June 30, 1994, was $445,342, $133,755 and $102,885, respectively.

F-19
<PAGE> 78

ACC CONSUMER FINANCE CORPORATION

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS -- (CONTINUED)

The Company also leases furniture and equipment under various capital
leases with a related party. The future minimum lease payments on these capital
leases are as follows:

<TABLE>
<CAPTION>
YEAR ENDED DECEMBER 31,
-----------------------
<S> <C>
1996............................................. $ 280,250
1997............................................. 279,812
1998............................................. 106,766
---------
Total Payments................................... 666,828
Less Amount Representing Interest................ (147,342)
---------
Total Lease Liability............................ $ 519,486
=========
</TABLE>

(b) Litigation

The Company is subject to lawsuits which arise in the ordinary course of
business. Management is of the opinion, based in part upon consultation with its
counsel, that the liability to the Company, if any, arising from existing and
threatened lawsuits would have no material adverse effect on the Company's
financial position and results of operations.

(14) INCOME TAXES

The components of income tax expense for the year ended December 31, 1995,
for the six-month transition period ended December 31, 1994, and for the period
from July 15, 1993 to June 30, 1994, are as follows:

<TABLE>
<CAPTION>
SIX-MONTH
TRANSITION PERIOD FROM
PERIOD JULY 15, 1993
YEAR ENDED ENDED THROUGH
DEC. 31, 1995 DEC. 31, 1994 JUNE 30, 1994
------------- ------------- -------------
<S> <C> <C> <C>
Current Income Taxes
Federal........................................... $ 12,000 $ -- $ --
State............................................. 23,000 -- --
----------- --------- -----------
Total..................................... 35,000 -- --
----------- --------- -----------
Deferred Income Taxes
Federal........................................... 1,171,000 (329,000) (818,000)
State............................................. 361,000 (24,000) (187,000)
----------- --------- -----------
Total..................................... 1,532,000 (353,000) (1,005,000)
----------- --------- -----------
Change in Valuation Allowance....................... (1,358,000) 353,000 1,005,000
----------- --------- -----------
Total..................................... $ 209,000 $ -- $ --
=========== ========= ===========
</TABLE>

F-20
<PAGE> 79

ACC CONSUMER FINANCE CORPORATION

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS -- (CONTINUED)

A reconciliation of expected income taxes computed using the federal income
tax rate of 34% to taxes actually provided is set forth as follows:

<TABLE>
<CAPTION>
SIX-MONTH
TRANSITION PERIOD FROM
PERIOD JULY 15, 1993
YEAR ENDED ENDED THROUGH
DEC. 31, 1995 DEC. 31, 1994 JUNE 30, 1994
------------- ------------- -------------
<S> <C> <C> <C>
Computed Expected Income Taxes...................... $ 1,250,000 $(337,000) $ (880,000)
Change in Valuation Allowance, Net of Utilization of
Net Operating Loss Carryforward................... (1,358,000) 353,000 880,000
State Taxes, Net of Federal Benefit................. 339,000 -- --
Alternative Minimum Tax............................. 12,000 -- --
Other............................................... (34,000) (16,000) --
----------- --------- -----------
$ 209,000 $ -- $ --
=========== ========= ===========
</TABLE>

Deferred income taxes result from the temporary differences between the tax
basis of an asset or a liability and its reported amount in the consolidated
balance sheets. The components that comprise deferred tax assets and liabilities
at December 31, 1995, and December 31, 1994, are as follows:

<TABLE>
<CAPTION>
DEC. 31, 1995 DEC. 31, 1994
------------- -------------
<S> <C> <C>
Deferred Tax Assets:
Allowance for Contract Losses................................... $ 216,000 $ 409,000
Net Operating Loss Carryforwards................................ 452,000 965,000
Amortization.................................................... 245,000 --
Other........................................................... 190,000 65,000
----------- -----------
Total Gross Deferred Tax Assets................................. 1,103,000 1,439,000
Less Valuation Allowance........................................ -- (1,358,000)
----------- -----------
Net Deferred Tax Assets......................................... 1,103,000 81,000
----------- -----------
Deferred Tax Liabilities:
Gain on Securitization.......................................... (1,020,000) --
Amortization.................................................... -- (9,000)
Deferred Fees................................................... (161,000) --
Other........................................................... (96,000) (72,000)
----------- -----------
Total Gross Deferred Tax Liabilities............................ (1,277,000) (81,000)
----------- -----------
Net Deferred Taxes................................................ $ (174,000) $ --
=========== ===========
</TABLE>

Based upon the level of historical taxable income and projections for
future taxable income over the periods in which the deferred tax assets are
deductible, management believes it is more likely than not that the Company will
realize the benefits of these deductible differences, net of the existing
valuation allowance, at December 31, 1995, and 1994, respectively.

At December 31, 1995, the Company had net operating loss carryforwards for
federal and state income tax purposes of approximately $1.2 million and
$166,000, respectively, which are available to offset future taxable income, if
any, through the year 2010 and 2000, respectively.

(15) 401(K) PLAN

The Company adopted a defined contribution plan, pursuant to Internal
Revenue Code Section 401(k), effective February 1, 1994. Eligible employees,
generally those who have completed more than 90 days of

F-21
<PAGE> 80

ACC CONSUMER FINANCE CORPORATION

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS -- (CONTINUED)

service, may elect to contribute from 2% to 20% of their pre-tax compensation.
Voluntary Company contributions to the plan are allocated based on 50% of the
employee contributions up to $1,000 per calendar year. The plan may be
terminated by the Company at any time. Employer contributions to the plan were
approximately $37,000, $25,000 and $14,000 for the year ended December 31, 1995,
the six-month transition period ended December 31, 1994, and the period from
July 15, 1993 to June 30, 1994, respectively.

(16) STOCK OPTION PLANS

The Company's 1995 stock option plan (Employee Plan) covers 450,000 shares
of common stock. The Employee Plan permits the grant of incentive stock options
or non-qualified options to any employees of the Company. Incentive stock
options may not have an exercise price of less than the fair market value of the
Common Stock on the date of grant, except options granted to holders of more
than 10% of the Company's Common Stock may not have an exercise price of less
than 110% of the fair market value of the Common Stock on the date of the grant.
The Compensation Committee of the Board of Directors administers the Employee
Plan and determines the employee who may participate, the amount of timing of
each option grant and the vesting schedule for options. In November 1995, the
Compensation Committee granted incentive stock options covering an aggregate
362,250 shares of Common Stock, at an exercise price equal to the offering price
in this offering; and in January 1996 (unaudited), granted an aggregate 61,088
shares of Common Stock, at an exercise price of $6.60 per share. The options
will vest over four years at a rate of 25% per year and expire 10 years from the
date of grant. At an assumed price per share of this offering of $7.25, the
Company will reflect aggregate compensation of $39,707 associated with the grant
of the options at $6.60 per share. Compensation will be accrued over the vesting
period.

The Company's separate stock option plan for its non-employee Directors
(Director Plan) covers 100,000 shares of Common Stock. The Director Plan
provides for the award of non-qualified options, which expire five years from
the date of grant, covering 20,000 shares of Common Stock to each non-employee
director on the date of the plan's adoption and to any future elected or
appointed non-employee director. Each of the options granted to the four current
non-employee directors is at an exercise price equal to the offering price of
this offering. One-fourth of the option shares are exercisable immediately as of
the offering, and the balance will vest over the subsequent three years at a
rate of onethird per year. Any future option grant will be at an exercise price
equal to the fair market value of the Common Stock on the date of the grant.

(17) RELATED PARTY TRANSACTIONS

At inception, the Company entered into a consulting contract with Rocco J.
Fabiano to assist in the management of the Company. Terms of the contract
required the Company to pay the consultant $220,000 annually, plus additional
bonus compensation, through July 15, 1997. Additionally, the Company had
employment contracts with Gary S. Burdick and Rellen M. Stewart, which extended
through July 15, 1997. During the year ended December 31, 1995, the Company
entered into Employment Agreements with all three of the Founders, which
supersede previous agreements and extend through December 31, 1998.
Additionally, the Company has other borrowings with shareholders as discussed in
Notes 9 and 10 and capital lease arrangements with a related party as discussed
in Notes 8 and 13.

(18) OTHER MATTERS (UNAUDITED)

(a) Proposed Public Offering of Common Stock

On October 17, 1995, the Board of Directors authorized the filing of a
registration statement with the Securities and Exchange Commission for an
initial public offering of the Company's Common Stock. If the offering is
consummated under the terms presently anticipated, each share of the Company's
Redeemable Preferred Stock will automatically convert into 23 shares (assuming
the occurrence of the 23 for 1 stock split

F-22
<PAGE> 81

ACC CONSUMER FINANCE CORPORATION

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS -- (CONTINUED)

discussed below) of Common Stock and the total cumulative dividends of $523,433
as of March 31, 1996 (unaudited), will be paid.

On December 5, 1995, the Board of Directors approved a 23 to 1 stock split
of the Company's Common Stock which has been reflected retroactively on the
Consolidated Balance Sheet. The effect of the 23 to 1 stock split on the
Redeemable Preferred Stock has been reflected in the Pro Forma Shareholders'
Equity on the Consolidated Balance Sheet. The shareholders of the Company had
previously approved such a stock split.

(19) SUPPLEMENTARY INCOME PER COMMON SHARE (UNAUDITED)

Supplementary Primary and Fully Diluted Income per Common Share are
calculated assuming that the estimated net proceeds of $10,702,000 from the sale
of 1,700,000 shares of the Company's common stock offered hereby, at an assumed
public offering price of $7.25 per share, were used to repay the amounts
outstanding under the NIM Facility (which replaced the Company's previous bridge
facility) and that the remaining proceeds were used to reduce the outstanding
balance on the Repurchase Facility.

F-23
<PAGE> 82

- -------------------------------------------------------
- -------------------------------------------------------

No dealer, sales representative or any other person has been authorized to
give any information or to make any representations other than those contained
in this Prospectus in connection with the offer made hereby and, if given or
made, such information or representations must not be relied upon as having been
authorized by the Company or any of the Underwriters. This Prospectus does not
constitute an offer to sell or a solicitation of and offer to buy any securities
other than the shares of Common Stock to which it relates or an offer to, or a
solicitation of, any person in any jurisdiction where such an offer or
solicitation would be unlawful. Neither the delivery of this Prospectus nor any
sale made hereunder shall, under any circumstances, create an implication that
there has been no change in the affairs of the Company or that information
contained herein is correct as of any time subsequent to the date hereof.

----------------------------

TABLE OF CONTENTS
----------------------------

<TABLE>
<CAPTION>
Page
----
<S> <C>
Prospectus Summary..................... 3
The Company............................ 3
The Offering........................... 5
Summary Financial Data................. 6
Summary Operating Data................. 8
Risk Factors........................... 9
Use of Proceeds........................ 13
Dividend Policy........................ 14
Dilution............................... 14
Capitalization......................... 15
Selected Consolidated Financial Data... 16
Management's Discussion and Analysis of
Financial Condition and Results of
Operations........................... 18
Business............................... 27
Management............................. 40
Certain Transactions................... 47
Principal and Selling Shareholders..... 49
Description of Capital Stock........... 50
Shares Eligible for Future Sale........ 52
Underwriting........................... 54
Legal Matters.......................... 55
Experts................................ 55
Available Information.................. 55
Independent Auditors' Report........... F-1
Consolidated Financial Statements...... F-2
</TABLE>

------------------------

Until , 1996 (25 days after the date of this Prospectus), all
dealers effecting transactions in the registered securities, whether or not
participating in this distribution, may be required to deliver a Prospectus.
This is in addition to the obligation of dealers to deliver a Prospectus when
acting as underwriters and with respect to their unsold allotments or
subscriptions.

- -------------------------------------------------------
- -------------------------------------------------------

2,000,000 SHARES
[ACC LOGO]

COMMON STOCK
------------------------
PROSPECTUS
------------------------
MONTGOMERY SECURITIES
MCDONALD & COMPANY
SECURITIES, INC.

, 1996

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- -------------------------------------------------------
<PAGE> 83

PART II

INFORMATION NOT REQUIRED IN THE PROSPECTUS

ITEM 13. OTHER EXPENSES OF ISSUANCE AND DISTRIBUTION.

The estimated expenses of the Company and the Selling Shareholders in
connection with the offering are as follows:

<TABLE>
<S> <C>
SEC registration fee.................................................... $ 11,341.00
NASD fee................................................................ 3,789.00
NNM fee................................................................. 36,901.20
Printing and engraving expenses......................................... 50,000
Accounting fees and expenses............................................ 175,000.00
Legal fees and expenses................................................. 300,000.00
Consulting fees......................................................... 150,000.00
Blue Sky filing fees and expenses....................................... 12,000.00
Transfer agent's fees and expenses...................................... 7,000.00
Miscellaneous........................................................... 10,000
-----------
TOTAL......................................................... $756,031.20
</TABLE>

ITEM 14. INDEMNIFICATION OF DIRECTORS AND OFFICERS

Article 9 of the Company's Bylaws generally provides that the Company will
indemnify its directors and officers to the fullest extent authorized or
permitted under the Delaware General Corporation Law and that the Company will
make advancements of expenses at the request of a director or officer. The
Delaware General Corporation Law authorizes a corporation, under certain
circumstances, to indemnify its directors and officers (including to reimburse
them for expenses incurred). Reference is made to Exhibit 3.4 of this
Registration Statement for the complete text of Article 9 of the Company's
Bylaws.

The Company's Certificate of Incorporation generally limits the personal
liability of directors for monetary damages for breaches of fiduciary duty. If a
director were to breach such duty in performing his or her duties as a director,
neither the Company nor its shareholders could recover monetary damages from the
director, and the only course of action available to the Company's shareholders
would be equitable remedies, such as an action to enjoin or rescind a
transaction involving a breach of fiduciary duty. To the extent claims against
directors are limited to equitable remedies, the provision in the Certificate of
Incorporation may reduce the likelihood of derivative litigation and may
discourage shareholders or management from initiating litigation against
directors for breach of their fiduciary duty.

Under the Certificate of Incorporation, a director shall remain liable for
monetary damages to the extent provided by applicable law (i) for any breach of
the duty of loyalty to the Company or its shareholders, (ii) for acts or
omissions not in good faith or which involve intentional misconduct or a knowing
violation of law, (iii) pursuant to Section 174 of the Delaware General
Corporation Law and (iv) for any transaction from which the director derived an
improper personal benefit.

Reference is made to Exhibits 3.5 and 3.7 of this Registration Statement
for the complete text of the Certificate of Incorporation, as amended.

Delaware corporations are also authorized to obtain insurance to protect
directors and officers from certain liabilities, including liabilities against
which corporations cannot indemnify their directors and officers. The Company
maintains directors' and officers liability insurance providing aggregate
coverage in the amount of $10 million.

II-1
<PAGE> 84

The Company also has agreements with certain of its directors and officers
providing for indemnification and advancement of expenses. Reference is made to
Exhibit 10.30 to this Registration Statement for the complete text of a form of
such agreements.

For provisions regarding the indemnification of the Company and the
directors and officers of the Company by the Underwriters against certain
liabilities, including liabilities under the Securities Act, reference is made
to Section 11 of the Underwriting Agreement, filed as Exhibit 1.1 to this
Registration Statement.

ITEM 15. RECENT SALES OF UNREGISTERED SECURITIES.

Except as set forth below, there have been no unregistered sales of
securities by the Company since the inception of the Company. In making such
sales, and based on facts summarized by footnote below, the Company relied upon
the exemption from registration under Section 4(2) of the Securities Act of
1933, as amended. Except as indicated by footnote, all securities referenced in
the following table were sold for cash.

<TABLE>
<CAPTION>
NUMBER
DATE OF SHARES SERIES AND CLASS(1) CONSIDERATION
---------------------- ---------- ----------------------------------- -------------
<S> <C> <C> <C>
July 15, 1993......... 80,000 Common Stock, no par value $ 80,000(2)
July 15, 1993......... 120,000 Series A Preferred Stock $3,980,400(3)
July 15, 1993......... 35,294 Warrant to purchase Series A $ 128,000(4)
Preferred Stock
June 24, 1994......... 11,304 Common Stock, no par value $ 39,564(5)
September 12, 1994.... 7,537 Series A Preferred Stock $ 249,977(6)
March 28, 1995........ 11,538 Series B Preferred Stock $ 749,970(7)
September 29, 1995.... 35,294 Series A Preferred Stock $1,170,702(8)
January 23, 1996...... 7,913 Series C Preferred Stock $1,000,995(9)
</TABLE>

- ---------------

(1) All offers and sales were made to a limited number of offerees, without any
advertisement or general solicitation and without the involvement of an
underwriter or selling agent. All of the transactions were negotiated at
arm's length, including transactions with the Founders, the SSIM Funds and
Cargill. Each of the investors did and was able to do his or its own due
diligence, and each made appropriate representations of investment intent.
All of the issued shares of Common Stock and Preferred Stock were issued
subject to restrictions prohibiting transfer thereof unless in compliance
with applicable securities laws, and all of the certificates representing
such shares include restrictive legends.

(2) Constituted a sale of an aggregate 78,000 shares to the Founders (who are
the senior executives of the Company) and 2,000 shares to a consultant who
was instrumental and who actively participated in the founding of the
Company ("Consultant"). This transaction was made in connection with the
founding of the Company, and each of the purchasers was involved in the
founding. The consideration received by the Company included a release of
claims by the Consultant in exchange for the issuance of 2,000 shares valued
at $2,000.

(3) Constituted a sale of shares to the SSIM Funds, institutional investors
managed by SSIM, in exchange for venture capital. This transaction was made
in connection with the initial capitalization of the Company, and SSIM
negotiated the investments.

(4) Issued on July 15, 1993, to Cargill, the Company's primary source of
financing, as a commitment fee for the Repurchase Facility. This transaction
was made in connection with the initial capitalization and financing of the
Company, and Cargill negotiated the transaction.

(5) Constituted a sale of shares to two of the Founders, an irrevocable trust
established for the third Founder's children (which sale was made at the
direction of the Founder), and Cargill.

(6) Constituted a sale of shares to existing shareholders (two Founders and the
SSIM Funds).

(7) Constituted a sale of shares to existing shareholders (the Founders and the
SSIM Funds).

II-2
<PAGE> 85

(8) Exercise of Warrant issued to Cargill on July 15, 1993.

(9) Constituted a sale of shares to existing shareholders (the SSIM Funds and
Cargill). As of the date of the sale, and as of the date of this Amendment
to the Registration Statement, the Company has not printed or circulated any
red herring prospectus, conducted any road show or engaged in any selling
activities in connection with this offering and as of the date of the sale
of the Series C Preferred Stock, the Board of Directors of ACC had decided
to postpone making a public offering of its securities due to adverse market
conditions affecting the valuation of non-prime auto finance companies.

ITEM 16. EXHIBITS AND FINANCIAL STATEMENT SCHEDULES.

(a) EXHIBITS.

<TABLE>
<S> <C>
1.1 Proposed form of Underwriting Agreement.*
2.1 Proposed Agreement and Plan of Merger between the Company and ACC Consumer
Finance Corporation, a Delaware corporation.*
3.1 Amended and Restated Articles of Incorporation of the Company.*
3.2 Bylaws of the Company.*
3.3 Proposed Certificate of Incorporation of ACC Consumer Finance Corporation,
a Delaware corporation.*
3.4 Proposed Bylaws of ACC Consumer Finance Corporation, a Delaware
corporation.*
3.5 The Company's Certificate of Incorporation, filed with the Delaware
Secretary of State on November 9, 1995.*
3.6 Certified copy of the Agreement and Plan of Merger, filed with the Delaware
Secretary of State on November 16, 1995.*
3.7 Certificate of Designations, Preferences and Rights of Series C Preferred
Stock of ACC Consumer Finance Corporation, filed with the Delaware
Secretary of State on January 31, 1996.*
4.1 Specimen Certificate for shares of the Company's Common Stock.*
4.2 Description of Common Stock and Preferred Stock (contained in the Amended
and Restated Articles of Incorporation of the Company included as Exhibit
3.1).*
5.1 Opinion of Sheppard, Mullin, Richter & Hampton LLP as to the legality of
the securities being registered.*
10.2 Definitive Commitment, dated July 15, 1993, by and among the Company,
Cargill Financial Services Corporation and OFL-A Receivables ("OFL-A"),
together with the First Amendment thereto dated June 24, 1994, and the
Third Amendment thereto dated September 29, 1995.*
10.3 Master Contract Repurchase Agreement, dated July 15, 1993, by and among the
Company, Cargill Financial Services Corporation and OFL-A, together with
the First Amendment thereto dated June 24, 1994, the Amendment thereto
dated as of September 15, 1995, and the Third Amendment thereto dated as of
September 29, 1995.*
10.4 Master Contract Servicing Agreement, dated July 15, 1993, by and among the
Company, Cargill Financial Services Corporation and OFL-A, together with
the First Amendment thereto dated June 24, 1994, and the Amendment thereto
dated as of September 15, 1995.*
10.5 Master Contract Custodial Agreement, dated July 15, 1993, by and among the
Company, Cargill Financial Services Corporation, OFL-A and Norwest Bank.*
10.6 Credit Facility Agreement, dated June 24, 1994, between the Company and
Strome Partners.*
</TABLE>

II-3
<PAGE> 86

<TABLE>
<S> <C>
10.7 Subordinated Certificate and Net Interest Margin Certificate Financing
Facility Agreement, dated as of September 1, 1995, by and among OFL-A,
Cargill Financial Services Corporation and Norwest Bank, together with
Supplement No. 1 thereto dated September 15, 1995.*
10.8 ACC Limited Guarantee, dated as of September 1, 1995, executed by the
Company, relating to Exhibit 10.7.*
10.9 Stock Pledge and Collateral Agency Agreement, dated as of September 1,
1995, by and among the Company, Cargill Financial Services Corporation and
Norwest Bank, relating to Exhibit 10.7.*
10.10 Office Lease by and between the Company and Pardee Construction Company,
dated August 6, 1993.*
10.11 Lease Agreement by and among the Company, Thomas E. Orton, Brannen/Goddard
Company, and The Griffin Company, dated December 1, 1994.*
10.12 The Courtyard Office Lease Agreement by and among the Company and
Metropolitan Life Insurance Company, dated January 9, 1995.*
10.13 Master Lease Number 137902, dated February 21, 1995, by and between the
Company and Computer Sales International, Inc.*
10.14 Master Equipment Lease No. 90011, dated September 23, 1994, by and between
the Company and Cargill Leasing Corporation.*
10.15 Master Lease dated June 24, 1994, by and between the Company and Sun Data,
Inc., and related purchase option.*
10.16 Pooling and Servicing Agreement relating to ACC Auto Grantor Trust 1995-A
dated as of June 1, 1995 by and among Cargill Financial Services
Corporation, ACC Receivables Corp., the Company and Norwest Bank Minnesota,
NA.*
10.17 Servicer's Indemnification Agreement dated as of June 2, 1995 between
Company and CS First Boston Corporation.*
10.18 Indemnification Agreement dated as of June 1, 1995 by and among Cargill
Financial Services Corporation, the Company, ACC Receivables Corp.,
Financial Security Assurance, Inc. and CS First Boston Corporation.*
10.19 Insurance and Indemnity Agreement dated as of June 1, 1995 by and among
Financial Security Assurance, Inc., Cargill Financial Services Corporation,
the Company and ACC Receivables.*
10.20 Purchase Agreement and Assignment dated as of June 1, 1995, between the
Company and ACC Receivables.*
10.21 Pooling and Servicing Agreement relating to ACC Auto Grantor Trust 1995-B
dated as of September 1, 1995 by and among Cargill Financial Services
Corporation, ACC Receivables Corp., the Company, Norwest Bank Minnesota,
NA, and Norwest Bank.*
10.22 Servicer's Indemnification Agreement dated as of August 30, 1995, between
the Company and CS First Boston Corporation.*
10.23 Indemnification Agreement dated as of September 1, 1995 by and among
Cargill Financial Services Corporation, the Company, ACC Receivables Corp.,
Financial Security Assurance, Inc. and CS First Boston.*
10.24 Insurance and Indemnity Agreement dated as of September 1, 1995 by and
among Cargill Financial Services Corporation, the Company and ACC
Receivables.*
</TABLE>

II-4
<PAGE> 87

<TABLE>
<S> <C>
10.25 Master Spread Account Agreement dated as of June 1, 1995, by and among ACC
Receivables, the Company, Financial Security Assurance, Inc., and Norwest
Bank, together with the Series 1995-B Supplement thereto dated as of
September 1, 1995, the Amendment thereto dated August 28, 1995, and the
Amendment thereto dated September 15, 1995.*
10.26 Purchase Agreement and Assignment dated as of September 1, 1995, between
the Company and ACC Receivables.*
10.27 Employment Agreement by and between the Company and Rocco J. Fabiano.*
10.28 Employment Agreement by and between the Company and Gary S. Burdick.*
10.29 Employment Agreement by and between the Company and Rellen M. Stewart.*
10.30 Form of Indemnification Agreement between ACC Consumer Finance Corporation
and certain of its directors and officers.*
10.31 Tax Sharing Agreement, dated July 15, 1993, between the Company and OFL-A.*
10.32 Agreement to Purchase Preferred Stock and Amendment of Existing Agreements,
by and among the Company, Strome Partners, Strome Offshore Limited, Rocco
J. Fabiano, Gary S. Burdick, Rellen M. Stewart and Cargill Financial
Services Corporation, dated as of June 24, 1994; together with the
amendment thereto set forth in Amendment to Equity Draw Down Agreements,
dated as of March 28, 1995.*
10.33 The Company's 401(k) Salary Savings Plan and Trust Agreement, effective as
of February 1, 1994.*
10.34 The Company's 1995 Stock Option Plan.*
10.35 The Company's Directors' 1995 Stock Option Plan.*
10.36 Consulting Agreement dated as of October 17, 1995, by and between the
Company and Strome Susskind Investment Management, L.P.*
10.37 Amendment and Waiver Concerning Existing Agreements dated as of January 23,
1996, by and among the Company, Strome Partners, L.P., Strome Offshore
Limited, Rocco J. Fabiano, Gary S. Burdick, Rellen M. Stewart and Cargill.*
10.38 Fourth Amendment to Master Contract Repurchase Agreement dated as of March
31, 1996, by and among Norwest Bank, Cargill and OFL-A.*
10.39 Third Amendment to Investor Rights Agreement dated as of March 31, 1996, by
and among the Company, Strome Partners, L.P., Strome Offshore Limited,
Rocco J. Fabiano, Gary S. Burdick, Rellen M. Stewart and Cargill.*
10.40 First Amendment to Subordinated Certificate and Net Interest Margin
Certificate Financing Facility Agreement*
10.41 Pooling and Servicing Agreement relating to ACC Auto Grantor Trust 1996-A
dated as of March 1, 1996 by and among Cargill Financial Services
Corporation, ACC Receivables Corp., the Company and Norwest Bank Minnesota,
NA.*
10.42 Servicer's Indemnification Agreement dated as of March 1, 1996 between the
Company and CS First Boston Corporation.*
10.43 Indemnification Agreement dated as of March 1, 1996 by and among Cargill
Financial Services Corporation, the Company, ACC Receivables Corp.,
Financial Security Assurance, Inc. and CS First Boston Corporation.*
10.44 Insurance and Indemnity Agreement dated as of March 1, 1996 among Financial
Security Assurance, Inc., Cargill Financial Services Corporation, the
Company and ACC Receivables Corp.*
10.45 Series 1996-A Supplement dated as of March 1, 1996 to the Master Spread
Account Agreement dated as of June 1, 1995 among ACC Receivables Corp.,
Financial Security Assurance, Inc. and Norwest Bank.*
</TABLE>

II-5
<PAGE> 88

<TABLE>
<S> <C>
10.46 Acknowledgment and Assignment dated as of February 29, 1996 by and between
the Company and OFL-A.*
10.47 Equipment Lease dated November 8, 1995, by and between the Company and Sun
Data, Inc., and related purchase option.*
10.48 Agreement of Lease dated March 1996 by and between American Trading Real
Estate Properties, Inc. and the Company.*
10.49 Sublease dated April 1996 by and between the Company and First Fidelity
Thrift & Loan Association.*
11.1 Computation of weighted average shares outstanding.*
21.1 Subsidiaries of the registrant.*
23.1 Consent of Sheppard, Mullin, Richter & Hampton LLP (included in Exhibit
5.1).*
23.2 Consent of independent auditors.
24.1 Power of attorney (included on signature page).*
</TABLE>

(b) FINANCIAL STATEMENT SCHEDULE.

Schedule II -- Valuation and Qualifying Accounts*

* Previously filed.

ITEM 17. UNDERTAKINGS.

Insofar as indemnification for liabilities arising under the Securities Act
of 1933, as amended, may be permitted to directors, officers and controlling
persons of the Registrant pursuant to the Articles of Incorporation or Bylaws of
the Registrant and the Delaware General Corporations Law or otherwise, the
Registrant has been informed that in the opinion of the Securities and Exchange
Commission, such indemnification is against public policy as expressed in the
Securities Act of 1933, as amended, and is, therefore, unenforceable. In the
event that a claim for indemnification against such liabilities (other than
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 hereunder, the Registrant
will, unless in the opinion of its counsel the matter has already been settled
by controlling precedent, submit to a court of appropriate jurisdiction the
question of whether such indemnification by it is against public policy as
expressed in the Securities Act of 1933, as amended, and shall be governed by
the final adjudication of such issue.

The undersigned Registrant hereby undertakes:

1. that for purposes of determining any liability under the Securities Act
of 1933, as amended, the information omitted from the form of prospectus
filed as part of this registration statement in reliance upon Rule 430A
and contained in a form of prospectus filed by the Registrant pursuant
to Rule 424(b)(1) or (4) or 497(h) under the Securities Act of 1933, as
amended, shall be deemed to be part of this registration statement as of
the time it was declared effective.

2. that for the purpose of determining any liability under the Securities
Act of 1933, as amended, each such post-effective amendment that
contains a form of prospectus 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 provide to the underwriter at the closing specified in the
underwriting agreements certificates in such denominations and
registered in such names as required by the underwriter to permit prompt
delivery to each purchaser.

II-6
<PAGE> 89

SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, as amended, the
Registrant certifies that it has reasonable grounds to believe that it meets all
of the requirements for filing on Form S-1 and has duly caused this Amendment
No. 4 to the Registration Statement to be signed on its behalf by the
undersigned, thereunto duly authorized, in the County of San Diego, State of
California, on May 15, 1996.

ACC CONSUMER FINANCE CORPORATION

By /s/ ROCCO J. FABIANO
----------------------------------
Rocco J. Fabiano, Chairman of the
Board and Chief Executive Officer

By /s/ RELLEN M. STEWART
----------------------------------
Rellen M. Stewart, Chief Operating
Officer, Chief Financial Officer
and Treasurer

<TABLE>
<CAPTION>
SIGNATURE CAPACITY DATE
- ------------------------------------------ --------------------------------- ---------------
<S> <C> <C>
/s/ ROCCO J. FABIANO Chairman of the Board and Chief May 15, 1996
- ------------------------------------------ Executive Officer
Rocco J. Fabiano
/s/ GARY S. BURDICK President May 15, 1996
- ------------------------------------------
Gary S. Burdick
/s/ RELLEN M. STEWART Chief Operating Officer, Chief May 15, 1996
- ------------------------------------------ Financial Officer and Treasurer
Rellen M. Stewart
/s/ SHAEMUS A. GARLAND Controller May 15, 1996
- ------------------------------------------
Shaemus A. Garland
/s/ ETHAN J. FALK* Director May 15, 1996
- ------------------------------------------
Ethan J. Falk*
/s/ JACK P. FITZPATRICK* Director May 15, 1996
- ------------------------------------------
Jack P. Fitzpatrick*
/s/ JEFFREY S. LAMBERT* Director May 15, 1996
- ------------------------------------------
Jeffrey S. Lambert*
/s/ JEFFREY E. SUSSKIND* Director May 15, 1996
- ------------------------------------------
Jeffrey E. Susskind*
/s/ ROCCO J. FABIANO May 15, 1996
- ------------------------------------------
*By Rocco J. Fabiano
Attorney-in-Fact
</TABLE>

II-7
<PAGE> 90

INDEX OF EXHIBITS

<TABLE>
<CAPTION>
SEQUENTIAL
EXHIBIT PAGE
NUMBER DESCRIPTION NUMBER
- ------ ----------- ----------
<S> <C> <C>
23.2 -- Consent of independent auditors.......................................
</TABLE>

<PAGE> 1

EXHIBIT 23.2

The Board of Directors
ACC Consumer Finance Corporation:

We consent to the use of our reports included herein and to the reference
to our firm under the headings "Selected Consolidated Financial Data" and
"Experts" in the prospectus.

San Diego, California KPMG Peat Marwick LLP

May 15, 1996