AMERICREDIT CORP, S-3/A, 1999-08-17

AMERICREDIT CORP
S-3/A, 1999-08-17
FINANCE SERVICES

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<PAGE>

As filed with the Securities and Exchange Commission on August 17, 1999
Registration No. 333-82999
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SECURITIES AND EXCHANGE COMMISSION

AMENDMENT NO. 2 TO
FORM S-3
REGISTRATION STATEMENT
Under
The Securities Act of 1933

AmeriCredit Corp.
(Exact name of registrant as specified in its charter)
Texas 75-2291093
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
801 Cherry Street, Suite 3900
Fort Worth, Texas 76102
(817) 302-7000
(Address, including zip code, and telephone number, including area code, of
registrant's principal executive offices)
Daniel E. Berce
Chief Financial Officer
801 Cherry Street, Suite 3900
Fort Worth, Texas 76102
(817) 302-7000
(Name, address, including zip code, and telephone number, including area code,
of agent for service)
Copies to:
L. Steven Leshin, Esq. Paul K. Risko, Esq.
Jenkens & Gilchrist, P.C. Sidley & Austin
1445 Ross Avenue, Suite 3200 875 Third Avenue
Dallas, Texas 76202-2799 New York, NY 10022
(214) 855-4500 (212) 906-2000
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Approximate date of commencement of proposed sale to the public: As soon as
practicable after the effective date of this Registration Statement.
If the only securities being registered on this Form are being offered
pursuant to dividend or interest reinvestment plans, please check the following
box. [_]
If any of the securities being registered on this Form are to be offered on
a delayed or continuous basis pursuant to Rule 415 under the Securities Act of
1933, other than securities offered in connection with dividend or interest
reinvestment plans, check the following box. [_]
If this Form is filed to register additional securities for an offering
pursuant to Rule 462(b) under the Securities Act, please check the following
box and list the Securities Act registration statement number of the earlier
effective registration statement for the same offering. [_]
If this Form is a post-effective amendment filed pursuant to Rule 462(c)
under the Securities Act, check the following box and list the Securities Act
registration statement number of the earlier effective registration statement
for the same offering. [_]
If delivery of the prospectus is expected to be made pursuant to Rule 434,
please check the following box. [_]

CALCULATION OF REGISTRATION FEE
<TABLE>
<CAPTION>
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Proposed
Proposed Maximum
Title of Each Class of Amount Maximum Aggregate Amount of
Securities to be to be Offering Price Offering Registration
Registered Registered(1) Per Share(2) Price(2) Fee(3)
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<S> <C> <C> <C> <C>
Common Stock, $0.01 par
value per share....... 9,200,000 $15.6875 $144,325,000 $40,266.68
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</TABLE>
(1) Includes 1,200,000 shares that the Underwriters have the option to purchase
to cover over-allotments, if any.
(2) Estimated solely for the purpose of calculating the registration fee and
calculated pursuant to Rule 457(c) under the Securities Act and based upon
the last sales price of the Company's common stock on July 14, 1999, as
reported on the New York Stock Exchange.
(3) Previously paid.
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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 which specifically states that this registration
statement shall thereafter become effective in accordance with Section 8(a) of
the Securities Act of 1933 or until the registration statement shall become
effective on such date as the Commission, acting pursuant to said Section 8(a),
may determine.

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<PAGE>

EXPLANATORY NOTE

This Registration Statement contains two forms of prospectus: one to be
used in connection with a United States and Canadian offering (the "U.S.
Prospectus") and one to be used in a concurrent international offering (the
"International Prospectus"). The two prospectuses will be identical in all
respects except for the front cover pages and the underwriters table on page
56. Final forms of each prospectus will be filed with the Securities and
Exchange Commission under Rule 424(b).
<PAGE>

++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++
+The information in this preliminary prospectus is not complete and may be +
+changed. These securities may not be sold until the registration statement +
+filed with the Securities and Exchange Commission is effective. This +
+preliminary prospectus is not an offer to sell nor does it seek an offer to +
+buy these securities in any jurisdiction where the offer or sale is not +
+permitted. +
++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++

SUBJECT TO COMPLETION, DATED August 17, 1999

[LOGO OF AMERI CREDIT CORP. APPEARS HERE]

8,000,000 Shares
Common Stock

AmeriCredit Corp. is offering 8,000,000 shares of its common stock to be sold
in the offering. AmeriCredit's common stock is quoted on the New York Stock
Exchange under the symbol "ACF." The last reported sale price of the common
stock on the New York Stock Exchange on July 15, 1999 was $16.00 per share.

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

Investing in our common stock involves risks.
See "Risk Factors" beginning on page 9.

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<TABLE>
<CAPTION>
Per Share Total
--------- -----
<S> <C> <C>
Public Offering Price........................................... $ $
Underwriting Discounts and Commissions.......................... $ $
Proceeds to AmeriCredit......................................... $ $
</TABLE>

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

The Securities and Exchange Commission and state securities regulators have
not approved or disapproved these securities, or determined if this prospectus
is truthful or complete. Any representation to the contrary is a criminal
offense.

AmeriCredit has granted the underwriters a 30-day option to purchase up to an
additional 1,200,000 of common stock to cover over-allotments. BancBoston
Robertson Stephens Inc. expects to deliver the shares of common stock against
payment in New York on , 1999.

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

BancBoston Robertson Stephens

Salomon Smith Barney

U.S. Bancorp Piper Jaffray

The date of this prospectus is , 1999.
<PAGE>

You should rely only on the information contained or incorporated by
reference in this prospectus. We have not authorized anyone to provide you with
information different from that contained in this prospectus. We are offering
to sell, and seeking offers to buy, shares of common stock only in
jurisdictions where offers and sales are permitted. The information contained
in this prospectus is accurate only as of the date of this prospectus,
regardless of the time of delivery of this prospectus or of any sale of the
common stock. In this prospectus, "AmeriCredit", the "Company", "we", "us", and
"our" refer to AmeriCredit Corp. and its subsidiaries.

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TABLE OF CONTENTS

<TABLE>
<S> <C>
Summary................................................................... 4
Summary Financial and Operating Information............................... 7
Risk Factors.............................................................. 9
Forward-Looking Statements................................................ 19
Use of Proceeds........................................................... 20
Price Range of Common Stock............................................... 21
Dividend Policy........................................................... 21
Capitalization............................................................ 22
Selected Consolidated Financial Data...................................... 23
Management's Discussion and Analysis of Financial Condition and Results of
Operations.............................................................. 25
Business.................................................................. 39
Management................................................................ 51
Principal Shareholders.................................................... 55
Underwriting.............................................................. 56
Legal Matters............................................................. 57
Experts................................................................... 57
Where You Can Find More Information....................................... 58
Incorporation of Certain Documents by Reference........................... 58
Index to Consolidated Financial Statements................................ F-1
</TABLE>

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AmeriCredit(R) and the AmeriCredit logo are trademarks and service marks of
AmeriCredit Corp.

3
<PAGE>

SUMMARY

You should read the entire prospectus, especially "Risk Factors" and the
consolidated financial statements and notes, before deciding to invest in
shares of our common stock. Unless we indicate otherwise, all information in
this prospectus assumes the underwriters will not exercise their over-allotment
option.

Our Company

We are a consumer finance company specializing in purchasing, securitizing
and servicing retail automobile installment sales contracts originated by
franchised and select independent dealers in connection with the sale of late
model used and to a lesser extent new automobiles. Because we currently do not
lend directly to consumers, we are what is commonly known as an indirect
lender. We target borrowers with limited credit histories, modest incomes or
those who have experienced prior credit difficulties, otherwise known as non-
prime borrowers. With the use of proprietary credit scoring models, we
underwrite contracts on a decentralized basis through a branch office network.
These credit scoring models, combined with experienced underwriting personnel,
enable us to implement a risk-based pricing approach to structuring and
underwriting individual contracts. Our centralized risk management department
monitors these underwriting strategies and portfolio performance to balance
credit quality and profitability objectives. We service our loan portfolio at
regional facilities located in Fort Worth, Texas, Tempe, Arizona and Charlotte,
North Carolina using automated loan servicing and collection systems.

We had 176 branch offices as of June 30, 1999. As a result of our expansion
strategy, we have been able to increase our aggregate volume of automobile
installment sales contracts purchased to $1,737.8 million in fiscal 1998 from
$18.3 million in fiscal 1993. We have continued this growth during the first
nine months of fiscal 1999, with purchases aggregating $1,990.9 million,
compared to $1,176.7 million during the same period in fiscal 1998. For fiscal
1998, the average principal amount financed was $12,479 and the weighted
average APR of contracts we purchased was 19.1%.

We generate earnings and cash flow primarily through the purchase,
retention, securitization and servicing of automobile receivables. In each
securitization, we sell automobile receivables to a trust that, in turn, sells
asset-backed securities to investors. We recognize a gain on the sale of the
receivables to the trust and receive monthly excess cash flow distributions
from the trust resulting from the difference between the interest received from
the consumer obligors on the receivables and the interest on the asset-backed
securities paid to investors, net of losses and expenses. Although the
aggregate amount of excess cash flow does not change, the timing of our receipt
of excess cash flow distributions is dependent on the type of structure we use.
Historically, we used a structure that involved a higher initial cash deposit
and resulted in receipt of excess cash flow distributions approximately seven
to nine months after the receivables were securitized. Since November 1997, we
have employed a structure that involves a lower initial cash deposit. Under
this structure, we expect to begin to receive excess cash flow distributions
approximately 20 to 24 months after the receivables are securitized. We
received excess cash flow of $43.8 million from securitization trusts in fiscal
1998. Due to the time delay associated with distributions of excess cash flow
from securitizations, we expect to receive increased cash flow distributions in
fiscal 2000 from trusts created as a result of securitization transactions
occurring in fiscal 1998. Prior to the time when we begin to receive excess
cash flow, all excess cash flow is utilized to fund credit enhancement
requirements to secure financial guaranty insurance policies issued by a
monoline insurance company to protect investors in the asset-backed securities
from losses. Once predetermined credit enhancement requirements are reached and
maintained, excess cash flow is distributed to us. In addition to excess cash
flow, we earn servicing fees of 2.25% per annum of the outstanding principal
balance of receivables securitized. Since our first securitization transaction
in December 1994, we have securitized approximately $5.8 billion of automobile
receivables in private and public offerings of asset-backed securities,
including a $1.0 billion securitization in May 1999.

4
<PAGE>

Industry Overview

According to CNW Marketing/Research, an independent automobile finance
market research firm, the automobile finance industry is the second largest
consumer finance industry in the United States with over $603 billion of loan
and lease originations during 1998. The industry is generally segmented
according to the type of car sold (new vs. used) and the credit characteristics
of the borrower (prime vs. non-prime). The non-prime segment of the market
accounted for approximately $188 billion of these originations, including
approximately $112 billion of new car loans and $76 billion of used car loans.
Competition in the field of automobile finance is intense. The automobile
finance market is highly fragmented and is served by a variety of financial
entities including the captive finance affiliates of major automotive
manufacturers, banks, thrifts, credit unions and independent finance companies.

Our Solution

We have developed a business model and a technology platform that we
believe allows us to compete effectively in the non-prime automobile finance
business throughout the United States. The key aspects of our solution are:

. decentralized marketing platform;

. use of proprietary credit scoring models for risk-based pricing;

. sophisticated risk management techniques;

. high investment in technology to support operating efficiency and growth;
and

. funding and liquidity through securitizations.

Our Business Strategy

Our principal objective is to continue to build upon our position as a
leading lender to non-prime borrowers. To achieve this objective, we are using
the following strategies:

. continued growth in contract purchase volume;

. continued enhancement of our proprietary credit scoring models with new
data;

. continued investment in technology; and

. continued efforts to lower our cost of funds.

Our Address

Our principal executive offices are located at 801 Cherry Street, Suite
3900, Fort Worth, Texas 76102 and our telephone number is 817-302-7000.

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Information contained on our Web site should not be considered a part of this
prospectus.

5
<PAGE>

The Offering

<TABLE>
<S> <C>
Common stock offered by AmeriCredit..... 8,000,000 shares
Common stock to be outstanding after
this offering......................... 72,013,201 shares
Use of proceeds......................... To provide us with additional capital
to fund our growth, including
increasing the amount of automobile
and other loans we can acquire,
originate and hold for pooling and
sale in the asset-backed securities
market, to support securitization
transactions and for other working
capital needs and general corporate
purposes. We may use the net proceeds
to reduce our balances under our
warehouse facilities, our credit
agreement and our mortgage subsidiary
credit agreement. See "Use of
Proceeds."
New York Stock Exchange symbol.......... ACF
</TABLE>

6
<PAGE>

SUMMARY FINANCIAL AND OPERATING INFORMATION
(dollars in thousands, except per share data)

The following table presents summary unaudited financial data for the five
most recent fiscal years and the first nine months of the current and most
recent fiscal year, which is from our consolidated financial statements. Since
the information in this table is only a summary and does not provide all of the
information contained in our financial statements, including the related notes,
you should read "Management's Discussion and Analysis of Financial Condition
and Results of Operations" and our consolidated financial statements contained
elsewhere in this prospectus.

<TABLE>
<CAPTION>
Nine Months Ended
Fiscal Year Ended June 30, March 31,
--------------------------------------------------------------- ------------------------
1994 1995 1996(1) 1997(1) 1998(1) 1998(1) 1999
----------- ----------- ----------- ----------- ----------- ----------- -----------
<S> <C> <C> <C> <C> <C> <C> <C>
Statement of Income
Data:
Revenue:
Finance charge income.. $ 7,820 $ 29,039 $ 51,679 $ 44,910 $ 55,837 $ 40,052 $ 51,538
Gain on sale of
receivables.......... -- -- 21,405 52,323 103,194 71,838 116,551
Servicing fee income... -- -- 3,892 23,492 47,910 34,389 61,702
Other income........... 8,062 4,045 2,659 2,631 2,395 1,901 3,361
----------- ----------- ----------- ----------- ----------- ----------- -----------
Total revenue........... 15,882 33,084 79,635 123,356 209,336 148,180 233,152
Costs and expenses...... 10,817 23,066 46,722 74,822 129,174 90,621 148,009
----------- ----------- ----------- ----------- ----------- ----------- -----------
Income before taxes..... 5,065 10,018 32,913 48,534 80,162 57,559 85,143
Provision (credit) for
taxes(2).............. -- (18,875) 12,148 18,685 30,861 22,159 32,780
----------- ----------- ----------- ----------- ----------- ----------- -----------
Net income.............. $ 5,065 $ 28,893 $ 20,765 $ 29,849 $ 49,301 $ 35,400 $ 52,363
Diluted earnings per
share................. $ 0.08 $ 0.48 $ 0.34 $ 0.48 $ 0.76 $ 0.55 $ 0.78
Weighted average shares
outstanding(3)........ 63,636,166 60,761,498 60,406,596 61,574,548 65,203,460 64,644,030 66,822,426
Other Data:
Auto receivable
originations.......... $ 65,929 $ 230,176 $ 432,442 $ 906,794 $ 1,737,813 $ 1,176,734 $ 1,990,893
Managed auto
receivables........... $ 67,636 $ 240,491 $ 523,981 $ 1,138,255 $ 2,302,516 $ 1,924,796 $ 3,553,208
Average managed auto
receivables........... $ 37,507 $ 141,526 $ 357,966 $ 792,155 $ 1,649,416 $ 1,495,784 $ 2,892,752
Auto loans securitized.. $ -- $ 150,170 $ 270,351 $ 817,500 $ 1,637,499 $ 1,117,499 $ 1,920,001
Number of branches...... 18 31 51 85 129 119 168
Average principal amount
per managed auto
receivable (in
dollars).............. $ 7,215 $ 7,773 $ 8,746 $ 10,087 $ 10,782 $ 10,584 $ 11,074
Ratios:
Ratio of earnings to
fixed charges(4)...... 31.2x 3.5x 3.5x 4.0x 4.0x 4.0x 4.3x
Percentage of total
indebtedness to total
capitalization........ 0.3% 47.9% 48.7% 51.8% 54.7% 55.3% 55.1%
Return on average common
equity(5)............. 4.1% 23.1% 13.7% 16.4% 20.1% 20.5% 21.3%
Operating expenses as a
percentage of average
managed auto
receivables(5)........ 15.0% 10.0% 7.2% 6.2% 5.4% 5.5% 5.0%
Percentage of senior
unsecured debt to
total equity.......... 0.0% 0.0% 0.0% 60.0% 60.8% 63.1% 48.5%
Asset Quality Data:
Delinquencies as a
percentage of managed
auto receivables...... 1.9% 2.0% 3.1% 3.2% 2.6% 2.6% 2.3%
Net charge-offs as a
percentage of average
managed auto
receivables(5)........ 3.8% 4.5% 5.6% 5.5% 5.3% 5.4% 4.8%
Allowance as a
percentage of managed
auto receivables...... 11.4% 8.1% 7.5% 7.7% 8.3% 8.0% 8.7%
</TABLE>

7
<PAGE>

<TABLE>
<CAPTION>
March 31, 1999
--------------------
June 30, June 30, As
1997 1998 Actual Adjusted(6)
-------- -------- -------- -----------
<S> <C> <C> <C> <C>
Balance Sheet Data:
Cash and cash equivalents.............. $ 6,027 $ 33,087 $ 36,846 $ 96,095
Credit enhancement assets(7)........... 161,395 286,309 413,653 413,653
Auto receivables held for sale......... 275,249 334,110 400,722 400,722
Total assets........................... 475,493 713,671 937,982 1,003,231
Credit agreements...................... 71,700 -- 603 --
Mortgage subsidiary credit
agreement(8)......................... 345 24,900 21,267 --
Warehouse facilities................... -- 140,708 233,661 --
Senior notes........................... 125,000 175,000 175,000 375,000
Other notes payable.................... 27,206 6,410 12,759 12,759
Total debt............................. 224,251 347,018 443,290 387,759
Shareholders' equity................... 208,261 287,848 360,764 481,624
</TABLE>
- --------
(1) We restated our financial statements for the fiscal years ended June 30,
1996, 1997 and 1998 and interim periods within those fiscal years as a
result of a retroactive change in our method of measuring and accounting
for credit enhancement assets to the cash-out method from the cash-in
method. See Note 2 of Notes to Consolidated Financial Statements.
(2) We recognized an income tax benefit in fiscal 1995 equal to the expected
future tax savings from using our net operating loss carry forward and
other future tax benefits.
(3) All share data for the periods presented have been adjusted to
retroactively reflect the two-for-one stock split paid on September 30,
1998.
(4) Represents the ratio of the sum of income before taxes plus interest
expense for the period to interest expense.
(5) Data for the nine-month periods ended March 31, 1998 and 1999 have been
annualized.
(6) The as adjusted balance sheet data have been calculated giving effect to
(i) the offering of $200.0 million aggregate principal amount of 9.875%
Senior Notes on April 20, 1999 and (ii) the offering by us of 8,000,000
shares of common stock at an assumed public offering price of $16.00 per
share after deducting underwriting discounts and offering expenses and the
application of the net proceeds as if each occurred on March 31, 1999. See
"Capitalization" and "Use of Proceeds."
(7) Credit enhancement assets consist of restricted cash, investments in Trust
receivables and interest-only receivables. See Note 4 of Notes to
Consolidated Financial Statements.
(8) Fully guaranteed by us and certain of our subsidiaries.

8
<PAGE>

RISK FACTORS

This offering involves a high degree of risk. You should carefully consider
the risks described below and the other information in this prospectus before
deciding to invest in shares of our common stock. Our business, operating
results and financial condition could be adversely affected by any of the
following risks. The trading price of our common stock could decline due to any
of these risks, and you could lose all or part of your investment. You should
also refer to the other information set forth in this prospectus, including our
financial statements and the related notes.

This prospectus also contains forward-looking statements that involve risks
and uncertainties. These statements relate to our future plans, objectives,
expectations and intentions, and the assumptions underlying or relating to any
of these statements. These statements may be identified by the use of words
such as "expects", "anticipates", "intends", and "plans" and similar
expressions. Our actual results could differ materially from those discussed in
these statements. Factors that could contribute to such differences include,
but are not limited to, those discussed below and elsewhere in this prospectus.

Our ability to continue to purchase contracts and to fund our business is
dependent on a number of financing sources

Credit Facilities and Warehouse Facilities. We depend on credit facilities
and warehouse facilities with financial institutions to finance our purchase of
contracts pending securitization. At the date of this prospectus, we have five
credit and warehouse facilities with various financial institutions providing
for revolving credit borrowings of up to a total of $1,070.0 million and $20.0
million Cdn., subject to defined borrowing bases. We have a $505.0 million
warehouse facility which expires in September 1999 and a $375.0 million
warehouse facility which expires in March 2000. Our bank credit agreement,
which provides for up to $115.0 million of revolving borrowings subject to a
borrowing base, matures in March 2000 and the $20.0 million Cdn. bank facility
to fund Canadian auto receivables expires in November 1999. Our mortgage
subsidiary credit agreement, which provides for up to $75.0 million of
revolving borrowings subject to a borrowing base, matures in July 1999. We
cannot assure you that any of these financing resources will continue to be
available to us on reasonable terms or at all. The availability of these
financing sources depends on factors outside of our control, including
regulatory capital treatment for unfunded bank lines of credit and the
availability of bank liquidity in general. If we are unable to extend or
replace any of these facilities and arrange new credit or warehouse facilities,
we will have to curtail our contract purchasing activities, which would have a
material adverse effect on our financial position, liquidity and results of
operations.

Our credit facilities and warehouse facilities contain extensive
restrictions and covenants and require us to maintain specified financial
ratios and satisfy specified financial tests, including maintenance of asset
quality and portfolio performance tests. Failure to meet any of these
covenants, financial ratios or financial tests could result in an event of
default under these agreements. If an event of default occurs under these
agreements, the lenders could elect to declare all amounts outstanding under
these agreements to be immediately due and payable, enforce their interests
against collateral pledged under such agreements and restrict our ability to
obtain additional borrowings under these agreements. Our ability to meet those
financial ratios and tests can be affected by events beyond our control, and we
cannot assure you that we will meet those financial ratios and tests.

Securitization Program. Since December 1994, we have relied upon our
ability to aggregate and sell receivables in the asset-backed securities market
to generate cash proceeds for repayment of credit and warehouse facilities and
to purchase additional contracts from automobile dealers. Further, gains on
sales generated by our securitizations currently represent the single largest
component of our revenues. We try to effect securitizations of our receivables
on at least a quarterly basis. Accordingly, adverse changes in our asset-backed
securities program or in the asset-backed securities market for automobile
receivables generally could materially adversely affect our ability to purchase
and resell loans on a timely basis and upon terms reasonably favorable to us.
Any delay in the sale of receivables beyond a quarter-end would eliminate the
gain on sale in

9
<PAGE>

that quarter and adversely affect our reported earnings for that quarter. Any
of these adverse changes or delays would have a material adverse effect on our
financial position, liquidity and results of operations.

Credit Enhancement. To date, all of our securitizations have utilized
credit enhancement in the form of financial guaranty insurance policies issued
by Financial Security Assurance Inc. in order to achieve "AAA/Aaa" ratings,
which reduces the costs of securitizations relative to alternative forms of
financing available to us. Financial Security Assurance is not required to
insure our securitizations and we can give you no assurance that it will
continue to do so or that our future securitizations will be similarly rated.
Likewise, we are not required to utilize financial guaranty insurance policies
issued by Financial Security Assurance or any other form of credit enhancement
in connection with our securitizations. We have recently begun to utilize
reinsurance and other credit enhancement alternatives to reduce our initial
cash deposit related to securitizations. A downgrading of Financial Security
Assurance's credit rating or Financial Security Assurance's withdrawal of
credit enhancement or the lack of availability of reinsurance or other
alternative credit enhancements could result in higher interest costs for our
future securitizations and larger initial cash deposit requirements. These
events could have a material adverse effect on our financial position,
liquidity and results of operations.

To service our debt, we will require a significant amount of cash and our
ability to generate cash depends on many factors

Our ability to make payments on and to refinance our indebtedness and to
fund planned capital expenditures will depend on our ability to generate cash
in the future. This, to a certain extent, is subject to general economic,
financial, competitive, legislative, regulatory and other factors that are
beyond our control.

We require substantial amounts of cash to fund our contract purchase and
securitization activities. Although we recognize a gain on the sale of
receivables upon the closing of a securitization, we typically receive the cash
representing that gain over the actual life of the receivables securitized. We
also incur significant transaction costs in connection with a securitization
and incur both current and deferred tax liabilities as a result of the gains on
sale. Accordingly, our strategy of securitizing substantially all of our newly
purchased receivables and increasing the number of contracts purchased will
require substantial amounts of cash.

We expect to continue to require substantial amounts of cash as the volume
of our contract purchases increases and our securitization program grows. Our
primary cash requirements include the funding of:

. contract purchases pending their securitization and sale;

. credit enhancement requirements in connection with the securitization
and sale of the receivables;

. interest and principal payments under our warehouse facilities, our
credit agreement, our Canadian facility, our mortgage subsidiary credit
agreement, our notes and other indebtedness;

. fees and expenses incurred in connection with the securitization of
receivables and the servicing of them;

. capital expenditures for technology;

. ongoing operating expenses; and

. tax payments due on receipt of excess cash flows from securitization
trusts (the "Trusts").

Our primary sources of liquidity in the future are expected to be:

. existing cash;

. financings under our warehouse facilities, our credit agreement, our
Canadian facility and our mortgage subsidiary credit agreement;

10
<PAGE>

. sales of automobile receivables through securitizations;

. excess cash flow received from securitization trusts; and

. further issuances of debt or equity securities, depending on capital
market conditions.

Because our principal credit facilities are initially 364 days in length,
we must renew these facilities annually. In addition, because we expect to
continue to require substantial amounts of cash for the foreseeable future, we
anticipate that we will need to enter into debt or equity financings regularly,
in addition to quarterly securitizations. The type, timing and terms of
financing selected by us will be dependent upon our cash needs, the
availability of other financing sources and the prevailing conditions in the
financial markets. We cannot assure you that any of these sources will be
available to us at any given time or that the terms on which these sources may
be available will be favorable to us.

Our substantial indebtedness could adversely affect our financial health

We currently have, and after the offering, will continue to have a
significant amount of indebtedness. Our ability to make payments of principal
or interest on, or to refinance our indebtedness will depend on:

. our future operating performance; and

. our ability to enter into additional securitizations and debt and equity
financings, which to a certain extent is subject to economic, financial,
competitive and other factors beyond our control.

If we are unable to generate sufficient cash flow in the future to service
our debt, we may be required to refinance all or a portion of our existing debt
or to obtain additional financing. There can be no assurance that any such
refinancing would be possible or that any additional financing could be
obtained on terms acceptable to us. The inability to obtain additional
financing could have a material adverse effect on us.

Our substantial indebtedness could have important consequences to the
holders of common stock, including:

. we may be unable to satisfy our obligations under our outstanding senior
notes;

. we may be more vulnerable to adverse general economic and industry
conditions;

. we may find it more difficult to fund future working capital, capital
expenditures, acquisitions, general corporate purposes or other
purposes; and

. we will have to dedicate a substantial portion of our cash resources to
the payments on our indebtedness, thereby reducing the funds available
for operations and future business opportunities.

Our credit and warehouse facilities and indentures restrict our operations

Our credit and warehouse facilities and our indentures restrict our ability
to, among other things:

. sell or transfer assets;

. incur additional debt;

. repay other debt;

. pay dividends;

. make certain investments or acquisitions;

. repurchase or redeem capital stock;

. engage in mergers or consolidations; and

. engage in certain transactions with subsidiaries and affiliates.

11
<PAGE>

The credit and warehouse facilities and the indentures also require us to
comply with certain financial ratios, covenants and asset quality maintenance
requirements. These restrictions may interfere with our ability to obtain
financing or to engage in other necessary or desirable business activities.

If we cannot comply with the requirements in our credit and warehouse
facilities, then the lenders may require us to repay immediately all of the
outstanding debt under our facilities. If our debt payments were accelerated,
our assets might not be sufficient to fully repay our debt. These lenders may
also require us to use all of our available cash to repay our debt, they may
foreclose upon their collateral or they may prevent us from making payments to
other creditors on certain portions of our outstanding debt.

We may not be able to obtain a waiver of these provisions or refinance our
debt, if needed. In such a case, our business, results of operations and
financial condition would suffer.

There is a high degree of risk associated with non-prime borrowers

We specialize in purchasing, securitizing and servicing non-prime
receivables. Non-prime borrowers are associated with higher-than-average
delinquency and default rates. While we believe that we effectively manage
these risks with our proprietary credit scoring models, risk-based loan pricing
and other underwriting policies and collection methods, we can give you no
assurance that these criteria or methods will be effective in the future. In
the event that we underestimate the default risk or under-price contracts that
we purchase, our financial position, liquidity and results of operations would
be adversely affected, possibly to a material degree.

Defaults and prepayments on contracts purchased by us could adversely affect
our operations

Our results of operations, financial condition and liquidity depend, to a
material extent, on the performance of contracts purchased and held by us prior
to their sale in a securitization transaction, as well as the subsequent
performance of receivables sold to securitization trusts. Obligors under loans
acquired by us may default on or prepay these loans during the period prior to
their sale in a securitization transaction or if they remain owned by us. We
bear the full risk of losses resulting from payment defaults during that
period. In the event of a payment default, the collateral value of the financed
vehicle usually does not cover the outstanding loan balance and costs of
recovery. We maintain an allowance for losses on loans held by us, which
reflects management's estimates of anticipated losses for these loans. If the
allowance is inadequate, then we would recognize as an expense the losses in
excess of that allowance and results of operations could be adversely affected.
In addition, under the terms of our credit and warehouse facilities, we are not
able to borrow against defaulted loans and loans greater than 30 days
delinquent held by us.

We also retain a substantial portion of the default and prepayment risk
associated with the receivables that we sell in our securitizations. A large
component of the gain recognized on these sales and the corresponding assets
recorded on our balance sheet are credit enhancement assets, which are based on
the present value of estimated future excess cash flows from the securitized
receivables which will be received by us. Accordingly, credit enhancement
assets are calculated on the basis of management's assumptions concerning,
among other things, defaults and prepayments. Actual defaults and prepayments
may vary from management's assumptions, possibly to a material degree. As of
March 31, 1999, credit enhancement assets totaled $413.7 million. Depending on
our growth, credit enhancement assets may become a larger share of our overall
assets.

We are required to deposit substantial amounts of the cash flows generated
by our interests in our securitizations ("restricted cash") into spread
accounts which are pledged to Financial Security Assurance as security for our
obligation to reimburse Financial Security Assurance for any amounts which may
be paid out on financial guarantee insurance policies.

We regularly measure our default, prepayment and other assumptions against
the actual performance of securitized receivables. If we were to determine, as
a result of that regular review or otherwise, that we

12
<PAGE>

underestimated defaults or prepayments, or that any other material assumptions
were inaccurate, we would be required to adjust the carrying value of our
credit enhancement assets, which consist of restricted cash, investments in
Trust receivables and interest-only receivables, by making a charge to income
and writing down the carrying value of these assets on our balance sheet.
Future cash flows from securitization Trusts may also be less than expected and
our results of operations and liquidity would be adversely affected, possibly
to a material degree. In addition, an increase in defaults or prepayments would
reduce the size of our servicing portfolio which would reduce our servicing fee
income, further adversely affecting results of operations and cash flow. A
material write-down in credit enhancement assets and the corresponding
decreases in earnings and cash flow could limit our ability to service debt and
to enter into future securitizations and other financings. Although we believe
that we have made reasonable assumptions as to the future cash flows of the
various pools of receivables that have been sold in securitization
transactions, actual rates of default or prepayment may differ from those
assumed and other assumptions may be required to be revised upon future events.

Negative performance of auto contracts in our portfolio could adversely affect
our cash flow and servicing rights

Generally, the form of credit enhancement agreement we enter into in
connection with securitization transactions contains specified limits on the
delinquency, default and loss rates on the receivables included in each Trust.
If, at any measuring date, the delinquency, default or loss rate with respect
to any Trust were to exceed the specified limits, provisions of the credit
enhancement agreement would automatically increase the level of credit
enhancement requirements for that Trust. During the period in which the
specified delinquency, default and loss rates were exceeded, excess cash flow,
if any, from the Trust would be used to fund the increased credit enhancement
levels instead of being distributed to us, which would have an adverse effect
on our cash flow. Further, the credit enhancement requirements for each
securitization Trust are cross-collateralized to the credit enhancement
requirements established in connection with each of our other securitization
Trusts, so that excess cash flow from a performing securitization Trust insured
by Financial Security Assurance may be used to support increased credit
enhancement requirements for a nonperforming securitization Trust insured by
Financial Security Assurance, which would further restrict excess cash flow
available to us. We have on occasion exceeded these specified limits, however,
Financial Security Assurance has either waived each of these occurrences or
amended the agreements. We can give you no assurance that Financial Security
Assurance would waive any such future occurrence or amend the agreements. Any
refusal of Financial Security Assurance to waive any such future occurrence or
amend the agreements could have a material adverse effect on our financial
position, liquidity and results of operations.

The credit enhancement agreements we enter into in connection with
securitization transactions contain additional specified limits on the
delinquency, default and loss rates on the receivables included in each Trust
which are higher than the limits referred to in the preceding paragraph. If, at
any measuring date, the delinquency, default or loss rate with respect to any
Trust were to exceed these additional specified limits applicable to that
Trust, provisions of the credit enhancement agreements permit Financial
Security Assurance to terminate our servicing rights to the receivables sold to
that Trust. In addition, the servicing agreements are cross-defaulted so that a
default under one servicing agreement would allow Financial Security Assurance
to terminate our servicing rights under all of our servicing agreements.
Although we have never exceeded such delinquency, default or loss rates, we can
give you no assurance that our servicing rights with respect to the automobile
receivables in such Trusts, or any other Trust which exceeds the specified
limits in future periods, will not be terminated. Financial Security Assurance
has other rights to terminate us as servicer if:

. we breach our obligations under the servicing agreements;

. Financial Security Assurance was required to make payments under its
policy; or

. some bankruptcy or insolvency events were to occur.

As of the date of this prospectus, none of these termination events have
occurred with respect to any of the Trusts formed by us.

13
<PAGE>

A substantial portion of our revenue and income is derived from the sale of
loans to trusts

We periodically sell auto receivables to certain special purpose financing
trusts, and these Trusts in turn issue asset-backed securities to investors. We
retain an interest in the receivables sold in the form of a residual or
interest-only strip and may also retain other subordinated interests in the
receivables sold to the Trusts. The residual or interest-only strips represent
the present value of future excess cash flows resulting from the difference
between the finance charge income received from the obligors on the receivables
and the interest paid to the investors in the asset-backed securities, net of
credit losses, servicing fees and other expenses.

Upon the transfer of receivables to the Trusts, we remove the net book
value of the receivables sold from our consolidated balance sheets and allocate
the carrying value between the assets transferred and the interests retained,
based upon their relative fair values at the settlement date. The difference
between the sales proceeds, net of transaction costs, and the allocated basis
of the assets transferred is recognized as a gain on sale of receivables.

For the nine months ended March 31, 1999, we recognized a gain on sale of
receivables of $116.6 million, or approximately 50% of revenue during that
period. If we are unable to originate new loans and sell them to the Trusts, we
could experience a significant change in the timing of revenue recognition and
reported income. Further, there can be no assurance that we will recognize
gains on future sales of receivables to the Trusts consistent with our gains on
previous sales.

We are subject to general economic conditions which are beyond our control

General. Delinquencies, defaults, repossessions and losses generally
increase during periods of economic recession. These periods also may be
accompanied by decreased consumer demand for automobiles and declining values
of automobiles securing outstanding loans, which weakens collateral coverage
and increases the amount of a loss in the event of default. Significant
increases in the inventory of used automobiles during periods of economic
recession may also depress the prices at which repossessed automobiles may be
sold or delay the timing of these sales. Because we focus on non-prime
borrowers, the actual rates of delinquencies, defaults, repossessions and
losses on these loans could be higher than those experienced in the general
automobile finance industry and could be more dramatically affected by a
general economic downturn. In addition, during an economic slow down or
recession, our servicing costs may increase without a corresponding increase in
our servicing fee income. While we believe that the underwriting criteria and
collection methods we employ enable us to manage the higher risks inherent in
loans made to non-prime borrowers, we can give you no assurance that these
criteria or methods will afford adequate protection against these risks. Any
sustained period of increased delinquencies, defaults, repossessions or losses
or increased servicing costs could also adversely affect our ability to enter
into future securitizations and correspondingly, our financial position,
liquidity and results of operations.

Interest Rates. Our profitability may be directly affected by the level of
and fluctuations in interest rates, which affect our ability to earn a gross
interest rate spread. As the level of interest rates increases, our gross
interest rate spread will generally decline since the rates charged on the
contracts we purchase from dealers are limited by statutory maximums, affording
us little opportunity to pass on increased interest costs. Furthermore, our
future gains recognized upon the securitization of automobile receivables will
also be affected by interest rates. We recognize a gain in connection with our
securitizations based upon the estimated present value of projected future
excess cash flows from the securitization Trusts, which is largely dependent
upon the gross interest rate spread. We believe that our profitability and
liquidity would be adversely affected during any period of higher interest
rates, possibly to a material degree. We monitor the interest rate environment
and employ pre-funding or other hedging strategies designed to mitigate the
impact of changes in interest rates. We can give you no assurance, however,
that pre-funding or other hedging strategies will mitigate the impact of
changes in interest rates.

14
<PAGE>

Labor Market Conditions. Low unemployment rates driven by economic growth
and the continued expansion of consumer credit markets could contribute to an
increase in our employee turnover rate. High turnover or an inability to
attract and retain qualified replacement personnel could have an adverse effect
on our portfolio delinquency, default and net loss rates and, ultimately, our
financial condition, results of operations and liquidity.

Failure to implement our business strategy could adversely affect our
operations

Our financial position and results of operations depend on our ability to
execute our business strategy, which includes the following key elements:

. continued expansion of automobile contract purchase volume;

. continued and successful use of proprietary scoring models for risk-
based pricing;

. the use of sophisticated risk management techniques;

. continued investment in technology to support operating efficiency and
growth; and

. funding and liquidity through securitizations.

Our failure or inability to execute any element of our business strategy could
materially adversely affect our financial position, liquidity and results of
operations.

We plan to expand our indirect automobile finance business by adding
additional branch offices and by increasing the dealer penetration of our
existing branch offices. The success of this strategy is dependent upon, among
other factors, our ability to hire and retain qualified branch managers and
other personnel, to develop relationships with more dealers and to expand our
current relationships with existing dealer customers. We confront intense
competition in attracting key personnel and establishing relationships with new
dealers. Dealers often already have favorable non-prime financing sources,
which may restrict our ability to develop dealer relationships and delay our
growth. In addition, the competitive conditions in our markets may result in a
reduction in the profitability of the contracts that we purchase or a decrease
in contract acquisition volume, which would adversely affect our results of
operations.

The growth of our servicing portfolio has resulted in increased need for
additional personnel and expansion of systems capacity. Our ability to support,
manage and control growth is dependent upon, among other things, our ability to
hire, train, supervise and manage our growing workforce. There can be no
assurance that we will have trained personnel and systems adequate to support
our growth strategy.

We may be unable to successfully compete in our industry

Competition in the field of non-prime automobile finance is intense. The
automobile finance market is highly fragmented and is served by a variety of
financial entities including:

. the captive finance affiliates of major automotive manufacturers;

. banks;

. thrifts;

. credit unions; and

. independent finance companies.

Many of these competitors have substantially greater financial resources
and lower costs of funds than us. Many of these competitors also have long
standing relationships with automobile dealerships and may offer dealerships or
their customers other forms of financing, including dealer floor plan financing
and leasing, which

15
<PAGE>

are not provided by us. Providers of automobile financing have traditionally
competed on the basis of interest rate charged, the quality of credit accepted,
the flexibility of loan terms offered and the quality of service provided to
dealers and customers. In seeking to establish ourself as one of the principal
financing sources of the dealers we serve, we compete predominately on the
basis of our high level of dealer service and strong dealer relationships and
by offering flexible loan terms. There can be no assurance that we will be able
to compete successfully in this market or against these competitors.

We are involved and will likely continue to be a party to litigation

As a result of the consumer-oriented nature of the industry in which we
operate and uncertainties with respect to the application of various laws and
regulations in some circumstances, industry participants are named from time to
time as defendants in litigation involving alleged violations of federal and
state consumer lending or other similar laws and regulations. A significant
judgment against us in connection with any litigation could have a material
adverse affect on our financial condition and results of operations. In
addition, if it were determined that a material number of contracts purchased
by us involved violations of applicable lending laws by automobile dealers, our
financial condition and results of operations could be materially adversely
affected.

As a company subject to federal and state securities laws and court
decisions, as well as rules and regulations promulgated by the Commission, we
are subject to the risk of litigation and claims arising under these securities
laws, court decisions, rules and regulations. On April 8, 1999, a putative
class action complaint was filed against us and certain of our officers and
directors alleging violations of Section 10(b) of the Securities Exchange Act
of 1934 arising from our use of the cash-in method of measuring and accounting
for credit enhancement assets in our financial statements for the second, third
and fourth quarters of fiscal year 1997, fiscal year 1998 and the first quarter
of fiscal year 1999. We are also the defendant in a putative class action
complaint filed in California in which the plantiffs allege defaults in our
post-repossession notice forms. An adverse resolution of these lawsuits, or any
future lawsuits or claims against us, could have a material adverse effect on
our business, financial condition and operating results.

Our business would be adversely affected if we lost our licenses or if future,
more burdensome government regulations were enacted

Our business is subject to numerous federal and state consumer protection
laws and regulations which, among other things:

. require us to obtain and maintain licenses and qualifications;

. limit the interest rates, fees and other charges we are allowed to
charge;

. limit or prescribe other terms of our automobile installment sales
contracts;

. require specific disclosures; and

. define our rights to repossess and sell collateral.

We believe we are in substantial compliance with all of these laws and
regulations, and that these laws and regulations have had no material adverse
effect on our ability to operate our business. Changes in existing laws or
regulations, or in the interpretation, or the promulgation of any additional
laws or regulations, could have a material adverse effect on our business. In
addition, we retain some of the regulatory risk on receivables sold in
securitizations as a result of representations and warranties made by us in
these transactions.

Our operations might suffer from Year 2000 computer problems

The year 2000 issue is the result of computer programs and embedded
hardware systems having been developed using two digits rather than four to
define the applicable year. These computer programs or hardware

16
<PAGE>

that have date-sensitive software or embedded chips may use a date using "00"
as the year 1900 rather than the year 2000. This could result in system
failures or miscalculations causing disruptions or failure to our operations
including, among other things, a temporary inability to transact new business
or communicate with our customers online. We have substantially completed our
year 2000 compliance review, which included obtaining certifications from third
party software vendors regarding the year 2000 compliance of their software
applications, testing our core operating systems and identifying and repairing
any problems, and we believe that we are year 2000 compliant. However, we may
experience degradation in the performance of our systems or complete systems
failure if our assessment is erroneous or if we encounter unforseen
difficulties. Any of these events, whether occurring in our systems, or the
systems of others, could have a material adverse effect on our business,
financial condition and results of operations. You should read "Management's
Discussion and Analysis of Financial Condition and Results of Operations--Year
2000 Issue" for more detailed explanation of our state of readiness and
potential risks regarding year 2000 compliance.

Our stock price may be volatile

The market price of our common stock has fluctuated in the past and is
likely to fluctuate in the future. In addition, the securities markets have
experienced significant price and volume fluctuations and the market prices of
the securities of finance-related companies including automobile finance
companies have been especially volatile. Such fluctuations can result from:

. quarterly variations in operating results;

. changes in analysts' estimates;

. short-selling of our common stock;

. events affecting other companies that investors deem to be comparable to
us;

. factors which have the effect of increasing, or which investors believe
may have the effect of increasing, our cost of funds, including any
downgrade in our credit ratings by major rating agencies; and

. general economic trends and conditions.

Investors may be unable to resell their shares of our common stock at or
above the offering price. In the past, companies that have experienced
volatility in the market price of their stock have been the object of
securities class action litigation. We are the object of securities class
action litigation. Securities class action litigation could result in
substantial costs and a diversion of management's attention and resources. See
"Price Range of Common Stock."

Our shareholder rights plan, articles of incorporation, bylaws, Texas law and
contractual provisions could adversely affect the performance of our stock

Our shareholder rights plan and provisions of our articles of incorporation
and bylaws and of the Texas Business Corporation Act could make it more
difficult for a third party to acquire us, even if doing so would be beneficial
to our shareholders. The shareholder rights plan and these provisions of our
articles of incorporation, bylaws and Texas law are intended to encourage
potential acquirers to negotiate with us and allow our board of directors the
opportunity to consider alternative proposals in the interest of maximizing
shareholder value. However, such provisions may also discourage acquisition
proposals or delay or prevent a change in control, which could harm our stock
price.

In addition, the terms of our employment agreements with our senior
executives contain provisions calling for payments upon a change of control,
and our option agreements vest immediately upon occurrence of a change in
control. These provisions could have the effect of increasing the cost of a
change in control and

17
<PAGE>

thereby delay or hinder such a change in control. See "Management--Employment
Contracts, Termination of Employment and Change-in-Control Arrangements." Some
of our credit facilities and warehouse facilities also have provisions which
give rise to events of default on the occurrence of a change in control. These
provisions could have the effect of increasing the cost of a change in control
of the Company.

Management has broad discretion in the use of proceeds

We plan to use the proceeds from this offering primarily to fund our
growth, to support securitization transactions and for working capital and
general corporate purposes. Therefore, we will have discretion as to how we
will spend the proceeds, which could be in ways with which the shareholders may
not agree. We can provide no assurance that the proceeds will be invested to
yield a favorable return. See "Use of Proceeds."

18
<PAGE>

FORWARD-LOOKING STATEMENTS

This prospectus and the documents incorporated by reference contain certain
forward-looking statements about our financial condition, results of operations
and business. These statements may be made expressly in this document, or may
be "incorporated by reference" to other documents we have filed with the
Commission. You can find many of these statements by looking for words such as
"believes", "expects", "anticipates", "estimates", or similar expressions used
in this prospectus or documents incorporated in this prospectus.

These forward-looking statements are subject to numerous assumptions, risks
and uncertainties. Factors which may cause our actual results, performance or
achievements to be materially different from any future results, performance or
achievements expressed or implied by us in those statements include, among
others, the following:

. our ability to pay interest and principal on a large amount of debt;

. changes in our customers' demands;

. seasonal changes in customer demands;

. our ability, and the ability of our customers and vendors, to become
year 2000 compliant;

. the competitive nature of the automobile finance business; and

. general economic conditions and the interest rate environment.

Because such statements are subject to risks and uncertainties, actual
results may differ materially from those expressed or implied by the forward-
looking statements. You are cautioned not to place undue reliance on such
statements, which speak only as of the date of this prospectus or, in the case
of documents incorporated by reference, as of the date of such document.

We do not undertake any responsibility to release publicly any revisions to
these forward-looking statements to take into account events or circumstances
that occur after the date of this prospectus. Additionally, we do not undertake
any responsibility to update you on the occurrence of any unanticipated events
which may cause actual results to differ from those expressed or implied by the
forward-looking statements.

19
<PAGE>

USE OF PROCEEDS

We will receive net proceeds from the sale of the 8,000,000 shares of
common stock offered by us of approximately $120.8 million (approximately
$139.0 million if the underwriters' over-allotment option is exercised in
full), in each case assuming a public offering price of $16.00 and after
deducting the estimated underwriting discounts and commissions and offering
expenses payable by us. The primary purpose of the offering is to provide us
with additional capital to fund our growth, including increasing the amount of
automobile and other loans we can acquire, originate and hold for pooling and
sale in the asset-backed securities market, to support securitization
transactions and for other working capital needs and general corporate
purposes. The net proceeds may be used to reduce our balances under our
existing warehouse facilities, credit agreement and mortgage subsidiary credit
agreement. See "Management's Discussion and Analysis of Financial Condition and
Results of Operations--Liquidity and Capital Resources."

We have a funding agreement with $505.0 million of structured warehouse
financing available. Advances bear interest at commercial paper, London
Interbank Offered Rates ("LIBOR") or prime rates plus specified fees depending
upon the source of funds provided by the agent to CP Funding Corp., a special
purpose finance subsidiary. The funding agreement expires in September 1999.
Borrowings of $233.7 million were outstanding under this agreement as of March
31, 1999. We also have a mortgage warehouse facility under which we may borrow
up to $75.0 million. Borrowings bear interest, at our option, at either the
prime rate or LIBOR plus 1.50%. The facility expires in July 1999. Borrowings
of $21.3 million were outstanding under this agreement as of March 31, 1999.
Our Canadian subsidiary has a revolving credit agreement with a commitment of
$20.0 million Cdn., and with borrowings of $603,000 outstanding as of March 31,
1999. This Canadian facility expires in November 1999, and borrowings under
this facility bear interest at the Canadian prime rate. See Note 5 to Notes to
Consolidated Financial Statements.

20
<PAGE>

PRICE RANGE OF COMMON STOCK

The following table sets forth, for the calendar periods indicated, the
high and low sale prices per share of our common stock as reported on the New
York Stock Exchange. These quotations represent prices between dealers and do
not include retail markups, markdowns or commissions and may not represent
actual transactions.

<TABLE>
<CAPTION>
High Low
------ ------
<S> <C> <C>
1997
First Quarter.................................................. $11.38 $ 7.56
Second Quarter................................................. 10.63 5.94
Third Quarter.................................................. 14.97 10.03
Fourth Quarter................................................. 17.22 11.31
1998
First Quarter.................................................. $15.38 $10.47
Second Quarter................................................. 18.28 13.75
Third Quarter.................................................. 18.66 10.38
Fourth Quarter................................................. 16.06 6.63
1999
First Quarter.................................................. $15.25 $ 9.81
Second Quarter................................................. 17.50 12.94
</TABLE>

On September 30, 1998, we effected a two-for-one stock split of all
outstanding shares of our common stock. The table above has been adjusted to
reflect the stock split.

On July 15, 1999, the last reported sale price of our common stock on the
New York Stock Exchange was $16.00 per share. As of June 30, 1999, there were
approximately 300 shareholders of record of our common stock.

DIVIDEND POLICY

We have never declared or paid any cash dividends on our capital stock. We
currently expect to retain future earnings, if any, for use in the operation
and expansion of our business and do not anticipate paying any cash dividends
in the foreseeable future.

21
<PAGE>

CAPITALIZATION

The following table sets forth certain information regarding our debt and
capitalization as of March 31, 1999, as adjusted to reflect the receipt by us
of the net proceeds of this offering and as further adjusted to give effect to
the sale by us of the 9.875% Senior Notes in April 1999. This table should be
read in conjunction with the consolidated financial statements and related
notes included elsewhere in this prospectus.

<TABLE>
<CAPTION>
March 31, 1999
---------------------
Actual As Adjusted
-------- -----------
(in thousands)
<S> <C> <C>
Debt:
Credit agreements...................................... $ 603 $ --
Warehouse facilities................................... 233,661 --
Mortgage subsidiary credit agreement................... 21,267 --
Senior notes........................................... 175,000 375,000
Other notes payable(1)................................. 12,759 12,759
-------- --------
Total debt.......................................... 443,290 387,759
-------- --------
Shareholders' equity:
Preferred stock, $.01 par value per share, 20,000,000
shares authorized; none issued....................... -- --
Common stock, $.01 par value per share; 120,000,000
shares authorized; 70,790,686 shares issued;
78,790,686 shares as adjusted........................ 708 788
Additional paid-in capital............................. 244,194 364,974
Accumulated other comprehensive income................. 13,319 13,319
Retained earnings...................................... 125,133 125,133
Treasury stock, at cost (7,486,585 shares)............. (22,590) (22,590)
-------- --------
Total shareholders' equity.......................... 360,764 481,624
-------- --------
Total capitalization.............................. $804,054 $869,383
======== ========
</TABLE>
- --------
(1) Consists of certain capitalized equipment leases.

22
<PAGE>

SELECTED CONSOLIDATED FINANCIAL DATA

The following table presents our selected unaudited consolidated data. The
historical consolidated financial information under the captions "Statement of
Income Data," "Cash Flow Data" and "Balance Sheet Data" for each of the years
in the five-year period ended June 30, 1998 have been derived from our
consolidated financial statements, which have been audited by
PricewaterhouseCoopers LLP, independent accountants. The consolidated financial
statements as of June 30, 1997 and June 30, 1998 and for each of the years in
the three-year period ended June 30, 1998, and the report thereon, are included
elsewhere herein. The historical consolidated financial information under the
captions "Statement of Income Data," "Cash Flow Data" and "Balance Sheet Data"
as of March 31, 1998 and March 31, 1999 and for the nine months then ended have
been derived from the unaudited consolidated financial statements which, except
for the consolidated balance sheet as of March 31, 1998, are included elsewhere
herein; however, in our opinion, such information reflects all adjustments
(consisting only of normal recurring adjustments) necessary for a fair
presentation of the results of operations for such periods. The results of
operations for the nine months ended March 31, 1999 are not necessarily
indicative of the results to be expected for the entire year. The selected
financial information should be read in conjunction with "Management's
Discussion and Analysis of Financial Condition and Results of Operations" and
the Company's consolidated financial statements (including related notes
thereto) included elsewhere in this prospectus.

Cash Flow Data:
Operating activities.... $ 3,900 $ 14,637 $ 34,530 $ 36,003 $ 37,813 $ 11,162 $ 38,214
Investing activities.... (12,174) (144,512) (62,749) (92,947) (144,868) (105,820) (129,225)
Financing activities.... (9,238) 132,433 12,050 60,826 134,115 97,725 94,770
----------- ----------- ----------- ----------- ----------- ----------- -----------
Net increase (decrease)
in cash and cash
equivalents........... $ (17,512) $ 2,558 $ (16,169) $ 3,882 $ 27,060 $ 3,067 $ 3,759
Other Data:
Auto receivable
originations.......... $ 65,929 $ 230,176 $ 432,442 $ 906,794 $ 1,737,813 $ 1,176,734 $ 1,990,893
Managed auto
receivables........... $ 67,636 $ 240,491 $ 523,981 $ 1,138,255 $ 2,302,516 $ 1,924,796 $ 3,553,208
Average managed auto
receivables........... $ 37,507 $ 141,526 $ 357,966 $ 792,155 $ 1,649,416 $ 1,495,784 $ 2,892,752
Auto loans securitized.. $ -- $ 150,170 $ 270,351 $ 817,500 $ 1,637,499 $ 1,117,499 $ 1,920,001
Number of branches...... 18 31 51 85 129 119 168
Average principal amount
per managed auto
receivable (in
dollars).............. $ 7,215 $ 7,773 $ 8,746 $ 10,087 $ 10,782 $ 10,584 $ 11,074
Ratios:
Ratio of earnings to
fixed charges(4)...... 31.2x 3.5x 3.5x 4.0x 4.0x 4.0x 4.3x
Percentage of total
indebtedness to total
capitalization........ 0.3% 47.9% 48.7% 51.8% 54.7% 55.3% 55.1%
Return on average common
equity(5)............. 4.1% 23.1% 13.7% 16.4% 20.1% 20.5% 21.3%
Operating expenses as a
percentage of average
managed auto
receivables(5)........ 15.0% 10.0% 7.2% 6.2% 5.4% 5.5% 5.0%
Percentage of senior
unsecured debt to
total equity.......... 0.0% 0.0% 0.0% 60.0% 60.8% 63.1% 48.5.%
</TABLE>

23
<PAGE>

<TABLE>
<CAPTION>
Nine Months Ended
Fiscal Year Ended June 30, March 31,
------------------------------------------------ ------------------
1994 1995 1996(1) 1997(1) 1998(1) 1998(1) 1999
-------- -------- -------- -------- -------- -------- --------
<S> <C> <C> <C> <C> <C> <C> <C>
Asset Quality Data:
Delinquencies as a
percentage of managed
auto receivables...... 1.9% 2.0% 3.1% 3.2% 2.6% 2.6% 2.3%
Net charge-offs as a
percentage of average
managed auto
receivables(5)........ 3.8% 4.5% 5.6% 5.5% 5.3% 5.4% 4.8%
Allowance as a
percentage of managed
auto receivables...... 11.4% 8.1% 7.5% 7.7% 8.3% 8.0% 8.7%
Balance Sheet Data:
Cash and cash
equivalents........... $ 15,756 $ 18,314 $ 2,145 $ 6,027 $ 33,087 $ 9,094 $ 36,846
Credit enhancement
assets(6)............ -- -- 41,736 161,395 286,309 249,849 413,653
Auto receivables held
for sale............. 67,636 240,491 264,086 275,249 334,110 299,335 400,722
Total assets........... 122,215 285,725 329,333 475,493 713,671 632,778 937,982
Credit agreements...... -- -- 86,000 71,700 -- -- 603
Mortgage subsidiary
credit agreement(7)... -- -- -- 345 24,900 26,436 21,267
Warehouse facilities... -- -- -- -- 140,708 97,592 233,661
Senior notes........... -- -- -- 125,000 175,000 175,000 175,000
Other notes payable.... 388 135,236 68,265 27,206 6,410 16,923 12,759
Total debt............. 388 135,236 154,265 224,251 347,018 315,951 443,290
Shareholders' equity.... 119,501 147,226 162,399 208,261 287,848 254,873 360,764
</TABLE>
- --------
(1) We restated our financial statements for the fiscal years ended June 30,
1996, 1997 and 1998 and interim periods within those fiscal years as a
result of a retroactive change in our method of measuring and accounting
for credit enhancement assets to the cash-out method from the cash-in
method. See Note 2 of Notes to Consolidated Financial Statements.
(2) We recognized an income tax benefit in fiscal 1995 equal to the expected
future tax savings from using our net operating loss carry forward and
other future tax benefits.
(3) All share data for the periods presented have been adjusted to
retroactively reflect the two-for-one stock split paid on September 30,
1998.
(4) Represents the ratio of the sum of income before taxes plus interest
expense for the period to interest expense.
(5) Data for the nine-month periods ended March 31, 1998 and 1999 have been
annualized.
(6) Credit enhancement assets consist of restricted cash, investments in Trust
receivables and interest-only receivables. See Note 4 of Notes to
Consolidated Financial Statements.
(7) Fully guaranteed by us and certain of our subsidiaries.

24
<PAGE>

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

General

We generate earnings and cash flow primarily from the purchase,
securitization and servicing of auto receivables. We purchase auto finance
contracts from franchised and select independent automobile dealerships. To
fund the acquisition of receivables prior to securitization, we utilize
borrowings under our warehouse and credit facilities. We generate finance
charge income on our receivables pending securitization ("receivables held for
sale") and pay interest expense on borrowings under our warehouse and credit
facilities.

We sell receivables to securitization trusts that in turn sell asset-backed
securities to investors. By securitizing our receivables, we are able to lock
in the gross interest rate spread between the yield on such receivables and the
interest rate payable on the asset-backed securities. We recognize a gain on
the sale of receivables to the Trusts which represents the difference between
the sale proceeds to us, net of transaction costs, and our net carrying value
of the receivables, plus the present value of the estimated future excess cash
flows to be received by us over the life of the securitization. Excess cash
flows result from the difference between the interest received from the
obligors on the receivables and the interest paid to investors in the asset-
backed securities, net of credit losses and expenses.

Excess cash flows from the Trusts are initially utilized to fund credit
enhancement requirements to secure financial guaranty insurance policies issued
by an insurance company to protect investors in the asset-backed securities
from losses. Once predetermined credit enhancement requirements are reached and
maintained, excess cash flows are distributed to us. In addition to excess cash
flows, we earn monthly base servicing fee income of 2.25% per annum of the
outstanding principal balance of receivables securitized ("serviced
receivables").

In November 1996, we acquired AmeriCredit Mortgage Services ("AMS"), which
originates and sells mortgage loans. We accounted for the acquisition as a
purchase and the results of operations for AMS have been included in the
consolidated financial statements since the acquisition date. Receivables
originated in this business are referred to as mortgage receivables. These
receivables are generally packaged and sold for cash on a servicing released
whole-loan basis. We recognize a gain at the time of sale.

We restated our financial statements for the fiscal years ended June 30,
1996, 1997 and 1998 and interim periods within those fiscal years as a result
of a retroactive change in our method of measuring and accounting for credit
enhancement assets to the cash-out method from the cash-in method. See Note 2
of Notes to Consolidated Financial Statements.

Results of Recent Operations

Set forth below is unaudited summary financial data for the three months
and the fiscal years ended June 30, 1998 and 1999:

<TABLE>
<CAPTION>
Three Months Ended
June 30, Year Ended June 30,
--------------------- ---------------------
1998 1999 1998 1999
---------- ---------- ---------- ----------
(in thousands)
<S> <C> <C> <C> <C>
Revenue......................... $ 61,156 $ 102,304 $ 209,336 $ 335,456
Net income...................... 13,901 22,477 49,301 74,840
Earnings per share.............. 0.21 0.33 0.76 1.11
Receivables originations........ 561,079 888,902 1,737,813 2,879,796
Total managed receivables....... 2,302,516 4,105,468 2,302,516 4,105,468
</TABLE>

25
<PAGE>

Results of Operations

Nine Months Ended March 31, 1998 as compared to Nine Months Ended March 31,
1999

Revenue. Our average managed receivables outstanding consisted of the
following:

<TABLE>
<CAPTION>
Nine Months Ended
March 31,
---------------------
1998 1999
---------- ----------
(in thousands)
<S> <C> <C>
Auto:
Held for sale....................................... $ 244,218 $ 292,629
Serviced............................................ 1,251,566 2,600,123
---------- ----------
1,495,784 2,892,752
Mortgage.............................................. 14,635 24,903
---------- ----------
$1,510,419 $2,917,655
========== ==========
</TABLE>

Average managed receivables outstanding increased by 93% as a result of
higher loan purchase volume. We purchased $1,176.7 million of auto loans during
the nine months ended March 31, 1998, compared to purchases of $1,990.9 million
during the nine months ended March 31, 1999. This growth resulted from higher
loan production at branches open during both periods as well as expansion of
our loan production capacity. We operated 119 auto lending branch offices as of
March 31, 1998, compared to 168 as of March 31, 1999.

We originated $94.5 million of mortgage loans during the nine months ended
March 31, 1998, compared to $203.5 million during the nine months ended March
31, 1999.

Finance charge income consisted of the following:

<TABLE>
<CAPTION>
Nine Months Ended
March 31,
-----------------
1998 1999
-------- --------
(in thousands)
<S> <C> <C>
Auto....................................................... $ 39,032 $ 49,798
Mortgage................................................... 1,020 1,740
-------- --------
$ 40,052 $ 51,538
======== ========
</TABLE>

The increase in finance charge income is due primarily to an increase of
20% in average auto receivables held for sale in the nine months ended March
31, 1998 versus the nine months ended March 31, 1999. In addition, the
effective yield on our auto receivables held for sale increased from 21.3% for
the nine months ended March 31, 1998 to 22.7% for the nine months ended March
31, 1999. The effective yield is higher than the contractual rates of our auto
finance contracts as a result of finance charge income earned between the date
the automobile dealership originates the auto finance contract and the date we
fund the auto finance contract. The effective yield rose for the nine months
ended March 31, 1999 due to increased auto loan purchases and correspondingly
higher levels of finance charges earned between the origination date and
funding date.

The gain on sale of receivables consisted of the following:

<TABLE>
<CAPTION>
Nine Months Ended
March 31,
------------------
1998 1999
-------- ---------
(in thousands)
<S> <C> <C>
Auto...................................................... $ 68,828 $ 111,452
Mortgage.................................................. 3,010 5,099
-------- ---------
$ 71,838 $ 116,551
======== =========
</TABLE>

26
<PAGE>

The increase in gain on sale of auto receivables resulted from the sale of
$1,117.5 million of receivables in the nine months ended March 31, 1998 as
compared to $1,920.0 million of receivables sold in the nine months ended March
31, 1999. The gain as a percentage of the sales proceeds decreased from 6.2%
for the nine months ended March 31, 1998 to 5.8% for the nine months ended
March 31, 1999 primarily as a result of lower gross interest rate spreads.

Significant assumptions used in determining the gain on sale of auto
receivables were as follows:

<TABLE>
<CAPTION>
Nine Months Ended
March 31,
-----------------
1998 1999
-------- --------
<S> <C> <C>
Cumulative credit losses.................................. 10.4% 10.6%
Discount rate used to estimate present value:
Interest-only receivables from Trusts................... 12.0% 12.0%
Investments in Trust receivables........................ 7.8% 7.8%
Restricted cash......................................... 7.8% 7.8%
</TABLE>

The increase in the gain on sale of mortgage receivables resulted from the
sale of $70.7 million of receivables in the nine months ended March 31, 1998,
compared to $199.0 million of receivables sold in the nine months ended March
31, 1999. The average premium received on sales decreased from 4.3% for the
nine months ended March 31, 1998 to 2.6% for the nine months ended March 31,
1999 because of lower prices for non-conforming mortgage loans in the secondary
markets.

Servicing fee income increased from $34.4 million for the nine months ended
March 31, 1998, to $61.7 million for the nine months ended March 31, 1999.
Servicing fee income decreased as a percentage of average serviced auto
receivables from 3.7% for the nine months ended March 31, 1998 to 3.2% for the
nine months ended March 31, 1999, as a result of charges to increase credit
loss reserves. Servicing fee income represents accretion of the present value
discount on estimated future excess cash flows from the Trusts, base servicing
fees and other fees we earned as servicer of the auto receivables sold to the
Trusts. Servicing fee income for the nine months ended March 31, 1998 and 1999
also includes charges of $4.4 million and $13.4 million, respectively, to
increase credit loss reserves related to certain of our fiscal 1996 and 1997
securitization transactions since our current estimates of cumulative credit
losses for these transactions exceed the original estimates. We have raised the
assumptions for cumulative credit losses for securitization transactions
completed subsequent to fiscal 1997 compared to assumptions used for
transactions completed in fiscal 1996 and 1997. The growth in servicing fee
income exclusive of the aforementioned charge is attributable to the increase
in average serviced auto receivables outstanding for the nine months ended
March 31, 1998 compared to the nine months ended March 31, 1999.

Costs and Expenses. Operating expenses as an annualized percentage of
average managed receivables outstanding decreased from 5.9% (5.5% excluding
operating expenses of $3.9 million relating to AMS) for the nine months ended
March 31, 1998, to 5.3% (5.0% excluding operating expenses of $6.7 million
relating to AMS) for the nine months ended March 31, 1999. The ratio improved
as a result of economies of scale realized from a growing receivables portfolio
and automation of loan origination, processing and servicing functions. The
dollar amount of operating expenses increased by $49.7 million, or 75%,
primarily due to the addition of auto lending branch offices and management and
auto loan processing and servicing staff.

The provision for losses increased from $5.5 million for the nine months
ended March 31, 1998 to $6.6 million for the nine months ended March 31, 1999
due to higher average amounts of auto receivables held for sale. As a
percentage of average auto receivables held for sale, the provision for losses
was 3.0% for the nine months ended March 31, 1998 and 1999.

Interest expense increased from $19.0 million for the nine months ended
March 31, 1998 to $25.7 million for the nine months ended March 31, 1999 due to
higher debt levels. Average debt outstanding was $271.7

27
<PAGE>

million and $396.0 million for the nine months ended March 31, 1998 and 1999.
The effective rate of interest paid on our debt decreased from 9.3% to 8.6% as
a result of larger amounts of debt outstanding under our warehouse and credit
facilities for the nine months ended March 31, 1999. Interest rates on the
warehouse and credit facilities are lower than rates on the senior notes we
issued previously.

Our effective income tax rate was 38.5% for the nine months ended March 31,
1998 and 1999.

Pro-Forma "Portfolio-Based" Earnings Data. In addition to reporting results
of operations in accordance with generally accepted accounting principles
("GAAP"), we have elected to present pro-forma results of operations which
treat securitization transactions as financings rather than sales of
receivables. We refer to this presentation as pro-forma "portfolio-based"
earnings data.

In our consolidated financial statements prepared in accordance with GAAP,
we record a gain on the sale of receivables in securitization transactions
primarily representing the present value of estimated future net cash flows
related to the receivables sold. Future net cash flows consist of finance
charges and fees to be collected on the receivables less interest payable on
the asset-backed securities, credit losses and expenses of the securitization
trust. We also earn servicing fees for managing the receivables sold.

The pro-forma "portfolio-based" earnings data presents our operating
results under the assumption that securitization transactions are financings
and no gain on sale or servicing fee income is recognized. Instead, finance
charges and fees are recognized over the life of the securitized receivables as
accrued and interest and other costs related to the asset-backed securities are
also recognized as accrued. Credit losses are recorded as incurred.

While the pro-forma "portfolio-based" earnings data does not purport to
present our operating results in accordance with GAAP, we believe such
presentation provides another measure for assessing our performance.

The pro-forma "portfolio-based" earnings data are as follows:

<TABLE>
<CAPTION>
Nine Months Ended
March 31,
-------------------
1998 1999
-------- ---------
(in thousands,
except
per share data)
<S> <C> <C>
Finance charge, fee and other income................... $231,966 $ 431,346
Funding costs.......................................... (82,719) (151,166)
-------- ---------
Net margin........................................... 149,247 280,180
Operating expenses..................................... (66,102) (115,760)
Credit losses.......................................... (60,918) (103,891)
-------- ---------
Pre-tax "portfolio-based" income....................... 22,227 60,529
Income taxes........................................... (8,557) (23,304)
-------- ---------
Net "portfolio-based" income........................... $ 13,670 $ 37,225
======== =========
Diluted "portfolio-based" earnings per share........... $ 0.21 $ 0.56
======== =========
</TABLE>

28
<PAGE>

Year Ended June 30, 1997 as compared to Year Ended June 30, 1998

Revenue. Our average managed receivables outstanding consisted of the
following:

<TABLE>
<CAPTION>
Year Ended
June 30,
-------------------
1997 1998
-------- ----------
(in thousands)
<S> <C> <C>
Auto
Held for sale.......................................... $223,351 $ 250,304
Serviced............................................... 568,804 1,399,112
-------- ----------
792,155 1,649,416
Mortgage................................................. 8,187 18,728
-------- ----------
$800,342 $1,668,144
======== ==========
</TABLE>

Average managed receivables outstanding increased by 108% as a result of
higher loan purchase volume. We purchased $906.8 million of auto loans during
fiscal 1997, compared to purchases of $1,737.8 million during fiscal 1998. This
growth resulted from loan production at branches open during both periods as
well as expansion of our loan production capacity. We operated 85 auto lending
branch offices as of June 30, 1997, compared to 129 as of June 30, 1998.

We originated $53.8 million of mortgage loans from the date of acquisition
of AMS through June 30, 1997 compared to $137.2 million during fiscal 1998.

Finance charge income consisted of the following:

<TABLE>
<CAPTION>
Year Ended June 30,
-------------------
1997 1998
--------- ---------
(in thousands)
<S> <C> <C>
Auto..................................................... $ 44,417 $ 54,125
Mortgage................................................. 493 1,712
--------- ---------
$ 44,910 $ 55,837
========= =========
</TABLE>

The increase in finance charge income is due to an increase of 12% in
average auto receivables held for sale for fiscal 1997 versus fiscal 1998. In
addition, the effective yield on our auto receivables held for sale increased
from 19.9% for fiscal 1997 to 21.6% for fiscal 1998. The effective yield is
higher than the contractual rates on our auto finance contracts as a result of
finance charge income earned between the date the automobile dealership
originates the auto finance contract and the date we fund the auto finance
contract. The effective yield rose for fiscal 1998 due to increased auto loan
purchases and correspondingly higher levels of finance charges earned between
the origination date and funding date.

The gain on sale of receivables consisted of the following:

<TABLE>
<CAPTION>
Year Ended June 30,
--------------------
1997 1998
--------- ----------
(in thousands)
<S> <C> <C>
Auto.................................................... $ 49,405 $ 98,842
Mortgage................................................ 2,918 4,352
--------- ----------
$ 52,323 $ 103,194
========= ==========
</TABLE>

The increase in gain on sale of auto receivables resulted from the sale of
$817.5 million of receivables in fiscal 1997 as compared to $1,637.5 million of
receivables sold in fiscal 1998. The gains amounted to 6% of the sales proceeds
for both fiscal 1997 and 1998.

29
<PAGE>

Significant assumptions used in determining the gain on sale of auto
receivables were as follows:

<TABLE>
<CAPTION>
Year Ended June 30,
-------------------
1997 1998
--------- ---------
<S> <C> <C>
Cumulative credit losses................................ 9.2% 10.7%
Discount rate used to determine present value:
Interest-only receivables from Trusts................. 12.0% 12.0%
Investments in Trust receivables...................... 7.8% 7.8%
Restricted case....................................... 7.8% 7.8%
</TABLE>

The discount rates used to estimate the present value of credit enhancement
assets are based on the relative risk of each asset type. Interest-only
receivables represent estimated future excess cash flows in the Trusts, which
involves a greater degree of risk than investments in Trust receivables and
restricted cash. Investments in Trust receivables and restricted cash represent
assets currently held by the Trustee and are senior to interest-only
receivables for credit enhancement purposes.

The increase in gain on sale of mortgage receivables resulted from the sale
of $52.5 million of receivables from the date of acquisition of AMS through
June 30, 1997 compared to $119.7 million of receivables sold during fiscal
1998. The average premium received on sales decreased from 5.6% for the period
from the date of acquisition of AMS through June 30, 1997 to 3.6% for fiscal
1998 because of lower prices for non-conforming mortgage loans in the secondary
markets.

Servicing fee income increased from $23.5 million for fiscal 1997, to $47.9
million for fiscal 1998. Servicing fee income decreased as a percentage of
average serviced auto receivables from 4.1% in fiscal 1997 to 3.4% in fiscal
1998, as a result of charges to increase credit loss reserves. Servicing fee
income represents accretion of the present value discount on estimated future
excess cash flows from the Trusts, base servicing fees and other fees we earned
as servicer of the receivables sold to the Trusts. Servicing fee income for
fiscal 1998 also includes an $8.9 million charge to increase credit loss
reserves related to certain of our fiscal 1996 and 1997 securitization
transactions since our current estimates of cumulative credit losses for these
transactions exceed the original estimates. We have raised the assumptions for
cumulative credit losses for securitization transactions completed in fiscal
1998 compared to assumptions used for transactions completed in prior fiscal
years. The growth in servicing fee income exclusive of the aforementioned
charge is attributable to the increase in average serviced auto receivables
outstanding for fiscal 1997 compared to fiscal 1998.

Costs and Expenses. Operating expenses as a percentage of average managed
receivables outstanding decreased from 6.6% (6.2% excluding operating expenses
of $2.6 million relating to AMS) for fiscal 1997 to 5.7% (5.4% excluding
operating expenses of $5.1 million relating to AMS) for fiscal 1998. The ratio
improved as a result of economies of scale realized from a growing receivables
portfolio and automation of loan origination, processing and servicing
functions. The dollar amount of operating expenses increased by $42.6 million,
or 82%, primarily due to the addition of auto lending branch offices and
management and auto loan processing and servicing staff.

The provision for losses increased from $6.6 million for fiscal 1997 to
$7.6 million for fiscal 1998 due to higher average amounts of auto receivables
held for sale. As a percentage of average receivables held for sale, the
provision for losses was 3% for fiscal 1997 and 1998.

Interest expense increased from $16.3 million for fiscal 1997 to $27.1
million for fiscal 1998 due to higher debt levels and effective interest rates.
Average debt outstanding was $187.6 million and $297.6 million for fiscal 1997
and 1998, respectively. The effective rate of interest paid on our debt
increased from 8.7% to 9.1% as a result of the issuance of senior notes in
February 1997 and January 1998.

Our effective income tax rate was 38.5% for fiscal 1997 and 1998.

30
<PAGE>

Year Ended June 30, 1996 as compared to Year Ended June 30, 1997

Revenue. Our average managed receivables outstanding consisted of the
following:

<TABLE>
<CAPTION>
Year Ended June 30,
-------------------
1996 1997
--------- ---------
(in thousands)
<S> <C> <C>
Auto:
Held for sale......................................... $ 261,776 $ 223,351
Serviced.............................................. 96,190 568,804
--------- ---------
357,966 792,155
Mortgage................................................ -- 8,187
Other................................................... 443 --
--------- ---------
$ 358,409 $ 800,342
========= =========
</TABLE>

Average managed receivables outstanding increased by 123% as a result of
higher loan purchase volume. We purchased $432.4 million of auto loans during
fiscal 1996, compared to purchases of $906.8 million during fiscal 1997. This
growth resulted from loan production at branches open during both periods as
well as expansion of our loan production capacity. We operated 51 branch
offices as of June 30, 1996, compared to 85 as of June 30, 1997.

We originated $53.8 million of mortgage loans from the date of acquisition
of AMS through June 30, 1997.

Finance charge income consisted of the following:

<TABLE>
<CAPTION>
Year Ended June 30,
-------------------
1996 1997
--------- ---------
(in thousands)
<S> <C> <C>
Auto..................................................... $ 51,679 $ 44,417
Mortgage................................................. -- 493
Other.................................................... 27 --
--------- ---------
$ 51,706 $ 44,910
========= =========

The decrease in finance charge income is due to a reduction of 15% in
average auto receivables held for sale for fiscal 1996 versus fiscal 1997.
Prior to December 1995, all of the auto finance contracts we purchased were
held on our consolidated balance sheet. We began selling auto receivables to
the Trusts in December 1995, reducing average receivables held for sale with
corresponding increases in average serviced receivables. The effective yield on
our auto receivables held for sale increased from 19.7% for fiscal 1996 to
19.9% for fiscal 1997.

The gain on sale of receivables consisted of the following:

<CAPTION>
Year Ended June 30,
-------------------
1996 1997
--------- ---------
(in thousands)
<S> <C> <C>
Auto..................................................... $ 21,405 $ 49,405
Mortgage................................................. -- 2,918
--------- ---------
$ 21,405 $ 52,323
========= =========
</TABLE>

The increase in gain on sale of auto receivables resulted from the sale of
$270.4 million of receivables in fiscal 1996 compared to $817.5 million of
receivables sold in fiscal 1997. The gains amounted to 7.9% and 6.0% of the
sales proceeds for fiscal 1996 and 1997, respectively.

31
<PAGE>

Significant assumptions used in determining the gain on sale of auto
receivables were as follows:

<TABLE>
<CAPTION>
Year Ended June 30,
-------------------
1996 1997
--------- ---------
<S> <C> <C>
Cumulative credit losses................................. 9.3% 9.2%
Discount rate used to determine present value:
Interest-only receivables from Trusts.................. 12.0% 12.0%
Investments in Trust receivables....................... 7.8% 7.8%
Restricted cash........................................ 7.8% 7.8%
</TABLE>

The discounted rates used to determine the present value of credit
enhancement assets are based on the relative risks of each asset type.
Interest-only receivables represent estimated future excess cash flows in the
Trusts, which involves a greater degree of risk than investments in Trust
receivables and restricted cash. Investments in Trust receivables and
restricted cash represent assets currently held by the trustee and are senior
to the interest-only receivables for credit enhancement purposes.

The gain on sale of mortgage receivables resulted from the sale of $52.5
million of receivables from the date of acquisition of AMS through June 30,
1997.

Servicing fee income increased from $3.9 million for fiscal 1996 to $23.5
million for fiscal 1997. Servicing fee income increased as a percentage of
average serviced auto receivables from 4.0% in fiscal 1996 to 4.1% in fiscal
1997. Servicing fee income represents accretion of the present value discount
on estimated future excess cash flows from the Trusts, base servicing fees and
other fees we earned as servicer of the auto receivables sold to the Trusts.
The growth in servicing fee income is attributable to the increase in serviced
auto receivables outstanding for fiscal 1996 compared to fiscal 1997.

Costs and Expenses. Operating expenses as a percentage of average managed
receivables outstanding decreased from 7.2% for fiscal 1996 to 6.6% (6.2%
excluding operating expenses of $2.6 million related to AMS) for fiscal 1997.
The ratio improved as a result of economies of scale realized from a growing
receivables portfolio and automation of loan origination, processing and
servicing functions. The dollar amount of operating expenses increased by $26.2
million, or 102%, primarily due to the addition of auto lending branch offices
and management and auto loan processing and servicing staff.

The provision for losses decreased from $7.9 million for fiscal 1996 to
$6.6 million for fiscal 1997 due to higher average amounts of receivables held
for sale. As a percentage of average receivables held for sale, the provision
for losses was 3% for fiscal 1996 and 1997.

Interest expense increased from $13.1 million for fiscal 1996 to $16.3
million for fiscal 1997 due to higher debt levels and effective interest rates.
Average debt outstanding was $156.4 million and $187.6 million for fiscal 1996
and 1997, respectively. The effective rate of interest paid on our debt
increased from 8.4% to 8.7% as a result of the issuance of our 9 1/4% Senior
Notes in February 1997.

Our effective income tax rate increased from 37.0% for fiscal 1996 to 38.5%
for fiscal 1997 due to a larger portion of our income being generated in states
which have higher tax rates.

Credit Quality

We provide financing in relatively high-risk markets and, therefore,
charge-offs are anticipated. We record a periodic provision for losses as a
charge to operations and a related allowance for losses in our consolidated
balance sheets as a reserve against estimated losses which may occur in the
receivables held for sale portfolio prior to the sale of such receivables in
securitization transactions. We typically purchase individual finance contracts
for a non-refundable acquisition fee on a non-recourse basis. We record such
acquisition fees in the consolidated balance sheets as an allowance for losses.
When we sell auto receivables to the Trusts, we reduce the calculation of the
gain on sale of receivables by an estimate of future cumulative credit losses
over the expected life of the auto receivables sold.

32
<PAGE>

We sell mortgage receivables for cash on a servicing released, whole-loan
basis. We generally hold such receivables for less than 90 days. Accordingly,
we provide no allowance for losses for the mortgage receivables.

We review:

. static pool origination and charge-off relationships;

. charge-off experience factors;

. collection data;

. delinquency reports;

. estimates of the value of the underlying collateral;

. economic conditions and trends; and

. other information

in order to make the necessary judgments as to the appropriateness of the
assumptions for cumulative credit losses in securitization transactions,
provision for losses and allowance for losses. Although we use many resources
to assess the adequacy of loss reserves, there is no precise method for
estimating the ultimate losses in the receivables portfolio.

33
<PAGE>

The following tables present certain data related to the receivables
portfolio:

<TABLE>
<CAPTION>
March 31, 1999
-----------------------------------------------------
Held for Sale Managed
--------------------------- Auto Auto
Auto Mortgage Total Serviced Portfolio
-------- -------- -------- ---------- ----------
(dollars in thousands)
<S> <C> <C> <C> <C> <C>
Principal amount of re-
ceivables.............. $400,722 $ 25,248 $425,970 $3,152,486 $3,553,208
========== ==========
Allowance for losses.... (10,549) -- (10,549) $(299,017)(1) $ (309,566)
-------- -------- -------- ========== ==========
Receivables, net........ $390,173 $ 25,248 $415,421
======== ======== ========
Number of outstanding
contracts.............. 30,495 279 290,368 320,863
======== ======== ========== ==========
Average amount of out-
standing contract
(principal amount) (in
dollars)............... $ 13,141 $ 90,495 $ 10,857 $ 11,074
======== ======== ========== ==========
Allowance for losses as
a percentage of
receivables............ 2.6% 9.5% 8.7%
======== ========== ==========

<CAPTION>
June 30, 1998
-----------------------------------------------------
Held for Sale Managed
--------------------------- Auto Auto
Auto Mortgage Total Serviced Portfolio
-------- -------- -------- ---------- ----------
(dollars in thousands)
<S> <C> <C> <C> <C> <C>
Principal amount of re-
ceivables.............. $334,110 $ 21,499 $355,609 $1,968,406 $2,302,516
========== ==========
Allowance for losses.... (12,756) -- (12,756) $(179,359)(1) $ (192,115)
-------- -------- -------- ========== ==========
Receivables, net........ $321,354 $ 21,499 $342,853
======== ======== ========
Number of outstanding
contracts.............. 26,035 187 187,514 213,549
======== ======== ========== ==========
Average amount of out-
standing contract
(principal amount) (in
dollars)............... $ 12,833 $114,968 $ 10,497 $ 10,782
======== ======== ========== ==========
Allowance for losses as
a percentage of
receivables............ 3.8% 9.1% 8.3%
======== ========== ==========

<CAPTION>
June 30, 1997
-----------------------------------------------------
Held for Sale Managed
--------------------------- Auto Auto
Auto Mortgage Total Serviced Portfolio
-------- -------- -------- ---------- ----------
(dollars in thousands)
<S> <C> <C> <C> <C> <C>
Principal amount of re-
ceivables.............. $275,249 $ 4,354 $279,603 $ 863,006 $1,138,255
========== ==========
Allowance for losses.... (12,946) -- (12,946) $ (74,925)(1) $ (87,871)
-------- -------- -------- ========== ==========
Receivables, net........ $262,303 $ 4,354 $266,657
======== ======== ========
Number of outstanding
contracts.............. 25,757 48 87,090 112,847
======== ======== ========== ==========
Average amount of out-
standing contract
(principal amount) (in
dollars)............... $ 10,686 $ 90,708 $ 9,909 $ 10,087
======== ======== ========== ==========
Allowance for losses as
a percentage of
receivables............ 4.7% 8.7% 7.7%
======== ========== ==========
</TABLE>
- --------
(1) The allowance for losses relating to serviced auto receivables is netted
against interest-only receivables from Trusts in our consolidated balance
sheets.

34
<PAGE>

The following is a summary of managed auto receivables which are (1) more
than 30 days delinquent, but not in repossession, and (2) in repossession:

<TABLE>
<CAPTION>
June 30, 1997 June 30, 1998 March 31, 1999
---------------- ---------------- ----------------
Amount Percent Amount Percent Amount Percent
-------- ------- -------- ------- -------- -------
(dollars in thousands)
<S> <C> <C> <C> <C> <C> <C>
Delinquent contracts:
31-60 days................ $ 73,197 6.4% $126,012 5.5% $220,022 6.2%
Greater than 60 days...... 36,421 3.2 59,175 2.6 80,668 2.3
-------- ---- -------- --- -------- ---
109,618 9.6 185,187 8.1 300,690 8.5
In repossession........... 14,471 1.3 18,818 0.8 31,431 0.9
-------- ---- -------- --- -------- ---
$124,089 10.9% $204,005 8.9% $332,121 9.4%
======== ==== ======== === ======== ===
</TABLE>

In accordance with our policies and guidelines, we at times offer payment
deferrals to consumers, whereby the consumer is allowed to move a delinquent
payment to the end of the loan by paying a fee, which is approximately the
interest portion of the payment deferred. Contracts receiving a payment
deferral as an average quarterly percentage of average managed auto receivables
outstanding were 1.9%, 4.3% and 4.5% for fiscal 1996, 1997 and 1998,
respectively, and 4.5% and 4.6% for the nine months ended March 31, 1998 and
1999, respectively. We believe that payment deferrals granted according to our
policies and guidelines are an effective portfolio management technique and
result in higher ultimate cash collections from the portfolio.

The following table presents charge-off data with respect to our managed
auto receivables portfolio:

<TABLE>
<CAPTION>
Nine Months Ended
Year Ended June 30, March 31,
------------------------- -------------------
1996 1997 1998 1998 1999
------- ------- ------- -------- ---------
(dollars in thousands)
<S> <C> <C> <C> <C> <C>
Net charge-offs:
Held for sale................ $18,322 $16,965 $ 9,140 $ 7,528 $ 5,708
Serviced..................... 1,652 26,266 78,862 53,390 98,183
------- ------- ------- -------- ---------
$19,974 $43,231 $88,002 $ 60,918 $ 103,891
======= ======= ======= ======== =========
Net charge-offs as an
annualized percentage of
average managed auto
receivables................... 5.6% 5.5% 5.3% 5.4% 4.8%
======= ======= ======= ======== =========
Net recoveries as a percentage
of gross repossession charge-
offs.......................... 52.5% 50.5% 50.6% 50.0% 51.4%
======= ======= ======= ======== =========
</TABLE>

Delinquency and charge-offs typically fluctuate over time as a portfolio
matures. Accordingly, the delinquency and charge-off data above is not
necessarily indicative of delinquency and charge-off experience that could be
expected for a portfolio with a different level of seasoning.

Liquidity and Capital Resources

Our cash flows are summarized as follows:

<TABLE>
<CAPTION>
Nine Months Ended
Year Ended June 30, March 31,
----------------------------- --------------------
1996 1997 1998 1998 1999
-------- -------- --------- --------- ---------
(dollars in thousands)
<S> <C> <C> <C> <C> <C>
Operating activities..... $ 34,530 $ 36,003 $ 37,813 $ 11,162 $ 38,214
Investing activities..... (62,749) (92,947) (144,868) (105,820) (129,225)
Financing activities..... 12,050 60,826 134,115 97,725 94,770
-------- -------- --------- --------- ---------
Net increase (decrease)
in cash and cash equiva-
lents................... $(16,169) $ 3,882 $ 27,060 $ 3,067 $ 3,759
======== ======== ========= ========= =========
</TABLE>

35
<PAGE>

Our primary sources of cash have been cash flows from operating activities,
including excess cash flow distributions from the Trusts, borrowings under our
warehouse and credit facilities, sales of auto receivables to Trusts in
securitization transactions, and the issuance of senior notes. Our primary uses
of cash have been purchases and originations of receivables and funding credit
enhancement requirements for securitization transactions.

We purchased $432.4 million, $906.8 million and $1,737.8 million of auto
finance contracts during fiscal 1996, 1997 and 1998 requiring cash of $417.2
million, $896.7 million and $1,717.0 million, respectively, net of acquisition
fees and other items. We purchased $1,176.7 million and $1,990.9 million of
auto finance contracts during the nine months ended March 31, 1998 and 1999,
respectively, requiring cash of $1,163.0 million and $1,983.8 million,
respectively, net of acquisition fees and other items. We initially funded
these purchases utilizing warehouse and credit facilities and subsequently
through the sale of auto receivables in securitization transactions.

In September 1998, we renewed our funding agreement with an administrative
agent on behalf of an institutionally managed commercial paper conduit and a
group of banks and increased the amount of structured warehouse financing
available under the agreement from $245.0 million to $505.0 million. We utilize
this facility to fund auto receivables pending securitization. This facility
matures in September 1999. A total of $233.7 million was outstanding under this
facility as of March 31, 1999.

In March 1999, we entered into a funding agreement with a funding agent on
behalf of an institutionally managed commercial paper conduit and a bank under
which up to $150.0 million of structured warehouse financing is available. In
June 1999, this facility was increased to $375.0 million. We utilize this
facility to fund auto receivables pending securitization. There were no
outstanding balances under this agreement as of March 31, 1999. The facility
matures in March 2000.

In March 1999, we renewed our revolving credit agreement with a group of
banks that provides for borrowings up to $115.0 million, subject to a defined
borrowing base. We utilize the line of credit to fund our auto lending
activities and daily operations. The facility matures in March 2000. There were
no outstanding balances under the credit agreement as of March 31, 1999.

Our Canadian subsidiary has a convertible revolving term credit agreement
with a bank that provides for borrowings of up to $20.0 million Cdn., subject
to a defined borrowing base. We utilize this facility to fund our Canadian auto
lending activities. The facility matures in November 1999. A total of $603,000
was outstanding under the Canadian facility as of March 31, 1999.

Borrowings under our auto receivable warehouse lines, our revolving credit
agreement and our Canadian subsidiary revolving credit agreement are secured by
pledges of our auto loans prior to their sale in securitization transactions
and are subject to defined borrowing bases.

In February 1999, we renewed our mortgage warehouse facility with a bank
under which we may borrow up to $75.0 million, subject to a defined borrowing
base, to fund mortgage loan originations. The facility expires in July 1999. A
total of $21.3 million was outstanding under the mortgage facility as of March
31, 1999.

As is customary in our industry, our warehouse and credit facilities need
to be renewed on an annual basis. We have historically been successful in
renewing and expanding these facilities on an annual basis. If we are unable to
renew these facilities on acceptable terms, it could have a material adverse
effect on our financial position, liquidity and results of operation. See "Risk
Factors."

36
<PAGE>

We have completed 17 auto receivables securitization transactions through
June 30, 1999. We primarily used the proceeds from the transactions to repay
borrowings outstanding under our warehouse and credit facilities. A summary of
these transactions is as follows:

<TABLE>
<CAPTION>
Balance at
Original Amount June 30, 1999
Transaction Date (in millions) (in millions)
----------- ---- --------------- -------------
<S> <C> <C> <C>
1994-A December 1994 $ 51.0 Paid in full
1995-A June 1995 99.2 Paid in full
1995-B December 1995 65.0 Paid in full
1996-A March 1996 89.4 Paid in full
1996-B May 1996 115.9 $ 14.6
1996-C August 1996 175.0 18.5
1996-D November 1996 200.0 44.7
1997-A March 1997 225.0 64.3
1997-B May 1997 250.0 84.3
1997-C August 1997 325.0 133.2
1997-D November 1997 400.0 193.5
1998-A February 1998 425.0 235.8
1998-B May 1998 525.0 329.6
1998-C August 1998 575.0 414.3
1998-D November 1998 625.0 501.2
1999-A February 1999 700.0 623.0
1999-B May 1999 1,000.0 970.7
-------- ------------
$5,845.5 $ 3,627.7
======== ============
</TABLE>

In connection with securitization transactions, we are required to fund
certain credit enhancement levels set by the insurer of the asset-backed
securities issued by the Trusts. We typically make an initial deposit to a
restricted cash account and subsequently use excess cash flows generated by the
Trusts to either increase the restricted cash account or repay the outstanding
asset-backed securities on an accelerated basis, thus creating additional
credit enhancement through over-collateralization in the Trusts. When the
credit enhancement levels reach specified percentages of the Trust's pool of
receivables, excess cash flows are distributed to us.

When excess cash flow distributions are received depends on the type of
structure used. Historically, we have used a structure that involved a higher
initial cash deposit that resulted in receipt of excess cash flow distributions
approximately seven to nine months after the receivables were securitized.
Beginning in November 1997, we began to employ a structure that involves a
lower initial cash deposit and the use of reinsurance and other alternative
credit enhancements. Under this structure, we expect to begin to receive excess
cash flow distributions approximately 20 to 24 months after receivables are
securitized. For a description of the risks related to the use of reinsurance
and other alternative credit enhancements, see "Risk Factors."

Initial deposits to restricted cash accounts were $2.9 million, $71.4
million and $56.7 million for fiscal years 1996, 1997 and 1998, respectively,
and $43.4 million and $57.3 million for the nine months ended March 31, 1998
and 1999, respectively. Excess cash flows distributed to us were $1.2 million,
$19.3 million and $43.8 million for fiscal years 1996, 1997 and 1998,
respectively, and $27.1 million and $35.2 million for the nine months ended
March 31, 1998 and 1999, respectively. In addition, we received $23.0 million
representing a return of deposits from restricted cash accounts during the nine
months ended March 31, 1999.

Certain agreements with the insurer provide that if delinquency, default
and net loss ratios in a Trust's pool of receivables exceed certain targets,
the specified credit enhancement levels would be increased. As of March 31,
1999, none of our securitizations had delinquency, default and net loss ratios
in excess of the targeted levels.

37
<PAGE>

In February 1997 and January 1998, we issued $125.0 million and $50.0
million, respectively, of 9 1/4% Senior Notes which are due in February 2004.
Interest on the notes is payable semi-annually, in February and August. The
notes, which are unsecured, may be redeemed at the our option after February
2001 at a premium declining to par in February 2003.

In April 1999, we issued $200.0 million of 9.875% Senior Notes which are
due in April 2006. Interest on the Notes is payable semi-annually, in April and
October. The notes, which are unsecured, may be redeemed at our option after
April 2003 at a premium declining to par in April 2005.

We operated 176 auto lending branch offices as of June 30, 1999. We may
also expand loan production capacity at existing auto lending branch offices
where appropriate. While we have been able to establish and grow our finance
businesses thus far, there can be no assurance that future expansion will be
successful due to competitive, regulatory, market, economic or other factors.

As of March 31, 1999, we had $36.8 million in cash and cash equivalents. We
also had available borrowing capacity of $76.3 million under our bank credit
agreement pursuant to the borrowing base requirements of such facility. We
estimate that we will require additional external capital for the remainder of
fiscal 1999 in addition to these existing capital resources in order to fund
expansion of our lending activities. We anticipate that such funding will be in
the form of additional securitization transactions and expansion of our
warehouse and credit facilities. There can be no assurance that funding will be
available to us through these sources, or if available, that it will be on
terms acceptable to us.

Interest Rate Risk

Since our funding strategy is dependent upon the issuance of interest-
bearing securities and the incurrence of debt, fluctuations in interest rates
impact our profitability. We utilize several strategies to minimize the risk of
interest rate fluctuations including the use of hedging instruments, the
regular sale of auto receivables to the Trusts and prefunding securitizations,
whereby the amount of asset-backed securities issued in a securitization
exceeds the amount of receivables initially sold to a Trust. The proceeds from
the pre-funded portion are held in an escrow account until we sell additional
receivables to the Trust in amounts up to the balance of the pre-funded escrow
account. In pre-funded securitizations, we lock in the borrowing costs with
respect to the loans we subsequently deliver to the Trust. However, we incur an
expense in pre-funded securitizations equal to the difference between the money
market yields earned on the proceeds held in escrow prior to subsequent
delivery of receivables and the interest rate paid on the asset-backed
securities outstanding. There can be no assurance that these strategies will be
effective in minimizing interest rate risk or that increases in interest rates
will not have an adverse effect on our profitability.

We utilize derivative financial instruments to manage the gross interest
rate spread on our securitization transactions. We sell fixed rate auto
receivables to Trusts that, in turn, sell either fixed rate or floating rate
securities to investors. The fixed rates on securities issued by the Trusts are
indexed to rates on U.S. Treasury notes with similar average maturities. We
periodically use forward U.S. Treasury rate lock agreements to lock in the
indexed rate for specific anticipated securitization transactions. The floating
rates on securities issued by the Trusts are indexed to London Interbank
Offered Rates. We use interest rate swap agreements to convert the floating
rate exposures on these securities to a fixed rate. We enter into the interest
rate swap agreements with banks that are highly rated at the time of entering
into the interest rate swap agreements.

We made cash payments of $6.2 million and $5.8 million for the nine months
ended March 31, 1998 and 1999, respectively, to settle Forward U.S. Treasury
rate lock agreements. These amounts were included in the gain on sale of
receivables in securitization transactions and are recovered over time through
a higher gross interest rate spread on the related securitization transaction.
There were no outstanding Forward U.S. Treasury rate lock agreements as of
March 31, 1999.

All of our interest rate swap agreements are associated with securitization
transactions completed prior to March 31, 1999 and the net market risk to us is
not material.

38
<PAGE>

Recent Accounting Developments

In June 1997, the Financial Accounting Standards Board ("FASB") issued
Statement of Financial Accounting Standards No. 131, "Disclosures About
Segments of an Enterprise and Related Information" ("SFAS 131"). SFAS 131
establishes standards for the way companies report information about operating
segments in annual financial statements and requires that enterprises report
selected information about operating segments in interim financial reports. The
new pronouncement also establishes standards for related disclosures about
products and services, geographic areas and major customers. The statement is
effective for financial statements for periods beginning after December 15,
1997. Our auto finance business is currently the only segment reportable under
SFAS 131.

In June 1998, the FASB issued Statement of Financial Accounting Standards
No. 133, "Accounting for Derivative Instruments and Hedging Activities" ("SFAS
133"). SFAS 133 establishes accounting and reporting standards for derivative
instruments, including certain derivative instruments embedded in other
contracts, and for hedging activities. The new standard requires that all
derivatives be recognized as either assets or liabilities in the consolidated
balance sheets and that those instruments be measured at fair value. If certain
conditions are met, a derivative may be specifically designated as a hedging
instrument. The accounting for changes in the fair value of a derivative (that
is, gains and losses) depends on the intended use of the derivative and the
resulting designation. The statement is effective for all fiscal quarters of
fiscal years beginning after June 15, 2000. While the new standard will apply
to our derivative financial instruments, we do not believe that adoption of
SFAS 133 will have a material effect on our consolidated financial position or
results of operations.

Year 2000 Issue

The year 2000 issue is whether our or our vendors' computer systems will
properly recognize date sensitive information when the year changes to 2000.
Systems that do not properly recognize such information could generate
erroneous data or fail.

We have developed a comprehensive project plan for achieving year 2000
readiness. We have completed an inventory of critical hardware and software and
we have assessed information technology components. This assessment included
major suppliers and business partners and we are monitoring their continued
progress toward year 2000 compliance; however, we do not rely on any single
supplier or partner to conduct business. We have completed the process of
renovating or replacing critical systems. Integrated testing and installation
of all renovated systems is complete. In addition, we are currently developing
contingency plans for critical systems. Year 2000 project costs incurred
through March 31, 1999 have been approximately $900,000. We expect to incur an
additional $100,000 of costs to fund year 2000 project efforts through the end
of calendar year 1999.

We presently believe that with modifications to existing systems and
conversion to new systems, the year 2000 issue will not pose significant
operational problems for us. However, there can be no assurance that unforeseen
problems in our computer systems, or the systems of third parties on which our
computers rely, would not have an adverse effect on our systems or operations.

39
<PAGE>

BUSINESS

Overview

We generate earnings and cash flow primarily through the purchase,
retention, securitization and servicing of automobile receivables. In each
securitization, we sell automobile receivables to a trust that, in turn, sells
asset-backed securities to investors. We recognize a gain on the sale of the
receivables to the trust and receive monthly excess cash flow distributions
from the trust resulting from the difference between the interest received from
the consumer obligors on the receivables and the interest on the asset-backed
securities paid to investors, net of losses and expenses. Although the
aggregate amount of excess cash flow does not change, the timing of our receipt
of excess cash flow distributions is dependent upon the type of structure we
use. Historically, we used a structure that involved a higher initial cash
deposit and resulted in receipt of excess cash flow distributions approximately
seven to nine months after the receivables were securitized. Since November
1997, we have employed a structure that involves a lower initial cash deposit.
Under this structure, we expect to begin to receive excess cash flow
distributions approximately 20 to 24 months after the receivables are
securitized. We received excess cash flow of $43.8 million from securitization
trusts in fiscal 1998. Due to the time delay associated with distributions of
excess cash flow from securitizations, we expect to receive increased cash flow
distributions in fiscal 2000 from trusts created as a result of securitization
transactions occurring in fiscal 1998. Prior to the time when we begin to
receive excess cash flow, all excess cash flow is utilized to fund credit
enhancement requirements to secure financial guaranty insurance policies issued
by a monoline insurance company to protect investors in the asset-backed
securities from losses. Once predetermined credit enhancement requirements are
reached and maintained, excess cash flow is distributed to us. In addition to
excess cash flow, we earn servicing fees of 2.25% per annum of the outstanding
principal balance of receivables securitized. Over the four quarters ended
March 31, 1999 we completed four securitization transactions totaling $2.4
billion. We also completed a $1.0 billion securitization in May 1999.

Industry Overview

Market Size. According to CNW Marketing/Research, an independent automobile
finance market research firm, the automobile finance industry is the second
largest consumer finance industry in the United States with over $603 billion
of loan and lease originations during 1998. The industry is generally segmented
according to the type of car sold (new vs. used) and the credit characteristics
of the borrower (prime vs. non-prime segment). The non-prime segment of the
market accounted for approximately $188 billion of these originations,
including approximately $112 billion of new car loans and $76 billion of used
car loans.

40
<PAGE>

Competition in the field of automobile finance is intense. The automobile
finance market is highly fragmented and is served by a variety of financial
entities including the captive finance affiliates of major automotive
manufacturers, banks, thrifts, credit unions and independent finance companies.

Market Characteristics. The non-prime automobile finance industry has
certain characteristics which affect the strategies of indirect lenders,
including the following:

. Numerous Diverse Local Markets. Historically, increasing market share on
a national basis has meant developing relationships with automobile
dealerships in local markets. This has typically been accomplished
through the use of local marketing representatives or the placement of
branch offices in those markets. Credit decisions are made on either a
centralized basis or decentralized through branch offices where
approvals can be tailored to local market conditions.

. Increased Risk of Non-payment or Default. The rates of delinquencies,
defaults, repossessions and losses on loans to non-prime borrowers is
higher than that experienced in the general automobile finance industry.
Underwriting criteria, loan pricing and collection methods are,
therefore, structured to manage the higher risks inherent in loans to
non-prime borrowers.

. Lenders Compete on the Basis of Price and Service. Providers of
automobile financing have traditionally competed on the basis of
interest rates charged, the quality of credit accepted, the flexibility
of loan terms offered and the quality of service provided to dealers and
consumers. In order to compete effectively on a national basis lenders
must develop a low cost and efficient origination platform and a highly
automated loan processing and servicing function.

. Need for Significant Funding Capacity. Operating on a national basis as
a lender to non-prime borrowers requires substantial availability of
capital.

Our Solution

We have developed a business model and a technology platform that we
believe allows us to compete effectively in the non-prime automobile finance
business. The key aspects of our solution are:

Decentralized Marketing Platform. We purchase our automobile contracts
through a decentralized branch office network. We opened five branch offices in
fiscal 1993, 13 in fiscal 1994, 13 in fiscal 1995, 20 in fiscal 1996, 34 in
fiscal 1997, 44 in fiscal 1998, and 47 in fiscal 1999, bringing our branch
office network as of June 30, 1999 to 176 offices located in 41 states and two
Canadian provinces.

We believe that the personal relationships our branch managers and other
branch office personnel establish with the dealership personnel are an
important factor in creating and maintaining productive relationships with our
dealership customer base. A local presence enables us to more fully service
dealers and be more responsive to dealer concerns and local market conditions.

Use of Proprietary Credit Scoring Models for Risk-based Pricing. We have
developed and implemented a credit scoring system across our branch office
network to support the branch level credit approval process. Our proprietary
credit scoring models are designed to enable us to tailor each loan's pricing
and structure to a statistical assessment of the underlying credit risk. The
credit scoring system was developed with the assistance of Fair, Isaac and Co.,
Inc. from our consumer demographic and portfolio databases. The credit
scorecards we use to differentiate credit applicants and to assess credit risk
are proprietary to us.

Sophisticated Risk Management Techniques. Our centralized risk management
department is responsible for monitoring the origination process, supporting
management's supervision of each branch office, tracking collateral values of
our receivables portfolio and monitoring portfolio returns. The risk management
department uses proprietary databases to identify concentrations of risk, to
price for the risk associated with selected market segments and to endeavor to
enhance the credit quality and profitability of the contracts

41
<PAGE>

purchased. Though originations and approvals are made on a decentralized,
branch-level basis, credit decisions must comply with our credit scoring
strategies and underwriting policies and procedures.

High Investment in Technology to Support Operating Efficiency and Growth. A
high level of automation in both loan origination and servicing has enabled us
to become a low-cost provider in the non-prime automobile finance market. Our
annualized ratio of operating expenses to average managed receivables was 10.0%
for fiscal 1995, 7.2% for fiscal 1996, 6.2% for fiscal 1997, 5.4% for fiscal
1998 and 5.0% for the nine months ended March 31, 1999. Because of our
investment in technology we have been able to streamline our loan origination
and servicing processes and take advantage of economies of scale.

Funding and Liquidity Through Securitizations. We sell automobile
receivables in securitization transactions in order to obtain a cost-effective,
lower-cost source of funds for the purchase of additional automobile finance
contracts, to reduce the risk of interest rate fluctuations and to utilize
capital efficiently. Since our first securitization transaction in December
1994, we have securitized approximately $5.8 billion of automobile receivables
in private and public offerings of asset-backed securities through June 1999,
including a $1.0 billion securitization in May 1999.

Our Business Strategy

Our principal objective is to continue to build upon our position as a
leading lender to non-prime borrowers in the automobile finance industry. To
achieve this objective, we are using the following strategies:

Continued Growth in Contract Purchase Volume. We are continuing to expand
and grow the quantity of automobile loans that we purchase. We intend to
increase our contract acquisition volumes through further expansion of our
automobile finance branch network, through increasing our market share in
existing branch territories and through marketing alliances with select
automobile dealer groups and prime automotive lenders, such as banks.

As part of our goal of increasing the number of dealers from whom we
purchase automobile finance contracts, we have entered into marketing alliances
with certain automobile dealer groups and regional banks. In addition, in March
1999 we announced a new marketing alliance with Chase Manhattan Bank, USA, N.A.
We currently provide non-prime automobile financing programs to select dealers
in Texas who have a relationship with Chase and, if this program is successful,
we will seek to expand it nationally.

Continued Enhancement of Proprietary Credit Scoring Models with New Data.
Our proprietary credit scorecards are validated on a monthly basis through the
comparison of actual versus projected performance by score. Using this
information and the data we derive in our lending business, we are continuing
to refine our proprietary scorecards based on new information and identified
correlations relating to receivables performance in an effort to effectively
manage our loan origination processes and balance credit risk and portfolio
returns.

Continued Investment in Technology. We intend to invest further in
technology to enable us to reduce our operating expenses relative to the size
of our managed receivables and to improve our service to dealers. Development
of new systems and automation of our processes will enhance our ability to
service dealers and provide for quicker credit decisions and faster contract
funding. In addition, we intend to continue to improve our loan servicing tools
in order to more efficiently allocate collection resources to those accounts
requiring the most attention.

Continued Efforts to Lower Our Cost of Funds. We plan to maintain our role
as a major issuer in the asset-backed securities market and seek innovative
structures and facilities to lower our cost of funds.

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Operations

Target Market. Our indirect automobile lending programs are designed to
serve customers who have limited access to traditional automobile financing.
Our typical borrowers have experienced prior credit difficulties or have
limited credit histories. Because we serve consumers who are unable to meet the
credit standards imposed by most traditional automobile financing sources, we
generally charge interest at rates higher than those charged by traditional
automobile financing sources. We also expect to sustain a higher level of
credit losses than traditional automobile financing sources since we provide
financing in a relatively high risk market.

Dealership Marketing. Since we are an indirect lender, we focus our
marketing activities on automobile dealerships. We are selective in choosing
the dealers with whom we conduct business. We primarily pursue manufacturer
franchised dealerships with used car operations and select independent
dealerships. We select these dealers because they sell the type of used cars we
prefer to finance, specifically later model, low mileage used cars. Of the
contracts we purchased during the nine months ended March 31, 1999,
approximately 95% were originated by manufacturer franchised dealers with used
car operations and 5% by select independent dealers. We purchased contracts
from 10,991 dealers during the nine months ended March 31, 1999. No dealer
accounted for more than 1% of the total volume of contracts we purchased for
that same period.

Prior to entering into a relationship with a dealer, we consider the
dealer's operating history and reputation in the marketplace. We then maintain
a non-exclusive relationship with the dealer. We actively monitor this
relationship with the objective of maximizing the volume of applications
received from the dealer that meet our underwriting standards and profitability
objectives. Due to the non-exclusive nature of our relationships with
dealerships, the dealerships retain discretion to determine whether to obtain
financing from us or from another source for a customer seeking to finance a
vehicle purchase. Branch managers and other branch office personnel regularly
telephone and visit dealers to solicit new business and to answer any questions
dealers may have regarding our financing programs and capabilities. These
personnel explain our underwriting philosophy, including our preference for
non-prime quality contracts secured by later model, lower mileage used vehicles
and our practice of underwriting in the local branch office. To increase the
effectiveness of these contacts, the branch managers and other branch office
personnel have access to our management information systems which detail
current information regarding the number of applications submitted by a
dealership, our response and the reasons why we rejected a particular
application.

We generally purchase finance contracts without recourse to the dealer, and
accordingly, the dealer usually has no liability to us if the consumer defaults
on the contract. To mitigate our risk from potential credit losses, we
typically charge dealers an acquisition fee when purchasing finance contracts.
We negotiate these acquisition fees with dealers on a contract-by-contract
basis and they are usually non-refundable. Although we purchase finance
contracts without recourse to the dealer, the dealer typically makes certain
representations as to the validity of the contract and compliance with certain
laws, and indemnifies us against any claims, defenses and set-offs that may be
asserted against us because of assignment of the contract. Recourse based upon
such representations and indemnities would be limited in circumstances in which
the dealer has insufficient financial resources to perform upon such
representations and indemnities. We do not view recourse against the dealer on
these representations and indemnities to be of material significance in our
decision to purchase finance contracts from a dealer.

Branch Office Network. We use our branch office network to market our
financing programs to selected dealers, develop relationships with dealers
throughout the country and to underwrite contracts submitted by dealerships.
Branch office personnel are responsible for the solicitation, enrollment and
education of new dealers regarding our financing programs. A local presence
enables us to more fully service dealers and be more responsive to dealer
concerns and local market conditions. We select markets for branch office
locations based upon numerous factors, including demographic trends and data,
competitive conditions and the regulatory environment in addition to the
availability of qualified personnel. Branch offices are typically situated in
suburban office buildings which are accessible to local dealers.

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Each branch office solicits dealers for contracts and maintains our
relationship with the dealers in the geographic vicinity of that branch office.
Branch office locations are typically staffed by a branch manager, an assistant
manager and one or more dealer and customer service representatives. Larger
branch offices may also have an additional assistant manager or dealer
marketing representative. We believe that the personal relationships our branch
managers and other branch office personnel establish with the dealership
personnel are an important factor in creating and maintaining productive
relationships with our dealership customer base. We compensate branch managers
with base salaries and annual incentives based on overall branch performance
including factors such as branch credit quality, loan pricing adequacy and loan
volume objectives. We typically pay the incentives in cash and stock option
grants. The branch managers report to regional vice presidents.

Our regional vice presidents monitor branch office compliance with our
underwriting guidelines. Our management information systems provide the
regional vice presidents access to credit application information enabling them
to consult with the branch managers on daily credit decisions and review
exceptions to our underwriting guidelines. The regional vice presidents also
make periodic visits to the branch offices to conduct operating reviews.

The following table sets forth information with respect to the number of
branches, dollar volume of contracts purchased and number of producing
dealerships for the periods set forth below.

<TABLE>
<CAPTION>
Nine Months Ended
Year Ended June 30, March 31,
---------------------- -----------------
1996 1997 1998 1998 1999
------ ------ -------- -------- --------
(dollars in thousands)
<S> <C> <C> <C> <C> <C>
Number of branch offices............. 51 85 129 119 168
Dollar volume of contracts
purchased.......................... $432.4 $906.8 $1,737.8 $1,176.7 $1,990.9
Number of producing dealerships(1)... 3,262 5,657 9,204 7,763 10,991
</TABLE>
- --------
(1) A producing dealership refers to a dealership from which we have purchased
contracts in the relevant period.

Underwriting and Purchasing of Contracts

Proprietary Credit Scoring System and Risk-based Pricing. We have
implemented a credit scoring system throughout our branch office network to
support the branch level credit approval process. The credit scoring system was
developed with the assistance of Fair, Isaac and Co., Inc. from our consumer
demographic and portfolio databases. We use credit scoring to differentiate
credit applicants and to rank order credit risk in terms of expected default
rates, which enables us to tailor loan pricing and structure according to this
statistical assessment of credit risk. For example, a consumer with a lower
score would indicate a higher probability of default and, therefore, we would
seek to compensate for this higher default risk through the structuring and
pricing of the transaction. While we employ a credit scoring system in the
credit approval process, credit scoring does not eliminate credit risk. Adverse
determinations in evaluating contracts for purchase could adversely affect the
credit quality of our receivables portfolio.

The credit scoring system contrasts the quality of credit applicant
profiles resulting in a statistical assessment of the most predictive
characteristics. Factors considered in any loan application include data
presented on the application, the credit bureau report and the type of loan the
applicant wishes to secure. Specifically, the credit scoring system considers
the applicant's residential and employment stability, financial history,
current financial capacity and integrity of meeting historical financial
obligations as well as the loan structure and credit bureau information. The
scorecards take these factors into account and produce a statistical assessment
of these attributes. This assessment is used to segregate applicant risk
profiles and determine whether risk is acceptable and the price we should
charge for that risk. The credit scorecards are validated on a monthly basis
through the comparison of actual versus projected performance by score. We
endeavor to refine our proprietary scorecards based on new information and
identified correlations relating to receivables performance.

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Through the use of our proprietary credit scoring system, branch office
personnel with credit authority are able to more efficiently review and
prioritize loan applications. Applications which receive a high score are
processed rapidly and credit decisions can be quickly faxed back to the dealer.
Applications receiving low scores can be quickly rejected without further
processing and review by us. This ability to prioritize applications allows for
a more effective allocation of resources to those applications requiring more
review.

Decentralized Loan Approval Process. We purchase individual contracts
through our branch offices based on a decentralized credit approval process
tailored to local market conditions. Each branch manager has a specific credit
authority based upon their experience and historical loan portfolio results as
well as established credit scoring parameters. In certain markets where a
branch office is not present and with respect to certain large dealer groups,
we purchase contracts through our regional purchasing offices. Although the
credit approval process is decentralized, all credit decisions must comply with
our credit scoring strategies and underwriting policies and procedures.

We receive loan application packages completed by prospective obligors via
facsimile at the branch offices from dealers. Application data are entered into
our automated application processing system. A credit bureau report is
automatically generated and credit scores are computed. Branch office personnel
with credit authority review the application package and determine whether to
approve the application, approve the application subject to conditions that
must be met or deny the application. These personnel consider many factors in
arriving at a credit decision, relying primarily on the applicant's credit
score, but also taking into account the applicant's capacity to pay, stability,
credit history, the contract terms and collateral value. We estimate that we
deny credit to approximately 60% to 65% of applicants typically because of
their credit histories or because their income levels are not sufficient to
support the proposed level of monthly payments. We contact dealers regarding
credit decisions by telefax or telephone. Declined and conditioned applicants
are also provided with appropriate notification of the decision.

Our underwriting and collateral guidelines as well as credit scoring
parameters form the basis for the branch level credit decision; however, the
qualitative judgment of the branch office personnel with credit authority with
respect to the credit quality of an applicant is a significant factor in the
final credit decision. Exceptions to credit policies and authorities must be
approved by a regional vice president or other designated credit officer.

The dealers send completed loan packages to the branch office. As part of
the credit decision process, a customer service representative investigates the
residence, employment and credit history of the applicant. Loan terms and
insurance coverages are generally reverified with the consumer by branch office
personnel and the loan packages are forwarded to our centralized loan services
department. All loan documentation is scanned to create electronic images and
key original documents are stored in a fire-resistant vault. The loans are
reviewed for proper documentation and regulatory compliance and are entered
into our loan accounting system. Daily loan reports are generated for final
review by senior operations management. Once cleared for funding, the loan
services department issues a check or electronically transfers funds to the
dealer. Upon funding of the contract, we require applicants to provide a
perfected security interest in the automobile that was financed. All of our
contracts are fully amortizing with substantially equal monthly installments.

Servicing and Collections Procedures

General. Our servicing activities consist of:

. collecting and processing customer payments;

. responding to customer inquiries;

. initiating contact with customers who are delinquent in payment of a
receivable installment;

. maintaining the security interest in the financed vehicle;

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. maintaining physical damage insurance coverage of the financed vehicle;
and

. repossessing and liquidating collateral when necessary.

We utilize various automated systems to support our servicing and
collections activities. We use monthly billing statements to serve as a
reminder to customers as well as an early warning mechanism in the event a
customer has failed to notify us of an address change. Approximately 15 days
before a customer's first payment due date and each month thereafter, we mail
the customer a billing statement directing the customer to mail payments to a
lockbox bank for deposit in a lockbox account. Payment receipt data is
electronically transferred from our lockbox bank to us for posting to the loan
accounting system. We may also directly receive payments from customers. All
payment processing and customer account maintenance is performed centrally in
Fort Worth, Texas by the loan services department. We receive servicing fees
for servicing securitized receivables equal to 2.25% per annum of the
outstanding principal balance of such receivables.

Our collections activities are performed at regional centers located in
Fort Worth, Texas, Tempe, Arizona and Charlotte, North Carolina. We utilize a
predictive dialing system to make phone calls to customers whose payments are
past due. The predictive dialer is a computer-controlled telephone dialing
system which dials phone numbers of customers from a file of records extracted
from our database. Once a live voice responds to the automated dialer's call,
the system automatically transfers the call to a collector and the relevant
account information appears on the collector's computer screen. The system also
tracks and notifies collections management of phone numbers that the system has
been unable to reach within a specified number of days, thereby promptly
identifying for management all customers who cannot be reached by telephone. By
eliminating time wasted on attempting to reach customers, the system gives a
single collector the ability to speak with a larger number of accounts daily.

Once an account becomes more than 30 days delinquent, the account moves to
our mid-range collection unit. The objective of these collectors is to prevent
the account from becoming further delinquent. After a scheduled payment on an
account becomes approximately 60 to 90 days past due, we typically initiate
repossession of the financed vehicle. However, we may repossess it without
regard to the length of payment delinquency if:

. an account is deemed uncollectible;

. the financed vehicle is deemed by collection personnel to be in danger
of being damaged, destroyed or hidden;

. the customer deals in bad faith; or

. the customer voluntarily surrenders the financed vehicle.

At times, we offer payment deferrals to customers who have encountered
temporary financial difficulty, hindering their ability to pay as contracted,
and when other methods of assisting the customer in meeting the contract terms
and conditions have been exhausted. A deferral allows the customer to move a
delinquent payment to the end of the loan by paying a fee, which is
approximately the interest portion of the payment deferred. The collector must
review the past payment history and assess the customer's desire and capacity
to make future payments and, before agreeing to a deferral, must comply with
our policies and guidelines for deferrals. Exceptions to our policies and
guidelines for deferrals must be approved by a collections officer. The loan
services department processes deferment transactions. As of March 31, 1999,
approximately 13% of our managed receivables had received a deferral.

Repossessions. Repossessions are subject to prescribed legal procedures,
which include:

. peaceful repossession;

. one or more consumer notifications;

. a prescribed waiting period prior to disposition of the repossessed
automobile; and

. return of personal items to the consumer.

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Some jurisdictions provide the consumer with reinstatement or redemption
rights. Legal requirements, particularly in the event of bankruptcy, may
restrict our ability to dispose of the repossessed vehicle. Repossessions are
handled by independent repossession firms engaged by us and must be approved by
a collections officer. Upon repossession and after any prescribed waiting
period, we sell the repossessed automobile at auction. We do not sell any
vehicles on a retail basis. We credit the proceeds from the sale of the
automobile at auction, and any other recoveries, against the balance of the
contract. Auction proceeds from the sale of the repossessed vehicle and other
recoveries are usually not sufficient to cover the outstanding balance of the
contract, and the resulting deficiency is charged-off. We may pursue collection
of deficiencies when we deem such action to be appropriate.

Charge-off Policy. Our policy is to charge-off an account in the month in
which the account becomes 180 days contractually delinquent even if we have not
repossessed the related vehicle. On accounts less than 180 days delinquent, we
charge-off the account when the vehicle securing the delinquent contract is
repossessed and disposed of. The charge-off represents the difference between
the actual net sales proceeds and the amount of the delinquent contract,
including accrued interest. Accrual of finance charge income is suspended on
accounts which are more than 60 days contractually delinquent.

Risk Management

Overview. We have developed procedures to evaluate and supervise the
operations of each branch office on a centralized basis. Our risk management
department is responsible for monitoring the contract purchase process and
supporting the supervisory role of senior operations management. This
department tracks via databases key variables, such as:

.loan applicant data;

.credit bureau and credit score information;

.loan structures and terms; and

.payment histories.

The risk management department also regularly reviews the performance of our
credit scoring system and is involved with third-party vendors in the
development and enhancement of our credit scorecards.

The risk management department also prepares regular credit indicator
packages reviewing portfolio performance at various levels of detail including
total company, branch office and dealer. Various daily reports and analytical
data are also generated by our management information systems. We use this
information to monitor credit quality as well as to constantly refine the
structure and mix of new contract purchases. We review portfolio returns on a
consolidated basis, as well as at the branch office, dealer and contract
levels.

Behavioral Scoring. We use statistically-based behavioral assessment
models to project the relative probability that an individual account will
default and to validate the credit scoring system after the receivable has aged
for a sufficient period of time, generally six to nine months. Default
probabilities are calculated for each account independent of the credit score.
Projected default rates from the behavioral assessment models and credit
scoring systems are compared and analyzed to monitor the effectiveness of our
credit strategies.

Collateral Value Management. The value of the collateral underlying our
receivables portfolio is updated monthly with a loan-by-loan link to national
wholesale auction values. This data, along with our own experience relative to
mileage and vehicle condition, are used for evaluating collateral disposition
activities as well as for reserve analysis models.

Compliance Audits. Our internal audit department conducts regular
compliance audits of branch office operations, loan services, collections and
other functional areas. The primary objective of the audits is to

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measure compliance with our written policies and procedures as well as
regulatory matters. Branch office audits include a review of:

.compliance with underwriting policies;

.completeness of loan documentation;

.collateral value assessment; and

.extent of applicant data investigation.

Written audit reports are distributed to local branch office personnel and
the regional vice presidents for response and follow-up. Senior operations
management reviews copies of these reports. Audit results and responses are
also reviewed on a quarterly basis by an audit committee comprised of senior
executive management.

Securitization of Loans

Since December 1994, we have pursued a strategy of securitizing our
receivables to diversify our funding, improve liquidity and obtain a cost-
effective source of funds for the purchase of additional automobile finance
contracts. We apply the net proceeds from securitizations to pay down
borrowings under our credit and warehouse facilities, thereby increasing
availability thereunder for further contract purchases. Through June 30, 1999,
we have securitized approximately $5.8 billion of automobile receivables,
including a $1.0 billion securitization we completed in May 1999.

In our securitizations, we, through one or more wholly-owned subsidiaries,
transfer automobile receivables to newly-formed securitization trusts, which
issue one or more classes of asset-backed securities. The asset-backed
securities are in turn sold to investors, except for certain subordinated
interests which we may retain.

When we transfer receivables to securitization trusts in securitization
transactions, we recognize a gain on sale of receivables and continue to
service such receivables. The gain on sale of receivables represents the
difference between the sales proceeds, net of transaction costs, and our net
carrying value of the receivables sold, plus the present value of estimated
excess cash flows. The estimated excess cash flows are the difference between
the cash collected from obligors on securitized receivables and the sum of
principal and interest paid to investors in the asset-backed securities,
contractual servicing fees, defaults, net of recoveries, and other expenses
such as trustee fees and financial guarantee insurance premiums. Concurrently
with recognizing the gain on sale of receivables, we record a corresponding
asset, interest-only receivables from Trusts, which includes the present value
of estimated excess cash flows as described above.

The calculation of interest-only receivables includes estimates of future
losses and prepayment rates for the remaining term of the receivables sold
since these factors impact the amount and timing of future cash collected on
the receivables sold. We review the carrying value of interest-only receivables
quarterly on a disaggregated basis by Trust. If future losses or prepayment
rates exceed our original estimates, the asset will be adjusted through a
charge to operations. Favorable credit loss and prepayment experience compared
to our original estimates would result in additional income when realized. See
"Risk Factors."

In connection with our securitization program, we arrange for a financial
guaranty insurance policy to achieve a desired credit rating on the asset-
backed securities issued. The policies for each of our securitizations have
been provided by Financial Security Assurance, Inc., a monoline insurer, which
insures the timely payment of principal and interest due on the asset-backed
securities. We have limited reimbursement obligations to Financial Security
Assurance; however, credit enhancement requirements, including Financial
Security Assurance's encumbrance of certain restricted cash accounts and
subordinated interests in trusts, provide a source of funds to cover shortfalls
in collections and to reimburse Financial Security Assurance for any claims
which may be made under the policies issued with respect to our
securitizations.

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The credit enhancement requirements for any securitization include
restricted cash accounts which are generally established with an initial
deposit and, in some cases, reinsurance or other alternative forms of credit
enhancement, and subsequently funded through excess cash flows from securitized
receivables. Funds are withdrawn from the restricted cash accounts to cover any
shortfalls in amounts payable on the asset-backed securities. Funds are also
available to be withdrawn in an event of default to reimburse Financial
Security Assurance for draws on its financial guaranty insurance policy. In
addition, the restricted cash account for each securitization trust is cross-
collateralized to the restricted cash accounts established in connection with
our other securitization trusts, such that excess cash flow from a performing
securitization trust insured by Financial Security Assurance may be used to
support cash flow shortfalls from a non-performing securitization trust insured
by Financial Security Assurance, thereby further restricting excess cash flow
available to us. We are entitled to receive amounts from the restricted cash
accounts to the extent the amounts deposited exceed predetermined required
minimum levels.

Financial Security Assurance has taken a pledge of the stock of AFS Funding
Corp., our wholly-owned subsidiary that owns the restricted cash accounts,
interest-only receivables, and any subordinated interests in the Trusts, such
that, if the pledge is exercised in the event of a payment by Financial
Security Assurance under one of its insurance policies or certain material
adverse changes in our business, Financial Security Assurance would control all
of the restricted cash accounts, interest-only receivables and any subordinated
interests in the Trusts. The terms of each securitization also provide that,
under certain tests relating to delinquencies, defaults and losses, cash may be
retained in the restricted cash account and not released to us until increased
minimum levels of credit enhancement requirements have been reached and
maintained.

Trade Names

We have obtained federal trademark protection for the "AmeriCredit" name
and the logo that incorporates the "AmeriCredit" name.

Regulation

Our operations are subject to regulation, supervision and licensing under
various federal, state and local statutes, ordinances and regulations.

In most states in which we operate, a consumer credit regulatory agency
regulates and enforces laws relating to consumer lenders and sales finance
agencies such as us. Such rules and regulations generally provide for licensing
of sales finance agencies, limitations on the amount, duration and charges,
including interest rates, for various categories of loans, requirements as to
the form and content of finance contracts and other documentation and
restrictions on collection practices and creditors' rights. In certain states,
our branch offices are subject to periodic examination by state regulatory
authorities. Some states in which we operate do not require special licensing
or provide extensive regulation of our business.

We are also subject to extensive federal regulation, including the Truth in
Lending Act, the Equal Credit Opportunity Act and the Fair Credit Reporting
Act. These laws require us to provide certain disclosures to prospective
borrowers and protect against discriminatory lending practices and unfair
credit practices. The principal disclosures required under the Truth in Lending
Act include the terms of repayment, the total finance charge and the annual
percentage rate charged on each loan. The Equal Credit Opportunity Act
prohibits creditors from discriminating against loan applicants on the basis of
race, color, sex, age or marital status. Pursuant to Regulation B promulgated
under the Equal Credit Opportunity Act, creditors are required to make certain
disclosures regarding consumer rights and advise consumers whose credit
applications are not approved of the reasons for the rejection. In addition,
our credit scoring system must comply with the requirements for such a system
as set forth in the Equal Credit Opportunity Act and Regulation B. The Fair
Credit Reporting Act requires us to provide certain information to consumers
whose credit applications are not approved on the basis of a report obtained
from a consumer reporting agency.

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The dealers who originate automobile loans that we purchase also must
comply with both state and federal credit and trade practice statutes and
regulations. Failure of the dealers to comply with such statutes and
regulations could result in consumers having rights of rescission and other
remedies that could have an adverse effect on us.

Management believes that we maintain all material licenses and permits
required for our current operations and are in substantial compliance with all
applicable local, state and federal regulations. There can be no assurance,
however, that we will be able to maintain all requisite licenses and permits
and the failure to satisfy those and other regulatory requirements could have a
material adverse effect on our operations. Further, the adoption of additional,
or the revision of existing, rules and regulations could have a material
adverse effect on our business.

Mortgage Loan Operations

In November 1996, we acquired AMS. AMS originates and acquires home equity
loans through a network of mortgage brokers. AMS sells its home equity loans
and the related servicing rights in the wholesale markets. AMS does not
currently represent a material portion of our assets or revenues.

Competition

Competition in the field of non-prime automobile finance is intense. The
automobile finance market is highly fragmented and is served by a variety of
financial entities including the captive finance affiliates of major automotive
manufacturers, banks, thrifts, credit unions, and independent finance
companies. Many of these competitors have substantially greater financial
resources and lower costs of funds than us. Many of these competitors also have
long standing relationships with automobile dealerships and may offer
dealerships or their customers other forms of financing, including dealer floor
plan financing and leasing, which we do not offer. Providers of automobile
financing have traditionally competed on the basis of interest rate charged,
the quality of credit accepted, the flexibility of loan terms offered and the
quality of service provided to dealers and customers. In seeking to establish
ourself as one of the principal financing sources of the dealers we serve, we
compete predominately on the basis of our high level of dealer service and
strong dealer relationships and by offering flexible loan terms. There can be
no assurance that we will be able to compete successfully in this market or
against these competitors.

Properties

Our executive offices are located at 801 Cherry Street, Suite 3900, Fort
Worth, Texas, in a 113,000 square foot leased office space, under a 12-year
lease that commenced in July 1999. We utilize this building for branch office
support and administrative activities. We also lease 67,000 square feet of
office space in Tempe, Arizona under a ten-year agreement with renewal options,
56,000 square feet of office space in Charlotte, North Carolina under a ten-
year agreement with renewal options, and 65,000 square feet of office space in
Fort Worth, Texas under four-year agreements. These facilities are used for
loan servicing and collections activities. We intend to consolidate various
loan servicing, collection and operating activities in a 250,000 square foot
facility located in Arlington, Texas leased under a five-year lease commencing
August 1999.

Our executive offices were formerly located in a 43,000 square foot
building we purchased in 1994. We intend to sell this building.

We generally lease branch office facilities under agreements with original
terms of three to five years. Such facilities are typically located in a
suburban office building and consist of between 1,000 and 2,000 square feet of
space.

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Employees

At March 31, 1999, we employed approximately 2,200 persons in 41 states and
one Canadian province. None of our employees are part of a collective
bargaining agreement and our relationships with our employees are satisfactory.

Legal Proceedings

As a consumer finance company, we are subject to various consumer claims
and litigation seeking damages and statutory penalties based upon, among other
things, usury, disclosure inaccuracies, wrongful repossession, fraud and
discriminatory treatment of credit applicants, which could take the form of a
plaintiffs' class action complaint. We, as the assignee of finance contracts
originated by dealers, may also be named as a co-defendant in lawsuits filed by
consumers, principally against dealers. The damages and penalties claimed by
consumers in these types of matters can be substantial. The relief requested by
the plaintiffs varies but includes requests for compensatory, statutory and
punitive damages. One proceeding in which we are a defendant has been brought
as a putative class action and is pending in the State of California. A class
has yet to be certified in this case, in which the plaintiffs allege certain
defects in our post-repossession notice forms in the State of California, and
no court date has been set, nor are any hearings presently scheduled.

Management believes that we have taken prudent steps to address the
litigation risks associated with our business activities. However, there can be
no assurance that we will be able to successfully defend against all such
consumer claims, or that the determination of any such claim in a manner
adverse to us would not have a material adverse effect on our indirect
automobile finance business.

On April 8, 1999, a putative class action complaint was filed against us
and certain of our officers and directors alleging violations of Section 10(b)
of the Securities Exchange Act of 1934 arising from our use of the cash-in
method of measuring and accounting for credit enhancement assets in our
financial statements for the second, third and fourth quarters of fiscal year
1997, fiscal year 1998 and the first quarter of fiscal year 1999. We believe
that our previous use of the cash-in method of measuring and accounting for
credit enhancement assets was consistent with then current generally accepted
accounting principles and accounting practices of other finance companies. As
required by the Financial Accounting Standards Board's Special Report, "A Guide
to Implementation of Statement 125 on Accounting for Transfers and Servicing of
Financial Assets and Extinguishment of Liabilities, Second Edition," dated
December 1998, and related statements made by the staff of the Commission, we
retroactively changed our method of measuring and accounting for credit
enhancement assets to the cash-out method and restated our financial statements
for the three months ended September 30, 1998 and the fiscal years ended June
30, 1998, 1997 and 1996. In the opinion of management, this litigation is
without merit and we intend to vigorously defend against the complaint.

In the opinion of management, the resolution of the proceedings described
in this section will not have a material adverse effect on our consolidated
financial position, results of operations or liquidity.

51
<PAGE>

MANAGEMENT

Directors and Executive Officers

The following table sets forth certain information regarding the current
directors and executive officers of the Company as of June 30, 1999:

<TABLE>
<CAPTION>
Name Age Position with the Company
---- --- -------------------------
<S> <C> <C>
Clifton H. Morris, Jr... 63 Chairman of the Board and Chief Executive Officer
Michael R. Barrington... 40 Vice Chairman of the Board, President and Chief
Operating Officer
Daniel E. Berce......... 45 Vice Chairman of the Board and Chief Financial Officer
Edward H. Esstman....... 58 President and Chief Operating Officer of AmeriCredit
Financial Services, Inc., Executive Vice
President--Auto Finance Division and Director
Chris A. Choate......... 36 Senior Vice President, General Counsel and Secretary
Joseph E. McClure....... 51 Executive Vice President and Chief Information Officer
Cheryl L. Miller........ 35 Executive Vice President, Director of Collections and
Customer Service of AmeriCredit Financial Services,
Inc.
Michael T. Miller....... 37 Executive Vice President and Chief Credit Officer
Preston A. Miller....... 35 Executive Vice President and Treasurer
Cinde C. Perales........ 38 Executive Vice President and Director of Loan Services
of AmeriCredit Financial Services, Inc.
A. R. Dike.............. 63 Director
James H. Greer.......... 72 Director
Douglas K. Higgins...... 49 Director
Kenneth H. Jones, Jr.... 64 Director
</TABLE>

Clifton H. Morris, Jr. has been Chairman of the Board and Chief Executive
Officer of the Company since May 1988, and was also President of the Company
from such date until April 1991 and from April 1992 to November 1996. Mr.
Morris is also a director of Service Corporation International, Inc., a
publicly held company which owns and operates funeral homes and related
businesses, and Cash America International, Inc., a publicly held pawn
brokerage company.

Michael R. Barrington has been Vice Chairman, President and Chief Operating
Officer of the Company since November 1996 and was Executive Vice President and
Chief Operating Officer of the Company from November 1994 until November 1996.
Mr. Barrington was a Vice President of the Company from May 1991 until November
1994. From its formation in July 1992 until November 1996, Mr. Barrington was
also the President and Chief Operating Officer of AmeriCredit Financial
Services, Inc., a subsidiary of the Company.

Daniel E. Berce has been Vice Chairman and Chief Financial Officer of the
Company since November 1996 and was Executive Vice President, Chief Financial
Officer and Treasurer for the Company from November 1994 until November 1996.
Mr. Berce was Vice President, Chief Financial Officer and Treasurer of the
Company from May 1991 until November 1994. Mr. Berce is also a director of
INSpire Insurance Solutions, Inc., a publicly held company which provides
policy and claims administration services to the property and casualty
insurance industry.

Edward H. Esstman has been President and Chief Operating Officer of AFSI
since November 1996. Mr. Esstman was Executive Vice President, Director of
Consumer Finance Operations of AFSI from November 1994 until November 1996 and
was Senior Vice President, Director of Consumer Finance of AFSI from AFSI's
formation in July 1992 until November 1994. Mr. Esstman has also been Executive
Vice President--Auto Finance Division for the Company since November 1996 and
Senior Vice President and Chief Credit Officer for the Company from November
1994 until November 1996.

52
<PAGE>

Chris A. Choate has been Senior Vice President, General Counsel and
Secretary of the Company since November 1996 and was Vice President, General
Counsel and Secretary of the Company from November 1994 until November 1996 and
General Counsel and Secretary of the Company from January 1993 until November
1994. From July 1991 until January 1993, Mr. Choate was Assistant General
Counsel.

Joseph E. McClure has been Executive Vice President, Chief Information
Officer of the Company since April 1999 and was Senior Vice President, Chief
Information Officer from October 1998, when he joined the Company until April
1999. Prior to joining the Company, Mr. McClure was Executive Vice President,
Division Information Officer of Associates First Capital Corp., and was in that
position for more than five years.

Cheryl L. Miller has been Executive Vice President, Director of Collections
and Customer Service of AFSI since July 1998 and was Senior Vice President,
Director of Collections and Customer Service of AFSI from March 1996 until July
1998 and Vice President, Director of Collections and Customer Service of AFSI
from October 1994 until March 1996. From May 1994 until October 1994, Ms.
Miller acted in other management capacities for AFSI. Prior to that, Ms. Miller
was with Ford Motor Credit Company, most recently as customer service
supervisor of the Dallas branch.

Michael T. Miller has been Executive Vice President and Chief Credit
Officer of the Company since July 1998 and was Senior Vice President and Chief
Credit Officer of the Company from November 1996 until July 1998. Mr. Miller
was Senior Vice President, Risk Management, Credit Policy and Planning and
Chief of Staff of AFSI since November 1994 until November 1996 and Vice
President, Risk Management, Credit Policy and Planning of AFSI from AFSI's
formation in July 1992 until November 1994. Michael T. Miller is the brother of
Cheryl L. Miller.

Preston A. Miller has been Executive Vice President and Treasurer of the
Company since July 1998 and was Senior Vice President and Treasurer of the
Company from November 1996 until July 1998. Mr. Miller was Vice President and
Controller of the Company from November 1994 until November 1996 and was
Controller of the Company from September 1989 until November 1994.

Cinde C. Perales has been Executive Vice President, Director of Loan
Services of AFSI since July 1998 and was Senior Vice President, Director of
Loan Services of AFSI from March 1996 until July 1998 and Vice President,
Director of Loan Services of AFSI from October 1992 until March 1996.

A.R. Dike has been President of Willis Corroon Life, Inc., of Texas, a
private insurance agency, since 1991. He was Chairman and Chief Executive
Officer of The Insurance Alliance, Inc. from January 1988 until September 1991.
Mr. Dike serves on the Board of Directors of Cash America International, Inc.

James H. Greer is the Chairman of the Board of Shelton W. Greer Co., Inc.
which engineers, manufactures, fabricates and installs building specialty
products, and has been such for more than five years. Mr. Greer is also a
director of Service Corporation International, Inc., and Tanknology
Environmental, Inc., a publicly held company engaged in the environmental
services industry.

Douglas K. Higgins is a private investor and owner of Higgins & Associates
and has been in that position since July 1994. In 1983, Mr. Higgins founded H &
M Food Systems Company, Inc., a manufacturer of meat-based products for the
food service industry, and was employed by such company as President until his
retirement in July 1994.

Kenneth H. Jones, Jr. is Vice Chairman of KBK Capital Corporation, a
publicly held non-bank commercial finance company, and has been in that
position since January 1995. Prior to January 1995, Mr. Jones was a shareholder
in the Decker, Jones, McMackin, McClane, Hall & Bates, P.C. law firm in Fort
Worth, Texas, and was with that firm and its predecessor or otherwise involved
in the private practice of law in Fort Worth, Texas for more than five years.
Mr. Jones is also a director of Hallmark Financial Services, Inc. Until June
26, 1995, Mr. Jones was Chairman of the Board of RVAC, Inc., a privately held
company engaged in manufacturing and installing air conditioning products on
recreational vehicles and manufactured housing. An involuntary Chapter 7
bankruptcy petition was filed against RVAC, Inc. in December 1995.

53
<PAGE>

Employment Contracts, Termination of Employment and Change-in-Control
Arrangements

We have entered into employment agreements with our executive officers.
These agreements, as amended, contain terms that renew annually for successive
five year periods (ten years in the case of Mr. Morris), and the compensation
thereunder is determined annually by our Board of Directors, subject to minimum
annual compensation for Mr. Morris, $500,000; Messrs. Barrington and Berce
$345,000; Mr. Esstman, $300,000; and Mr. Miller, $255,000. Included in each
agreement is a covenant of the employee not to compete with us during the term
of his employment and for a period of three years thereafter. The employment
agreements also provide that if the employee is terminated other than for
cause, in the event the employee resigns or is terminated other than for cause
within twelve months after a "change in control" of us, as that term is defined
in the employment agreements, we will pay to the employee the remainder of his
current year's salary, on an undiscounted basis, plus the discounted present
value, employing an interest rate of 8%, of two additional years' salary, for
which purpose "salary" includes the annual rate of compensation immediately
prior to the "change in control" plus the average annual cash bonus for the
immediately preceding three year period.

In addition to the employment agreements described above, the terms of all
stock options granted to our executive officers provide that such options will
become immediately vested and exercisable upon the occurrence of a change in
control as defined in the stock option agreements evidencing such grants.

The provisions and terms contained in these employment and option
agreements could have the effect of increasing the cost of a change in control
of the Company and thereby delay or hinder such a change in control.

Board Committees and Meetings

Standing committees of the Board include the Audit Committee and the Stock
Option/Compensation Committee.

The Audit Committee's principal responsibilities consist of (1)
recommending the selection of independent auditors, (2) reviewing the scope of
the audit conducted by those auditors, as well as the audit itself, and (3)
reviewing the Company's internal audit activities and matters concerning
financial reporting, accounting and audit procedures, and policies generally.
Members consist of Messrs. Dike, Greer, Higgins and Jones.

The Stock Option/Compensation Committee (1) administers the Company's
employee stock option plans and reviews and approves the granting of stock
options and (2) reviews and approves compensation for executive officers.
Members consist of Messrs. Dike, Greer, Higgins and Jones.

The Board of Directors held five regularly scheduled meetings during the
fiscal year ended June 30, 1998. Various matters were also approved during the
last fiscal year by unanimous written consent of the Board of Directors. No
director attended fewer than 75% of the aggregate of (1) the total number of
meetings of the Board of Directors; and (2) the total number of meetings held
by all committees of the Board on which that director served.

Compensation of Directors

Members of the Board of Directors currently receive a $2,500 quarterly
retainer fee and an additional $4,000 fee for attendance at each meeting of the
Board. Members of Committees of the Board of Directors are paid $2,000 per
quarter for participation in all committee meetings held during that quarter.

At the 1990 Annual Meeting of Shareholders, we adopted the 1990 Stock
Option Plan for Non-Employee Directors of AmeriCredit Corp. (the "1990 Director
Plan"), which provides for grants to our non-employee directors of nonqualified
stock options and reserves, in the aggregate, a total of 1,500,000 shares of
common stock for issuance upon exercise of stock options granted under such
plan. Under the 1990 Director Plan, each

54
<PAGE>

non-employee director receives, upon election as a Director and thereafter on
the first business day after the date of each annual meeting of shareholders of
the Company, an option to purchase 20,000 shares of common stock at an exercise
price equal to the fair market value of the common stock on the date of grant.
Each option is fully vested upon the date of grant but may not be exercised
prior to the expiration of six months after the date of grant. On November 4,
1998, options to purchase 20,000 shares of common stock were granted under the
1990 Director Plan to each of Messrs. Dike, Greer, Higgins and Jones at an
exercise price of $14.88 per share. The exercise price for the options granted
to Messrs. Dike, Greer, Higgins and Jones is equal to the last reported sale
price of the common stock on the New York Stock Exchange on the day preceding
the date of grant.

55
<PAGE>

PRINCIPAL SHAREHOLDERS

The following table and the notes thereto set forth certain information
regarding the beneficial ownership of our common stock as of June 30, 1999, by
(1) each current director of the Company; (2) each executive officer; (3) all
present executive officers and directors of the Company as a group; and (4)
each other person known to the Company to own beneficially more than five
percent of the presently outstanding common stock.

<TABLE>
<CAPTION>
Percentage
Beneficially Owned (1)
Number of Shares --------------------------
Beneficially Owned Before After
Prior to Offering(1) Offering Offering
-------------------- ----------- -----------
<S> <C> <C> <C>
Wanger Asset Management,
L.P......................... 4,972,000(2) 7.77% 6.90%
Regan Partners, L.P........... 3,872,000(3) 6.05% 5.38%
Montgomery Asset Management,
LLC......................... 3,502,000(4) 5.47% 4.86%
Clifton H. Morris, Jr......... 2,345,894(5) 3.55% 3.17%
Michael R. Barrington......... 1,065,520(6) 1.64% 1.46%
Daniel E. Berce............... 1,596,060(7) 2.44% 2.17%
Edward H. Esstman............. 835,212(8) 1.29% 1.15%
Michael T. Miller............. 115,264(9) * *
A. R. Dike.................... 91,476(10) * *
James H. Greer................ 500,000(11) * *
Douglas K. Higgins............ 226,000(12) * *
Kenneth H. Jones, Jr.......... 320,000(13) * *
All Executive Officers and
Directors
(15 persons)................ 7,820,598 11.01% 9.98%
</TABLE>
- --------
* Less than 1%
(1) Except as otherwise indicated, the persons named in the table have sole
voting and investment power with respect to the shares of common stock
shown as beneficially owned by them. Beneficial ownership as reported in
the above table has been determined in accordance with Rule 13d-3 under
the Securities Exchange Act of 1934, as amended. The percentages of shares
beneficially owned before the offering are based upon 64,013,201 shares
outstanding as of June 30, 1999, except for certain parties who hold
options that are presently exercisable or exercisable within 60 days of
June 30, 1999 and the percentages of shares beneficially owned after the
offering gives effect to the sale of the 8,000,000 shares of common stock
offered hereby, assuming no exercise of the underwriters' over-allotment
option. The percentages of shares beneficially owned before the offering
for those parties who hold options that are presently exercisable or
exercisable within 60 days of June 30, 1999 are based upon the sum of
64,013,201 shares outstanding plus the number of shares subject to options
that are presently exercisable or exercisable within 60 days of June 30,
1999 held by them, as indicated in the following notes and the percentages
of shares beneficially owned after the offering gives effect to the sale
of the 8,000,000 shares of common stock offered hereby, assuming no
exercise of the underwriters' over-allotment option.
(2) A Form 13F filed with the Commission in March 1999 reports that Wanger
Asset Management, L.P. and Wanger Asset Management, Ltd. hold an aggregate
of 4,972,000 shares. The address of Wanger Asset Management, L.P. and
Wanger Asset Management, Ltd. is 227 West Monroe Street, Suite 3000,
Chicago, Illinois 60606.
(3) A Form 13F filed with the Commission in March 1999 reports that Regan
Partners, L.P. and Basil P. Regan hold an aggregate of 3,872,000 shares.
The address of Regan Partners and Basil P. Regan is 6 East 43rd Street,
New York, New York 10017.
(4) A Form 13F filed with the Commission in March 1999 reports that Montgomery
Asset Management, LLC holds an aggregate of 3,502,000 shares. The address
of Montgomery Asset Management, LLC is 101 California Street, San
Francisco, California 94111.
(5) This amount includes 2,066,666 shares subject to stock options that are
currently exercisable or exercisable within 60 days. This amount also
includes 76,272 shares of common stock in the name of Sheridan C. Morris,
Mr. Morris' wife.
(6) This amount includes 1,049,000 shares subject to stock options that are
currently exercisable or exercisable within 60 days.
(7) This amount includes 1,531,214 shares subject to stock options that are
currently exercisable or exercisable within 60 days.
(8) This amount includes 768,666 shares subject to stock options that are
currently exercisable or exercisable within 60 days.
(9) This amount includes 111,040 shares subject to stock options that are
currently exercisable or exercisable within 60 days.
(10) This amount includes 20,000 shares subject to stock options that are
currently exercisable or exercisable within 60 days. This amount also
includes 7,000 shares of common stock held in the name of Sara B. Dike,
Mr. Dike's wife.
(11) This amount consists of 480,000 shares subject to stock options that are
currently exercisable or exercisable within 60 days. This amount does not
include 39,212 shares of common stock held by Mr. Greer's wife as separate
property, as to which Mr. Greer disclaims any beneficial interest.
(12) This amount includes 80,000 shares subject to stock options that are
currently exercisable or exercisable within 60 days. This amount does not
include 34,000 shares held in trust for the benefit of certain family
members of Mr. Higgins, as to which Mr. Higgins disclaims any beneficial
interest.
(13) This amount includes 280,000 shares subject to stock options that are
currently exercisable or exercisable within 60 days.

56
<PAGE>

UNDERWRITING

The underwriters named below, acting through their representatives,
BancBoston Robertson Stephens Inc., Salomon Smith Barney Inc. and U.S. Bancorp
Piper Jaffray Inc., have severally agreed with us, subject to the terms and
conditions set forth in the underwriting agreement, to purchase from us the
number of shares of common stock set forth opposite their names below. The
underwriters are committed to purchase and pay for all such shares if any are
purchased.

<TABLE>
<CAPTION>
Underwriter Number of Shares
----------- ----------------
<S> <C>
BancBoston Robertson Stephens Inc..........................
Salomon Smith Barney Inc...................................
U.S. Bancorp Piper Jaffray Inc.............................
---------
Total.................................................... 8,000,000
=========
</TABLE>

The representatives have advised us that the underwriters propose to offer
the shares of common stock to the public at the public offering price set forth
on the cover page of this prospectus and to certain securities dealers at such
price less a discount not in excess of $ per share. Those securities dealers
may resell any shares purchased from the underwriters to other brokers or
dealers at the public offering price less a discount not in excess of $ per
share. If all of the shares are not sold at the initial offering price, the
representatives may change the offering price and other selling terms. The
shares of common stock are offered by the underwriters as stated herein,
subject to receipt and acceptance by them and subject to their right to reject
any order in whole or in part.

The underwriters do not intend to confirm sales to any accounts over which
they exercise discretionary authority.

Option to Purchase Additional Shares. We have granted the underwriters an
option, exercisable during the 30-day period after the date of this prospectus,
to purchase up to 1,200,000 additional shares of common stock at the public
offering price less the underwriting discounts and commissions set forth on the
cover page of this prospectus. To the extent that the underwriters exercise
this option, each of the underwriters will have a firm commitment to purchase
approximately the same percentage of such additional shares that the number of
shares of common stock to be purchased by it shown in the above table
represents as a percentage of the shares offered in this prospectus. If
purchased, such additional shares will be sold by the underwriters on the same
terms as those in which the shares of common stock offered in this prospectus
are being sold. We will be obligated, pursuant to the option, to sell shares to
the extent the option is exercised. The underwriters may exercise the option
only to cover over-allotments made in connection with the sale of the shares of
common stock offered hereby. If such option is exercised in full, the total
public offering price, underwriting discounts and commissions and proceeds to
us will be $ , $ and $ , respectively.

The following table summarizes the compensation we will pay the
underwriters, assuming both no exercise and full exercise of the underwriters'
over-allotment option:
<TABLE>
<CAPTION>
Total
-------------------
Without With
Per Over- Over-
Share allotment allotment
----- --------- ---------
<S> <C> <C> <C>
Underwriting discounts and commissions payable by
us................................................
</TABLE>

We estimate expenses payable by us in connection with this offering, other
than the underwriting discounts and commissions referred to above, will be
approximately $ .

Indemnity. The underwriting agreement contains covenants of indemnity among
the underwriters and us against certain civil liabilities under the Securities
Act and liabilities arising from breaches of representations and warranties
contained in the underwriting agreement.

57
<PAGE>

Lock-up Agreements. Pursuant to the terms of lock-up agreements, each of
our executive officers and directors have agreed with the representatives of
the underwriters, for a period of 90 days after the date of this prospectus,
subject to certain exceptions, not to offer to sell, contract to sell, or
otherwise sell, dispose of, loan, pledge or grant any rights with respect to
any shares of common stock, or any options or warrants to purchase any shares
of common stock, or any securities convertible into or exchangeable for shares
of common stock owned as of the date of this prospectus or thereafter acquired
directly by such holders or with respect to which they have or hereafter
acquire the power of disposition, without the prior written consent of
BancBoston Robertson Stephens Inc. However, BancBoston Robertson Stephens Inc.
may, in its sole discretion and at any time without notice, release all or any
portion of the securities subject to the lock-up agreements. There are no
existing agreements between the representatives of the underwriters and any of
our shareholders providing consent to the sale of shares prior to the
expiration of the 90-day-lock-up period.

Future Sales. In addition, we have agreed that we will not, until 90 days
after the date of this prospectus, without the prior written consent of
BancBoston Robertson Stephens Inc., subject to certain exceptions, (1) consent
to the disposition of any shares held by shareholders subject to agreements not
to sell shares prior to the expiration of the 90-day period or (2) issue, sell,
contract to sell or otherwise dispose of any shares of common stock, any
options or warrants to purchase shares of common stock or any securities
convertible into, exercisable for or exchangeable for shares of common stock
other than our sale of shares in this offering, the issuance of shares of
common stock upon the exercise of outstanding options and warrants and the
granting of options to purchase shares under existing stock option and
incentive plans, provided that, with respect to executive officers, such
options do not vest prior to the expiration of the 90-day period.

Stabilization. The representatives of the underwriters have advised us
that, pursuant to Regulation M under the Securities Act, certain persons
participating in this offering may engage in transactions, including
stabilizing bids, syndicate covering transactions or the imposition of penalty
bids, that may have the effect of stabilizing or maintaining the market price
of the shares of common stock at a level above that which might otherwise
prevail in the open market. A "stabilizing bid" is a bid for or the purchase of
the shares of common stock on behalf of the underwriters for the purpose of
fixing or maintaining the price of the shares of common stock. A "syndicate
covering transaction" is the bid for or the purchase of the shares of common
stock on behalf of the underwriters to reduce a short position incurred by the
underwriters in connection with this offering. A "penalty bid" is an
arrangement permitting the representatives to reclaim the selling concession
otherwise accruing to an underwriter or syndicate member in connection with
this offering if the shares of common stock originally sold by such underwriter
or syndicate member is purchased by the representatives in a syndicate covering
transaction and has therefore not been effectively placed by such underwriter
or syndicate member. The representatives have advised us that such transactions
may be effected on the New York Stock Exchange or otherwise and, if commenced,
may be discontinued at any time.

LEGAL MATTERS

The legality of the common stock offered hereby will be passed upon for the
Company by Jenkens & Gilchrist, a Professional Corporation, Dallas, Texas.
Certain legal matters in connection with the common stock will be passed upon
for the underwriters by Sidley & Austin, New York, New York.

EXPERTS

The consolidated balance sheets as of June 30, 1997 and 1998 and the
consolidated statements of income, shareholders' equity, and cash flows for
each of the three years in the period ended June 30, 1998 included in this
Registration Statement have been included herein in reliance on the report of
PricewaterhouseCoopers LLP, independent accountants, given on the authority of
the firm as experts in accounting and auditing.

58
<PAGE>

WHERE YOU CAN FIND MORE INFORMATION

We file annual, quarterly and current reports, proxy statements and other
information with the Securities and Exchange Commission (the "Commission"). You
may read and copy any document we file at the Commission's public reference
rooms at 450 Fifth Street, N.W., Washington, D.C. 20549, 7 World Trade Center,
13th floor, New York, New York 10048, and Citicorp Center, 500 West Madison
Street, Suite 1400, Chicago, Illinois 60661-2511. Please call 1-800-SEC-0330
for further information on the public reference rooms. Our filings are also
available to the public from commercial document retrieval services and at the
web site maintained by the Commission at "http://www.sec.gov." In addition,
reports, proxy statements, and certain other information concerning AmeriCredit
Corp., can be inspected at the New York Stock Exchange, Inc., 20 Broad Street,
New York, New York 10005.

We have filed with the Commission a registration statement on Form S-3
under the Securities Act with respect to our offering of common stock. This
prospectus, which constitutes part of the registration statement, does not
contain all of the information in the registration statement on Form S-3. You
will find additional information about us and the common stock in the
registration statement on Form S-3. All statements made in this prospectus
concerning the provisions of legal documents are not necessarily complete and
you should read the documents which are filed as exhibits to the registration
statement or otherwise filed by us with the Commission.

WE HAVE NOT AUTHORIZED ANYONE TO GIVE YOU ANY INFORMATION OR TO MAKE ANY
REPRESENTATIONS ABOUT THE MATTERS WE DISCUSS IN THIS PROSPECTUS OTHER THAN
THOSE CONTAINED HEREIN OR IN THE DOCUMENTS WE INCORPORATE HEREIN BY REFERENCE.
IF YOU ARE GIVEN ANY INFORMATION OR REPRESENTATIONS ABOUT THESE MATTERS THAT IS
NOT DISCUSSED OR INCORPORATED IN THIS PROSPECTUS, YOU MUST NOT RELY ON THAT
INFORMATION. THIS PROSPECTUS IS NOT AN OFFER TO SELL OR A SOLICITATION OF AN
OFFER TO BUY SECURITIES ANYWHERE OR TO ANYONE WHERE OR TO WHOM WE ARE NOT
PERMITTED TO OFFER OR SELL SECURITIES UNDER APPLICABLE LAW. OUR AFFAIRS MAY
HAVE CHANGED SINCE THE DATE OF THIS PROSPECTUS. WE CANNOT ASSURE YOU THAT THE
INFORMATION IN THIS PROSPECTUS OR IN THE DOCUMENTS WE INCORPORATE HEREIN BY
REFERENCE IS CORRECT AFTER THIS DATE.

INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE

We "incorporate by reference" into this prospectus the information we file
with the Commission, which means that we can disclose important information to
you by referring you to those documents. The information incorporated by
reference is an important part of this prospectus and information that we file
subsequently with the Commission will automatically update and supersede this
prospectus. We have filed the following documents and incorporate them into and
as a part of this prospectus:

(1) our Annual Report on Form 10-K for the fiscal year ended June 30,
1998, as amended by Form 10K/A filed on February 16, 1999;

(2) our Quarterly Reports on Form 10-Q for the quarters ended September
30, 1998 (as amended by Form 10-Q/A filed on February 16, 1999),
December 31, 1998, and March 31, 1999;

(3) our Current Reports on Form 8-K dated January 13, 1999, April 12,
1999, and April 16, 1999; and

(4) the description of our capital stock contained in the registration
statement on our Form 8-A, dated September 5, 1997.

Each document that we file pursuant to Section 13(a), 13(c), 14 and 15(d)
of the Securities Exchange Act of 1934 after the date of this prospectus and
prior to the termination of this offer will be deemed to be incorporated by
reference in this prospectus and to be a part of this prospectus from the date
of filing of such

59
<PAGE>

document. Any statement contained in a document incorporated or deemed to be
incorporated by reference in this prospectus shall be deemed to be modified or
superseded for purposes of this prospectus to the extent that a statement
contained in this prospectus or in any other subsequently filed document which
also is or is deemed to be incorporated by reference herein modifies or
supersedes such statement. Any statement so modified or superseded shall not be
deemed, except as so modified or superseded, to constitute a part of this
prospectus.

You should not assume that the information in this prospectus is accurate
as of any date other than the date of this prospectus or the respective dates
of those documents we incorporate herein by reference, regardless of the time
of delivery of this prospectus. You should rely on the information incorporated
by reference or provided in this prospectus. We have not authorized anyone else
to provide you with different information.

We will provide without charge to each person to whom a copy of this
prospectus is delivered, on request, a copy of any or all of the foregoing
documents incorporated in this prospectus by reference, other than exhibits to
such documents (unless such exhibits are specifically incorporated by reference
in such documents). Written or telephone requests for such copies should be
directed to AmeriCredit Corp., 801 Cherry Street, Suite 3900, Fort Worth, Texas
76102, Attention: Daniel E. Berce, telephone: 817-302-7000.

60
<PAGE>

AMERICREDIT CORP.

INDEX TO CONSOLIDATED FINANCIAL STATEMENTS

<TABLE>
<CAPTION>
Page
----
<S> <C>
Report of Independent Accountants......................................... F-2

Consolidated Balance Sheets as of June 30, 1997 and 1998................ F-3

Consolidated Statements of Income for the years ended June 30, 1996,
1997 and 1998......................................................... F-4

Consolidated Statements of Shareholders' Equity for the years ended June
30, 1996, 1997 and 1998............................................... F-5

Consolidated Statements of Cash Flows for the years ended June 30, 1996,
1997 and 1998......................................................... F-6

Notes to Consolidated Financial Statements.............................. F-7

Consolidated Balance Sheets as of June 30, 1998 and March 31, 1999
(unaudited)............................................................. F-22

Consolidated Statements of Income and Comprehensive Income for the nine
months ended March 31, 1998 and 1999 (unaudited)........................ F-23

Consolidated Statements of Cash Flows for the nine months ended March 31,
1998 and 1999 (unaudited)............................................... F-24

Notes to Consolidated Financial Statements (unaudited).................... F-25

Consolidating Financial Information....................................... F-35

Report of Independent Accountants on Supplementary Information............ F-36

Consolidating Balance Sheets as of June 30, 1997 and 1998............... F-37

Consolidating Statements of Income for the years ended June 30, 1996,
1997 and 1998......................................................... F-39

Consolidating Statements of Cash Flows for the years ended June 30,
1996, 1997 and 1998................................................... F-42
</TABLE>

F-1
<PAGE>

REPORT OF INDEPENDENT ACCOUNTANTS

Board of Directors and Shareholders
AmeriCredit Corp.

We have audited the accompanying consolidated balance sheets of AmeriCredit
Corp. as of June 30, 1998 and 1997, and the related consolidated statements of
income, shareholders' equity, and cash flows for each of the three years in the
period ended June 30, 1998. These financial statements are the responsibility
of the Company's management. Our responsibility is to express an opinion on
these 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 financial statements referred to above present fairly,
in all material respects, the consolidated financial position of AmeriCredit
Corp. as of June 30, 1998 and 1997, and the consolidated results of its
operations and its cash flows for each of the three years in the period ended
June 30, 1998, in conformity with generally accepted accounting principles.

As discussed in Note 1 to the consolidated financial statements, in 1997,
AmeriCredit Corp. changed its method of accounting for transfers and servicing
of financial assets and extinguishment of liabilities.

As discussed in Note 2 to the consolidated financial statements,
AmeriCredit Corp. retroactively changed its method of measuring and accounting
for credit enhancement assets.

PricewaterhouseCoopers LLP

Fort Worth, Texas
August 4, 1998, except as to the
information presented in Note 14
for which the date is September 30,
1998 and except as to the
information presented in Note 2 for
which the date is January 14, 1999.

F-2
<PAGE>

AMERICREDIT CORP.

CONSOLIDATED BALANCE SHEETS
(dollars in thousands)

<TABLE>
<CAPTION>
June 30, June 30,
1997 1998
-------- --------
<S> <C> <C>
ASSETS
Cash and cash equivalents.................................. $ 6,027 $ 33,087
Receivables held for sale, net............................. 266,657 342,853
Interest-only receivables from Trusts...................... 53,465 131,694
Investments in Trust receivables........................... 50,788 98,857
Restricted cash............................................ 57,142 55,758
Property and equipment, net................................ 13,884 23,385
Other assets............................................... 27,530 28,037
-------- --------
Total assets............................................. $475,493 $713,671
======== ========
LIABILITIES AND SHAREHOLDERS' EQUITY
Liabilities:
Warehouse credit facilities.............................. $ 72,045 $165,608
Senior notes............................................. 125,000 175,000
Other notes payable...................................... 27,206 6,410
Accrued taxes and expenses............................... 34,858 47,132
Deferred income taxes.................................... 8,123 31,673
-------- --------
Total liabilities........................................ 267,232 425,823
-------- --------
Commitments and contingencies (Note 7)
Shareholders' equity:
Preferred stock, $.01 par value per share, 20,000,000
shares authorized; none issued.........................
Common stock, $.01 par value per share, 120,000,000
shares authorized; and 66,510,346 and 69,272,948 shares
issued................................................. 667 693
Additional paid-in capital............................... 203,531 230,269
Unrealized gain on credit enhancement assets, net of
income taxes........................................... 4,355 7,234
Retained earnings........................................ 23,469 72,770
-------- --------
232,022 310,966
Treasury stock, at cost (7,918,142 and 7,667,318
shares)................................................ (23,761) (23,118)
-------- --------
Total shareholders' equity............................... 208,261 287,848
-------- --------
Total liabilities and shareholders' equity............... $475,493 $713,671
======== ========
</TABLE>

The accompanying notes are an integral part of these consolidated financial
statements.

F-3
<PAGE>

AMERICREDIT CORP.

CONSOLIDATED STATEMENTS OF INCOME
(dollars in thousands, except per share data)

<TABLE>
<CAPTION>
Years Ended
--------------------------------
June 30, June 30, June 30,
1996 1997 1998
---------- ---------- ----------
<S> <C> <C> <C>
Revenue:
Finance charge income....................... $ 51,706 $ 44,910 $ 55,837
Gain on sale of receivables................. 21,405 52,323 103,194
Servicing fee income........................ 3,892 23,492 47,910
Other income................................ 2,632 2,631 2,395
---------- ---------- ----------
79,635 123,356 209,336
---------- ---------- ----------
Costs and expenses:
Operating expenses.......................... 25,681 51,915 94,484
Provision for losses........................ 7,912 6,595 7,555
Interest expense............................ 13,129 16,312 27,135
---------- ---------- ----------
46,722 74,822 129,174
---------- ---------- ----------
Income before income taxes.................... 32,913 48,534 80,162
Income tax provision.......................... 12,148 18,685 30,861
---------- ---------- ----------
Net income.................................... $ 20,765 $ 29,849 $ 49,301
========== ========== ==========
Earnings per share:
Basic....................................... $ 0.36 $ 0.52 $ 0.82
========== ========== ==========
Diluted..................................... $ 0.34 $ 0.48 $ 0.76
========== ========== ==========
Weighted average shares outstanding........... 57,049,142 57,774,724 60,188,788
========== ========== ==========
Weighted average shares and assumed
incremental shares.......................... 60,406,596 61,574,548 65,203,460
========== ========== ==========
</TABLE>

The accompanying notes are an integral part of these consolidated financial
statements.

F-4
<PAGE>

AMERICREDIT CORP.

CONSOLIDATED STATEMENTS OF SHAREHOLDERS' EQUITY
(dollars in thousands)

<TABLE>
<CAPTION>
Common Stock Retained Treasury Stock
----------------- Paid-in Unrealized Earnings -------------------
Amount Capital Gain (Deficit) Shares Amount
Shares ------ -------- ---------- --------- --------- --------
<S> <C> <C> <C> <C> <C> <C> <C>
Balance at July 1,
1995.................. 64,234,402 $643 $185,572 $ -- $(27,145) 6,800,078 $(11,844)
Common stock issued on
exercise of options... 1,047,524 10 3,040
Income tax benefit from
exercise of options... 1,387
Purchase of treasury
stock................. 1,658,000 (10,710)
Common stock issued for
employee benefit
plans................. (217,112) 681
Net income.............. 20,765
---------- ---- -------- ------ -------- --------- --------
Balance at June 30,
1996.................. 65,281,926 653 189,999 (6,380) 8,240,966 (21,873)
Common stock issued on
exercise of options... 1,228,420 14 5,639
Common stock issued for
acquisition........... 4,700 (800,000) 2,400
Income tax benefit from
exercise of options... 2,652
Unrealized gain on
credit enhancement
assets, net of income
taxes of $2,726....... 4,355
Purchase of treasury
stock................. 630,400 (4,387)
Common stock issued for
employee benefit
plans................. 541 (153,224) 99
Net income.............. 29,849
---------- ---- -------- ------ -------- --------- --------
Balance at June 30,
1997.................. 66,510,346 667 203,531 4,355 23,469 7,918,142 (23,761)
Common stock issued on
exercise of options... 2,762,602 26 15,994
Income tax benefit from
exercise of options... 9,575
Unrealized gain on
credit enhancement
assets, net of income
taxes of $1,845....... 2,879
Common stock issued for
employee benefit
plans................. 1,169 (250,824) 643
Net income.............. 49,301
---------- ---- -------- ------ -------- --------- --------
Balance at June 30,
1998.................. 69,272,948 $693 $230,269 $7,234 $ 72,770 7,667,318 $(23,118)
========== ==== ======== ====== ======== ========= ========
</TABLE>

The accompanying notes are an integral part of these consolidated financial
statements.

F-5
<PAGE>

AMERICREDIT CORP.

CONSOLIDATED STATEMENTS OF CASH FLOWS
(dollars in thousands)

<TABLE>
<CAPTION>
Years Ended
---------------------------------
June 30, June 30, June 30,
1996 1997 1998
--------- --------- -----------
<S> <C> <C> <C>
Cash flows from operating activities:
Net income................................. $ 20,765 $ 29,849 $ 49,301
Adjustments to reconcile net income to net
cash provided by operating activities:
Depreciation and amortization............. 1,528 2,203 4,498
Provision for losses...................... 7,912 6,595 7,555
Deferred income taxes..................... 11,164 18,886 30,974
Non-cash servicing fee income............. (1,079) (7,991) (10,867)
Non-cash gain on sale of auto
receivables............................. (15,417) (52,534) (96,405)
Distributions from Trusts................. 1,235 19,347 43,807
Changes in assets and liabilities:
Other assets............................. (984) (2,341) (3,324)
Accrued taxes and expenses............... 9,406 21,989 12,274
--------- --------- -----------
Net cash provided by operating
activities........................... 34,530 36,003 37,813
--------- --------- -----------
Cash flows from investing activities:
Purchases of auto receivables.............. (417,235) (896,711) (1,717,006)
Originations of mortgage receivables....... (53,770) (137,169)
Principal collections and recoveries on
receivables.............................. 94,948 64,389 18,384
Net proceeds from sale of auto
receivables.............................. 262,243 814,107 1,632,357
Net proceeds from sale of mortgage
receivables.............................. 52,489 119,683
Initial deposits to restricted cash........ (2,939) (71,400) (56,725)
Purchases of property and equipment........ (3,162) (4,511) (9,456)
Decrease in other assets................... 3,396 2,460 5,064
--------- --------- -----------
Net cash provided by investing
activities........................... (62,749) (92,947) (144,868)
--------- --------- -----------
Cash flows from financing activities:
Net change in warehouse credit facilities.. 86,000 (17,264) 93,563
Proceeds from issuance of senior notes..... 120,894 47,762
Payments on other notes payable............ (66,971) (44,710) (25,042)
Proceeds from issuance of common stock..... 3,731 6,293 17,832
Purchase of treasury stock................. (10,710) (4,387)
--------- --------- -----------
Net cash provided by financing
activities........................... 12,050 60,826 134,115
--------- --------- -----------
Net increase (decrease) in cash and cash
equivalents............................... (16,169) 3,882 27,060
Cash and cash equivalents at beginning of
year...................................... 18,314 2,145 6,027
--------- --------- -----------
Cash and cash equivalents at end of year.... $ 2,145 $ 6,027 $ 33,087
========= ========= ===========
</TABLE>

The accompanying notes are an integral part of these consolidated financial
statements.

F-6
<PAGE>

AMERICREDIT CORP.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

1. Summary of Significant Accounting Policies

History and Operations

AmeriCredit Corp. ("the Company") was formed on August 1, 1986 and, since
September 1992, has been in the business of purchasing, securitizing and
servicing automobile sales finance contracts. The Company operated 129 auto
lending branch offices in 36 states as of June 30, 1998. The Company also
acquired a subsidiary in November 1996 which originates and sells mortgage
loans.

Basis of Presentation

The consolidated financial statements include the accounts of the Company
and its wholly-owned subsidiaries. All significant intercompany transactions
and accounts have been eliminated in consolidation. Certain prior year amounts
have been reclassified to conform to the current year presentation.

The preparation of financial statements in conformity with generally
accepted accounting principles requires management to make estimates and
assumptions which affect the reported amounts of assets and liabilities and the
disclosures of contingent assets and liabilities as of the date of the
financial statements and the amount of revenue and costs and expenses during
the reporting periods. Actual results could differ from those estimates. These
estimates include, among other things, assumptions for cumulative credit
losses, timing of cash flows, discount rates and to a lesser extent,
anticipated prepayments on receivables sold in securitization transactions and
the determination of the allowance for losses on receivables held for sale.

Cash Equivalents

Investments in highly liquid securities with original maturities of 90 days
or less are included in cash and cash equivalents.

Receivables Held for Sale

Receivables held for sale are carried at the lower of cost or fair value.
Finance charge income related to receivables held for sale is recognized using
the interest method. Accrual of finance charge income is suspended on accounts
which are more than 60 days delinquent. Fees and commissions received and
direct costs of originating loans are deferred and amortized over the term of
the related receivables using the interest method.

Provisions for losses are charged to operations in amounts sufficient to
maintain the allowance for losses at a level considered adequate to cover
estimated losses in the receivables held for sale portfolio. Automobile sales
finance contracts are typically purchased by the Company for a non-refundable
acquisition fee on a non-recourse basis, and such acquisition fees are also
added to the allowance for losses. The Company reviews historical origination
and charge-off relationships, charge-off experience factors, collection data,
delinquency reports, estimates of the value of the underlying collateral,
economic conditions and trends and other information in order to make the
necessary judgments as to the appropriateness of the provision for losses and
the allowance for losses. Receivables are charged-off to the allowance for
losses when the Company repossesses and disposes of the collateral or the
account is otherwise deemed uncollectible.

Credit Enhancement Assets

The Company periodically sells auto receivables to certain special purpose
financing trusts (the "Trusts"), and the Trusts in turn issue asset-backed
securities to investors. The Company retains an interest in the

F-7
<PAGE>

AMERICREDIT CORP.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS--(Continued)

receivables sold in the form of a residual or interest-only strip and may also
retain other subordinated interests in the receivables sold to the Trusts. The
residual or interest-only strips represent the present value of future excess
cash flows resulting from the difference between the finance charge income
received from the obligors on the receivables and the interest paid to the
investors in the asset-backed securities, net of credit losses, servicing fees
and other expenses.

Upon the transfer of receivables to the Trusts, the Company removes the net
book value of the receivables sold from its consolidated balance sheets and
allocates such carrying value between the assets transferred and the interests
retained, based upon their relative fair values at the settlement date. The
difference between the sales proceeds, net of transaction costs, and the
allocated basis of the assets transferred is recognized as a gain on sale of
receivables.

The allocated basis of the interests retained is classified as either
interest-only receivables from Trusts, investments in Trust receivables or
restricted cash in the Company's consolidated balance sheets depending upon the
form of interest retained by the Company. These interests are collectively
referred to as credit enhancement assets.

Since the interests retained by the Company can be contractually prepaid or
otherwise settled in such a way that the holder would not recover all of its
recorded investment, these assets are classified as available for sale and are
measured at fair value. Unrealized holding gains or temporary holding losses
are reported net of income tax effects as a separate component of shareholders'
equity until realized. If a decline in fair value is deemed other than
temporary, the assets are written down through a charge to operations.

The fair value of credit enhancement assets is estimated by calculating the
present value of the excess cash flows from the Trusts using discount rates
commensurate with the risks involved. Such calculations include estimates of
cumulative credit losses and prepayment rates for the remaining term of the
receivables transferred to the Trusts since these factors impact the amount and
timing of future excess cash flows. If cumulative credit losses and prepayment
rates exceed the Company's original estimates, the assets are written down
through a charge to operations. Favorable credit loss and prepayment experience
compared to the Company's original estimates would result in additional
earnings when realized.

A financial guaranty insurance company (the "Insurer") has provided a
financial guaranty insurance policy for the benefit of the investors in each
series of asset-backed securities issued by the Trusts. In connection with the
issuance of the policies, the Company is required to establish a separate cash
account with a trustee for the benefit of the Insurer for each series of
securities and related receivables pools. Monthly cash collections from the
pools of receivables in excess of required principal and interest payments on
the asset-backed securities and servicing fees and other expenses are either
added to the restricted cash accounts or used to repay the outstanding asset-
backed securities on an accelerated basis, thus creating additional credit
enhancement through over-collateralization in the Trusts. This over
collateralization is recognized as investments in Trust receivables in the
Company's consolidated balance sheets. When the credit enhancement levels reach
specified percentages of the pools of receivables, excess cash flows are
distributed to the Company. In the event that monthly cash collections from any
pool of receivables are insufficient to make required principal and interest
payments to the investors and pay servicing fees and other expenses, any
shortfall would be drawn from the restricted cash accounts.

Certain agreements with the Insurer provide that if delinquency, default
and net loss ratios in the pools of receivables supporting the asset-backed
securities exceed certain targets, the specified levels of credit enhancement
would be increased and, in certain cases, the Company would be removed as
servicer of the receivables.

F-8
<PAGE>

AMERICREDIT CORP.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS--(Continued)

Property and Equipment

Property and equipment are carried at cost. Depreciation is generally
provided on a straight-line basis over the estimated useful lives of the
assets. The cost of assets sold or retired and the related accumulated
depreciation are removed from the accounts at the time of disposition and any
resulting gain or loss is included in operations. Maintenance, repairs and
minor replacements are charged to operations as incurred; major replacements
and betterments are capitalized.

Off Balance Sheet Financial Instruments

The Company periodically enters into arrangements to manage the gross
interest rate spread on its securitization transactions. These arrangements
include the use of Forward U.S. Treasury rate lock and interest rate swap
agreements. The face amount and terms of the Forward U.S. Treasury rate lock
agreements generally correspond to the principal amount and average maturities
of receivables expected to be sold to the Trusts and the related asset-backed
securities to be issued by the Trusts. Gains or losses on these agreements are
deferred and recognized as a component of the gain on sale of receivables at
the time that receivables are transferred to the Trusts. The interest rate swap
agreements are used to convert the interest rates on floating rate securities
issued by the Trusts to a fixed rate. The notional amounts of these agreements
approximate the outstanding balance of certain floating rate securities. The
estimated differential payments required under these agreements are recognized
as a component of the gain on sale of receivables at the time that receivables
are transferred to the Trusts.

Income Taxes

Deferred income taxes are provided in accordance with the asset and
liability method of accounting for income taxes to recognize the tax effects of
temporary differences between financial statement and income tax accounting.

Earnings Per Share

The Company adopted the requirements of Statement of Financial Accounting
Standards No. 128, "Earnings per Share" ("SFAS 128") effective for periods
ended December 31, 1997 and thereafter. SFAS 128 establishes new standards for
computing and presenting earnings per share, replacing existing accounting
standards. The new standard requires dual presentation of basic and diluted
earnings per share and a reconciliation between the two amounts. Basic earnings
per share excludes dilution and diluted earnings per share reflects the
potential dilution that could occur if securities or other contracts to issue
common stock were exercised and converted into common stock. All prior period
earnings per share and related weighted average share amounts have been
restated to conform to the requirements of SFAS 128.

Recent Accounting Developments

Effective January 1, 1997, the Company adopted Statement of Financial
Accounting Standards No. 125, "Accounting for Transfers and Servicing of
Financial Assets and Extinguishment of Liabilities" ("SFAS 125"). SFAS 125
established accounting and reporting standards for transfers of financial
assets and applies to the Company's sales of auto receivables to the Trusts.
Adoption of SFAS 125, which was applied prospectively to transactions occurring
subsequent to December 1996, resulted in increases of $2,577,000 in credit
enhancement assets, $992,000 in deferred income taxes and $1,585,000 in
shareholders' equity as of June 30, 1997.

In June 1997, the Financial Accounting Standards Board ("FASB") issued
Statement of Financial Accounting Standards No. 130, "Reporting Comprehensive
Income" ("SFAS 130"). SFAS 130 establishes

F-9
<PAGE>

AMERICREDIT CORP.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS--(Continued)

standards for reporting comprehensive income and its components in a full set
of financial statements. The new standard requires that all items that are
required to be recognized under accounting standards as components of
comprehensive income, including an amount representing total comprehensive
income, be reported in a financial statement that is displayed with the same
prominence as other financial statements. Pursuant to SFAS 130, the Company
will be required to display total comprehensive income, including net income
and changes in the unrealized gain on interest-only receivables, in its
consolidated financial statements for the year ending June 30, 1999 and
thereafter.

In June 1997, the FASB issued Statement of Financial Accounting Standards
No. 131, "Disclosures about Segments of an Enterprise and Related Information"
("SFAS 131"). SFAS 131 establishes standards for the way companies report
information about operating segments in annual financial statements and
requires that enterprises report selected information about operating segments
in interim financial reports. The new pronouncement also establishes standards
for related disclosures about products and services, geographic areas and major
customers. The statement is effective for financial statements for periods
beginning after December 15, 1997. The Company's auto finance business is
currently the only segment reportable under SFAS 131.

In June 1998, the FASB issued Statement of Financial Accounting Standards
No. 133, "Accounting for Derivative Instruments and Hedging Activities" ("SFAS
133"). SFAS 133 establishes accounting and reporting standards for derivative
instruments, including certain derivative instruments embedded in other
contracts, and for hedging activities. The new standard requires that all
derivatives be recognized as either assets or liabilities in the consolidated
balance sheets and that those instruments be measured at fair value. If certain
conditions are met, a derivative may be specifically designated as a hedging
instrument. The accounting for changes in the fair value of a derivative (that
is, gains and losses) depends on the intended use of the derivative and the
resulting designation. The statement is effective for all fiscal quarters of
fiscal years beginning after June 15, 1999. While the new standard will apply
to the Company's derivative financial instruments, the Company does not believe
that adoption of SFAS 133 will have a material effect on the Company's
consolidated financial position or results of operations.

2. Restatement

On January 14, 1999, the Company issued a press release reporting a
restatement of its financial statements for the fiscal years ended June 30,
1996, 1997 and 1998. As required by the FASB Special Report, "A Guide to
Implementation of Statement 125 on Accounting for Transfers and Servicing of
Financial Assets and Extinguishment of Liabilities, Second Edition," dated
December 1998, and related guidance set forth in statements made by the staff
of the Securities and Exchange Commission ("SEC") on December 8, 1998, the
Company retroactively changed its method of measuring and accounting for credit
enhancement assets to the cash-out method from the cash-in method.

Initial deposits to restricted cash accounts and subsequent cash flows
received by securitization trusts sponsored by the Company accumulate as credit
enhancement assets until certain targeted levels are achieved, after which cash
is distributed to the Company on an unrestricted basis. Under the cash-in
method previously used by the Company, (i) the assumed discount period for
measuring the present value of credit enhancement assets ended when cash flows
were received by the securitization trusts and (ii) initial deposits to
restricted cash accounts were recorded at face value. Under the cash-out method
required by the FASB and SEC, the assumed discount period for measuring the
present value of credit enhancement assets ends when cash, including return of
the initial deposits, is distributed to the Company on an unrestricted basis.

F-10
<PAGE>

AMERICREDIT CORP.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS--(Continued)

recognized over the term of a securitization transaction is the same under
either method, the cash-out method results in (i) lower initial gains on the
sale of receivables due to the longer discount period and (ii) higher
subsequent servicing fee income from accretion of the additional cash-out
discount.

The restatement resulted in the following changes to prior period financial
statements:

<TABLE>
<CAPTION>
Years Ended
--------------------------
June 30, June 30, June 30,
1996 1997 1998
-------- -------- --------
<S> <C> <C> <C>
Revenue
Previous.......................................... $ 80,978 $137,747 $227,940
As restated....................................... 79,635 123,356 209,336
Net Income
Previous.......................................... $ 21,591 $ 38,699 $ 60,741
As restated....................................... 20,765 29,849 49,301
Earnings per share
Previous.......................................... $ 0.36 $ 0.63 $ 0.93
As restated....................................... 0.34 0.48 0.76
Credit enhancement assets (end of period)
Previous.......................................... $ 43,079 $179,355 $321,199
As restated....................................... 41,736 161,395 286,309
Shareholders' equity (end of period)
Previous.......................................... $163,225 $216,536 $306,161
As restated....................................... 162,399 208,261 287,848
</TABLE>

3. Receivables Held for Sale

Receivables held for sale consist of the following (in thousands):

<TABLE>
<CAPTION>
June 30, June 30,
1997 1998
-------- --------
<S> <C> <C>
Auto receivables......................................... $275,249 $334,110
Less allowance for losses................................ (12,946) (12,756)
-------- --------
Auto receivables, net.................................... 262,303 321,354
Mortgage receivables..................................... 4,354 21,499
-------- --------
$266,657 $342,853
======== ========
</TABLE>

Auto receivables are collateralized by vehicle titles and the Company has
the right to repossess the vehicle in the event that the consumer defaults on
the payment terms of the contract. Mortgage receivables are collateralized by
liens on real property and the Company has the right to foreclose in the event
that the consumer defaults on the payment terms of the contract.

The accrual of finance charge income has been suspended on $12,704,000 and
$8,729,000 of delinquent auto receivables as of June 30, 1997 and 1998,
respectively.

F-11
<PAGE>

AMERICREDIT CORP.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS--(Continued)

A summary of the allowance for losses is as follows (in thousands):

<TABLE>
<CAPTION>
Years Ended
----------------------------
June 30, June 30, June 30,
1996 1997 1998
-------- -------- --------
<S> <C> <C> <C>
Balance at beginning of year.................. $ 19,951 $ 13,602 $ 12,946
Provision for losses.......................... 7,912 6,595 7,555
Acquisition fees.............................. 18,097 30,688 49,859
Allowance related to receivables sold to
Trusts...................................... (13,461) (20,974) (48,464)
Net charge-offs-auto receivables.............. (18,322) (16,965) (9,140)
Net charge-offs-other......................... (575)
-------- -------- --------
Balance at end of year...................... $ 13,602 $ 12,946 $ 12,756
======== ======== ========
</TABLE>

4. Credit Enhancement Assets

As of June 30, 1997 and 1998, the Company was servicing $863.0 million and
$1,968.4 million, respectively, of auto receivables which have been sold to the
Trusts. The Company has retained an interest in these receivables in the form
of credit enhancement assets.

Credit enhancement assets consist of the following (in thousands):

<TABLE>
<CAPTION>
June 30, June 30,
1997 1998
-------- --------
<S> <C> <C>
Interest-only receivables from Trusts..................... $ 53,465 $131,694
Investments in trust receivables.......................... 50,788 98,857
Restricted cash........................................... 57,142 55,758
-------- --------
$161,395 $286,309
======== ========
</TABLE>

A summary of credit enhancement assets is as follows (in thousands):

<TABLE>
<CAPTION>
Years Ended
----------------------------
June 30, June 30, June 30,
1996 1997 1998
-------- -------- --------
<S> <C> <C> <C>
Balance at beginning of year.................. $ $ 41,736 $161,395
Non-cash gain on sale of auto receivables..... 15,417 52,534 96,405
Accretion of present value discount........... 1,079 7,991 19,717
Initial deposits to restricted cash........... 2,939 71,400 56,725
Change in unrealized gain..................... 7,081 4,724
Distributions from Trusts..................... (1,235) (19,347) (43,807)
Retained certificates......................... 23,536
Permanent impairment write-down............... (8,850)
------- -------- --------
Balance at end of year...................... $41,736 $161,395 $286,309
======= ======== ========
</TABLE>

F-12
<PAGE>

AMERICREDIT CORP.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS--(Continued)

A summary of the allowance for losses included as a component of the
interest-only receivables is as follows (in thousands):

<TABLE>
<CAPTION>
Years Ended
----------------------------
June 30, June 30, June 30,
1996 1997 1998
-------- -------- --------
<S> <C> <C> <C>
Balance at beginning of year................... $ $ 25,616 $ 74,925
Assumptions for cumulative credit losses....... 27,268 75,575 174,446
Permanent impairment write-down................ 8,850
Net charge-offs................................ (1,652) (26,266) (78,862)
------- -------- --------
Balance at end of year......................... $25,616 $ 74,925 $179,359
======= ======== ========
</TABLE>

5. Warehouse Credit Facilities

Warehouse credit facilities consist of the following (in thousands):

<TABLE>
<CAPTION>
June 30, June 30,
1997 1998
-------- --------
<S> <C> <C>
Commercial paper facility................................. $140,708
Bank credit agreement..................................... $71,700
Mortgage facility......................................... 345 24,900
------- --------
$72,045 $165,608
======= ========
</TABLE>

The Company has a funding agreement with an administrative agent on behalf
of an institutionally managed commercial paper conduit and a group of banks
under which up to $245 million of structured warehouse financing is available.
Under the funding agreement, the Company transfers auto receivables to CP
Funding Corp. ("CPFC"), a special purpose finance subsidiary of the Company,
and CPFC in turn issues a note, collateralized by such auto receivables, to the
agent. The agent provides funding under the note to CPFC pursuant to an advance
formula and CPFC forwards the funds to the Company in consideration for the
transfer of auto receivables. While CPFC is a consolidated subsidiary of the
Company, CPFC is a separate legal entity and the auto receivables transferred
to CPFC and the other assets of CPFC are legally owned by CPFC and not
available to creditors of AmeriCredit Corp. or its other subsidiaries. Advances
under the note bear interest at commercial paper, London Interbank Offered
Rates ("LIBOR") or prime rates plus specified fees depending upon the source of
funds provided by the agent to CPFC. The funding agreement, which expires in
October 1998, contains various covenants requiring certain minimum financial
ratios and results.

The Company has a revolving credit agreement with a group of banks under
which the Company may borrow up to $265 million, subject to a defined borrowing
base. Borrowings under the credit agreement are collateralized by certain auto
receivables and bear interest, based upon the Company's option, at either the
prime rate (8.5% as of June 30, 1998) or LIBOR plus 1.25%. The Company is also
required to pay an annual commitment fee equal to 1/4% of the unused portion of
the credit agreement. The credit agreement, which expires in April 1999,
contains various restrictive covenants requiring certain minimum financial
ratios and results and placing certain limitations on the incurrence of
additional debt, capital expenditures, cash dividends and repurchase of common
stock.

The Company also has a mortgage warehouse facility with a bank under which
the Company may borrow up to $75 million, subject to a defined borrowing base.
Borrowings under the facility are collateralized by certain mortgage
receivables and bear interest, based upon the Company's option, at either the
prime rate or

F-13
<PAGE>

AMERICREDIT CORP.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS--(Continued)

LIBOR plus 1%. The Company is also required to pay an annual commitment fee
equal to 1/8 of the unused portion of the facility. The facility expires in
February 1999.

6. Senior Notes

The Company has outstanding $175 million of senior notes which are due in
February 2004. Interest on the notes is payable semi-annually at a rate of 9
1/4% per annum. The notes, which are uncollateralized, may be redeemed at the
option of the Company after February 2001 at a premium declining to par in
February 2003. The Indenture pursuant to which the notes were issued contains
restrictions including limitations on the Company's ability to incur additional
indebtedness other than certain collateralized indebtedness, pay cash dividends
and repurchase common stock. Debt issuance costs are being amortized over the
term of the notes, and unamortized costs of $3,983,000 and $5,478,000 as of
June 30, 1997 and 1998, respectively, are included in other assets in the
consolidated balance sheets.

7. Commitments and Contingencies

Leases

Branch lending offices are generally leased for terms of up to five years
with certain rights to extend for additional periods. The Company also leases
office space for its loan servicing facilities and other operations under
leases with terms up to ten years with renewal options. Lease expense was
$875,000, $2,132,000 and $4,206,000 for the years ended June 30, 1996, 1997 and
1998, respectively. Lease commitments for years ending June 30 are as follows
(in thousands):

<TABLE>
<S> <C>
1999.............................................................. $ 5,608
2000.............................................................. 5,218
2001.............................................................. 4,557
2002.............................................................. 3,638
2003.............................................................. 2,461
Thereafter........................................................ 5,744
-------
$27,226
=======
</TABLE>

Derivative Financial Instruments

As of June 30, 1998, the Company had Forward U.S. Treasury rate lock
agreements to sell $150 million of U.S. Treasury Notes due August 2001 and $150
million of U.S. Treasury Notes due November 2001. The agreements expire August
20, 1998 and November 20, 1998, respectively. Any gain or loss on these
agreements will be recognized as a component of the gain on sale of receivables
upon transfers of receivables to the Trusts subsequent to June 30, 1998.

Concentrations of Credit Risk

Financial instruments which potentially subject the Company to
concentrations of credit risk are primarily cash equivalents, restricted cash,
derivative financial instruments and managed auto receivables, which include
auto receivables held for sale and auto receivables serviced by the Company on
behalf of the Trusts. The Company's cash equivalents and restricted cash
represent investments in highly rated securities placed through various major
financial institutions. The counterparties to the Company's derivative
financial instruments are various major financial institutions. Managed auto
receivables represent contracts with consumers residing throughout the United
States, with borrowers located in California and Texas accounting for 14% and
11%,

F-14
<PAGE>

AMERICREDIT CORP.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS--(Continued)

respectively, of the managed auto receivables portfolio as of June 30, 1998. No
other state accounted for more than 10% of managed auto receivables.

Legal Proceedings

In the normal course of its business, the Company is named as a defendant
in legal proceedings. These cases include claims for alleged truth-in-lending
violations, nondisclosures, misrepresentations and deceptive trade practices,
among other things. The relief requested by the plaintiffs varies but includes
requests for compensatory, statutory and punitive damages. In the opinion of
management, the resolution of these proceedings will not have a material
adverse effect on the consolidated financial position, results of operations or
liquidity of the Company.

8. Stock Options

General

The Company has certain stock-based compensation plans for employees, non-
employee directors and key executive officers.

A total of 18,000,000 shares have been authorized for grants of options
under the employee plans, of which 3,617,144 shares remain available for future
grants as of June 30, 1998. The exercise price of each option must equal the
market price of the Company's stock on the date of grant and the maximum term
of each option is ten years. The vesting period is typically four years. Option
grants, vesting periods and the term of each option are determined by a
committee of the Company's Board of Directors.

A total of 2,605,000 shares have been authorized for grants of options
under the non-employee director plans, of which 960,000 shares remain available
for future grants as of June 30, 1998. The exercise price of each option must
equal the market price of the Company's stock on the date of grant and the
maximum term of each option is ten years. Option grants, vesting periods and
the term of each option are established by the terms of the plans.

A total of 1,700,000 shares have been authorized for grants of options
under the key executive officer plan, none of which remain available for future
grants as of June 30, 1998. The exercise price of each option under this plan
is $8 per share and the term of each option is seven years. These options
became fully vested when the Company's common stock traded above certain
targeted price levels for a specified time period.

The Company has elected not to adopt the fair value-based method of
accounting for stock based awards and, accordingly, no compensation expense has
been recognized for options granted under the plans described above. Had
compensation expense for the Company's plans been determined using the fair
value-based method, pro forma net income would have been $14,398,000,
$24,367,000 and $45,598,000 and pro forma diluted earnings per share would have
been $0.24, $0.40 and $0.70 for the years ended June 30, 1996, 1997 and 1998,
respectively.

The following tables present information related to the Company's stock-
based compensation plans. The fair value of each option grant was estimated
using the Black-Scholes option-pricing model with the following weighted-
average assumptions:

<TABLE>
<CAPTION>
Years Ended
-------------------------
June June June
30, 30, 30,
1996 1997 1998
------- ------- -------
<S> <C> <C> <C>
Expected dividends................................ 0 0 0
Expected volatility............................... 20% 20% 32%
Risk-free interest rate........................... 5.87% 5.87% 5.68%
Expected life..................................... 5 Years 5 Years 5 Years
</TABLE>

F-15
<PAGE>

AMERICREDIT CORP.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS--(Continued)

Employee Plans

A summary of stock option activity under the Company's employee plans is as
follows (shares in thousands):
<TABLE>
<CAPTION>
Years Ended
--------------------------------------------------
June 30, June 30, June 30,
1996 1997 1998
---------------- ---------------- ----------------
Weighted Weighted Weighted
Average Average Average
Exercise Exercise Exercise
Shares Price Shares Price Shares Price
------ -------- ------ -------- ------ --------
<S> <C> <C> <C> <C> <C> <C>
Outstanding at beginning of
year..................... 6,820 $2.50 7,328 $3.61 8,752 $ 4.68
Granted.................... 1,344 6.80 2,502 7.74 3,640 13.14
Exercised.................. (746) 2.61 (846) 3.96 (2,034) 5.29
Forfeited.................. (90) 3.48 (232) 5.84 (288) 8.31
----- ----- ----- ----- ------ ------
Outstanding at end of
year..................... 7,328 $3.61 8,752 $4.68 10,070 $ 7.51
===== ===== ===== ===== ====== ======
Options exercisable at end
of year.................. 5,622 $2.26 6,322 $3.89 6,030 $ 5.11
===== ===== ===== ===== ====== ======
Weighted average fair value
of options granted during
year..................... $1.86 $2.11 $ 5.06
===== ===== ======
</TABLE>

A summary of options outstanding under employee plans as of June 30, 1998
is as follows (shares in thousands):
<TABLE>
<CAPTION>
Options Outstanding Options Exercisable
------------------------- -----------------------------
Weighted
Average Years Weighted Weighted
of Remaining Average Average
Number Contractual Exercise Number Exercise
Range of Exercise Prices Outstanding Life Price Outstanding Price
- ------------------------ ----------- ------------- -------- ----------- --------
<S> <C> <C> <C> <C> <C>
$1.25 to 2.32........... 1,754 3.14 $ 1.68 1,754 $ 1.68
$2.75 to 4.57........... 2,280 6.34 3.68 2,198 3.67
$5.50 to 7.88........... 1,988 7.32 6.98 1,146 6.88
$8.19 to 9.19........... 582 8.53 8.39 216 8.34
$10.13 to 13.07......... 2,114 9.46 11.63 244 11.20
$13.38 to 16.38......... 1,352 9.71 15.69 472 15.64
------ -----
10,070 6,030
====== =====
</TABLE>

Non-employee Director Plans

A summary of stock option activity under the Company's non-employee
director plans is as follows (shares in thousands):
<TABLE>
<CAPTION>
Years Ended
--------------------------------------------------
June 30, 1996 June 30, 1997 June 30, 1998
---------------- ---------------- ----------------
Weighted Weighted Weighted
Average Average Average
Exercise Exercise Exercise
Shares Price Shares Price Shares Price
------ -------- ------ -------- ------ --------
<S> <C> <C> <C> <C> <C> <C>
Outstanding at beginning of
year..................... 1,892 $1.40 1,826 $1.80 1,708 $ 2.21
Granted.................... 80 6.44 80 9.38 80 14.63
Exercised.................. (146) 1.40 (198) 1.40 (262) 2.17
----- ----- ----- ----- ----- ------
Outstanding at end of
year..................... 1,826 $1.80 1,708 $ .21 1,526 $ 2.87
===== ===== ===== ===== ===== ======
Options exercisable at end
of year.................. 1,746 $1.77 1,708 $2.21 1,526 $ 2.87
===== ===== ===== ===== ===== ======
Weighted average fair value
of options granted during
year..................... $1.77 $2.57 $ 5.66
===== ===== ======
</TABLE>

F-16
<PAGE>

AMERICREDIT CORP.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS--(Continued)

A summary of options outstanding under non-employee director plans as of
June 30, 1998 is as follows (shares in thousands):

<TABLE>
<CAPTION>
Options Outstanding
-----------------------------------------
Weighted
Average
Years of Weighted Weighted
Remaining Average Average
Number Contractual Exercise Number Exercise
Range of Exercise Prices Outstanding Life Price Outstanding Price
- ------------------------ ----------- ----------- -------- ----------- --------
<S> <C> <C> <C> <C> <C>
$1.40 to 3.25............ 1,306 3.05 $ 1.58 1,306 $ 1.58
$6.44 to 9.38............ 140 7.97 8.14 140 8.14
$14.63................... 80 9.35 14.63 80 14.63
----- -----
1,526 1,526
===== =====
</TABLE>

Key Executive Officer Plan

A summary of stock option activity under the Company's key executive
officer plan is as follows (shares in thousands):

<TABLE>
<CAPTION>
Years Ended
-----------------------------------------------
June 30, 1996 June 30, 1997 June 30, 1998
--------------- --------------- ---------------
Weighted Weighted Weighted
Average Average Average
Exercise Exercise Exercise
Shares Price Shares Price Shares Price
------ -------- ------ -------- ------ --------
<S> <C> <C> <C> <C> <C> <C>
Outstanding at beginning of
year........................ 1,700 $8.00 1,700 $8.00
Granted....................... 1,700 $8.00
----- ----- ----- ----- ----- -----
Outstanding at end of year.... 1,700 $8.00 1,700 $8.00 1,700 $8.00
===== ===== ===== ===== ===== =====
Options exercisable at end of
year........................ 1,700 $8.00
===== =====
Weighted average fair value of
options granted during
year........................ $2.19
=====
</TABLE>

A summary of options outstanding under the key executive officer plan as of
June 30, 1998 is as follows (shares in thousands):

<TABLE>
<CAPTION>
Options Outstanding
----------------------------------
Weighted
Average Years Weighted
of Remaining Average
Number Contractual Exercise
Range of Exercise Prices Outstanding Life Price
------------------------ ----------- ------------- --------
<S> <C> <C> <C>
$8.00................................... 1,700 4.81 $8.00
</TABLE>

9. Employee Benefit Plans

The Company has a defined contribution retirement plan covering
substantially all employees. The Company's contributions to the plan were
$133,000, $201,000 and $358,000 for the years ended June 30, 1996, 1997 and
1998, respectively.

F-17
<PAGE>

AMERICREDIT CORP.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS--(Continued)

The Company also has an employee stock purchase plan that allows
participating employees to purchase, through payroll deductions, shares of the
Company's common stock at 85% of the market value at specified dates. A total
of 1,000,000 shares have been reserved for issuance under the plan. Shares
purchased under the plan were 194,286, 208,430 and 260,892 for the years ended
June 30, 1996, 1997 and 1998, respectively.

10. Income Taxes

The income tax provision consists of the following (in thousands):

<TABLE>
<CAPTION>
Years Ended
------------------------
June June June
30, 30, 30,
1996 1997 1998
------- ------- -------
<S> <C> <C> <C>
Current............................................ $ 984 $ (201) $ (113)
Deferred........................................... 11,164 18,886 30,974
------- ------- -------
$12,148 $18,685 $30,861
======= ======= =======
</TABLE>

The Company's effective income tax rate on income before income taxes
differs from the U.S. statutory tax rate as follows:

<TABLE>
<CAPTION>
Years Ended
--------------------------
June 30, June 30, June 30,
1996 1997 1998
-------- -------- --------
<S> <C> <C> <C>
U.S. statutory tax rate........................... 35.0% 35.0% 35.0%
Other............................................. 2.0 3.5 3.5
---- ---- ----
37.0% 38.5% 38.5%
==== ==== ====
</TABLE>

The deferred income tax provision consists of the following (in thousands):

<TABLE>
<CAPTION>
Years Ended
-------------------------
June June June
30, 30, 30,
1996 1997 1998
------- ------- -------
<S> <C> <C> <C>
Net operating loss carry forward................. $ 8,387 $ 5,501 $(9,051)
Allowance for losses............................. 1,556 (1,046) 993
Gain on sale of receivables...................... (517) 9,282 32,606
Change in valuation allowance.................... (320)
Other............................................ 2,058 5,149 6,426
------- ------- -------
$11,164 $18,886 $30,974
======= ======= =======
</TABLE>

F-18
<PAGE>

AMERICREDIT CORP.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS--(Continued)

The tax effects of temporary differences that give rise to deferred tax
liabilities and assets are as follows (in thousands):

<TABLE>
<CAPTION>
Years Ended
------------------
June 30, June 30,
1997 1998
-------- --------
<S> <C> <C>
Deferred tax liabilities:
Gain on sale of receivables.............................. $ (8,766) $(41,372)
Unrealized gain on credit enhancement assets............. (2,726) (4,571)
Other.................................................... (2,613) (2,340)
-------- --------
(14,105) (48,283)
-------- --------
Deferred tax assets:
Net operating loss carry forward......................... 3,468 12,519
Alternative minimum tax credits.......................... 1,873 1,567
Other.................................................... 641 2,524
-------- --------
5,982 16,610
-------- --------
Net deferred tax liability................................. $ (8,123) $(31,673)
======== ========
</TABLE>

As of June 30, 1998, the Company has a net operating loss carry forward of
approximately $28,700,000 for federal income tax reporting purposes which
expires between June 30, 2008 and 2013 and an alternative minimum tax credit
carry forward of approximately $1,600,000 with no expiration date.

11. Earnings Per Share

A reconciliation of weighted average shares used to compute basic and
diluted earnings per share is as follows:

<TABLE>
<CAPTION>
Years Ended
--------------------------------
June 30, June 30, June 30,
1996 1997 1998
---------- ---------- ----------
<S> <C> <C> <C>
Weighted average shares outstanding....... 57,049,142 57,774,724 60,188,788
Incremental shares resulting from assumed
exercise of stock options............... 3,357,454 3,799,824 5,014,672
---------- ---------- ----------
Weighted average shares and assumed
incremental shares...................... 60,406,596 61,574,548 65,203,460
========== ========== ==========
</TABLE>

Basic earnings per share have been computed by dividing net income by the
weighted average shares outstanding. Diluted earnings per share have been
computed by dividing net income by the weighted average shares and assumed
incremental shares.

12. Supplemental Information

Cash payments for interest costs and income taxes consist of the following
(in thousands):

<TABLE>
<CAPTION>
Years Ended
-----------------------
June June June
30, 30, 30,
1996 1997 1998
------- ------- -------
<S> <C> <C> <C>
Interest costs (none capitalized)................... $12,179 $15,196 $26,369
Income taxes........................................ 1,447 599 14,804
</TABLE>

F-19
<PAGE>

AMERICREDIT CORP.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS--(Continued)

During the years ended June 30, 1997 and 1998, the Company entered into
lease agreements for property and equipment of $3,651,000 and $4,246,000,
respectively.

13. Fair Value of Financial Instruments

Statement of Financial Accounting Standards No. 107, "Disclosures about
Fair Value of Financial Instruments" ("SFAS 107"), requires disclosure of fair
value information about financial instruments, whether or not recognized in the
Company's consolidated balance sheets. Fair values are based on estimates using
present value or other valuation techniques in cases where quoted market prices
are not available. Those techniques are significantly affected by the
assumptions used, including the discount rate and the estimated timing and
amount of future cash flows. Therefore, the estimates of fair value may differ
substantially from amounts which ultimately may be realized or paid at
settlement or maturity of the financial instruments. SFAS 107 excludes certain
financial instruments and all non-financial instruments from its disclosure
requirements. Accordingly, the aggregate fair value amounts presented do not
represent the underlying value of the Company.

Estimated fair values, carrying values and various methods and assumptions
used in valuing the Company's financial instruments are set forth below (in
thousands):

<TABLE>
<CAPTION>
June 30, 1997 June 30, 1998
------------------ -------------------
Estimated Estimated
Carrying Fair Carrying Fair
Value Value Value Value
-------- --------- -------- ---------
<S> <C> <C> <C> <C> <C>
Financial assets
Cash and cash equivalents........ (a) $ 6,027 $ 6,027 $ 33,087 $ 33,087
Receivables held for sale, net... (b) 266,657 283,386 342,853 367,613
Interest-only receivables from
Trusts......................... (c) 53,465 53,465 131,694 131,694
Investments in Trust
receivables.................... (c) 50,788 50,788 98,857 98,857
Restricted cash.................. (c) 57,142 57,142 55,758 55,758
Financial liabilities:
Warehouse credit facilities...... (d) 72,045 72,045 165,608 165,608
Senior notes..................... (e) 125,000 123,825 175,000 177,625
Other notes payable.............. (f) 27,206 28,299 6,410 6,410
Interest rate swaps.............. (g) 735 236 (269) 170
Unrecognized financial instruments:
Forward U.S. Treasury Note
sales.......................... (h) 164 473
Forward interest rate swaps...... (g) 489
</TABLE>
- --------
(a) The carrying value of cash and cash equivalents is considered to be a
reasonable estimate of fair value since these investments bear interest at
market rates and have maturities of less than 90 days.
(b) Since the Company periodically sells its receivables, fair value is
estimated by discounting future net cash flows expected to be realized from
the sale of the receivables using interest rate, prepayment and credit loss
assumptions similar to the Company's historical experience.
(c) The fair value of interest-only receivables from Trusts, investments in
Trust receivables and restricted cash is estimated by discounting the
associated future net cash flows using discount rate, prepayment and credit
loss assumptions similar to the Company's historical experience.
(d) The warehouse credit facilities have variable rates of interest and
maturities of less than one year. Therefore, carrying value is considered
to be a reasonable estimate of fair value.
(e) The fair value of the senior notes is based on the quoted market price.
(f) The fair value of other notes payable is estimated based on rates currently
available for debt with similar terms and remaining maturities.
(g) The fair value of the interest rate swaps is based on the quoted
termination cost.
(h) The fair value of the forward U.S. Treasury Note sales are estimated based
upon market prices for similar financial instruments.

F-20
<PAGE>

AMERICREDIT CORP.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS--(Continued)

14. Stock Split

On August 6, 1998, the Company's Board of Directors approved a two for one
stock split to be effected in the form of a 100% stock dividend for
shareholders of record on September 11, 1998, paid on September 30, 1998. All
share data for the periods presented, except shares authorized, have been
adjusted to reflect the stock split on a retroactive basis.

F-21
<PAGE>

AMERICREDIT CORP.
CONSOLIDATED BALANCE SHEETS

(Unaudited, Dollars in Thousands)

<TABLE>
<CAPTION>
March
June 30, 31,
1998 1999
-------- --------
<S> <C> <C>
ASSETS
Current assets:
Cash and cash equivalents................................ $ 33,087 $ 36,846
Receivables held for sale, net........................... 342,853 415,421
Interest-only receivables from Trusts.................... 131,694 173,643
Investments in Trust receivables......................... 98,857 157,201
Restricted cash.......................................... 55,758 82,809
Property and equipment, net.............................. 23,385 34,115
Other assets............................................. 28,037 37,947
-------- --------
Total assets.......................................... $713,671 $937,982
======== ========
LIABILITIES AND SHAREHOLDERS' EQUITY
Liabilities:
Warehouse credit facilities.............................. $165,608 $255,531
Senior notes............................................. 175,000 175,000
Other notes payable...................................... 6,410 12,759
Accrued taxes and expenses............................... 47,132 72,396
Deferred income taxes.................................... 31,673 61,532
-------- --------
Total liabilities..................................... 425,823 577,218
-------- --------
Shareholders' equity:
Preferred stock, $.01 par value per share; 20,000,000
authorized, none issued................................
Common stock, $.01 par value per share; 120,000,000
shares authorized; 69,272,948 and 70,790,686 issued.... 693 708
Additional paid-in capital............................... 230,269 244,194
Accumulated other comprehensive income................... 7,234 13,319
Retained earnings........................................ 72,770 125,133
-------- --------
310,966 383,354
Treasury stock, at cost (7,667,318 and 7,486,585
shares)................................................ (23,118) (22,590)
-------- --------
Total shareholders' equity............................ 287,848 360,764
-------- --------
Total liabilities and shareholders' equity............ $713,671 $937,982
======== ========
</TABLE>

The accompanying notes are an integral part of these consolidated financial
statements.

F-22
<PAGE>

AMERICREDIT CORP.

CONSOLIDATED STATEMENTS OF INCOME
AND COMPREHENSIVE INCOME

(Unaudited, Dollars in Thousands, Except Per Share Data)

<TABLE>
<CAPTION>
Nine Months Ended
March 31,
----------------------
1998 1999
---------- ----------
<S> <C> <C>
Revenues:
Finance charge income............................... $ 40,052 $ 51,538
Gain on sale of receivables......................... 71,838 116,551
Servicing fee income................................ 34,389 61,702
Other income........................................ 1,901 3,361
---------- ----------
148,180 233,152
---------- ----------
Costs and expenses:
Operating expenses.................................. 66,102 115,760
Provision for losses................................ 5,546 6,589
Interest expense.................................... 18,973 25,660
---------- ----------
90,621 148,009
---------- ----------
Income before income taxes............................ 57,559 85,143
Income tax provision.................................. 22,159 32,780
---------- ----------
Net income............................................ 35,400 52,363
---------- ----------
Other comprehensive income:
Unrealized gain on credit enhancement assets........ (1,487) 9,895
Less related income tax provision................... 572 (3,810)
---------- ----------
Comprehensive income............................. $ 34,485 $ 58,448
========== ==========
Earnings per share:
Basic............................................... $ .59 $ .83
========== ==========
Diluted............................................. $ .55 $ .78
========== ==========
Weighted average shares............................... 59,732,984 62,872,858
========== ==========
Weighted average shares and assumed incremental
shares.............................................. 64,644,030 66,822,426
========== ==========
</TABLE>

The accompanying notes are an integral part of these consolidated financial
statements.

F-23
<PAGE>

AMERICREDIT CORP.
CONSOLIDATED STATEMENTS OF CASH FLOWS

(Unaudited, Dollars in Thousands)

<TABLE>
<CAPTION>
Nine Months Ended
March 31,
------------------------
1998 1999
----------- -----------
<S> <C> <C>
Cash flows from operating activities:
Net income........................................... $ 35,400 $ 52,363
Adjustments to reconcile net income to net cash
provided by operating activities:
Depreciation and amortization................... 3,084 6,902
Provision for losses............................ 5,546 6,589
Deferred income taxes........................... 1,561 33,041
Non-cash servicing fee income................... (9,246) (10,739)
Non-cash gain on sale of auto receivables....... (64,378) (107,642)
Distributions from Trusts....................... 27,083 35,182
Changes in assets and liabilities:
Other assets.................................. (6,162) (2,746)
Accrued taxes and expenses.................... 18,274 25,264
----------- -----------
Net cash provided by operating activities............ 11,162 38,214
----------- -----------
Cash flows from investing activities:
Purchases of auto receivables...................... (1,162,952) (1,983,758)
Originations of mortgage receivables............... (94,537) (203,518)
Principal collections and recoveries on
receivables...................................... 30,187 14,783
Net proceeds from sale of auto receivables......... 1,102,614 1,894,383
Net proceeds from sale of mortgage receivables..... 70,729 198,953
Initial deposits to restricted cash................ (43,400) (57,250)
Return of deposits from restricted cash............ 23,000
Purchases of property and equipment................ (5,971) (8,431)
Increase in other assets........................... (2,490) (7,387)
----------- -----------
Net cash used by investing activities................ (105,820) (129,225)
----------- -----------
Cash flows from financing activities:
Net change in warehouse credit facilities.......... 51,983 89,923
Proceeds from issuance of senior notes............. 47,762
Payments on other notes payable.................... (13,857) (2,629)
Proceeds from issuance of common stock............. 11,837 7,476
----------- -----------
Net cash provided by financing activities............ 97,725 94,770
----------- -----------
Net increase in cash and cash equivalents............ 3,067 3,759
Cash and cash equivalents at beginning of period..... 6,027 33,087
----------- -----------
Cash and cash equivalents at end of period........... $ 9,094 $ 36,846
=========== ===========
</TABLE>

The accompanying notes are an integral part of these consolidated financial
statements.

F-24
<PAGE>

AMERICREDIT CORP.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
UNAUDITED

NOTE 1--BASIS OF PRESENTATION

The accompanying consolidated financial statements include the accounts of
AmeriCredit Corp. and its wholly-owned subsidiaries ("the Company"). All
significant intercompany accounts and transactions have been eliminated in
consolidation.

The consolidated financial statements as of March 31, 1999 and for the
periods ended March 31, 1998 and 1999 are unaudited, but in management's
opinion, include all adjustments, consisting only of normal recurring
adjustments, necessary for a fair presentation of the results for such interim
periods. Certain prior year amounts have been reclassified to conform to the
current period presentation. The results for interim periods are not
necessarily indicative of results for a full year.

The interim period financial statements, including the notes thereto, are
condensed and do not include all disclosures required by generally accepted
accounting principles. These interim period financial statements should be read
in conjunction with the Company's consolidated financial statements which are
included in the Company's Annual Report on Form 10-K/A for the year ended June
30, 1998.

The Company's Board of Directors approved a two for one stock split on
August 6, 1998 which was effected in the form of a 100% stock dividend for
shareholders of record on September 11, 1998 and paid on September 30, 1998. In
connection with the stock split, $347,000 was transferred from retained
earnings to common stock representing the par value of the additional shares
issued. All share data for the periods presented, except shares authorized,
have been adjusted to reflect the stock split on a retroactive basis.

The Company adopted the requirements of Statement of Financial Accounting
Standards No. 130, "Reporting Comprehensive Income" ("SFAS 130"), effective
July 1, 1998. SFAS 130 establishes standards for reporting comprehensive income
and its components in a full set of financial statements. The new standard
requires that all items that are required to be recognized under accounting
standards as components of comprehensive income, including an amount
representing total comprehensive income, be reported in a financial statement
that is displayed with the same prominence as other financial statements.
Pursuant to SFAS 130, the Company has reported comprehensive income in the
accompanying Consolidated Statements of Income and Comprehensive Income. All
prior periods presented have been restated to conform to the requirements of
SFAS 130.

NOTE 2--RESTATEMENT

On January 14, 1999, the Company issued a press release reporting a
restatement of its financial statements for the fiscal years ended June 30,
1996, 1997, and 1998 as well as for the first quarter of fiscal 1999. Interim
periods in the fiscal years ended June 30, 1996, 1997 and 1998 were also
restated. As required by the Financial Accounting Standards Board's ("FASB")
Special Report, "A Guide to Implementation of Statement 125 on Accounting for
Transfers and Servicing of Financial Assets and Extinguishment of Liabilities,
Second Edition," dated December 1998, and related guidance set forth in
statements made by the staff of the Securities and Exchange Commission ("SEC")
on December 8, 1998, the Company retroactively changed its method of measuring
and accounting for credit enhancement assets to the cash-out method from the
cash-in method.

F-25
<PAGE>

AMERICREDIT CORP.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS--(Continued)
UNAUDITED

assets ended when cash flows were received by the securitization trusts and
(ii) initial deposits to restricted cash accounts were recorded at face value.
Under the cash-out method required by the FASB and SEC, the assumed discount
period for measuring the present value of credit enhancement assets ends when
cash, including return of the initial deposits, is distributed to the Company
on an unrestricted basis.

The change to the cash-out method results only in a difference in the
timing of revenue recognition from a securitization and has no effect on the
total cash flows of such transactions. While the total amount of revenue
recognized over the term of a securitization transaction is the same under
either method, the cash-out method results in (i) lower initial gains on the
sale of receivables due to the longer discount period and (ii) higher
subsequent servicing fee income from accretion of the additional cash-out
discount.

NOTE 3--RECEIVABLES HELD FOR SALE

Receivables held for sale consist of the following (in thousands):

<TABLE>
<CAPTION>
June 30, March 31,
1998 1999
-------- ---------
<S> <C> <C>
Auto receivables........................................ $334,110 $400,722
Less allowance for losses............................... (12,756) (10,549)
-------- --------
Auto receivables, net................................... 321,354 390,173
Mortgage receivables.................................... 21,499 25,248
-------- --------
$342,853 $415,421
======== ========
</TABLE>

The Company has established an allowance for losses with respect to auto
receivables held for sale to provide for potential credit losses on such
receivables prior to their sale in a securitization transaction.

A summary of the allowance for losses is as follows (in thousands):

<TABLE>
<CAPTION>
Nine Months Ended
March 31,
------------------
1998 1999
-------- --------
<S> <C> <C>
Balance at beginning of period.......................... $ 12,946 $ 12,756
Provision for losses.................................... 5,546 6,589
Acquisition fees........................................ 35,545 44,614
Allowance related to auto receivables sold to Trusts.... (34,030) (47,702)
Net charge-offs......................................... (7,528) (5,708)
-------- --------
Balance at end of period................................ $ 12,479 $ 10,549
======== ========
</TABLE>

NOTE 4--CREDIT ENHANCEMENT ASSETS

As of June 30, 1998 and March 31, 1999, the Company was servicing $1,968.4
million and $3,152.5 million, respectively, of auto receivables which have been
sold to certain special purpose financing trusts (the "Trusts"). The Company
has retained an interest in these receivables in the form of credit enhancement
assets.

F-26
<PAGE>

AMERICREDIT CORP.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS--(Continued)
UNAUDITED

Credit enhancement assets consist of the following (in thousands):

<TABLE>
<CAPTION>
June 30, March 31,
1998 1999
-------- ---------
<S> <C> <C>
Interest-only receivables from Trusts..................... $131,694 $173,643
Investments in Trust receivables.......................... 98,857 157,201
Restricted cash........................................... 55,758 82,809
-------- --------
$286,309 $413,653
======== ========
</TABLE>

A summary of credit enhancement assets is as follows (in thousands):

<TABLE>
<CAPTION>
Nine Months Ended
March 31,
------------------
1998 1999
-------- --------
<S> <C> <C>
Balance at beginning of period........................... $161,395 $286,309
Non-cash gain on sale of auto receivables................ 64,378 107,642
Accretion of present value discount...................... 13,646 24,139
Initial deposits to restricted cash...................... 43,400 57,250
Return of deposits from restricted cash.................. (23,000)
Change in unrealized gain................................ (1,487) 9,895
Distributions from Trusts................................ (27,083) (35,182)
Permanent impairment write-down.......................... (4,400) (13,400)
-------- --------
Balance at end of period................................. $249,849 $413,653
======== ========
</TABLE>

A summary of the allowance for losses included as a component of the
interest-only receivables is as follows (in thousands):

<TABLE>
<CAPTION>
Nine Months Ended
March 31,
------------------
1998 1999
-------- --------
<S> <C> <C>
Balance at beginning of period........................... $ 74,925 $179,359
Assumptions for cumulative credit losses................. 116,192 204,441
Permanent impairment write-down.......................... 4,400 13,400
Net charge-offs.......................................... (53,390) (98,183)
-------- --------
Balance at end of period................................. $142,127 $299,017
======== ========
</TABLE>

NOTE 5--WAREHOUSE CREDIT FACILITIES

Warehouse credit facilities consist of the following (in thousands):

<TABLE>
<CAPTION>
June 30, March 31,
1998 1999
-------- ---------
<S> <C> <C>
Bank lines of credit...................................... $ 603
Commercial paper facilities............................... $140,708 233,661
Mortgage facility......................................... 24,900 21,267
-------- --------
$165,608 $255,531
======== ========
</TABLE>

F-27
<PAGE>

AMERICREDIT CORP.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS--(Continued)
UNAUDITED

In September 1998, the Company renewed its funding agreement with an
administrative agent on behalf of an institutionally managed commercial paper
conduit and a group of banks and increased the amount of structured warehouse
financing available under the agreement from $245 million to $505 million.
Under the funding agreement, the Company transfers auto receivables to CP
Funding Corp. ("CPFC"), a special purpose finance subsidiary of the Company,
and CPFC in turn issues a note, collateralized by such auto receivables, to the
agent. The agent provides funding under the note to CPFC pursuant to an advance
formula and CPFC forwards the funds to the Company in consideration for the
transfer of auto receivables. While CPFC is a consolidated subsidiary of the
Company, CPFC is a separate legal entity and the auto receivables transferred
to CPFC and the other assets of CPFC are legally owned by CPFC and not
available to creditors of AmeriCredit Corp. or its other subsidiaries. Advances
under the note bear interest at commercial paper, London Interbank Offered
Rates ("LIBOR") or prime rates plus specified fees depending upon the source of
funds provided by the agent to CPFC. The funding agreement, which expires in
September 1999, contains various covenants requiring certain minimum financial
ratios and results. Borrowings of $233,661,000 were outstanding under this
agreement as of March 31, 1999.

In March 1999, the Company entered into a funding agreement with an
administrative agent on behalf of an institutionally managed commercial paper
conduit and a bank under which up to $150 million of structured warehouse
financing is available. Advances under the facility bear interest at commercial
paper rates plus specified fees. The funding agreement, which expires in March
2000, contains various covenants requiring certain minimum financial ratios and
results. There were no outstanding balances under this agreement as of March
31, 1999.

In March 1999, the Company renewed its revolving credit agreement with a
group of banks under which the Company may borrow up to $115 million, subject
to a defined borrowing base. Borrowings under the credit agreement are
collateralized by certain auto receivables and bear interest, based upon the
Company's option, at either the prime rate or LIBOR plus 1.25%. The credit
agreement, which expires in April 2000, contains various restrictive covenants
requiring certain minimum financial ratios and results and placing certain
limitations on the incurrence of additional debt, capital expenditures, cash
dividends and repurchase of common stock. There were no outstanding balances
under the credit agreement as of March 31, 1999.

In November 1998, the Company's Canadian subsidiary entered into a
revolving credit agreement with a bank under which the Company may borrow up to
(Cdn) $20 million, subject to a defined borrowing base. Borrowings under the
credit facility are collateralized by certain Canadian auto receivables and
bear interest at the Canadian prime rate. The credit agreement, which expires
in November 1999, contains various restrictive covenants requiring certain
minimum financial ratios and results and placing certain limitations on the
incurrence of additional debt, capital expenditures, cash dividends and
repurchase of common stock. Borrowings of (U.S.) $603,000 were outstanding
under this agreement as of March 31, 1999.

In February 1999, the Company renewed its mortgage warehouse facility with
a bank under which the Company may borrow up to $75 million, subject to a
defined borrowing base. Borrowings under the facility are collateralized by
certain mortgage receivables and bear interest, based upon the Company's
option, at either the prime rate or LIBOR plus 1.50%. The facility expires in
July 1999. Borrowings of $21,267,000 were outstanding under this agreement as
of March 31, 1999.

F-28
<PAGE>

AMERICREDIT CORP.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS--(Continued)
UNAUDITED

NOTE 6--SUPPLEMENTAL INFORMATION

Cash payments for interest costs and income taxes consist of the following
(in thousands):

<TABLE>
<CAPTION>
Nine Months Ended
March 31,
------------------
1998 1999
-------- ---------
<S> <C> <C>
Interest costs (none capitalized)........................ $ 22,577 $ 29,237
Income taxes............................................. 14,520 (14,000)
</TABLE>

During the nine months ended March 31, 1998 and 1999, the Company entered
into lease agreements for property and equipment of $3,574,000 and $8,978,000,
respectively.

NOTE 7--SUBSEQUENT EVENT

In April 1999, the Company issued $200 million of senior notes which are
due in April 2006. Interest on the notes is payable semi-annually at the rate
of 9.875% per annum, commencing in October 1999. The notes, which are
unsecured, may be redeemed at the option of the Company after April 2003 at a
premium declining to par in April 2005. The Indenture pursuant to which the
notes were issued contains restrictions including limitations on the Company's
ability to incur additional indebtedness other than certain secured
indebtedness, pay cash dividends and repurchase common stock.

NOTE 8--GUARANTOR CONSOLIDATING FINANCIAL STATEMENTS

The payment of principal, premium, if any, and interest on the Company's
Senior Notes is guaranteed by certain of the Company's subsidiaries (the
"Subsidiary Guarantors"). The separate financial statements of the Subsidiary
Guarantors are not included herein because the Subsidiary Guarantors are
wholly-owned consolidated subsidiaries of the Company and are jointly,
severally and unconditionally liable for the obligations represented by the
Senior Notes. The Company believes that the condensed consolidating financial
information for the Company, the combined Subsidiary Guarantors and the
combined Non-Guarantor Subsidiaries provide information that is more meaningful
in understanding the financial position of the Subsidiary Guarantors than
separate financial statements of the Subsidiary Guarantors. Therefore, the
separate financial statements of the Subsidiary Guarantors are not deemed
material.

The following supplemental schedules present consolidating financial
information for (i) AmeriCredit Corp. (on a parent only basis), (ii) the
combined Subsidiary Guarantors, (iii) the combined Non-Guarantor Subsidiaries,
(iv) an elimination column for adjustments to arrive at the information for the
Company and its subsidiaries on a consolidated basis and (v) the Company and
its subsidiaries on a consolidated basis.

Investments in subsidiaries are accounted for by the parent company on the
equity method for purposes of the presentation set forth below. Earnings of
subsidiaries are therefore reflected in the parent company's investment
accounts and earnings. The principal elimination entries set forth below
eliminate investments in subsidiaries and intercompany balances and
transactions.

F-29
<PAGE>

AMERICREDIT CORP.

CONSOLIDATING BALANCE SHEET
March 31, 1999
(Unaudited, Dollars in Thousands)

<TABLE>
<CAPTION>
AmeriCredit Non-
Corp. Guarantors Guarantors Eliminations Consolidated
----------- ---------- ---------- ------------ ------------
<S> <C> <C> <C> <C> <C>
ASSETS
Cash and cash
equivalents........... $ $ 30,955 $ 5,891 $ $ 36,846
Receivables held for
sale, net............. 50,354 365,067 415,421
Interest-only
receivables from
Trusts................ (661) 1,730 172,574 173,643
Investments in Trust
receivables........... 564 156,637 157,201
Restricted cash......... (87) 82,896 82,809
Property and equipment,
net................... 34,115 34,115
Other assets............ 7,145 23,686 7,116 37,947
Due (to) from
affiliates............ 347,248 (148,776) (198,472)
Investment in
affiliates............ 173,331 13,921 2 (187,254)
-------- --------- --------- --------- --------
Total assets.......... $527,063 $ 6,462 $ 591,711 $(187,254) $937,982
======== ========= ========= ========= ========
LIABILITIES AND SHAREHOLDERS' EQUITY
Liabilities:
Warehouse credit
facilities............ $ $ 21,870 $ 233,661 $ $255,531
Senior notes............ 175,000 175,000
Other notes payable..... 12,737 22 12,759
Accrued taxes and
expenses.............. 4,979 66,873 544 72,396
Deferred income taxes... (26,417) (35,707) 123,656 61,532
-------- --------- --------- --------- --------
Total liabilities..... 166,299 53,058 357,861 577,218
-------- --------- --------- --------- --------
Shareholders' equity:
Common stock............ 708 203 3 (206) 708
Additional paid-in
capital............... 244,194 108,485 13,921 (122,406) 244,194
Accumulated other
comprehensive income.. 13,319 13,319 (13,319) 13,319
Retained earnings....... 125,133 (155,284) 206,607 (51,323) 125,133
-------- --------- --------- --------- --------
383,354 (46,596) 233,850 (187,254) 383,354
Treasury stock.......... (22,590) (22,590)
-------- --------- --------- --------- --------
Total shareholders'
equity.............. 360,764 (46,596) 233,850 (187,254) 360,764
-------- --------- --------- --------- --------
Total liabilities and
shareholders'
equity.............. $527,063 $ 6,462 $ 591,711 $(187,254) $937,982
======== ========= ========= ========= ========
</TABLE>

F-30
<PAGE>

AMERICREDIT CORP.

CONSOLIDATING INCOME STATEMENT
Nine Months Ended March 31, 1998
(Unaudited, Dollars in Thousands)

<TABLE>
<CAPTION>
AmeriCredit Non-
Corp. Guarantors Guarantors Eliminations Consolidated
----------- ---------- ---------- ------------ ------------
<S> <C> <C> <C> <C> <C>
Revenue:
Finance charge
income.............. $ $ 29,421 $10,631 $ $40,052
Gain on sale of
receivables......... (5,199) 1,653 75,384 71,838
Servicing fee income.. 65,131 9,513 (40,255) 34,389
Other income.......... 22,335 965 627 (22,026) 1,901
Equity in income of
affiliates.......... 36,111 (36,111)
------- -------- ------- -------- -------
53,247 97,170 96,155 (98,392) 148,180
------- -------- ------- -------- -------
Costs and expenses:
Operating expenses.... 7,801 98,566 (10) (40,255) 66,102
Provision for losses.. 5,546 5,546
Interest expense...... 10,325 17,923 12,751 (22,026) 18,973
------- -------- ------- -------- -------
18,126 122,035 12,741 (62,281) 90,621
------- -------- ------- -------- -------
Income before income
taxes................. 35,121 (24,865) 83,414 (36,111) 57,559
Income tax provision.... (279) (7,991) 30,429 22,159
------- -------- ------- -------- -------
Net income.............. $35,400 $(16,874) $52,985 $(36,111) $35,400
======= ======== ======= ======== =======
</TABLE>

F-31
<PAGE>

AMERICREDIT CORP.

CONSOLIDATING INCOME STATEMENT
Nine Months Ended March 31, 1999
(Unaudited, Dollars in Thousands)

<TABLE>
<CAPTION>
AmeriCredit Non-
Corp. Guarantors Guarantors Eliminations Consolidated
----------- ---------- ---------- ------------ ------------
<S> <C> <C> <C> <C> <C>
Revenue:
Finance charge
income.............. $ $ 27,503 $ 24,035 $ $ 51,538
Gain on sale of
receivables......... (6,394) 3,202 119,743 116,551
Servicing fee income.. 80,403 7,975 (26,676) 61,702
Other income.......... 22,134 2,657 584 (22,014) 3,361
Equity in income of
affiliates.......... 56,474 (56,474)
------- -------- -------- --------- --------
72,214 113,765 152,337 (105,164) 233,152
------- -------- -------- --------- --------
Costs and expenses:
Operating expenses.... 7,513 134,886 37 (26,676) 115,760
Provision for losses.. 2,471 4,118 6,589
Interest expense...... 13,566 16,918 17,190 (22,014) 25,660
------- -------- -------- --------- --------
21,079 154,275 21,345 (48,690) 148,009
------- -------- -------- --------- --------
Income before income
taxes................. 51,135 (40,510) 130,992 (56,474) 85,143
Income tax provision.... (1,228) (18,654) 52,662 32,780
------- -------- -------- --------- --------
Net income.............. $52,363 $(21,856) $ 78,330 $ (56,474) $ 52,363
======= ======== ======== ========= ========
</TABLE>

F-32
<PAGE>

AMERICREDIT CORP.

CONSOLIDATING STATEMENT OF CASH FLOW
Nine Months Ended March 31, 1998
(Unaudited, Dollars in Thousands)

<TABLE>
<CAPTION>
AmeriCredit Non-
Corp. Guarantors Guarantors Eliminations Consolidated
----------- ----------- ----------- ------------ ------------
<S> <C> <C> <C> <C> <C>
Cash flow from operating
activities:
Net income............ $ 35,400 $ (16,874) $ 52,985 $ (36,111) $ 35,400
Adjustment to
reconcile net
income to net cash
provided by
operating
activities:
Depreciation and
amortization....... 35 3,049 3,084
Provision for
losses............. 5,546 5,546
Deferred income
taxes.............. (14,830) (8,298) 24,689 1,561
Non-cash servicing
fee income......... (9,246) (9,246)
Non-cash gain on
sale of auto
receivables........ (64,378) (64,378)
Distributions from
Trusts............. 27,083 27,083
Equity in income of
affiliates......... (36,111) 36,111
Changes in assets
and liabilities:
Other assets....... (953) (2,216) (2,993) (6,162)
Accrued taxes and
expenses......... 473 16,359 1,442 18,274
-------- ----------- ----------- ----------- -----------
Net cash provided by
operating activities.. (15,986) (2,434) 29,582 11,162
-------- ----------- ----------- ----------- -----------
Cash flows from
investing activities:
Purchases of auto
receivables........ (1,162,952) (1,356,973) 1,356,973 (1,162,952)
Originations of
mortgage
receivables........ (94,537) (94,537)
Principal
collections and
recoveries on
receivables........ (23,328) 53,515 30,187
Net proceeds from
sale of auto
receivables........ 1,356,973 1,102,614 (1,356,973) 1,102,614
Net proceeds from
sale of mortgage
receivables........ 70,729 70,729
Initial deposits to
restricted cash.... (43,400) (43,400)
Purchases of
property and
equipment.......... (53) (5,918) (5,971)
Net change in
investment in
affiliates......... (9,998) (3,921) (2) 13,921
Increase in other
assets............. (2,490) (2,490)
-------- ----------- ----------- ----------- -----------
Net cash used by
investing activities.. (10,051) 137,046 (246,736) 13,921 (105,820)
-------- ----------- ----------- ----------- -----------
Cash flows from
financing activities:
Net change in
warehouse credit
facilities......... (45,609) 97,592 51,983
Proceeds from
issuance of senior
notes............... 47,762 47,762
Payments on other
notes payable....... (888) (5) (12,964) (13,857)
Proceeds from
issuance of common
stock.............. 11,837 13,921 (13,921) 11,837
Net change in due
(to) from
affiliates......... (32,674) (85,430) 118,104
-------- ----------- ----------- ----------- -----------
Net cash provided by
financing activities.. 26,037 (131,044) 216,653 (13,921) 97,725
-------- ----------- ----------- ----------- -----------
Net increase in cash and
cash equivalents...... 3,568 (501) 3,067
Cash and cash
equivalents at
beginning of period... 3,988 2,039 6,027
-------- ----------- ----------- ----------- -----------
Cash and cash
equivalents at end of
period................ $ $ 7,556 $ 1,538 $ $ 9,094
======== =========== =========== =========== ===========
</TABLE>

F-33
<PAGE>

AMERICREDIT CORP.

CONSOLIDATING STATEMENT OF CASH FLOW
Nine Months Ended March 31, 1999
(Unaudited, Dollars in Thousands)

<TABLE>
<CAPTION>
AmeriCredit Non-
Corp. Guarantors Guarantors Eliminations Consolidated
----------- ----------- ----------- ------------ ------------
<S> <C> <C> <C> <C> <C>
Cash flow from operating
activities:
Net income............ $52,363 $ (21,856) $ 78,330 $ (56,474) $ 52,363
Adjustment to
reconcile net income
to net cash provided
by operating
activities:
Depreciation and
amortization......... 41 6,861 6,902
Provision for
losses............... 2,471 4,118 6,589
Deferred income
taxes................ (955) (19,070) 53,066 33,041
Non-cash servicing
fee income........... (10,739) (10,739)
Non-cash gain on sale
of auto
receivables.......... (107,642) (107,642)
Distributions from
Trusts............... 35,182 35,182
Equity in income of
affiliates........... (56,474) 56,474
Changes in assets and
liabilities:
Other assets....... 1,766 (6,811) 2,299 (2,746)
Accrued taxes and
expenses.......... 7,259 12,923 5,082 25,264
------- ----------- ----------- ----------- -----------
Net cash provided by
operating activities... 4,000 ( 25,482) 59,696 38,214
------- ----------- ----------- ----------- -----------
Cash flows from
investing activities:
Purchases of auto
receivables.......... (1,983,758) (2,121,174) 2,121,174 (1,983,758)
Originations of
mortgage
receivables.......... (203,518) (203,518)
Principal collections
and recoveries on
receivables.......... (6,744) 21,527 14,783
Net proceeds from
sale of auto
receivables.......... 2,121,174 1,894,383 (2,121,174) 1,894,383
Net proceeds from
sale of mortgage
receivables.......... 198,953 198,953
Initial deposits to
restricted cash...... (57,250) (57,250)
Return of deposits
from restricted
cash................. 23,000 23,000
Purchase of property
and equipment........ 134 (8,565) (8,431)
Increase in other
assets............... (4,094) (3,293) (7,387)
------- ----------- ----------- ----------- -----------
Net cash used by
investing activities... 134 113,448 (242,807) (129,225)
------- ----------- ----------- ----------- -----------
Cash flows from
financing activities:
Net change in
warehouse credit
facilities........... (3,030) 92,953 89,923
Payments on other
notes payable........ (2,625) (4) (2,629)
Proceeds from
issuance of common
stock................ 7,327 149 7,476
Net change in due
(to) from
affiliates........... (8,836) (84,283) 93,119
------- ----------- ----------- ----------- -----------
Net cash provided by
financing activities... (4,134) (87,168) 186,072 94,770
------- ----------- ----------- ----------- -----------
Net increase in cash and
cash equivalents....... 798 2,961 3,759
Cash and cash
equivalents at
beginning of period.... 30,157 2,930 33,087
------- ----------- ----------- ----------- -----------
Cash and cash
equivalents at end of
period................. $ $ 30,955 $ 5,891 $ $ 36,846
======= =========== =========== =========== ===========
</TABLE>

F-34
<PAGE>

CONSOLIDATING FINANCIAL INFORMATION

The payment of principal, premium, if any, and interest on the Company's 9
1/4% Senior Notes is guaranteed by certain of the Company's subsidiaries (the
"Subsidiary Guarantors"). The separate financial statements of the Subsidiary
Guarantors are not included herein because the Subsidiary Guarantors are
wholly-owned consolidated subsidiaries of the Company and are jointly,
severally and unconditionally liable for the obligations represented by the 9
1/4% Senior Notes. The Company believes that the condensed consolidating
financial information for the Company, the combined Subsidiary Guarantors and
the combined Non-Guarantor Subsidiaries provide information that is more
meaningful in understanding the financial position of the Subsidiary Guarantors
than separate financial statements of the Subsidiary Guarantors. Therefore, the
separate financial statements of the Subsidiary Guarantors are not deemed
material.

The following supplementary information presents consolidating financial
data for (i) the Company (on a parent only basis), (ii) the combined Subsidiary
Guarantors, (iii) the combined Non-Guarantor Subsidiaries, (iv) an elimination
column for adjustments to arrive at the information for the Company and its
subsidiaries on a consolidated basis and (v) the Company and its subsidiaries
on a consolidated basis as of June 30, 1998 and 1997 and for each of the three
years in the period ended June 30, 1998.

F-35
<PAGE>

REPORT OF INDEPENDENT ACCOUNTANTS ON SUPPLEMENTARY INFORMATION

Board of Directors and Shareholders
AmeriCredit Corp.

Our report on the audits of the consolidated financial statements of
AmeriCredit Corp. as of June 30, 1998 and 1997 and for the three years ended
June 30, 1998, 1997 and 1996 is included on page F-2. These audits were
conducted for the purpose of forming an opinion on the basic financial
statements taken as a whole. The supplementary information appearing on pages
F-37 to F-44 is presented for purposes of additional analysis and is not a
required part of the basic financial statements. Such supplementary information
has been subjected to the auditing procedures applied in the audits of the
basic financial statements and, in our opinion, is fairly stated, in all
material respects, when considered in relation to the basic financial
statements taken as a whole.

PricewaterhouseCoopers LLP

Fort Worth, Texas
August 4, 1998, except as to Note 14 and Note 2
to the consolidated financial statements for which
the dates are September 30, 1998 and January 14, 1999,
respectively.

F-36
<PAGE>

AMERICREDIT CORP.

SUPPLEMENTARY INFORMATION
CONSOLIDATING BALANCE SHEET
June 30, 1997
(Dollars in Thousands)

<TABLE>
<CAPTION>
AmeriCredit Non-
Corp. Guarantors Guarantors Eliminations Consolidated
----------- ---------- ---------- ------------ ------------
<S> <C> <C> <C> <C> <C>
ASSETS
Cash and cash
equivalents........... $ 3,988 $ 2,039 $ 6,027
Receivables held for
sale, net............. 240,912 25,745 266,657
Interest-only
receivables from
Trusts................ $ (777) 4,136 50,106 53,465
Investments in Trust
receivables........... 7,432 43,356 50,788
Restricted cash......... 57,142 57,142
Property and equipment,
net................... 136 13,748 13,884
Other assets............ 10,947 12,564 4,019 27,530
Due (to) from
affiliates............ 277,369 (197,957) (79,412)
Investment in
affiliates............ 47,567 $(47,567)
-------- --------- -------- -------- --------
Total assets....... $335,242 $ 84,823 $102,995 $(47,567) $475,493
======== ========= ======== ======== ========

LIABILITIES AND SHAREHOLDERS' EQUITY
Liabilities:
Warehouse credit
facilities............ $ 72,045 $ 72,045
Senior notes............ $125,000 125,000
Other notes payable..... 3,484 33 $ 23,689 27,206
Accrued taxes and
expenses.............. 8,088 27,987 (1,217) 34,858
Deferred income taxes... (9,591) (4,811) 22,525 8,123
-------- --------- -------- -------- --------
Total liabilities.. 126,981 95,254 44,997 267,232
-------- --------- -------- -------- --------
Shareholders' equity:
Common stock............ 667 203 3 $ (206) 667
Additional paid-in
capital............... 203,531 98,336 (98,336) 203,531
Unrealized gain on
credit enhancement
assets................ 4,355 4,355 (4,355) 4,355
Retained earnings....... 23,469 (108,970) 53,640 55,330 23,469
-------- --------- -------- -------- --------
232,022 (10,431) 57,998 (47,567) 232,022
Treasury stock.......... (23,761) (23,761)
-------- --------- -------- -------- --------
Total shareholders'
equity.............. 208,261 (10,431) 57,998 (47,567) 208,261
-------- --------- -------- -------- --------
Total liabilities and
shareholders'
equity.............. $335,242 $ 84,823 $102,995 $(47,567) $475,493
======== ========= ======== ======== ========
</TABLE>

F-37
<PAGE>

AMERICREDIT CORP.

SUPPLEMENTARY INFORMATION
CONSOLIDATING BALANCE SHEET

June 30, 1998
(Dollars in Thousands)

<TABLE>
<CAPTION>
AmeriCredit Non-
Corp. Guarantors Guarantors Eliminations Consolidated
------------------------ ---------- ------------ ------------
<S> <C> <C> <C> <C> <C>
ASSETS
Cash and cash
equivalents............. $ 30,157 $ 2,930 $ 33,087
Receivables held for sale,
net..................... 178,219 164,634 342,853
Interest-only receivables
from Trusts............. $ (2,151) 3,623 130,222 131,694
Investments in Trust
receivables............. 2,109 96,748 98,857
Restricted cash........... 55,758 55,758
Property and equipment,
net..................... 175 23,210 23,385
Other assets.............. 8,911 13,003 6,123 28,037
Due (to) from affiliates.. 330,924 (226,892) (104,032)
Investment in affiliates.. 110,623 13,921 2 $(124,546)
---------- --------- --------- --------- --------
Total assets............ $ 448,482 $ 37,350 $ 352,385 $(124,546) $713,671
========== ========= ========= ========= ========
LIABILITIES AND SHAREHOLDERS' EQUITY
Liabilities:
Warehouse credit
facilities.............. $ 24,900 $ 140,708 $ $165,608
Senior notes.............. $ 175,000 175,000
Other notes payable....... 6,384 26 6,410
Accrued taxes and
expenses................ (2,280) 53,950 (4,538) 47,132
Deferred income taxes..... (18,470) (16,637) 66,780 31,673
---------- --------- --------- --------- --------
Total liabilities....... 160,634 62,239 202,950 425,823
---------- --------- --------- --------- --------
Shareholders' equity:
Common stock.............. 693 203 3 (206) 693
Additional paid-in
capital................. 230,269 108,336 13,921 (122,257) 230,269
Unrealized gain on credit
enhancement assets...... 7,234 7,234 (7,234) 7,234
Retained earnings......... 72,770 (133,428) 128,277 5,151 72,770
---------- --------- --------- --------- --------
310,966 (24,889) 149,435 (124,546) 310,966
Treasury stock............ (23,118) (23,118)
---------- --------- --------- --------- --------
Total shareholders'
equity................ 287,848 (24,889) 149,435 (124,546) 287,848
---------- --------- --------- --------- --------
Total liabilities and
shareholders' equity.. $ 448,482 $ 37,350 $ 352,385 $(124,546) $713,671
========== ========= ========= ========= ========
</TABLE>

F-38
<PAGE>

AMERICREDIT CORP.

SUPPLEMENTARY INFORMATION
CONSOLIDATING STATEMENT OF INCOME
Year Ended June 30, 1996
(Dollars in Thousands)

<TABLE>
<CAPTION>
AmeriCredit Non-
Corp. Guarantors Guarantors Eliminations Consolidated
----------- ---------- ---------- ------------ ------------
<S> <C> <C> <C> <C> <C>
Revenue:
Finance charge
income.............. $32,050 $19,656 $51,706
Gain on sale of
receivables......... 11,459 9,946 21,405
Servicing fee income.. 26,398 161 $(22,667) 3,892
Other income.......... $11,499 1,780 653 (11,300) 2,632
Equity in income of
affiliates.......... 24,571 (24,571)
------- ------- ------- -------- -------
36,070 71,687 30,416 (58,538) 79,635
------- ------- ------- -------- -------
Costs and expenses:
Operating expenses.... 3,700 41,359 3,289 (22,667) 25,681
Provision for losses.. 7,912 7,912
Interest expense...... 371 15,212 8,846 (11,300) 13,129
------- ------- ------- -------- -------
4,071 64,483 12,135 (33,967) 46,722
------- ------- ------- -------- -------
Income before income
taxes................. 31,999 7,204 18,281 (24,571) 32,913
Income tax provision.... 11,234 914 12,148
------- ------- ------- -------- -------
Net income.............. $20,765 $ 6,290 $18,281 $(24,571) $20,765
======= ======= ======= ======== =======
</TABLE>

F-39
<PAGE>

AMERICREDIT CORP.

SUPPLEMENTARY INFORMATION
CONSOLIDATING STATEMENT OF INCOME
Year Ended June 30, 1997
(Dollars in Thousands)

<TABLE>
<CAPTION>
AmeriCredit Non-
Corp. Guarantors Guarantors Eliminations Consolidated
----------- ---------- ---------- ------------ ------------
<S> <C> <C> <C> <C> <C>
Revenue:
Finance charge
income.............. $ 36,633 $ 8,277 $ 44,910
Gain on sale of
receivables......... $ (855) 2,939 50,239 52,323
Servicing fee income.. 56,343 6,230 $(39,081) 23,492
Other income.......... 18,348 1,280 914 (17,911) 2,631
Equity in income of
affiliates.......... 24,119 (24,119)
------- -------- ------- -------- --------
41,612 97,195 65,660 (81,111) 123,356
------- -------- ------- -------- --------
Costs and expenses:
Operating expenses.... 5,282 83,997 1,717 (39,081) 51,915
Provision for
losses.............. 6,595 6,595
Interest expense...... 5,116 17,202 11,905 (17,911) 16,312
------- -------- ------- -------- --------
10,398 107,794 13,622 (56,992) 74,822
------- -------- ------- -------- --------
Income before income
taxes................. 31,214 (10,599) 52,038 (24,119) 48,534
Income tax provision.... 1,365 (2,481) 19,801 18,685
------- -------- ------- -------- --------
Net income.............. $29,849 $ (8,118) $32,237 $(24,119) $ 29,849
======= ======== ======= ======== ========
</TABLE>

F-40
<PAGE>

AMERICREDIT CORP.

SUPPLEMENTARY INFORMATION
CONSOLIDATING STATEMENT OF INCOME
Year Ended June 30, 1998
(Dollars in Thousands)

<TABLE>
<CAPTION>
AmeriCredit Non-
Corp. Guarantors Guarantors Eliminations Consolidated
----------- ---------- ---------- ------------ ------------
<S> <C> <C> <C> <C> <C>
Revenue:
Finance charge
income.............. $ 39,114 $ 16,723 $ 55,837
Gain on sale of
receivables......... $(6,729) 1,350 108,573 103,194
Servicing fee income.. 91,682 9,822 $(53,594) 47,910
Other income.......... 31,029 1,268 741 (30,643) 2,395
Equity in income of
affiliates.......... 50,179 (50,179)
------- -------- -------- -------- --------
74,479 133,414 135,859 134,416 209,336
------- -------- -------- -------- --------
Costs and expenses:
Operating expenses.... 10,800 137,273 5 (53,594) 94,484
Provision for losses.. 7,555 7,555
Interest expense...... 14,776 24,192 18,810 (30,643) 27,135
------- -------- -------- -------- --------
25,576 169,020 18,815 (84,237) 129,174
------- -------- -------- -------- --------
Income before income
taxes................. 48,903 (35,606) 117,044 (50,179) 80,162
Income tax provision.... (398) (11,148) 42,407 30,861
------- -------- -------- -------- --------
Net income.............. $49,301 $(24,458) $ 74,637 $(50,179) $ 49,301
======= ======== ======== ======== ========
</TABLE>

F-41
<PAGE>

AMERICREDIT CORP.

SUPPLEMENTARY INFORMATION
CONSOLIDATING STATEMENT OF CASH FLOWS
Year Ended June 30, 1996
(Dollars in Thousands)

<TABLE>
<CAPTION>
AmeriCredit Non-
Corp. Guarantors Guarantors Eliminations Consolidated
----------- ---------- ---------- ------------ ------------
<S> <C> <C> <C> <C> <C>
Cash flows from
operating activities
Net income............ $ 20,765 $ 6,290 $ 18,281 $ (24,571) $ 20,765
Adjustments to
reconcile net
income to net cash
provided by
operating
activities:
Depreciation and
amortization........ 49 1,479 1,528
Provision for
losses.............. 7,912 7,912
Deferred income
taxes............... 13,596 (2,432) 11,164
Non-cash servicing
fee income.......... (1,079) (1,079)
Non-cash gain on sale
of auto
receivables......... 1,014 (16,431) (15,417)
Distributions from
Trusts.............. 1,235 1,235
Equity in income of
affiliates.......... (24,571) 24,571
Changes in assets and
liabilities
Other assets....... 362 (1,857) 511 (984)
Accrued taxes and
expenses......... 1,273 8,606 (473) 9,406
-------- --------- --------- --------- ---------
Net cash provided
by operating
activities....... 11,474 21,012 2,044 34,530
-------- --------- --------- --------- ---------
Cash flows from
investing activities
Purchases of auto
receivables......... (417,235) (115,646) 115,646 (417,235)
Principal collections
and recoveries on
receivables......... 37,894 57,054 94,948
Net proceeds from
sale of auto
receivables......... 262,243 115,646 (115,646) 262,243
Initial deposits to
restricted cash..... (2,939) (2,939)
Purchases of property
and equipment....... 2,536 (5,698) (3,162)
Decrease in other
assets.............. 3,707 (311) 3,396
Net change in
investment in
affiliates.......... (2,746) 2,743 3
-------- --------- --------- --------- ---------
Net cash used by
investment
activities.......... 3,497 (120,053) 53,807 (62,749)
-------- --------- --------- --------- ---------
Cash flows from
financing activities
Net change in
warehouse credit
facilities.......... 86,000 86,000
Payments on other
notes payable....... (298) (66,673) (66,971)
Proceeds from
issuance of common
stock............... 3,731 3,731
Purchase of treasury
stock............... (10,710) (10,710)
Net change in due
(to) from
affiliates.......... (29,794) 19,348 10,446
-------- --------- --------- --------- ---------
Net cash provided by
financing
activities.......... (37,071) 105,348 (56,227) 12,050
-------- --------- --------- --------- ---------
Net increase
(decrease) in cash
and cash
equivalents......... (22,100) 6,307 (376) (16,169)
Cash and cash
equivalents at
beginning of year... 17,187 (6,394) 7,521 18,314
-------- --------- --------- --------- ---------
Cash and cash
equivalents at end
of year............. $ (4,913) $ (87) $ 7,145 $ $ 2,145
======== ========= ========= ========= =========
</TABLE>

F-42
<PAGE>

AMERICREDIT CORP.

SUPPLEMENTARY INFORMATION
CONSOLIDATING STATEMENT OF CASH FLOWS
Year Ended June 30, 1997
(Dollars in Thousands)

<TABLE>
<CAPTION>
AmeriCredit Non-
Corp. Guarantors Guarantors Eliminations Consolidated
----------- ---------- ---------- ------------ ------------
<S> <C> <C> <C> <C> <C>
Cash flows from
operating activities
Net income............ $ 29,849 $ (8,118) $ 32,237 $ (24,119) $ 29,849
Adjustments to
reconcile net
income to net cash
provided by
operating
activities:
Depreciation and
amortization........ 28 2,175 2,203
Provision for
losses.............. 6,595 6,595
Deferred income
taxes............... 135 (1,048) 19,799 18,886
Non-cash servicing
fee income.......... (7,991) (7,991)
Non-cash gain on
sale of auto
receivables...... (52,534) (52,534)
Distributions from
Trusts.............. 19,347 19,347
Equity in income of
affiliates.......... (24,119) 24,119
Changes in assets and
liabilities
Other assets....... 917 (3,083) (175) (2,341)
Accrued taxes and
expenses......... 4,835 18,278 (1,124) 21,989
--------- --------- --------- --------- ---------
Net cash provided by
operating activities.. 11,645 (37,735) 62,093 36,003
--------- --------- --------- --------- ---------
Cash flows from
investing activities
Purchases of auto
receivables......... (896,711) (814,107) 814,107 (896,711)
Originations of
mortgage
receivables......... (53,770) (53,770)
Principal collections
and recoveries on
receivables......... 22,672 41,717 64,389
Net proceeds from
sale of auto
receivables......... 814,107 814,107 (814,107) 814,107
Net proceeds from
sale of mortgage
receivables......... 52,489 52,489
Initial deposits to
restricted cash..... (71,400) (71,400)
Decrease in other
assets.............. 58 2,402 2,460
Purchases of property
and equipment....... (81) (4,430) (4,511)
Net change in
investment in
affiliates.......... 25,605 (22,981) (2,624)
--------- --------- --------- --------- ---------
Net cash used by
investment
activities.......... 25,582 (88,624) (29,905) (92,947)
--------- --------- --------- --------- ---------
Cash flows from
financing activities
Net change in
warehouse credit
facilities.......... (17,264) (17,264)
Proceeds from
issuance of senior
notes............... 120,894 120,894
Payments on other
notes payable....... (552) (44,158) (44,710)
Purchase of treasury
stock............... (4,387) (4,387)
Proceeds from
issuance of common
stock............... 6,293 6,293
Net change in due
(to) from
affiliates.......... (154,562) 147,698 6,864
--------- --------- --------- --------- ---------
Net cash provided by
financing
activities.......... (32,314) 130,434 (37,294) 60,826
--------- --------- --------- --------- ---------
Net increase (decrease)
in cash and cash
equivalents........... 4,913 4,075 (5,106) 3,882
Cash and cash
equivalents at
beginning of year..... (4,913) (87) 7,145 2,145
--------- --------- --------- --------- ---------
Cash and cash
equivalents at end of
year.................. $ $ 3,988 $ 2,039 $ $ 6,027
========= ========= ========= ========= =========
</TABLE>

F-43
<PAGE>

AMERICREDIT CORP.

SUPPLEMENTARY INFORMATION
CONSOLIDATING STATEMENT OF CASH FLOWS
Year Ended June 30, 1998
(Dollars in Thousands)

<TABLE>
<CAPTION>
AmeriCredit Non-
Corp. Guarantors Guarantors Eliminations Consolidated
----------- ----------- ----------- ------------ ------------
<S> <C> <C> <C> <C> <C>
Cash flows from
operating activities
Net income............ $ 49,301 $ (24,458) $ 74,637 $ (50,179) $ 49,301
Adjustments to
reconcile net income
to net cash provided
by operating
activities:
Depreciation and
amortization......... 50 4,448 4,498
Provision for losses.. 7,555 7,555
Deferred income
taxes................ 390 (11,826) 42,410 30,974
Non-cash servicing fee
income............... (10,867) (10,867)
Non-cash gain on sale
of auto receivables.. (96,405) (96,405)
Distributions from
Trusts............... 43,807 43,807
Equity in income of
affiliates........... (50,179) 50,179
Changes in assets and
liabilities
Other assets.......... (420) (739) (2,165) (3,324)
Accrued taxes and
expenses............. (10,368) 25,963 (3,321) 12,274
-------- ----------- ----------- ----------- -----------
Net cash provided by
operating activities... (11,226) 943 48,096 37,813
-------- ----------- ----------- ----------- -----------
Cash flows from
investing activities
Purchases of auto
receivables.......... (1,717,006) (1,777,748) 1,777,748 (1,717,006)
Originations of
mortgage
receivables.......... (137,169) (137,169)
Principal collections
and recoveries on
receivables.......... 11,984 6,400 18,384
Net proceeds from sale
of auto receivables.. 1,777,748 1,632,357 (1,777,748) 1,632,357
Net proceeds from sale
of mortgage
receivables.......... 119,683 119,683
Initial deposits to
restricted cash...... (56,725) (56,725)
Purchases of property
and equipment........ 11 (9,467) (9,456)
Decrease in other
assets............... 5,000 64 5,064
Net change in
investment in
affiliates........... (9,998) (3,921) (2) 13,921
-------- ----------- ----------- ----------- -----------
Net cash used by
investment
activities........... (4,987) 41,852 (195,654) 13,921 (144,868)
-------- ----------- ----------- ----------- -----------
Cash flows from
financing activities
Net change in
warehouse credit
facilities........... (47,145) 140,708 93,563
Proceeds from issuance
of senior notes...... 47,762 47,762
Payments on other
notes payable........ (1,346) (7) (23,689) (25,042)
Proceeds from issuance
of common stock...... 17,832 13,921 (13,921) 17,832
Net change in due (to)
from affiliates...... (48,035) 30,526 17,509
-------- ----------- ----------- ----------- -----------
Net cash provided by
financing
activities........... 16,213 (16,626) 148,449 (13,921) 134,115
-------- ----------- ----------- ----------- -----------
Net increase (decrease)
in cash and cash
equivalents............ 26,169 891 27,060
Cash and cash
equivalents at
beginning of year...... 3,988 2,039 6,027
-------- ----------- ----------- ----------- -----------
Cash and cash
equivalents at end of
year................... $ $ 30,157 $ 2,930 $ $ 33,087
======== =========== =========== =========== ===========
</TABLE>

F-44
<PAGE>

SUBJECT TO COMPLETION, DATED August 17, 1999

[LOGO OF AMERICREDIT CORP. APPEARS HERE]

8,000,000 Shares
Common Stock

AmeriCredit Corp. is offering 8,000,000 shares of its common stock to be
sold in the offering. AmeriCredit's common stock is quoted on the New York
Stock Exchange under the symbol "ACF." The last reported sale price of the
common stock on the New York Stock Exchange on July 15, 1999 was $16.00 per
share.

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

Investing in our common stock involves risks.
See "Risk Factors" beginning on page 9.

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

AmeriCredit has granted the underwriters a 30-day option to purchase up to
an additional 1,200,000 of common stock to cover over-allotments. BancBoston
Robertson Stephens Inc. expects to deliver the shares of common stock against
payment in New York on , 1999.

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

BancBoston Robertson Stephens International Limited

Salomon Smith Barney International

U.S. Bancorp Piper Jaffray

The date of this prospectus is , 1999.
<PAGE>

UNDERWRITING

<TABLE>
<CAPTION>
U.S. Underwriters Number of Shares
----------------- ----------------
<S> <C>
BancBoston Robertson Stephens Inc............................
Salomon Smith Barney Inc.....................................
U.S. Bancorp Piper Jaffray Inc...............................
<CAPTION>
International Underwriters
--------------------------
<S> <C>
BancBoston Robertson Stephens International Limited..........
Salomon Brothers International Limited.......................
U.S. Bancorp Piper Jaffray Inc. .............................
---------
Total...................................................... 8,000,000
=========
</TABLE>

The underwriters do not intend to confirm sales to any accounts over which
they exercise discretionary authority.

57
<PAGE>

We estimate expenses payable by us in connection with this offering, other
than the underwriting discounts and commissions referred to above, will be
approximately $ .

LEGAL MATTERS

EXPERTS

58
<PAGE>

[LOGO OF AMERICREDIT CORP. APPEARS HERE]

<PAGE>

Part II

INFORMATION NOT REQUIRED IN PROSPECTUS

ITEM 14. OTHER EXPENSES OF ISSUANCE AND DISTRIBUTION.

The fees and expenses incurred by the registrant in connection with the
offering are payable by the registrant and, other than registration, filing and
listing fees, are estimated as follows:

<TABLE>
<S> <C>
Securities and Exchange Commission registration fee................ $ 40,267
NASD filing fee.................................................... $ 14,393
New York Stock Exchange fee for listing of additional shares....... $ 30,000
Legal fees and expenses............................................ $100,000
Accounting fees.................................................... $ 75,000
Printing costs..................................................... $200,000
Transfer agent and custodian fees.................................. $ 20,000
Miscellaneous...................................................... $ 20,340
--------
Total............................................................ $500,000
========
</TABLE>

ITEM 15. INDEMNIFICATION OF DIRECTORS AND OFFICERS

(a) The Articles of Incorporation, as amended to date (the "Articles of
Incorporation"), of AmeriCredit Corp. (the "Company"), together with its
Bylaws, provide that the Company shall indemnify officers and directors, and
may indemnify its other employees and agents, to the fullest extent permitted
by law. The laws of the State of Texas permit, and in some cases require,
corporations to indemnify officers, directors, agents and employees who are or
have been a party to or are threatened to be made a party to litigation against
judgements, fines, settlements and reasonable expenses under certain
circumstances.

(b) The Company has also adopted provisions in its Articles of
Incorporation that limit the liability of its directors to the fullest extent
permitted by the laws of the State of Texas. Under the Company's Articles of
Incorporation, and as permitted by the laws of the State of Texas, a director
is not liable to the Company or its shareholders for breach of fiduciary duty.
Such limitation does not affect liability for: (i) a breach of the director's
duty of loyalty to the Company or its shareholders or members; (ii) an act or
omission not in good faith that constitutes a breach of duty of the director to
the Company or an act or omission that involves intentional misconduct or a
knowing violation of the law; (iii) a transaction from which the director
received an improper benefit, whether or not the benefit resulted from an
action taken with the scope of the directors office; or (iv) an act or omission
for which the liability of a director is expressly provided by an applicable
statute.

II-1
<PAGE>

ITEM 16. EXHIBITS

(a) Exhibits.

<TABLE>
<CAPTION>
Exhibit No. Description
- ----------- -----------
<S> <C>
1.1(3) --Form of Underwriting Agreement
4.1(1) --Specimen stock certificate evidencing the common stock (Exhibit 4.1)
4.2(2) --Rights Agreement, dated August 28, 1997, between the Company and ChaseMellon
Shareholder Services, L.L.C. (Exhibit 1)
5.1(4) --Opinion of Jenkens & Gilchrist, a Professional Corporation
23.1(4) --Consent of PricewaterhouseCoopers LLP
23.2(4) --Consent of Jenkens & Gilchrist, a Professional Corporation (included in its opinion filed
in Exhibit 5.1)
24.1(4) --Power of Attorney (included on signature page hereto)
</TABLE>
- --------

(1) Incorporated by reference to the exhibit shown in parenthesis included in
the Company's Annual Report on Form 10-K for the year ended June 30, 1991,
filed by the Company with the Securities and Exchange Commission.

(2) Incorporated by reference to the exhibit shown in parenthesis included in
the Company's Current Report on Form 8-K, dated August 28, 1997, filed by
the Company with the Securities and Exchange Commission.

(3) Filed herewith.

(4) Previously filed.

ITEM 17. UNDERTAKINGS

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

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

The undersigned Registrant hereby undertakes that:

(1) For purposes of determining any liability under the Securities
Act, the information omitted from the form of prospectus filed as part of
this registrations 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 shall be deemed to be part of this
registration statement as of the time it was declared effective.

(2) For the purpose of determining liability under the Securities Act,
each post-effective amendment that contains a form of prospectus shall be
deemed to be a new registrations 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.

II-2
<PAGE>

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-3 and has duly caused this
amendment no. 2 to registration statement to be signed on its behalf by the
undersigned, thereunto duly authorized, in the City of Fort Worth, State of
Texas on August 16, 1999.

Americredit Corp.

/s/ Clifton H. Morris, Jr.*
By: _________________________________
Clifton H. Morris, Jr.
Chairman of the Board and Chief
Executive Officer

Pursuant to the requirements of the Securities Act of 1933, as amended,
this amendment no. 2 to registration statement has been signed by the following
persons in their capacities and on the dates indicated.

<TABLE>
<CAPTION>
Signature Title Date
--------- ----- ----

<S> <C> <C>
/s/ Clifton H. Morris, Jr.* Chairman of the Board and August 16, 1999
______________________________________ Chief Executive Officer
Clifton H. Morris, Jr. (Principal Executive Officer)

/s/ Michael R. Barrington* Vice Chairman of the Board, August 16, 1999
______________________________________ Chief Operating Officer and
Michael R. Barrington President

/s/ Daniel E. Berce Vice Chairman of the Board and August 16, 1999
______________________________________ Chief Financial Officer
Daniel E. Berce (Principal Financial and
Accounting Officer)

/s/ Edward H. Esstman* President of AmeriCredit August 16, 1999
______________________________________ Financial Services, Inc.,
Edward H. Esstman Executive Vice President-Auto
Finance Division and Director

/s/ A.R. Dike* Director August 16, 1999
______________________________________
A.R. Dike

______________________________________ Director , 1999
James H. Greer

/s/ Douglas K. Higgins* Director August 16, 1999
______________________________________
Douglas K. Higgins

/s/ Kenneth H. Jones, Jr.* Director August 16, 1999
______________________________________
Kenneth H. Jones, Jr.
</TABLE>

*
*By: ____________________________
Daniel E. Berce, Agent
and Attorney-in-Fact

II-3

<PAGE>

EXHIBIT 1.1

Draft of August 12, 1999

Form of
Underwriting Agreement

______________, 1999

BancBoston Robertson Stephens Inc.
Salomon Smith Barney Inc.
U.S. Bancorp Piper Jaffray Inc.
As Representatives of the several Underwriters
c/o BancBoston Robertson Stephens Inc.
555 California Street, Suite 2600
San Francisco, CA 94104

Ladies and Gentlemen:

Introductory. AmeriCredit Corp. (the "Company"), proposes to issue
and sell to the several underwriters named in Schedule A (the "Underwriters") an
aggregate of 8,000,000 shares (the "Firm Shares") of its Common Stock, par value
$.01 per share (the "Common Shares"). In addition, the Company has granted to
the Underwriters an option to purchase up to an additional 1,200,000 Common
Shares (the "Option Shares"), as provided in Section 2. The Firm Shares and, if
and to the extent such option is exercised, the Option Shares are collectively
called the "Shares". BancBoston Robertson Stephens Inc., Salomon Smith Barney
Inc. and U.S. Bancorp Piper Jaffray Inc. have agreed to act as the
representatives of the several Underwriters (in such capacity, the
"Representatives") in connection with the offering and sale of the Shares.

The Company has prepared and filed with the Securities and Exchange
Commission (the "Commission") a registration statement on Form S-3 (File No.
333-82999), which contains a form of prospectus to be used in connection with
the public offering and sale of the Shares. Such registration statement, as
amended, including the financial statements, exhibits and schedules thereto, in
the form in which it was declared effective by the Commission under the
Securities Act of 1933 and the rules and regulations promulgated thereunder
(collectively, the "Securities Act"), including all documents incorporated or to
be deemed incorporated by reference therein and any information deemed to be a
part thereof at the time of effectiveness pursuant to Rule 430A or Rule 434
under the Securities Act or the Securities Exchange Act of 1934 and the rules
and regulations promulgated thereunder (collectively, the "Exchange Act"), is
called the "Registration Statement". Any
<PAGE>

registration statement filed by the Company pursuant to Rule 462(b) under the
Securities Act is called the "Rule 462(b) Registration Statement", and from and
after the date and time of filing of the Rule 462(b) Registration Statement the
term "Registration Statement" shall include the Rule 462(b) Registration
Statement. Such prospectus, in the form first used by the Underwriters to
confirm sales of the Shares, is called the "Prospectus"; provided, however, if
the Company has, with the consent of BancBoston Robertson Stephens Inc., elected
to rely upon Rule 434 under the Securities Act, the term "Prospectus" shall mean
the Company's prospectus subject to completion (each, a "preliminary
prospectus") dated July 27,1999 (such preliminary prospectus is called the "Rule
434 preliminary prospectus"), together with the applicable term sheet (the "Term
Sheet") prepared and filed by the Company with the Commission under Rules 434
and 424(b) under the Securities Act and all references in this Agreement to the
date of the Prospectus shall mean the date of the Term Sheet. All references in
this Agreement to (i) the Registration Statement, the Rule 462(b) Registration
Statement, a preliminary prospectus, the Prospectus or the Term Sheet, or any
amendments or supplements to any of the foregoing, shall include any copy
thereof filed with the Commission pursuant to its Electronic Data Gathering,
Analysis and Retrieval System ("EDGAR"). All references in this Agreement to
financial statements and schedules and other information which is "contained,"
"included" or "stated" in the Registration Statement or the Prospectus (and all
other references of like import) shall be deemed to mean and include all such
financial statements and schedules and other information which is or is deemed
to be incorporated by reference in the Registration Statement or the Prospectus,
as the case may be; and all references in this Agreement to amendments or
supplements to the Registration Statement or the Prospectus shall be deemed to
mean and include the filing of any document under the Exchange Act which is or
is deemed to be incorporated by reference in the Registration Statement or the
Prospectus, as the case may be.

The Company hereby confirms its agreements with the Underwriters as
follows:

Section 1. Representations and Warranties of the Company.

A. Representations and Warranties of the Company. The Company hereby
represents, warrants and covenants to each Underwriter as follows:

(a) Compliance with Registration Requirements. The Registration Statement
and any Rule 462(b) Registration Statement have been declared effective by the
Commission under the Securities Act. The Company has complied to the
Commission's satisfaction with all requests of the Commission for additional or
supplemental information. No stop order suspending the effectiveness of the
Registration Statement or any Rule 462(b) Registration Statement is in effect
and no proceedings for such purpose have been instituted or are pending or, to
the best knowledge of the Company, are contemplated or threatened by the
Commission.

Each preliminary prospectus and the Prospectus when filed complied in
all material respects with the Securities Act and, if filed by electronic
transmission pursuant to EDGAR (except as may be permitted by Regulation S-T
under the Securities Act), was identical to the copy thereof delivered to the
Underwriters for use in connection with the offer and sale of the Shares. Each
of

2
<PAGE>

the Registration Statement, any Rule 462(b) Registration Statement and any
post-effective amendment thereto, at the time it became effective and at all
subsequent times, complied and will comply in all material respects with the
Securities Act and did not and will not contain any untrue statement of a
material fact or omit to state a material fact required to be stated therein or
necessary to make the statements therein not misleading. The Prospectus, as
amended or supplemented, as of its date and at all subsequent times, did not and
will not contain any untrue statement of a material fact or omit to state a
material fact necessary in order to make the statements therein, in the light of
the circumstances under which they were made, not misleading. The
representations and warranties set forth in the two immediately preceding
sentences do not apply to statements in or omissions from the Registration
Statement, any Rule 462(b) Registration Statement, or any post-effective
amendment thereto, or the Prospectus, or any amendments or supplements thereto,
made in reliance upon and in conformity with information relating to any
Underwriter furnished to the Company in writing by the Representatives expressly
for use therein. There are no contracts or other documents required to be
described in the Prospectus or to be filed as exhibits to the Registration
Statement which have not been described or filed as required.

(b) Offering Materials Furnished to Underwriters. The Company has
delivered to the Representatives three complete conformed copy of the
Registration Statement and of each consent and certificate of experts filed as a
part thereof, and conformed copies of the Registration Statement (without
exhibits) and preliminary prospectuses and the Prospectus, as amended or
supplemented, in such quantities and at such places as the Representatives have
reasonably requested for each of the Underwriters.

(c) Distribution of Offering Material By the Company. The Company has not
distributed and will not distribute, prior to the later of the Second Closing
Date (as defined below) and the completion of the Underwriters' distribution of
the Shares, any offering material in connection with the offering and sale of
the Shares other than a preliminary prospectus, the Prospectus or the
Registration Statement.

(d) The Underwriting Agreement. This Agreement has been duly authorized,
executed and delivered by, and is a valid and binding agreement of, the Company,
enforceable in accordance with its terms, except as rights to indemnification
hereunder may be limited by applicable law and except as the enforcement hereof
may be limited by bankruptcy, insolvency, reorganization, moratorium or other
similar laws relating to or affecting the rights and remedies of creditors or by
general equitable principles.

(e) Authorization of the Shares To Be Sold by the Company. The Shares to
be purchased by the Underwriters from the Company have been duly authorized for
issuance and sale pursuant to this Agreement and, when issued and delivered by
the Company pursuant to this Agreement, will be validly issued, fully paid and
nonassessable.

(f) No Applicable Registration or Other Similar Rights. There are no
persons with registration or other similar rights to have any equity or debt
securities registered for sale under the

3
<PAGE>

Registration Statement or included in the offering contemplated by this
Agreement, with respect to the Shares included in the Registration Statement,
except for such rights as have been duly waived or expired after notice.

(g) No Material Adverse Change. Subsequent to the respective dates as of
which information is given in the Prospectus: (i) there has been no material
adverse change, or any development that could reasonably be expected to result
in a material adverse change, in the condition, financial or otherwise, or in
the earnings, business, operations or prospects, whether or not arising from
transactions in the ordinary course of business, of the Company and its
subsidiaries, considered as one entity (any such change or effect, where the
context so requires, is called a "Material Adverse Change" or a "Material
Adverse Effect"); (ii) the Company and its subsidiaries, considered as one
entity, have not incurred any material liability or obligation, indirect, direct
or contingent, not in the ordinary course of business nor entered into any
material transaction or agreement not in the ordinary course of business; and
(iii) there has been no dividend or distribution of any kind declared, paid or
made by the Company or, except for dividends paid to the Company or other
subsidiaries, any of its subsidiaries on any class of capital stock or
repurchase or redemption by the Company or any of its subsidiaries of any class
of capital stock.

(h) Independent Accountants. PricewaterhouseCoopers LLP, who have
expressed their opinion with respect to the financial statements (which term as
used in this Agreement includes the related notes thereto) filed with the
Commission as a part of the Registration Statement and included in the
Prospectus, are independent public or certified public accountants as required
by the Securities Act and the Exchange Act.

(i) Preparation of the Financial Statements. The financial statements
filed with the Commission as a part of the Registration Statement and included
in the Prospectus present fairly the consolidated financial position of the
Company and its subsidiaries as of and at the dates indicated and the results of
their operations and cash flows for the periods specified. No other financial
statements or supporting schedules are required to be included in the
Registration Statement. The financial data set forth in the Prospectus under
the captions "Selected Financial and Operating Information", "Capitalization"
and "Selected Consolidated Financial Data" fairly present the information set
forth therein on a basis consistent with that of the audited financial
statements contained in the Registration Statement. The pro forma portfolio-
based financial statements of the Company and its subsidiaries and the related
notes thereto included under the caption "Management's Discussion and Analysis
of Financial Condition and Results of Operations--Results of Operations--Pro-
Forma "Portfolio-Based" Earnings Data" and elsewhere in the Prospectus and in
the Registration Statement present fairly the information contained therein,
have been prepared in accordance with the Commission's rules and guidelines with
respect to pro forma financial statements and have been properly presented on
the bases described therein, and the assumptions used in the preparation thereof
are reasonable and the adjustments used therein are appropriate to give effect
to the transactions and circumstances referred to therein. No other pro forma
financial information is required to be included in the Registration Statement
pursuant to Regulation S-X.

4
<PAGE>

(j) Company's Accounting System. The Company and each of its subsidiaries
maintain a system of accounting controls sufficient to provide reasonable
assurances that (i) transactions are executed in accordance with management's
general or specific authorization; (ii) transactions are recorded as necessary
to permit preparation of financial statements in conformity with generally
accepted accounting principles as applied in the United States and to maintain
accountability for assets; (iii) access to assets is permitted only in
accordance with management's general or specific authorization; and (iv) the
recorded accountability for assets is compared with existing assets at
reasonable intervals and appropriate action is taken with respect to any
differences.

(k) Subsidiaries of the Company. Other than entities formed in connection
with the securitization transactions, the Company does not own or control,
directly or indirectly, any corporation, association or other entity other than
the subsidiaries listed in Exhibit 21 to the Company's Form S-4 Registration
Statement filed with the Commission on June 15, 1999.

(l) Incorporation and Good Standing of the Company and its Subsidiaries.
Each of the Company and its subsidiaries has been duly organized and is validly
existing as a corporation or limited liability company, as the case may be, in
good standing under the laws of the jurisdiction in which it is organized with
full corporate power and authority to own its properties and conduct its
business as described in the prospectus, and is duly qualified to do business as
a foreign corporation and is in good standing under the laws of each
jurisdiction which requires such qualification except where the failure to be so
qualified or in good standing would not result in a Material Adverse Effect.

(m) Capitalization of the Subsidiaries. All the outstanding shares of
capital stock of each subsidiary have been duly and validly authorized and
issued and are fully paid and nonassessable, and, except as otherwise set forth
in the Prospectus, all outstanding shares of capital stock of the subsidiaries
are owned by the Company either directly or through wholly owned subsidiaries
free and clear of any security interests, claims, liens or encumbrances.

(n) No Prohibition on Subsidiaries from Paying Dividends or Making Other
Distributions. No subsidiary of the Company is currently prohibited, directly
or indirectly, from paying any dividends to the Company, from making any other
distribution on such subsidiary's capital stock, from repaying to the Company
any loans or advances to such subsidiary from the Company or from transferring
any of such subsidiary's property or assets to the Company or any other
subsidiary of the Company, except as described in or contemplated by the
Prospectus.

(o) Capitalization and Other Capital Stock Matters. The authorized, issued
and outstanding capital stock of the Company is as set forth in the Prospectus
under the caption "Capitalization" (other than for subsequent issuances, if any,
pursuant to employee benefit plans described in the Incorporated Documents or
upon exercise of outstanding options or warrants described in the Incorporated
Documents). The Common Shares (including the Shares) conform in all material
respects to the description thereof contained in the Incorporated Documents. All
of the issued and outstanding Common Shares have been duly authorized and
validly issued, are fully paid and nonassessable and have been issued in
compliance with federal and state securities laws. None

5
<PAGE>

of the outstanding Common Shares were issued in violation of any preemptive
rights, rights of first refusal or other similar rights to subscribe for or
purchase securities of the Company. There are no authorized or outstanding
options, warrants, preemptive rights, rights of first refusal or other rights to
purchase, or equity or debt securities convertible into or exchangeable or
exercisable for, any capital stock of the Company or any of its subsidiaries
other than those accurately described in the Incorporated Documents or
subsequently granted to employees pursuant to employee benefit plans described
in the Incorporated Documents. The description of the Company's stock option,
stock bonus and other stock plans or arrangements, and the options or other
rights granted thereunder, set forth in the Incorporated Documents accurately
and fairly presents the information required to be shown with respect to such
plans, arrangements, options and rights.

(p) Stock Exchange Listing. The Shares are registered pursuant to Section
12(g) of the Exchange Act and are listed on the New York Stock Exchange (the
"NYSE"), and the Company has taken no action designed to, or likely to have the
effect of, terminating the registration of the Common Shares under the Exchange
Act or delisting the Common Shares from the NYSE, nor has the Company received
any notification that the Commission or the NYSE is contemplating terminating
such registration or listing.

(q) No Consents, Approvals or Authorizations Required. No consent,
approval, authorization, filing with or order of any court or governmental
agency or regulatory body is required in connection with the transactions
contemplated herein, except such as have been obtained or made under the
Securities Act and such as may be required (i) under the blue sky laws of any
jurisdiction in connection with the purchase and distribution of the Shares by
the Underwriters in the manner contemplated here and in the Prospectus, (ii) by
the National Association of Securities Dealers, LLC and (iii) by the federal and
provincial laws of Canada.

(r) Non-Contravention of Existing Instruments Agreements. Neither the
issue and sale of the Shares nor the consummation of any other of the
transactions herein contemplated nor the fulfillment of the terms hereof will
conflict with, result in a breach or violation or imposition of any lien, charge
or encumbrance upon any property or assets of the Company or any of its
subsidiaries pursuant to, (i) the charter or by-laws of the Company or any of
its subsidiaries, (ii) the terms of any indenture, contract, lease, mortgage,
deed of trust, note agreement, loan agreement or other agreement, obligation,
condition, covenant or instrument to which the Company or any of its
subsidiaries is a party or bound or to which its or their property is subject or
(iii) any statute, law, rule, regulation, judgment, order or decree applicable
to the Company or any of its subsidiaries of any court, regulatory body,
administrative agency, governmental body, arbitrator or other authority having
jurisdiction over the Company or any of its subsidiaries or any of its or their
properties.

(s) No Defaults or Violations. Neither the Company nor any subsidiary is
in violation or default of (i) any provision of its charter or by-laws, (ii) the
terms of any material indenture, contract, lease, mortgage, deed of trust, note
agreement, loan agreement or other agreement, obligation, condition, covenant or
instrument to which it is a party or bound or to which its property is subject
or (iii) any statute, law, rule, regulation, judgment, order or decree of any
court, regulatory

6
<PAGE>

body, administrative agency, governmental body, arbitrator or other authority
having jurisdiction over the Company or such subsidiary or any of its
properties, as applicable, except any such violation or default which would not,
singly or in the aggregate, result in a Material Adverse Change except as
otherwise disclosed in the Prospectus.

(t) No Actions, Suits or Proceedings. Except as otherwise disclosed in the
Prospectus, no action, suit or proceeding by or before any court or governmental
agency, authority or body or any arbitrator involving the Company or any of its
subsidiaries or its or their property is pending or, to the best knowledge of
the Company, threatened that (i) could reasonably be expected to have a Material
Adverse Effect on the performance of this Agreement or the consummation of any
of the transactions contemplated hereby or (ii) could reasonably be expected to
result in a Material Adverse Effect.

(u) All Necessary Permits, Etc. The Company and each subsidiary possess
such valid and current certificates, authorizations or permits issued by the
appropriate state, federal or foreign regulatory agencies or bodies necessary to
conduct their respective businesses, and neither the Company nor any subsidiary
has received any notice of proceedings relating to the revocation or
modification of, or non-compliance with, any such certificate, authorization or
permit which, singly or in the aggregate, if the subject of an unfavorable
decision, ruling or finding, could result in a Material Adverse Change.

(v) Title to Properties. The Company and each of its subsidiaries has good
and marketable title to all the properties and assets reflected as owned in the
financial statements referred to in Section 1(A)(i) above, in each case free and
clear of any security interests, mortgages, liens, encumbrances, equities,
claims and other defects, except the pledge of stock of AFS Funding Corp. to
Financial Security Assurance disclosed in the Prospectus, or such as do not
materially and adversely affect the value of such property and do not materially
interfere with the use made or proposed to be made of such property by the
Company or such subsidiary. The real property, improvements, equipment and
personal property held under lease by the Company or any subsidiary are held
under valid and enforceable leases, with such exceptions as are not material and
do not materially interfere with the use made or proposed to be made of such
real property, improvements, equipment or personal property by the Company or
such subsidiary.

(w) Tax Law Compliance. The Company and its subsidiaries have filed all
necessary federal, state and foreign income and franchise tax returns and have
paid all taxes required to be paid by any of them and, if due and payable, any
related or similar assessment, fine or penalty levied against any of them. The
Company has made adequate charges, accruals and reserves in the applicable
financial statements referred to in Section 1(A)(i) above in respect of all
federal, state and foreign income and franchise taxes for all periods as to
which the tax liability of the Company or any of its subsidiaries has not been
finally determined. The Company is not aware of any tax deficiency that has
been or might reasonably be asserted or threatened against the Company that
could result in a Material Adverse Change.

7
<PAGE>

(x) Intellectual Property Rights. Each of the Company and its subsidiaries
owns or possesses adequate rights to use all patents, patent rights or licenses,
inventions, collaborative research agreements, trade secrets, know-how,
trademarks, service marks, trade names and copyrights which are necessary to
conduct its businesses as described in the Registration Statement and Prospectus
and any Incorporated Document; the expiration of any patents, patent rights,
trade secrets, trademarks, service marks, trade names or copyrights would not
result in a Material Adverse Change that is not otherwise disclosed in the
Prospectus; the Company has not received any notice of, and has no knowledge of,
any infringement of or conflict with asserted rights of the Company by others
with respect to any patent, patent rights, inventions, trade secrets, know-how,
trademarks, service marks, trade names or copyrights; and the Company has not
received any notice of, and has no knowledge of, any infringement of or conflict
with asserted rights of others with respect to any patent, patent rights,
inventions, trade secrets, know-how, trademarks, service marks, trade names or
copyrights which, singly or in the aggregate, if the subject of an unfavorable
decision, ruling or finding, might have a Material Adverse Change. There is no
claim being made against the Company regarding patents, patent rights or
licenses, inventions, collaborative research, trade secrets, know-how,
trademarks, service marks, trade names or copyrights. The Company and its
subsidiaries do not in the conduct of their business as now or proposed to be
conducted as described in the Prospectus infringe or conflict with any right or
patent of any third party, or any discovery, invention, product or process which
is the subject of a patent application filed by any third party, known to the
Company or any of its subsidiaries, which such infringement or conflict is
reasonably likely to result in a Material Adverse Change.

(y) Year 2000 Preparedness. There are no issues related to the Company's,
or any of its subsidiaries', preparedness for the Year 2000 that (i) are of a
character required to be described or referred to in the Registration Statement
or Prospectus or any Incorporated Document by the Securities Act or by the
Exchange Act which have not been accurately described in the Registration
Statement or Prospectus or any Incorporated Document or (ii) might reasonably be
expected to result in any Material Adverse Change or that might materially
affect their properties, assets or rights. All internal computer systems and
each Constituent Component (as defined below) of those systems and all computer-
related products and each Constituent Component (as defined below) of those
products of the Company and each of its subsidiaries will fully comply with Year
2000 Qualification Requirements by December 31, 1999. "Year 2000 Qualifications
Requirements" means that the internal computer systems and each Constituent
Component (as defined below) of those systems and all computer-related products
and each Constituent Component of those products of the Company and each of its
Subsidiaries (i) have been reviewed to confirm that they store, process
(including sorting and performing mathematical operations, calculations and
computations), input and output data containing date and information correctly
regardless of whether the date contains dates and times before, on or after
January 1, 2000, (ii) have been designated to ensure date and time entry
recognition and calculations, and date data interface values that reflect the
century, (iii) accurately manage and manipulate data involving dates and times,
including single century formulas and multi-century formulas, and will not cause
an abnormal ending scenario within the application or generate incorrect values
or invalid results involving such dates, (iv) accurately process any date
rollover, and (v) accept and respond to two-digit year date input in a manner
that resolves any

8
<PAGE>

ambiguities as to the century. "Constituent Component" means all software
(including operating systems, programs, packages and utilities), firmware,
hardware, networking components, and peripherals provided as part of the
configuration. The Company has inquired of material vendors as to their
preparedness for the Year 2000 and has disclosed in the Registration Statement
or Prospectus any issues that might reasonably be expected to result in any
Material Adverse Change.

(z) No Transfer Taxes or Other Fees. There are no transfer taxes or other
similar fees or charges under Federal law or the laws of any state, or any
political subdivision thereof, required to be paid in connection with the
execution and delivery of this Agreement or the issuance and sale by the Company
of the Shares.

(aa) Company Not an "Investment Company". The Company has been advised of
the rules and requirements under the Investment Company Act of 1940, as amended
(the "Investment Company Act"). The Company is not, and after receipt of
payment for the Shares will not be, an "investment company" or an entity
"controlled" by an "investment company" within the meaning of the Investment
Company Act and will conduct its business in a manner so that it will not become
subject to the Investment Company Act.

(bb) Insurance. Each of the Company and its subsidiaries are insured by
recognized, financially sound and reputable institutions with policies in such
amounts and with such deductibles and covering such risks as are generally
deemed adequate and customary for their businesses including, but not limited
to, policies covering real and personal property owned or leased by the Company
and its subsidiaries against theft, damage, destruction, acts of vandalism and
earthquakes, general liability and Directors and Officers liability. The
Company has no reason to believe that it or any subsidiary will not be able (i)
to renew its existing insurance coverage as and when such policies expire or
(ii) to obtain comparable coverage from similar institutions as may be necessary
or appropriate to conduct its business as now conducted and at a cost that would
not result in a Material Adverse Change. Neither of the Company nor any
subsidiary has been denied any insurance coverage which it has sought or for
which it has applied.

(cc) Labor Matters. No labor disturbance by the employees of the Company or
any of its subsidiaries exists or, to the best of Company's knowledge is
imminent; and the Company is not aware of any existing or imminent labor
disturbance by the employees of any of its principal suppliers that might be
expected to result in a Material Adverse Change.

(dd) No Price Stabilization or Manipulation. The Company has not taken and
will not take, directly or indirectly, any action designed to or that might be
reasonably expected to cause or result in stabilization or manipulation of the
price of the Common Stock to facilitate the sale or resale of the Shares.

(ee) Lock-Up Agreements. Each executive officer and director of the
Company has agreed to sign an agreement substantially in the form attached
hereto as Exhibit A (the "Lock-up Agreements"). The Company has provided to
counsel for the Underwriters true, accurate and

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<PAGE>

complete copies of all of the Lock-up Agreements presently in effect or effected
hereby. The Company hereby represents and warrants that it will not release any
of its executive officers, directors or other shareholders from any Lock-up
Agreements currently existing or hereafter effected without the prior written
consent of BancBoston Robertson Stephens Inc.

(ff) Related Party Transactions. There are no business relationships or
related-party transactions involving the Company or any subsidiary or any other
person required to be described in the Prospectus which have not been described
in the Prospectus or in any Incorporated Document as required.

(aaa) No Unlawful Contributions or Other Payments. Neither the Company nor
any of its subsidiaries nor, to the best of the Company's knowledge, any
employee or agent of the Company or any subsidiary, has made any contribution or
other payment to any official of, or candidate for, any federal, state or
foreign office in violation of any law or of the character required to be
disclosed in the Prospectus.

(bbb) Environmental Laws. (i) The Company is in compliance with all rules,
laws and regulations relating to the use, treatment, storage and disposal of
toxic substances and protection of health or the environment ("Environmental
Laws") which are applicable to its business, except where the failure to comply
would not result in a Material Adverse Change, (ii) the Company has received no
notice from any governmental authority or third party of an asserted claim under
Environmental Laws, which claim is required to be disclosed in the Registration
Statement and the Prospectus and any Incorporated Document, (iii) the Company
will not be required to make future material capital expenditures to comply with
Environmental Laws and (iv) no property which is owned, leased or occupied by
the Company has been designated as a Superfund site pursuant to the
Comprehensive Response, Compensation, and Liability Act of 1980, as amended (42
U.S.C. (S) 9601, et seq.), or otherwise designated as a contaminated site under
applicable state or local law.

(ccc) ERISA Compliance. The Company and its subsidiaries and any "employee
benefit plan" (as defined under the Employee Retirement Income Security Act of
1974, as amended, and the regulations and published interpretations thereunder
(collectively, "ERISA")) established or maintained by the Company, its
subsidiaries or their "ERISA Affiliates" (as defined below) are in compliance in
all material respects with ERISA. "ERISA Affiliate" means, with respect to the
Company or a subsidiary, any member of any group of organizations described in
Sections 414(b),(c),(m) or (o) of the Internal Revenue Code of 1986, as amended,
and the regulations and published interpretations thereunder (the "Code") of
which the Company or such subsidiary is a member. No "reportable event" (as
defined under ERISA) has occurred or is reasonably expected to occur with
respect to any "employee benefit plan" established or maintained by the Company,
its subsidiaries or any of their ERISA Affiliates. No "employee benefit plan"
established or maintained by the Company, its subsidiaries or any of their ERISA
Affiliates, if such "employee benefit plan" were terminated, would have any
"amount of unfounded benefit liabilities" (as defined under ERISA). Neither the
Company, its subsidiaries nor any of their ERISA Affiliates has incurred or
reasonably expects to incur any liability under (i) Title IV of ERISA with
respect to termination of,

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<PAGE>

or withdrawal from, any "employee benefit plan" or (ii) Sections 412, 4971, 4975
or 4980B of the Code. Each "employee benefit plan" established or maintained by
the Company, its subsidiaries or any of their ERISA Affiliates that is intended
to be qualified under Section 401(a) of the Code is so qualified and nothing has
occurred, whether by action or failure to act, which would cause the loss of
such qualification.

(ddd) Exchange Act Compliance. The documents incorporated or deemed to be
incorporated by reference in the Prospectus, at the time they were or hereafter
are filed with the Commission, complied and will comply in all material respects
with the requirements of the Exchange Act, and, when read together with the
other information in the Prospectus, at the time the Registration Statement and
any amendments thereto become effective and at the First Closing Date and the
Second Closing Date, as the case may be, will not contain an untrue statement of
a material fact or omit to state a material fact required to be stated therein
or necessary to make the fact required to be stated therein or necessary to make
the statements therein, in the light of the circumstances under which they were
made, not misleading.

(eee) Exchange Act Reports Filed. The Company has filed all reports
required to be filed pursuant to the Securities Act and the Exchange Act.

(fff) Conditions for Use of Form S-3. The Company has satisfied the
conditions for the use of Form S-3, as set forth in the general instructions
thereto, with respect to the Registration Statement.

Any certificate signed by an officer of the Company and delivered to
the Representatives or to counsel for the Underwriters shall be deemed to be a
representation and warranty by the Company to each Underwriter as to the matters
set forth therein.

Section 2. Purchase, Sale and Delivery of the Shares.

(a) The Firm Shares. The Company agrees to issue and sell to the several
Underwriters the Firm Shares upon the terms herein set forth. On the basis of
the representations, warranties and agreements herein contained, and upon the
terms but subject to the conditions herein set forth, the Underwriters agree,
severally and not jointly, to purchase from the Company the respective number of
Firm Shares set forth opposite their names on Schedule A. The purchase price
per Firm Share to be paid by the several Underwriters to the Company shall be
$[___] per share.

(b) The First Closing Date. Delivery of the Firm Shares to be purchased
by the Underwriters and payment therefor shall be made by the Company and the
Representatives at 7:00 a.m. San Francisco time, at the offices of Jenkens &
Gilchrist, P.C., 1445 Ross Avenue, Suite 3200, Dallas, Texas 75202-2799 (or at
such other place as may be agreed upon among the Representatives and the
Company), (i) on the third (3rd) full business day following the first day that
Shares are traded, (ii) if this Agreement is executed and delivered after 1:30
P.M., San Francisco time, the

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<PAGE>

fourth (4th) full business day following the day that this Agreement is executed
and delivered or (iii) at such other time and date not later that seven (7) full
business days following the first day that Shares are traded as the
Representatives and the Company may determine (or at such time and date to which
payment and delivery shall have been postponed pursuant to Section 8 hereof),
such time and date of payment and delivery being herein called the "Closing
Date"; provided, however, that if the Company has not made available to the
Representatives copies of the Prospectus within the time provided in Section
4(d) hereof, the Representatives may, in their sole discretion, postpone the
Closing Date until no later that two (2) full business days following delivery
of copies of the Prospectus to the Representatives.

(c) The Option Shares; the Second Closing Date. In addition, on the basis
of the representations, warranties and agreements herein contained, and upon the
terms but subject to the conditions herein set forth, the Company hereby grants
an option to the several Underwriters to purchase, severally and not jointly, up
to 1,200,000 Option Shares to be purchased from the Company at the purchase
price per share to be paid by the Underwriters for the Firm Shares. The option
granted hereunder is for use by the Underwriters solely in covering any over-
allotments in connection with the sale and distribution of the Firm Shares. The
option granted hereunder may be exercised at any time upon notice by the
Representatives to the Company, which notice may be given at any time within 30
days from the date of this Agreement. The time and date of delivery of the
Option Shares, if subsequent to the First Closing Date, is called the "Second
Closing Date" and shall be determined by the Representatives and shall not be
earlier than three nor later than five full business days after delivery of such
notice of exercise. If any Option Shares are to be purchased, (i) each
Underwriter agrees, severally and not jointly, to purchase and the Company
agrees to sell the number of Option Shares (subject to such adjustments to
eliminate fractional shares as the Representatives may determine) that bears the
same proportion to the total number of Option Shares to be purchased as the
number of Firm Shares set forth on Schedule A opposite the name of such
Underwriter bears to the total number of Firm Shares. The Representatives may
cancel the option at any time prior to its exercise or expiration by giving
written notice of such cancellation to the Company.

(d) Public Offering of the Shares. The Representatives hereby advise the
Company that the Underwriters intend to offer for sale to the public, as
described in the Prospectus, their respective portions of the Shares as soon
after this Agreement has been executed and the Registration Statement has been
declared effective as the Representatives, in their sole judgment, have
determined is advisable and practicable.

(e) Payment for the Shares. Payment for the Shares to be sold by the
Company shall be made at the First Closing Date (and, if applicable, at the
Second Closing Date) by wire transfer of immediately available funds to the
order of the Company.

It is understood that the Representatives have been authorized, for
their own account and the accounts of the several Underwriters, to accept
delivery of and receipt for, and make payment of the purchase price for, the
Firm Shares and any Option Shares the Underwriters have agreed to

12
<PAGE>

purchase. BancBoston Robertson Stephens Inc., Salomon Smith Barney Inc. and U.S.
Bancorp Piper Jaffray Inc. individually and not as Representatives of the
Underwriters, may (but shall not be obligated to) make payment for any Shares to
be purchased by any Underwriter whose funds shall not have been received by the
Representatives by the First Closing Date or the Second Closing Date, as the
case may be, for the account of such Underwriter, but any such payment shall not
relieve such Underwriter from any of its obligations under this Agreement.

(f) Delivery of the Shares. The Company shall deliver, or cause to be
delivered a credit representing the Firm Shares to an account or accounts at The
Depository Trust Company as designated by the Representatives for the accounts
of the Representatives and the several Underwriters at the First Closing Date,
against the irrevocable release of a wire transfer of immediately available
funds for the amount of the purchase price therefor. The Company shall also
deliver, or cause to be delivered a credit representing the Option Shares to an
account or accounts at The Depository Trust Company as designated by the
Representatives for the accounts of the Representatives and the several
Underwriters, at the Second Closing Date against the irrevocable release of a
wire transfer of immediately available funds for the amount of the purchase
price therefor. Time shall be of the essence, and delivery at the time and place
specified in this Agreement is a further condition to the obligations of the
Underwriters.

(g) Delivery of Prospectus to the Underwriters. Not later than 12:00 noon
on the second business day following the date the Shares are released by the
Underwriters for sale to the public, the Company shall deliver or cause to be
delivered copies of the Prospectus in such quantities and at such places as the
Representatives shall request.

Section 3. Covenants of the Company. The Company further covenants and
agrees with each Underwriter as follows:

(a) Registration Statement Matters. The Company will (i) use its best
efforts to cause the Registration Statement to become effective or, if the
procedure in Rule 430A of the Securities Act is followed, to prepare and timely
file with the Commission under Rule 424(b) under the Securities Act a Prospectus
in a form approved by the Representatives containing information previously
omitted at the time of effectiveness of the Registration Statement in reliance
on Rule 430A of the Securities Act and (ii) not file any amendment to the
Registration Statement or supplement to the Prospectus of which the
Representatives shall not previously have been advised and furnished with a copy
or to which the Representatives shall have reasonably objected in writing or
which is not in compliance with the Securities Act. If the Company elects to
rely on Rule 462(b) under the Securities Act, the Company shall file a Rule
462(b) Registration Statement with the Commission in compliance with Rule 462(b)
under the Securities Act prior to the time confirmations are sent or given, as
specified by Rule 462(b)(2) under the Securities Act, and shall pay the
applicable fees in accordance with Rule 111 under the Securities Act.

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<PAGE>

(b) Securities Act Compliance. The Company will advise the Representatives
promptly (i) when the Registration Statement or any post-effective amendment
thereto shall have become effective, (ii) of receipt of any comments from the
Commission, (iii) of any request of the Commission for amendment of the
Registration Statement or for supplement to the Prospectus or for any additional
information and (iv) of the issuance by the Commission of any stop order
suspending the effectiveness of the Registration Statement or the use of the
Prospectus or of the institution of any proceedings for that purpose. The
Company will use its best efforts to prevent the issuance of any such stop order
preventing or suspending the use of the Prospectus and to obtain as soon as
possible the lifting thereof, if issued.

(c) Blue Sky Compliance. The Company will cooperate with the
Representatives and counsel for the Underwriters in endeavoring to qualify the
Shares for sale under the securities laws of such jurisdictions (both national
and foreign) as the Representatives may reasonably have designated in writing
and will make such applications, file such documents, and furnish such
information as may be reasonably required for that purpose, provided the Company
shall not be required to qualify as a foreign corporation or to file a general
consent to service of process in any jurisdiction where it is not now so
qualified or required to file such a consent. The Company will, from time to
time, prepare and file such statements, reports and other documents, as are or
may be required to continue such qualifications in effect for so long a period
as the Representatives may reasonably request for distribution of the Shares.

(d) Amendments and Supplements to the Prospectus and Other Securities Act
Matters. The Company will comply with the Securities Act and the Exchange Act,
so as to permit the completion of the distribution of the Shares as contemplated
in this Agreement and the Prospectus. If during the period in which a prospectus
is required by law to be delivered by an Underwriter or dealer, any event shall
occur as a result of which, in the judgment of the Company or in the reasonable
opinion of the Representatives or counsel for the Underwriters, it becomes
necessary to amend or supplement the Prospectus in order to make the statements
therein, in the light of the circumstances existing at the time the Prospectus
is delivered to a purchaser, not misleading, or, if it is necessary at any time
to amend or supplement the Prospectus to comply with any law, the Company
promptly will prepare and file with the Commission, and furnish at its own
expense to the Underwriters and to dealers, an appropriate amendment to the
Registration Statement or supplement to the Prospectus so that the Prospectus as
so amended or supplemented will not, in the light of the circumstances when it
is so delivered, be misleading, or so that the Prospectus will comply with the
law.

(e) Copies of any Amendments and Supplements to the Prospectus. The
Company agrees to furnish the Representatives, without charge, during the period
beginning on the date hereof and ending on the later of the First Closing Date
or such date, as in the opinion of counsel for the Underwriters, the Prospectus
is no longer required by law to be delivered in connection with sales by an
Underwriter or dealer (the "Prospectus Delivery Period"), as many copies of the
Prospectus and any amendments and supplements thereto (including any documents
incorporated or deemed incorporated by reference therein) as the Representatives
may request.

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<PAGE>

(f) Insurance. The Company shall obtain Directors and Officers liability
insurance in the minimum amount of $10 million which shall apply to the offering
contemplated hereby.

(g) Notice of Subsequent Events. If at any time during the ninety (90)
day period after the Registration Statement becomes effective, any rumor,
publication or event relating to or affecting the Company shall occur as a
result of which in your opinion the market price of the Company Shares has been
or is likely to be materially affected (regardless of whether such rumor,
publication or event necessitates a supplement to or amendment of the
Prospectus), the Company will, after written notice from you advising the
Company to the effect set forth above, forthwith prepare, consult with you
concerning the substance of and disseminate a press release or other public
statement, reasonably satisfactory to you, responding to or commenting on such
rumor, publication or event.

(h) Use of Proceeds. The Company shall apply the net proceeds from the
sale of the Shares sold by it in the manner described under the caption "Use of
Proceeds" in the Prospectus.

(i) Transfer Agent. The Company shall engage and maintain, at its expense,
a registrar and transfer agent for the Company Shares.

(j) Earnings Statement. As soon as practicable, the Company will make
generally available to its security holders and to the Representatives an
earnings statement (which need not be audited) covering the twelve-month period
ending September 30, 2000 that satisfies the provisions of Section 11(a) of the
Securities Act.

(k) Periodic Reporting Obligations. During the Prospectus Delivery Period
the Company shall file, on a timely basis, with the Commission and the New York
Stock Exchange all reports and documents required to be filed under the Exchange
Act.

(l) Agreement Not to Offer or Sell Additional Securities. The Company will
not, without the prior written consent of BancBoston Robertson Stephens Inc.,
for a period of 90 days following the date of the Prospectus ("Lock-Up Period"),
offer, sell or contract to sell, or otherwise dispose of or enter into any
transaction which is designed to, or could be expected to, result in the
disposition (whether by actual disposition or effective economic disposition due
to cash settlement or otherwise by the Company or any affiliate of the Company
or any person in privity with the Company or any affiliate of the Company)
directly or indirectly, or announce the offering of, any other Common Stock or
any securities convertible into, or exchangeable for, Common Stock; provided,
however, that the Company may (i) issue Common Stock upon the exercise of
existing options and warrants outstanding at the date of the Prospectus and
described in the Prospectus and (ii) grant options to purchase Common Stock
under existing stock option and incentive plans described in the Prospectus,
provided that, with respect to executive officers, such options do not vest
prior to the expiration of the Lock-Up Period.

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<PAGE>

(m) Future Reports to the Representatives. During the period of five years
hereafter the Company will furnish to the Representatives (i) as soon as
practicable after the end of each fiscal year, copies of the Annual Report of
the Company containing the balance sheet of the Company as of the close of such
fiscal year and statements of income, shareholders' equity and cash flows for
the year then ended and the opinion thereon of the Company's independent public
or certified public accountants; (ii) as soon as practicable after the filing
thereof, copies of each proxy statement, Annual Report on Form 10-K, Quarterly
Report on Form 10-Q, Current Report on Form 8-K or other report filed by the
Company with the Commission, the National Association of Securities Dealers, LLC
or any securities exchange; and (iii) as soon as available, copies of any report
or communication of the Company mailed generally to holders of its capital
stock.

(n) Exchange Act Compliance. During the Prospectus Delivery Period, the
Company will file all documents required to be filed with the Commission
pursuant to Section 13, 14 or 15 of the Exchange Act in the manner and within
the time periods required by the Exchange Act.

Section 4. Conditions of the Obligations of the Underwriters. The
obligations of the several Underwriters to purchase and pay for the Shares as
provided herein on the First Closing Date and, with respect to the Option
Shares, the Second Closing Date, shall be subject to the accuracy of the
representations and warranties on the part of the Company set forth in Section 1
hereof as of the date hereof and as of the First Closing Date as though then
made and, with respect to the Option Shares, as of the Second Closing Date as
though then made, to the timely performance by the Company of its covenants and
other obligations hereunder, and to each of the following additional conditions:

(a) Compliance with Registration Requirements; No Stop Order; No Objection
from the National Association of Securities Dealers, LLC The Registration
Statement shall have become effective prior to the execution of this Agreement,
or at such later date as shall be consented to in writing by you; and no stop
order suspending the effectiveness thereof shall have been issued and no
proceedings for that purpose shall have been initiated or, to the knowledge of
the Company or any Underwriter, threatened by the Commission, and any request of
the Commission for additional information (to be included in the Registration
Statement or the Prospectus or any Incorporated Document or otherwise) shall
have been complied with to the satisfaction of Underwriters' Counsel; and the
National Association of Securities Dealers, LLC shall have raised no objection
to the fairness and reasonableness of the underwriting terms and arrangements.

(b) Corporate Proceedings. All corporate proceedings and other legal
matters in connection with this Agreement, the form of Registration Statement
and the Prospectus, and the registration, authorization, issue, sale and
delivery of the Shares, shall have been reasonably satisfactory to Underwriters'
Counsel, and such counsel shall have been furnished with such papers and
information as they may reasonably have requested to enable them to pass upon
the matters referred to in this Section.

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<PAGE>

(c) No Material Adverse Change or Ratings Agency Change. Subsequent to the
execution and delivery of this Agreement and prior to the First Closing Date, or
the Second Closing Date, as the case may be,

(1) there shall not have been any Material Adverse Change in the condition
(financial or otherwise), earnings, operations, business or business
prospects of the Company and its subsidiaries considered as one enterprise
from that set forth in the Registration Statement or Prospectus, which, in
your sole judgment, is material and adverse and that makes it, in your sole
judgment, impracticable or inadvisable to proceed with the public offering
of the Shares as contemplated by the Prospectus; and

(2) there shall not have occurred any downgrading, nor shall any notice
have been given of any intended or potential downgrading or of any review
for a possible change that does not indicate the direction of the possible
change, in the rating accorded any of the Company's securities by any
"nationally recognized statistical rating organization," as such term is
defined for purposes of Rule 436(g)(2) under the Securities Act.

(d) Opinion of Counsel for the Company. You shall have received on the
First Closing Date, or the Second Closing Date, as the case may be, (i) an
opinion of Chris A. Choate, Esq., in-house counsel for the Company substantially
in the form of Exhibit B attached hereto, and (ii) an opinion of Jenkens and
Gilchrist, counsel for the Company substantially in the form of Exhibit C
attached hereto, both dated the First Closing Date, or the Second Closing Date,
as the case may be, addressed to the Underwriters and with reproduced copies or
signed counterparts thereof for each of the Underwriters.

Counsel rendering the opinions contained in Exhibit B and Exhibit C
may rely as to questions of law not involving the laws of the United States or
the State of Texas upon opinions of local counsel, and as to questions of fact
upon representations or certificates of officers of the Company and of
government officials, in which case their opinion is to state that they are so
relying and that they have no knowledge of any material misstatement or
inaccuracy in any such opinion, representation or certificate. Copies of any
opinion, representation or certificate so relied upon shall be delivered to you,
as Representatives of the Underwriters, and to Underwriters' Counsel.

(e) Opinion of Counsel for the Underwriters. You shall have received on
the First Closing Date or the Second Closing Date, as the case may be, an
opinion of Sidley & Austin, substantially in the form of Exhibit D hereto. The
Company shall have furnished to such counsel such documents as they may have
requested for the purpose of enabling them to pass upon such matters.

(f) Accountants' Comfort Letter. You shall have received on the First
Closing Date and on the Second Closing Date, as the case may be, a letter from
PricewaterhouseCoopers LLP addressed to the Underwriters, dated the First
Closing Date or the Second Closing Date, as the case may be, confirming that
they are independent certified public accountants with respect to the

17
<PAGE>

Company within the meaning of the Securities Act and the applicable published
Rules and Regulations and based upon the procedures described in such letter
delivered to you concurrently with the execution of this Agreement (herein
called the "Original Letter"), but carried out to a date not more than four (4)
business days prior to the First Closing Date or the Second Closing Date, as the
case may be, (i) confirming, to the extent true, that the statements and
conclusions set forth in the Original Letter are accurate as of the First
Closing Date or the Second Closing Date, as the case may be, and (ii) setting
forth any revisions and additions to the statements and conclusions set forth in
the Original Letter which are necessary to reflect any changes in the facts
described in the Original Letter since the date of such letter, or to reflect
the availability of more recent financial statements, data or information. The
letter shall not disclose any change in the condition (financial or otherwise),
earnings, operations, business or business prospects of the Company and its
subsidiaries considered as one enterprise from that set forth in the
Registration Statement or Prospectus, which, in your sole judgment, is material
and adverse and that makes it, in your sole judgment, impracticable or
inadvisable to proceed with the public offering of the Shares as contemplated by
the Prospectus. The Original Letter from PricewaterhouseCoopers LLP shall be
addressed to or for the use of the Underwriters in form and substance
satisfactory to the Underwriters and shall (i) represent, to the extent true,
that they are independent certified public accountants with respect to the
Company within the meaning of the Securities Act and the applicable published
Rules and Regulations, (ii) set forth their opinion with respect to their
examination of the consolidated balance sheet of the Company as of June 30, 1998
and June 30, 1997, and related consolidated statements of income, shareholders'
equity and cash flows for each of the three years in the period ended June 30,
1998, (iii) state that PricewaterhouseCoopers LLP has performed the procedures
specified by the American Institute of Certified Public Accountants for a review
of interim financial information as described in Statement on Auditing Standards
No. 71 ("SAS 71"), Interim Financial Information, on the unaudited consolidated
balance sheet as of March 31, 1999, and the unaudited consolidated statements of
income and comprehensive income and of cash flows for the nine-month periods
ended March 31, 1998 and March 31, 1999 included in the Registration Statement,
(iv) state that in the course of such review, nothing came to their attention
that leads them to believe that any material modifications need to be made to
any of the matters referred to in (iii) in order for them to be in compliance
with generally accepted accounting principles consistently applied across the
periods presented, and address other matters agreed upon by
PricewaterhouseCoopers LLP and you. In addition, you shall have received from
PricewaterhouseCoopers LLP a letter addressed to the Company and made available
to you for the use of the Underwriters stating that their review of the
Company's system of internal accounting controls, to the extent they deemed
necessary in establishing the scope of their examination of the Company's
consolidated financial statements as of June 30, 1998, did not disclose any
weaknesses in internal controls that they considered to be material weaknesses.

(g) Officers' Certificate. You shall have received on the First Closing
Date and the Second Closing Date, as the case may be, a certificate of the
Company, dated the First Closing Date or the Second Closing Date, as the case
may be, signed by the Chief Executive Officer and Chief Financial Officer of the
Company, to the effect that, and you shall be satisfied that:

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<PAGE>

(1) The representations and warranties of the Company in this Agreement
are true and correct, as if made on and as of the First Closing Date or the
Second Closing Date, as the case may be, and the Company has complied with
all the agreements and satisfied all the conditions on its part to be
performed or satisfied at or prior to the First Closing Date or the Second
Closing Date, as the case may be;

(2) No stop order suspending the effectiveness of the Registration
Statement has been issued and no proceedings for that purpose have been
instituted or are pending or threatened under the Securities Act;

(3) When the Registration Statement became effective and at all times
subsequent thereto up to the delivery of such certificate, the Registration
Statement and the Prospectus, and any amendments or supplements thereto and
the Incorporated Documents, when such Incorporated Documents became
effective or were filed with the Commission, contained all material
information required to be included therein by the Securities Act or the
Exchange Act, as the case may be, and in all material respects conformed to
the requirements of the Securities Act or the Exchange Act, as the case may
be, the Registration Statement and the Prospectus, and any amendments or
supplements thereto, did not and does not include any untrue statement of a
material fact or omit to state a material fact required to be stated
therein or necessary to make the statements therein not misleading; and,
since the effective date of the Registration Statement, there has occurred
no event required to be set forth in an amended or supplemented Prospectus
which has not been so set forth; and

(4) Subsequent to the respective dates as of which information is given in
the Registration Statement and Prospectus, there has not been (a) any
material adverse change in the condition (financial or otherwise),
earnings, operations, business or business prospects of the Company and its
subsidiaries considered as one enterprise, (b) any transaction that is
material to the Company and its subsidiaries considered as one enterprise,
except transactions entered into in the ordinary course of business, (c)
any obligation, direct or contingent, that is material to the Company and
its subsidiaries considered as one enterprise, incurred by the Company or
its subsidiaries, except obligations incurred in the ordinary course of
business, (d) any change in the capital stock of the Company or any of its
subsidiaries that is material to the Company and its subsidiaries
considered as one enterprise, (e) any borrowings other than in the ordinary
course of business pursuant to existing warehouse lines of credit or
revloving credit facility, (f) any dividend or distribution of any kind
declared, paid or made on the capital stock of the Company or any of its
subsidiaries, or (g) any loss or damage (whether or not insured) to the
property of the Company or any of its subsidiaries which has been sustained
or will have been sustained which has a material adverse effect on the
condition (financial or otherwise), earnings, operations, business or
business prospects of the Company and its subsidiaries considered as one
enterprise.

19
<PAGE>

(h) Lock-up Agreement from Certain Shareholders of the Company. The
Company shall have obtained and delivered to you an agreement substantially in
the form of Exhibit A attached hereto from each executive officer and director
of the Company.

(i) Stock Exchange Listing. The Shares shall have been approved for
listing on the New York Stock Exchange, subject only to official notice of
issuance.

(j) Compliance with Prospectus Delivery Requirements. The Company shall
have complied with the provisions of Sections 2(g) and 3(e) hereof with respect
to the furnishing of Prospectuses.

(k) Additional Documents. On or before each of the First Closing Date and
the Second Closing Date, as the case may be, the Representatives and counsel for
the Underwriters shall have received such information, documents and opinions as
they may reasonably require for the purposes of enabling them to pass upon the
issuance and sale of the Shares as contemplated herein, or in order to evidence
the accuracy of any of the representations and warranties, or the satisfaction
of any of the conditions or agreements, herein contained.

If any condition specified in this Section 4 is not satisfied when and
as required to be satisfied, this Agreement may be terminated by the
Representatives by notice to the Company at any time on or prior to the First
Closing Date and, with respect to the Option Shares, at any time prior to the
Second Closing Date, which termination shall be without liability on the part of
any party to any other party, except that Section 5 (Payment of Expenses),
Section 6 (Reimbursement of Underwriters' Expenses), Section 7 (Indemnification
and Contribution) and Section 10 (Representations and Indemnities to Survive
Delivery) shall at all times be effective and shall survive such termination.

Section 5. Payment of Expenses. The Company agrees to pay all costs, fees
and expenses incurred in connection with the performance of its obligations
hereunder and in connection with the transactions contemplated hereby, including
without limitation (i) all expenses incident to the issuance and delivery of the
Common Shares (including all printing and engraving costs), (ii) all fees and
expenses of the registrar and transfer agent of the Common Shares, (iii) all
necessary issue, transfer and other stamp taxes in connection with the issuance
and sale of the Shares to the Underwriters, (iv) all fees and expenses of the
Company's counsel, independent public or certified public accountants and other
advisors, (v) all costs and expenses incurred in connection with the
preparation, printing, filing, shipping and distribution of the Registration
Statement (including financial statements, exhibits, schedules, consents and
certificates of experts), each preliminary prospectus and the Prospectus, and
all amendments and supplements thereto, and this Agreement, (vi) all filing
fees, attorneys' fees and expenses incurred by the Company or the Underwriters
in connection with qualifying or registering (or obtaining exemptions from the
qualification or registration of) all or any part of the Shares for offer and
sale under the state securities or blue sky laws or the provincial securities
laws of Canada or any other country, and, if requested by the

20
<PAGE>

Representatives, preparing and printing a "Blue Sky Survey", an "International
Blue Sky Survey" or other memorandum, and any supplements thereto, advising the
Underwriters of such qualifications, registrations and exemptions, (vii) the
filing fees incident to, and the reasonable fees and expenses of counsel for the
Underwriters in connection with, the National Association of Securities Dealers,
LLC review and approval of the Underwriters' participation in the offering and
distribution of the Common Shares, (viii) the fees and expenses associated with
listing the Common Shares on the New York Stock Exchange, (ix) all costs and
expenses incident to the preparation and undertaking of "road show" preparations
to be made to prospective investors, and (x) all other fees, costs and expenses
referred to in Item 14 of Part II of the Registration Statement. Except as
provided in this Section 5, Section 6, and Section 7 hereof, the Underwriters
shall pay their own expenses, including the fees and disbursements of their
counsel.

Section 6. Reimbursement of Underwriters' Expenses. If this Agreement is
terminated by the Representatives pursuant to Section 4, Section 7, Section 8 or
Section 9, or if the sale to the Underwriters of the Shares on the First Closing
Date is not consummated because of any refusal, inability or failure on the part
of the Company to perform any agreement herein or to comply with any provision
hereof, the Company agrees to reimburse the Representatives and the other
Underwriters (or such Underwriters as have terminated this Agreement with
respect to themselves), severally, upon demand for all out-of-pocket expenses
that shall have been reasonably incurred by the Representatives and the
Underwriters in connection with the proposed purchase and the offering and sale
of the Shares, including but not limited to fees and disbursements of counsel,
printing expenses, travel expenses, postage, facsimile and telephone charges.

Section 7. Indemnification and Contribution.

(a) Indemnification of the Underwriters. The Company agrees to
indemnify and hold harmless each Underwriter, its officers and employees, and
each person, if any, who controls any Underwriter within the meaning of the
Securities Act and the Exchange Act against any loss, claim, damage, liability
or expense, as incurred, to which such Underwriter or such controlling person
may become subject, under the Securities Act, the Exchange Act or other federal
or state statutory law or regulation, or at common law or otherwise (including
in settlement of any litigation, if such settlement is effected with the written
consent of the Company, which consent shall not be unreasonably withheld),
insofar as such loss, claim, damage, liability or expense (or actions in respect
thereof as contemplated below) arises out of or is based (i) upon any untrue
statement or alleged untrue statement of a material fact contained in the
Registration Statement, or any amendment thereto, including any information
deemed to be a part thereof pursuant to Rule 430A or Rule 434 under the
Securities Act, or the omission or alleged omission therefrom of a material fact
required to be stated therein or necessary to make the statements therein not
misleading; or (ii) upon any untrue statement or alleged untrue statement of a
material fact contained in any preliminary prospectus or the Prospectus (or any
amendment or supplement thereto), or the omission or alleged omission therefrom
of a material fact necessary in order to make the statements therein, in the
light

21
<PAGE>

of the circumstances under which they were made, not misleading; or (iii) in
whole or in part upon any inaccuracy in the representations and warranties of
the Company contained herein; or (iv) in whole or in part upon any failure of
the Company to perform its obligations hereunder or under law; or (v) any act or
failure to act or any alleged act or failure to act by any Underwriter in
connection with, or relating in any manner to, the Shares or the offering
contemplated hereby, and which is included as part of or referred to in any
loss, claim, damage, liability or action arising out of or based upon any matter
covered by clause (i), (ii), (iii) or (iv) above, provided that the Company
shall not be liable under this clause (v) to the extent that a court of
competent jurisdiction shall have determined by a final judgment that such loss,
claim, damage, liability or action resulted directly from any such acts or
failures to act undertaken or omitted to be taken by such Underwriter through
its bad faith or willful misconduct; and to reimburse each Underwriter and each
such controlling person for any and all expenses (including the fees and
disbursements of counsel chosen by BancBoston Robertson Stephens Inc.) as such
expenses are reasonably incurred by such Underwriter or such controlling person
in connection with investigating, defending, settling, compromising or paying
any such loss, claim, damage, liability, expense or action; provided, however,
that the foregoing indemnity agreement shall not apply to any loss, claim,
damage, liability or expense to the extent, but only to the extent, arising out
of or based upon any untrue statement or alleged untrue statement or omission or
alleged omission made in reliance upon and in conformity with written
information furnished to the Company by the Representatives expressly for use in
the Registration Statement, any preliminary prospectus or the Prospectus (or any
amendment or supplement thereto); and provided, further, that with respect to
any preliminary prospectus, the foregoing indemnity agreement shall not inure to
the benefit of any Underwriter from whom the person asserting any loss, claim,
damage, liability or expense purchased Shares, or any person controlling such
Underwriter, if copies of the Prospectus were timely delivered to the
Underwriter pursuant to Section 2 and a copy of the Prospectus (as then amended
or supplemented if the Company shall have furnished any amendments or
supplements thereto) was not sent or given by or on behalf of such Underwriter
to such person, if required by law so to have been delivered, at or prior to the
written confirmation of the sale of the Shares to such person, and if the
Prospectus (as so amended or supplemented) would have cured the defect giving
rise to such loss, claim, damage, liability or expense. The indemnity agreement
set forth in this Section 7(a) shall be in addition to any liabilities that the
Company may otherwise have.

(b) Indemnification of the Company, its Directors and Officers. Each
Underwriter agrees, severally and not jointly, to indemnify and hold harmless
the Company, each of its directors, each of its officers who signed the
Registration Statement and each person, if any, who controls the Company within
the meaning of the Securities Act or the Exchange Act, against any loss, claim,
damage, liability or expense, as incurred, to which the Company, or any such
director, officer, or controlling person may become subject, under the
Securities Act, the Exchange Act, or other federal or state statutory law or
regulation, or at common law or otherwise (including in settlement of any
litigation, if such settlement is effected with the written consent of such
Underwriter), insofar as such loss, claim, damage, liability or expense (or
actions in respect thereof as contemplated below) arises out of or is based upon
any untrue or alleged untrue statement of a material fact contained in the
Registration Statement, any preliminary prospectus or the Prospectus (or any
amendment or

22
<PAGE>

supplement thereto), or arises out of or is based upon the omission or alleged
omission to state therein a material fact required to be stated therein or
necessary to make the statements therein not misleading, in each case to the
extent, but only to the extent, that such untrue statement or alleged untrue
statement or omission or alleged omission was made in the Registration
Statement, any preliminary prospectus, the Prospectus (or any amendment or
supplement thereto), in reliance upon and in conformity with written information
furnished to the Company by the Representatives expressly for use therein; and
to reimburse the Company, or any such director, officer or controlling person
for any legal and other expense reasonably incurred by the Company, or any such
director, officer or controlling person in connection with investigating,
defending, settling, compromising or paying any such loss, claim, damage,
liability, expense or action. The indemnity agreement set forth in this Section
7(b) shall be in addition to any liabilities that each Underwriter may otherwise
have.

(c) Information Provided by the Underwriters. The Company hereby
acknowledges that the only information that the Underwriters have furnished to
the Company expressly for use in the Registration Statement, any preliminary
prospectus or the Prospectus (or any amendment or supplement thereto) are the
statements set forth in the table in the first paragraph and the second
paragraph under the caption "Underwriting" in the Prospectus; and the
Underwriters confirm that such statements are correct.

(d) Notifications and Other Indemnification Procedures. Promptly after
receipt by an indemnified party under this Section 7 of notice of the
commencement of any action, such indemnified party will, if a claim in respect
thereof is to be made against an indemnifying party under this Section 7, notify
the indemnifying party in writing of the commencement thereof, but the omission
so to notify the indemnifying party will not relieve it from any liability which
it may have to any indemnified party for contribution or otherwise than under
the indemnity agreement contained in this Section 7 or to the extent it is not
prejudiced as a proximate result of such failure. In case any such action is
brought against any indemnified party and such indemnified party seeks or
intends to seek indemnity from an indemnifying party, the indemnifying party
will be entitled to participate in, and, to the extent that it shall elect,
jointly with all other indemnifying parties similarly notified, by written
notice delivered to the indemnified party promptly after receiving the aforesaid
notice from such indemnified party, to assume the defense thereof with counsel
reasonably satisfactory to such indemnified party; provided, however, if the
defendants in any such action include both the indemnified party and the
indemnifying party and the indemnified party shall have reasonably concluded
that a conflict may arise between the positions of the indemnifying party and
the indemnified party in conducting the defense of any such action or that there
may be legal defenses available to it and/or other indemnified parties which are
different from or additional to those available to the indemnifying party, the
indemnified party or parties shall have the right to select separate counsel to
assume such legal defenses and to otherwise participate in the defense of such
action on behalf of such indemnified party or parties. Upon receipt of notice
from the indemnifying party to such indemnified party of such indemnifying
party's election so to assume the defense of such action and approval by the
indemnified party of counsel, the indemnifying party will not be liable to such
indemnified party under this Section 7 for any legal or other expenses
subsequently incurred by such indemnified party in connection with the defense
thereof unless (i) the indemnified

23
<PAGE>

party shall have employed separate counsel in accordance with the proviso to the
next preceding sentence (it being understood, however, that the indemnifying
party shall not be liable for the expenses of more than one separate counsel
(together with local counsel), approved by the indemnifying party (BancBoston
Robertson Stephens Inc. in the case of Section 7(b) and Section 8), representing
the indemnified parties who are parties to such action), (ii) the indemnifying
party shall not have employed counsel satisfactory to the indemnified party to
represent the indemnified party within a reasonable time after notice of
commencement of the action, or (iii) the indemnifying party has authorized the
employment of counsel for the indemnified party at the expense of the
indemnifying party, in each of which cases the fees and expenses of counsel
shall be at the expense of the indemnifying party.

(e) Settlements. The indemnifying party under this Section 7 shall not be
liable for any settlement of any proceeding effected without its written
consent, which consent shall not be unreasonably withheld, but if settled with
such consent or if there be a final judgment for the plaintiff, the indemnifying
party agrees to indemnify the indemnified party against any loss, claim, damage,
liability or expense by reason of such settlement or judgment. Notwithstanding
the foregoing sentence, if at any time an indemnified party shall have requested
an indemnifying party to reimburse the indemnified party for fees and expenses
of counsel as contemplated by Section 7(d) hereof, the indemnifying party agrees
that it shall be liable for any settlement of any proceeding effected without
its written consent if (i) such settlement is entered into more than 30 days
after receipt by such indemnifying party of the aforesaid request and (ii) such
indemnifying party shall not have reimbursed the indemnified party in accordance
with such request prior to the date of such settlement. No indemnifying party
shall, without the prior written consent of the indemnified party, effect any
settlement, compromise or consent to the entry of judgment in any pending or
threatened action, suit or proceeding in respect of which any indemnified party
is or could have been a party and indemnity was or could have been sought
hereunder by such indemnified party, unless such settlement, compromise or
consent includes (i) an unconditional release of such indemnified party from all
liability on claims that are the subject matter of such action, suit or
proceeding and (ii) does not include a statement as to or an admission of fault,
culpability or a failure to act by or on behalf of any indemnified party.

(f) Contribution. If the indemnification provided for in this Section 7 is
unavailable to or insufficient to hold harmless an indemnified party under
Section 7(a) or (b) above in respect of any losses, claims, damages or
liabilities (or actions or proceedings in respect thereof) then each
indemnifying party shall contribute to the aggregate amount paid or payable by
such indemnified party in such proportion as is appropriate to reflect the
relative benefits received by the Company on the one hand and the Underwriters
on the other from the offering of the Shares. If, however, the allocation
provided by the immediately preceding sentence is not permitted by applicable
law then each indemnifying party shall contribute to such amount paid or payable
by such indemnified party in such proportion as is appropriate to reflect not
only such relative benefits but also the relative fault of the Company on the
one hand and the Underwriters on the other in connection with the statements or
omissions which resulted in such losses, claims, damages or liabilities, (or
actions or proceedings in respect thereof), as well as any other relevant
equitable considerations. The relative benefits

24
<PAGE>

received by the Company on the one hand and the Underwriter on the other shall
be deemed to be in the same proportion as the total net proceeds from the
offering (before deducting expenses) received by the Company bears to the total
underwriting discounts and commissions received by the Underwriters, in each
case as set forth in the table on the cover page of the Prospectus. The relative
fault shall be determined by reference to, among other things, whether the
untrue or alleged untrue statement of a material fact or the omission or alleged
omission to state a material fact relates to information supplied by the Company
on the one hand or the Underwriters on the other and the parties' relative
intent, knowledge, access to information and opportunity to correct or prevent
such statement or omission.

The Company and Underwriters agree that it would not be just and
equitable if contributions pursuant to this Section 7(f) were determined by pro
rata allocation (even if the Underwriters were treated as one entity for such
purpose) or by any other method of allocation which does not take account of the
equitable considerations referred to above in this Section 7(f). The amount
paid or payable by an indemnified party as a result of the losses, claims,
damages or liabilities (or actions or proceedings in respect thereof) referred
to above in this Section 7(f) shall be deemed to include any legal or other
expenses reasonably incurred by such indemnified party in connection with
investigating or defending any such action or claim. Notwithstanding the
provisions of this subsection (f), (i) no Underwriter shall be required to
contribute any amount in excess of the underwriting discounts and commissions
applicable to the Shares purchased by such Underwriter and (ii) no person guilty
of fraudulent misrepresentation (within the meaning of Section 11(f) of the
Securities Act) shall be entitled to contribution from any person who was not
guilty of such fraudulent misrepresentation. The Underwriters' obligations in
this Section 7(f) to contribute are several in proportion to their respective
underwriting obligations and not joint.

(g) Timing of Any Payments of Indemnification. Any losses, claims,
damages, liabilities or expenses for which an indemnified party is entitled to
indemnification or contribution under this Section 7 shall be paid by the
indemnifying party to the indemnified party as such losses, claims, damages,
liabilities or expenses are incurred, but in all cases, no later than thirty
(30) days of invoice to the indemnifying party.

(h) Survival. The indemnity and contribution agreements contained in this
Section 7 and the representation and warranties of the Company set forth in this
Agreement shall remain operative and in full force and effect, regardless of (i)
any investigation made by or on behalf of any Underwriter or any person
controlling any Underwriter, the Company, its directors or officers or any
persons controlling the Company, (ii) acceptance of any Shares and payment
therefor hereunder, and (iii) any termination of this Agreement. A successor to
any Underwriter, or to the Company, its directors or officers, or any person
controlling the Company, shall be entitled to the benefits of the indemnity,
contribution and reimbursement agreements contained in this Section 7.

(i) Acknowledgments of Parties. The parties to this Agreement hereby
acknowledge that they are sophisticated business persons who were represented by
counsel during the negotiations regarding the provisions hereof including,
without limitation, the provisions of this Section 7, and

25
<PAGE>

are fully informed regarding said provisions. They further acknowledge that the
provisions of this Section 7 fairly allocate the risks in light of the ability
of the parties to investigate the Company and its business in order to assure
that adequate disclosure is made in the Registration Statement and Prospectus as
required by the Securities Act and the Exchange Act.

Section 8. Default of One or More of the Several Underwriters. If, on the
First Closing Date or the Second Closing Date, as the case may be, any one or
more of the several Underwriters shall fail or refuse to purchase Shares that it
or they have agreed to purchase hereunder on such date, and the aggregate number
of Common Shares which such defaulting Underwriter or Underwriters agreed but
failed or refused to purchase does not exceed 10% of the aggregate number of the
Shares to be purchased on such date, the other Underwriters shall be obligated,
severally, in the proportions that the number of Firm Common Shares set forth
opposite their respective names on Schedule A bears to the aggregate number of
Firm Shares set forth opposite the names of all such non-defaulting
Underwriters, or in such other proportions as may be specified by the
Representatives with the consent of the non-defaulting Underwriters, to purchase
the Shares which such defaulting Underwriter or Underwriters agreed but failed
or refused to purchase on such date. If, on the First Closing Date or the Second
Closing Date, as the case may be, any one or more of the Underwriters shall fail
or refuse to purchase Shares and the aggregate number of Shares with respect to
which such default occurs exceeds 10% of the aggregate number of Shares to be
purchased on such date, and arrangements satisfactory to the Representatives and
the Company for the purchase of such Shares are not made within 48 hours after
such default, this Agreement shall terminate without liability of any party to
any other party except that the provisions of Section 4, and Section 7 shall at
all times be effective and shall survive such termination. In any such case
either the Representatives or the Company shall have the right to postpone the
First Closing Date or the Second Closing Date, as the case may be, but in no
event for longer than seven days in order that the required changes, if any, to
the Registration Statement and the Prospectus or any other documents or
arrangements may be effected.

As used in this Agreement, the term "Underwriter" shall be deemed to
include any person substituted for a defaulting Underwriter under this Section
8. Any action taken under this Section 8 shall not relieve any defaulting
Underwriter from liability in respect of any default of such Underwriter under
this Agreement.

Section 9. Termination of this Agreement. Prior to the First Closing
Date, this Agreement may be terminated by the Representatives by notice given to
the Company if at any time (i) trading or quotation in any of the Company's
securities shall have been suspended or limited by the Commission or by the New
York Stock Exchange, or trading in securities generally on either the Nasdaq
Stock Market or the New York Stock Exchange shall have been suspended or
limited, or minimum or maximum prices shall have been generally established on
any of such stock exchanges by the Commission or the National Association of
Securities Dealers, LLC; (ii) a general banking moratorium shall have been
declared by any of federal, New York, Delaware, Texas or California

26
<PAGE>

authorities; (iii) there shall have occurred any outbreak or escalation of
national or international hostilities or any crisis or calamity, or any change
in the United States or international financial markets, or any substantial
change or development involving a prospective change in United States' or
international political, financial or economic conditions, as in the judgment of
the Representatives is material and adverse and makes it impracticable or
inadvisable to market the Common Shares in the manner and on the terms described
in the Prospectus or to enforce contracts for the sale of securities; (iv) in
the judgment of the Representatives there shall have occurred any Material
Adverse Change; or (v) the Company shall have sustained a loss by strike, fire,
flood, earthquake, accident or other calamity of such character as in the
judgment of the Representatives may interfere materially with the conduct of the
business and operations of the Company regardless of whether or not such loss
shall have been insured. Any termination pursuant to this Section 9 shall be
without liability on the part of (a) the Company to any Underwriter, except that
the Company shall be obligated to reimburse the expenses of the Representatives
and the Underwriters pursuant to Sections 5 and 6 hereof, (b) any Underwriter to
the Company, or (c) of any party hereto to any other party except that the
provisions of Section 7 shall at all times be effective and shall survive such
termination.

Section 10. Representations and Indemnities to Survive Delivery. The
respective indemnities, agreements, representations, warranties and other
statements of the Company, of its officers and of the several Underwriters set
forth in or made pursuant to this Agreement will remain in full force and
effect, regardless of any investigation made by or on behalf of any Underwriter
or the Company or any of its or their partners, officers or directors or any
controlling person and will survive delivery of and payment for the Shares sold
hereunder and any termination of this Agreement.

Section 11. Notices. All communications hereunder shall be in writing and
shall be mailed, hand delivered or telecopied and confirmed to the parties
hereto as follows:

If to the Representatives:

BANCBOSTON ROBERTSON STEPHENS INC.
555 California Street
San Francisco, California 94104
Facsimile: (415) 676-2696
Attention: General Counsel

and

27
<PAGE>

SALOMON SMITH BARNEY INC.
388 Greenwich Street
New York, NY 10013
Facsimile: (212) [______]
Attention: General Counsel

and

U.S. BANCORP PIPER JAFFRAY INC.
222 South Ninth Street
Minneapolis, MN 55402
Facsimile: (612) [_______]
Attention: General Counsel

If to the Company:

AMERICREDIT
801 Cherry St., Suite 3900
Fort Worth Texas, 76102
Facsimile: 817-302-7101
Attention: Chief Financial Officer

with copy to:
Jenkens & Gilchrist
1445 Russ Avenue, Suite 3200
Dallas, TX 75202
Facsimile: (214) 855-4300
Attention: Steve Leshin

Any party hereto may change the address for receipt of communications by giving
written notice to the others.

Section 12. Successors. This Agreement will inure to the benefit of and
be binding upon the parties hereto, including any substitute Underwriters
pursuant to Section 9 hereof, and to the benefit of the employees, officers and
directors and controlling persons referred to in Section 7, and to their
respective successors and no other person will have any right or obligation
hereunder. The term "successors" shall not include any purchaser of the Shares
as such from any of the Underwriters merely by reason of such purchase.

28
<PAGE>

Section 13. Partial Unenforceability. The invalidity or unenforceability
of any Section, paragraph or provision of this Agreement shall not affect the
validity or enforceability of any other Section, paragraph or provision hereof.
If any Section, paragraph or provision of this Agreement is for any reason
determined to be invalid or unenforceable, there shall be deemed to be made such
minor changes (and only such minor changes) as are necessary to make it valid
and enforceable.

Section 14. Governing Law Provisions.

(a) Governing Law. This agreement shall be governed by and construed in
accordance with the internal laws of the state of New York applicable to
agreements made and to be performed in such state.

(b) Consent to Jurisdiction. Any legal suit, action or proceeding arising
out of or based upon this Agreement or the transactions contemplated hereby
("Related Proceedings") may be instituted in the federal courts of the United
States of America located in the County of New York or the courts of the State
of New York in each case located in the County of New York (collectively, the
"Specified Courts"), and each party irrevocably submits to the exclusive
jurisdiction (except for proceedings instituted in regard to the enforcement of
a judgment of any such court (a "Related Judgment"), as to which such
jurisdiction is non-exclusive) of such courts in any such suit, action or
proceeding. Service of any process, summons, notice or document by mail to such
party's address set forth above shall be effective service of process for any
suit, action or other proceeding brought in any such court. The parties
irrevocably and unconditionally waive any objection to the laying of venue of
any suit, action or other proceeding in the Specified Courts and irrevocably and
unconditionally waive and agree not to plead or claim in any such court that any
such suit, action or other proceeding brought in any such court has been brought
in an inconvenient forum. Each party not located in the United States
irrevocably appoints CT Corporation System, which currently maintains a San
Francisco office at 1633 Broadway, New York, New York 10019, United States of
America, as its agent to receive service of process or other legal summons for
purposes of any such suit, action or proceeding that may be instituted in any
state or federal court in the County of New York.

(c) Waiver of Immunity. With respect to any Related Proceeding, each party
irrevocably waives, to the fullest extent permitted by applicable law, all
immunity (whether on the basis of sovereignty or otherwise) from jurisdiction,
service of process, attachment (both before and after judgment) and execution to
which it might otherwise be entitled in the Specified Courts, and with respect
to any Related Judgment, each party waives any such immunity in the Specified
Courts or any other court of competent jurisdiction, and will not raise or claim
or cause to be pleaded any such immunity at or in respect of any such Related
Proceeding or Related Judgment, including, without limitation, any immunity
pursuant to the United States Foreign Sovereign Immunities Act of 1976, as
amended.

29
<PAGE>

Section 15. General Provisions. This Agreement constitutes the entire
agreement of the parties to this Agreement and supersedes all prior written or
oral and all contemporaneous oral agreements, understandings and negotiations
with respect to the subject matter hereof. This Agreement may be executed in
two or more counterparts, each one of which shall be an original, with the same
effect as if the signatures thereto and hereto were upon the same instrument.
This Agreement may not be amended or modified unless in writing by all of the
parties hereto, and no condition herein (express or implied) may be waived
unless waived in writing by each party whom the condition is meant to benefit.
The Table of Contents and the Section headings herein are for the convenience of
the parties only and shall not affect the construction or interpretation of this
Agreement.

30
<PAGE>

If the foregoing is in accordance with your understanding of our agreement,
please sign and return to the Company the enclosed copies hereof, whereupon this
instrument, along with all counterparts hereof, shall become a binding agreement
in accordance with its terms.

Very truly yours,

AMERICREDIT CORP.

By:
--------------------------
[Title]

[The remainder of this page has been intentionally left blank.]

31
<PAGE>

The foregoing Underwriting Agreement is hereby confirmed and accepted by
the Representatives as of the date first above written.

BANCBOSTON ROBERTSON STEPHENS INC.
SALOMON SMITH BARNEY INC.
U.S. BANCORP PIPER JAFFRAY INC.

On their behalf and on behalf of each of the several underwriters named in
Schedule A hereto.

By BANCBOSTON ROBERTSON
STEPHENS INC.

By:
----------------------------
Authorized Signatory

32
<PAGE>

SCHEDULE A

Number of
Firm Common
Shares
Underwriters
To be Purchased

BANCBOSTON ROBERTSON STEPHENS INC....... [___]
SALOMON SMITH BARNEY INC................ [___]
U.S. BANCORP PIPER JAFFRAY INC.......... [___]

Total.............................. 8,000,000

S-A
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Exhibit A

Lock-Up Agreement

RE: AmeriCredit (the "Company")

Ladies & Gentlemen:

The undersigned is an owner of record or beneficially of certain shares of
Common Stock of the Company ("Common Stock") or securities convertible into or
exchangeable or exercisable for Common Stock. The Company proposes to carry out
a public offering of Common Stock (the "Offering") for which you will act as the
representatives (the "Representatives") of the underwriters. The undersigned
recognizes that the Offering will be of benefit to the undersigned and will
benefit the Company by, among other things, raising additional capital for its
operations. The undersigned acknowledges that you and the other underwriters
are relying on the representations and agreements of the undersigned contained
in this letter in carrying out the Offering and in entering into underwriting
arrangements with the Company with respect to the Offering.

In consideration of the foregoing, the undersigned hereby agrees that the
undersigned will not offer to sell, contract to sell, or otherwise sell, dispose
of, loan, pledge or grant any rights with respect to (collectively, a
"Disposition") any shares of Common Stock, any options or warrants to purchase
any shares of Common Stock or any securities convertible into or exchangeable
for shares of Common Stock (collectively, "Securities") now owned or hereafter
acquired directly by such person or with respect to which such person has or
hereafter acquires the power of disposition, otherwise than (i) as a bona fide
gift or gifts, provided the donee or donees thereof agree in writing to be bound
by this restriction, (ii) as a distribution to partners or shareholders of such
person, provided that the distributees thereof agree in writing to be bound by
the terms of this restriction, (iii) with respect to dispositions of Common
Shares acquired on the open market or (iv) with the prior written consent of
BancBoston Robertson Stephens Inc., for a period commencing on the date hereof
and continuing to a date 90 days after the Registration Statement is declared
effective by the Securities and Exchange Commission (the "Lock-up Period"). The
foregoing restriction has been expressly agreed to preclude the holder of the
Securities from engaging in any hedging or other transaction which is designed
to or reasonably expected to lead to or result in a Disposition of

A-1
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Securities during the Lock-up Period, even if such Securities would be disposed
of by someone other than such holder. Such prohibited hedging or other
transactions would include, without limitation, any short sale (whether or not
against the box) or any purchase, sale or grant of any right (including, without
limitation, any put or call option) with respect to any Securities or with
respect to any security (other than a broad-based market basket or index) that
included, relates to or derives any significant part of its value from
Securities. The undersigned also agrees and consents to the entry of stop
transfer instructions with the Company's transfer agent and registrar against
the transfer of shares of Common Stock or Securities held by the undersigned
except in compliance with the foregoing restrictions.

This agreement is irrevocable and will be binding on the undersigned and
the respective successors, heirs, personal representatives, and assigns of the
undersigned.

Dated:
----------------------------------

-----------------------------------
Printed Name of Holder

By:
-------------------------------
Signature

-----------------------------------
Printed Name of Person Signing
(and indicate capacity of person signing if
signing as custodian, trustee, or on behalf
of an entity)

A-2
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Exhibit B

Matters to be Covered in the Opinion of Company's In-house Counsel

(i) The Company and each Significant Subsidiary is duly qualified to
do business as a foreign corporation and is in good standing in each
jurisdiction, if any, in which the ownership or leasing of its properties
or the conduct of its business requires such qualification, except where
the failure to be so qualified or be in good standing would not have a
Material Adverse Effect.

(ii) The Company has the corporate power and authority to enter into
this Agreement and to issue, sell and deliver to the Underwriters the
Shares to be issued and sold by it hereunder.

(iii) The Company does not own or control, directly or indirectly, any
corporation, association or other entity other than (i) special purpose
entities created solely for the purpose of securitization transactions, and
(ii) [list other subsidiaries].

(iv) To such counsel's knowledge, neither the Company nor any of its
subsidiaries is presently (a) in material violation of its respective
charter or bylaws, or (b) in material breach of any applicable statute,
rule or regulation known to such counsel or, to such counsel's knowledge,
any order, writ or decree of any court or governmental agency or body
having jurisdiction over the Company or any of its subsidiaries, or over
any of their properties or operations.

(v) To such counsel's knowledge, the Company owns or possesses
sufficient trademarks, trade names, patent rights, copyrights, licenses,
approvals, trade secrets and other similar rights (collectively,
"Intellectual Property Rights") reasonably necessary to conduct their
business as now conducted; and the expected expiration of any such
Intellectual Property Rights would not result in a Material Adverse Effect.
The Company has not received any notice of infringement or conflict with
asserted Intellectual Property Rights of others, which infringement or
conflict, if the subject of an unfavorable decision, would result in a
Material Adverse Effect. To such counsel's knowledge, the Company's
discoveries, inventions, products, or processes referred to in the
Registration Statement or Prospectus do not infringe or conflict with any
right or patent which is the subject of a patent application known to the
Company.

B-1
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Exhibit C

Matters to be Covered in the Opinion of Company Counsel

(i) The Company and each Significant Subsidiary (as that term is
defined in Regulation S-X of the Securities Act) has been duly incorporated
and is validly existing as a corporation in good standing under the laws of
the jurisdiction of its incorporation;

(ii) The Company and each Significant Subsidiary has the corporate
power and authority to own, lease and operate its properties and to conduct
its business as described in the Prospectus;

(iii) The authorized capital stock of the Company is as set forth in
the Prospectus under the caption "Capitalization" as of the dates stated
therein, the issued and outstanding shares of capital stock of the Company
have been duly and validly issued and are fully paid and nonassessable,
and, to such counsel's knowledge, have not been issued in violation of or
subject to any preemptive right, co-sale right, registration right, right
of first refusal or other similar right;

(iv) All issued and outstanding shares of capital stock of each
Significant Subsidiary of the Company have been duly authorized and validly
issued and are fully paid and nonassessable, and, to such counsel's
knowledge, have not been issued in violation of or subject to any
preemptive right, co-sale right, registration right, right of first refusal
or other similar right and are owned of record by the Company free and
clear of any pledge, lien, security interest, encumbrance, claim or
equitable interest except the pledge of stock of AFS Funding Corp. to
Financial Security Assurance disclosed in the Prospectus;

(v) The Firm Shares and the Option Shares, as the case may be, to be
issued by the Company pursuant to the terms of this Agreement have been
duly authorized and, upon issuance and delivery against payment therefor in
accordance with the terms hereof, will be duly and validly issued and fully
paid and nonassessable, and will not have been issued in violation of or
subject to any preemptive right, co-sale right, registration right, right
of first refusal or other similar right;

(vi) This Agreement has been duly authorized by all necessary
corporate action on the part of the Company and has been duly executed and
delivered by the Company;

(vii) The Registration Statement has become effective under the
Securities Act and, to such counsel's knowledge, no stop order suspending
the effectiveness of the Registration Statement has been issued and no
proceedings for that purpose have been instituted or are pending or
threatened under the Securities Act;

C-1
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(viii) The Firm Shares or the Option Shares have been validly registered
under the Securities Act and the Exchange Act;

(ix) The Registration Statement and the Prospectus, and each amendment
or supplement thereto (other than the financial statements and financial
data and other statistical data derived therefrom as to which such counsel
need express no opinion), as of the effective date of the Registration
Statement, complied as to form in all material respects with the
requirements of the Securities Act; and each of the Incorporated Documents
(other than the financial statements and financial data and other
statistical data derived therefrom as to which such counsel need express no
opinion) complied when filed pursuant to the Exchange Act as to form in all
material respects with the requirements of the Securities Act and the
Exchange Act;

(x) The information in the Incorporated Documents under the caption
"Description of Capital Stock", to the extent that it constitutes matters
of law or legal conclusions, has been reviewed by such counsel and is a
fair summary of such matters and conclusions; and the forms of certificates
evidencing the Common Stock and filed as an exhibit to the Registration
Statement complies with Texas law;

(xi) The description in the Incorporated Documents of the charter and
bylaws of the Company and of statutes are accurate and fairly present the
information required to be presented by the Securities Act;

(xii) To such counsel's knowledge, there are no agreements, contracts,
leases or documents to which the Company is a party of a character required
to be described or referred to in the Registration Statement or Prospectus
or any Incorporated Document or to be filed as an exhibit to the
Registration Statement or any Incorporated Document which are not described
or referred to therein or filed as required;

(xiii) No consent, approval, authorization or order of or qualification
with any court, government or governmental agency or body having
jurisdiction over the Company or any of its subsidiaries, or over any of
their properties or operations is necessary in connection with the
consummation by the Company of the transactions herein contemplated, except
(i) such as have been obtained under the Securities Act, (ii) such as may
be required under state or other securities or Blue Sky laws in connection
with the purchase and the distribution of the Shares by the Underwriters,
(iii) such as may be required by the National Association of Securities
Dealers, LLC and (iv) such as may be required under foreign law;

(xiv) The performance of this Agreement and the consummation of the
transactions herein contemplated (other than performance of the Company's
indemnification obligations hereunder, concerning which no opinion need be
expressed) will not (a) result in any violation of the Company's charter or
bylaws or (b) to such counsel's knowledge, result in a material breach or
violation of any of the terms and provisions of, or constitute a default

C-2
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under, any bond, debenture, note or other evidence of indebtedness, or any
lease, contract, indenture, mortgage, deed of trust, loan agreement, joint
venture or other agreement or instrument known to such counsel to which the
Company is a party or by which its properties are bound, or any applicable
statute, rule or regulation known to such counsel or, to such counsel's
knowledge, any order, writ or decree of any court, government or
governmental agency or body having jurisdiction over the Company or any of
its subsidiaries, or over any of their properties or operations.

(xv) To such counsel's knowledge, there are no legal or governmental
proceedings pending or threatened against the Company or any of its
subsidiaries of a character required to be disclosed in the Registration
Statement or the Prospectus or any Incorporated Document by the Securities
Act or by the Exchange Act, other than those described therein;

(xvi) To such counsel's knowledge, except as set forth in the
Registration Statement and Prospectus and any Incorporated Document, no
holders of Company Shares or other securities of the Company have
registration rights with respect to securities of the Company that have not
expired after notice and, except as set forth in the Registration Statement
and Prospectus, all holders of securities of the Company having rights
known to such counsel to registration of such shares of Company Shares or
other securities, because of the filing of the Registration Statement by
the Company have, with respect to the offering contemplated thereby, waived
such rights or such rights have expired by reason of lapse of time
following notification of the Company's intent to file the Registration
Statement; and

(xvii) The Company is not and, after giving effect to the offering and
the sale of the Shares and the application of the proceeds thereof as
described in the Prospectus, will not be, an "investment company" as such
term is defined in the Investment Company Act of 1940, as amended.

In addition, such counsel shall state that such counsel has participated in
conferences with officials and other representatives of the Company, the
Representatives, Underwriters' Counsel and the independent certified public
accountants of the Company, at which such conferences the contents of the
Registration Statement and Prospectus and related matters were discussed, and
although they have not verified the accuracy or completeness of the statements
contained in the Registration Statement or the Prospectus, nothing has come to
the attention of such counsel which leads them to believe that, at the time the
Registration Statement became effective and at all times subsequent thereto up
to and on the First Closing Date or Second Closing Date, as the case may be, the
Registration Statement and any amendment or supplement thereto and any
Incorporated Document, when such documents became effective or were filed with
the Commission (other than the financial statements, schedules and other
financial information and statistical data derived therefrom as to which such
counsel need express no comment) contained any untrue statement of a material
fact or omitted to state a material fact required to be stated therein or
necessary to make the statements therein not misleading, or at the First Closing
Date or the Second Closing Date, as the case may be,

C-3
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the Registration Statement, the Prospectus and any amendment or supplement
thereto and any Incorporated Document (except as aforesaid) contained any untrue
statement of a material fact or omitted to state a material fact necessary to
make the statements therein, in the light of the circumstances under which they
were made, not misleading. Such counsel shall also state that the conditions for
the use of Form S-3 set forth in the General Instructions thereto have been
satisfied.

C-4
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Exhibit D

Matters to be Covered in the Opinion of Underwriters' Counsel

(i) The Shares have been duly authorized and, upon issuance and
delivery and payment therefor in accordance with the terms of the
Underwriting Agreement, will be validly issued, fully paid and non-
assessable.

(ii) The Registration Statement complied as to form in all material
respects with the requirements of the Act; the Registration Statement has
become effective under the Act and, to such counsel's knowledge, no stop
order proceedings with respect thereto have been instituted or threatened
or are pending under the Act.

(iii) The Firm Shares or the Option Shares have been validly registered
under the Securities Act.

(iv) The Underwriting Agreement, assuming due authorization, execution
and delivery by the Company, is a valid and binding agreement of the
Company, enforceable against the Company in accordance with its terms,
except as to rights of indemnification or contribution thereunder may be
limited by applicable law and except as enforceability thereof may be
limited by bankruptcy, insolvency, reorganization, moratorium or similar
laws relating to or affecting creditors' rights generally or by general
equitable principles.

Such counsel shall state that such counsel has reviewed the opinions
addressed to the Representatives from [list each set of counsel that has
provided an opinion], each dated the date hereof, and furnished to you in
accordance with the provisions of the Underwriting Agreement. Such opinions
appear on their face to be appropriately responsive to the requirements of the
Underwriting Agreement.

In addition, such counsel shall state that such counsel has participated in
conferences with officials and other representatives of the Company, the
Representatives, Underwriters' Counsel and the independent certified public
accountants of the Company, at which such conferences the contents of the
Registration Statement and Prospectus and related matters were discussed, and
although they have not verified the accuracy or completeness of the statements
contained in the Registration Statement or the Prospectus, nothing has come to
the attention of such counsel which leads them to believe that, at the time the
Registration Statement became effective and at all times subsequent thereto up
to and on the First Closing Date or Second Closing Date, as the case may be, the
Registration Statement and any amendment or supplement thereto and any
Incorporated Document, when such documents became effective or were filed with
the Commission (other than the financial statements as to which such counsel
need express no comment) contained any untrue statement of a material fact or
omitted to state a material fact required to be stated therein or necessary to
make the statements therein not misleading, or at the First Closing Date or the
Second Closing Date, as the case may be, the Registration Statement, the
Prospectus and any amendment or supplement

D-1
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thereto and any Incorporated Document (except as aforesaid) contained any untrue
statement of a material fact or omitted to state a material fact necessary to
make the statements therein, in the light of the circumstances under which they
were made, not misleading. Such counsel shall also state that the conditions for
the use of Form S-3 set forth in the General Instructions thereto have been
satisfied.

D-2