AMERICREDIT FINANCIAL SERVICES INC
305B2/A, 1996-08-09
ASSET-BACKED SECURITIES
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<PAGE>   1
                            Registration No. 33-98620

                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549

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

                               AMENDMENT NO. 1
                                      TO
                                   FORM T-1

                   STATEMENT OF ELIGIBILITY AND QUALIFICATION
                   UNDER THE TRUST INDENTURE ACT OF 1939 OF A
                    CORPORATION DESIGNATED TO ACT AS TRUSTEE

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

                              LASALLE NATIONAL BANK
               (Exact name of trustee as specified in its charter)
                                   36-1521370
                      (I.R.S. Employer Identification No.)

                  135 South LaSalle Street, Suite 1740 Chicago,
                 Illinois 60674 (Address, including zip code, of
                          principal executive offices)

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

                               Mr. Robert K. Quinn
                    Senior Vice President and General Counsel
                            Telephone: (312) 443-2010
                            135 South LaSalle Street
                             Chicago, Illinois 60603
            (Name, address and telephone number of agent for service)

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

                 AMERICREDIT AUTOMOBILE RECEIVABLES TRUST 1996-C
               (Exact name of obligor as specified in its charter)

         DELAWARE                                           NOT APPLICABLE
(State or other jurisdiction of                             (I.R.S. Employer
incorporation or organization)                              Identification No.)

C/O    Bankers Trust, Delaware
       1001 Jefferson Street, Suite 550
       Wilmington, Delaware 19801
(Address, including zip code, of registrant's Principal Executive Offices)

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

                CLASS A-1 5.574% MONEY MARKET ASSET BACKED NOTES
                   CLASS A-2 FLOATING RATE ASSET BACKED NOTED
                       CLASS A-3 6.40% ASSET BACKED NOTES
                       (Title of the indenture securities)
<PAGE>   2
ITEM 1.  GENERAL INFORMATION

         Furnish the following information as to the trustee:

         (a)      Name and address of each examining or supervising authority to
                  which it is subject.

                  1.    Comptroller of the Currency, Washington D.C.

                  2.    Federal Deposit Insurance Corporation, Washington, D.C.

                  3.    The Board of Governors of the Federal Reserve Systems,
                        Washington, D.C.

         (b)      Whether it is authorized to exercise corporate trust powers.

                         Yes.

ITEM 2.  AFFILIATIONS WITH OBLIGOR AND UNDERWRITERS.

         If the obligor or any underwriter for the obligor is an
         affiliate of the trustee, describe each such affiliation.

         Neither the obligor nor any underwriter for the obligor is an affiliate
         of the trustee.

ITEM 3.    VOTING SECURITIES OF THE TRUSTEE.

         Furnish the following information as to each class of voting securities
         of the trustee:

                  Not applicable
<PAGE>   3
ITEM 4.  TRUSTEESHIPS UNDER OTHER INDENTURES.

         If the trustee is a trustee under another indenture under which any
         other securities, or certificates of interest or participation in any
         other securities, of the obligor are outstanding, furnish the following
         information:

         (a)      Title of the securities outstanding under each other
                  indenture.

                       Americredit Receivables Finance Corp. 8.19% Automobile
                               Receivables Backed Notes Series 1994-A
                       Americredit Receivables Finance Corp. 6.55% Automobile
                               Receivables Backed Notes Series 1995-A


         (b)      A brief statement of the facts relied upon as a basis for the
                  claim that no conflicting interest within the meaning of
                  Section 310(b)(1) of the Act arises as a result of the
                  trusteeship under such other indenture, including a statement
                  as to how the indenture securities will rank as compared with
                  the securities issued under such other indenture.

                       No conflict exists, the indenture securities will
                               rank on par with other such indentures.


ITEM 5.  INTERLOCKING DIRECTORATES AND SIMILAR RELATIONSHIPS WITH THE OBLIGOR OR
         UNDERWRITERS.

         If the trustee or any of the directors or executive officers of the
         trustee is a director, officer, partner, employee, appointee, or
         representative of the obligor or of any underwriter for the obligor,
         identify each such person having any such connection and state the
         nature of each such connection.

                  Not applicable

ITEM 6.  VOTING SECURITIES OF THE TRUSTEE OWNED BY THE OBLIGOR OR ITS OFFICIALS.

         Furnish the following information as to the voting securities of the
         trustee owned beneficially by the obligor and each director, partner
         and executive officer of the obligor.

                  Not applicable
<PAGE>   4
ITEM 7.  VOTING SECURITIES OF THE TRUSTEE OWNED BY UNDERWRITERS OR THEIR
         OFFICIALS.

         Furnish the following information as to the voting securities of the
         trustee owned beneficially by each underwriter for the obligor and each
         director, partner, and executive officer of each such underwriter.

                  Not applicable

ITEM 8.  SECURITIES OF THE OBLIGOR OWNED OR HELD BY THE TRUSTEE.

         Furnish the following information as to securities of the obligor owned
         beneficially or held as collateral security for obligations in default
         by the trustee:

                  Not applicable

ITEM 9.  SECURITIES OF THE UNDERWRITER OWNED OR HELD BY THE  TRUSTEE.

         If the trustee owns beneficially or holds as collateral security for
         obligations in default any securities of an underwriter for the
         obligor, furnish the following information as to each class of
         securities of such underwriter any of which are so owned or held by the
         trustee.

                  Not applicable

ITEM 10. OWNERSHIP OR HOLDINGS BY THE TRUSTEE OF VOTING SECURITIES OF CERTAIN
         AFFILIATES OR SECURITY HOLDERS OF THE OBLIGOR.

         If the trustee owns beneficially or holds as collateral security for
         obligations in default voting securities of a person who, to the
         knowledge of the trustee (1) owns 10 percent or more of the voting
         securities of the obligor or (2) is an affiliate, other than a
         subsidiary, of the obligor, furnish the following information as to the
         voting securities of such person.

                  Not applicable

ITEM 11. OWNERSHIP OR HOLDINGS BY THE TRUSTEE OF ANY SECURITIES OF A PERSON
         OWNING 50 PERCENT OR MORE OF THE VOTING SECURITIES OF THE OBLIGOR.

         If the trustee owns beneficially or holds as collateral security for
         obligations in default any securities of a person who, to the knowledge
         of the trustee, owns 50 percent or more of the voting securities of the
         obligor, furnish the following information as to each class of
         securities of such person any of which are so owned or held by the
         trustee.

                  Not applicable
<PAGE>   5
ITEM 12. INDEBTEDNESS OF THE OBLIGOR TO THE TRUSTEE.

         If the obligor is indebted to the trustee, furnish the following
         information.

                  Not applicable

ITEM 13. DEFAULTS BY THE OBLIGOR.

         a) State whether there is or has been a default with respect to the
         securities under this indenture. Explain the nature of any such
         default.

                  Not applicable

         b) If the trustee is a trustee under another indenture under which any
         other securities, or certificates of interest or participation in any
         other securities, of the obligor are outstanding, or is trustee for
         more than one outstanding series of securities under the indenture,
         state whether there has been a default under any such indenture or
         series, identify the indenture or series affected, and explain the
         nature of any such default.

                  No defaults have occurred

ITEM 14. AFFILIATIONS WITH THE UNDERWRITERS.

         If any underwriter is an affiliate of the trustee, describe each such
         affiliation.

                  Not applicable

ITEM 15. FOREIGN TRUSTEE.

         Identify the order or rule pursuant to which the foreign trustee is
         authorized to act as sole trustee under indentures qualified or to be
         qualified.

                  Not applicable
<PAGE>   6



ITEM 16. LIST OF EXHIBITS.

         List below all exhibits filed as part of this statement of eligibility
         and qualification.

                 *1.       A copy of the Articles of Association of LaSalle
                           National Bank now in effect.

                 *2.       A copy of the certificate of authority to commence
                           business.

                 *3.       A copy of the authorization to exercise corporate
                           trust powers.

                 *4.       A copy of the existing By-Laws of LaSalle National
                           Bank.

                  5.       Not applicable.

                 *6.       The consent of the trustee required by Section 321(b)
                           of the Trust Indenture Act of 1939.

                  7.       A copy of the latest report of condition of the
                           trustee published pursuant to law or the requirements
                           of its supervising or examining authority.

                  8.       Not applicable.

                  
                 9.       Not applicable.
- ----------
* Previously filed.
<PAGE>   7
                                    SIGNATURE

Pursuant to the requirements of the Trust Indenture Act of 1939, the trustee,
LaSalle National Bank, a corporation organized and existing under the laws of
the United States of America, has duly caused this statement of eligibility and
qualification to be signed on its behalf by the undersigned, thereunto duly
authorized, all in the City of Chicago, State of Illinois, on the 8th day of
August 1996.

                                                 LaSalle National Bank



                                                 By:      /s/ Brian D. Ames
                                                    ---------------------------
                                                          Brian D. Ames
                                                          Trust Officer
<PAGE>   8
                                    EXHIBIT 7

                          Latest Report of Condition of
                          Trustee published pursuant to
                          law or the requirement of its
                        surviving or examining authority.
<PAGE>   9
LaSalle National Bank      Call Date: 06/30/96    ST-BK: 17-1520      FFIEC 031
120 South LaSalle Street                                              Page RC- 1
Chicago IL 60603           Vendor ID: D           CERT: 15407         11

Transit Number: 71000505

CONSOLIDATED REPORT OF CONDITION FOR INSURED COMMERCIAL AND STATE-CHARTERED
SAVINGS BANKS FOR JUNE 30, 1996

All schedules are to be reported in thousands of dollars. Unless otherwise
indicated, report the amount outstanding as of the last business day of the
quarter.

SCHEDULE RC - BALANCE SHEET


<TABLE>
<CAPTION>
                                                                                                                             C400
                                                                                                         Dollar Amounts in Thousands
- ------------------------------------------------------------------------------------------------------------------------------------
ASSETS
<S>                                                                                                 <C>      <C>             <C>
1.  Cash and balances due from depository institutions (from Schedule RC-A):______________________  RCFD
    a. Noninterest-bearing balances and currency and coin (1)_____________________________________  0081. .     507,809       1.a

    b. Interest-bearing balances (2)_______________________________________________________________ 0071. .         277       1.b

2.  Securities:
    a. Held-to-maturity securities (from Schedule RC-B, column A)_________________________________  1754. .   1,102,928       2.a

    b. Available-for-sale securities (from Schedule RC-B, column D)_______________________________  1773. .   2,459,147       2.b

3.  Federal funds sold and securities purchased under agreements to resell in
    domestic offices of the bank and of its Edge and Agreement subsidiaries, and
    in IBFs:
    a. Federal funds sold_________________________________________________________________________  0276. .     120,234       3.a 

    b. Securities purchased under agreements to resell____________________________________________  0277. .           0       3.b

4.  Loans and lease financing receivables:
    a. Loans and leases, net of unearned income                RCFD
       (from Schedule RC-C)__________________________________  2122 . .7,563,456                            . . . . . .       4.a

    b. LESS: Allowance for loan and lease losses____________   3123 . .  139,202                            . . . . . .       4.b

    c. LESS: Allocated transfer risk reserve________________   3128 . .        0                            . . . . . .       4.c

    d. Loans and leases, net of unearned income,
       allowance, and reserve (item 4.a minus 4.b and 4.c)________________________________________  2125. .   7,424,254       4.d

5.  Trading assets (from Schedule RC-D)___________________________________________________________  3545. .      81,926       5.

6.  Premises and fixed assets (including capitalized leases)______________________________________  2145. .      33,088       6.

7.  Other real estate owned (from Schedule RC-M)__________________________________________________  2150. .       7,379       7.

8.  Investments in unconsolidated subsidiaries and associated companies (from
    Schedule RC-M)________________________________________________________________________________  2130. .           0       8.

9.  Customers' liability to this bank on acceptances outstanding__________________________________  2155. .      11,851       9.

10. Intangible assets (from Schedule RC-M)________________________________________________________  2143. .      22,632      10.

11. Other assets (from Schedule RC-F)_____________________________________________________________  2160. .     256,451      11.

12. Total assets (sum of items 1 through 11)______________________________________________________  2170. .  12,027,976      12.
</TABLE>


_________________
(1) Includes cash items in process of collection and unposted debits.

(2) Includes time certificates of deposit not held for trading.
<PAGE>   10
LaSalle National Bank       Call Date: 06/30/95    ST-BK: 17-1520    FFIEC  031
120 South LaSalle Street                                             Page RC- 2
Chicago IL 60603            Vendor ID: D           CERT: 15407       12

Transit Number: 71000505

SCHEDULE RC - CONTINUED

<TABLE>
<CAPTION>
                                                                                                         Dollar Amounts in Thousands
- ------------------------------------------------------------------------------------------------------------------------------------
<S>                                                                                                 <C>      <C>           <C>
LIABILITIES
13. Deposits:
    a. In domestic offices (sum of totals of                                                         RCON
       columns A and C from Schedule RC-E, part I)_____________________________       _____________  2200. .   6,072,781   13.a

                                                               RCON
       (1) Noninterest-bearing (1)__________________________   6631. .1,427,587                             . . . . . .    13.a.1
       (2) Interest-bearing_________________________________   6636. .4,645,194                             . . . . . .    13.a.2
                                                                                                    RCFN
    b. In foreign offices, Edge and Agreement subsidiaries and IBFs (from
       Schedule RC-E, part II)____________________________________________________________________  2200      1,851,846    13.b
                                                               RCFN
       (1) Noninterest-bearing______________________________   6631. .        0                             . . . . . .    13.b.1
       (2) Interest-bearing_________________________________   6636. .1,851,846                             . . . . . .    13.b.2 

14. Federal funds purchased and securities sold under agreements to repurchase
    in domestic offices of the bank and of its Edge and Agreement subsidiaries,
    and in IBFs:
                                                                                                    RCFD
    a. Federal funds purchased____________________________________________________________________  0278. .   1,579,062    14.a
    b. Securities sold under agreements to repurchase_____________________________________________  0279. .     207,689    14.b
                                                                                                    RCON
15. a. Demand notes issued to the U.S. Treasury___________________________________________________  2840. .     335,490    15.a
                                                                                                    RCFD
    b. Trading liabilities (from Schedule RC-D)___________________________________________________  3548. .      41,859    15.b

16. Other borrowed money:
    a. With a remaining maturity of one year or less_________________________________________________  2332. .     707,673    16.a
    b. With a remaining maturity of more than one year_______________________________________________  2333. .      79,069    16.b
17. Mortgage indebtedness and obligations under capitalized leases________________________________  2910. .           0    17.
18. Bank's liability on acceptances executed and outstanding______________________________________  2920. .      11,851    18.
19. Subordinated notes and debentures_____________________________________________________________  3200. .     242,500    19.
20. Other liabilities (from Schedule RC-G)________________________________________________________  2930. .     203,909    20.
21. Total liabilities (sum of items 13 through 20)________________________________________________  2948. .  11,333,729    21.
22. Limited-life preferred stock and related surplus______________________________________________  3282. .           0    22.

EQUITY CAPITAL
                                                                                                    RCFD
23. Perpetual preferred stock and related surplus_________________________________________________  3838. .           0    23.
24. Common stock__________________________________________________________________________________  3230. .      18,417    24.
25. Surplus (exclude all surplus related to preferred stock)______________________________________  3839. .     126,213    25.
26. a. Undivided profits and capital reserves_____________________________________________________  3632. .     566,393    26.a
    b. Net unrealized holding gains (losses) on available-for-sale securities_____________________  8434. .     (16,776)   26.b
27. Cumulative foreign currency translation adjustments___________________________________________  3284. .           0    27.
28. Total equity capital (sum of items 23 through 27)_____________________________________________  3210. .     694,247    28.
29. Total liabilities, limited-life preferred stock, and equity capital (sum of
    items 21, 22, and 28)_________________________________________________________________________  3300. .  12,027,976    29.

MEMORANDUM

TO BE REPORTED ONLY WITH THE MARCH REPORT OF CONDITION.
1.  Indicate in the box at the right the number of the statement below that
    best describes the most comprehensive level of auditing work performed
    for the bank by independent external auditors as of any date                                    RCFD         Number
    during 1995___________________________________________________________________________________  6724. .         N/A     M.1
</TABLE>

1 =  Independent audit of the bank conducted in accordance with generally 
     accepted auditing standards by a certified public accounting firm which 
     submits a report on the bank
<PAGE>   11
2 =  Independent audit of the bank's parent holding company conducted in
     accordance with generally accepted auditing standards by a certified public
     accounting firm which submits a report on the consolidated holding company
     (but not on the bank separately)

3 =  Directors' examination of the bank conducted in accordance with generally 
     accepted auditing standards by a certified public accounting firm (may be 
     required by state chartering authority)

4 =  Directors' examination of the bank performed by other external auditors 
     (may be required by state chartering authority)

5 =  Review of the bank's financial statements by external auditors

6 =  Compilation of the bank's financial statements by external auditors

7 =  Other audit procedures (excluding tax preparation work)

8 =  No external audit work

_________________

(1)  Includes total demand deposits and noninterest-bearing time and savings 
     deposits.


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