AMERICREDIT CORP, 10-K/A, 1999-12-17

AMERICREDIT CORP
10-K/A, 1999-12-17
FINANCE SERVICES

Previous: SEI INSTITUTIONAL MANAGED TRUST, 497, 1999-12-17

Next: ENSTAR INCOME GROWTH PROGRAM FIVE-A LP, SC 13G, 1999-12-17

<PAGE>

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 10-K/A
(Mark One)
[X] ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE
ACT OF 1934

For the fiscal year ended June 30, 1999
-------------

[_] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934

For the transition period from ______________ to ______________

Commission file number 1-10667
-------

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
- -------------------------------------------------------------------------------
(Address of principal executive offices) (Zip Code)

Registrant's telephone number, including area code: (817) 302-7000
--------------
Securities registered pursuant to Section 12(b) of the Act:

Name of each exchange on
Title of each class which registered
Common Stock, $.01 par value New York Stock Exchange
---------------------------- -----------------------

Securities registered pursuant to Section 12(g) of the Act:
9 1/4 % Senior Notes due 2004/Guarantee of 9 1/4% Senior Notes due 2004
9.875% Senior Notes due 2006/Guarantee of 9.875% Senior Notes due 2006
- ----------------------------------------------------------------------
(Title of class)

Indicate by check mark whether the registrant (1) has filed all reports required
to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during
the preceding 12 months (or for such shorter period that the registrant was
required to file such reports), and (2) has been subject to such filing
requirements for the past 90 days. Yes X No _____.
-----

Indicate by check mark if disclosure of delinquent filers pursuant to Item 405
of Regulation S-K is not contained herein, and will not be contained, to the
best of Registrant's knowledge in definitive proxy or information statements
incorporated by reference in Part III of this Form 10-K or any amendment to this
Form 10-K. [_]

The aggregate market value of 56,510,765 shares of the Registrant's Common Stock
held by non-affiliates based upon the closing price of the Registrant's Common
Stock on the New York Stock Exchange on September 10, 1999 was approximately
$734,639,945. For purposes of this computation, all executive officers,
directors and 5 percent beneficial owners of the Registrant are deemed to be
affiliates. Such determination should not be deemed an admission that such
executive officers, directors and beneficial owners are, in fact, affiliates of
the Registrant.

There were 72,062,181 shares of Common Stock, $.01 par value outstanding as of
September 10, 1999.

DOCUMENTS INCORPORATED BY REFERENCE: None
<PAGE>

AMERICREDIT CORP.

INDEX TO FORM 10-K/A

AmeriCredit Corp. (the "Company") hereby amends and restates in their
entirety each of the following items of the Company's Annual Report on Form 10-K
for the fiscal year ended June 30, 1999 filed with the Securities and Exchange
Commission on September 21, 1999.

ITEM PAGE
NO. No.
- ---- ---
PART III
10. Directors and Executive Officers of the Registrant 3
11. Executive Compensation 5
12. Security Ownership of Certain Beneficial Owners and
Management 12
13. Certain Relationships and Related Party Transactions 14

2
<PAGE>

PART III

Item 10. Directors and Executive Officers of the Registrant
- ------------------------------------------------------------

See Item 1 of the Company's Annual Report on Form 10-K, filed with the
Securities and Exchange Commission on September 21, 1999, "Business - Executive
Officers" for information concerning executive officers.

The Company's Board of Directors consists of eight directors. Each director
has been elected to serve for a specified term or until his successor has been
elected and qualified.

The following is a description of the principal occupations and other
employment during the past five years and their directorships in certain
companies of the directors of the Company:

CLIFTON H. MORRIS, JR., 64, whose term expires at the 2002 Annual Meeting
of Shareholders, has been a director of the Company since 1988. Mr. Morris 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, 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, 40, whose term expires at the 2001 Annual Meeting of
Shareholders, has been a director of the Company since 1990. Mr. Barrington has
been Vice Chairman, President and Chief Operating Officer of the Company since
November 1996 and was Executive Vice President, 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. ("AFSI"), a
subsidiary of the Company.

DANIEL E. BERCE, 45, whose term expires at the 2000 Annual Meeting of
Shareholders, has been a director of the Company since 1990. Mr. 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 of 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.

A. R. DIKE, 63, whose term expires at the 2002 Annual Meeting of
Shareholders, has been a director of the Company since 1998. Mr. Dike is the
President and Chief Executive Officer of The Dike Company, Inc., a private
insurance agency, and has been in such position since July 1999. Prior to July
1999, Mr. Dike was President of Willis Corroon Life, Inc. of Texas, and was in
such position for more than five years. Mr. Dike also serves on the Board of
Directors of Cash America International, Inc.

EDWARD H. ESSTMAN, 58, whose term expires at the 2000 Annual Meeting of
Shareholders, has been a director of the Company since 1996. Mr. 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.

3
<PAGE>

JAMES H. GREER, 72, whose term expires at the 2000 Annual Meeting of
Shareholders, has been a director of the Company since 1990. Mr. Greer is
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, and Pinnacle Global Group, Inc., a publicly held
company that provides investment banking and other financial services.

DOUGLAS K. HIGGINS, 49, whose term expires at the 2001 Annual Meeting of
Shareholders, has been a director of the Company since 1996. Mr. Higgins is a
private investor and owner of Higgins & Associates and has been in such position
since July 1994. In 1983, Mr. Higgins founded H & M Food Systems Company, Inc.,
a manufacturer of meat-based products for the foodservice industry, and was
employed by such company as President until his retirement in July 1994.

KENNETH H. JONES, JR., 64, whose term expires at the 2001 Annual Meeting of
Shareholders, has been a director of the Company since 1988. Mr. Jones is Vice
Chairman of KBK Capital Corporation, a publicly held non-bank commercial finance
company, and has been in such 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 such firm and its
predecessor or otherwise involved in the private practice of law in Fort Worth,
Texas for more than five years. 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 petition was filed against RVAC, Inc. in
December 1995.

Section 16(a) Beneficial Ownership Reporting Compliance

The Company's executive officers and directors are required to file under
the Securities Exchange Act of 1934, as amended, reports of ownership and
changes of ownership with the SEC. Based solely upon information provided to the
Company by individual directors and executive officers, the Company believes
that during the fiscal year ended June 30, 1999, all filing requirements
applicable to its executive officers and directors were met, except that (i) the
purchase of 18,500 shares by Mr. Greer during March 1999, reportable on a Form 4
due to be filed with the SEC on or before April 10, 1999, was reported on a Form
4 filed with the SEC on May 7, 1999, and (ii) Mr. Dike's initial Form 3 report,
due within ten days of his election as a director on November 4, 1998, was not
filed with the SEC until November 25, 1998.

4
<PAGE>

Item 11. Executive Compensation
- --------------------------------

Summary Compensation Table

The following sets forth information concerning the compensation of the
Company's Chief Executive Officer and each of the other four most highly
compensated executive officers of the Company (the ''Named Executive Officers'')
for the fiscal years shown.

<TABLE>
<CAPTION>
Long Term All Other
--------- ---------
Compensation Compensation
------------ ------------
Annual Compensation Awards ($)(1)
------------------- ------ ------
Shares of
Common Stock
------------
Name and Underlying
-------- -----------
Principal Position Stock Options
- ------------------ -------------
Year Salary ($) Bonus ($) (#)
------- --------- -------- -----
<S> <C> <C> <C> <C> <C>
Clifton H. Morris, Jr..................... 1999 574,815 823,973 -- 79,750
Chairman & CEO........................... 1998 523,000 500,000 710,000 79,761
1997 379,230 379,230 -- 101,241

Michael R. Barrington..................... 1999 474,815 673,973 -- 44,592
Vice Chairman, President & Chief......... 1998 381,750 458,767 710,000 43,681
Operating Officer....................... 1997 276,704 258,704 -- 43,326

Daniel E. Berce........................... 1999 474,815 673,973 -- 44,370
Vice Chairman & Chief Financial Officer.. 1998 381,750 458,767 710,000 44,381
1997 276,704 258,704 -- 44,120

Edward H. Esstman......................... 1999 384,061 448,202 -- 45,905
President and Chief Operating Officer.... 1998 334,250 307,890 495,000 45,916
--AFSI.................................. 1997 246,473 171,355 -- 45,655

Michael T. Miller......................... 1999 255,000 255,000 18,400 5,278
Executive Vice President................. 1998 165,000 123,750 259,200 4,941
and Chief Credit Officer............ 1997 119,822 59,911 70,000 730
</TABLE>

- ----------------
(1) The amounts disclosed in this column for fiscal 1999 include:

(a) Company contributions to 401(k) retirement plans on behalf of each
executive officer in the amount of $4,750;

(b) Payment by the Company of premiums for term life insurance on behalf
of Mr. Barrington, $2,342; Mr. Berce, $2,120; Mr. Esstman, $3,655; and
Mr. Miller, $528; and

(c) Annual premium payments under split-dollar life insurance policies on
Mr. Morris, $75,000; and Messrs. Barrington, Berce, and Esstman,
$37,500 each.

5
<PAGE>

Option Grants in Last Fiscal Year

The following table shows all individual grants of stock options to the
Named Executive Officers of the Company during the fiscal year ended June 30,
1999.

Shares of % of Total
----------- ----------
Common Stock Options
------------ -------
Underlying Granted to Exercise Grant Date
---------- ---------- -------- ----------
Options Employees in Price Expiration Present
-------- ------------ ----- ---------- --------
Granted (#) Fiscal Year ($/Sh) Date Value ($)
---------- ----------- ------- ---- ---------
<S> <C> <C> <C> <C> <C>
Clifton H. Morris, Jr.................. -- -- -- -- --
Chairman & CEO

Michael R. Barrington.................. -- -- -- -- --
Vice Chairman, President & Chief
Operating Officer

Daniel E. Berce........................ -- -- -- -- --
Vice Chairman & Chief Financial
Officer

Edward H. Esstman...................... -- -- -- -- --
President and Chief Operating
Officer--AFSI

Michael T. Miller...................... 18,400(1) .65% 17.00 8/6/2008 190,992(2)
Executive Vice President and
Chief Credit Officer
</TABLE>

(1) The options granted to Mr. Miller, which expire ten years after the grant
date, become exercisable 20% on August 6, 1998 and in 20% increments
thereafter on the anniversary date of the grant.

(2) As suggested by the SEC's rules on executive compensation disclosure, the
Company used the Black-Scholes model of option valuation to determine grant
date pre-tax present value. The Company does not advocate or necessarily
agree that the Black-Scholes model can properly determine the value of an
option. The calculation is based on a ten year option term and upon the
following assumptions: annual dividend growth of 0 percent, volatility of
approximately 40%, and a risk-free rate of return based on the published
Treasury yield curve effective on the grant date. There can be no assurance
that the amounts reflected in this column will be achieved.

6
<PAGE>

Aggregated Option Exercises in Last Fiscal Year
and FY-End Option Values

Shown below is information with respect to the Named Executive Officers
regarding option exercises during the fiscal year ended June 30, 1999, and the
value of unexercised options held as of June 30, 1999.

<TABLE>
<CAPTION>
Shares of
---------
Common Stock
------------
Shares Underlying
------ ----------
Acquired Unexercised Value of Unexercised In-
-------- ----------- ------------------------
on Options at FY-End the-Money Options at
-- ----------------- --------------------
Exercise Value Exercisable/ FY-End Exercisable/
-------- ----- ------------ -------------------
Name (#) Realized ($)(1) Unexercisable(#) Unexercisable($) (2)
---- --- --------------- ---------------- --------------------
<S> <C> <C> <C> <C>
Clifton H. Morris, Jr............ 685,332 10,605,833 2,350,666/852,000 22,492,701/3,408,000
Chairman & CEO
Michael R. Barrington............ 151,880 1,569,718 1,333,000/852,000 9,439,500/3,408,000
Vice Chairman, President & Chief
Operating Officer
Daniel E. Berce.................. -0- -0- 1,815,214/852,000 15,970,592/3,408,000
Vice Chairman & Chief Financial
Officer
Edward H. Esstman................ 200,000 2,939,610 966,666/594,000 7,240,731/2,376,000
President and Chief Operating
Officer--AFSI
Michael T. Miller................ 20,000 216,188 214,720/344,080 800,000/1,392,500
Executive Vice President and
Chief Credit Officer
</TABLE>

________________

(1) The "value realized" represents the difference between the exercise price
of the option shares and the market price of the option shares on the date
the options were exercised. The value realized was determined without
considering any taxes which may have been owed.

(2) Values stated are pre-tax, net of cost and are based upon the closing price
of $16.00 per share of the Company's Common Stock on the NYSE on June 30,
1999, the last trading day of the fiscal year.

7
<PAGE>

Director Compensation
----------------------

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, the Company adopted the 1990
Stock Option Plan for Non-Employee Directors of AmeriCredit Corp. (the "1990
Director Plan"), which provides for grants to the Company's nonemployee
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 nonemployee 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 ("NYSE") on the day preceding the date of
grant. On November 3, 1999, each nonemployee director was granted an option to
purchase 20,000 additional shares of Common Stock, pursuant to the 1990 Director
Plan, at an exercise price of $17.81 per share.

During the fiscal year ended June 30, 1999, Mr. Jones exercised options to
purchase 140,000 shares at exercise prices ranging from $1.40 to $9.375 per
share.

Compensation Committee Interlocks and Insider Participation

No member of the Stock Option/Compensation Committee is a current or former
officer or employee of the Company or any of its subsidiaries or has any
relationship that requires specific disclosure under this heading.

Report of the Compensation Committee on Executive Compensation

During fiscal 1999, the Stock Option/Compensation Committee of the Board of
Directors (the ''Committee'') was comprised of Messrs. Dike, Greer, Higgins and
Jones. The Committee is responsible for all elements of the total compensation
program for executive officers and senior management personnel of the Company,
including stock option grants and the administration of other incentive
programs.

General

The objectives of the Company's compensation strategy have remained
constant since fiscal 1994 and are as follows: (i) to attract and retain the
best possible executive talent, (ii) to motivate its executives to achieve the
Company's goals, (iii) to link executive and shareholder interest through
compensation plans that provide opportunities for management to become
substantial shareholders in the Company, and (iv) to provide a compensation
package that appropriately recognizes both individual and corporate
contributions.

8
<PAGE>

an evaluation of the Company's compensation strategy or levels by outside
consultants during fiscal 1999. However, the Committee has continued to
generally follow the strategies developed in prior periods in conjunction with
the outside consultants.

Components of Compensation of Executive Officers

Compensation paid to the Company's Named Executive Officers in fiscal 1999
consisted of the following: base salary and annual bonus. With the exception of
Mr. Miller, no stock options or other long-term incentive awards were made to
the Company's Named Executive Officers in fiscal 1999.

Base Salary

Employment agreements have been entered into between the Company and each
of the Named Executive Officers. All of these employment agreements, which are
described in greater detail hereinafter, provide for certain minimum annual base
salary with salary increases, bonuses and other incentive awards to be made at
the discretion of this Committee.

In April 1999, the Committee authorized a base salary increase of $200,000
for Messrs. Morris, Barrington and Berce and $55,000 for Mr. Esstman. The
increases were considered appropriate in light of the continuing growth and
financial success of the Company, as reflected in the following factors
considered by the Committee as of March 31, 1999 as compared to March 31, 1998:
net income increased 48%, auto loan originations increased 69%, average net
managed auto receivables increased 93%, and portfolio delinquency, annualized
charge-offs and expenses as a percentage of average net receivables decreased.
In addition, the Committee considered the fact that, in the twelve months prior
to the compensation increase, the Company had engaged in several successful
capital market and financing transactions, including increases in revolving and
warehouse credit facilities from $505 million to over $1 billion, the issuance
of $200 million in senior unsecured notes and the issuance of $2.4 billion of
notes in securitization transactions.

The compensation increases were designed to recognize the Company's
financial achievements and to serve to motivate the executives in future periods
through a compensation system that clearly rewards financial success.
Additionally, in return for these compensation increases, Messrs. Morris,
Barrington, Berce and Esstman have agreed to forego consideration for future
base compensation increases for a period of at least 3 years; the Committee
shall, in its sole discretion, determine when such executive officers shall
again be eligible for base compensation increases.

Annual Incentive

The purpose of annual incentive bonus awards is to encourage executive
officers and key management personnel to exercise their best efforts and
management skills toward achieving the Company's predetermined objectives. In
fiscal 1999, the CEO and the other Named Executive Officers received annual
incentive awards equal to between 100% and 150% of their base salary. As
described in the Company's 1998 Proxy Statement, these bonus awards were made in
return for the Company's successfully meeting earnings per share targets
established by the Committee prior to fiscal 1999. Under this plan, minimum
earnings levels were required to be obtained before any bonuses were awarded;
the plan also defined maximum award levels. Based on the Company's earnings per
share in fiscal 1999, the maximum bonus target was achieved for the CEO and the
other Named Executive Officers.

For fiscal 2000, the Committee has approved an incentive plan similar to
the plan in effect for fiscal 1999, including the establishment of earnings per
share

9
<PAGE>

targets and award levels associated with the Company's success in meeting those
targets.

Long-Term Incentive

In light of the stock options granted to the Named Executive Officers under
the 1998 Limited Stock Option Plan (the ''1998 Plan''), approved by shareholders
at the 1998 Annual Meeting, no stock option grants were made in fiscal 1999 to
the Named Executive Officers, other than Mr. Miller. In connection with a
promotion, Mr. Miller was granted a stock option for 18,400 shares on August 6,
1998 at an exercise price of $17.00 per share.

As noted in the 1998 Proxy Statement, there will be no further stock-based,
long-term incentive awards to Messrs. Morris, Barrington, Berce and Esstman
until the stock options covered by the 1998 Plan are fully vested and
exercisable.

Other Compensation Plans

The Company maintains certain broad-based employee benefit plans in which
executive officers are permitted to participate on the same terms as non-
executive personnel who meet applicable eligibility criteria, subject to any
legal limitations on the amounts that may be contributed or the benefits that
may be payable under the plans.

In addition, the Committee has previously approved a split-dollar life
insurance program for Messrs. Morris, Barrington, Berce and Esstman. Under this
program, the Company advances annual premiums for life insurance policies on
these officers, subject to the right of the Company to recover certain amounts
in the event of the officer's death or termination of employment. As adopted by
the Committee, the annual premiums will not exceed $75,000 in the case of Mr.
Morris and $37,500 in the case of Messrs. Barrington, Berce and Esstman.

Fiscal 1999 Compensation of CEO

During fiscal 1999, Mr. Morris received $549,315 in base salary. As noted
above, Mr. Morris received a $200,000 increase in base compensation effective
April 1999. The Committee believes that Mr. Morris' base salary is aligned with
base salaries paid to the top executive officer at similarly-sized financial
services companies and at the companies previously reviewed by the Committee
located within the Dallas-Fort Worth area. The salary amount shown for Mr.
Morris in the ''Executive Compensation--Summary Compensation Table'' hereinabove
includes director fees in addition to his base salary.

As discussed above, Mr. Morris also received a cash bonus under the 1999
incentive plan equal to 150% of his base salary, an award that represented the
maximum bonus opportunity for Mr. Morris.

No stock options or other stock-based, long-term incentive awards were made
to Mr. Morris during fiscal 1999.

DOUGLAS K. HIGGINS
A. R. DIKE
JAMES H. GREER
KENNETH H. JONES, JR.

10
<PAGE>

report and the Performance Graph shown hereinafter shall not be incorporated by
reference into any such filings.

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

The Company has entered into employment agreements with all of its Named
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 the Company's Board of
Directors, subject to the following minimum annual compensation: 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 the Company 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 by the Company other than for cause, or in the event the
employee resigns or is terminated other than for cause within twelve months
after a "change in control" of the Company (as that term is defined in the
employment agreements), the Company will pay to the employee the remainder of
his current year's salary (undiscounted) 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 the Named 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.

Performance Graph

The following graph presents cumulative shareholder return on the Company's
Common Stock for the five years ended June 30, 1999. The Company is compared to
the S&P 500 and the S&P Financial Index. Each Index assumes $100 invested at the
beginning of the measurement period and is calculated assuming quarterly
reinvestment of dividends and quarterly weighting by market capitalization.

The data source for the graph is Media General Financial Services, Inc., an
authorized licensee of S&P.

LOGO

<TABLE>
<CAPTION>
June June June June June June
------------- ----------- ---------- ---------- ------------ ------------
1994 1995 1996 1997 1998 1999
------------- ----------- ---------- ---------- ------------ ------------
<S> <C> <C> <C> <C> <C> <C>
AmeriCredit........ $100.00 $189.36 $265.96 $357.45 $607.45 $544.68
S&P 500............ $100.00 $126.07 $158.85 $213.97 $278.51 $341.89
S&P Financials..... $100.00 $120.59 $171.13 $260.13 $361.45 $391.37
</TABLE>

11
<PAGE>

Item 12. Security Ownership of Certain Beneficial Owners and Management
- ------------------------------------------------------------------------

The following table and the notes thereto set forth certain information
regarding the beneficial ownership of the Company's Common Stock as of September
10, 1999, by (i) each current director and nominee for director of the Company;
(ii) each Named Executive Officer (as defined in the "Executive Compensation--
Summary Compensation Table" hereinabove); (iii) all present executive officers
and directors of the Company as a group; and (iv) each other person known to the
Company to own beneficially more than five percent of the presently outstanding
Common Stock.

<TABLE>
<CAPTION>
Common Percent of
------ ----------
Stock Owned Class Owned
----------- -----------
Beneficially(1) Beneficially(1)
--------------- ---------------
<S> <C> <C>
Wanger Asset Management, L.P. ........................................ 6,487,100(2) 9.00%
Clifton H. Morris, Jr. .............................................. 2,613,980(3) 3.51%
Michael R. Barrington ............................................... 1,352,358(4) 1.84%
Daniel E. Berce ..................................................... 1,883,527(5) 2.55%
Edward H. Esstman ................................................... 1,036,620(6) 1.42%
A. R. Dike .......................................................... 91,476(7) *
James H. Greer ...................................................... 500,000(8) *
Douglas K. Higgins .................................................. 226,000(9) *
Kenneth H. Jones, Jr. .............................................. 320,000(10) *
Michael T. Miller ................................................... 222,602(11) *
All Present Executive Officers and Directors as a Group (15 Persons)
(3)(4)(5)(6)(7)(8)(9)(10)(11) ...................................... 9,017,139 11.23%
</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 "Exchange Act"). The
percentages are based upon 72,062,181 shares outstanding as of September
10, 1999, except for certain parties who hold options that are presently
exercisable or exercisable within 60 days of September 10, 1999. The
percentages for those parties who hold options that are presently
exercisable or exercisable within 60 days of September 10, 1999 are based
upon the sum of 72,062,181 shares outstanding plus the number of shares
subject to options that are presently exercisable or exercisable within 60
days of September 10, 1999 held by them, as indicated in the following
notes.

(2) As of September 15, 1999, the Company has been informed that Wanger Asset
Management, L.P. ("Wanger") holds an aggregate of 6,487,100 shares in
various investment funds and trusts for which Wanger serves as investment
advisor and over which Wanger has shared voting and investment power. The
address of Wanger is 227 West Monroe Street, Suite 3000, Chicago, Illinois
60606.

(3) This amount includes 2,350,666 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.

12
<PAGE>

(4) This amount includes 1,333,000 shares subject to stock options that are
currently exercisable or exercisable within 60 days.

(5) This amount includes 1,815,214 shares subject to stock options that are
currently exercisable or exercisable within 60 days.

(6) This amount includes 966,666 shares subject to stock options that are
currently exercisable or exercisable within 60 days.

(7) The 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 Sarah B. Dike,
Mr. Dike's wife.

(9) 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.

(10) This amount includes 280,000 shares subject to stock options that are
currently exercisable or exercisable within 60 days.

(11) This amount includes 214,720 shares subject to stock options that are
currently exercisable or exercisable within 60 days.

13
<PAGE>

Item 13. Certain Relationships and Related Transactions
- --------------------------------------------------------

Related Party Transactions

The Company engages independent contractors to solicit business from motor
vehicle dealers in certain geographic locations. During fiscal 1999, one such
independent contractor was CHM Company, L.L.C. (''CHM Company''), a Delaware
limited liability company, that is controlled by Clifton H. Morris, III, an
adult son of Mr. Clifton H. Morris, Jr., Chairman and Chief Executive Officer of
the Company. A per contract commission is paid to CHM Company for each motor
vehicle contract originated by the Company that is attributable to the marketing
efforts of CHM Company. Commission payments of $1,712,849 were made by the
Company to CHM Company during fiscal 1999. Out of payments received from the
Company, CHM Company pays all of its expenses, including salaries and benefits
for its employees and marketing representatives, office expenses, travel
expenses and promotional costs.

On September 21, 1999, Messrs. Barrington and Berce, executive officers of
the Company, each executed Revolving Credit Notes in the amount of $1,000,000 in
favor of the Company. These Notes, which bear interest at the prime lending rate
quoted by Bank One, Texas, N.A., provide that Messrs. Barrington and Berce can
borrow, repay and reborrow from time to time thereunder. The Notes mature in
full on the earlier to occur of September 20, 2000 or separation of employment
for any reason. On September 28, 1999, Mr. Barrington received an advance of
$425,000.00 under the Notes, which amount plus accrued interest is the aggregate
amount outstanding at any one time under the Notes and which remains outstanding
as of December 10, 1999.

14
<PAGE>

SIGNATURE

Pursuant to the requirements of Section 13 or 15(d) of the Securities and
Exchange Act of 1934, the registrant has duly caused this Form 10-K/A to be
signed on its behalf by the undersigned, thereunto duly authorized.

AMERICREDIT CORP.

December 17, 1999 By: /S/ Daniel E. Berce
-------------------------------------
Daniel E. Berce
Vice Chairman and Chief
Financial Officer (Principal
Financial Officer and
Principal Accounting Officer)

<PAGE>

SCHEDULE 14A INFORMATION

Proxy Statement Pursuant to Section 14(a) of the Securities
Exchange Act of 1934 (Amendment No. )

Filed by the Registrant [_]

Filed by a Party other than the Registrant [_]

Check the appropriate box:

[_] Preliminary Proxy Statement [_] CONFIDENTIAL, FOR USE OF THE
COMMISSION ONLY (AS PERMITTED BY
[X] Definitive Proxy Statement RULE 14A-6(E)(2))

[_] Definitive Additional Materials

[_] Soliciting Material Pursuant to Section 240.14a-11(c) or Section 240.14a-12

Americredit Corporation
- --------------------------------------------------------------------------------
(Name of Registrant as Specified In Its Charter)

- --------------------------------------------------------------------------------
(Name of Person(s) Filing Proxy Statement, if other than the Registrant)

Payment of Filing Fee (Check the appropriate box):

[X] No fee required.

[_] Fee computed on table below per Exchange Act Rules 14a-6(i)(4) and 0-11.

(1) Title of each class of securities to which transaction applies:
(2) Aggregate number of securities to which transaction applies:
(3) Per unit price or other underlying value of transaction computed
pursuant to Exchange Act Rule 0-11 (Set forth the amount on which
the filing fee is calculated and state how it was determined):
(4) Proposed maximum aggregate value of transaction:
(5) Total fee paid:

[_] Fee paid previously with preliminary materials.

[_] Check box if any part of the fee is offset as provided by Exchange
Act Rule 0-11(a)(2) and identify the filing for which the offsetting fee
was paid previously. Identify the previous filing by registration statement
number, or the Form or Schedule and the date of its filing.

(1) Amount Previously Paid:
(2) Form, Schedule or Registration Statement No.:
(3) Filing Party:
(4) Date Filed:

Notes:

<PAGE>

[AMERICREDIT CORP. LOGO APPEARS HERE]

801 Cherry Street, Suite 3900
Fort Worth, Texas 76102

----------------
NOTICE OF ANNUAL MEETING OF SHAREHOLDERS
----------------

Dear AmeriCredit Shareholder:

On Wednesday, November 3, 1999, AmeriCredit Corp. will hold its 1999 Annual
Meeting of Shareholders at the Fort Worth Club, 777 Taylor Street, Fort Worth,
Texas. The meeting will begin at 10:00 a.m.

Only shareholders who owned stock at the close of business on Friday,
September 10, 1999 can vote at this meeting or any adjournments that may take
place. At the meeting we will:

1. Elect eight members of the Board of Directors to serve for the terms
specified in the attached Proxy Statement;

2. Approve the appointment of our independent auditors for fiscal 2000;
and

3. Attend to other business properly presented at the meeting.

Your Board of Directors recommends that you vote in favor of the proposals
outlined in the Proxy Statement.

At the meeting, we will also report on AmeriCredit's fiscal 1999 business
results and other matters of interest to shareholders.

The approximate date of mailing for the Proxy Statement, proxy card and
AmeriCredit's 1999 Annual Report is September 24, 1999.

We hope you can attend on November 3. Whether or not you can attend, please
read the enclosed Proxy Statement. When you have done so, please mark your
votes on the enclosed proxy card, sign and date the proxy card, and return it
to us in the enclosed envelope. Your vote is important, so please return your
proxy card promptly.

Sincerely,

Chris A. Choate
Secretary

September 24, 1999
<PAGE>

AMERICREDIT CORP.

PROXY STATEMENT
FOR
ANNUAL MEETING OF SHAREHOLDERS
TO BE HELD NOVEMBER 3, 1999

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

SOLICITATION AND REVOCABILITY OF PROXIES

The accompanying proxy is solicited by the Board of Directors on behalf of
AmeriCredit Corp., a Texas corporation ("AmeriCredit" or the "Company"), to be
voted at the 1999 Annual Meeting of Shareholders of AmeriCredit (the "Annual
Meeting") to be held on November 3, 1999, at the time and place and for the
purposes set forth in the accompanying Notice of Annual Meeting of
Shareholders (the "Notice") and at any adjournment(s) thereof. When proxies in
the accompanying form are properly executed and received, the shares
represented thereby will be voted at the Annual Meeting in accordance with the
directions noted thereon; if no direction is indicated such shares will be
voted for the election of directors and in favor of the other proposals set
forth in the Notice.

The principal executive offices of AmeriCredit are located at 801 Cherry
Street, Suite 3900, Fort Worth, Texas 76102. AmeriCredit 's mailing address is
the same as its principal executive offices.

This Proxy Statement and accompanying proxy are being mailed on or about
September 24, 1999. AmeriCredit's Annual Report covering the Company's fiscal
year ended June 30, 1999 is enclosed herewith, but does not form any part of
the materials for solicitation of proxies.

The enclosed proxy, even though executed and returned, may be revoked at any
time prior to the voting of the proxy by giving written notice of revocation
to the Secretary of the Company at the Company's principal executive offices
or by executing and delivering a later-dated proxy or by attending the Annual
Meeting and voting in person. However, no such revocation shall be effective
until such notice has been received by the Company at or before the Annual
Meeting. Such revocation will not affect a vote on any matters taken prior to
receipt of such revocation. Mere attendance at the Annual Meeting will not of
itself revoke the proxy.

In addition to the solicitation of proxies by use of the mail, the
directors, officers and regular employees of the Company may solicit the
return of proxies either by mail, telephone, telegraph, or through personal
contact. Such officers and employees will not be additionally compensated but
will be reimbursed for out-of-pocket expenses. AmeriCredit has also retained
Corporate Investor Communications, Inc. ("CIC") to assist in the solicitation
of proxies from shareholders and will pay CIC a fee of approximately $7,500
for its services and will reimburse such firm for its out-of-pocket expenses.
Brokerage houses and other custodians, nominees, and fiduciaries will be
requested to forward solicitation materials to the beneficial owners. The cost
of preparing, printing, assembling, and mailing the Annual Report, the Notice,
this Proxy Statement, and the enclosed proxy, as well as the cost of
forwarding solicitation materials to the beneficial owners of shares and other
costs of solicitation, will be borne by AmeriCredit.
<PAGE>

PURPOSES OF THE MEETING

At the Annual Meeting, the shareholders of AmeriCredit will consider and
vote on the following matters:

1. The election of eight (8) directors to terms of office expiring at the
annual meeting of shareholders in 2000 (three directors), 2001 (three
directors) and 2002 (two directors), or until their successors are elected
and qualified;

2. The ratification of the appointment by the Board of Directors of
PricewaterhouseCoopers LLP as independent public accountants for the
Company for the fiscal year ending June 30, 2000; and

3. The transaction of such other business that may properly come before
the Annual Meeting or any adjournments thereof.

QUORUM AND VOTING

The record date for the determination of shareholders entitled to notice of
and to vote at the Annual Meeting was the close of business on September 10,
1999 (the "Record Date"). On the Record Date, there were 72,062,181 shares of
Common Stock of the Company, par value $0.01 per share, outstanding, each of
which is entitled to one vote on all matters to be acted upon at the Annual
Meeting. There are no cumulative voting rights. The presence, in person or by
proxy, of holders of a majority of the outstanding shares of Common Stock
entitled to vote at the meeting is necessary to constitute a quorum to
transact business. Assuming the presence of a quorum, the affirmative vote of
the holders of a plurality of the shares of Common Stock represented at the
Annual Meeting is required for the election of directors and the affirmative
vote of the holders of a majority of the shares of Common Stock represented at
the Annual Meeting is required for the ratification of the appointment by the
Board of Directors of PricewaterhouseCoopers LLP as independent public
accountants for the Company for the fiscal year ending June 30, 2000.

Abstentions and broker non-votes are counted towards determining whether a
quorum is present. Broker non-votes will not be counted in determining the
number of shares voted for or against the proposed matters, and therefore will
not affect the outcome of the vote. Abstentions on a particular item (other
than the election of directors) will be counted as present and voting for
purposes of any item on which the abstention is noted, thus having the effect
of a "no" vote as to that proposal because each proposal (other than the
election of directors) requires the affirmative vote of a majority of the
shares voting at the meeting. With regard to the election of directors, votes
may be cast in favor of or withheld from each nominee; votes that are withheld
will be excluded entirely from the vote and will have no effect.

2
<PAGE>

PRINCIPAL SHAREHOLDERS AND STOCK OWNERSHIP OF MANAGEMENT

The following table and the notes thereto set forth certain information
regarding the beneficial ownership of the Company's Common Stock as of the
Record Date, by (i) each current director and nominee for director of the
Company; (ii) each Named Executive Officer (as defined in the "Executive
Compensation--Summary Compensation Table" on page 9 of this Proxy Statement);
(iii) all present executive officers and directors of the Company as a group;
and (iv) each other person known to the Company to own beneficially more than
five percent of the presently outstanding Common Stock.

<TABLE>
<CAPTION>
Common Percent of
Stock Owned Class Owned
Beneficially(1) Beneficially(1)
--------------- ---------------
<S> <C> <C>
Wanger Asset Management, L.P.................. 6,487,100(2) 9.00%
Clifton H. Morris, Jr. ....................... 2,613,980(3) 3.51%
Michael R. Barrington......................... 1,352,358(4) 1.84%
Daniel E. Berce............................... 1,883,527(5) 2.55%
Edward H. Esstman............................. 1,036,620(6) 1.42%
A. R. Dike.................................... 91,476(7) *
James H. Greer................................ 500,000(8) *
Douglas K. Higgins............................ 226,000(9) *
Kenneth H. Jones, Jr. ........................ 320,000(10) *
Michael T. Miller............................. 222,602(11) *
All Present Executive Officers and Directors
as a Group (15 Per-
sons)(3)(4)(5)(6)(7)(8)(9)(10)(11)........... 9,017,139 11.23%
</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 "Exchange Act"). The
percentages are based upon 72,062,181 shares outstanding as of the Record
Date, except for certain parties who hold options that are presently
exercisable or exercisable within 60 days of the Record Date. The
percentages for those parties who hold options that are presently
exercisable or exercisable within 60 days of the Record Date are based
upon the sum of 72,062,181 shares outstanding plus the number of shares
subject to options that are presently exercisable or exercisable within
60 days of the Record Date held by them, as indicated in the following
notes.
(2) As of September 15, 1999, the Company has been informed that Wanger Asset
Management, L.P. ("Wanger") holds an aggregate of 6,487,100 shares in
various investment funds and trusts for which Wanger serves as investment
advisor and over which Wanger has shared voting and investment power. The
address of Wanger is 227 West Monroe Street, Suite 3000, Chicago,
Illinois 60606.
(3) This amount includes 2,350,666 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.
(4) This amount includes 1,333,000 shares subject to stock options that are
currently exercisable or exercisable within 60 days.
(5) This amount includes 1,815,214 shares subject to stock options that are
currently exercisable or exercisable within 60 days.
(6) This amount includes 966,666 shares subject to stock options that are
currently exercisable or exercisable within 60 days.
(7) The 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 Sarah B. Dike,
Mr. Dike's wife.

3
<PAGE>

(8) This amount includes 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.
(9) 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.
(10) This amount includes 280,000 shares subject to stock options that are
currently exercisable or exercisable within 60 days.
(11) This amount includes 214,720 shares subject to stock options that are
currently exercisable or exercisable within 60 days.

4
<PAGE>

ELECTION OF DIRECTORS
(Item 1)

On September 7, 1999, the Board of Directors adopted amendments to the
Company's bylaws classifying the Board of Directors into three (3) classes, as
nearly equal in number as possible, each of whom would serve for three years,
after a transitional period, with one class being elected each year. The Board
of Directors believes that the staggered three-year term of the classified
Board of Directors, in contrast to the past one-year terms of all members of
the Board of Directors, will help assure the continuity and stability of
management of the Company. This continuity and stability will result from the
fact that with the classified Board of Directors, the majority of the
directors at any given time will have prior experience as directors of the
Company. The bylaw amendment is also intended to protect shareholders' rights
in the event of an acquisition of control by an outsider which does not have
the support of the Board of Directors.

The Board of Directors has set the number of directors for the ensuing year
at eight (8). Under the amended bylaws, at the 1999 Annual Meeting three
directors shall be elected to serve terms expiring at the 2000 Annual Meeting,
three directors shall be elected to serve terms expiring at the 2001 Annual
Meeting, and two directors shall be elected to serve terms expiring at the
2002 Annual Meeting. In all cases, the directors will hold office until their
respective successors have been duly elected and qualified. Vacancies
occurring on the Board of Directors may be filled by the Board of Directors
for the unexpired term of the replacement director's predecessor in office. At
future annual meetings, each nominee for director that is elected will be
elected to serve a three year term.

The bylaw amendment to classify the Board of Directors will not prevent a
tender offer for all or part of the Company's shares. Thus, in the event that
an offer is attractive to shareholders, the bylaw amendment will not deny such
holders the opportunity to tender their shares. However, a classified Board of
Directors is likely to have the effect of inhibiting hostile takeovers,
particularly tenders for less than all of the shares, because at least two
shareholders' meetings will be required to effect a change in the majority of
the Board of Directors. Accordingly, it will be more difficult for an outsider
to impose its will on the remaining shareholders by a subsequent business
combination. The Company believes that shareholders not wishing to participate
in a tender should be afforded some protection against outsiders who have
tendered for or received less than all of the shares of the Company. The Board
considered many factors in adopting a classified Board, including the expense
and disruption of management which would be experienced by the Company in
resisting a hostile tender offer, the fact that all tender offers may not be
designed to give all shareholders an opportunity to sell all their shares, the
potential for a conflict of interest and resulting inequities to remaining
shareholders inherent in a business combination proposed by a new dominant
controlling shareholder, the cost of appraisal or other legal remedies
available to shareholders who did not tender but are forced to sell in such a
subsequent business combination, and the possibilities of undue pressures on
shareholders to tender rather than risk remaining as minority shareholders.
The Board also considered that the amendment to classify the Board could
result in a denial or reduction to shareholders of potential premiums over
market often afforded by tender offers, the ability of management or less than
a majority of shareholders to thwart transactions which may be desirable or
beneficial to other shareholders, and the fact that the amendment may make it
more difficult to alter management of the Company. Nonetheless, the Board
believes that a staggered Board tends to strike a balance between rights
afforded to controlling shareholders and those afforded other public
shareholders. The Board believes that if any future takeover of the Company is
involved, the shareholders are more likely to benefit in the long term, if
there are provisions inducing a prospective acquiror to negotiate with
management on an arm's-length basis rather than being able to exploit the
pressure on shareholders created by a hostile tender offer.

Nominees for Board of Directors

At the Annual Meeting, eight (8) directors are to be elected. As a result of
the bylaw amendment discussed above, there will be three classes of directors
and each nominee elected will hold office for the term indicated in the table
below, or until his successor has been duly elected and been qualified. In
order to be elected, each nominee for director must receive at least the
number of votes equal to the plurality of the shares represented at the
meeting, either in person or by proxy.

5
<PAGE>

Unless otherwise directed in the enclosed proxy, it is the intention of the
persons named in such proxy to vote the shares represented by such proxy for
the election of the following named nominees to the Board of Directors. All
eight nominees are currently members of the Board of Directors. Information
regarding each nominee is set forth in the table and text below:

CLASS I--Term to Expire at 2000 Annual Meeting

Daniel E. Berce
Edward H. Esstman
James H. Greer

CLASS II--Term to Expire at 2001 Annual Meeting

Michael R. Barrington
Douglas K. Higgins
Kenneth H. Jones, Jr.

CLASS III--Term to Expire at 2002 Annual Meeting

Clifton H. Morris, Jr.
A. R. Dike

CLASS I--ONE YEAR TERM:

DANIEL E. BERCE, 45, has been a director of the Company since 1990. Mr.
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 for 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, 58, has been a director of the Company since 1996. Mr.
Esstman has been President and Chief Operating Officer of AmeriCredit
Financial Services, Inc. ("AFSI"), a subsidiary of the Company, 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.

JAMES H. GREER, 72, has been a director of the Company since 1990. Mr. Greer
is 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, a publicly held company which owns and operates
funeral homes and related businesses, and Pinnacle Global Group, Inc., a
publicly held company that provides investment banking and other financial
services.

CLASS II--TWO YEAR TERM:

MICHAEL R. BARRINGTON, 40, has been a director of the Company since 1990.
Mr. Barrington has been Vice Chairman, President and Chief Operating Officer
of the Company since November 1996 and was Executive Vice President, 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 AFSI.

DOUGLAS K. HIGGINS, 49, has been a director of the Company since 1996. Mr.
Higgins is a private investor and owner of Higgins & Associates and has been
in such position since July 1994. In 1983, Mr. Higgins

6
<PAGE>

founded H & M Food Systems Company, Inc., a manufacturer of meat-based
products for the foodservice industry, and was employed by such company as
President until his retirement in July 1994.

KENNETH H. JONES, JR., 64, has been a director of the Company since 1988.
Mr. Jones is Vice Chairman of KBK Capital Corporation, a publicly held non-
bank commercial finance company, and has been in such 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 such firm and its predecessor or otherwise involved in the private
practice of law in Fort Worth, Texas for more than five years. 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
petition was filed against RVAC, Inc. in December 1995.

CLASS III--THREE YEAR TERM:

CLIFTON H. MORRIS, JR., 64, has been a director of the Company since 1988.
Mr. Morris has been Chairman of the Board and Chief Executive Officer of the
Company since May 18, 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 and Cash America
International, a publicly held pawn brokerage company.

A. R. DIKE, 63, has been a director of the Company since 1998. Mr. Dike is
the President and Chief Executive Officer of The Dike Company, Inc., a private
insurance agency, and has been in such position since July 1999. Prior to July
1999, Mr. Dike was President of Willis Corroon Life, Inc. of Texas, and was in
such position for more than five years. Mr. Dike also serves on the Board of
Directors of Cash America International.

The Board of Directors does not contemplate that any of the above-named
nominees for director will refuse or be unable to accept election as a
director of the Company. Should any of them become unavailable for nomination
or election or refuse to be nominated or to accept election as a director of
the Company, then the persons named in the enclosed form of Proxy intend to
vote the shares represented in such Proxy for the election of such other
person or persons as may be nominated or designated by the Board of Directors.

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 (i) recommending
the selection of independent auditors, (ii) reviewing the scope of the audit
conducted by such auditors, as well as the audit itself, and (iii) 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 (i) administers the Company's
employee stock option plans and reviews and approves the granting of stock
options and (ii) 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, 1999. Various matters were also approved during the
last fiscal year by unanimous written consent of the Board of Directors. Each
director of the Company attended all meetings of the Board of Directors and
all meetings held by committees on which such director served during the
fiscal year ended June 30, 1999.

Director Compensation

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.

7
<PAGE>

At the 1990 Annual Meeting of Shareholders, the Company adopted the 1990
Stock Option Plan for Non-Employee Directors of AmeriCredit Corp. (the "1990
Director Plan"), which provides for grants to the Company's nonemployee
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
nonemployee 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
("NYSE") on the day preceding the date of grant. Each nonemployee director
elected at the 1999 Annual Meeting of Shareholders will receive an option to
purchase 20,000 additional shares of Common Stock pursuant to the 1990
Director Plan following such meeting.

During the fiscal year ended June 30, 1999, Mr. Jones exercised options to
purchase 140,000 shares at exercise prices ranging from $1.40 to $9.375 per
share.

Compensation Committee Interlocks and Insider Participation

8
<PAGE>

EXECUTIVE COMPENSATION

Summary Compensation Table

The following sets forth information concerning the compensation of the
Company's Chief Executive Officer and each of the other four most highly
compensated executive officers of the Company (the "Named Executive Officers")
for the fiscal years shown.

<TABLE>
<CAPTION>
Long Term
Compensation
Annual Compensation Awards
-------------------- -------------
Shares of
Common Stock
Underlying All Other
Name and Stock Options Compensation
Principal Position Year Salary ($) Bonus ($) (#) ($)(1)
------------------ ---- ---------- --------- ------------- ------------
<S> <C> <C> <C> <C> <C>
Clifton H. Morris, Jr..... 1999 574,815 823,973 -- 79,750
Chairman & CEO 1998 523,000 500,000 710,000 79,761
1997 397,230 379,230 -- 101,241

Michael R. Barrington..... 1999 474,815 673,973 -- 44,592
Vice Chairman, President 1998 381,750 458,767 710,000 43,681
& Chief Operating Officer 1997 276,704 258,704 -- 43,326

Daniel E. Berce........... 1999 474,815 673,973 -- 44,370
Vice Chairman & Chief 1998 381,750 458,767 710,000 44,381
Financial Officer 1997 276,704 258,704 -- 44,120

Edward H. Esstman......... 1999 384,061 448,202 -- 45,905
President and Chief 1998 334,250 307,890 495,000 45,916
Operating Officer--AFSI 1997 246,473 171,355 -- 45,655

Michael T. Miller......... 1999 255,000 255,000 18,400 5,278
Executive Vice President 1998 165,000 123,750 259,200 4,941
and Chief Credit Officer 1997 119,822 59,911 70,000 730
</TABLE>
- --------
(1) The amounts disclosed in this column for fiscal 1999 include:

(a) Company contributions to 401(k) retirement plans on behalf of each
executive officer in the amount of $4,750;

(b) Payment by the Company of premiums for term life insurance on behalf
of Mr. Barrington, $2,342; Mr. Berce, $2,120; Mr. Esstman, $3,655; and
Mr. Miller, $528; and

(c) Annual premium payments under split-dollar life insurance policies on
Mr. Morris, $75,000; and Messrs. Barrington, Berce, and Esstman,
$37,500 each.

9
<PAGE>

Option Grants in Last Fiscal Year

The following table shows all individual grants of stock options to the
Named Executive Officers of the Company during the fiscal year ended June 30,
1999.

<TABLE>
<CAPTION>
Shares of
Common Stock % of Total
Underlying Options
Options Granted to Exercise Grant Date
Granted Employees in Price Expiration Present
(#) Fiscal Year ($/Sh) Date Value ($)
------------ ------------ -------- ---------- ----------
<S> <C> <C> <C> <C> <C>
Clifton H. Morris, Jr... -- -- -- -- --
Chairman & CEO

Michael R. Barrington... -- -- -- -- --
Vice Chairman,
President & Chief
Operating Officer

Daniel E. Berce......... -- -- -- -- --
Vice Chairman & Chief
Financial Officer

Edward H. Esstman....... -- -- -- -- --
President and Chief
Operating Officer--AFSI

Michael T. Miller....... 18,400(1) .65% 17.00 8/6/2008 190,992(2)
Executive Vice
President and Chief
Credit Officer
</TABLE>
- --------
(1) The options granted to Mr. Miller, which expire ten years after the grant
date, become exercisable 20% on August 6, 1998 and in 20% increments
thereafter on the anniversary date of the grant.
(2) As suggested by the SEC's rules on executive compensation disclosure, the
Company used the Black-Scholes model of option valuation to determine
grant date pre-tax present value. The Company does not advocate or
necessarily agree that the Black-Scholes model can properly determine the
value of an option. The calculation is based on a ten year option term and
upon the following assumptions: annual dividend growth of 0 percent,
volatility of approximately 40%, and a risk-free rate of return based on
the published Treasury yield curve effective on the grant date. There can
be no assurance that the amounts reflected in this column will be
achieved.

10
<PAGE>

Aggregated Option Exercises in Last Fiscal Year
and FY-End Option Values

<TABLE>
<CAPTION>
Shares of
Common Stock
Underlying Value of Unexercised
Unexercised In-the-Money
Shares Options at FY-End Options at FY-End
Acquired on Value Exercisable/ Exercisable/
Name Exercise (#) Realized ($)(1) Unexercisable(#) Unexercisable($)(2)
---- ------------ --------------- ----------------- --------------------
<S> <C> <C> <C> <C>
Clifton H. Morris, Jr... 685,332 10,605,833 2,350,666/852,000 22,492,701/3,408,000
Chairman & CEO
Michael R. Barrington... 151,880 1,569,718 1,333,000/852,000 9,439,500/3,408,000
Vice Chairman,
President & Chief
Operating Officer
Daniel E. Berce......... -0- -0- 1,815,214/852,000 15,970,592/3,408,000
Vice Chairman & Chief
Financial Officer
Edward H. Esstman....... 200,000 2,939,610 966,666/594,000 7,240,731/2,376,000
President and Chief
Operating Officer--AFSI
Michael T. Miller....... 20,000 216,188 214,720/344,080 800,000/1,392,500
Executive Vice
President and Chief
Credit Officer
</TABLE>
- --------
(1) The "value realized" represents the difference between the exercise price
of the option shares and the market price of the option shares on the date
the options were exercised. The value realized was determined without
considering any taxes which may have been owed.
(2) Values stated are pre-tax, net of cost and are based upon the closing
price of $16.00 per share of the Company's Common Stock on the NYSE on
June 30, 1999, the last trading day of the fiscal year.

Report of the Compensation Committee on Executive Compensation

During fiscal 1999, the Stock Option/Compensation Committee of the Board of
Directors (the "Committee") was comprised of Messrs. Dike, Greer, Higgins and
Jones. The Committee is responsible for all elements of the total compensation
program for executive officers and senior management personnel of the Company,
including stock option grants and the administration of other incentive
programs.

General

The objectives of the Company's compensation strategy have remained constant
since fiscal 1994 and are as follows: (i) to attract and retain the best
possible executive talent, (ii) to motivate its executives to achieve the
Company's goals, (iii) to link executive and shareholder interest through
compensation plans that provide opportunities for management to become
substantial shareholders in the Company, and (iv) to provide a compensation
package that appropriately recognizes both individual and corporate
contributions.

The Company's compensation strategy was initially developed in fiscal 1994
with the assistance of independent compensation consultants and was
reevaluated in fiscal 1996 by another independent compensation consultant. The
Committee did not authorize an evaluation of the Company's compensation
strategy or levels by outside consultants during fiscal 1999. However, the
Committee has continued to generally follow the strategies developed in prior
periods in conjunction with the outside consultants.

11
<PAGE>

Components of Compensation of Executive Officers.

Compensation paid to the Company's Named Executive Officers in fiscal 1999
consisted of the following: base salary and annual bonus. With the exception
of Mr. Miller, no stock options or other long-term incentive awards were made
to the Company's Named Executive Officers in fiscal 1999.

Base Salary

Employment agreements have been entered into between the Company and each of
the Named Executive Officers. All of these employment agreements, which are
described in greater detail elsewhere in this Proxy Statement, provide for
certain minimum annual base salary with salary increases, bonuses and other
incentive awards to be made at the discretion of this Committee.

In April 1999, the Committee authorized a base salary increase of $200,000
for Messrs. Morris, Barrington and Berce and $55,000 for Mr. Esstman. The
increases were considered appropriate in light of the continuing growth and
financial success of the Company, as reflected in the following factors
considered by the Committee as of March 31, 1999 as compared to March 31,
1998: net income increased 48%, auto loan originations increased 69%, average
net managed auto receivables increased 93%, and portfolio delinquency,
annualized charge-offs and expenses as a percentage of average net receivables
decreased. In addition, the Committee considered the fact that, in the twelve
months prior to the compensation increase, the Company had engaged in several
successful capital market and financing transactions, including increases in
revolving and warehouse credit facilities from $505 million to over $1
billion, the issuance of $200 million in senior unsecured notes and the
issuance of $2.4 billion of notes in securitization transactions.

The compensation increases were designed to recognize the Company's
financial achievements and to serve to motivate the executives in future
periods through a compensation system that clearly rewards financial success.
Additionally, in return for these compensation increases, Messrs. Morris,
Barrington, Berce and Esstman have agreed to forego consideration for future
base compensation increases for a period of at least 3 years; the Committee
shall, in its sole discretion, determine when such executive officers shall
again be eligible for base compensation increases.

Annual Incentive

The purpose of annual incentive bonus awards is to encourage executive
officers and key management personnel to exercise their best efforts and
management skills toward achieving the Company's predetermined objectives. In
fiscal 1999, the CEO and the other Named Executive Officers received annual
incentive awards equal to between 100% and 150% of their base salary. As
described in the Company's 1998 Proxy Statement, these bonus awards were made
in return for the Company's successfully meeting earnings per share targets
established by the Committee prior to fiscal 1999. Under this plan, minimum
earnings levels were required to be obtained before any bonuses were awarded;
the plan also defined maximum award levels. Based on the Company's earnings
per share in fiscal 1999, the maximum bonus target was achieved for the CEO
and the other Named Executive Officers.

For fiscal 2000, the Committee has approved an incentive plan similar to the
plan in effect for fiscal 1999, including the establishment of earnings per
share targets and award levels associated with the Company's success in
meeting those targets.

Long-Term Incentive

In light of the stock options granted to the Named Executive Officers under
the 1998 Limited Stock Option Plan (the "1998 Plan"), approved by shareholders
at the 1998 Annual Meeting, no stock option grants were made in fiscal 1999 to
the Named Executive Officers, other than Mr. Miller. In connection with a
promotion, Mr. Miller was granted a stock option for 18,400 shares on August
6, 1998 at an exercise price of $17.00 per share.

12
<PAGE>

Other Compensation Plans

In addition, the Committee has previously approved a split-dollar life
insurance program for Messrs. Morris, Barrington, Berce and Esstman. Under
this program, the Company advances annual premiums for life insurance policies
on these officers, subject to the right of the Company to recover certain
amounts in the event of the officer's death or termination of employment. As
adopted by the Committee, the annual premiums will not exceed $75,000 in the
case of Mr. Morris and $37,500 in the case of Messrs. Barrington, Berce and
Esstman.

Fiscal 1999 Compensation of CEO

During fiscal 1999, Mr. Morris received $549,315 in base salary. As noted
above, Mr. Morris received a $200,000 increase in base compensation effective
April 1999. The Committee believes that Mr. Morris' base salary is aligned
with base salaries paid to the top executive officer at similarly-sized
financial services companies and at the companies previously reviewed by the
Committee located within the Dallas-Fort Worth area. The salary amount shown
for Mr. Morris in the "Executive Compensation--Summary Compensation Table" on
page 9 of this Proxy Statement includes director fees in addition to his base
salary.

As discussed above, Mr. Morris also received a cash bonus under the 1999
incentive plan equal to 150% of his base salary, an award that represented the
maximum bonus opportunity for Mr. Morris.

No stock options or other stock-based, long-term incentive awards were made
to Mr. Morris during fiscal 1999.

DOUGLAS K. HIGGINS
A. R. DIKE
JAMES H. GREER
KENNETH H. JONES, JR.

Notwithstanding anything to the contrary set forth in any of the Company's
previous filings under the Securities Act of 1933 or the Securities Exchange
Act of 1934 that might incorporate future filings, including this Proxy
Statement, in whole or in part, the preceding report and the Performance Graph
on Page 14 shall not be incorporated by reference into any such filings.

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

The Company has entered into employment agreements with all of its Named
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 the
Company's Board of Directors, subject to the following minimum annual
compensation: 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 the Company 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 by the Company
other than for cause, or in the event the employee resigns or is terminated
other than for cause within twelve months after a "change in control" of the
Company (as that term is defined in the employment agreements), the Company
will pay to the employee the remainder of his current year's salary
(undiscounted)

13
<PAGE>

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 the Named 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.

Performance Graph

The following graph presents cumulative shareholder return on the Company's
Common Stock for the five years ended June 30, 1999. The Company is compared
to the S&P 500 and the S&P Financial Index. Each Index assumes $100 invested
at the beginning of the measurement period and is calculated assuming
quarterly reinvestment of dividends and quarterly weighting by market
capitalization.

The data source for the graph is Media General Financial Services, Inc., an
authorized licensee of S&P.

[PERFORMANCE GRAPH APPEARS HERE]

<TABLE>
<CAPTION>
June June June June June June
1994 1995 1996 1997 1998 1999
------- ------- ------- ------- ------- -------
<S> <C> <C> <C> <C> <C> <C>
AmeriCredit..................... $100.00 $189.36 $265.96 $357.45 $607.45 $544.68
S&P 500......................... $100.00 $126.07 $158.85 $213.97 $278.51 $341.89
S&P Financials.................. $100.00 $120.59 $171.13 $260.13 $361.45 $391.37
</TABLE>

14
<PAGE>

Section 16(a) Beneficial Ownership Reporting Compliance

The Company's executive officers and directors are required to file under
the Securities Exchange Act of 1934, as amended, reports of ownership and
changes of ownership with the SEC. Based solely upon information provided to
the Company by individual directors and executive officers, the Company
believes that during the fiscal year ended June 30, 1999, all filing
requirements applicable to its executive officers and directors were met,
except that (i) the purchase of 18,500 shares by Mr. Greer during March 1999,
reportable on a Form 4 due to be filed with the SEC on or before April 10,
1999, was reported on a Form 4 filed with the SEC on May 7, 1999, and (ii) Mr.
Dike's initial Form 3 report, due within ten days of his election as a
director on November 4, 1998, was not filed with the SEC until November 25,
1998.

Related Party Transactions

The Company engages independent contractors to solicit business from motor
vehicle dealers in certain geographic locations. During fiscal 1999, one such
independent contractor was CHM Company, L.L.C. ("CHM Company"), a Delaware
limited liability company, that is controlled by Clifton H. Morris, III, an
adult son of Mr. Clifton H. Morris, Jr., Chairman and Chief Executive Officer
of the Company. A per contract commission is paid to CHM Company for each
motor vehicle contract originated by the Company that is attributable to the
marketing efforts of CHM Company. Commission payments of $1,712,849 were made
by the Company to CHM Company during fiscal 1999. Out of payments received
from the Company, CHM Company pays all of its expenses, including salaries and
benefits for its employees and marketing representatives, office expenses,
travel expenses and promotional costs.

On September 21, 1999, Messrs. Barrington and Berce, executive officers of
the Company, each executed Revolving Credit Notes in the amount of $1,000,000
in favor of the Company. These Notes, which bear interest at the prime lending
rate quoted by Bank One, Texas, N.A., provide that Messrs. Barrington and
Berce can borrow, repay and reborrow from time to time thereunder. The Notes
mature in full on the earlier to occur of September 20, 2000 or separation of
employment for any reason. No amount of indebtedness has been outstanding
under these Notes since their execution on September 21, 1999.

THE BOARD OF DIRECTORS UNANIMOUSLY RECOMMENDS A VOTE "FOR" THE ELECTION OF
EACH OF THE INDIVIDUALS NOMINATED FOR ELECTION AS A DIRECTOR.

15
<PAGE>

RATIFICATION OF SELECTION OF INDEPENDENT PUBLIC ACCOUNTANTS
(Item 2)

The Board of Directors has selected PricewaterhouseCoopers LLP as
independent public accountants for the Company to audit its consolidated
financial statements for the fiscal year ending June 30, 2000, and has
determined that it would be desirable to request that the shareholders ratify
such selection. The affirmative vote of a majority of the outstanding shares
of Common Stock voting at the Annual Meeting in person or by proxy is
necessary for the ratification of the appointment by the Board of Directors of
PricewaterhouseCoopers LLP as independent public accountants.
PricewaterhouseCoopers LLP (or the predecessor to such firm) served as the
Company's independent public accountants for the fiscal year ended June 30,
1999 and has reported on the Company's consolidated financial statements for
such year. Representatives of PricewaterhouseCoopers LLP are expected to be
present at the Annual Meeting and will be available to respond to appropriate
questions from shareholders.

Shareholder ratification is not required for the selection of
PricewaterhouseCoopers LLP, since the Board of Directors has the
responsibility for selecting the Company's independent public accountants.
Nonetheless, the selection is being submitted for ratification at the Annual
Meeting with a view towards soliciting the shareholders' opinions, which the
Board of Directors will take into consideration in future deliberations.

THE BOARD OF DIRECTORS RECOMMENDS A VOTE "FOR" THE RATIFICATION OF
PRICEWATERHOUSECOOPERS LLP AS INDEPENDENT PUBLIC ACCOUNTANTS OF THE COMPANY
FOR THE FISCAL YEAR ENDING JUNE 30, 2000.

16
<PAGE>

OTHER BUSINESS
(Item 3)

The Board knows of no other business to be brought before the Annual
Meeting. If, however, any other business should properly come before the
Annual Meeting, the persons named in the accompanying proxy will vote the
proxy as in their discretion they may deem appropriate, unless they are
directed by the proxy to do otherwise.

Shareholder Proposals

Pursuant to various rules promulgated by the SEC, a shareholder that seeks
to include a proposal in the Company's proxy statement and form of proxy card
for the Annual Meeting of Shareholders of the Company to be held in 2000 must
timely submit such proposal in accordance with SEC Rule 14a-8 to the Company,
addressed to Chris A. Choate, Secretary, 801 Cherry Street, Suite 3900, Fort
Worth, Texas 76102 no later than May 26, 2000. Further, a shareholder may not
present a proposal for inclusion in the Company's proxy statement and form of
proxy card related to the 2000 annual meeting and may not submit a matter for
consideration at the 2000 annual meeting, regardless of whether presented for
inclusion in the Company's proxy statement and form of proxy card, unless the
shareholder shall have timely complied with the Company's bylaw requirements
which set a notice deadline after which a shareholder will not be permitted to
present a proposal at the Company's shareholder meetings. The bylaws state
that in order for business to be properly brought before an annual meeting by
a shareholder, the shareholder must have given timely notice thereof in
writing to the Secretary of the Company. To be timely, a shareholder's notice
must be delivered to or mailed and received at the principal executive offices
of the Company not less than 60 days nor more than 90 days prior to the first
anniversary of the preceding year's annual meeting. A shareholder's notice to
the Secretary must set forth as to each matter the holder proposes to bring
before the meeting a brief description of the business desired to be brought
before the meeting and the reasons for conducting such business at the
meeting; the name and address, as they appear on the Company's books, of the
shareholder proposing such business and the name and address of the beneficial
owner, if any, on whose behalf the proposal is made; the class and number of
shares of the Company which are owned beneficially and of record by such
shareholder of record and by the beneficial owner, if any, on whose behalf the
proposal is being made; and any material interest of such shareholder of
record and beneficial owner, if any, on whose behalf the proposal is made in
such business. A notice given pursuant to this provision of the Company's
bylaws will not be timely with respect to the Company's 2000 meeting unless
duly given by no later than September 4, 2000 and no earlier than August 5,
2000.

With respect to business to be brought before the 1999 Annual Meeting, the
Company has not received any notices from shareholders that the Company is
required to include in this Proxy Statement.

BY ORDER OF THE BOARD OF DIRECTORS

Chris A. Choate
Secretary

September 24, 1999
Fort Worth, Texas

IT IS IMPORTANT THAT PROXIES BE RETURNED PROMPTLY. SHAREHOLDERS WHO DO NOT
EXPECT TO ATTEND THE MEETING AND WISH THEIR STOCK TO BE VOTED ARE URGED TO
DATE, SIGN AND RETURN THE ACCOMPANYING PROXY IN THE ENCLOSED SELF-ADDRESSED
ENVELOPE. NO POSTAGE IS REQUIRED IF MAILED IN THE UNITED STATES.

17
<PAGE>

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

AMERICREDIT CORP.
801 CHERRY STREET, SUITE 3900
FORT WORTH, TEXAS 76102

THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS

The undersigned hereby appoints Clifton H. Morris, Jr., Michael R.
Barrington and Daniel E. Berce, and each of them, as proxies, each with the
power to appoint his substitute, and hereby authorizes them to represent and
vote, as designated on the reverse side, all of the shares of the common stock
of AmeriCredit Corp. (the "Company"), held of record by the undersigned on
September 10, 1999, at the Annual Meeting of Shareholders of the Company to be
held on November 3, 1999, and any adjournments thereof.

THIS PROXY, WHEN PROPERLY EXECUTED AND DATED, WILL BE VOTED IN THE MANNER
DIRECTED HEREIN BY THE UNDERSIGNED SHAREHOLDER(S). IF NO DIRECTION IS MADE, THIS
PROXY WILL BE VOTED "FOR" THE ELECTION OF THE NOMINEES UNDER PROPOSAL 1, "FOR"
PROPOSAL 2, AND THE PROXIES WILL USE THEIR DISCRETION WITH RESPECT TO ANY
MATTERS REFERRED TO IN PROPOSAL 3.

- -------------------------------------------------------------------------------
(FOLD AND DETACH HERE)

<PAGE>

<TABLE>

____________________________________________________________________________________________________________________________________
<S> <C> <C> <C>
Please mark
your votes as [X]
Indicated in
this example
Proposal to elect as Directors of the Company FOR all nominees WITHHOLD AUTHORITY to vote
the following persons to hold office for the listed below [_] for all nominees listed below [_]
terms set forth in the Proxy Statement or
until their successors have been duly elected Nominees: Clinton H. Morris, Jr., Michael R. Barrington, Daniel E. Brece,
and have qualified. Edward H. Esstman, A.R. Dike, Douglas K. Higgins, James H. Grear,
Kenneth H. Jones, Jr.
(INSTRUCTIONS: To withhold authority to vote for any individual nominee's name
in the space provided below.)

________________________________________________________________________________

2. Proposal to ratify the appointment of PricewaterhouseCoopers as 3. In their direction, the proxies are authorized to vote upon
accountants for the fiscal year ending June 30, 1999. such other business as properly come before the meeting.

FOR AGAINST ABSTAIN
[_] [_] [_]

(Please sign exactly as name appears hereon.
Proxies should be dated when signed. When shares
are held by joint tenants, both should sign.
When signing as attorney, as executor,
administrator, trustee or guardian, please give
full title as such. Only authorized officers
should sign for a corporation. If shares are
registered in more than one name, each joint
owner should sign.)

Dated: ___________________________________, 1999

________________________________________________
Signature

________________________________________________
PLEASE MARK, SIGN, DATE AND RETURN THIS PROXY PROMPTLY USING THE ENCLOSED ENVELOPE. Signature if held jointly
____________________________________________________________________________________________________________________________________
(FOLD AND DETACH HERE)
</TABLE>