CALCULATION OF REGISTRATION FEE ================================================================================================================================== TITLE OF EACH CLASS OF PROPOSED MAXIMUM PROPOSED MAXIMUM SECURITIES TO BE REGISTERED AMOUNT TO BE OFFERING PRICE AGGREGATE OFFERING AMOUNT OF REGISTERED/
(1)~~/ PER SECURITY/(1)(2)/ PRICE /(1)(2)/ REGISTRATION FEE/(3)/~~ ~~- -----------------------------------------------------------------------------------------------------------------------------------~~

The aggregate amount of common stock registered is further limited to that which is permissible under Rule 415(a)(4) under the Securities Act. The registered securities may be sold separately, together or as units with other registered securities. (2) Certain information as to each class of securities to be registered is not specified, in accordance with General Instruction II.D. to Form S-3 under the Securities Act. (3) The proposed maximum aggregate offering price has been estimated solely to calculate the registration fee under Rule 457(o) of the Securities Act. The proposed maximum aggregate offering price, with respect to debt securities, is calculated excluding accrued interest and accrued amortization of discount, if any, to the date of delivery. (4) Subject to note (1) above, we are registering an indeterminate principal amount of debt securities (which may be senior or subordinated). If any debt securities are issued at an original issue discount, then the offering price may be increased to the extent not to exceed the proposed maximum aggregate offering price less the dollar amount of any securities previously issued. Also, in addition to any debt securities that may be issued directly under this registration statement, we are registering an indeterminate amount of debt securities as may be issued upon conversion or exchange of other debt securities, preferred stock or depositary shares, for which no consideration will be received by us, or upon exercise of warrants registered hereby. (5) Subject to note (1) above, we are registering an indeterminate number of shares of preferred stock as may be sold, from time to time by us. We are also registering an indeterminate number of shares of preferred stock as shall be issuable upon exercise of warrants registered hereby. In addition, we are also registering such indeterminate number of shares of preferred stock, for which no consideration will be received by us, as may be issued upon conversion or exchange of debt securities of the Company. (6) Subject to note (1) above, we are registering an indeterminate number of shares of common stock. Each share of common stock includes an associated Junior Participating Preferred Stock Purchase Right (a "Right"). Until the occurrence of certain prescribed events, none of which has occurred, the Rights are not exercisable, are evidenced by the certificates representing the common stock, and will be transferred only with the common stock. We are also registering an indeterminate number of shares of common stock as may be issuable upon conversion of the debt securities or the preferred stock or upon exercise of warrants registered hereby. (7) Such indeterminate number of depositary shares to be evidenced by depositary receipts, representing a fractional interest of a share of preferred stock. (8) Subject to note (1) above, we are registering an indeterminate number of warrants representing rights to purchase debt securities, shares of common stock or preferred stock or depositary shares registered hereby. (9) We are registering the guarantees that may be provided by the subsidiaries named in the "Table of Additional Registrants" on the following page of the obligations of AmeriCredit Corp. under the debt securities. No additional consideration will be received by us for such guarantees. Pursuant to Rule 457(n) under the Securities Act, no additional filing fee is required in connection with such guarantees. (10) Subject to note (1) above, we are registering an indeterminate principal amount or number of our securities, trust debentures and guarantees and an indeterminate number of trust preferred securities of the AmeriCredit Capital Trust I as may from time to time be issued at indeterminate prices. Trust debentures may be issued and sold to AmeriCredit Capital Trust I, and the trust debentures may later be distributed to the holders of trust preferred securities. (11) We are also registering under this registration statement all other obligations that we may have with respect to preferred securities issued by AmeriCredit Capital Trust I consisting of our obligations set forth in the applicable indenture and any supplemental indenture thereto, in each case as further described in the registration statement. No separate consideration will be received for any guarantee or any other such obligations. _____________________ The registrantsregistrant hereby ~~amend~~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, as amended, or until the registration statement shall become effective on such date as the Commission, acting pursuant to said Section 8(a), may determine. ~~================================================================================~~ TABLE OF ADDITIONAL REGISTRANTS UNDER REGISTRATION STATEMENT ON FORM S-3 The following subsidiaries of AmeriCredit Corp. are co-registrants under this registration statement for the purpose of providing guarantees, if any, of payments on debt securities registered hereunder.

The information in this prospectus is not complete and may be changed. WeThe selling securityholders may not sell these securities until the registration statement filed with the Securities and Exchange Commission is effective. This prospectus is not an offer to sell these securities and it is not soliciting an offer to buy these securities in any state where the offer or sale is not permitted. ~~Subject to completion, dated January 29, 2001~~

PROSPECTUS $500,000,000 AmeriCredit Corp. [Logo] Debt Securities Preferred Stock

1.75% Convertible Senior Notes due 2023 and the Common Stock ~~Depositary Shares Warrants Guarantees Trust Debentures Guarantees~~Issuable upon Conversion of ~~Trust Preferred Securities AmeriCredit Capital Trust I Trust Preferred Securities Guaranteed by AmeriCredit Corp.~~the Notes

This prospectus relates to up to $200,000,000 of our 1.75% Convertible Senior Notes due 2023, and the shares of our common stock that may be issuable upon conversion of the notes. We will pay interest on the notes semiannually on May 15 and November 15 of each year, commencing on May 15, 2004. The notes will mature on November 15, 2023. Under this prospectus, the selling securityholders referenced in this prospectus or in any prospectus supplements may offer and sell the notes and the common stock issued upon conversion of the notes.

Holders may require us to repurchase for cash all or part of their notes on November 15, 2008 at a price equal to 100.25% of the principal amount of the notes being repurchased. In addition, holders of the notes may require us to repurchase for cash all or part of their notes on November 15, 2013 and November 15, 2018 or upon specific types of a change of control, in each case, at a price equal to 100% of the principal amount of the notes being repurchased. We may redeem for cash all or part of the notes on November 15, 2008 at a price equal to 100.25% of the principal amount of the notes being redeemed, or at a price equal to 100% of the principal of the notes being redeemed if the notes are redeemed after November 15, 2008.

The notes are convertible into shares of our common stock, subject to the conditions described below, at an initial conversion price of $18.6825 per share, subject to adjustments for certain events. The initial conversion price is equivalent to a conversion rate of 53.5260 shares per $1,000 principal amount of notes. Holders may surrender their notes for conversion if any of the following conditions are satisfied:

during any fiscal quarter prior to November 15, 2018, if the closing sale price of our common stock for at least 20 trading days in the 30 consecutive trading-day period ending on the first day of such fiscal quarter exceeds 120% of the conversion price per share of our common stock on such first day;

on or after November 15, 2018, if the closing sale price of our common stock on any trading day is more than 120% of the conversion price per share of our common stock on such trading day;

if the average of the trading prices of the notes for any five consecutive trading-day period is less than 98% of the average of the conversion values of the notes during that period, subject to certain limitations;

if we have called the notes for redemption;

during any period in which the notes are rated at or below CCC+ by Standard & Poor’s Rating Group or Caa1 by Moody’s Investors Service, Inc. or if the credit rating assigned to the notes is suspended or withdrawn by both such rating agencies or, once rated, if the notes are no longer rated by at least one of these rating agencies, although we are under no obligation to have the notes rated; or

if we make certain significant distributions to holders of our common stock or we enter into specified corporate transactions.

The notes are our general senior unsecured obligations and rank equally in right of payment with all of our existing and future senior indebtedness that is unsecured and unsubordinated. The notes are guaranteed on a senior basis by the same subsidiaries that guarantee our existing senior notes.

We are registering the notes and the common stock issuable upon conversion of the notes to provide the selling securityholders with registered securities, but this does not necessarily mean that the selling securityholders will offer or sell the notes or the common stock issuable upon conversion of the notes. We are filing the registration statement of which this prospectus is a part pursuant to contractual obligations. We will not receive any of the proceeds from the sale of any notes or common stock by the selling securityholders, but we will incur expenses in connection with the offering.

The selling securityholders may offer and sell the notes, and the common stock issuable upon conversion of the notes, from time to time ~~debt securities, shares of preferred stock, shares of common stock, depositary shares representing preferred stock, warrants for debt and equity securities, trust debentures~~directly or through agents or broker-dealers on terms to be ~~purchased by AmeriCredit Capital Trust I, or a guarantee~~determined at the time of ~~trust preferred securities sold by AmeriCredit Capital Trust I. AmeriCredit Capital Trust I may offer from time to time trust preferred securities representing undivided beneficial interests in~~sale. To the assets of the trust. The aggregate offering price of the securities offered by us and AmeriCredit Capital Trust I will not exceed $500,000,000. Each time we offer securities, we will provide a supplement to this prospectus that will describe the specific termsextent required, names of any ~~securities we~~agent or broker-dealer and applicable commissions or discounts and any other required information with respect to any particular offer ~~and the specific manner~~will be set forth in a prospectus supplement which we will ~~offer the securities. The~~accompany this prospectus. A prospectus ~~supplements~~supplement may also add, update or change information contained in this prospectus. ~~You should read this prospectus and any supplements carefully before you invest.~~

Our common stock is ~~quoted~~listed on ~~the~~The New York Stock Exchange under the symbol ~~"ACF." ----------------------------------------~~ “ACF.” On December 18, 2003, the closing price of our common stock was $13.92 per share. The notes are eligible for trading in The Portal^sm Market, a subsidiary of The Nasdaq Stock Market, Inc.

Investing in ~~our~~the securities offered by this prospectus involves ~~risks, which are described in~~risks. You should read this prospectus carefully before you invest. Please refer to the ~~Section "Risk Factors"~~“Risk Factors” section beginning on page ~~4. ----------------------------------------~~ 9 of this prospectus for a discussion of the material risks involved in investing in the notes and the common stock issued upon conversion of the notes.

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

You should rely only on the information contained ~~or incorporated by reference~~ in this prospectus ~~and the relevant prospectus supplement.~~or to which we have referred you. We have not authorized anyone to provide you with information ~~different from~~ that ~~contained~~is different. This prospectus may only be used where it is legal to sell these securities. The information in this prospectus may only be accurate on the date of this prospectus.

We are subject to the information and reporting requirements of the Securities Exchange Act of 1934, under which we file periodic reports, proxy and information statements and other information with the Securities and Exchange Commission (the “SEC”). Copies of the reports, proxy and information statements and other information may be examined without charge at the Public Reference Section of the SEC, 450 Fifth Street, N.W. Washington, D.C. 20549, or on the Internet athttp://www.sec.gov. Copies of all or a portion of such materials can be obtained from the Public Reference Section of the SEC upon payment of prescribed fees. Please call the SEC at 1-800-SEC-0330 for further information about the Public Reference Room. These reports, proxy and information statements and other information may also be inspected at the offices of The New York Stock Exchange, 11 Wall Street, New York, NY 10005.

We have agreed that if at any time the notes or the ~~relevant prospectus supplement. We~~common stock issuable upon conversion of the notes are “restricted securities” within the meaning of the Securities Act of 1933 and we are not ~~including an offer~~subject to ~~sell these securities~~the information reporting requirements of the Securities Exchange Act of 1934, we will furnish to holders of the notes and such common stock and to prospective purchasers designated by them the information required to be delivered pursuant to Rule 144A(d)(4) under the Securities Act of 1933 to permit compliance with Rule 144A in ~~any jurisdiction where~~connection with resales of the ~~offer or sale~~notes and such common stock.

We have “incorporated by reference” into this prospectus certain information that we file with the SEC. This means that we can disclose important business, financial and other information in this prospectus by referring you to the documents containing this information. All information incorporated by reference is ~~not permitted. The~~deemed to be part of this prospectus, unless and until that information is updated and superseded by the information contained in this prospectus or any information filed with the ~~relevant~~SEC and incorporated later. Any information that we subsequently file with the SEC that is incorporated by reference as described below will automatically update and supersede any previous information that is part of this prospectus.

We incorporate by reference into this prospectus ~~supplement~~our documents listed below and any documents we file subsequently with the SEC under Sections 13(a), 13(c), 14 or 15(d) of the Securities Exchange Act of 1934 until this offering is ~~accurate~~completed (which filed documents do not include any information furnished under either Item 9 or Item 12 of any Current Report on Form 8-K):

We will provide without charge to each person to whom a copy of this prospectus is delivered, including any beneficial owner, upon the written or oral request of such person, a copy of any or all of the documents incorporated

by reference (other than exhibits to such documents, unless such exhibits are specifically incorporated by reference into the information that this prospectus incorporates). Requests should be directed to:

This prospectus contains “forward-looking statements” within the meaning of the securities laws. These forward-looking statements are subject to a number of assumptions, risks and uncertainties, many of which are beyond our control, that could cause actual results to differ significantly from historical results or from those anticipated by management. All statements other than statements of historical facts included in this prospectus, including the statements under “Summary” and elsewhere regarding our strategy, future operations, financial position, estimated revenues, projected costs, prospects, plans and objectives of management, are forward-looking statements. When used in this prospectus, the words “will,” “believe,” “anticipate,” “intend,” “estimate,” “expect,” “project,” “plan,” “may,” “likely,” “should,” “continue,” “future” and similar or comparable expressions are intended to identify forward-looking statements, although not all forward-looking statements contain such identifying words. All forward-looking statements speak only as of the date onof this prospectus. Neither we nor the ~~front cover~~initial purchasers undertake any obligation to update or revise publicly any forward-looking statements, whether as a result of ~~those documents regardless of~~new information, future events or otherwise. Although we believe that our plans, intentions and expectations reflected in or suggested by the ~~time of delivery~~forward-looking statements we make in this prospectus are reasonable, we can give no assurance that such plans, intentions or expectations will be achieved.

You should read carefully the factors described in the “Risk Factors” section of this prospectus orfor a description of certain risks that could, among other things, cause actual results to differ from these forward-looking statements.

This summary highlights information that we believe is especially important concerning this offering. It does not contain all of the ~~relevant~~information that may be important to your investment decision. You should read the entire prospectus ~~supplement.~~ carefully, including the discussion under the heading “Risk Factors” and our consolidated financial statements and related notes (incorporated by reference herein), before deciding whether to invest in the notes.

In this prospectus, unless the context indicates otherwise, “Company,” “AmeriCredit,” “we,” “us,” and ~~the relevant prospectus supplement, "Company," "AmeriCredit," "we," "us," and "our"~~“our” refer to AmeriCredit Corp. and its ~~subsidiaries, and "trust" refers to~~subsidiaries. AmeriCredit Capital Trust I, a Delaware statutory business trust that we have formed to issue the preferred securities, except in "AmeriCredit Corp." and "Risk Factors" where "trust" refers to trusts that we sell automobile receivables to that, in turn, sell asset-backed securities to investors. ___________________________________ TABLE OF CONTENTS
~~Page~~ ABOUT THIS PROSPECTUS............................................................ 1 AMERICREDIT CORP................................................................. 1 THE TRUST........................................................................ 2 RISK FACTORS..................................................................... 4 RATIOS OF EARNINGS TO FIXED CHARGES.............................................. 14 FORWARD-LOOKING STATEMENTS....................................................... 14 USE OF PROCEEDS.................................................................. 15 DESCRIPTION OF DEBT SECURITIES................................................... 15 DESCRIPTION OF PREFERRED SECURITIES.............................................. 24 DESCRIPTION OF TRUST DEBENTURES.................................................. 35 DESCRIPTION OF GUARANTEE......................................................... 43 RELATIONSHIP AMONG THE PREFERRED SECURITIES, THE TRUST DEBENTURE AND THE GUARANTEE.................................................................... 46 DESCRIPTION OF CAPITAL STOCK..................................................... 47 DESCRIPTION OF THE DEPOSITARY SHARES............................................. 50 DESCRIPTION OF THE WARRANTS...................................................... 52 PLAN OF DISTRIBUTION............................................................. 53 LEGAL MATTERS.................................................................... 54 EXPERTS.......................................................................... 54 WHERE YOU CAN FIND MORE INFORMATION.............................................. 54 INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE.................................. 54
1 ABOUT THIS PROSPECTUS This prospectus is part of a registration statement that we filed with the Securities and Exchange Commission using a "shelf" registration process. Under the shelf registration process, we may sell any combination of the securities described in this prospectus in one or more offerings up to a total dollar amount of $500,000,000. This prospectus provides you with a general description of the securities we may offer. Each time we sell securities, we will provide a prospectus supplement that will contain specific information about the terms of the offering^® and the ~~securities.~~ AmeriCredit logo are trademarks and service marks of AmeriCredit Corp.

The prospectus supplement may also add, update or change information contained in this prospectus. Any statement that we make in this prospectus will be modified or superseded by any inconsistent statement made by us in a prospectus supplement. You should read both this prospectus and any prospectus supplement together with additional information described under the heading "Where You Can Find More Information." AMERICREDIT CORP. Company

We are a consumer finance company specializing in purchasing, retaining and subsequently 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. We also, to a lesser extent, make loans directly to consumers for the purchase of~~ automobiles. Our automobile ~~lending~~loan programs are designed to serve 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 centers~~centralized facilities located in Arlington, Texas, ~~Tempe,~~Chandler, Arizona, ~~and~~ Charlotte, North Carolina, Jacksonville, Florida and Peterborough, Ontario using automated loan servicing and collection systems. ~~We expect to open additional service centers in Jacksonville, Florida and Peterbourgh, Ontario during calendar year 2001.~~

We generate earnings and cash ~~flow~~flows primarily through the purchase, retention, subsequent securitization and servicing of automobile receivables. Our business model requires us to access significant capital from external resources to fund our liquidity needs. To fund the acquisition of receivables prior to securitization we use warehouse facilities consisting of institutionally managed commercial paper and medium term note conduits, whole loan purchase facilities and external debt and equity financings. We earn finance charge income and pay warehouse interest expense while receivables are held prior to securitization. In each securitization, we sell automobile receivables to a trust that, in turn, sells asset-backed securities to investors. ~~We recognize~~Both our warehouse facilities and our securitizations require us to create and maintain credit enhancement in the form of cash or overcollateralization. For securitization transactions entered into prior to October 1, 2002, we recognized a gain on the sale of the receivables to our securitization trusts, while retaining the ~~trust and~~right to receive ~~monthly~~ excess cash flow distributions from the ~~trust~~trusts 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. ~~The timing~~We changed the structure of our ~~receipt~~securitizations so that auto receivables securitized after September 30, 2002 will remain on our balance sheet and net earnings on our receivables will be recognized over the life of ~~excess cash flow distributions is dependent on~~ the ~~type of structure we use.~~receivables as finance charge and fee income, less related funding costs and a provision for loan losses. Prior to the time when we begin to receive excess cash flow distributions from our securitization trusts, 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 domestic receivables securitized. Since our first securitization transaction in December 1994, we have securitized approximately ~~$11.3~~$32.4 billion of automobile receivables in private and public offerings of asset-backed securities.

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 model are: ~~. decentralized marketing platform; .~~

•

Decentralized Marketing Platform. We derive our automobile contract purchase volume through a decentralized branch office network. 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.

This prospectus relates to the offer and sale by the selling securityholders referenced in this prospectus of proprietary credit scoring models for risk-based pricing; . sophisticated risk management techniques; . high investment in technology to support operating efficiency and growth; and 1 . 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~~securities:

$200,000,000 aggregate principal amount of our 1.75% Convertible Senior Notes; and

the shares of our common stock issuable upon conversion of the notes.

We issued and sold the notes in ~~contract volume; . continued enhancement~~November 2003 to Credit Suisse First Boston LLC and J.P. Morgan Securities Inc., collectively referred to in this prospectus as the initial purchasers, in transactions that were exempt from the registration requirements of ~~scoring models with new data; . continued use~~the Securities Act of ~~sophisticated risk management techniques; . continued investment~~1933. The initial purchasers reasonably believed that the persons to whom they resold the notes were “qualified institutional buyers,” as defined in technology; and . continued attempts to lower the cost of funds. We were incorporated in Texas in 1988 and succeeded to the business, assets and liabilities of a predecessor corporation formedRule 144A under the ~~laws~~Securities Act.

The following is a summary of ~~Texas in 1986.~~ the material terms of the securities offered under this prospectus.

	•	during any period in which the notes are rated at or below CCC+ by Standard & Poor’s Rating Group or Caa1 by Moody’s Investors Service, Inc. or if the credit rating assigned to the notes is suspended or withdrawn by both such rating agencies or, once rated, if the notes are no longer rated by at least one of these rating agencies, although we are under no obligation to have the notes rated; or

	•	if we make certain significant distributions to holders of our common stock or we enter into specified corporate transactions.

	See “Description of the Notes—Conversion of Notes.”

Optional redemption	We may redeem for cash all or part of the notes on November 15, 2008 at a price equal to 100.25% of the principal amount of the notes being redeemed plus accrued interest, including any additional interest. After November 15, 2008, we may redeem for cash all or part of the notes at a price equal to 100% of the principal amount of the notes being redeemed plus accrued interest, including any additional interest. See “Description of the Notes—Optional Redemption by AmeriCredit.”

Purchase at holder’s option on specified dates	You may require us to repurchase all or part of your notes for cash on November 15, 2008 at a price equal to 100.25% of the principal amount of the notes being repurchased plus accrued interest, including any additional interest. In addition, you may require us to repurchase all or part of your notes for cash on November 15, 2013 and November 15, 2018, in each case, at a price equal to 100% of the principal amount of your notes plus accrued interest, including any additional interest. See “Description of the Notes—Purchase of Notes at Your Option on Specified Dates.”

Purchase at holder’s option upon a change in control	You may require us to purchase your notes upon the occurrence of specific types of a change in control in cash at 100% of the principal amount of the notes plus accrued interest, including any additional interest. See “Description of the Notes—Purchase of Notes at Your Option upon a Change in Control.”

Ranking	The notes are our senior unsecured obligations and rank equally in right of payment with all of our existing and future unsecured and unsubordinated indebtedness. The notes are effectively subordinated to all our existing and future secured indebtedness. As of September 30, 2003, after giving effect to the offering of the notes and the application of the net proceeds from the sale of the notes, we had total secured indebtedness of approximately $5.2 billion. The terms of the indenture under which the notes were issued do not limit our ability to incur additional indebtedness, senior or otherwise.

Guarantors	The notes are guaranteed by the same subsidiaries that are guarantors of our outstanding 9⁷/8% Senior Notes due 2006 and our outstanding 9¹/4% Senior Notes due 2009. These subsidiary guarantees are joint and several obligations of the guarantors. Each subsidiary guarantee ranks senior in right of payment with any existing and future subordinated indebtedness of that guarantor and ranks equally in right of payment with all senior debt of that guarantor. Each subsidiary guarantee effectively ranks junior to any secured indebtedness of that guarantor to the extent of the assets securing such indebtedness.

Registration rights		We have filed with the SEC a shelf registration statement, of which this prospectus is a part, for the resale of the notes and the common stock issuable upon conversion of the notes. We have agreed to keep the shelf registration statement effective for a period of two years from the effective date of the registration statement of which this prospectus is a part, or such shorter period that will terminate when all of the securities covered by this prospectus have been sold or may be sold pursuant to Rule 144(k) of the Securities Act. We have agreed to pay interest to the holders of the notes or the common stock issuable upon conversion of the notes if we do not comply with these registration obligations.

Trading		The notes are eligible for trading in PORTAL. Our common stock is traded on The New York Stock Exchange under the symbol “ACF.”

Convertible note hedge and warrant transactions		We used a portion of the net proceeds of the offering of the notes to enter into convertible note hedge and warrant transactions with an affiliate of one of the initial purchasers. These transactions are expected to reduce the potential dilution from conversion of the notes but will increase the effective conversion price of the notes from our perspective. In connection with these transactions, the counterparties took positions in our common stock and/or entered into various derivative transactions and may modify their hedge positions from time to time. The effect of any of these transactions and activities on the market price of our common stock or the notes cannot be ascertained at this time, but any of these transactions and activities could adversely affect the value of our common stock and the notes.

Use of Proceeds		We will not receive any proceeds from the sale by the selling securityholders of the notes or the common stock being offered by this prospectus.

Risk Factors		You should consider carefully all of the information set forth in this prospectus and, in particular, you should evaluate the specific risks set forth under “Risk Factors” beginning on page 9 of this prospectus.

Our principal executive offices are located at 801 Cherry Street, Suite 3900, Fort Worth, Texas 76102 and our telephone number is ~~817-302-7000.~~(817) 302-7000. Our website is located at www.americredit.com. Information contained on our ~~Website should~~website is not ~~be considered~~ a part of this prospectus. ~~THE TRUST~~

The ~~trust~~following historical consolidated financial data should be read together with our most recent Annual Report on Form 10-K for the year ended June 30, 2003 and Quarterly Report on Form 10-Q for the three months ended September 30, 2003, each of which is a statutory business trust created under Delaware law through the filing of a certificate of trust with the Delaware Secretary of State on January 29, 2001. The trust's business is defined in a declaration of trust, dated January 29, 2001, executed by us, as sponsor, and the trustees. The declaration will be amended and restated in its entirety as of the date preferred securities of the trust are initially issued. The declaration, as amended and restated, is referred toincorporated in this prospectus ~~as the trust agreement.~~by reference. The ~~trust agreement will be qualified~~historical consolidated financial information under the ~~Trust Indenture Act~~captions “Statement of ~~1939.~~Income Data” and “Cash Flow Data” for each of the years in the five-year period ended June 30, 2003 and under the caption “Balance Sheet Data” for June 30, 2003 and June 30, 2002 have been derived from our audited consolidated financial statements. The ~~trust exists~~consolidated financial statements as of June 30, 2003 and June 30, 2002 and for each of the years in the three-year period ended June 30, 2003, and the report of independent accountants thereon, have been incorporated by reference in this prospectus. The historical consolidated financial information under the captions “Statement of Income Data,” “Cash Flow Data” and “Balance Sheet Data” as of September 30, 2003 and September 30, 2002 and for the ~~exclusive purposes of: . issuing~~three months then ended have been derived from the unaudited consolidated financial statements which, except for the consolidated balance sheet as of September 30, 2002, have been incorporated by reference in this prospectus. However, in our opinion, such information reflects all adjustments (consisting only of normal recurring adjustments) necessary for a fair statement of the results of operations for such periods. The results of operations for the three months ended September 30, 2003 are not necessarily indicative of the results to be expected for the entire year.

	Three Months Ended September 30,						Fiscal Years Ended June 30,
	2003			2002			2003			2002			2001			2000			1999
	(dollars in thousands)
Other Data:
Auto loan originations	$	745,076		$	2,419,084		$	6,310,584		$	8,929,352		$	6,378,652		$	4,427,945		$	2,879,796
Auto loans securitized—Gain on Sale					2,507,906			2,507,906			8,608,909			5,300,004			3,999,999			2,770,000
Auto loans securitized—On-Book		1,011,050						3,979,967
Number of branches		89			251			90			251			232			196			176
Managed Data:
Net margin(2)	$	410,422		$	484,738		$	1,952,181		$	1,539,115		$	997,501		$	643,658		$	400,090
Net charge-offs		277,833			205,281			1,026,657			573,818			301,691			214,276			147,344
Operating expenses (excluding restructuring charges)		80,984			115,826			373,739			424,131			308,453			223,219			165,345
Managed auto receivables		13,937,857			15,747,203			14,888,778			14,762,461			10,203,746			6,649,981			4,105,468
Average managed auto receivables		14,432,513			15,298,014			15,736,512			12,464,346			8,291,636			5,334,580			3,129,463
Average principal amount per managed auto receivable (in dollars)		12,552			13,224			12,831			13,129			12,384			11,706			11,209
Managed auto receivables greater than 60 days delinquent		408,762			556,353			495,598			485,018			250,091			150,624			73,512
Net margin as a percentage of average managed auto receivables(3)		11.3	%		12.6	%		12.4	%		12.3	%		12.0	%		12.0	%		12.5	%
Net charge-offs as a percentage of average managed auto receivables(3)		7.6	%		5.3	%		6.5	%		4.6	%		3.6	%		4.0	%		4.7	%
Delinquencies greater than 60 days as a percentage of managed auto receivables		2.9	%		3.5	%		3.3	%		3.3	%		2.5	%		2.3	%		1.8	%
Ratios:
Ratio of earnings to fixed charges(4)		1.6x			3.9x			1.2x			4.6x			4.0x			3.6x			3.9x
Percentage of total indebtedness to total capitalization		74.5	%		60.2	%		75.7	%		61.0	%		64.6	%		58.0	%		55.9	%
Return on average common equity(3)		6.9	%		20.3	%		1.2	%		24.9	%		26.0	%		21.6	%(5)		22.0	%
Operating expenses as a percentage of average managed auto receivables(3)		2.2	%		3.0	%		2.4	%		3.4	%		3.7	%		4.1	%		5.0	%
Percentage of senior unsecured debt to total equity		19.2	%		25.4	%		20.1	%		29.3	%		35.4	%		54.5	%		93.8	%

	Three Months Ended September 30,						Fiscal Years Ended June 30,
	2003			2002			2003			2002			2001			2000			1999

Net margin as reflected on the consolidated statements of income	$	130,509		$	55,630		$	435,642		$	216,389		$	119,193		$	61,049		$	40,806

Adjustments to reflect income earned on receivables in gain on sale Trusts		390,003			591,079			2,094,176			1,946,122			1,393,266			918,023			541,450

Adjustments to reflect interest expense incurred on receivables in gain on sale Trusts		(110,090	)		(161,971	)		(577,637	)		(623,396	)		(514,958	)		(335,414	)		(182,166	)


Net margin for the managed finance receivables portfolio	$	410,422		$	484,738		$	1,952,181		$	1,539,115		$	997,501		$	643,658		$	400,090

You should carefully consider the following risk factors and ~~selling~~all other information contained in this prospectus before making an investment decision. Investing in the ~~preferred~~ securities offered hereby involves a high degree of risk. The occurrence of any one or more of the following could materially adversely affect your investment in the securities offered hereby or our business and ~~common securities; . using~~operating results.

Our substantial indebtedness could adversely affect our financial health and prevent us from fulfilling our obligations under the notes.

We currently have a substantial amount of outstanding indebtedness. On September 30, 2003 after giving pro forma effect to the sale of the ~~preferred securities~~notes, we would have had total indebtedness of $5,825 million (of which $200 million would have consisted of the notes). Our ability to make payments of principal or interest on, or to refinance, our indebtedness will depend on:

our future operating performance; and ~~common securities~~

our ability to ~~acquire~~enter into additional securitizations, whole loan purchase facilities, 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 ~~trust debentures; . maintain its status as~~future to service our debt, we may be required to refinance all or a ~~grantor trust for United States federal income tax purposes; and . engaging in only those other activities necessary~~portion of our existing debt or ~~incidental~~ to ~~these purposes. The trust debentures~~obtain additional financing. There can be no assurance that any refinancings will be ~~the sole assets of the trust. Accordingly, payments~~possible or that any additional financing could be obtained on ~~the trust debentures will be the sole revenues of the trust.~~terms acceptable to us. The trust has a perpetual duration, but may dissolve earlier as provided in the trust agreement. We will, directly or indirectly, acquire all of the common securities of the trust, which will have an aggregate liquidation amount equalinability to at least 3% of the total capital of the trust. The remainder, representing up to 97% of the ownership interests in the trust, will be preferred securities of the trust which may be sold to the public. The common securities and the preferred securities will have substantially the same terms, including the same priority of payment, and will receive proportionate payments from the trust in respect of distributions and payments upon liquidation, redemption or otherwise at the same times, with one exception: if we default on any corresponding trust debentures that we issue to the trust and do not cure the default within the times specified in the indenture governing our issuance of our trust debentures, our rights to payments as holder of the common securities will be subordinated to the rights of the holders of the preferred securities. See "Description of Preferred Securities-Subordination of Common Securities." 2 The trust's business and affairs will be conducted by its trustees, as set forth in the trust agreement. At the time of the issuance of the preferred securities, the trustees for the trust will be Bankers Trust (Delaware), as the Delaware trustee, and three individual trustees, referred to in this prospectus as the administrative trustees, who are our officers. The property trustee and the Delaware trustee, together with the administrative trustees, are collectively referred to as the trustees in this prospectus when referring to the preferred securities, the common securities, the trust debentures and our guarantee. The property trustee will act as sole indenture trustee under the trust agreement and will also act as indenture trustee under the guarantee and the debenture indenture. See "Description of Guarantee" and "Description of Trust Debentures." The holder of the common securities of the trust or, if an event of default under the trust agreement has occurred and is continuing, the holders of not less than a majority in liquidation amount of the preferred securities, will be entitled to appoint, remove or replace the property trustee and the Delaware trustee. In no event will the holders of the preferred securities have the right to vote to appoint, remove or replace the administrative trustees. Such voting rights will be vested exclusively in the holder of the common securities of the trust. For so long as the preferred securities remain outstanding, we will: . maintain directly or indirectly 100% ownership of the common securities; . use our reasonable efforts to cause the trust to remain a statutory business trust and not to voluntarily dissolve, wind-up, liquidate or be terminated, except as permitted by the trust agreement; . use our reasonable efforts to ensure that the trust will not be an "investment company" for purposes of the Investment Company Act of 1940; . use our reasonable efforts to cause the trust to continue to be treated as a grantor trust and not an association taxable as a corporation for United States federal income tax purposes; and . use our reasonable efforts to cause each holder of common securities or preferred securities of the trust to be treated as owning an undivided beneficial interest in the trust debentures. The trust has no separate financial statements. Separate financial statements would not be material to holders of the preferred securities because the trust has no independent operations. It exists solely for the limited functions summarized above. We will guarantee the preferred securities as described later in this prospectus. The trust debentures are separately described in this prospectus under the caption "Description of Trust Debentures." The rights of the holders of the preferred securities are set forth in the trust agreement and the Delaware Business Trust Act. The location of the principal executive office of the trust is c/o AmeriCredit Corp., 801 Cherry Street, Suite 3900, Fort Worth, Texas 76102, and its telephone number is 817-302-7000. 3 RISK FACTORS Before you invest in our securities, you should be aware that the occurrence of any of the events described in this Risk Factors section and elsewhere in this prospectus or in a supplement to this prospectusobtain additional financing could have a material adverse effect on our ~~business,~~ financial position, liquidity and results of operations. ~~You should carefully consider these risk factors~~

Our substantial indebtedness creates risks to the holders of the notes, including:

we may be unable to satisfy our obligations under the notes and 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 may have to dedicate a substantial portion of our cash resources to the payments on our outstanding indebtedness, thereby reducing the funds available for operations and future business opportunities.

Because of our holding company structure and the ~~specific risks set forth under~~security interests our subsidiaries have granted in their assets, the ~~caption "Risk Factors"~~repayment of the notes are effectively subordinated to substantially all of our other debt, other than our existing senior notes.

We derive substantially all of our revenues from our subsidiaries and from their interests in securitization trusts. The notes are unsecured obligations of AmeriCredit Corp. The notes are effectively junior in right of payment to all of our secured indebtedness, including any ~~supplement~~existing and future credit enhancement agreements. Holders of any secured indebtedness of ours, our subsidiaries or the securitization trusts will have claims that are prior to ~~this prospectus, together~~the claims of the holders of any debt securities issued by us with respect to the assets securing most of our other indebtedness. Notably, we and most of our subsidiaries are parties to warehouse credit facilities which are secured by liens on all of the receivables financed under it and certain of our and our subsidiaries’ other ~~information included~~assets. Any debt securities issued by us, including the notes, will be effectively subordinated to that secured indebtedness. As of September 30, 2003, the aggregate amount of our and our subsidiaries secured indebtedness was approximately $5.2 billion and approximately $2.1 billion would have been available for additional borrowing under our warehouse credit facilities.

If we defaulted under our obligations under the warehouse credit facilities, the lenders or financial guaranty insurance provider, as applicable, could proceed against the collateral granted to them to secure that indebtedness. If any senior indebtedness were to be accelerated, we cannot assure you that our assets would be sufficient to repay in full that indebtedness and our other indebtedness, including any debt securities issued by us. In addition, upon any distribution of assets pursuant to any liquidation, insolvency, dissolution, reorganization or similar proceeding, the holders of secured indebtedness will be entitled to receive payment in full from the proceeds of the collateral securing our secured indebtedness before the holders of the notes will be entitled to receive any payment with respect thereto. As a result, the holders of the notes may recover proportionally less than holders of secured indebtedness.

Despite current indebtedness levels, we and our subsidiaries may still be able to incur substantially more debt, and this ~~prospectus~~could further exacerbate the risks described above.

We and our subsidiaries may be able to incur substantial additional indebtedness in the future. The terms of the indenture do not prohibit us or our subsidiaries from doing so. If new debt is added to our and our subsidiaries’ current debt levels, the related risks that we and they now face could intensify. See “Capitalization” and “Selected Consolidated Financial Data.”

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

Our ability to make payments on or to refinance our indebtedness and to fund our operations and planned capital expenditures depends 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 activities and securitization activities. We also incur significant transaction costs in connection with securitizations and warehouse facilities. Accordingly, our strategy of warehousing or securitizing substantially all of our newly purchased receivables will require substantial amounts of cash.

We expect to continue to require substantial amounts of cash. Our primary cash requirements include the funding of:

contract purchases pending their securitization;

credit enhancement requirements in connection with the securitization of the receivables;

interest and principal payments under our warehouse credit facilities, our senior notes and other indebtedness;

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

capital expenditures for technology and facilities;

ongoing operating expenses; and

any required income tax payments.

cash flow from operating activities;

sales of automobile receivables through securitizations;

borrowings under our warehouse credit facilities;

excess cash flow received from securitization trusts; and

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

In addition, because we expect to continue to require substantial amounts of cash in the foreseeable future, we anticipate that we will require securitizations and may choose to enter into whole loan sales or debt or equity financings. 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.

sell or transfer assets, other than through warehousing and securitizing;

incur additional debt;

make certain investments or acquisitions;

repurchase or redeem capital stock;

engage in mergers or consolidations; and

engage in certain transactions with subsidiaries and affiliates.

Our warehouse credit facilities consist of institutionally managed commercial paper and medium term note conduits. Our warehouse credit facilities also require us to comply with certain financial ratios and covenants and have minimum asset quality maintenance requirements. These restrictions may interfere with our ability to obtain financing or to engage in other necessary or desirable business activities. As of September 30, 2003, we were in compliance with all covenants on our warehouse credit facilities and senior note indentures.

If we cannot comply with the requirements in our warehouse credit facilities, then the lenders or financial guaranty insurance provider, as applicable, may increase our borrowing costs or require us to repay immediately all of the outstanding debt under them. If our debt payments were accelerated, our assets may not be sufficient to fully repay our debt. These lenders or financial guaranty insurance provider, as applicable, may require us to use all of our available cash to repay our debt, foreclose upon their collateral or prevent us from making payments to other creditors on certain portions of our outstanding debt. These events could also result in a ~~supplement~~default under our senior note indentures.

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

AmeriCredit Corp. is a holding company. Its only internal source of cash is from distributions from its subsidiaries.

AmeriCredit Corp. is a holding company with no operations of its own and conducts all of its business through its subsidiaries. AmeriCredit Corp.’s only significant asset is the outstanding capital stock of its subsidiaries. AmeriCredit Corp. is wholly dependent on the cash flow of its subsidiaries and dividends and distributions to it from its subsidiaries in order to service its current indebtedness, including payment of principal,

premium, if any, and interest on any indebtedness of AmeriCredit Corp., and any of its future obligations. AmeriCredit Corp.’s subsidiaries and special purpose finance vehicles are separate and distinct legal entities and will have no obligation, contingent or otherwise, to pay any amounts due pursuant to any indebtedness of AmeriCredit Corp. or to make any funds available therefore, except for those subsidiaries that have guaranteed our obligations under our existing senior notes and that guarantee our obligations under the notes. The ability of AmeriCredit Corp.’s subsidiaries to pay any dividends and distributions will be subject to, among other things, the terms of any debt instruments of its subsidiaries then in effect and applicable law. We cannot assure you that AmeriCredit Corp.’s subsidiaries will generate cash flow sufficient to pay dividends or distributions to AmeriCredit Corp. in order to pay interest or other payments on existing indebtedness or the notes.

AmeriCredit Corp.’s rights to participate in the distribution of assets of any of its subsidiaries upon that subsidiary’s liquidation or reorganization will be subject to the prior claims of that subsidiary’s creditors, except to the extent that AmeriCredit Corp. is itself recognized as a creditor of that subsidiary, in which case our claims would still be subject to the claims of any secured creditor of that subsidiary. As of September 30, 2003, the aggregate amount of debt and other obligations of AmeriCredit Corp.’s subsidiaries (including long-term debt, guarantees of AmeriCredit Corp.’s debt, current liabilities and other liabilities) was approximately $6.0 billion, of which approximately $5.2 billion was debt in connection with our warehouse credit facilities and securitization notes payable.

Your right to receive payments on the notes could be adversely affected if any of our subsidiaries or other special purpose finance vehicles declares bankruptcy, liquidates or reorganizes.

In the event of a bankruptcy, liquidation or reorganization of any of our subsidiaries, holders of their indebtedness and their trade creditors will generally be entitled to payment of their claims from the assets of those subsidiaries before any assets are made available for distribution to us. Assuming we had completed the offering of the notes on September 30, 2003, these notes would have been effectively junior to $5.2 billion of senior secured indebtedness under our warehouse credit facilities and securitization notes payable.

In addition, a substantial portion of our business is conducted through certain wholly-owned subsidiaries which are limited purpose entities and are subject to substantial contractual restrictions. The special purpose finance vehicles are not guarantors with respect to any debt securities issued by us, including the notes. As of September 30, 2003, all financings by us under our warehouse credit facilities and our securitization notes payable transactions are secured by a first priority lien on the receivables and related assets held by our special purpose finance vehicles. The auto receivables owned by the special purpose finance vehicles will not be available to satisfy claims by our creditors, including any claims made under the notes. Because the special purpose finance vehicles are not guarantors of the notes, any debt securities issued by us will be structurally subordinated to all indebtedness and other obligations of the special purpose finance vehicles.

Credit enhancement held by two of our subsidiaries is also subject to certain contingent claims by issuers of our financial guaranty insurance policies issued in connection with our securitizations. We have agreed to reimburse our financial guaranty insurance providers, on a limited recourse basis, for amounts paid by them under these financial guaranty insurance policies. In order to secure those reimbursement obligations, we have granted to our financial guaranty insurance providers liens on some credit enhancement assets. Our financial guaranty insurance providers will have claims that are prior to the claims of the holders of debt securities issued by us, including the notes, with respect to these assets and the debt securities issued by us, including the notes, will be effectively subordinated to all of these reimbursement rights. The credit enhancement consists of subordinated interests in our securitizations and is effectively subordinated to the asset-backed securities issued in our securitizations. We can give you no assurance that our operations, independent of these two subsidiaries, will generate sufficient cash flow to support payment of interest or principal on any debt securities issued by us, including the notes, or that dividend distributions will be available from our subsidiaries to fund these payments.

Not all subsidiaries are guarantors, and your right to receive payments on the notes could be adversely affected if any of our non-guarantor subsidiaries declares bankruptcy, liquidates, or reorganizes.

Some but not all of our subsidiaries guarantee the notes. In the event of a bankruptcy, liquidation or reorganization of any of our non-guarantor subsidiaries, holders of their indebtedness and their trade creditors will generally be entitled to payment of their claims from the assets of those subsidiaries before any assets are made available for distribution to us.

Assuming we had completed the offering of the notes on September 30, 2003, these notes would have been effectively junior to indebtedness of $5.2 billion and other liabilities (including trade payables) of our non-guarantor subsidiaries. Our non-guarantor subsidiaries held approximately 88% of our consolidated assets as of September 30, 2003.

Hedging transactions and other transactions may affect the value of the notes and our common stock.

We have entered into convertible note hedge and warrant transactions with respect to our common stock, the exposure for which is held by Credit Suisse First Boston International as of the time the notes were issued. The convertible note hedge and warrant transactions are expected to reduce the potential dilution from conversion of the notes. In connection with these hedging arrangements, Credit Suisse First Boston International took positions in our common stock in secondary market transactions and/or entered into various derivative transactions at or after the pricing of the notes. Such hedging arrangements could increase the price of our common stock. Credit Suisse First Boston International, or any transferee of any of its positions, is likely to modify its hedge positions from time to time prior to conversion or maturity of the notes by purchasing and selling shares of our common stock, our other securities or other instruments they may wish to use in connection with such hedging. We cannot assure you that such activity will not adversely affect the market price of our common stock. In addition, the existence of the notes may encourage short selling in our common stock by market participants because the conversion of the notes could depress the price of our common stock.

We have no obligation to have the notes rated. If one or more rating agencies rates the notes and assigns the notes a rating lower than the rating expected by investors, or reduces their rating in the future, the market price of the notes and our common stock would be harmed.

Federal and state statutes allow courts, under specific circumstances, to void the notes and the guarantees and require noteholders to return payments received from us or the guarantors.

Under the federal bankruptcy law and comparable provisions of state fraudulent transfer laws, the notes and the guarantees could be voided, or claims in respect of the notes or the guarantees could be subordinated to all other debts of ours or any guarantor if, among other things, we or the guarantor, at the time the indebtedness evidenced by the notes or its guarantee was incurred:

received less than reasonably equivalent value or fair consideration for the incurrence of the indebtedness;

were insolvent or rendered insolvent by reason of the incurrence of the indebtedness or the granting of the guarantees;

were engaged in a business or transaction for which our or the guarantor’s remaining assets constituted unreasonably small capital; or

intended to incur, or believed that we or the guarantor would incur, debts beyond our or the guarantor’s ability to pay those debts as they mature.

In addition, any payment by us or a guarantor pursuant to the notes or a guarantee could be voided and required to be returned to us or that guarantor, or to a fund for the benefit of our creditors or the creditors of the guarantor.

The measures of insolvency for purposes of these fraudulent transfer laws will vary depending upon the law applied in any proceeding to determine whether a fraudulent transfer has occurred. Generally, however, we or a guarantor would be considered insolvent if:

the sum of our or the guarantor’s debts, including contingent liabilities, were greater than the fair saleable value of all of our or the guarantor’s assets;

the present fair saleable value of our or the guarantor’s assets were less than the amount that would be required to pay our or the guarantor’s probable liability on our or the guarantor’s existing debts, including contingent liabilities, as they become absolute and mature; or

we or the guarantor could not pay our or the guarantor’s debts as they become due.

Based upon information currently available to us, we believe that the notes and the guarantees were incurred for proper purposes and in ~~documents~~good faith and that we ~~incorporate~~and each of the guarantors:

are solvent and will continue to be solvent after giving effect to the issuance of the notes and the guarantees, as the case may be;

will have enough capital for carrying on our business and the business of each of the guarantors after the issuance of the notes and the guarantees, as the case may be; and

will be able to pay our and each of the guarantors debts, as the case may be.

We may not be able to repurchase the notes or repay debt under our existing senior notes or warehouse credit facilities in the event of a change of control or upon the exercise of the holders’ options to require repurchase of the notes.

Upon the occurrence of certain change of control events and on specified dates, holders of the notes or may require us to repurchase all of their notes. We may not have sufficient funds at those times to make the required repurchases or restrictions in our warehouse credit facilities may not allow the repurchases. Additionally, a change of control (as defined in our indentures) or a default of our repurchase obligations would be an event of default under our warehouse credit facilities, which would permit the lenders to accelerate the debt, which also would cause an event of default under the indentures.

The source of funds for any of these repurchases will be our available cash or cash generated from other sources, including borrowing, sales of assets, sales of equity or funds provided by ~~reference~~a new controlling entity. We cannot assure you, however, that sufficient funds will be available at those times to make any required repurchases of our notes or our senior notes and to repay debt under our warehouse credit facilities. Furthermore, the use of available cash to fund these repurchases may impair our ability to obtain additional financing in the future. Any future credit agreements or other agreements relating to indebtedness to which we may become a party may contain similar restrictions and provisions.

There is no existing market for the notes and, although since the initial issuance of the notes, they have been eligible for trading in the PORTAL market by “qualified institutional buyers” as defined in Rule 144A under the Securities Act, there can be no assurance as to the liquidity of any markets that may develop for the notes, the ability of holders of the notes to sell their notes, or the prices at which holders would be able to sell their notes. Future trading prices of the notes will depend on many factors, including, among other things,

our ability to register the resales of the notes;

prevailing interest rates;

our operating results; and

the market for similar securities.

Prior to the issuance of the notes, the initial purchasers advised us that they intended to make a market in the notes; however, the initial purchasers are not obligated to do so and, if commenced any market making may be discontinued at any time without notice. We do not intend to apply for listing of the notes offered hereby on any securities exchange.

The conditional conversion features of the notes could result in you receiving less than the value of the common stock into which a note is convertible.

The notes are convertible into common stock only if specified conditions are met. If the specific conditions for conversion are not met you will not be able to convert your notes, and you will not be able to receive the value of the common stock into which the notes would otherwise be convertible.

Conversion of the notes will dilute the ownership interest of existing shareholders.

The conversion of some or all of the notes will dilute the ownership interest of existing shareholders. Any sales in the public market of the common stock issuable upon such conversion could adversely affect prevailing market prices of our common stock. In addition, the existence of the notes may encourage short selling by market participants because the conversion of the notes could depress the price of our common stock.

The market price of our common stock has fluctuated significantly in the past and is likely to fluctuate significantly 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, among other things:

quarterly variations in operating results;

changes in analysts’ estimates;

monthly reported performance of our securitization trusts;

short-selling of our common stock;

significant sales of common stock or the perception that such sales could occur;

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.

In the past, companies that have experienced volatility in the market price of their stock, including us, have been 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. Because the notes are convertible into shares of our common stock, volatility or depressed prices for our common stock could have a similar effect on the trading price of the notes. Holders who receive common stock on conversion also will be subject to the risk of volatility and depressed prices.

Our articles of incorporation and bylaws, Texas law and contractual provisions contain provisions that could discourage a takeover.

Our articles of incorporation and bylaws contain provisions which may discourage takeover attempts. These provisions may limit shareholders’ ability to approve a transaction that shareholders may think is in their best interests. Such provisions include:

a requirement that certain procedures must be followed before ~~you decide~~matters can be proposed for consideration at meetings of our shareholders; and

the ability of the Board of Directors to fix the rights and preferences of an issue of shares of preferred stock without shareholder action.

In addition, we have a shareholder rights plan that enables our shareholders (other than a hostile acquiror) to buy our shares at a substantially discounted price if any third party were to acquire more than 15% of our common stock.

Provisions of the Texas Business Corporation Act also restrict certain business combinations with interested shareholders. The provisions of our articles of incorporation, bylaws and shareholder rights plan and of Texas law are intended to encourage potential acquirors to negotiate with us and allow the Board of Directors the opportunity to consider alternative proposals in the interest of maximizing shareholder value. However, these provisions may also discourage acquisition proposals or delay or prevent a change in control.

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 thereby delay or hinder such a change in control. Our warehouse credit 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 us.

Our ability to continue to purchase ~~our securities. This prospectus contains forward-looking statements that involve risks and uncertainties. Our Ability to Continue to Purchase Contracts~~contracts and to ~~Fund Our Business~~fund our business is ~~Dependent On~~dependent on a ~~Number~~number of ~~Financing Sources. Credit Facilities and~~financing sources.

Dependence on Warehouse ~~Facilities.~~Financing. We depend on warehouse credit ~~facilities and warehouse~~ facilities with financial institutions to finance our purchase of contracts pending a whole loan sale or securitization. At ~~the date of this prospectus,~~September 30, 2003 we ~~have six~~had one warehouse credit ~~and warehouse facilities~~facility with various financial institutions providing for ~~revolving credit~~available borrowings of up to a total of ~~$2.5 billion,~~approximately $1,950 million, subject to defined borrowing bases. This facility was renewed in November 2003 and, as a result, $150 million matures in November 2004 and the remaining $1,800 million matures in November 2006.

At September 30, 2003, we also had two medium term note facilities with administrative agents on behalf of institutionally managed medium term note conduits that in the aggregate provide $1,250 million of receivables financing. We have a ~~$525 million warehouse facility which expires in September 2001, a $500 million warehouse facility that expires in June 2001, a $375~~$750 million facility which ~~expires in March 2001, a $300 million facility that expires~~matures in June ~~2001, a $275 million facility that expires in September 2001,~~2004 and a $500 million facility ~~that expires~~which matures in ~~December 2003. We also have a $30~~February 2005. Subsequent to September 30, 2003, we exercised our right to cancel the $750 million ~~Cdn. bank facility to fund Canadian auto receivables that expires in March 2001.~~ medium term note facility.

We cannot ~~assure you~~guarantee that any of these financing resources will continue to be available ~~to us on~~beyond the current maturity dates at 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 warehouse credit facilities, medium term note facilities or ~~warehouse facilities,~~other types of interim financing, 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 warehouse credit facilities ~~and warehouse facilities~~ contain ~~extensive~~ restrictions and covenants ~~and~~that 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~~these agreements and restrict or terminate our ability to obtain additional borrowings under these agreements. Our ability to meet those financial ratios and tests ~~can~~may be affected by events beyond our control, and we cannot ~~assure you~~guarantee that we will meet those financial ratios and tests.

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

We will continue to require the execution of securitization transactions or whole loan sales as well as the renewal of our existing warehouse facility, in order to fund our future liquidity needs. 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. If these sources of funding are unavailable to us on a regular basis for any reason, including the occurrence of events of default, deterioration in loss experience on the receivables, breach of financial covenants, disruption of the asset-backed market or otherwise, we will be required to further decrease loan originations and implement additional expense reductions, all of which may have a material adverse affect on our ability to achieve our business and financial objectives.

Dependence on Credit ~~Enhancement. Our~~Enhancement. To date, all but three of our securitizations in the United States have ~~typically~~ utilized credit enhancement in the form of financial guaranty insurance policies ~~issued~~provided by ~~Financial Security Assurance Inc.~~various monoline insurance providers in order to achieve ~~''AAA/Aaa''~~AAA/Aaa ratings ~~which reduces~~on the insured securities issued in the securitization transactions. These ratings may reduce the costs of securitizations relative to alternative forms of financing available to ~~us. Financial Security Assurance is~~us and enhance the marketability of these transactions to investors in asset-backed securities. We have committed

to offering specific financial guaranty insurance providers the opportunity to provide insurance policies in connection with certain of our future securitizations; however, the financial guaranty insurance providers are not required to insure our securitizations, and wethere can ~~give you~~be no assurance that itthey will continue to do so or that our future securitizations will be similarly rated. ~~Likewise, we are not required~~Our insurance providers’ willingness to ~~utilize~~insure our future securitizations is subject to many factors beyond our control, including concentrations of risk with any given insurance provider, the insurance providers’ own rating considerations, their ability to cede this risk to reinsurers and the performance of the portion of our portfolio for which the insurer has provided insurance. Alternatively, in lieu of relying on a financial guaranty insurance ~~policies issued by Financial Security Assurance or any other form~~policy, in three of ~~credit 4~~ ~~enhancement~~our securitizations in ~~connection with our securitizations. We also utilize reinsurance and other~~the United States, we have sold subordinate asset-backed securities in order to provide credit enhancement ~~alternatives, such as borrowings under a~~for the senior asset-backed securities and reduce the initial credit enhancement ~~facility provided~~deposit required for the securitization program.

The securitization transactions we entered into in calendar year 2003 required higher initial and target enhancement levels than previous transactions. We anticipate that credit enhancement requirements will be at these higher levels on additional securitization transactions completed during fiscal 2004 and possibly beyond, requiring the use of additional liquidity to ~~the Company by a financial institution, to reduce~~support our ~~initial cash deposit related to securitizations.~~securitization program. A ~~downgrading~~downgrade in any of ~~Financial Security Assurance's~~our insurance providers’ credit ~~rating or Financial Security Assurance's~~ratings, their withdrawal of credit enhancement, an increase in required credit enhancement levels or the lack of availability of ~~reinsurance or other~~ alternative credit enhancements, such as reinsurance or senior subordinated structures, for our securitization program could result in higher interest costs for our future securitizations and larger initial cash deposit requirements. The absence of a financial guaranty insurance policy may also impair the marketability of our securitizations. 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~~will continue to require the execution of Cash. 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 cashsecuritization transactions 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 cashorder to fund our ~~contract purchase and securitization~~lending activities. ~~Although we recognize a gain on the sale of receivables upon the closing of a securitization, we typically receive the cash representing~~We believe 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 Canadian facility, 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. Our primary sources of liquidity in the future are expected to be: . existing cash; . financings under our warehouse facilities and our Canadian facility; . 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 five of 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. 5 Our Substantial Indebtedness Could Adversely Affect Our Financial Health. We currently have now, and after the offering of securities pursuant to this prospectus, 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~~utilize a ~~portion~~securitization structure involving the purchase of ~~our existing debt or~~a financial guaranty insurance policy in order to ~~obtain additional financing.~~execute a transaction based on current market conditions. There can be no assurance that ~~any~~funding will be available to us through the execution of securitization transactions or, if available, that it will be on acceptable terms. If we are unable to execute securitization transactions on a regular basis, we would not have sufficient funds to meet our liquidity needs and, in such ~~refinancing~~event, we would be required to revise the scale of our business, including possible ~~or that any additional financing could be obtained on terms acceptable to us. The inability to obtain additional financing could~~discontinuation of loan origination activities, which would have a material adverse effect on us. Our substantial indebtedness creates risks to the holders of our common stock and other securities, 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 existing 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. 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 and/or our indentures, 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, or 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,achieve our business ~~results of operations~~ and financial ~~condition would suffer. 6~~ The Debt Securities will be Effectively Junior to all of our Secured Obligations. The debt securities and trust debentures will be unsecured obligations of AmeriCredit Corp. The debt securities and trust debentures will be effectively junior in right of payment to all of our secured indebtedness. Upon any distribution of assets pursuant to any liquidation, insolvency, dissolution, reorganization or similar proceeding, the holders of secured indebtedness will be entitled to receive payment in full from the proceeds of the collateral securing such secured indebtedness before the holders of the debt securities or trust debentures will be entitled to receive any payment with respect thereto. As a result, the holders of the debt securities or trust debentures may recover proportionally less than holders of secured indebtedness. As of September 30, 2000, we had approximately $766.2 million of secured indebtedness outstanding and the capacity to borrow approximately an additional $146.7 million of secured indebtedness under our warehouse credit facilities. 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. objectives.

Defaults and ~~Prepayments~~prepayments on ~~Contracts Purchased By Us Could Adversely Affect Our Operations.~~ contracts purchased or originated 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.~~purchased. Obligors under ~~loans~~contracts acquired or originated by us may default on or prepay ~~these loans~~ during the period prior to their ~~sale~~transfer in a securitization transaction or if they remain owned by us. We bear the full risk of losses resulting from ~~payment~~ defaults during ~~that~~such period. The longer we hold contracts prior to their transfer to a securitization trust, the longer we are exposed to this risk. 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 loan losses on loans ~~held~~owned by us, which reflects ~~management's~~management’s estimates of ~~anticipated~~inherent losses for these loans. If the allowance is inadequate, then we would recognize ~~as an expense~~ the losses in excess of that allowance as an expense, 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~~transfer pursuant to our securitizations. A large component of the gain recognized on these sales prior to September 2002 and the corresponding assets recorded on our balance sheet are credit enhancement assets ~~which~~consisting of investments in trust receivables, or overcollateralization, restricted cash and interest-only receivables from trusts. Interest-only receivables from trusts are based on the present value of estimated future excess cash flows from the securitized receivables ~~which will~~expected to be received by us. ~~Accordingly, credit~~Credit enhancement assets are calculated on the basis of ~~management's~~management’s assumptions concerning, among other things, defaults and ~~prepayments.~~recovery rates on repossessed vehicles. Actual defaults and ~~prepayments~~recovery rates may vary from ~~management's~~management’s assumptions, possibly to a material degree. As of September 30, ~~2000,~~2003, credit enhancement assets ~~totaled $906.5~~were valued at $1,283 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~~additional credit enhancement. Credit enhancement assets related to our securitizations that have involved the issuance of a financial guaranty insurance policy are currently pledged to ~~Financial Security Assurance~~our financial guaranty

insurance providers as security for our ~~obligation~~obligations to reimburse ~~Financial Security Assurance~~them for any amounts ~~which~~that may be paid out on financial ~~guarantee~~guaranty insurance policies. Credit enhancement assets related to our securitizations that have involved the sale of subordinate securities also cannot be accessed by us since these assets are available only as security to protect investors in such securitizations against losses.

We regularly measure our default, ~~prepayment~~recovery and other assumptions against the actual performance of securitized receivables. If we were to determine, as a result of ~~that~~such regular review or otherwise, that we underestimated defaults, ~~or prepayments,~~overestimated recoveries or that any other material assumptions were inaccurate, we would be required to ~~adjust~~reduce the carrying value of our credit enhancement assets. If the change in assumptions and the impact of the change on the value of the credit enhancement assets ~~which consist of restricted cash, investments in special purpose financing trust ("Trust") receivables and interest-only receivables, by making~~were deemed other-than-temporary, we would record a charge to ~~income 7~~ ~~and writing down the carrying value of~~income. Additionally, for on-book securitization transactions, an allowance for loan losses is maintained to reflect inherent losses in these ~~assets on~~loans. If losses were higher than estimated, we would be required to adjust our ~~balance sheet.~~allowance for loan losses through a charge to income. 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.~~flows. A material write-down inof credit enhancement assets or adjustment to our allowance for loan losses 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~~and recovery rates on repossessed vehicles may differ from those assumed, and other assumptions may be required to be revised upon future events.

The ~~Negative Performance~~negative performance of ~~Auto Contracts In Our Portfolio Could Adversely Affect Our Cash Flow~~auto contracts in our portfolio could adversely affect our cash flow and ~~Servicing Rights.~~ servicing rights.

Generally, the form of credit enhancement ~~agreement~~agreements we enter into with our financial guaranty insurance providers in connection with securitization transactions contains specified limits on ~~the delinquency,~~portfolio performance ratios (delinquency, default and net loss ~~rates~~triggers) on the receivables included in each ~~Trust.~~securitization trust. If, at any ~~measuring~~measurement date, ~~the delinquency, default or loss rate~~a portfolio performance ratio with respect to any ~~Trust~~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.~~trust, if a waiver was not obtained. During the period in which the specified ~~delinquency, default and loss rates were~~portfolio performance ratio was exceeded, excess cash ~~flow,~~flows, if any, from the ~~Trust~~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.~~flows. Further, the credit enhancement requirements for each securitization ~~Trust~~trust in which FSA issued a financial guaranty insurance policy prior to September 30, 2002 are cross-collateralized to the credit enhancement requirements established in connection with each of our other FSA-insured securitization ~~Trusts,~~trusts prior to September 30, 2002, so that excess cash ~~flow~~flows from a performing securitization ~~Trust~~trust insured by ~~Financial Security Assurance~~FSA may be used to ~~support~~fund increased minimum credit enhancement requirements for a ~~nonperforming~~non-performing securitization ~~Trust~~trust insured by ~~Financial Security Assurance,~~FSA, which would ~~further restrict~~then have an adverse effect on our cash flows.

Our securitization transactions insured by financial guaranty insurance providers since October 2002 are cross-collateralized to a more limited extent. In the event of a shortfall in the original minimum credit enhancement requirement for any of these securitization trusts after a certain period of time, excess cash flows from other transactions insured by the same insurance provider would be used to satisfy the shortfall amount. In addition, excess cash flows from certain securitization transactions would be utilized to satisfy any increased minimum credit enhancement requirements resulting from a breach of portfolio performance ratios in other transactions insured by the same insurance provider if a secured party receives a notice of a rating agency review for downgrade or if there is a downgrade of any class of notes (without taking into consideration the presence of the financial guaranty insurance policy).

From March 2003 through November 2003, we have exceeded our targeted net loss triggers in eight FSA-insured securitization transactions. A waiver was not granted by FSA. Accordingly, cash generated by FSA-insured securitization transactions otherwise distributable to us by the trusts has been used to fund increased credit enhancement levels for the eight securitizations that breached their net loss triggers. In August and September 2003, the higher targeted credit enhancement levels were reached and maintained in six of the FSA-insured securitization

transactions that had breached targeted net loss triggers. Accordingly, excess cash flow ~~available~~distributions of $86.3 million were distributed to ~~us.~~us from the FSA-insured securitization trusts during the three months ended September 30, 2003. However, we believe that it is probable that net loss triggers on additional FSA program securitization trusts will exceed targeted levels during fiscal 2004. We do not expect waivers to be granted by FSA in the future with respect to securitizations that have breached net loss triggers and estimate that cash otherwise distributable to us by the trusts on ~~occasion~~FSA-insured securitization transactions will continue to be used to increase credit enhancement for FSA-insured transactions rather than be released to us until the higher targeted credit enhancement levels are reached. The diversion of cash to fund increased enhancement levels rather than being released to us has significantly reduced a primary source of our liquidity.

The agreements we enter into with our financial guaranty insurance providers in connection with securitization transactions contain additional specified targeted portfolio performance ratios which are higher than the limits referred to in the preceding paragraphs. If, at any measurement date, the targeted portfolio performance ratios with respect to any insured trust were to exceed these additional levels, provisions of the agreements permit our financial guaranty insurance providers to terminate our servicing rights to the receivables sold to that trust. In addition, the servicing agreements on certain insured securitization trusts are cross-defaulted so that a default under one servicing agreement would allow the financial guaranty insurance provider to terminate our servicing rights under all servicing agreements concerning securitization trusts in which they issued a financial guaranty insurance policy. Additionally, if these higher targeted portfolio performance levels were exceeded, the financial guaranty insurance providers may elect to retain all excess cash generated by other securitization transactions insured by them. This, in turn, could result in defaults under our other securitizations and other material indebtedness. We amended the cumulative net loss event of default triggers for all of our FSA program transactions completed in 2000, 2001 and 2002 in exchange for increased insurance premiums due to FSA. The amendment was effective July 1, 2003. Although we have never exceeded these ~~specified limits, however, Financial Security Assurance has either waived each~~additional targeted portfolio performance ratios, and with the amendment do not anticipate violating any event of ~~these occurrences or amended the agreements. We~~default triggers for our FSA program securitizations, there can ~~give you~~be no assurance that ~~Financial Security Assurance~~our servicing rights with respect to the automobile receivables in any trust will not be terminated if such targeted portfolio performance ratios are breached, if we breach our obligations under the servicing agreements, if the financial guaranty insurance provider is required to make payments under a policy, or if certain bankruptcy or insolvency events were to occur. As of September 30, 2003, no such termination events have occurred with respect to any of the trusts formed by us. The termination of any or all of our servicing rights 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~~

Failure to implement our business strategy could adversely affect our operations.

Our financial position, liquidity and results of operations depend on our management’s ability to execute our business strategy. Key factors involved in the execution of the business strategy include:

achieving the desired contract purchase volume;

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

the use of sophisticated risk management techniques;

continued investment in technology to support operating efficiency; and

continued access to significant funding and liquidity sources.

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 specialize in purchasing and servicing non-prime automobile 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 ~~enhancement agreements~~scoring system, risk-based loan pricing and other underwriting policies and collection methods, no assurance can be given that these criteria or methods will be effective in the future. In the event that we ~~enter into in connection with securitization transactions contain additional specified limits on~~underestimate the ~~delinquency,~~ default risk or under-price contracts that we purchase, our financial position, liquidity and ~~loss rates on the receivables included in each Trust~~results of operations would be adversely affected, possibly to a material degree.

We are subject to general economic conditions which are ~~higher than~~beyond our control.

General. During periods of economic slowdown or recession, such as 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 AssuranceUnited States economy 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. 8 A Substantial Portion of Our Income Is Derived from the Sale of Loans to Trusts. We periodically sell auto receivables to certain special purpose financing trusts, and the 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 three month period ended September 30, 2000, we recognized a gain on sale of receivables of $61.6 million, or approximately 36% of all revenue earned 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 revenues 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,recently experienced, delinquencies, defaults, repossessions and losses generally ~~increase during periods of economic recession.~~increase. 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~~are 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~~slowdown or recession, our servicing costs may increase without a corresponding increase in our servicing ~~fee~~ income. While we ~~believe that~~seek to manage the higher risk inherent in loans made to non-prime borrowers through the underwriting criteria and collection methods we employ, ~~enable us to manage the higher risks inherent in loans made to non-prime borrowers, we~~no assurance can ~~give you no assurance~~be given 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 financial position, liquidity and results of operations and our ability to enter into future securitizations or whole loan sales.

Wholesale Auction Values. We sell repossessed automobiles at wholesale auction markets located throughout the United States and ~~correspondingly,~~Canada. Auction proceeds from the sale of repossessed vehicles and other recoveries are usually not sufficient to cover the outstanding balance of the contract, and the resulting deficiency is charged-off. Decreased auction proceeds resulting from the depressed prices at which used automobiles may be sold during periods of economic slowdown or recession will result in higher credit losses for us. Furthermore, depressed wholesale prices for used automobiles may result from significant liquidations of rental or fleet inventories, and from increased volume of trade-ins due to promotional financing programs offered by new vehicle manufacturers. Our recoveries as a percentage of repossession charge-offs declined to 41.3% during the three months ended September 30, 2003 from 41.6% in fiscal 2003, 48.3% in fiscal 2002 and 51.1% in fiscal 2001, and there can be no assurance that our ~~financial position, liquidity and results of operations.~~ recovery rates will stabilize or improve in the future.

Interest ~~Rates.~~Rates. Our profitability may be directly affected by the level of and fluctuations in interest rates, which ~~affect our ability to earn a~~affects the gross interest rate ~~spread.~~spread we earn on our receivables. As the level of interest rates ~~increases,~~increase, our gross interest rate spread on new originations will generally decline since the rates charged on the contracts ~~we purchase~~originated or purchased from dealers are limited by statutory maximums, ~~affording us little~~restricting our 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~~could 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 orand other hedging strategies designed to mitigate the impact of changes in interest rates. We can ~~give you~~provide no assurance, however, that pre-funding or other hedging strategies will mitigate the impact of changes in interest rates.

Labor Market ~~Conditions. Low unemployment rates driven by economic growth~~Conditions. Competition to hire personnel possessing the skills and ~~the continued expansion of consumer credit markets~~experience we require 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. 9 ~~Failure~~

We may be unable 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 conditionssuccessfully compete 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. 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; .

credit unions; and .

independent finance companies.

Many of these competitors have substantially greater financial resources and lower costs of funds than ~~us.~~we do. In addition, our competitors often provide financing on terms more favorable to automobile purchasers or dealers than we offer. 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 ~~are~~we do not ~~provided by us.~~provide. Providers of automobile financing have traditionally competed on the basis of interest ~~rate~~rates 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~~ourselves as one of the principal financing sources ofat 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. 10 ~~We Are Involved~~

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

Our operations are subject to regulation, supervision and ~~Will Likely Continue to be a Party to Litigation. As a result of the consumer-oriented nature of the industry~~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 ~~uncertainties with respect~~enforces laws relating to ~~the application of various laws~~consumer lenders and ~~regulations in some circumstances, industry participants are named from time to time~~sales finance agencies such 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 asus. These 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, we 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 byunder the ~~Securities~~Equal Credit Opportunity Act, creditors are required to make certain disclosures regarding consumer rights and ~~Exchange Commission,~~advise consumers whose credit applications are not approved of the reasons for the rejection. In addition, the credit scoring system we use 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. Additionally, we are subject to the ~~risk of litigation~~Gramm-Leach-Bliley Act, which requires us to maintain privacy with respect to certain consumer data in our possession and ~~claims arising under these securities laws, court decisions, rules~~to periodically communicate with consumers on privacy matters. We are also subject to the Soldiers’ and Sailors’ Civil Relief Act, which requires us to reduce the interest rate charged on each loan to customers who have subsequently joined, enlisted, been inducted or called to active military duty.

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

We believe that we maintain all material licenses and permits required for our current operations and are ~~a defendant~~ in ~~a class action filed in California in which the plaintiffs allege~~substantial compliance with all applicable local, state and federal regulations. There can be no assurance, however, that ~~our pricing programs~~we will be able to maintain all requisite licenses and permits, and the ~~pricing programs of several~~failure to satisfy those and other ~~banks and finance companies violate various laws of that state. An adverse resolution of this lawsuit, or any future lawsuits or claims against us,~~regulatory requirements could have a material adverse effect on our ~~business, financial condition and results~~operations. Further, the adoption of operations. 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,additional, or the ~~promulgation~~revision of ~~any additional laws or~~existing, rules and regulations could have a material adverse effect on our business. ~~In addition, we retain some of the regulatory risk on receivables sold~~

We are involved in ~~securitizations as a result of representations~~ and ~~warranties made by us in these transactions. Our Stock Price May Be Volatile. The market price of our common stock has fluctuated in the past and is~~will 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 deemcontinue to be ~~comparable~~a party 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;litigation.

As a consumer finance company, we are subject to various consumer claims and 11 ~~. general economic trends~~litigation seeking damages 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. Securities class action litigation could result in substantial costs and a diversion of management's attention and resources. AmeriCredit Corp. is a Holding Company. Its only Source of Cash is From Distributions from its Subsidiaries. AmeriCredit Corp. is a holding company with no operations of its own and conducts all of its business through its subsidiaries. AmeriCredit Corp.'s only significant asset is the outstanding capital stock of its subsidiaries. AmeriCredit Corp. is wholly dependent on the cash flow of its subsidiaries and dividends and distributions to it from its subsidiaries in order to service its current indebtedness, including payment of principal, premium, if any, and interest on any indebtedness of AmeriCredit Corp., and any of its future obligations. AmeriCredit Corp.'s subsidiaries are separate and distinct legal entities and will have no obligation contingent or otherwise, to pay any amounts due pursuant to any indebtedness of AmeriCredit Corp. or to make any funds available therefor. The ability of AmeriCredit Corp.'s subsidiaries to pay such dividends and distributions will be subject to,statutory penalties, based upon, among other things, usury, disclosure inaccuracies, wrongful repossession, violations of bankruptcy stay provisions, certificate of title disputes, fraud and breach of contract. Some litigation against us could take the ~~terms~~form of ~~any debt instruments~~class action complaints by consumers. As the assignee of its subsidiaries then in effect and applicable law. We cannot assure you that AmeriCredit Corp.'s subsidiaries will generate cash flow sufficient to pay dividends or distributions to AmeriCredit Corp. in order to pay interest or other payments on existing indebtedness. AmeriCredit Corp.'s rights, and the rights of its creditors, to participate in the distribution of assets of any of its subsidiaries upon such subsidiary's liquidation or reorganization willfinance contracts originated by subject to the prior claims of such subsidiary's creditors, except to the extent that AmeriCredit Corp. is itself recognized as a creditor of such subsidiary in which case our claims would still be subject to the claims of any secured creditor of such subsidiary. As of September 30, 2000, the aggregate amount of debt and other obligations of AmeriCredit Corp.'s subsidiaries (including long-term debt, guarantees of AmeriCredit Corp.'s debt, current liabilities and other liabilities) was approximately $1.2 billion. We Cannot Assure You That an Active Trading Market Will Develop for the Securities Offered Other than the Common Stock We Have Issued or That Such a Market Will Not Be Volatile. There is no established trading market for the securities offered other than the common stockdealers, we have issued and we do not intend to apply for listing of the securities offered on any national securities exchange or for quotation of the securities offered on any automated dealer quotation system. No assurance can be given as to the price of the securities offered, the liquidity of the trading market for the securities offered or that an active public trading market for the securities offered will develop. If an active public trading market for the securities offered does not develop, the market price and liquidity of the securities offered may be adversely affected. If the securities offered are traded, they may trade at a discount from their initial offering price, depending upon prevailing interest rates, the market for similar securities, our performance and certain other factors. The liquidity of, and trading markets for, securities offered may also be ~~adversely affected~~named as a co-defendant in lawsuits filed by ~~general declines~~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.

Several complaints have been filed by shareholders against us and certain of our officers and directors alleging violations of Sections 10(b) and 20(a) of the Securities Exchange Act of 1934 and Rule 10b-5 thereunder. The lawsuits, all of which seek class action status, have been consolidated into one action pending in the ~~market for debt. Such declines may adversely affect the liquidity of, and trading markets~~United States District Court for the Northern District of Texas, Fort Worth Division. The consolidated lawsuit claims, among other allegations, that deferments were improperly granted by us to avoid delinquency triggers in securitization transactions and enhance cash flows, to incorrectly report charge-offs and delinquency percentages, thereby causing us to misrepresent our financial performance throughout the alleged class period. We believe that our granting of deferments, which is a common practice within the auto finance industry, complied with the covenants contained in our securitization and warehouse financing documents, and that our deferment activities were properly disclosed to all constituents, including shareholders, asset-backed investors, creditors and credit enhancement providers.

Two shareholder derivative actions have also been served on us. On February 27, 2003, we were served with a shareholder’s derivative action filed in the United States District Court for the Northern District of Texas, Fort Worth Division, entitled Mildred Rosenthal, derivatively and on behalf of nominal defendant AmeriCredit Corp. v. Clifton H. Morris, Jr., et al. A second shareholder derivative action was filed in the District Court of Tarrant County, Texas 48^th Judicial District, on August 19, 2003, entitled David Harris, derivatively and on behalf of nominal defendant AmeriCredit Corp. v. Clifton H. Morris, Jr., et al. Both of these shareholder derivative actions claim, among other allegations, that certain of our officers and directors breached their respective fiduciary duties, violated federal and state securities ~~offered, independent~~laws and issued misleading statements. The substantive allegations are essentially the same as those in the above-referenced consolidated lawsuit.

Additionally, on May 15, 2003, a complaint was filed in the 48^th Judicial District Court in Tarrant County, Texas, entitled Jeffrey Lewis v. AmeriCredit Corp., et al., alleging that we and certain of our officers and directors violated Sections 11 and 15 of the ~~financial performance~~Securities Act in connection with our secondary public offering of ~~or prospects for us. Historically,~~common stock on October 1, 2002. This lawsuit, which seeks class action status, claims that the ~~markets for securities similar~~registration statement and prospectus related to our secondary public offering contained untrue statements of material facts and omitted to state material facts necessary to make other statements in the registration statement not misleading. This lawsuit has been removed by us to the ~~securities offered has been subject to disruptions that have caused substantial price volatility. There can be no assurance that the market~~United States District Court for the ~~securities offered will not be subject to similar disruptions. Any such disruptions may~~Northern District of Texas, Fort Worth Division.

An adverse resolution of the litigation pending or threatened against us, including the proceedings specifically described above, could have a material adverse effect on ~~the value~~our financial condition, results of ~~the securities offered. 12~~ We May Not Be Able to Repurchase Our Senior Notes or Repay Debt under Our Credit Facilities in the Event of a Change of Control. Upon the occurrence of certain change of control events, holders of our senior notes may require AmeriCredit Corp. to offer to repurchase all of their notes. AmeriCredit Corp. may not have sufficient funds at the time of the change of control to make the required repurchases or restrictions in our credit facilities may not allow such repurchases. Additionally, a "change of control" (as defined in our indentures) is an event of default under our credit facilities, which would permit the lenders to accelerate the debt, which also would cause an event of default under the indentures. The source of funds for any repurchase required as a result of any change of control will be our available cashoperations or cash generated from operating other sources, including borrowing, sales of assets, sales of equity or funds provided by a new controlling entity. We cannot assure you, however, that sufficient funds will be available at the time of any change of control to make any required repurchases of our senior notes tendered and to repay debt under our credit facilities. Furthermore, the use of available cash to fund the potential consequences of a change of control may impair our ability to obtain additional financing in the future. Any future credit agreements or other agreements relating to indebtedness to which we may become a party may contain similar restrictions and provisions. Our Articles of Incorporation and Bylaws, Texas Law and Contractual Provisions Contain Provisions That Could Discourage a Takeover. Our articles of incorporation and bylaws contain provisions which may discourage takeover attempts. These provisions may limit shareholders' ability to approve a transaction that shareholders may think is in their best interests. Such provisions include: . a requirement that certain procedures must be followed before matters can be proposed for consideration at meetings of our shareholders; and . the ability of the Board of Directors to fix the rights and preferences of an issue of shares of preferred stock without shareholder action. In addition, we have a shareholder rights plan that enables our shareholders (other than a hostile acquiror) to buy our shares at a substantially discounted price if any third party were to acquire more than 15% of our common stock. Provisions of the Texas Business Corporation Act also restrict certain business combinations with interested shareholders. The provisions of our articles of incorporation, bylaws and shareholder rights plan and of Texas law are intended to encourage potential acquirors to negotiate with us and allow the 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. 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 thereby delay or hinder such a change in control. 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 us. 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 13 we will spend the proceeds, which could be in ways with which the shareholders may not agree. We cannot predict that the proceeds will be invested to yield a favorable return. See "Use of Proceeds." RATIOS OF EARNINGS TO FIXED CHARGES The following table contains our consolidated ratios of earnings to fixed charges for the periods indicated.

For purposes of this computation, the term "fixed charges" represents interest expense and a portion of rentals representative of an implicit interest factor for those rentals. The term "earnings" represents income before income taxes plus fixed charges. flows.

This ~~prospectus, supplements to 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~~“incorporated by ~~reference"~~reference” to other documents we have filed with the ~~Securities and Exchange Commission.~~SEC. You can find many of these statements by looking for words such as ~~"believes," "expects," "anticipates," "estimates,"~~“believes,” “expects,” “anticipates,” “estimates,” “intends,” “likely,” “will,” “future,” “projects,” “plans,” “may,” “should,” “continue” or similar or comparable expressions used in ~~this prospectus, supplements to~~ this prospectus or documents incorporated by reference.

These forward-looking statements are subject to numerous assumptions, risks and ~~uncertainties.~~uncertainties, many of which are beyond our control, that could cause actual results to differ significantly from historical results or from those anticipated by management. 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 risk factors contained in the section entitled “Risk Factors” and in our Annual Report on Form 10-K for the year ended June 30, 2003 and the following: .

our continued reliance on our warehouse facilities, securitization program and credit enhancement arrangements;

our ability to ~~pay~~make payments of principal and interest on, or refinance, our substantial indebtedness;

our exposure to the risk of increases in defaults and ~~principal on a large amount~~prepayments of ~~debt; .~~ contracts purchased and held by us prior to their securitization and the subsequent performance of receivables held in securitization trusts;

changes in the delinquency, default and loss rates on the receivables included in each securitization trust;

failure to implement our ~~customers' demands; . seasonal changes in customer demands; .~~ business strategy;

the ~~competitive nature~~high degree of ~~the automobile finance business; and .~~ risk associated with non-prime borrowers;

general economic conditions, including wholesale auction values, interest rates and labor market conditions;

our ability to successfully compete in our industry; and

our ability to maintain the ~~interest rate environment.~~ material licenses and permits required for our operations.

Because ~~such~~these forward-looking statements are subject to risks and uncertainties, actual results may differ materially from those expressed or implied by the ~~forward- looking~~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, ~~supplements to this prospectus or,~~ in the case of documents incorporated by reference, as of the date of ~~such~~those documents.

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 or supplements to~~ 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. 14

Additional information about issues that could lead to material changes in our results, performance or achievements is contained in our filings with the SEC.

We will ~~use the net~~not receive any proceeds from the sale by the selling securityholders of ~~securities that we offer~~the notes or the common stock issuable upon conversion of the notes.

Our common stock is listed on The New York Stock Exchange under ~~this prospectus~~the symbol “ACF.” 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.

On December 18, 2003, the last reported sale price of our common stock on The New York Stock Exchange was $13.92 per share. As of December 18, 2003, there were approximately 300 shareholders of record of our common stock.

We have never declared or paid any ~~accompanying prospectus supplement~~cash dividends on our capital stock. We currently expect to retain future earnings, if any, for ~~general corporate purposes and for any other purposes described~~use in the ~~relevant prospectus supplement. General corporate purposes may include using the net proceeds to fund~~operation and expansion of our ~~growth, including increasing the amount of automobile~~business and ~~other loans we can acquire, originate and hold for pooling and sale~~do not anticipate paying any cash dividends in the asset-backed securities market, to support securitization transactions, for other working capital needs and for 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. DESCRIPTION OF DEBT SECURITIES foreseeable future.

The following ~~description~~table sets forth certain information regarding our unaudited cash and cash equivalents and capitalization as of September 30, 2003, on an actual basis and as adjusted to give effect to the sale by us of the ~~terms~~notes and the cost of the ~~debt securities summarizes some general terms that will apply to~~convertible note hedge and warrant transactions we entered into with an affiliate of the ~~debt securities. The description is not complete, and we refer you to the indentures, which we filed~~initial purchasers.This table should be read in conjunction with the ~~Securities~~Consolidated Financial Statements and ~~Exchange Commission as exhibits to~~related notes thereto incorporated by reference in this prospectus.

The following selected consolidated financial data should be read together with our most recent Annual Report on Form 10-K for the ~~registration statement~~year ended June 30, 2003, and Quarterly Report on Form 10-Q for the three months ended September 30, 2003, each of which ~~this prospectus~~ is ~~a part. Our trust debentures are separately described~~incorporated in this prospectus by reference. The selected consolidated financial information under the captions “Statement of Income Data” and “Cash Flow Data” for each of the years in the five-year period ended June 30, 2003 and under the caption ~~"Description~~“Balance Sheet Data” for June 30, 2003 and June 30, 2002 have been derived from our audited consolidated financial statements. The consolidated financial statements as of ~~Trust Debentures." General~~June 30, 2003 and June 30, 2002 and for each of the years in the three-year period ended June 30, 2003, and the report of independent accountants thereon, have been incorporated by reference in this prospectus. The ~~debt securities will be either~~selected consolidated financial information under the captions “Statement of Income Data,” “Cash Flow Data” and “Balance Sheet Data” as of September 30, 2003 and September 30, 2002 and for the three months then ended have been derived from the unaudited consolidated financial statements which, except for the consolidated balance sheet as of September 30, 2002, have been incorporated by reference in this prospectus. However, in our ~~senior debt securities or our subordinated debt securities. We will issue our debt securities under one or more separate indentures between us and~~opinion, such information reflects all adjustments (consisting only of normal recurring adjustments) necessary for a ~~trustee~~fair statement of the results of operations for such periods. The results of operations for the three months ended September 30, 2003 are not necessarily indicative of the results to be ~~identified~~expected for the entire year.

	Three Months Ended September 30,						Fiscal Years Ended June 30,
	2003			2002			2003			2002			2001			2000			1999
	(dollars in thousands)
Managed Data:
Net margin(2)	$	410,422		$	484,738		$	1,952,181		$	1,539,115		$	997,501		$	643,658		$	400,090
Net charge-offs		277,833			205,281			1,026,657			573,818			301,691			214,276			147,344
Operating expenses (excluding restructuring charges)		80,984			115,826			373,739			424,131			308,453			223,219			165,345
Managed auto receivables		13,937,857			15,747,203			14,888,778			14,762,461			10,203,746			6,649,981			4,105,468
Average managed auto receivables		14,432,513			15,298,014			15,736,512			12,464,346			8,291,636			5,334,580			3,129,463
Average principal amount per managed auto receivable (in dollars)		12,552			13,224			12,831			13,129			12,384			11,706			11,209
Managed auto receivables greater than 60 days delinquent		408,762			556,353			495,598			485,018			250,091			150,624			73,512
Net margin as a percentage of average managed auto receivables(3)		11.3	%		12.6	%		12.4	%		12.3	%		12.0	%		12.0	%		12.5	%
Net charge-offs as a percentage of average managed auto receivables(3)		7.6	%		5.3	%		6.5	%		4.6	%		3.6	%		4.0	%		4.7	%
Delinquencies greater than 60 days as a percentage of managed auto receivables		2.9	%		3.5	%		3.3	%		3.3	%		2.5	%		2.3	%		1.8	%
Ratios:
Ratio of earnings to fixed charges(4)		1.6 x			3.9 x			1.2 x			4.6 x			4.0 x			3.6 x			3.9 x
Percentage of total indebtedness to total capitalization		74.5	%		60.2	%		75.7	%		61.0	%		64.6	%		58.0	%		55.9	%
Return on average common equity(3)		6.9	%		20.3	%		1.2	%		24.9	%		26.0	%		21.6	%(5)		22.0	%
Operating expenses as a percentage of average managed auto receivables(3)		2.2	%		3.0	%		2.4	%		3.4	%		3.7	%		4.1	%		5.0	%
Percentage of senior unsecured debt to total equity		19.2	%		25.4	%		20.1	%		29.3	%		35.4	%		54.5	%		93.8	%

	Three Months Ended September 30,						Fiscal Years Ended June 30,
	2003			2002			2003			2002			2001			2000			1999
Net margin as reflected on the consolidated statements of income	$	130,509		$	55,630		$	435,642		$	216,389		$	119,193		$	61,049		$	40,806
Adjustments to reflect income earned on receivables in gain on sale Trusts		390,003			591,079			2,094,176			1,946,122			1,393,266			918,023			541,450
Adjustments to reflect interest expense incurred on receivables in gain on sale Trusts		(110,090	)		(161,971	)		(577,637	)		(623,396	)		(514,958	)		(335,414	)		(182,166	)

Net margin for the managed finance receivables portfolio	$	410,422		$	484,738		$	1,952,181		$	1,539,115		$	997,501		$	643,658		$	400,090

The following table sets forth certain information regarding our executive officers as of December 18, 2003:

Clifton H. Morris, Jr.has been a director since 1988. Mr. Morris has been Chairman of the Board since July 2000 and served as Chief Executive Officer from April 2003 to the present and from May 1988 to July 2000. Mr. Morris also served as President from May 1988 until April 1991 and from April 1992 to November 1996. Mr. Morris is also a director of Service Corporation International, a publicly held company that owns and operates funeral homes and related businesses, and Cash America International, a publicly held pawn brokerage company.

Daniel E. Bercehas been a director since 1990. Mr. Berce has been President since April 2003. Mr. Berce was Vice Chairman and Chief Financial Officer from November 1996 until April 2003. Mr. Berce served as Executive President, Chief Financial Officer and Treasurer from November 1994 until November 1996. Mr. Berce is also a director of Curative Health Services, Inc., a publicly held company that provides specialty health care services, and AZZ incorporated, a publicly held company that manufactures specialty electrical equipment and provides galvanizing services to the steel fabrication industry.

Preston A. Miller has been Executive Vice President, Chief Financial Officer and Treasurer since April 2003. Mr. Miller was Executive Vice President, Treasurer from July 1998 until April 2003. He served as Senior Vice President, Treasurer from November 1996 until July 1998 and Vice President, Controller from November 1994 until November 1996.

Mark Floyd has been Executive Vice President, Chief Operating Officer since April 2003. He served as President, Dealer Services from August 2001 until April 2003. He served as Executive Vice President, Dealer Services from November 1999 to August 2001 and was Senior Vice President, Director Strategic Alliance from January 1998 to November 1999. Mr. Floyd was Senior Vice President, Strategic Alliance from September 1997 to January 1998.

Edward H. Esstmanhas been a director since 1996. Mr. Esstman has been Executive Vice President since April 2003 and was Vice Chairman from August 2001 until April 2003. Mr. Esstman served as Executive Vice President, Dealer Services and Co-Chief Operating Officer from October 2000 to August 2001, Executive Vice President, Dealer Services from October 1999 to October 2000, Executive Vice President, Auto Finance Division from November 1996 to October 1999 and Senior Vice President and Chief Credit Officer from November 1994 to November 1996.

Steven P. Bowman has been Executive Vice President, Chief Credit Officer since March 2000. He served as Senior Vice President, Risk Management from May 1998 until March 2000 and was Vice President, Risk Management from June 1997 until May 1998. From February 1996 until June 1997, Mr. Bowman was Assistant Vice President, Risk Management.

Chris A. Choatehas been Executive Vice President, Chief Legal Officer and Secretary since November 1999. He served as Senior Vice President, General Counsel and Secretary from November 1996 to November 1999. Mr. Choate was Vice President, General Counsel and Secretary from November 1994 until November 1996.

We issued the notes under an ~~accompanying prospectus supplement. Senior debt securities will be issued under a senior~~indenture dated as of November 18, 2003 among us, the guarantors and HSBC Bank USA, as trustee. The following summarizes some, but not all, provisions of the notes and the indenture. We urge you to read the indenture because the indenture, and ~~subordinated debt securities will be issued under~~not this description, defines your rights as a ~~subordinated indenture. Together~~holder of the ~~senior~~notes. A copy of the form of indenture and the ~~subordinated indenture~~form of certificate evidencing the notes is available to you upon request.

In this section of the prospectus entitled “Description of the Notes,” when we refer to “AmeriCredit,” “we,” “our,” or “us,” we are ~~called~~referring to AmeriCredit Corp. and not to any of its subsidiaries.

are limited to $200,000,000 aggregate principal amount;

will mature on November 15, 2023, unless earlier converted by you, redeemed at our option or purchased by us at your option;

bear interest at a per annum rate of 1.75%, payable semi-annually, on each May 15 and November 15, beginning on May 15, 2004;

will bear additional interest if we fail to comply with certain obligations as set forth below under “—Registration Rights Granted to the ~~"indentures." The indentures may be supplemented~~Initial Purchasers of the Notes;”

were issued only in denominations of $1,000 principal amount and multiples thereof;

are represented by one or more ~~supplemental indentures. We refer to the indentures, together with any supplemental indentures, as the "indentures" throughout the remainder of this prospectus. We may issue the debt securities~~registered notes in one or more separate series of senior debt securities and subordinated debt securities. The senior debt securities will be unsecured and will have the same rank as all of our other unsecured and unsubordinated debt. The subordinated debt securities will be unsecured and will be subordinated and junior to all senior indebtedness. The terms of the indentures do not contain any covenants or other provisions designed to give holders of any debt securities protection against changes in our operations, financial condition or transactions involving us, but those provisions may be included in the documents that include the specific terms of the debt securities. If specified in the prospectus supplement, our subsidiaries will unconditionally guarantee, on a joint and several basis, the debt securitiesglobal form as described under ~~"--Subsidiary Guarantees"~~“—Book-Entry, Delivery and ~~in the prospectus supplement. The subsidiary guarantees will be~~Form;”

are our general senior unsecured obligations of each subsidiary guarantor. The prospectus supplement relating to the particular series of debt securities being offered will specify the particular amounts, prices and terms of those debt securities. These terms will include: . the title of the debt securities; . any limit upon the aggregate principal amount of the debt securities; . the purchase price of the debt securities expressed as a percentage of the principal amount; . if other than United States dollars, the currency or currencies, including the euro and other composite currencies, in which payments on the debt securities will be payable and whether the holder may elect payment to be made in a different currency; 15 ~~. the date or dates when payments on the principal must be made or the method of determining~~ that date or dates; . interest rates, and the dates from which interest, if any, will accrue, and the dates when interest is payable; . the maturity date; . the right, if any, to extend the interest payment periods and the duration of the extensions; . the places where payments may be made and the manner of payments; . any mandatory or optional redemption provisions; . any subordination provisions; . the denominations in which debt securities will be issued; . the terms applicable to any debt securities issued at a discount from their stated principal amount; . if the amount of payments of principal or interest is to be determined by reference to an index or formula, or based on a coin or currency other than that in which the debt securities are stated to be payable, the manner in which these amounts are determined and the calculation agent, if any; . whether the debt securities will be issued in fully registered form without coupons or in bearer form, with or without coupons, or any combination of these, and whether they will be issued in the form of one or more global securities in temporary or definitive form; . whether and on what terms we will pay additional amounts to holders of the debt securities that are not United States persons in respect of any tax, assessment or governmental charge withheld or deducted and, if so, whether and on what terms we will have the option to redeem the debt securities rather than pay the additional amounts; . the certificates or forms required for the issuance of debt securities in definitive form; . the trustees, depositaries, authenticating or paying agents, transfer agents or registrars of the debt securities; . any deletions of, or changes or additions to, the events of default or covenants; . conversion or exchange provisions, if any, including conversion or exchange prices or rates and adjustments to those prices and rates; and . any other specific terms of the debt securities. If any debt securities are sold for any foreign currency or currency unit or if any payments on the debt securities are payable in any foreign currency or currency unit, the prospectus supplement will contain any restrictions, elections, tax consequences, specific terms and other information with respect to the debt securities and the foreign currency or currency unit. Some of the debt securities may be issued as original issue discount debt securities. Original issue discount securities may bear no interest or bear interest at below-market rates and will be sold at a discount below their stated principal amount. The applicable prospectus supplement will also contain any special tax, accounting or 16 other information relating to original issue discount securities or other kinds of debt securities that may be offered, including debt securities linked to an index or payable in currencies other than United States dollars. Senior Debt Securities Payment of the principal of, premium, if any, and interest onrank senior debt securities will rank on a parity with all of our other unsecured and unsubordinated debt. Subordinated Debt Securities Payment of the principal of, premium, if any, and interest on subordinated debt securities will be junior in right of payment to ~~the prior payment in full of~~ all ~~of our unsubordinated~~existing and future debt including senior debt securities. We will state in the applicable prospectus supplement relating to any subordinated debt securities the subordination terms of the securities as well as the aggregate amount of outstanding debt, as of the most recent practicable date, that by its terms would be senior to the subordinated debt securities. We will also state in such prospectus supplement limitations, if any, on issuance of additional senior debt. In addition, the subordinated debt securities will be effectively subordinated to creditors of our subsidiaries. Payment and Paying Agents Unless otherwise indicated in the applicable prospectus supplement, payment of the interest on any notes on any interest payment date will be made to the person in whose name such notes, or one or more predecessor securities, are registered at the close of business on the regular record date for such interest. Principal of and any premium and interest on the notes of a particular series will be payable at the office of the paying agents designated by us, except that unless otherwise indicated in the applicable prospectus supplement, interest payments may be made by check mailed to the holder. Unless otherwise indicated in such prospectus supplement, the corporate trust office of the trustee in the City of New York will be designated as our sole paying agent for payments with respect to notes of each series. Any other paying agents initially designated by us for the notes of a particular series will be named in the applicable prospectus supplement. We will be required to maintain a paying agent in each place of payment for the notes of a particular series. All moneys paid by us to a paying agent or the trustee for the payment of the principal of or any premium or interest on any notes which remains unclaimed at the end of two years after such principal, premium or interest has become due and payable will be repaid to us, and the holder of the security thereafter may look only to us for payment thereof. Subsidiary Guarantees If specified in the prospectus supplement, the subsidiary guarantors will guarantee the debt securities of a series. Collectively, the co-registrants, other than the trust, are called the "subsidiary guarantors." Unless otherwise indicated in the prospectus supplement, the following provisions will apply to the subsidiary guarantees of the subsidiary guarantors. Subject to the limitations described below and in the applicable prospectus supplement, the subsidiary guarantors will, jointly and severally, unconditionally guarantee the performance and punctual payment when due, whether at stated maturity, by acceleration or otherwise, of all our obligations under the indentures and the debt securities of a series, whether for principal of, premium, if any, or interest on the debt securities or otherwise. The subsidiary guarantors will also pay, in addition to the amount stated above, any and all expenses (including reasonable counsel fees and expenses) incurred by the applicable trustee in enforcing any rights under a subsidiary guarantee with respect to a subsidiary guarantor. In the case of subordinated debt securities, a subsidiary guarantee will beis expressly subordinated in right of payment to the notes, rank equally in right of payment with all of our existing and future liabilities that are not so subordinated and effectively rank junior to any of our secured indebtedness to the extent of the assets securing such indebtedness;

are convertible into common stock as described under “—Conversion of Notes;”

are redeemable by us for cash beginning on November 15, 2008 as described under “—Optional Redemption by AmeriCredit;” and

are subject to repurchase by us at the option of the holders on November 15, 2008, November 15, 2013 and November 15, 2018 or upon specific types of a change in control as described under “—Purchase of Notes at Your Option on Specified Dates” and “—Purchase of Notes at Your Option upon a Change in Control.”

In the event of our bankruptcy, liquidation, reorganization or other winding up, our assets that secured debt will be available to pay obligations on the notes only after all secured debt has been repaid in full from such assets. As of September 30, 2003, after giving effect to the sale of the notes and the application of the net proceeds, we had total secured indebtedness of approximately $5.2 billion.

Neither we nor our subsidiaries are restricted from paying dividends, incurring debt or issuing or repurchasing our securities under the indenture. In addition, there are no financial covenants in the indenture. You are not protected under the indenture in the event of a highly leveraged transaction or a change in control of AmeriCredit, except to the extent described under “—Purchase of Notes at Your Option upon a Change in Control.”

We will maintain an office in The City of New York where the notes may be presented for registration, transfer, exchange or conversion. This office will initially be an office or agency of the trustee. Except under limited circumstances described below, the notes will be issued only in fully-registered book-entry form, without coupons, and will be represented by one or more global notes. There will be no service charge for any registration of transfer or exchange of notes. We may, however, require holders to pay a sum sufficient to cover any tax or other governmental charge payable in connection with certain transfers or exchanges.

The notes bear interest at the annual rate of 1.75% from the date of issuance. Interest is payable on May 15 and November 15 of each year, beginning on May 15, 2004, subject to limited exceptions if the notes are converted or purchased prior to the relevant interest payment date. The record dates for the payment of interest are May 1 and November 1 immediately preceding the relevant interest payment date. We may, at our option, pay interest on the notes by check mailed to the holders. However, a holder with an aggregate principal amount in excess of $1 million will be paid by wire transfer in immediately available funds upon its election if the holder has provided us with wire transfer instructions at least 10 business days prior to the payment date. Interest will be computed on the basis of a 360-day year comprised of twelve 30-day months. We are not required to make any payment on the notes due on any day which is not a business day until the next succeeding business day. The payment made on the next succeeding business day will be treated as though it were paid on the original due date and no interest will accrue on the payment for the additional period of time.

The notes are guaranteed by the same subsidiaries that are guarantors of our outstanding 9 7/8% Senior Notes due 2006, issued pursuant to that certain Indenture, dated as of April 20, 1999, as amended, among us, the guarantors named therein and Bank One, NA, and our outstanding 9¼% Senior Notes due 2009, issued pursuant to that certain Indenture, dated as of June 19, 2002, as amended, among us, the guarantors named therein and Bank One, NA. These subsidiary guarantees are joint and several obligations of the guarantors. Each subsidiary guarantee ranks senior in right of payment with any existing and future subordinated indebtedness of that guarantor and ranks equally in right of payment with all senior debt of that guarantor. Each subsidiary guarantee effectively ranks junior to any secured indebtedness of that guarantor to the ~~subsidiary guarantor on~~extent of the ~~same basis as the subordinated debt securities are subordinated 17~~ ~~to our senior debt. No payment will be made by any subsidiary~~assets securing such indebtedness. The obligations of each guarantor under its subsidiary guarantee ~~during any period in which payments by us on the subordinated debt securities~~ are ~~suspended by the subordination provisions of the subordinated indenture. Each~~limited as necessary to prevent that subsidiary guarantee ~~will be limited in amount to an amount not to exceed the maximum amount that can be guaranteed by the relevant subsidiary guarantor without rendering such subsidiary guarantee voidable~~from constituting a fraudulent conveyance under applicable ~~law relating~~law. See “Risk Factors—Federal and state statutes allow courts, under specific circumstances, to ~~fraudulent conveyance or fraudulent transfer or similar laws affecting~~void the ~~rights of creditors generally. Each subsidiary guarantee will be a continuing guarantee~~notes and ~~will: . remain in full force~~the guarantees and ~~effect until either all of the guaranteed obligations are paid in full~~require noteholders to return payments received from us or the applicable debt securities are defeased and discharged in accordance with the defeasance provisions of the indentures or released as described in the following paragraph; . be binding upon eachguarantors.” A subsidiary guarantor; and . inure to the benefit of and be enforceable by the applicable trustee, the holders and their successors, transferees and assigns. As a result of a disposition of all of the assets or all of the capital stock of a subsidiary guarantor, by way of sale, merger, consolidation or otherwise, that subsidiary guarantor will be deemed released and relieved of its obligations under its subsidiary guarantee without any further action required on the part of the trustee or any holder, and no other person acquiring or owning the assets or capital stock of such subsidiary guarantor, if not otherwise a restricted subsidiary, as defined in the relevant indenture, will be required to enter into a subsidiary guarantee; provided, in each case, that the transaction or transactions resulting in the subsidiary guarantor's ceasing to be a restricted subsidiary are carried out pursuant to and in compliance with all of the applicable covenants in the indenture. In addition, the prospectus supplement may specify additional circumstances under which a subsidiary guarantor can be released from its subsidiary guarantee. Global Securities We may issue a series of debt securities in whole or in part in the form of one or more global certificates that will be deposited with a depositary we will identify in a prospectus supplement. We may issue global debt securities in either registered or unregistered form and in either temporary or definitive form. We will describe the specific terms of the depositary arrangement with respect to ~~any series~~a note will automatically terminate immediately prior to such note’s conversion.

Not all of ~~debt securities in~~our subsidiaries guarantee the prospectus supplement. Registered Global Securities Unless and until it is exchanged in whole or in part for debt securities in definitive registered form, a registered global security may not be transferred except as a whole: . by the depositary for that registered global security to its nominee; . by a nomineenotes. As of the ~~depositary to the depositary or another nominee~~date of the depositary; or . by the depositary or its nominee to a successor of the depositary or a nominee of the successor. The prospectus supplement relating to a series of debt securities will describe the specific terms of the depositary arrangement involving any portion of the series represented by a registered global security. We anticipate that the following provisions will generally apply to all depositary arrangements for debt securities: 18 . ownership of beneficial interests in a registered global security will be limited to persons that have accounts with the depositary for that registered global security, these persons being referred to as "participants," or persons that may hold interests through participants; . upon the issuance of a registered global security, the depositary for the registered global security will credit, on its book-entry registration and transfer system, the participants' accounts with the respective principal amounts of the debt securities represented by the registered global security beneficially owned by the participants; . any dealers, underwriters or agents participating in the distribution of the debt securities will designate the accounts to be credited; and . ownership of beneficial interest in that registered global security will be shown on, and the transfer of that ownership interest will be effected only through, records maintained by the depositary for that registered global security for interests of participants and on the records of participants for interests of persons holding through participants. The laws of some states may require that specified purchasers of securities take physical delivery of the securities in definitive form. These laws may limit the ability of those persons to own, transfer or pledge beneficial interests in registered global securities. So long as the depositary for a registered global security, or its nominee, is the registered owner of that registered global security, the depositary or that nominee will be considered the sole owner or holder of the debt securities represented by the registered global security for all purposes under the indenture. Except as stated below, owners of beneficial interests in a registered global security: . will not be entitled to have the debt securities represented by a registered global security registered in their names; . will not receive or be entitled to receive physical delivery of the debt securities in definitive form; and . will not be considered the owners or holders of the debt securities under the indenture. Accordingly, each person owning a beneficial interest in a registered global security must rely on the procedures of the depositary for the registered global security and, if the person is not a participant, on the procedures of a participant through which the person owns its interest, to exercise any rights of a holder under the indenture. We understand that under existing industry practices, if we request any action of holders or if an owner of a beneficial interest in a registered global security desires to give or take any action that a holder is entitled to give or take under the indenture, the ~~depositary for~~following entities, which hold substantial assets, are securitization trusts and will not guarantee the ~~registered global security would authorize the participants~~Notes: AFS Funding Corp., AFS Funding Trust, AFS SenSub Corp., AmeriCredit Funding Corp. VII and AmeriCredit MTN Corp. III. See “Risk Factors—Because of our holding ~~the relevant beneficial interests to give or take the action,~~company structure and the ~~participants would authorize beneficial owners owning through~~security interests our subsidiaries have granted in their assets, the ~~participants~~repayment of the notes are effectively subordinated to ~~give or take~~substantially all of our other debt, other than our existing senior notes.” The notes are effectively subordinated in right of payment to all indebtedness and other liabilities and commitments (including trade payables and lease obligations) of our non-guarantor subsidiaries. In the action or would otherwise act upon the instructions of beneficial owners holding through them. We will make payments of principal and premium, if any, and interest, if any, on debt securities represented by a registered global security registered in the nameevent of a ~~depositary~~bankruptcy, liquidation or ~~its nominee to the depositary or its nominee as the registered owners~~reorganization of the registered global security. None of us, the trustee or any other of our agents or agents of the trustee will be responsible or liable for any aspect of the records relating to, or payments made on account of, beneficial ownership interests in the registered global security or for maintaining, supervising or reviewing any records relating to the beneficial ownership interests. 19 We expect that the depositary for any debt securities represented by a registered global security, upon receipt of any payments of principal and premium, if any, and interest, if any, in respect of the registered global security, will immediately credit participants' accounts with payments in amounts proportionate to their respective beneficial interests in the registered global security as shown on the records of the depositary. We also expect that standing customer instructions and customary practices will govern payments by participants to owners of beneficial interests in the registered global security held through the participants, as is now the case with the securities held for the accounts of customers in bearer form or registered in "street name." We also expect that any of these payments will be the responsibility of the participants. If the depositary for any debt securities represented by a registered global security is at any time unwilling or unable to continue as depositary or stops being a clearing agency registered under the Securities Exchange Act of 1934, we will appoint an eligible successor depositary. If we fail to appoint an eligible successor depositary within 90 days, we will issue the debt securities in definitive form in exchange for the registered global security. In addition, we may at any time and in our sole discretion decide not to have any of the non-guarantor subsidiaries, the non-guarantor subsidiaries will pay the holders of their debt ~~securities~~and their trade creditors before they will be able to distribute any of their assets to us, except to the extent that we are recognized as a ~~series represented by one or more registered global securities. In that event, we will issue debt securities~~creditor of the ~~series~~non-guarantor subsidiary, in ~~a definitive form~~which case our claims would still be subordinate in ~~exchange for all~~right of ~~the registered global securities representing the debt securities. The trustee will register~~payment to any ~~debt securities issued in definitive form in exchange for a registered global~~ security in the name or names as the depositary, based upon instructions from its participants, will instruct the trustee. We may also issue bearer debt securities of a series in the form of one or more global securities, referred to as "bearer global securities." We will deposit these securities with a common depositary for Euroclear System and Clearstream Banking, or with a nominee for the depositary identified in the prospectus supplement relating to the series. The prospectus supplement relating to a series of debt securities represented by a bearer global security will describe the applicable terms and procedures. These will include the specific termsassets of the ~~depositary arrangement and any specific procedures for~~non-guarantor subsidiary. The non-guarantor subsidiaries held approximately 88% of our consolidated assets as of September 30, 2003.

Guarantors may, without the ~~issuance~~consent of ~~debt securities in definitive form in exchange for a bearer global security, in proportion to~~ the ~~series represented by a bearer global security. Conversion~~holders of notes, consolidate with, merge with or ~~Exchange Rights If debt securities may be convertible~~ into or exchangeable for shares of our equity securities or other securities, the terms and conditions of conversion or exchange will be stated in the applicable prospectus supplement. The terms will include, among others, the following: . the conversion or exchange price; . the conversion or exchange period; . provisions regarding the convertibility or exchangeability of the debt securities, including who may convert or exchange; . events requiring adjustment to the conversion or exchange price; . provisions affecting conversion or exchange in the event of our redemption of the debt securities; and . any anti-dilution provisions, if applicable. Merger, Consolidation or Sale of Assets Under the terms of indentures, we may consolidate or merge with another company, or sell, lease or conveytransfer all or substantially all ~~our~~of their assets to ~~another company, if we are either the continuing entity or, if we are not the continuing entity: 20~~ ~~. the successor entity is~~any other corporation organized under the laws of the United States or any ~~state thereof or~~ of its political subdivisions provided that:

the ~~District of Columbia and expressly~~surviving corporation assumes ~~all payments on~~ all of the guarantor’s obligations under the indenture;

at the time of such transaction, no event of default, and no event which, after notice or lapse of time, would become an event of default, shall have happened and be continuing; and

certain other conditions are met.

in connection with any sale or other disposition of all or substantially all of the assets of that guarantor (including by way of merger or consolidation); or

in connection with any sale of all of the capital stock of a guarantor.

The indenture provides that if we or any of our subsidiaries acquires or creates a subsidiary after the date of the indenture, other than special purpose subsidiaries used in our securitization or warehouse programs or comparable transactions, then such subsidiary will execute a guarantee in accordance with the terms of the indenture and deliver an opinion of counsel.

Holders may surrender the notes for conversion into shares of our common stock at a conversion price of $18.6825 per share, which is equivalent to a conversion rate of approximately 53.5260 shares per $1,000 principal amount of notes, subject to the conversion rate adjustments described below, if any of the following conditions is satisfied:

during any fiscal quarter prior to November 15, 2018, if the closing sale price of our common stock for at least 20 trading days in the 30 consecutive trading-day period ending on the first day of such fiscal quarter is more than 120% of the conversion price per share of our common stock on the first day of such fiscal quarter;

on or after November 15, 2018, at any time after the closing sale price of our common stock on any trading day is more than 120% of the conversion price per share of our common stock on such trading day, through the close of business on November 15, 2023;

during the five business day period after any five consecutive trading-day period if the average of the trading prices of the notes for such five consecutive trading-day period is less than 98% of the average of the conversion values of the notes during that period, subject to certain limitations;

if we have called the notes for redemption;

if we make certain significant distribution to holders of our common stock or we enter into specified corporate transactions.

Holders may surrender notes for conversion into shares of our common stock during any fiscal quarter prior to November 15, 2018, if the closing sale price of our common stock on The New York Stock Exchange, or if the shares are not then quoted on The New York Stock Exchange, such other principal national securities exchange on which our common stock is listed, for at least 20 trading days in the 30 consecutive trading-day period ending on the first day of such fiscal quarter is more than 120% of the conversion price per share of our common stock on the first day of such fiscal quarter.

Holders may surrender notes for conversion into shares of our common stock on or after November 15, 2018, at any time after the closing sale price of our common stock on The New York Stock Exchange, or if the shares are not then quoted on The New York Stock Exchange, such other principal national securities exchange on which our common stock is listed, on any trading day exceeds 120% of the conversion price per share of our common stock on such trading day, through the close of business on November 15, 2023.

The “sale price” of our common stock on any date means the closing per share sale price (or if no closing sale price is reported, the average of the bid and ask prices or, if more than one in either case, the average of the average bid and the average ask prices) on such date as reported in composite transactions for the principal United States securities exchange on which our common stock is traded.

The conversion agent will, on our behalf, determine daily if the notes are convertible and will notify us and the trustee if the notes become convertible.

Conversion Upon Trading Price of Notes Falling Below Trading Value of the Notes

If after any five consecutive trading-day period in which the average of the trading prices (defined below) for the notes for that five consecutive trading-day period was less than 98% of the average of the conversion values (defined below) for the notes during that period, a holder may surrender notes for conversion at any time during the following 5 business days;provided,however, that no notes may be converted based on the satisfaction of this condition during the five-year period immediately preceding the maturity date of the notes.

We define “trading price” in the indenture to mean, on any date of determination, the average of the secondary bid quotations per note obtained by the conversion agent for $5,000,000 principal amount of the notes at approximately 3:30 p.m., New York City time, on such determination date from three independent nationally recognized securities dealers we select;provided, that if at least three such bids cannot reasonably be obtained, but two such bids can reasonably be obtained, then the average of these two bids shall be used;provided,further, that if at least two such bids cannot reasonably be obtained, but one such bid can reasonably be obtained, this one bid shall be used. If the conversion agent cannot reasonably obtain at least one bid for $5,000,000 principal amount of the notes from an independent nationally recognized securities dealer or, in our reasonable judgment, the bid quotations are not indicative of the secondary market value of the notes, then the trading price of the notes will equal (a) the applicable conversion rate of the notes multiplied by (b) the closing sale price of our common stock on The New York Stock Exchange.

We define the “conversion value” of a note in the indenture to mean the product of the last reported bid price of our common stock on any date of determination multiplied by the conversion rate of the note in effect on that date, which is the number of shares of our common stock into which the note is convertible.

A holder may surrender for conversion a note called for redemption at any time prior to the close of business one business day prior to the redemption date, even if it is not otherwise convertible at such time. If you have already delivered a purchase notice or notice of your exercise of your option to require us to repurchase your notes upon the occurrence of a change in control (defined below) with respect to a note, however, the holder may not surrender that note for conversion until the holder has withdrawn the notice in accordance with the indenture.

A holder may surrender its notes for conversion into shares of our common stock at any time during any period in which the notes are rated at or below CCC+ by Standard & Poor’s Rating Group or Caa1 by Moody’s Investors Service, Inc., or if the credit rating assigned to the notes is suspended or withdrawn by both such rating agencies or, once rated, if the notes are no longer rated by at least one of these rating agencies, although we are under no obligation to have the notes rated.

Even if the market price contingency described above under “—Conversion of Notes—Conversion Upon Satisfaction of Market Price Condition” has not occurred, if we elect to distribute to all holders of our common stock:

certain rights or warrants entitling them to subscribe for or purchase our common stock at less than the current market price (as defined in the indenture) on the record date for such issuance, or

cash, debt securities (or other evidence of indebtedness) or other assets (excluding dividends or distributions described in clauses (1) or (2) of the description below of adjustments to the conversion rate), which distribution, together with all other such distributions within the preceding twelve months, has a per share value exceeding 5% of the current market price of our common stock as of the trading day immediately preceding the declaration date for such distribution,

we must notify the holders of the notes at least 20 days prior to the ex-dividend date for such distribution. Once we have given such notice, holders may surrender their notes for conversion at any time until the earlier of the close of business on the business day prior to the ex-dividend date or our announcement that such distribution will not take place.

In addition, in the event that we are a party to a consolidation, merger, transfer or lease of all or substantially all of our assets or a merger which reclassifies or changes our common stock pursuant to which our common stock would be converted into cash, securities or other assets, the notes may be surrendered for conversion at any time from or after the date which is 15 days prior to the anticipated effective time of the transaction until 15 days after the actual date of such transaction. If the transaction also constitutes a “change in control,” the holder can require us to purchase all or a portion of its notes as described under “—Purchase of Notes at Your Option upon a Change in Control.”

The right of conversion attaching to any note may be exercised (a) if such note is represented by a global security, by book-entry transfer to the conversion agent (which will initially be the trustee) through the facilities of DTC, or (b) if such note is represented by a certificated security, by delivery of such note at the specified office of the conversion agent, accompanied, in either case, by a duly signed and completed notice of conversion and appropriate endorsements and transfer documents if required by the conversion agent. The conversion date shall be the date on which the note and all of the items required for conversion shall have been so delivered and the ~~performance~~requirements for conversion have been met. A holder delivering a note for conversion will be required to pay any taxes or duties payable in respect of the issue or delivery of our common stock upon conversion in a name other than that of the holder.

A holder may convert fewer than all of such holder’s notes so long as the notes converted are in integral multiples of $1,000 principal amount. In lieu of issuing fractional shares of common stock upon conversion of notes, we will pay cash for the fractional amount based upon the closing market price of the common stock on the last trading day prior to the date of conversion.

If the notes are called for redemption or are subject to purchase following a change in control, your conversion rights on the notes called for redemption or so subject to purchase will expire at the close of business on the last business day before the redemption date or purchase date, as the case may be, or such earlier date as the notes are presented for redemption or for purchase, unless we default in the payment of the redemption price or purchase price, in which case your conversion right will terminate at the close of business on the date the default is cured and ~~observance~~the notes are redeemed or purchased. If you have submitted your notes for purchase upon a change in control, you may only convert your notes if you withdraw your election in accordance with the indenture.

The conversion rate will be adjusted as described below, except that we will not make any adjustments to the conversion rate if holders of the notes participate in any of the transactions described below.

(1) If we issue shares of our common stock as a dividend or distribution on our common stock, or if we effect a stock split or stock combination, the conversion rate will be adjusted based on the following formula:

(2) If we issue to all or substantially all holders of our common stock any rights or warrants entitling them for a period of not more than 60 days to subscribe for or purchase shares of our common stock, or securities convertible into shares of our common stock, at a price per share or a conversion price per share less than the ~~covenants~~sale price of our common stock on the business day immediately preceding the time of announcement of such issuance, the conversion rate will be adjusted based on the following formula (provided that the conversion rate will be readjusted to the extent that such rights or warrants are not exercised prior to their expiration):

(3) If we distribute shares of our capital stock, evidences of our indebtedness or other assets or property of ours to all or substantially all holders of our common stock, excluding:

dividends, distributions and rights or warrants referred to in clause (1) or (2) above; and

dividends or distributions in cash referred to in clause (4) below;

(4) If we make cash distributions to all or substantially all holders of our common stock, the conversion rate will be adjusted based on the following formula:

(5) If we or any of our subsidiaries purchase shares of our common stock pursuant to a tender offer, the conversion rate will be increased based on the following formula:

If however, the application of the foregoing formula would result in a decrease in the conversion rate, no adjustment to the conversion rate will be made.

To the extent that we have a rights plan in effect upon conversion of the notes into common stock, the holders will receive, in addition to the common stock, the rights described in our rights plan, whether or not the rights have separated from the common stock at the time of conversion, subject to certain limited exceptions. If we implement a new rights plan, we are required under the indenture to provide that the holders of notes will receive the rights upon conversion of the notes, whether or not these rights were separated from the common stock prior to conversion, subject to certain limited exceptions.

any reclassification of our common stock;

a consolidation, merger or combination involving AmeriCredit; or

a sale or conveyance to another person of the property and assets of AmeriCredit as an entirety or substantially as an entirety,

in which holders of our outstanding common stock would be entitled to receive stock, other securities, other property, assets or cash for their common stock, holders of notes will generally be entitled to convert their notes, subject to the conditions described above, into the same type of consideration received by common stock holders immediately prior to one of these types of events.

You may, in some circumstances, be deemed to have received a distribution or dividend subject to United States federal income tax as a result of an adjustment or the nonoccurrence of an adjustment to the conversion rate.

We are permitted to increase the conversion rate of the notes by any amount for a period of at least 20 days if our Board of Directors determines that such increase would be in our best interest. We are required to give at least 15 days prior notice of any increase in the conversion rate. We may also increase the conversion rate to avoid or diminish income tax to holders of our common stock in connection with a dividend or distribution of stock or similar event.

On or after November 15, 2008, upon at least 30 days and no more than 60 days notice, we may redeem for cash, in whole or in part, the notes at a redemption price equal to 100% of the principal amount of the notes being redeemed (except that notes redeemed on November 15, 2008 shall have a redemption price equal to 100.25% of the principal amount), in each case, plus accrued and unpaid interest, including additional interest, if any, to, but excluding, the redemption date.

Holders may convert notes or portions of notes called for redemption even if the market price contingency described under “—Conversion of Notes” has not occurred, until the close of business on the business day prior to the redemption date.

If we decide to redeem fewer than all of the notes, the trustee will select the notes to be redeemed by lot, or in its discretion, on a pro rata basis. If any note is to be redeemed in part only, a new note in principal amount equal to the unredeemed principal portion will be issued. If a portion of your notes is selected for partial redemption and you convert a portion of your notes, the converted portion will be deemed to be part of the portion selected for redemption.

On November 15, 2008, November 15, 2013 and November 15, 2018, holders may require us to purchase for cash any outstanding notes for which a holder has properly delivered and not withdrawn a written purchase notice, subject to certain additional conditions. Holders may submit their notes for purchase to the paying agent at any time from the opening of business on the date that is 20 business days prior to the purchase date until the close of business on the business day prior to the purchase date.

We will purchase each outstanding note for which a holder has properly delivered and not withdrawn a written purchase notice at a purchase price equal to 100% of the principal amount of the notes being redeemed (except that

notes purchased on November 15, 2008 shall have a purchase price equal to 100.25% of the principal amount), in each case, plus any accrued and unpaid interest, including additional interest, if any, to, but excluding, the purchase date.

We will pay the purchase price in cash. For a discussion of the tax treatment of a holder receiving cash, see “United States Federal Income Tax Considerations—U.S. Holders—Sale, Exchange or Redemption of Notes.”

On a date not less than 20 business days prior to each purchase date, we are required to give notice to all holders at their addresses shown in the register of the registrar, and to beneficial owners as required by applicable law, stating, among other things, the procedures that holders must follow to require us to purchase their notes.

The purchase notice given by each holder electing to require us to purchase notes must be given so as to be received by the paying agent no later than the close of business on the business day prior to the purchase date and must state:

if certificated notes have been issued, the certificate numbers of the holder’s notes to be delivered for purchase;

the aggregate principal amount of notes to be purchased; and

that the notes are to be purchased by us pursuant to the applicable provisions of the notes.

A holder may withdraw any purchase notice by delivering a written notice of withdrawal to the paying agent prior to the close of business on the business day prior to the purchase date. The notice of withdrawal shall state:

if certificated notes have been issued, the certificate numbers of the notes being withdrawn;

the aggregate principal amount of the notes being withdrawn; and

the aggregate principal amount, if any, of the notes that remain subject to the purchase notice.

comply with the provisions of Rule 13e-4, Rule 14e-1 and any other tender offer rules under the Exchange Act;

file a Schedule TO or any successor or similar schedule, if required, under the Exchange Act; and

otherwise comply with all federal and state securities laws in connection with any offer by us to purchase the notes.

Our obligation to pay the purchase price for a note as to which a purchase notice has been delivered and not validly withdrawn is conditioned upon the holder delivering the note, together with necessary endorsements, to the paying agent at any time after delivery of the purchase notice. We will cause the purchase price for the note to be paid promptly following the later of the purchase date or the time of delivery of the note.

If the paying agent holds money or securities sufficient to pay the purchase price of the note on the business day following the purchase date in accordance with the terms of the indenture, then, immediately after the purchase date, the note will cease to be outstanding and interest on such note will cease to accrue, whether or not the note is delivered to the paying agent. After the note ceases to be outstanding, all other rights of the holder shall terminate, other than the right to receive the purchase price upon delivery of the note.

If a change in control occurs, you will have the option to require us to purchase for cash all or any part of your notes on the day that is 30 business days after the occurrence of such change in control (the “change in control purchase date”) at a purchase price equal to 100% of the principal amount of the notes plus accrued and unpaid interest, including additional interest, if any, to, but excluding, the purchase date. Notes submitted for purchase must be in integral multiples of $1,000 principal amount.

We will mail to the trustee and to each holder a written notice of the change in control within 10 business days after the occurrence of such change in control. This notice shall state certain specified information, including:

information about, and the terms and conditions of, the ~~applicable indenture; .~~change in control;

information about the ~~merger, sale~~holders’ right to convert the notes;

the holders’ right to require us to purchase the notes;

the procedures required for exercise of ~~assets or other transaction~~the purchase option upon the change in control; and

the name and address of the paying and conversion agents.

You must ~~not cause a default~~deliver written notice of your exercise of this purchase right to the paying agent at any time prior to the close of business on the ~~debt securities and we~~business day prior to the change in control purchase date. The written notice must ~~not already~~specify the notes for which the purchase right is being exercised. If you wish to withdraw this election, you must provide a written notice of withdrawal to the paying agent at any time prior to the close of business on the business day prior to the change in control purchase date.

A change in control will be ~~in default; and . any additional conditions with respect~~deemed to any particular debt securities are met. Events of Default Unless otherwise provided for in the prospectus supplement, the term "event of default", when used in the indentures may includehave occurred if any of the ~~following: . failure~~following occurs:

the sale, lease, transfer, conveyance or other disposition (other than by way of merger or consolidation), in one or a series of related transactions, of all or substantially all of the assets of AmeriCredit and its subsidiaries taken as a whole to ~~pay~~any “person” (as such term is used in Section 13(d)(3) of the Exchange Act) other than in the ordinary course of business;

the adoption of a plan relating to the liquidation or dissolution of AmeriCredit;

the consummation of any transaction (including, without limitation, any merger or consolidation) the result of which is that any “person” (as defined below), becomes the “beneficial owner” (as such term is defined in Rule 13d-3 and Rule 13d-5 under the Exchange Act, except that a person shall be deemed to have “beneficial ownership” of all securities that such person has the right to acquire, whether such right is currently exercisable or is exercisable only upon the occurrence of a subsequent condition), directly or indirectly, of more than 50% of our voting stock (measured by voting power rather than number of shares);

the first day on which a majority of the members of our board of directors are not continuing directors;

we consolidate with, or merge with or into, any person, or any person consolidates with, or merges with or into, us, in any such event pursuant to a transaction in which any of our outstanding voting stock converted into or exchanged for cash, securities or other property, other than any such transaction where our voting stock outstanding immediately prior to such transaction is converted into or exchanged for voting stock (other than disqualified stock) of the surviving or transferee person constituting a majority of the outstanding shares of such voting stock of such surviving or transferee person (immediately after giving effect to such issuance); or

a termination of listing in which our common stock or other common stock into which the notes are convertible is neither listed for trading on a United States national securities exchange nor quoted on The Nasdaq National Market.

the last sale price of our common stock for any five trading days during the ten trading days immediately preceding the change in control is at least equal to 105% of the conversion price in effect on such day; or

in the case of a merger or consolidation, all of the consideration (excluding cash payments for fractional shares and cash payments pursuant to dissenters’ appraisal rights) in the merger or consolidation constituting the change in control consists of common stock traded on a United States national securities exchange or quoted on The Nasdaq National Market (or which will be so traded or quoted when issued or exchanged in connection with such change in control) and as a result of such transaction or transactions the notes become convertible solely into such common stock.

“person” or “group” have the meanings given to them for purposes of Sections 13(d) and 14(d) of the Exchange Act or any successor provisions, and the term “group” includes any group acting for the purpose of acquiring, holding or disposing of securities within the meaning of Rule 13d-5(b)(1) under the Exchange Act, or any successor provision;

“board of directors” means the Board of Directors or other governing body charged with the ultimate management of any person, or any duly authorized committee thereof;

“capital stock” means: (1) in the case of a corporation, corporate stock; (2) in the case of an association or business entity, any and all shares, interests, participations, rights or other equivalents (however designated) of corporate stock; (3) in the case of a partnership or limited liability company, partnership interests (whether general or limited) or membership interests; and (4) any other interest or participation that confers on a person the right to receive a share of the profits and losses of, or distributions of assets of, the issuing person;

“continuing director” means, as of any date of determination, any member of our board of directors who: (1) was a member of such board of directors on the date of the indenture; or (2) was nominated for 30election or elected to such board of directors with the approval of a majority of the continuing directors who were members of such board at the time of such nomination or election;

“disqualified stock” means any capital stock that, by its terms (or by the terms of any security into which it is convertible), or upon the happening of any event, matures or is mandatorily redeemable, pursuant to a sinking fund obligation or otherwise, or redeemable at the option of the holder of the capital stock, in whole or in part, on or prior to the date that is 91 days after the date ~~payment~~on which the notes mature; and

“voting stock” of any person as of any date means the capital stock of such person that is at the time entitled to vote in the election of the board of directors of such person.

The term “all or substantially all” as used in the definition of change in control will likely be interpreted under applicable state law and will be dependent upon particular facts and circumstances. There may be a degree of uncertainty in interpreting this phrase. As a result, we cannot assure you how a court would interpret this phrase under applicable law if you elect to exercise your rights following the occurrence of a transaction which you believe constitutes a transfer of “all or substantially all” of our assets.

comply with the provisions of Rule 13e-4, Rule 14e-1 and any other tender offer rules under the Exchange Act;

file a Schedule TO or any successor or similar schedule, if required, under the Exchange Act; and

otherwise comply with all federal and state securities laws in connection with any offer by us to purchase the notes upon a change in control.

This change in control purchase feature may make it more difficult or discourage a takeover of us and the removal of incumbent management. We are not, however, aware of any specific effort to accumulate shares of our common stock or to obtain control of us by means of a merger, tender offer, solicitation or otherwise. In addition, the change in control purchase feature is not part of a plan by management to adopt a series of anti-takeover provisions. Instead, the change in control purchase feature is a result of negotiations between us and the initial purchasers.

We could, in the future, enter into certain transactions, including recapitalizations, that would not constitute a change in control but would increase the amount of debt, including senior indebtedness, outstanding or otherwise adversely affect a holder. Neither we nor our subsidiaries are prohibited from incurring debt, including senior indebtedness, under the indenture. The incurrence of significant amounts of additional debt could adversely affect our ability to service our debt, including the notes.

Certain of our debt agreements may prohibit our redemption or repurchase of the notes and provide that a change in control constitutes an event of default.

If a change in control were to occur, we may not have sufficient funds to pay the change in control purchase price for the notes tendered by holders. In addition, we may in the future incur debt that has similar change of control provisions that permit holders of this debt to accelerate or require us to repurchase this debt upon the occurrence of events similar to a change in control.

(8)

except as permitted by the indenture, any subsidiary guarantee shall be held in any judicial proceeding to be unenforceable or invalid or shall cease for any reason to be in full force and effect or any guarantor, or any person acting in behalf of any guarantor, shall deny or disaffirm its obligations under its subsidiary guarantee; and

If an event of default, other than an event of default described in clause (9) above with respect to us, occurs and is continuing, either the trustee or the holders of at least 25% in aggregate principal amount of the outstanding notes may declare the principal amount of the notes to be due and ~~payable; however, if we extend~~payable immediately. If an ~~interest payment period under~~event of default described in clause (9) above occurs with respect to us, the ~~terms~~principal amount of the ~~debt securities,~~notes will automatically become immediately due and payable.

After any such acceleration, but before a judgment or decree based on acceleration, the ~~extension~~holders of a majority in aggregate principal amount of the notes may, under certain circumstances, rescind and annul such acceleration if all events of default, other than the non-payment of accelerated principal, have been cured or waived. Subject to the trustee’s duties in the case of an event of default, the trustee will not be ~~a failure~~obligated to ~~pay interest; . failure~~exercise any of its rights or powers at the request of the holders unless the holders have offered to ~~pay principal or premium, if any, on any debt security when due, either at maturity, upon any redemption, by declaration or otherwise; . failure~~the trustee reasonable indemnity.

Subject to make sinking fund payments, if any, when due; . failure to perform other covenants for 60 days after notice that performance was required; . events of bankruptcy, insolvency or reorganization of our company; or . any other event of default provided in the indenture, applicable ~~resolution of our Board of Directors or~~law and the ~~supplemental indenture under which we issue a series of debt securities. The~~trustee’s indemnification, the holders of ~~not less than~~ a majority in ~~outstanding~~aggregate principal amount of ~~a series of debt securities~~the outstanding notes have the right to direct the time, method and place of conducting any proceeding for any remedy available to the trustee ~~of the series. The trustee~~ or the holders of not less than 25% in aggregate outstanding principal amount of the series may declare the principal due and payable immediately upon an event of default. The holders of a majority in aggregate outstanding principal amount of the series may annul the declaration and waive the default if the default (other than the non-payment of the principal of the series which has become due solely by the acceleration) has been cured and a sum sufficient to pay all matured installments of interest and principal due otherwise than by acceleration has been deposited with the trustee of the series. The holders of a majority in outstanding principal amount of a series of debt securities affected thereby may, on behalf of the holders of all the holders of the series of debt securities, waiveexercising any ~~past default, except a default in the payment of principal~~trust or interest, unless the default has been cured and a sum sufficient to pay all matured installments of interest and principal due otherwise than by acceleration has been deposited with the trustee of the series, or a default in respect of a covenant or provision which under the related indenture cannot be 21 modified or amended without the consent of the holder of each outstanding debt security of the series. We are required to file annually with the trustees a certificate as to whether or not we are in compliance with all the conditions and covenants applicable to us under the indentures. In case an event of default shall occur and be continuing as to a series of debt securities, the trustee of the series will have the right to declare the principal of and the interestpower conferred on the ~~debt securities, and any other amounts payable under the indenture, to be forthwith due and payable and to enforce its other rights as a creditor~~trustee with respect to the ~~debt securities.~~ notes.

No holder ~~of any debt securities will have~~has any right to institute any proceeding ~~with respect to~~under the indenture, or for the appointment of a receiver or a trustee, or for any other remedy ~~thereunder, unless~~ under the indenture unless:

the holder ~~shall have~~has previously given to the trustee written notice of a continuing event of ~~default and unless also~~ default;

the holders of at least 25% in aggregate principal amount of the notes then outstanding ~~debt securities of the series shall~~ have made a written request and have offered reasonable indemnity to the trustee ~~of the series~~ to institute ~~the~~such proceeding as ~~a trustee,~~trustee; and ~~unless~~

the trustee ~~shall~~has failed to institute such proceeding within 60 days after such notice, request and offer, and has not ~~have~~ received from the holders of a majority in aggregate principal amount of the notes then outstanding ~~debt securities of the class~~ a direction inconsistent with ~~the~~such request within 60 days after such notice, request and ~~shall have failed to institute~~offer.

However, the ~~proceeding within 60 days. However, these~~above limitations do not apply to a suit instituted by a holder ~~of a debt security~~ for the enforcement of payment of the principal of or any premium or interest on ~~the debt security~~any note on or after the ~~respective~~applicable due ~~dates expressed~~date or the right to convert the note in the debt security. Discharge, Defeasance and Covenant Defeasance We can discharge or defease our obligations under the indentures as stated below or as provided in the applicable prospectus supplement. Unless otherwise provided in the applicable prospectus supplement, we may discharge obligations to holders of any series of debt securities that have not already been delivered to the trustee for cancellation and that have either become due and payable or are by their terms to become due and payable, or are scheduled for redemption, within one year. We may effect a discharge by irrevocably depositingaccordance with the trustee cash or United States government obligations, as trust funds, in an amount certified to be enough to pay when due, whether at maturity, upon redemption or otherwise, the principal of, premium, if any, and interest on the debt securities and any mandatory sinking fund payments. Unless otherwise provided in the applicable prospectus supplement, we may also discharge any and all of our obligations to holders of any series of debt securities at any time, which we refer to as "defeasance." We may also be released from the obligations imposed by any covenants of any outstanding series of debt securities and provisions of the indentures, and we may omit to comply with those covenants without creating an event of default under the trust indenture, which we refer to as "covenant defeasance." We may effect defeasance and covenant defeasance only if, among other things: . we irrevocably deposit with the trustee cash or United States government obligations, as trust funds, in an amount certified to be enough to pay at maturity, or upon redemption, the principal, premium, if any, and interest on all outstanding debt securities of the series; or . we deliver to the trustee an opinion of counsel to the effect that (a) in the case of covenant defeasance, the holders of the series of debt securities will not recognize income, gain or loss for United States federal income tax purposes as a result of the defeasance, and will be subject to tax in the same manner and at the same times as if no covenant defeasance had occurred and (b) in the case of defeasance, either we have received from, or there has been published by, the Internal Revenue Service a ruling or there has been a change in applicable United States federal income tax law, and based on that ruling or change, the holders of the series of debt securities will not recognize income, gain or loss for United States federal income tax purposes as a result of the defeasance and will be subject to tax in the same manner as if no defeasance had occurred. 22 Although we may discharge or defease our obligations under the indentures as described in the two preceding paragraphs, we may not avoid, among other things, our duty to register the transfer or exchange of any series of debt securities, to replace any temporary, mutilated, destroyed, lost or stolen series of debt securities or to maintain an office or agency in respect of any series of debt securities. Modification of the Indentures Except as provided in the applicable prospectus supplement, each indenture provides that we and the trustee may enter into supplemental indentures without the consent of the holders of debt securities to: . cure any ambiguity or correct any inconsistency in the indenture; . evidence the assumption by a successor corporation of our obligations and the conversion of any debt securities into the capital stock of that successor corporation, if the terms of those debt securities so provide; . add covenants for the protection of the holders of debt securities; . make any change that does not adversely affect the rights of any holders of debt securities; . establish the forms or terms of debt securities of any series; and . evidence and provide for the qualification of the indenture under the Trust Indenture Act of 1939. Each indenture also provides that we and the trustee may, with the consent ofindenture.

Generally, the holders of not less than a majority inof the aggregate principal amount of ~~debt securities~~outstanding notes may waive any default or event of ~~all series~~default unless:

we fail to pay principal, premium or any interest on any note when due;

we fail to convert any note into common stock; or

we fail to comply with any of ~~senior debt securities or of subordinated debt securities then outstanding and affected, voting as one class, add any provisions to, or change in any manner, eliminate or modify in any way~~ the provisions of the indenture ~~or modify in any manner the rights of the holders of the debt securities. We and the trustee may not, however, without~~that would require the consent of the holder of each outstanding debt security affected: . change the stated maturity of any debt security; . reduce the principal amount or premium, if any; . reduce the rate or extend the time of payment of interest; or . reduce any amount payable on redemption; 23 . reduce the percentage of holders of debt securities of any series whose consent is required for any modification of the indenture for any such series. Concerning the Trustees Each trustee shall have and be subject to all the duties and responsibilities specified with respect to an indenture trustee under the Trust Indenture Act. Subject to these provisions, each trustee is under no obligation to exercise any of the powers vested in it by the indenture at the request of any holder of the debt securities, unless offered reasonable indemnity by the holder against the costs, expenses and liabilities which might be incurred thereby. Each trustee is not required to expend or risk its own funds or otherwise incur personal financial liability in the performance of its duties if the trustee reasonably believes that repayment or adequate indemnity is not reasonably assured to it. Governing Law The indentures and the debt securities will be governed by, and construed in accordance with, the laws of the State of New York. DESCRIPTION OF PREFERRED SECURITIES The trust will issue the preferred securities pursuant to the terms of the trust agreement. The preferred securities will represent preferred undivided beneficial interests in the assets of the trust. Holders of the preferred securities will be entitled to a preference over the common securities in certain circumstances with respect to distributions and amounts payable on redemption of the trust securities or liquidation of the trust. See "-- Subordination of Common Securities." The trust agreement will be qualified under the Trust Indenture Act of 1939. The following description is a summary of material provisions of the preferred securities, the common securities and the trust agreement, a copy of which is filed as an exhibit to the registration statement of which this prospectus is a part. This summary description does not purport to be complete and is subject to, and is qualified in its entirety by reference to, all the provisions of the trust agreement. You should read the form of trust agreement for provisions that may be important to you. You should also consider applicable provisions of the Trust Indenture Act of 1939. General The trust agreement authorizes the trust to issue the preferred securities and the common securities. note affected.

We will own all of the common securities. The preferred securities will rank equally, and payments on the preferred securities will be made pro rata, with the common securities. However, upon the occurrence of a debenture event of default, the rights of the holders of the common securities to receive distributions and payments upon liquidation, redemption and otherwise will be subordinated to the rights of the holders of preferred securities. The trust will invest the proceeds obtained from any issuance of preferred securities, together with the consideration we paid for the common securities, in trust debentures issued by us. The preferred securities and the common securities shall comprise the "trust securities." See "Description of Trust Debentures." Legal title to the trust debentures will be held by the property trustee in trust for the benefit of the holders of the trust securities. In accordance with the trust agreement, the trust may not: . borrow money; . issue debt or any securities other than the trust securities; . execute mortgages; or . pledge any of its assets. 24 We will guarantee distributions on the preferred securities on a limited basis to the extent described under the caption "Description of Guarantee." The guarantee will not guarantee payment of distributions or amounts payable on redemption of the preferred securities or liquidation of the trust when the trust does not have funds on hand legally available for such payments. In such event, a remedy of a holder of preferred securities is to direct the property trustee to enforce its rights under the trust debentures. If the property trustee fails to enforce its rights with respect to the trust debentures held by the trust, any record holder of preferred securities may, to the fullest extent permitted by law, institute legal proceedings directly against us to enforce the property trustee's rights under such trust debentures without first instituting any legal proceedings against such property trustee or any other person or entity. In addition, a holder of preferred securities may institute a legal proceeding directly against us for enforcement of payment to such holder of principal of, premium, if any, or interest on the trust debentures having a principal amount equal to the aggregate liquidation amount of the preferred securities of such holder on or after the due date specified in the trust debentures. Holders of the preferred securities have no preemptive or similar rights. Distributions Distributions on the preferred securities will be payable on the dates and at the rates set forth in a prospectus supplement. The distribution rate and the relevant distribution date for the trust securities will correspond to the payments and payment dates on the trust debentures. The revenue of the trust available for distribution to holders of the preferred securities will be limited to payments under the trust debentures in which the trust will invest the proceeds from the issuance and sale of the trust securities. If we do not make interest payments on the trust debentures, the property trustee will not have funds available to pay distributions on the preferred securities. The trust's preferred securities represent beneficial ownership interest in the assets of the trust. Distributions on the preferred securities will be payable to the holders as they appear on the register of the trust on the relevant record dates, which, as long as the preferred securities remain in book-entry form, will be one business day prior to the relevant distribution date. Subject to any applicable laws and regulations and to the provisions of the applicable trust agreement, each distribution payment will be made as described under "--Depositary Procedures." In the event any preferred securities are not in book-entry form, the relevant record date for such preferred securities shall be a date at least 15 days prior to the relevant distribution date, as specified in the applicable prospectus supplement. We may, on one or more occasions, defer the payment of interest on the trust debentures for a specified number of consecutive semi-annual periods, unless a debenture event of default has occurred and is continuing. However, no deferral period shall end on a date other than an interest payment date or extend beyond the stated maturity date. Semi-annual distributions on the preferred securities will be deferred by the trust during any such deferral period. Distributions to which holders of the preferred securities are entitled during any such deferral period will accumulate additional distributions at the rate per annum set forth in the applicable prospectus supplement. Upon the termination of any deferral period and the payment of all amounts then due on any interest payment date, we may elect to begin a new deferral period, subject to the requirements described above. No interest shall be due and payable during any deferral period, except at the end of the period. We must give the property trustee, the debenture trustee and the administrative trustees notice of our election to defer the payment of interest on the trust debentures at least five business days prior to the earlier of: . the date the distributions on the preferred securities would have been payable except for the election to begin such deferral period; or 25 ~~. the date the administrative trustees~~ are required to give notice to any securities exchange or to holders of preferred securities of the record date or the date such distributions are payable, but in any event not less than five business days prior to such record date. There is no limitation on the number of times that we may elect to begin any deferral period. Accordingly, there could be multiple deferral periods of varying lengths throughout the term of the preferred securities. See "Description of Trust Debentures--Option to Extend Interest Payment Date." During any deferral period, we may not, and will not permit any of our subsidiaries to: . declare or pay any dividends or distributions on, or redeem, purchase, acquire, or make a liquidation payment with respect to, any of our capital stock (subject to certain exceptions); . make any payment of principal of or premium, if any, or interest on or repay, repurchase or redeem any of our debt securities, including other debentures that rank pari passu with or junior in right of paymentfurnish to the ~~trust debentures; or . make any guarantee payments (other than payments under the guarantee) with respect to any guarantee~~trustee, on an annual basis, a statement by ~~us of the debt securities of any of~~ our subsidiaries, including other guarantees, if such guarantee ranks pari passu with or junior in right of payment to the trust debentures. Payment of Additional Sums If the trust is required to pay any taxes, duties, or other governmental charges imposed by the United States or any other taxing authority, we will be required to pay such additional sums necessary in order that the amount of distributions then due and payable by the trust on the outstanding preferred securities and common securities of the trust will not be reduced as a result of any additional taxes, duties and other governmental charges to which the trust has become subject. Redemption Upon the repayment on the stated maturity date or prepayment prior to the stated maturity date of the trust debentures (other than following the distribution of the trust debentures to the holders of the trust securities), the proceeds from such repayment or prepayment shall be applied by the property trustee to redeem a Like Amount (as defined below) of the trust securities, upon not less than 30 nor more than 60 days' notice of a date of redemption to the holders of the trust securities, at the applicable redemption price, which shall be equal to: . in the case of the payment of the trust debentures on the stated maturity date, the maturity redemption price equal to the principal amount of, plus accrued and unpaid interest on, the trust debentures; . in the case of the optional prepayment of the trust debentures, upon the occurrence and continuation of a Special Event, the Special Event Redemption Price equal to the Special Event Prepayment Price in respect of the trust debentures; and . in the case of the optional prepayment of the trust debentures, the optional redemption price equal to the optional prepayment price in respect of the trust debentures. See "Description of Trust Debentures--Optional Prepayment" and "--Special Event Prepayment." If fewer than all of the trust debentures are to be prepaid on a redemption date, then the proceeds of such prepayment shall be allocated pro rata among the trust securities. "Like Amount" means: 26 . with respect to a redemption of the trust securities, trust securities having a liquidation amount equal to the principal amount of trust debentures to be paid in accordance with their terms; and . with respect to a distribution of trust debentures upon the dissolution and liquidation of the trust, trust debentures having a principal amount equal to the liquidation amount of the trust securities of the holder to whom such trust debentures are being distributed. We will have the option to prepay the trust debentures: . in whole at any time or in part from time to time at the optional prepayment price; and . in whole but not in part, at any time within 90 days of the occurrence of a Special Event, at the Special Event Prepayment Price. See "Description of Trust Debentures--Optional Prepayment" and "--Special Event Prepayment." Redemption Procedures If applicable, trust securities shall be redeemed at the applicable redemption price with the proceeds from the contemporaneous repayment or prepayment of the trust debentures. Any redemption of trust securities will be made and the applicable redemption price will be payable on the redemption date only to the extent that the trust has funds legally available for the payment of the applicable redemption price. See also "--Subordination of Common Securities." If the trust gives a notice of redemption in respect of the preferred securities, then, by 12:00 noon, New York City time, on the redemption date, to the extent funds are legally available, with respect to the preferred securities held by DTC or its nominees, the property trustee will deposit with DTC funds sufficient to pay the applicable redemption price. See "Global Trust Preferred Securities." With respect to the preferred securities held in certificated form, the property trustee, to the extent funds are legally available, will deposit with the paying agent for the preferred securities funds sufficient to pay the applicable redemption price and will give the paying agent irrevocable instructions and authority to pay the applicable redemption price to the holders of the preferred securities upon surrender of their certificates evidencing the preferred securities. See "--Payment and Paying Agency." Notwithstanding the foregoing, distributions payable on or prior to the redemption date shall be payable to the holders of such preferred securities on the relevant record dates for the related distribution dates. If notice of redemption has been given and funds are deposited as required, then upon the date of such deposit, all rights of the holders of the preferred securities called for redemption will cease, except the right of the holders of the preferred securities to receive the applicable redemption price, and the preferred securities will cease to be outstanding. In the event that any redemption date of preferred securities is not a business day, then the redemption price will be paid on the next succeeding day that is a business day. If the next succeeding business day falls in the next calendar year, then the required payment will be made on the immediately preceding business day. In the event that payment of the redemption price is improperly withheld or refused and not paid either by the trust or by us pursuant to the guarantee: . distributions on preferred securities will continue to accumulate at the then applicable rate, from the redemption date originally established by the trust to the date the redemption price is actually paid; and . the actual payment date will be the redemption date for purposes of calculating the applicable redemption price. We, or our subsidiaries, may, subject to applicable law, at any time and from time to time purchase outstanding preferred securities by tender, in the open market or by private agreement. 27 The trust may not redeem fewer than all of the outstanding preferred securities unless all accumulated and unpaid distributions have been paid on all preferred securities for all semi-annual distribution periods terminating on or prior to the redemption date. If less than all of the preferred securities and common securities issued by the trust are to be redeemed on a redemption date, then the aggregate amount of such preferred securities and common securities to be redeemed shall be allocated pro rata among the preferred securities and the common securities based on the relative liquidation amounts of the two classes. The particular preferred securities to be redeemed shall be selected on a pro rata basis not more than 60 days prior to the redemption date by the property trustee from the outstanding preferred securities not previously called for redemption, by such method as the property trustee shall deem fair and appropriate. The property trustee shall promptly notify the trust registrar in writing of the preferred securities selected for redemption and, in the case of any preferred security selected for partial redemption, the liquidation amount to be redeemed. For all purposes of the trust agreement, unless the context otherwise requires, all provisions relating to the redemption of preferred securities shall relate, in the case of any preferred security redeemed or to be redeemed only in part, to the portion of the aggregate liquidation amount of preferred securities which has been or is to be redeemed. Notice of any redemption will be mailed at least 30 days but not more than 60 days prior to the redemption date to each holder of trust securities at its registered address. Unless we default in payment of the applicable redemption price on, or in the repayment of, the trust debentures, on and after the redemption date distributions will cease to accrue on the trust securities called for redemption. Liquidation of the Trust and Distribution of Trust Debentures We will have the right at any time to dissolve the trust and, after satisfaction of liabilities to creditors of the trust, cause the trust debentures to be distributed to the holders of the trust securities in liquidation of the trust. This dissolution right is subject to the administrative trustees having received an opinion of counsel to the effect that such distribution will not be a taxable event to holders of preferred securities. The trust shall automatically dissolve upon the first to occur of: . certain events of our bankruptcy, dissolution or liquidation; . the distribution of a Like Amount of the trust debentures to the holders of the trust securities, if we have given written directions to the property trustee to dissolve the trust; . expiration of the term of the trust; . redemption of all of the trust securities as described under "-- Redemption;" and . the entry of an order for the dissolution of the trust by a court of competent jurisdiction. If a dissolution occurs as described in bullet points one through three above, the trust shall be liquidated by the administrative trustees as expeditiously as possible. After satisfaction of liabilities to the trust's creditors, the administrative trustees will distribute to the holders of the trust securities a Like Amount of the trust debentures, unless that distribution is determined by the property trustee not to be practicable. In such case, the holders will be entitled to receive pro rata out of the assets of the trust legally available for distribution to holders an amount equal to the aggregate of the liquidation amount plus accumulated and unpaid distributions thereon to the date of payment. If this liquidation distribution can be paid only in part because the trust has insufficient assets on hand legally available to pay in full the aggregate liquidation distribution, then the amount payable directly by the trust on the trust securities shall be paid on a pro rata basis, except that if a debenture event of default has occurred and is continuing, the preferred securities shall have a priority over the common securities. See "-- Subordination of Common Securities." If we elect not to prepay the trust debentures prior to maturity in accordance with their terms and either elect not to or are unable to dissolve and liquidate the trust and distribute the trust debentures to holders of the trust 28 securities, the trust securities will remain outstanding until the repayment of the trust debentures on the stated maturity date. After the liquidation date is fixed for any distribution of trust debentures to holders of the trust securities, . the trust securities will no longer be deemed to be outstanding; . DTC or its nominee will receive, in respect of each registered global certificate, if any, representing trust securities and held by it, a registered global certificate or certificates representing the trust debentures to be delivered upon such distribution; and . any certificates representing trust securities not held by DTC or its nominee will be deemed to represent trust debentures having a principal amount equal to the liquidation amount of those trust securities, and bearing accrued and unpaid interest in an amount equal to the accumulated and unpaid distributions on such trust securities until such certificates are presented to the administrative trustees or their agent for cancellation. At such time, we will issue to that holder, and the debenture trustee will authenticate, a certificate representing those trust debentures. Subordination of Common Securities Payment of distributions on, and the redemption price of, the trust securities will be made pro rata based on the liquidation amount of the trust securities. However, if on any distribution date or redemption date a debenture event of default has occurred and is continuing, no payment of any distribution on, or applicable redemption price of, any of the common securities, and no other payment on account of the redemption, liquidation or other acquisition of the common securities, will be made unless payment in full in cash of all accumulated and unpaid distributions on all of the outstanding preferred securities for all distribution periods terminating on or before that time, or in the case of payment of the applicable redemption price the full amount of such redemption price, shall have been made or provided for. All funds available to the property trustee shall first be applied to the payment in full in cash of all distributions on, or redemption price of, the preferred securities then due and payable. In the case of any event of default under the trust agreement, we, as holder of the common securities, will be deemed to have waived any right to act with respect to such event of default until the effect of the event of default has been cured, waived or otherwise eliminated. Until any such event of default has been cured, waived or otherwise eliminated, the property trustee shall act solely on behalf of the holders of the preferred securities and not on our behalf as holder of the common securities, and only the holders of the preferred securities will have the right to direct the property trustee to act on their behalf. Events of Default; Notice The occurrence of a debenture event of default constitutes an event of default under the trust agreement. See "Description of Trust Debentures-- Debenture Events of Default." Within five business days after the occurrence of any trust agreement event of default actually known to the property trustee, the property trustee shall transmit notice of the event of default to the holders of the preferred securities, the administrative trustees and to us, unless the event of default has been cured or waived. We and the administrative trustees are required to file annually with the property trustee a certificateofficers as to whether or not ~~they~~we, to the officers’ knowledge, are in ~~compliance with all~~default in the ~~conditions and covenants applicable to them under the trust agreement. Upon the occurrence~~performance or observance of ~~a trust agreement event of default, the debenture trustee or the property trustee as the holder~~any of the ~~trust debentures will have the right under the debenture indenture to declare the principal of~~terms, provisions and interest on the trust debentures to be immediately due and payable. If a trust agreement event of default occurs and is continuing, then the holders of a majority in aggregate liquidation amount of preferred securities have the right to direct the exercise of any trust or power conferred upon 29 ~~the property trustee under the trust agreement, including the right to direct the property trustee under the trust agreement to exercise the remedies available to it as holder~~conditions of the ~~trust debentures. If the property trustee fails to enforce its rights with respect to the trust debentures held by the trust,~~indenture, specifying any record holder of preferred securities may, to the fullest extent permitted by law, institute legal proceedings directly against us to enforce the property trustee's rights under the trust debentures without first instituting any legal proceedings against the property trustee or any other person or entity. In addition, if a trust agreement event of default has occurredknown defaults.

We and the event of default is attributable to our failure to pay interest, principal or other required payments on the trust debentures issued to the trust on the date the interest, principal or other payment is otherwise payable, then a record holder of preferred securities may, on or after the respective due dates specified in the trust debentures, institute a proceeding directly against us for enforcement of payment on trust debentures having a principal amount equal to the aggregate liquidation amount of the preferred securities held by that holder. In connection with such an action, we will be subrogated to the rights of such record holder of preferred securities to the extent of any payment made by us to such record holder of preferred securities. If a debenture event of default has occurred and is continuing, the preferred securities shall have a preference over the common securities as described under "--Liquidation of the Trust and Distribution of Trust Debentures" and "--Subordination of Common Securities." Removal of Issuer Trustees Unless a debenture event of default shall have occurred and be continuing, any issuer trustee may be removed at any time by the holder of the common securities. If a debenture event of default has occurred and is continuing, the property trustee and the Delaware trustee may be removed at such time by the holders of a majority in liquidation amount of the outstanding preferred securities. In no event will the holders of the preferred securities have the right to vote to appoint, remove or replace the administrative trustees, which voting rights are vested exclusively in the holder of the common securities. No resignation or removal of an issuer trustee and no appointment of a successor trustee shall be effective until the acceptance of appointment by the successor trustee in accordance with the provisions of the trust agreement. Mergers, Consolidations, Amalgamations or Replacements of the Trust The trust may not merge with or into, convert into, consolidate, amalgamate, or be replaced by, or convey, transfer or lease its properties and assets as an entirety or substantially as an entirety to any corporation or other person, except as described below or as otherwise described under "-- Liquidation of the Trust and Distribution of Trust Debentures." The trust may, at our request with the consent of the administrative trustees and without the consent of the holders of the preferred securities, the Delaware trustee or the property trustee, merge with or into, convert into, consolidate, amalgamate, or be replaced by or convey, transfer or lease its properties and assets as an entirety or substantially as an entirety to a trust organized as such under the laws of any State; provided that: . the successor entity either: . expressly assumes all of the obligations of the trust with respect to the trust securities and the trust agreement; or . substitutes for the trust securities other securities having substantially the same terms as the trust securities (the "successor securities") so long as the successor securities rank the same as the trust securities rank in priority with respect to distributions and payments upon liquidation, redemption and otherwise; . we expressly appoint a trustee of such successor entity possessing the same powers and duties as the property trustee as the holder of the trust debentures; 30 . the successor securities are listed, or any successor securities will be listed upon notification of issuance, on any national securities exchange or other organization on which the trust securities are then listed or quoted, if any; . if the preferred securities (including any successor securities) are rated by any nationally recognized statistical rating organization prior to such transaction, such merger, consolidation, amalgamation, replacement, conveyance, transfer or lease does not cause the preferred securities (including any successor securities) or, if the trust debentures are so rated, the trust debentures, to be downgraded by any such nationally recognized statistical rating organization; . the merger, conversion, consolidation, amalgamation, replacement, conveyance, transfer or lease does not adversely affect the rights, preferences and privileges of the holders of the trust securities (including any successor securities) in any material respect; . the successor entity has a purpose substantially identical to that of the trust; . prior to the merger, consolidation, amalgamation, replacement, conveyance, transfer or lease, we have received an opinion from independent counsel to the trust experienced in such matters to the effect that: . the merger, consolidation, amalgamation, replacement, conveyance, transfer or lease does not adversely affect the rights, preferences and privileges of the holders of the trust securities (including any successor securities) in any material respect; and . following such merger, conversion, consolidation, amalgamation, replacement, conveyance, transfer or lease, . neither the trust nor such successor entity will be required to register as an investment company under the Investment Company Act of 1940, as amended; and . the trust or the successor entity will continue to be classified as a grantor trust for United States federal income tax purposes; . we or any permitted successor or assignee owns all of the common securities of the successor entity and guarantees the obligations of such successor entity under the successor securities at least to the extent provided by the guarantee; and . there shall have been furnished to the property trustee an officer's certificate and an opinion of counsel, each to the effect that all conditions precedent in the trust agreement to such transaction have been satisfied. Notwithstanding the foregoing, the trust may not, except with the consent of holders of 100% in liquidation amount of the trust securities, enter into any transactions of this kind if the transaction would cause the trust or the successor entity not to be classified as a grantor trust for United States federal income tax purposes or would cause the holders of the trust securities not to be treated as owning an undivided interest in the trust debentures. Voting Rights; Amendment of the Trust Agreement Except as provided below and under "--Mergers, Consolidations, Amalgamations or Replacements of the Trust" and "Description of Guarantee-- Amendments and Assignment" and as otherwise required by law and the trust agreement, the holders of the preferred securities will have no voting rights. 31 ~~The trust agreement may be amended from time to time by us and the administrative trustees, without the consent of the holders of the trust securities: . to cure any ambiguity, correct~~amend or supplement ~~any provisions in~~ the trust agreement that may be inconsistent with any other provision, or to make any other provisions with respect to matters or questions arising under the trust agreement, which shall not be inconsistent with the other provisions of the trust agreement; or . to modify, eliminate or add to any provisions of the trust agreement to such extent as shall be necessary to ensure that the trust will be classified for United States federal income tax purposes as a grantor trust at all times that any trust securities are outstanding or to ensure that the trust will not be required to register as an "investment company" under the Investment Company Act of 1940; provided, however, that in each such case the interests of the holders of the trust securities shall not be adversely affected in any material respect. Any amendments of the trust agreement pursuant to the foregoing shall become effective once notice is given to the holders of the trust securities. The trust agreement may be amended by us and the issuer trustees: . with the consent of holders representing a majority (based upon liquidation amount) of the outstanding trust securities; and . upon receipt by the issuer trustees of an opinion of counsel experienced in such matters to the effect that such amendment or the exercise of any power granted to the issuer trustees in accordance with such amendment will not affect the trust's status as a grantor trust for United States federal income tax purposes or the trust's exemption from status as an "investment company" under the Investment Company Act of 1940; provided that, without the consent of each holder of trust securities, the trust agreement may not be amended to: . change the amount or timing of any distribution on the trust securities or otherwise adversely affect the amount of any distribution required to be made in respect of the trust securities as of a specified date; or . restrict the right of a holder of trust securities to institute suit for the enforcement of any such payment on or after such date. So long as any trust debentures are held by the trust, the issuer trustees shall not: . direct the time, method and place of conducting any proceeding for any remedy available to the debenture trustee, or executing any trust or power conferred on the debenture trustee with respect to the trust debentures; . waive any past defaults under the debenture indenture; . exercise any right to rescind or annul a declaration of acceleration of the maturity of the principal of the trust debentures; or . consent to any amendment, modification or termination of the debenture indenture or the trust debentures, where such consent shall be required, without, in each case, obtaining the prior approval of the holders of a majority in liquidation amount of all outstanding preferred securities. 32 However, where a consent under the debenture indenture would require the consent of each holder of trust debentures affected thereby, no such consent shall be given by the property trustee without the prior consent of each holder of the preferred securities. The issuer trustees shall not revoke any action previously authorized or approved by a vote of the holders of the preferred securities except pursuant to a subsequent vote of such holders. The property trustee shall notify each holder of preferred securities of any notice of default which it receives with respect to the trust debentures. In addition to obtaining the foregoing approvals of the holders of the preferred securities, prior to taking any of the foregoing actions, the issuer trustees shall obtain an opinion of counsel experienced in such matters to the effect that the trust will not fail to be classified as a grantor trust for United States federal income tax purposes on account of such action. Any required approval of holders of preferred securities may be given at a meeting of such holders convened for such purpose or pursuant to written consent (without prior notice). The property trustee will cause a notice of any meeting at which holders of preferred securities are entitled to vote to be given to each holder of record of preferred securities in the manner set forth in the trust agreement. No vote or consent of the holders of preferred securities will be required for the trust to redeem and cancel the preferred securities in accordance with the trust agreement. Notwithstanding that holders of the preferred securities are entitled to vote or consent under any of the circumstances described above, any of the preferred securities that are owned by us, the issuer trustees or any affiliate of us or any issuer trustee shall not be entitled to vote or consent and shall, for purposes of such vote or consent, be treated as if they were not outstanding. Payment and Paying Agency Payments in respect of preferred securities held in global form shall be made to the depositary, which shall credit the relevant accounts at the depositary on the applicable distribution dates, or in respect of preferred securities that are not held by the depositary, such payments shall be made by check mailed to the address of the holder entitled thereto as such address shall appear on the register. The paying agent shall initially be the property trustee or an affiliate of the property trustee and any co-paying agent chosen by the property trustee and acceptable to us and the administrative trustees. The paying agent shall be permitted to resign as paying agent upon 30 days' written notice to the property trustee, the administrative trustees and us. In the event that the property trustee or an affiliate of the property trustee shall no longer be the paying agent, the administrative trustees shall appoint a successor (which shall be a bank or trust company acceptable to the administrative trustees and us) to act as paying agent. Global Trust Preferred Securities If specified in the prospectus supplement, trust preferred securities may be represented by one or more global certificates deposited with, or on behalf of, The Depository Trust Corporation, or other depositary identified in such prospectus supplement, or a nominee thereof, in each case for credit to an account of a participant in The Depository Trust Corporation, or other depositary. The identity of the depositary and the specific terms of the depositary arrangements with respect to the trust preferred securities to be represented by one or more global certificates will be described in the prospectus supplement. However, unless otherwise specified in the prospectus supplement, The Depository Trust Corporation will be the depositary and the depositary arrangements described with respect to the debt securities will apply to such trust preferred securities as well. 33 Exchange of Book-Entry Preferred Securities for Certificated Preferred Securities A global preferred security is exchangeable for preferred securities in certificated form if: . the depositary notifies the trust that it is unwilling or unable to continue as depositary for the global preferred security or has ceased to be a clearing agency registered under the Exchange Act, and the trust fails to appoint a successor depositary within 90 days; . we, on behalf of the trust, in our sole discretion elect to cause the issuance of the preferred securities in certificated form; or . there shall have occurred and be continuing an event of default under the trust agreement. In addition, beneficial interests in a global preferred security may be exchanged for certificated preferred securities upon request but only upon at least 20 days' prior written notice given to the property trustee by or on behalf of DTC in accordance with customary procedures. In all cases, certificated preferred securities delivered in exchange for any global preferred security or beneficial interests therein will be registered in the names, and issued in any approved denominations, requested by or on behalf of the depositary (in accordance with its customary procedures). 34 Registrar and Transfer Agent Unless otherwise specified in the applicable prospectus supplement, the property trustee will act as registrar and transfer agent for the preferred securities. Registration of transfers of the preferred securities will be effected without charge by or on behalf of the trust, but upon payment of any tax or other governmental charges that may be imposed in connection with any transfer or exchange. The trust will not be required to register or cause to be registered the transfer of the preferred securities after they have been called for redemption. Information Concerning the Property Trustee The property trustee undertakes to perform only those duties specifically set forth in the trust agreement. During the existence of a trust agreement event of default, the property trustee must exercise the same degree of care and skill as a prudent person would exercise or use in the conduct of his or her own affairs. Subject to this provision, the property trustee is under no obligation to exercise any of the powers vested in it by the trust agreement at the request of any holder of trust securities unless it is offered reasonable indemnity against the costs, expenses and liabilities that might be incurred. If no trust agreement event of default has occurred and is continuing and the property trustee is required to decide between alternative courses of action, construe ambiguous provisions in the trust agreement or is unsure of the application of any provision of the trust agreement, and the matter is not one on which holders of the preferred securities or the common securities are entitled under the trust agreement to vote, then the property trustee shall take such action as is directed by us. If the property trustee is not so directed, it will take the action that it deems advisable and in the best interests of the holders of the trust securities and will have no liability except for its own bad faith, negligence or willful misconduct. We, and certain of our affiliates, maintain a banking relationship with the property trustee. The property trustee, or affiliates thereof, serves as trustee under other indentures pursuant to which our securities, or an affiliate, are outstanding. Miscellaneous The administrative trustees are authorized and directed to conduct the affairs of and to operate the trust in such a way that the trust will not be deemed to be an "investment company" required to be registered under the Investment Company Act of 1940 or classified as an association taxable as a corporation for United States federal income tax purposes and so that the trust debentures will be treated as our indebtedness for United States federal income tax purposes. In this regard, we and the administrative trustees are authorized to take any action, not inconsistent with applicable law, the certificate of trust of the trust or the trust agreement, that we and the administrative trustees determine in our discretion to be necessary or desirable for these purposes, as long as such action does not materially adversely affect the interests of the holders of the trust securities. The trust agreement and the preferred securities will be governed by and construed in accordance with the internal laws of the State of Delaware. DESCRIPTION OF TRUST DEBENTURES The trust debentures will be issued under a debenture indenture , as supplemented or amended from time to time. The debenture indenture will be qualified under the Trust Indenture Act of 1939. This summary of certain terms and provisions of the trust debentures and the debenture indenture does not purport to be complete and is subject to and is qualified in its entirety by reference to the debenture indenture and those terms made a part of the debenture indenture by the Trust Indenture Act of 1939. 35 General The trust will invest the proceeds obtained from any issuance of preferred securities, together with the consideration paid by us for the common securities, in trust debentures issued us. The trust debentures will bear interest from the same date and at the same rate as the preferred securities. It is anticipated that, until the liquidation, if any, of the trust, each trust debenture will be held in the name of the property trustee in trust for the benefit of the holders of the trust securities. The trust debentures will be issued in denominations of $1,000 and integral multiples thereof. The trust debentures will mature on the date provided. The trust debentures will rank equally with all other debentures and will be unsecured and subordinate and junior in right of payment to all senior indebtedness to the extent and in the manner set forth in the debenture indenture. See "--Subordination." Subordination In the debenture indenture, we covenant and agree that any trust debentures issued under the debenture indenture will be subordinate and junior in right of payment to all senior indebtedness. Upon any payment or distribution of assets to creditors upon any liquidation, dissolution, winding up, reorganization, or in connection with our insolvency, receivership or bankruptcy proceeding, all senior indebtedness must be paid in full before the holders of trust debentures will be entitled to receive or retain any payment. In the event of the acceleration of the maturity of trust debentures, the holders of all senior indebtedness outstanding at the time of the acceleration will first be entitled to receive payment in full of the senior indebtedness before the holders of trust debentures will be entitled to receive or retain any payment in respect of the trust debentures. No payments on account of principal, or premium, or interest, if any, in respect of the trust debentures may be made if a default in any payment with respect to senior indebtedness has occurred and is continuing, or an event of default with respect to any senior indebtedness resulting in the acceleration of the maturity the senior indebtedness or if any judicial proceeding shall be pending with respect to the default. "Indebtedness" means: . all of our obligations for money borrowed; . our obligations evidenced by bonds, debentures, notes or other similar instruments, including obligations incurred in connection with the acquisition of property, assets or businesses; . our reimbursement obligations with respect to letters of credit, banker's acceptances or similar facilities issued for our account; . our obligations issued or assumed as the deferred purchase price of property or services (but excluding trade accounts payable or accrued liabilities arising in the ordinary course of business); . our capital lease obligations; . our indebtedness whether incurred on or prior to the date of the debenture indenture or thereafter incurred, for claims in respect of derivative products, including interest rate, foreign exchange rate and commodity forward contracts, options and swaps and similar arrangements; and 36 . our obligations of the type referred to in the preceding bullet points of another person and all dividends of another person the payment of which, in either case, we have guaranteed or are responsible or liable, directly or indirectly, as obligor or otherwise. "Indebtedness Ranking on a Parity with the Trust Debentures" means: . indebtedness, whether outstanding on the date of execution of the debenture indenture or thereafter created, assumed or incurred, to the extent the indebtedness specifically by its terms ranks equally with and not prior to the trust debentures in right of payment upon the happening of our dissolution or winding-up or liquidation or reorganization; and . all other debt securities, and guarantees in respect of those debt securities (including other debentures and other guarantees), issued to any other trust, or a trustee of such trust, partnership or other entity affiliated with us that is our financing vehicle in connection with the issuance by such financing vehicle of equity securities that are similar to the preferred securities or other securities guaranteed by us. The securing of any indebtedness, otherwise constituting Indebtedness Ranking on a Parity with the Trust Debentures, will not be deemed to prevent that indebtedness from constituting Indebtedness Ranking on a Parity with the Trust Debentures. "Indebtedness Ranking Junior to the Trust Debentures" means any indebtedness, whether outstanding on the date of execution of the debenture indenture or thereafter created, assumed or incurred, to the extent the indebtedness specifically by its terms ranks junior to and not equally with or prior to the trust debentures (and any other Indebtedness Ranking on a Parity with the Trust Debentures) in right of payment upon the happening of the dissolution or winding-up or liquidation or reorganization of the Company. The securing of any indebtedness, otherwise constituting Indebtedness Ranking Junior to the Trust Debentures shall not be deemed to prevent such indebtedness from constituting indebtedness Ranking Junior to the Trust Debentures. "Senior indebtedness" means all indebtedness, whether outstanding on the date of execution of the debenture indenture or thereafter created, assumed or incurred, except Indebtedness Ranking on a Parity with the Trust Debentures or Indebtedness Ranking Junior to the Trust Debentures, and any deferrals, renewals or extensions of the senior indebtedness. We are a holding company and all of our operating assets are owned by our subsidiaries. We rely primarily on dividends from our subsidiaries to meet our obligations for payment of principal and interest on our outstanding debt obligations and corporate expenses. We are a legal entity separate and distinct from our subsidiaries. Holders of trust debentures should look only to us for payments on the trust debentures. Because we are a holding company, our right to participate in any distribution of assets of any subsidiary upon that subsidiary's liquidation or reorganization or otherwise (and thus the ability of holders of the preferred securities to benefit indirectly from such distribution), is subject to the prior claims of creditors of that subsidiary, except to the extent we may be recognized as a creditor of that subsidiary. Accordingly, the trust debentures will be effectively subordinated to all existing and future liabilities of our subsidiaries and all liabilities of any or our future subsidiaries. The debenture indenture does not limit the incurrence or issuance of other of our secured or unsecured debt or of any subsidiary, including senior indebtedness. Option to Extend Interest Payment Date So long as no debenture event of default has occurred and is continuing, we will have the right under the debenture indenture to defer the payment of interest for a specified number of consecutive semi-annual periods. However, no deferral period shall end on a date other than an interest payment date or extend beyond the stated maturity date. At the end of such deferral period, we must pay all interest then accrued and unpaid. 37 During any such deferral period, we may not, and will not permit any subsidiary to: . declare or pay any dividends or distributions on, or redeem, purchase, acquire, or make a liquidation payment with respect to, any of our capital stock (other than (a) dividends or distributions in shares of, or options, warrants or rights to subscribe for or purchase shares of, common stock, (b) any declaration of a dividend in connection with the implementation of a shareholders' rights plan, or the issuance of stock under any such plan in the future, or the redemption or repurchase of any such rights pursuant thereto, (c) as a result of a reclassification of our capital stock or the exchange or conversion of one class or series of our capital stock for another class or series of our capital stock, (d) the purchase of fractional interests in shares of our capital stock pursuant to the conversion or exchange provisions of our capital stock or the security being converted or exchanged, and (e) purchases of common stock related to the issuance of common stock or rights under any of our benefit plans for its directors, officers or employees or any of our dividend reinvestment plans); . make any payment of principal of, or premium, if any, or interest on or repay, repurchase or redeem any of our debt securities (including other debentures) that rank pari passu with or junior in right of payment to the trust debentures; or . make any guarantee payments (other than payments under the guarantee) with respect to any guarantee by us of the debt securities of any of our subsidiaries (including other guarantees) if that guarantee ranks pari passu with or junior in right of payment to the trust debentures. Prior to the termination of any deferral period, we may further extend the deferral period, so long as such extension does not cause such deferral period to exceed 10 consecutive semi-annual periods, end on a date other than an interest payment date or extend beyond the stated maturity date. Upon the termination of any deferral period and the payment of all amounts then due on any interest payment date, we may elect to begin a new deferral period, subject to the above requirements. No interest shall be due and payable during a deferral period, except at the end of the deferral period. We must give the property trustee, the administrative trustees and the debenture trustee notice of our election to defer payment of interest on the trust debentures at least five business days prior to the earlier of: . the date the distributions on the trust securities would have been payable except for the election to begin or extend such deferral period; or . the date the administrative trustees are required to give notice to any securities exchange or to holders of capital securities of the record date or the date such distributions are payable, but in any event not less than five business days prior to such record date. The property trustee shall give notice of our election to begin or extend a new deferral period to the holders of the preferred securities. There is no limitation on the number of times that we may elect to begin a deferral period. Accordingly, there could be multiple deferral periods of varying lengths throughout the term of the trust debentures. Optional Prepayment The trust debentures may be prepayable, in whole at any time or in part from time to time, at our option at a prepayment price to the extent and as set forth in a prospectus supplement. Special Event Prepayment If a Special Event occurs and is continuing, we may, at our option, prepay the trust debentures in whole (but not in part) at any time within 90 days of the occurrence of such Special Event, at a prepayment price equal to 100% of the principal amount of the trust debentures to be redeemed plus accrued and unpaid interest thereon (including Additional Sums, if any) to the date of redemption. 38 A "Special Event" means a Tax Event or an Investment Company Event. "Investment Company Event" means the receipt by the trust and us of an opinion of counsel from counsel experienced in such matters to the effect that, as a result of the occurrence of a change in law or regulation or a written change (including any announced prospective change) in interpretation or application of law or regulation by any legislative body, court, governmental agency or regulatory authority, which amendment or change is effective or which pronouncement or decision is announced on or after the date of original issuance of the preferred securities, there is more than an insubstantial risk that the trust is or will be considered an "investment company" that is required to be registered under the Investment Company Act of 1940, which change or prospective change becomes effective or would become effective, as the case may be, on or after the date of the original issuance of the preferred securities. A "Tax Event" means the receipt by us and the trust of an opinion of counsel experienced in such matters to the effect that, as a result of any amendment to, or change (including any announced prospective change) in, the laws (or any regulations thereunder) of the United States or any political subdivision or taxing authority thereof or therein, or as a result of any amendment or change in any official administrative pronouncement or judicial decision interpreting or applying such laws or regulations, which amendment or change is effective or such pronouncement or decision is announced on or after the issue date, there is more than an insubstantial risk that (i) the trust is, or will be within 90 days of the date of such opinion, subject to United States federal income tax with respect to income received or accrued on the trust debentures, (ii) interest payable by us on the trust debentures is not, or within 90 days of the date of such opinion will not be, deductible by us, in whole or in part, for United States federal income tax purposes, or (iii) the trust is, or will be within 90 days of the date of such opinion, subject to more than a de minimis amount of other taxes, duties or other governmental charges. Notice of any prepayment will be mailed at least 30 days but not more than 60 days before the redemption date to each holder of trust debentures to be prepaid at its registered address. Unless we default in payment of the prepayment price, on and after the prepayment date interest ceases to accrue on such trust debentures called for prepayment. Additional Sums If the trust is required to pay any additional taxes, duties or other governmental charges as a result of a Tax Event, we will pay as additional amounts on the trust debentures such additional amounts as may be necessary in order that the amount of distributions then due and payable by the trust on the outstanding trust securities shall not be reduced as a result of any such additional taxes, duties and other governmental charges. Certain Covenants of the Company We covenant in the debenture indenture that if and so long as the trust is the holder of all trust debentures, we, as borrower, will pay to the trust all fees and expenses related to the trust and the offering of the trust securities and will pay, directly or indirectly, all ongoing costs, expenses and liabilities of the trust (including any taxes, duties, assessments or governmental charges of whatever nature (other than withholding taxes) imposed by the United States or any domestic taxing authority upon the trust but excluding obligations under the trust securities). We also covenant that we will not, and will not permit any of our subsidiaries to: . declare or pay any dividends or distributions on, or redeem, purchase, acquire, or make a liquidation payment with respect to, any of our capital stock (subject to certain exceptions); . make any payment of principal, interest or premium, if any, on or repay or repurchase or redeem any of our debt securities (including other debentures) that rank pari passu with or junior in right of payment to the trust debentures; or 39 . make any guarantee payments (other than payments under the guarantee) with respect to any guarantee by us of the debt securities of any of our subsidiaries (including under other guarantees) if such guarantee ranks pari passu or junior in right of payment to the trust debentures, if at such time (1) there shall have occurred any event of which we have actual knowledge that (a) with the giving of notice or the lapse of time, or both, would be a debenture event of default and (b) in respect of which we shall not have taken reasonable steps to cure, (2) a debenture event of default shall have occurred and be continuing, (3) if such trust debentures are held by the property trustee, we shall be in default with respect to its payment of any obligations under the guarantee or (4) we shall have given notice of its election of a deferral period as provided in the indenture, or such deferral period, or any extension thereof, shall have commenced and be continuing. So long as the trust securities remain outstanding, we also covenant: . to maintain 100% direct or indirect ownership of the common securities; provided, however, that any successor of us permitted under the debenture indenture may succeed to our ownership of such common securities; . to use our reasonable efforts to cause the trust: . to remain a business trust, except in connection with the distribution of trust debentures to the holders of trust securities in liquidation of the trust, the redemption of all of the trust securities, or certain mergers, consolidations or amalgamations, each as permitted by the trust agreement; . to otherwise continue to be treated as a grantor trust for United States federal income tax purposes; and . to use our reasonable efforts to cause each holder of trust securities to be treated as owning an undivided beneficial interest in the trust debentures. Modification of Indenture From time to time we and the debenture trustee may, without the consent of the holders of trust debentures, amend the debenture indenture for specified purposes, including, among other things, to cure any ambiguity or to correct or supplement any provision contained in the debenture indenture or any supplemental indenture which is defective or inconsistent with any other provision contained therein (provided that any such action does not materially adversely affect the interest of the holders of trust debentures) and qualifying, or maintaining the qualification of, the debenture indenture under the Trust Indenture Act. The debenture indenture contains provisions permitting us and the debenture trustee, with the consent of the holders of a majority in aggregate principal amount of ~~trust debentures, to amend~~ the ~~debenture indenture in a manner affecting the rights of the holders of trust debentures. However, no such modification may, without the consent of the holders of each~~ outstanding trust debenture so affected: . change the stated maturity, or reduce the rate of interest or extend the time of payment of interest thereon except pursuant to our right under the debenture indenture to defer the payment of interest as provided therein (see "--Option to Extend Interest Payment Date") or reduce amount of premium on the trust debentures or reduce the amount payable on redemption thereof or make the principal of, or interest or premium on, the trust debentures payable in any coin or currency other than that provided in the trust debentures, or impair or affect the right of any holder of trust debentures to institute suit for the payment thereof; 40 . modify the provisions of the debenture indenture with respect to the subordination of the trust debentures in a manner adverse to the holders; . reduce the percentage of principal amount of trust debentures, the holders of which are required to consent to any such modification of the debenture indenture, or are required to consent to any waiver provided for in the debenture indenture; or . modify certain other provisions of the debenture indenture relating to amendments and waivers of holders. Notwithstanding the foregoing, if the trust debentures are held by the trust, an amendment will not be effective untilnotes. In addition, the holders of a majority in ~~liquidation~~aggregate principal amount of the ~~trust securities have consented~~outstanding notes may waive our compliance in any instance with any provision of the indenture without notice to the ~~amendment. Further, if~~note holders. However, no amendment, supplement or waiver may be made without the consent of the ~~holders~~holder of each ~~trust security is required, an~~outstanding note if such amendment, ~~will not be effective until each holder~~supplement or waiver would:

change the stated maturity of the ~~trust securities has consented to such amendment. Debenture Events~~principal of, ~~Default The debenture indenture provides that~~or any ~~one~~interest on, any note;

reduce the principal amount of or ~~more~~any premium or interest on any note;

reduce the amount of principal payable upon acceleration of the ~~following described events~~maturity of any note;

change the currency of payment of principal of, or any premium or interest on, any note;

impair the right to institute suit for the enforcement of any payment on, or with respect to, any note;

modify the provisions with respect to the ~~trust debentures constitute~~purchase rights of the holders upon described under “—Purchase of Notes at Your Option on Specified Dates” and “—Purchase of Notes at Your Option upon a ~~debenture event~~Change of ~~default: . failure~~Control” in a manner adverse to ~~pay any interest on~~holders;

adversely affect the ~~trust debentures or any~~right of holders to convert notes other ~~debentures when due for 30 days (subject to the deferral of any due date~~than as provided in the ~~case~~indenture;

reduce the percentage in principal amount of ~~an Extension Period);~~outstanding notes required for modification or ~~. failure~~amendment of the indenture;

reduce the percentage in principal amount of outstanding notes necessary for waiver of compliance with certain provisions of the indenture or for waiver of certain defaults;

modify provisions with respect to ~~pay any~~modification and waiver (including waiver of events of default), except to increase the percentage required for modification or waiver or to provide for consent of each affected note holder; or

waive a default or event default in the payment of principal of or premium, if any, or interest on the ~~trust debentures~~notes or waive a redemption payment with respect to any note.

We and the trustee may amend or supplement the indenture or the notes without notice to, or the consent of, the note holders to, among other things, cure any ambiguity, defect or inconsistency or make any other ~~debentures when due whether at maturity, upon redemption, by declaration of acceleration of maturity or otherwise; or . failure to perform, or breach~~change that does not adversely affect the rights of any note holder, as set forth in the indenture.

We may not consolidate with or merge into any person in a transaction in which we are not the surviving person or convey, transfer or lease our properties and assets substantially as an entirety to any successor person, unless:

the successor person, if any, is a corporation organized and existing under the laws of the United States, any state of the United States, or the District of Columbia and assumes our obligations on the notes and under the indenture;

immediately after giving effect to the transaction, no default or event of default shall have occurred and be continuing; and

other ~~covenant or warranty of us contained~~conditions specified in the indenture are met.

The following summary of the registration rights provided in the registration rights agreement and the notes is not complete. You should refer to the registration rights agreement and the notes for a full description of the registration rights that apply to the notes.

We and the initial purchasers entered into a registration rights agreement on November 18, 2003. In this agreement, we and the guarantors agreed to file the shelf registration statement of which this prospectus is a part under the Securities Act not later than 90 days after ~~written notice~~the latest date of original issuance of the notes to ~~us from~~register resales of the ~~debenture trustee~~notes and the shares of common stock into which the notes are convertible. The notes and the common stock issuable upon conversion of the notes are referred to collectively as registrable securities. We and the guarantors will use best efforts to have the shelf registration statement of which this prospectus is a part declared effective as promptly as practicable but not later than 180 days after the latest date of original issuance of the notes, and to keep it effective until the earliest of:

We are permitted to suspend the use of this prospectus for a period not to exceed an aggregate of 30 days in any 90-day period or an aggregate of 90 days in any twelve-month period under certain circumstances relating to pending corporate developments, public filings with the ~~holders~~SEC and similar events.

A holder of ~~at least 25%~~registrable securities that sells registrable securities pursuant to the shelf registration statement of which this prospectus is a part generally is required to provide information about itself and the specifics of the sale, be named as a selling securityholder in this prospectus, deliver a prospectus to purchasers, be subject to relevant civil liability provisions under the Securities Act in connection with such sales and be bound by the provisions of the registration rights agreements which are applicable to such holder.

We will be required to facilitate an underwritten offering only if the aggregate ~~outstanding~~ principal amount of ~~trust debentures;~~registrable securities subject to such underwritten offering is at least $40 million or, ~~. certain events~~if less, represents the remaining amount entitled to be included in the shelf registration statement.

(we refer to each such event described above in clauses (1) and (2) as a registration default), interest will accrue on the notes and the underlying shares of ~~our bankruptcy, insolvency or reorganization. Within five business days after~~common stock that are registrable securities, from and including the ~~occurrence of a debenture event of~~date on

which any such registration default ~~actually known~~occurs to, but excluding, the ~~debenture trustee,~~date on which the ~~debenture trustee must transmit notice of such debenture event of default to the debenture holders, unless such debenture event of~~registration default has been cured, ~~or waived. The debenture indenture requires~~at the ~~annual~~rate of 0.5% per year for the notes (or an equivalent amount for any common stock issued upon conversion of the notes that are registrable securities). We have no other liabilities for monetary damages with respect to our registration obligations. With respect to each holder, our obligations to pay interest remain in effect only so long as the notes and the common stock issuable upon the conversion of the notes held by the holder are “registrable securities” within the meaning of the registration rights agreement.

We gave notice of our intention to file the shelf registration statement of which this prospectus is a part, which we refer to as a filing bynotice, to each of the holders of the notes in the same manner as we would give notice to holders of notes under the indenture.

We will give notice to all holders who have provided us with the ~~debenture~~notice and questionnaire described below of the effectiveness of the shelf registration statement. Holders will need to complete the notice and questionnaire (available from us) prior to any intended distribution of their registrable securities pursuant to the shelf registration statement of which this prospectus is a part. We refer to this form of notice and questionnaire as the “questionnaire.” Holders are required to deliver the questionnaire prior to the effectiveness of the shelf registration statement so that they can be named as a selling securityholder in this prospectus. Upon receipt of completed questionnaires after the effectiveness of the shelf registration statement of which this prospectus is a part, we will, within five business days, file any amendments or supplements to the shelf registration statement so that such holders may use this prospectus, subject to our right to suspend its use under certain circumstances.

We will pay all registration expenses of the shelf registration of the securities covered by this prospectus, provide each holder that is selling registrable securities pursuant to the shelf registration statement copies of this prospectus and take other actions as are required to permit, subject to the foregoing, unrestricted resales of the registrable securities. Selling securityholders remain responsible for all selling expenses (i.e., commissions and discounts).

We have initially appointed the trustee as the security registrar, paying agent and conversion agent, acting through its corporate trust office. We reserve the right to:

vary or terminate the appointment of the security registrar, paying agent or conversion agent;

appoint additional paying agents or conversion agents; or

approve any change in the office through which any security registrar or any paying agent or conversion agent acts.

All notes surrendered for payment, redemption, registration of transfer or exchange or conversion shall, if surrendered to any person other than the trustee, be delivered to the trustee. All notes delivered to the trustee shall be cancelled promptly by the trustee. No notes shall be authenticated in exchange for any notes cancelled as provided in the indenture.

We may, to the extent permitted by law, purchase notes in the open market or by tender offer at any price or by private agreement. Any notes purchased by us may, to the extent permitted by law, be reissued or resold or may, at our option, be surrendered to the trustee for cancellation. Any notes surrendered for cancellation may not be reissued or resold and will be promptly cancelled. Any notes held by us or one of our subsidiaries shall be disregarded for voting purposes in connection with any notice, waiver, consent or direction requiring the vote or concurrence of note holders.

We will replace mutilated, destroyed, stolen or lost notes at your expense upon delivery to the trustee of the mutilated notes, or evidence of the loss, theft or destruction of the notes satisfactory to us and the trustee. In the case of a ~~certificate as~~lost, stolen or destroyed note, indemnity satisfactory to the ~~absence~~trustee and us may be required at the expense of ~~certain defaults~~the holder of such note before a replacement note will be issued.

The indenture and the notes are governed by, and will be construed in accordance with, the law of the State of New York.

HSBC Bank USA has agreed to serve as the trustee under the indenture. The trustee will be permitted to deal with us and any of our affiliates with the same rights as if it were not trustee. However, under the Trust Indenture Act, if the trustee acquires any conflicting interest and there exists a default with respect to the notes, the trustee must eliminate such conflict or resign.

The holders of a majority in ~~aggregate outstanding~~ principal amount of ~~the trust debentures~~all outstanding notes have the right to direct the time, method and place of conducting any proceeding for exercising any remedy or power available to the ~~debenture trustee or to exercise~~trustee. However, any ~~trust or power conferred upon the debenture trustee under the debenture indenture. If a debenture event of default has occurred and is continuing, the debenture trustee~~such direction may not conflict with any law or the ~~holders~~indenture, may not be unduly prejudicial to the rights of another holder or the trustee and may not ~~less than 25%~~involve the trustee in ~~aggregate outstanding principal amount~~personal liability.

We initially issued the notes in the form of ~~the trust debentures may declare the principal amount on all trust debentures due and payable immediately upon a debenture event of default and should the debenture trustee~~one or ~~such holders of trust debentures fail to make such declaration, the holders of not less than 25% in aggregate liquidation amount of the preferred~~more global securities. The global securities ~~will~~ have such right. The holders of a majority in aggregate outstanding principal amount of the trust debentures may annul such declaration and waive the default if the default (other than the non-payment of the principal of the trust debentures which has become due solely by such acceleration) has been cured and a sum sufficient to pay all matured installments of interest and principal of, and premium, if any, due otherwise than by acceleration (with any compounded interest due thereon) has been deposited with the ~~debenture~~ trustee and should the holders of such trust debentures fail to annul such declaration and waive such default, the holders of a majority in aggregate liquidation amount of the preferred securities will have such right. 41 Prior to the declaration accelerating the maturity of the trust debentures, the holders of a majority in aggregate outstanding principal amount of the trust debentures may, on behalf of the holders of all the trust debentures, waive any past default or debenture event of default and its consequences, except a default in the payment of principal (or premium, if any) on or interest (unless such default has been cured and a sum sufficient to pay all matured installments of interest (and premium, if any) and principal due otherwise than by acceleration has been deposited with the debenture trustee) or a default in respect of a covenant or provision which under the debenture indenture cannot be modified or amended without the consent of the holder of each outstanding trust debenture affected, and should the holders of such trust debentures fail to waive such default, the holders of a majority in aggregate liquidation amount of the preferred securities will have such right. In case a debenture event of default shall occur and be continuing, the property trustee will have the right to declare the principal of and the interest on such trust debentures and any other amounts payable under the debenture indenture, to be forthwith due and payable and to enforce its other rights as ~~a creditor with respect to such trust debentures. Enforcement of Certain Rights by Holders of Preferred Securities If a debenture event of default has occurred~~custodian for DTC and is continuing and is attributable to our failure to pay the principal of (or premium, if any), or interest on the trust debentures on the date such payment is otherwise required, a holder of preferred securities may institute a direct action. We may not amend the debenture indenture to remove the right to bring a direct action without the prior written consent of the holders of all of the preferred securities. Notwithstanding any payments made to a holder of preferred securities by us in connection with a direct action, we will remain obligated to pay the principal of (or premium, if any) or interest on the trust debentures, and we will be subrogated to the rights of the holder of such preferred securities with respect to payments on the preferred securities to the extent of any payments made by us to such holder in any direct action. The holders of the preferred securities will not be able to exercise directly any remedies, other than those set forth in the preceding paragraph, available to the holders of the trust debentures unless there shall have been an event of default under the trust agreement. See "Description of Preferred Securities--Events of Default; Notice." Consolidation, Merger, Sale of Assets and Other Transactions The debenture indenture provides that we may not consolidate with or merge into any other person or convey, transfer or lease our properties as an entirety or substantially as an entirety to any person, and no person shall consolidate with or merge into us or convey, transfer or lease its properties as an entirety or substantially as an entirety to us, unless: . in case we consolidate with or merge into another person or convey, transfer or lease our properties substantially as an entirety to any person, the successor person is organized and existing under the laws of the United States or any State or the District of Columbia, and such successor person expressly assumes our obligations on the trust debentures and the indenture; . immediately after giving effect thereto, no debenture event of default, and no event which, after notice or lapse of time or both, would become a debenture event of default, has occurred and is continuing; and . certain other procedural conditions prescribed in the debenture indenture are met. Satisfaction and Discharge The debenture indenture provides that when, among other things, all trust debentures not previously canceled or delivered to the debenture trustee for cancellation (i) have become due and payable or (ii) will become due and payable at maturity or called for redemption within one year, and we deposit or cause to be deposited with the debenture trustee funds, in trust, for the purpose and in an amount sufficient to pay on the stated maturity date 42 or upon redemption of all the trust debentures not previously delivered to the debenture trustee for cancellation, the principal (and premium, if any) and interest due or to become due on the stated maturity date, or the redemption date, as the case may be, then the debenture indenture will cease to be of further effect (except as to our obligations to pay all other sums due pursuant to the debenture indenture and to provide the officers' certificates and opinions of counsel described therein), and we will be deemed to have satisfied and discharged the debenture indenture. Form, Registration and Transfer If the trust debentures are distributed to the holders of the trust securities, the trust debentures may be represented by one or more global certificates registered in the name of a nominee of DTC. Except as set forth below, the global security may be transferred, in whole and not in part, only to DTC or ~~its nominee. Under such circumstances,~~another nominee of DTC. You may hold your beneficial interests in the ~~depositary arrangements for the trust debentures would be expected to be substantially similar to those~~global security directly through DTC if you have an account with DTC or indirectly through organizations that have accounts with DTC. Notes in ~~effect for the preferred securities. See "Global Trust Preferred Securities." Payment and Paying Agents Payment of principal of (and premium, if any) and interest on trust debentures~~definitive certificated form (called “certificated securities”) will be ~~made at the office of the debenture trustee~~issued only in ~~Wilmington, Delaware or at the office of such paying agent or paying agents as we may designate from time to time, except~~certain limited circumstances described below.

DTC has advised us that ~~at our option payment of any interest may be made, except in the case of~~it is:

a limited purpose trust debentures in global form, (i) by check mailed to the address of the holder of trust debentures as such address shall appear in the register for trust debentures or (ii) by transfer to an account maintained by the holder of trust debentures, provided that proper transfer instructions have been received by the relevant record date. Payment of any interest on any trust debenture will be made to the person in whose name the trust debenture is registered at the close of business on the record date, except in the case of defaulted interest. We may at any time designate additional paying agents or rescind the designation of any paying agent; however we will at all times be required to maintain a paying agent in each place of payment for the trust debentures. Any monies deposited with the debenture trustee or any paying agent for the payment of the principal of (and premium, if any) or interest on any trust debenture and remaining unclaimed for two years after such principal (and premium, if any) or interest has become due and payable shall, at our request, be repaid to us and the holder of the trust debenture shall thereafter look only to us for payment thereof. Governing Law The debenture indenture and the trust debentures will be governed by and construed in accordance withcompany organized under the laws of the State of New ~~York. Information Concerning~~York;

a member of the ~~Debenture Trustee~~Federal Reserve System;

a “clearing corporation” within the meaning of the New York Uniform Commercial Code; and

a “clearing agency” registered pursuant to the provisions of Section 17A of the Exchange Act.

DTC was created to hold securities of institutions that have accounts with DTC (called “participants”) and to facilitate the clearance and settlement of securities transactions among its participants in such securities through electronic book-entry changes in accounts of the participants, thereby eliminating the need for physical movement of securities certificates. DTC’s participants include securities brokers and dealers, which may include the initial purchasers, banks, trust companies, clearing corporations and certain other organizations. Access to DTC’s book-entry system is also available to others such as banks, brokers, dealers and trust companies (called, the “indirect participants”) that clear through or maintain a custodial relationship with a participant, whether directly or indirectly.

We expect that pursuant to procedures established by DTC upon the deposit of the global security with DTC, DTC will credit, on its book-entry registration and transfer system, the principal amount of notes represented by such global security to the accounts of participants. The ~~debenture trustee~~accounts to be credited shall be designated by the initial purchasers. Ownership of beneficial interests in the global security will be ~~subject~~limited to ~~all~~participants or persons that may hold interests through participants. Ownership of beneficial interests in the ~~duties~~global security will be shown on, and ~~responsibilities specified with~~the transfer of those beneficial interests will be effected only through, records maintained by DTC (with respect to ~~an indenture trustee~~participants’ interests), the participants and the indirect participants. The laws of some jurisdictions may require that certain purchasers of securities take physical delivery of such securities in definitive form. These limits and laws may impair the ability to transfer or pledge beneficial interests in the global security.

Owners of beneficial interests in global securities who desire to convert their interests into common stock should contact their brokers or other participants or indirect participants through whom they hold such beneficial interests to obtain information on procedures, including proper forms and cut-off times, for submitting requests for conversion.

So long as DTC, or its nominee, is the registered owner or holder of a global security, DTC or its nominee, as the case may be, will be considered the sole owner or holder of the notes represented by the global security for all purposes under the ~~Trust Indenture Act~~indenture and the notes. In addition, no owner of ~~1939. Subject~~a beneficial interest in a global security will be able to transfer that interest except in accordance with the applicable procedures of DTC. Except as set forth below, as an owner of a beneficial interest in the global security, you will not be entitled to have the notes represented by the global security registered in your name, will not receive or be entitled to receive physical delivery of certificated securities and will not be considered to be the owner or holder of any notes under the global security. We understand that under existing industry practice, if an owner of a beneficial interest in the global security desires to take any action that DTC, as the holder of the global security, is entitled to take, DTC would authorize the participants to take such action, and the participants would authorize beneficial owners owning through such participants to take such action or would otherwise act upon the instructions of beneficial owners owning through them.

We will make payments of principal of, premium, if any, and any interest on the notes represented by the global security registered in the name of and held by DTC or its nominee to DTC or its nominee, as the case may be, as the registered owner and holder of the global security. Neither we, the trustee nor any paying agent will have any responsibility or liability for any aspect of the records relating to or payments made on account of beneficial interests in the global security or for maintaining, supervising or reviewing any records relating to such ~~provisions,~~beneficial interests.

We expect that DTC or its nominee, upon receipt of any payment of principal of, premium, if any, or any interest on the ~~debenture trustee~~global security, will credit participants’ accounts with payments in amounts proportionate to their respective beneficial interests in the principal amount of the global security as shown on the records of DTC or its nominee. We also expect that payments by participants or indirect participants to owners of beneficial interests in the global security held through such participants or indirect participants will be governed by standing instructions and customary practices and will be the responsibility of such participants or indirect participants. We will not have any responsibility or liability for any aspect of the records relating to, or payments made on account of, beneficial interests in the global security for any note or for maintaining, supervising or reviewing any records relating to such beneficial interests or for any other aspect of the relationship between DTC and its participants or indirect participants or the relationship between such participants or indirect participants and the owners of beneficial interests in the global security owning through such participants.

Transfers between participants in DTC will be effected in the ordinary way in accordance with DTC rules and will be settled in same-day funds.

DTC has advised us that it will take any action permitted to be taken by a holder of notes only at the direction of one or more participants to whose account the DTC interests in the global security is credited and only in respect of such portion of the aggregate principal amount of notes as to which such participant or participants has or have given such direction. However, if DTC notifies us that it is unwilling to be a depository for the global security or ceases to be a clearing agency or there is an event of default under the notes, DTC will exchange the global security for certificated securities which it will distribute to its participants and which will be legended, if required, as set forth under the heading “Transfer Restrictions.”

Although DTC is expected to follow the foregoing procedures in order to facilitate transfers of interests in the global security among participants of DTC, it is under no obligation to ~~exercise~~perform or continue to perform such procedures, and such procedures may be discontinued at any oftime. Neither we nor the ~~powers vested in it by the indenture at the request of~~trustee will have any holder of trust debentures, unless offered reasonable indemnity by such holder against the costs, expenses and liabilities which might be incurred thereby. The debenture trustee is not required to expendresponsibility, or ~~risk its own funds or otherwise incur personal financial~~ liability infor the performance by DTC or the participants or indirect participants of its duties if the debenture trustee reasonably believes that repayment or adequate indemnity is not reasonably assured to it. See "Description of Preferred Securities-- Information Concerning the Property Trustee." DESCRIPTION OF GUARANTEE Set forth below is a summary of information concerning the guarantee, which will be executed and delivered by us for the benefit of the holders from time to time of preferred securities. The guarantee will be qualified under the Trust Indenture Act of 1939. The guarantee trustee will hold the guarantee for the benefit of 43 the holders of the preferred securities. The following summary is not necessarily complete, and we urge you to read the form of the guarantee agreement, which is filed as an exhibit to the registration statement of which this prospectus forms a part, and to the Trust Indenture Act of 1939. General We will irrevocably and unconditionally agree to pay in full on a subordinated basis guarantee payments to the holders of the preferred securities, as and when due, regardless of any defense, right of setoff or counterclaim that the trust may have or assert other than the defense of payment. The following payments with respect to the preferred securities, to the extent not paid by or on behalf of the trust, will be subject to the guarantee: . any accumulated and unpaid distributions required to be paid on the preferred securities, to the extent that the trust has funds on hand legally available therefor at such time; . the applicable redemption price with respect to the preferred securities called for redemption, to the extent that the trust has funds on hand legally available therefor at such time; and . upon a voluntary or involuntary dissolution, winding-up or liquidation of the trust (other than in connection with the distribution of the trust debentures to holders of the preferred securities), the lesser of: . the liquidation distribution, to the extent the trust has funds legally available therefor at the time; or . the amount of assets of the trust remaining available for distribution to holders of preferred securities after satisfaction of liabilities to creditors of the trust as required by applicable law. We may satisfy our obligations to make a guarantee payment by making a direct payment of the required amounts to the holders of the preferred securities, or by causing the trust to pay the amounts to the holders. The guarantee will be a guarantee of the guarantee payments with respect to the preferred securities from the time of issuance of the preferred securities, but will not apply to distributions and other payments on the preferred securities when the trust does not have sufficient funds legally and immediately available to make such distributions or other payments. Therefore, if we do not make interest payments on the trust debentures held by the property trustee, the trust will not make distributions on the preferred securities. The guarantee is a guarantee of payment, not a guarantee of collection. The guarantee will rank subordinate and junior in right of payment to all senior indebtedness. See "--Status of the Guarantee." Because we are a holding company, our right to participate in any distribution of assets of any subsidiary upon the subsidiary's liquidation or reorganization or otherwise is subject to the prior claims of creditors of that subsidiary, except to the extent we may be recognized as a creditor of that subsidiary. Accordingly, ourtheir respective obligations under the ~~guarantee effectively will be subordinated to all existing~~rules and future liabilities of our subsidiaries and all liabilities of any future subsidiaries. Claimants should look only to us for payments under the guarantee. See "Description of Trust Debentures--Subordination." The guarantee does not limit the incurrence or issuance of other secured or unsecured debt by us or any of our subsidiaries, including senior indebtedness, whether under the debenture indenture, any other indenture that we may enter into in the future or otherwise. We will, through the guarantee, the trust agreement, the trust debentures and the debenture indenture, taken together, fully, irrevocably and unconditionally guarantee all of the trust's obligations under the preferred securities. No single document standing alone or operating in conjunction with fewer than all of the other documents constitutes such guarantee. It is only the combined operation of these documents that has the effect of 44 providing a full, irrevocable and unconditional guarantee of the trust's obligations under the preferred securities. See "Relationship Among the Preferred Securities, the Trust Debenture and the Guarantee." Status of the Guarantee The guarantee will constitute our unsecured obligation and will rank subordinate and junior in right of payment to all of our senior debt in the same manner as the trust debentures. See "Description of Trust Debentures-- Subordination." The guarantee will rank equally with all other guarantees we issued after the issue date with respect to preferred securities, if any, issued by other trusts. The guarantee will constitute a guarantee of payment and not of collection. The guarantee will be held for the benefit of the holders of the preferred securities. The guarantee will not be discharged except by payment of the guarantee payments in full to the extent not paid by the trust or upon distribution to the holders of the preferred securities of the trust debentures. The guarantee does not place a limitation on the amount of additional debt or obligations that we may incur. The Company anticipates incurring additional senior indebtedness from time to time. Events of Default An event of default under the guarantee will occur upon our failure to perform any of our payment or other obligations under the guarantee; provided, however, that with respect to a default other than a default in payment of any guarantee payment, we shall have received notice of such default and shall not have cured such default within 90 days after receipt of such notice. The holders of not less than a majority in liquidation amount of the preferred securities will have the right to direct the time, method and place of conducting any proceeding for any remedy available to the guarantee trustee in respect of the guarantee or to direct the exercise of any trust or power conferred upon the guarantee trustee under the guarantee. Any holder of the preferred securities may institute a legal proceeding directly against us to enforce its rights under the guarantee without first instituting a legal proceeding against the trust, the guarantee trustee or any other person or entity. As guarantor, we will be required to file annually with the guarantee trustee a certificate as to whether or not we are in compliance with all of our conditions and covenants under the guarantee. Amendments and Assignment Except with respect to any changes that do not materially adversely affect the rights of holders of the preferred securities (in which case no vote will be required), the guarantee may be amended only with the prior approval of the holders of a majority of the liquidation amount of such outstanding preferred securities. The manner of obtaining any such approval will be as set forth under "Description of Preferred Securities--Voting Rights; Amendment of the Trust Agreement." All guarantees and agreements contained in the guarantee shall bind our successors, assigns, receivers, trustees and representatives and shall inure to the benefit of the holders of the preferred securities then outstanding. Termination of the Guarantee The guarantee will terminate and be of no further force and effect upon: . full payment of the applicable redemption price of the preferred securities; or . upon liquidation of the trust, the full payment of the liquidation distribution or the distribution of the trust debentures to the holders of the preferred securities. 45 The guarantee will continue to be effective or will be reinstated, as the case may be, if at any time any holder of the preferred securities must restore payment of any sums paid under the preferred securities or the guarantee. Information Concerning the Guarantee Trustee The guarantee trustee, other than during the occurrence and continuance of our default in performance of the guarantee, will undertake to perform only such duties as are specifically set forth in the guarantee and, in case a default with respect to the guarantee has occurred, must exercise the same degree of care and skill as a prudent person would exercise or use in the conduct of his or her own affairs. Subject to this provision, the guarantee trustee will be under no obligation to exercise any of the powers vested in it by the guarantee at the request of any holder of the preferred securities unless it is offered reasonable indemnity against the costs, expenses and liabilities that might be incurred thereby. Governing Law The guarantee will be governed by and construed in accordance with the laws of the State of New York. RELATIONSHIP AMONG THE PREFERRED SECURITIES, THE TRUST DEBENTURE AND THE GUARANTEE Full and Unconditional Guarantee We irrevocably guarantee payments of distributions and other amounts due on the preferred securities (to the extent the trust has funds on hand legally available for the payment of such distributions) as and to the extent set forth under "Description of Guarantee." Taken together, our obligations under the trust debentures, the debenture indenture, the trust agreement and the guarantee provide, in the aggregate, a full, irrevocable and unconditional guarantee of payments of distributions and other amounts due on the preferred securities. No single document standing alone or operating in conjunction with fewer than all of the other documents constitutes such guarantee. It is only the combined operation of these documents that has the effect of providing a full, irrevocable and unconditional guarantee of the trust's obligations under the preferred securities. If and to the extent that we do not make the required payments on the trust debentures, the trust will not have sufficient funds to make the related payments, including distributions, on the preferred securities. The guarantee will not cover any such payment when the trust does not have sufficient funds on hand legally available therefor. In such event, the remedy of a holder of preferred securities is to institute a direct action. Our obligations under the guarantee are subordinate and junior in right of payment to all of our senior indebtedness. Sufficiency of Payments As long as payments of interest and other payments are made when due on the trust debentures, these payments will be sufficient to cover distributions and other payments due on the trust securities, primarily because: . the aggregate principal amount or prepayment price of the trust debentures is equal to the sum of the liquidation amount or redemption price, as applicable, of the trust securities; . the interest rate and interest and other payment dates on the trust debentures will match the distribution rate and distribution and other payment dates for the trust securities; . we will pay for all and any costs, expenses and liabilities of the trust except the trust's obligations to holders of trust securities under such trust securities; and . the trust agreement will provide that the trust is not authorized to engage in any activity that is not consistent with the limited purposes thereof. 46 Notwithstanding anything to the contrary in the debenture indenture, we have the right to set-off any payment we are otherwise required to make under the guarantee with and to the extent we have made, or are concurrently on the date of that payment making, a payment under the guarantee. Enforcement Rights of Holders of Preferred Securities A holder of any preferred security may institute a legal proceeding directly against us to enforce its rights under the guarantee without first instituting a legal proceeding against the guarantee trustee, the trust or any other person or entity. Limited Purpose of the Trust The preferred securities represent preferred undivided beneficial interests in the assets of the trust, and the trust exists for the sole purpose of: . issuing and selling the trust securities; . using the proceeds from the sale of the trust securities to acquire the trust debentures; and . engaging in only those other activities necessary, advisable or incidental thereto. A principal difference between the rights of a holder of a preferred security and a holder of a trust debenture is that a holder of a trust debenture will be entitled to receive from us the principal amount of, and premium, if any, and interest on trust debentures held, while a holder of preferred securities is entitled to receive distributions from the trust (or, in certain circumstances, from us under the guarantee) if and to the extent the trust has funds on hand legally available for the payment of such distributions. Rights Upon Dissolution Unless the trust debentures are distributed to holders of the trust securities, upon any voluntary or involuntary dissolution and liquidation of the trust, after satisfaction of liabilities to creditors of the trust as required by applicable law, the holders of the trust securities will be entitled to receive, out of assets held by the trust, the liquidation distribution in cash. See "Description of Preferred Securities--Liquidation of the Trust and Distribution of Trust Debentures." Upon our voluntary or involuntary liquidation or bankruptcy, the property trustee, as holder of the trust debentures, would be a subordinated creditor of ours, subordinated in right of payment to all senior debt as set forth in the debenture indenture, but entitled to receive payment in full of principal, and premium, if any, and interest, before any of our shareholders receive payments or distributions. Since we will be the guarantor under the guarantee and will agree to pay for all costs, expenses and liabilities of the trust (other than the trust's obligations to the holders of its trust securities), the positions of a holder of preferred securities and a holder of trust debentures relative to other creditors and to our shareholders in the event of our liquidation or bankruptcy are expected to be substantially the same. procedures governing their respective operations.

Under our articles of incorporation we may issue up to ~~120,000,000~~230,000,000 shares of common stock. The holders of our common stock are entitled to one vote for each share held of record on all matters submitted to a vote of the shareholders. Subject to preferences that may be applicable to any outstanding preferred stock, holders of common stock are entitled to receive ratably such dividends as, ~~may be~~when and if declared by our board of directors out of funds legally available for that purpose. In the event of our liquidation, dissolution or winding up, the holders of common stock are entitled to share ratably in all assets remaining after payment of liabilities, subject to the prior distribution rights of any outstanding preferred stock. The common stock has no preemptive or conversion rights or other 47 subscription rights. There are no redemption or sinking fund provisions applicable to the common stock. The outstanding shares of common stock are fully paid and non-assessable.

Under our articles of incorporation we may issue up to ~~20,00,000~~20,000,000 shares of preferred stock. No shares of preferred stock or options to purchase preferred stock are currently outstanding. Our ~~Board~~board of ~~Directors~~directors has the authority, without further action by the shareholders, to issue up to the maximum authorized number of shares of preferred stock in one or more series. Our ~~Board~~board of ~~Directors~~directors also has the authority to designate the rights, preferences, privileges and restrictions of each such series, including dividend rights, dividend rates, conversion rights, voting rights, terms of redemption, redemption prices, liquidation preferences and the number of shares constituting any series. The rights, preferences, privileges and restrictions of each series will be fixed by the certificate of designation relating to that series. Any or all of the rights of the preferred stock may be greater than the rights of the common stock.

The issuance of preferred stock may have the effect of delaying, deferring or preventing a change in control of us without further action by the shareholders. The issuance of preferred stock with voting and conversion rights may also adversely affect the voting power of the holders of common stock. In certain circumstances, an issuance of preferred stock could have the effect of decreasing the market price of the common stock. Whenever preferred stock is to be sold pursuant to this prospectus, we will file a prospectus supplement relating to that sale which will specify: . the number of shares in the series of preferred stock; . the designation for the series of preferred stock by number, letter or title that shall distinguish the series from any other series of preferred stock; . the dividend rate, if any, and whether dividends on that series of preferred stock will be cumulative, noncumulative or partially cumulative; . the voting rights of that series of preferred stock, if any; . any conversion provisions applicable to that series of preferred stock; . any redemption or sinking fund provisions applicable to that series of preferred stock; . the liquidation preference per share of that series of preferred stock, if any; and . the terms of any other preferences or rights, if any, applicable to that series of preferred stock.

We have shares of common stock and preferred stock available for future issuance without shareholder approval. These additional shares may be utilized for a variety of corporate purposes, including future public offerings to raise additional capital, facilitate corporate acquisitions or payable as a dividend on the capital stock.

The existence of unissued and unreserved common stock and preferred stock may enable our ~~Board~~board of ~~Directors~~directors to issue shares to persons friendly to current management or to issue preferred stock with terms that could render more difficult or discourage an attempt to obtain control of us by means of a merger, tender offer, proxy contest or otherwise, thereby protecting the continuity of our management. In addition, the issuance of preferred stock could adversely affect the voting power of holders of common stock and the likelihood that such holders will receive dividend payments and payments upon liquidation. 48

Certain provisions in our articles of incorporation and bylaws and our ~~shareholders'~~shareholders’ rights plan may encourage persons considering unsolicited tender offers or other unilateral takeover proposals to negotiate with our ~~Board~~board of ~~Directors~~directors rather than pursue non-negotiated takeover attempts.

No Written Consent by ~~Shareholders.~~Shareholders. Our articles of incorporation provide that any action required or permitted to be taken by our shareholders must be taken at a duly called annual or special meeting of our shareholders. Special meetings of our shareholders may be called only by our board of directors.

Business Combinations under Texas ~~Law.~~Law. We are subject to Part Thirteen of the Texas Business Corporation Act ("(“Part ~~Thirteen"~~Thirteen”), which became effective on September 1, 1997. Subject to certain exceptions, Part Thirteen

prohibits a Texas corporation which is an issuing public corporation from engaging in any business combination with any affiliated shareholder for a period of three years following the date that such shareholder became an affiliated shareholder, unless: .

prior to such date, the board of directors of the corporation approved either the business combination or the transaction that resulted in the shareholder becoming an affiliated shareholder; or .

the business combination is approved by at least two-thirds of the outstanding voting shares that are not beneficially owned by the affiliated shareholder or an affiliate or associate of the affiliated shareholder at a meeting of shareholders called not less than six months after the affiliated ~~shareholder's~~shareholder’s share acquisition date.

In general, Part Thirteen defines an affiliated shareholder as an entity or person beneficially owning 20% or more of the outstanding voting stock of the issuing public corporation and any entity or person affiliated with or controlling or controlled by such entity or person. Part Thirteen defines a business combination to include, among other similar types of transactions, any merger, share exchange, or conversion of an issuing public corporation involving an affiliated shareholder. ~~Shareholders'~~

Shareholders’ Rights ~~Plan.~~Plan. We have adopted a shareholder rights plan. The plan was implemented by declaring a dividend, distributable to shareholders of record on a distribution date, of one right to purchase one one-thousandth of a share of our Junior Participating Preferred Stock for each outstanding share of common stock. The plan provides that each share of common stock outstanding will have attached to it the right to purchase one one-thousandth of a share of preferred stock. The purchase price per one one-thousandth of a preferred share under the plan is $120, subject to adjustment. The rights will be exercisable only if a person or group ~~(i)~~(a) acquires 15% or more of the common stock or ~~(ii)~~(b) announces a tender offer that would result in that person or group acquiring 15% or more of the common stock. Once exercisable, and in some circumstances if certain additional conditions are met, the plan allows shareholders (other than the acquiror) to purchase common stock or securities of the acquiror having a then-current market value of two times the exercise price of the right. The rights are redeemable for $0.01 per right (subject to adjustment) at the option of ~~the Board~~our board of ~~Directors.~~directors. The rights will expire on August 27, 2007 unless we redeem the rights prior to that date.

The rights agreement contains rights that have anti-takeover effects. The rights will cause substantial dilution to a person or group that attempts to acquire us on terms not approved by ~~the Board~~our board of ~~Directors.~~directors. The rights should not interfere with any merger or other business combination approved by ~~the Board~~our board of ~~Directors~~directors since we may redeem the rights at $0.01 per right prior to the earlier of the time prior to such time as any person has become an acquiring person (as defined in the rights agreement), or August 27, 2007. 49

Our common stock is listed on ~~the~~The New York Stock Exchange under the symbol ~~"ACF."~~“ACF.” Our transfer agent and registrar of the common stock, as well as the rights agent under our rights plan, is ChaseMellon Shareholder Services, L.L.C. ~~DESCRIPTION~~

The following discussion is a summary of certain U.S. federal income tax considerations to U.S. holders (as described below) and certain U.S. federal income and estate tax considerations to non-U.S. holders (as described below) relating to the purchase, ownership and disposition of the notes and shares of our common stock acquired upon conversion of a note. This discussion applies only to persons who purchase the notes at original issue at the “issue price” of the notes (as described below) and who hold the notes and any shares of our common stock into which the notes are converted as capital assets, within the meaning of Section 1221 of the Internal Revenue Code of 1986, as amended (the “Code”). For purposes of this discussion, the issue price of the notes is the first price at which a substantial amount of the notes are sold to the public for money, excluding sales to bond houses, brokers or similar persons or organizations acting in the capacity of underwriters, placement agents or wholesalers.

This discussion does not contain a complete analysis of all the potential tax considerations relating to the purchase, ownership and disposition of the notes or shares of our common stock. In particular, this discussion does not address all tax considerations that may be important to you in light of your particular circumstances (such as the alternative minimum tax provisions) or under certain special rules. Special rules may apply, for instance, to certain financial institutions, broker-dealers, traders in securities that elect to mark to market, U.S. holders (as defined below) whose functional currency is not the U.S. dollar, grantor trusts, real estate investment trusts, regulated investment companies, insurance companies, tax-exempt organizations, pension and other employee benefit plans, investors in pass-through entities, dealers in securities or currencies, or persons who hold the notes or shares of our common stock as part of a hedge, conversion or constructive sale transaction, or straddle or other integrated or risk reduction transaction, corporations treated as foreign or domestic personal holding companies, controlled foreign corporations, passive foreign investment companies, or persons who have ceased to be United States citizens or to be taxed as resident aliens. This discussion also does not address the tax consequences arising under the laws of any foreign, state or local jurisdiction.

This discussion is based upon the Code, existing and proposed Treasury Regulations, and judicial decisions and administrative interpretations thereunder, as of the date hereof, all of which are subject to change or different interpretations, possibly with retroactive effect. We cannot assure you that the Internal Revenue Service (the “IRS”) will not challenge one or more of the tax results described herein, and we have not obtained, nor do we intend to obtain, a ruling from the IRS with respect to the U.S. federal tax consequences of acquiring, holding or disposing of the notes or shares of our common stock.

If a partnership (including any entity treated as a partnership for U.S. tax purposes) is a beneficial owner of the notes or shares of our common stock into which the notes are converted, the treatment of a partner in the partnership will generally depend upon the status and activities of the partner and the status and activities of the partnership. Any such partnership owning the notes or shares of our common stock and any owner in such partnership should consult their own tax advisors about the U.S. federal income tax consequences of holding and disposing of the notes or shares of our common stock into which the notes are converted.

PLEASE CONSULT YOUR OWN TAX ADVISORS AS TO THE PARTICULAR TAX CONSEQUENCES TO YOU OF ACQUIRING, HOLDING, CONVERTING OR OTHERWISE DISPOSING OF THE ~~DEPOSITARY~~NOTES AND SHARES OF OUR COMMON STOCK, INCLUDING THE EFFECT AND APPLICABILITY OF FEDERAL, STATE, LOCAL OR FOREIGN TAX LAWS.

As used herein, the term “U.S. holder” means a beneficial owner of a note or shares of our common stock that is, for U.S. federal income tax purposes:

an individual who is a citizen or resident of the United States for U.S. federal income tax purposes;

a corporation, including any entity treated as a corporation for U.S. federal income tax purposes, created or organized in or under the laws of the United States or of any state thereof (including the District of Columbia);

an estate the income of which is subject to U.S. federal income taxation regardless of its source; or

A “Non-U.S. holder” is a beneficial owner of a note or our common stock that is, for U.S. federal income tax purposes:

a nonresident alien individual; or

a foreign corporation, estate or trust, in each case not subject to U.S. federal income tax on a net income basis in respect of income or gain from a note or our common stock.

Interest Income.Payments of interest will generally be taxable to a U.S. holder as ordinary interest income at the time such payments are accrued or are received (in accordance with the holder’s regular method of tax accounting). It is expected that the notes will be issued without original issue discount for federal income tax purposes. If, however, the notes’ “stated redemption price at maturity” (generally, the sum of all payments required under the note) exceeds the issue price by more than ade minimis amount, a U.S. holder will be required to include such excess in income as original issue discount, as it accrues, in accordance with a constant yield method based on compounding of interest before the receipt of cash payments attributable to this income. Because holders of the notes have the right to require us to repurchase the notes at a premium on November 15, 2008, the de minimis amount will be calculated by assuming that the notes have maturity term of five years.

Registration of the Notes.As discussed above in “Description of the Notes—Registration Rights Granted to the Initial Purchasers of the Notes,” we have agreed to file a registration statement with the SEC within a certain period of time covering resales of the notes and our common stock issuable upon conversion or repurchase of the notes. We have also agreed to cause such registration statement to become effective and, once it is effective, to use our best efforts to keep it effective for a period of time described therein. If we do not take these steps, subject to the requirements described above in “Description of the Notes—Registration Rights Granted to the Initial Purchasers of the Notes,” additional interest will accrue on the notes and the underlying shares of our common stock at a rate of 0.5% per year for the notes (or an equivalent amount issued upon conversion of the notes that are registrable securities) until the default is corrected. Additional interest payable with respect to the notes will be treated as interest for United States federal income tax purposes. We intend to treat the possibility of the payment of interest under these conditions as “remote” under applicable Treasury regulations. We therefore do not intend to treat this possibility as affecting the taxation of the holders of the notes or our common stock unless and until such additional interest is required to be paid. However, the determination of whether such a contingency is remote or not is inherently factual. Therefore, we can give you no assurance that this position would be sustained if challenged by the IRS. If the IRS were to successfully challenge this position, the amount and timing of interest income recognized on the notes and the character of income recognized on the sale, exchange or redemption of a note could be different from that described herein. In addition, for purposes of computing interest under the applicable Treasury regulations our position as to whether the likelihood of the payment of this interest is remote is binding on a U.S. holder, unless the U.S. holder discloses in the proper manner to the IRS that it is taking a different position.

Sale, Exchange or Redemption of Notes. Except as provided under “Conversion of Notes Into Common Stock,” below, you will generally recognize gain or loss upon the sale, exchange, or redemption of a note (including a repurchase by us) in an amount equal to the difference between your amount realized and your adjusted tax basis in the note. Your adjusted tax basis generally will equal the cost of the notes to you. The amount realized by you will include the amount of any cash and the fair market value of any other property received for the note. Your amount realized will not include any amount attributable to accrued but unpaid interest, which will be taxable as interest to the extent not previously included in your income. Your gain or loss generally will be capital gain or loss.

Capital gain or loss will be long-term if you have held the notes for more than one year and will be short term if you have held the notes for one year or less. Long-term capital gains for noncorporate taxpayers, including individuals, are taxable at a maximum rate of 15 percent for years prior to 2009 and short-term capital gains for such taxpayers are taxable at ordinary income rates. If you recognize a capital loss, the deductibility of such capital loss is subject to limitations.

Conversion of Notes into Common Stock. You generally will not recognize any income, gain, or loss on the conversion of notes into our common stock, except with respect to any cash you receive instead of a fractional share of common stock. Any gain so recognized will generally be capital gain. You also will recognize ordinary interest income on cash paid at the time of the conversion for accrued but unpaid interest, if any. Your tax basis in the common stock will be the same as your adjusted tax basis in the notes at the time of conversion, reduced by any basis attributable to fractional shares. For tax purposes, your holding period for the common stock will generally include your holding period for the notes you converted.

You should treat cash you receive instead of a fractional share of common stock as a payment in exchange for the fractional share of common stock. This will result in capital gain or loss (measured by the difference between the cash you receive for the fractional share and your adjusted tax basis in the fractional share), and the rules for determining whether such gain or loss is short-term or long-term are the same as those applicable to sales, exchanges, or redemptions (as described above).

Adjustment of Conversion Price. The conversion price of the notes may change under certain circumstances. In such a case, you may be treated as having received a constructive distribution of common stock, whether or not your notes are ever converted, which may be treated as a taxable distribution under Section 305 of the Code. Such a distribution will generally be deemed to occur if, and to the extent that, the adjustment in the conversion price increases your proportionate interest in our assets or earnings and profits. Such constructive distribution (or, in certain circumstances, the failure to adjust the conversion price) will generally be treated as a dividend to the extent of our current and/or accumulated earnings and profits. It is unclear whether a constructive dividend deemed paid to holders would be eligible for the preferential rates of U.S. federal income tax applicable in respect of certain dividends under recently enacted legislation and whether corporate holders would be entitled to the dividends received deduction with respect to such dividends.

Distributions on our Common Stock. As indicated above in “Dividend Policy,” we do not currently anticipate paying dividends on our common stock in the foreseeable future. In the event we do pay such dividends, you will be taxed on distributions on our common stock (other than certain pro rata distributions of our common stock) as ordinary dividend income (except as noted below) to the extent paid out of our current or accumulated earnings and profits for U.S. federal income tax purposes. If you are taxed as a corporation, dividends may be eligible for the dividends-received deduction. The Code contains various limitations upon the dividends received deduction. If you are a corporate shareholder, please consult your tax advisor with respect to the possible application of these limitations to your ownership or disposition of stock in your particular circumstances.

You generally will not be taxed on any portion of a distribution not paid out of our current or accumulated earnings and profits if your tax basis in the stock is greater than or equal to the amount of the distribution. However, you would be required to reduce your tax basis (but not below zero) in the stock by the amount of the distribution, and would recognize capital gain to the extent that the distribution exceeds your tax basis in your common stock. Further, if you are a corporation, you would not be entitled to a dividends-received deduction on the portion of a distribution not paid out of current or accumulated earnings and profits.

Under recently enacted legislation, U.S. holders who are individuals who receive distributions with respect to our common stock before 2009 to the extent paid out of our current and accumulated earnings and profits for U.S. federal income tax purposes are eligible to have those dividends taxed as capital gain as a maximum rate of 15 percent, provided certain holding period requirements are met.

Sale of our Common Stock. If you sell or otherwise dispose of your common stock, you will generally recognize capital gain or loss equal to the difference between the amount realized upon the disposition and your adjusted tax basis of the stock. Your adjusted tax basis and holding period in our common stock received upon conversion of a note are determined as discussed above under “—Conversion of Notes into Common Stock.” This

capital gain will be taxed to U.S. holders as long-term capital gain if the holding period of the common stock is for more than one year. Such long-term capital gain will be generally subject to a reduced rate of U.S. federal income tax if recognized by noncorporate U.S. holders, which rate will be a maximum of 15 percent for years prior to 2009 under the legislation referred to in the previous paragraph. Limitations may apply to the deduction of capital losses.

Withholding Tax on Payments on Notes. Payments of interest to nonresident persons or entities are generally subject to U.S. federal income tax at a rate of 30%, collected by means of withholding by the payor. However, payments of interest on the notes to a Non-U.S. holder will qualify as “portfolio interest,” and will be exempt from the withholding tax provided certain requirements are met. The payment of interest on a note by us or any paying agent of ours to you will not be subject to the 30% U.S. federal withholding tax, provided that:

you do not actually or constructively own 10% or more of the total combined voting power of all classes of our stock entitled to vote within the meaning of the Code and the Treasury Regulations;

you are not a controlled foreign corporation that is related to us through stock ownership within the meaning of the Code;

you are not a bank whose receipt of interest on a note is described in Section 881(c)(3)(A) of the Code;

the interest payments are not effectively connected with your conduct of a trade or business within the United States; and

either (a) you provide your name and address, and certify, under penalties of perjury, that you are not a United States person (which certification may be made on an IRS Form W-8BEN) or (b) a securities clearing organization, bank or other financial institution that holds customers’ securities in the ordinary course of its business holds the notes on your behalf and certifies to us or the paying agent under penalties of perjury, that it has received IRS Form W-8BEN from you or from another qualifying financial institution intermediary, and provides us or the paying agent with a copy of the IRS Form W-8BEN. If the notes are held by or through certain foreign intermediaries or certain foreign partnerships, such foreign intermediaries or partnerships must also satisfy the certification requirements of applicable Treasury regulations.

If you cannot satisfy the requirements described above, then payments of interest that are not effectively connected with a U.S. trade or business will be subject to the 30% United States federal withholding tax, unless you provide us with a properly executed IRS Form W-8BEN claiming an exemption or reduction in withholding under the benefit of an applicable tax treaty.

If you are engaged in a trade or business in the United States and interest on a note is effectively connected with the conduct of that trade or business, you will be required to pay United States federal income tax on that interest on a net income basis (although such interest is exempt from the 30% withholding tax if you provided the requisite certification on IRS Form W-8ECI) in the same manner as if you were a United States person as defined under the Code, except as otherwise provided by an applicable tax treaty. In addition, if you are a foreign corporation, you may be subject to a branch profits tax equal to 30% (or lower applicable treaty rate) of your earnings and profits for the taxable year, subject to adjustments, that are effectively connected with your conduct of a trade or business in the United States. For this purpose, interest will be included in the earnings and profits of such foreign corporation.

The certification requirements described above may require a Non-U.S. holder that provides an IRS form, or that claims the benefit of an income tax treaty, to also provide its United States taxpayer identification number. The applicable regulations generally also require, in the case of a note held by a foreign partnership, that:

the certification described above be provided by the partners; and

the partnership provide certain information.

Further, a look-through rule will apply in the case of tiered partnerships. Special rules are applicable to intermediaries. Prospective investors should consult their tax advisors regarding the certification requirements for non-U.S. persons.

In the event of a registration default, as described under “Description of the Notes—Registration Rights Granted to the Initial Purchasers of the Notes,” we will be obligated to pay additional interest on the notes. Such payments may be treated as interest subject to the rules described above or as other income subject to the United States federal withholding tax. A Non-U.S. holder that is subject to the withholding tax on payments of additional interest should consult its own tax advisor as to whether it can obtain a refund for all or a portion of the withholding tax.

Dividends. Dividends (including deemed dividends on the notes described above under “—U.S. Holders—Adjustment of Conversion Price”), if any, paid on shares of our common stock to you generally will be subject to a 30% U.S. federal withholding tax, subject to reduction if you are eligible for the benefits of an applicable income tax treaty. You will be required to satisfy certain certification requirements in order to claim treaty benefits. Except to the extent otherwise provided under an applicable tax treaty, you generally will be taxed in the same manner as a U.S. holder on dividends that are effectively connected with your conduct of a trade or business in the United States. If you are a foreign corporation, you may also be subject to a U.S. branch profits tax on such effectively connected income at a 30% rate or such lower rate as may be specified by an applicable income tax treaty.

In order to claim the benefit of a U.S. income tax treaty or to claim exemption from withholding because dividends paid to you are effectively connected with your conduct or a trade or business in the U.S., you must provide a properly executed IRS Form W-8BEN for treaty benefits or IRS Form W-8ECI for effectively connected income (or such successor form as the IRS designates), prior to the payment of dividends. These forms must be periodically updated. You may obtain a refund of any excess amounts withheld by timely filing an appropriate claim for refund.

Gain on Disposition of the Notes and Shares of Our Common Stock. You generally will not be subject to U.S. federal income tax on gain realized on the sale or exchange of a note, including the conversion of a note into our common stock, or the sale or exchange of shares of our common stock unless:

you are an individual present in the United States for 183 days or more in the taxable year of such sale or exchange and either (A) you have a “tax home” in the United States and certain other requirements are met, or (B) the gain from the disposition is attributable to an office or other fixed place of business in the United States;

in the case of an amount which is attributable to interest or original issue discount, you do not meet the conditions for exemption from U.S. federal withholding tax, as described in “—Non-U.S. Holders — Withholding Tax on Payments on Notes,” above;

you are subject to provisions of the Code applicable to certain United States expatriates;

the gain is effectively connected with your conduct of a trade or business within the United States; or

we are or have been at any time within the shorter of the five-year period preceding the disposition or your holding period a U.S. real property holding corporation under the “FIRPTA” rules adopted in 1980.

We currently are not a U.S. real property holding corporation and do not intend to become one in the future. However, no assurance can be given that we will not become a U.S. real property holding corporation in the future.

U.S. Federal Estate Tax. A note held by an individual who at the time of death is not a citizen or resident of the United States (as specially defined for U.S. federal estate tax purposes), will not be subject to U.S. federal estate tax if the individual did not actually or constructively own 10% or more of the total combined voting power of all classes of our stock and, at the time of the individual’s death, payments with respect to such note would not have been effectively connected with the conduct by such individual of a trade or business in the United States. Our

common stock held by an individual who at the time of death is not a citizen or resident of the United States (as specially defined for U.S. federal estate tax purposes) will be included in such individual’s estate for U.S. federal estate tax purposes, subject to the reduction of such estate tax if the individual is eligible for the benefits of an estate tax treaty with the United States.

U.S. Holders. Payments of interest or dividends made by us on, or the proceeds of the sale or other disposition of, the notes or shares of our common stock will generally be subject to information reporting and will be subject to U.S. federal backup withholding tax unless the recipient of such payment supplies an accurate taxpayer identification number and otherwise complies with applicable United States information reporting or certification requirements. Any amount withheld from a payment to a U.S. holder under the backup withholding rules is allowable as a credit against the holder’s U.S. federal income tax, provided that the required information is timely furnished to the IRS.

Non-U.S. Holders. If you are a Non-U.S. holder you may have to comply with certification procedures to establish that you are not a U.S. person in order to avoid backup withholding tax requirements with respect to payments of interest or dividends made by us on, or in the proceeds of certain sales or other dispositions of, the notes or shares of our common stock. In addition, we must report annually to the IRS and to each Non-U.S. holder the amount of any interest or dividends paid to, and the tax withheld with respect to, such holder, regardless of whether any withholding was actually required. Copies of these information returns may also be made available under the provisions of a specific treaty or agreement to the tax authorities of the country in which the Non-U.S. holder resides.

We originally issued the notes in transactions exempt from the registration requirements of the Securities Act to persons that the initial purchasers believed to be qualified institutional buyers. As used in this prospectus, the term selling securityholders includes their transferees, pledgees, donees and their successors. The selling securityholders may from time to time offer and sell pursuant to this prospectus any or all of the notes and the shares of common stock issuable upon conversion of the notes, if issued.

The following ~~description~~table sets forth the beneficial ownership by the selling securityholders of (a) the notes, and (b) shares of our common stock, including common stock issuable upon conversion of the ~~depositary~~notes, and the maximum principal amount of the notes and number of shares weof common stock that may ~~offer, together~~be offered by the selling securityholders under this prospectus. The percentages of all shares of common stock beneficially owned before and after the resale of the notes and the common stock issuable upon conversion of the notes are based on 156,764,975 shares of common stock outstanding as ofDecember 18, 2003. The SEC has defined “beneficial” ownership of a security to mean the possession, directly or indirectly, of voting power and/or investment power. A stockholder is also deemed to be, as of any date, the beneficial owner of all securities that the stockholder has the right to acquire within 60 days after that date through (1) the exercise of any option, warrant, or right, (2) the conversion of a security, (3) the power to revoke a trust, discretionary, discretionary account or similar arrangement, or (4) the automatic termination of a trust, discretionary account or similar arrangement. Shares of common stock may also be sold by donees, pledgees or other transferees or successors in interest of the selling securityholders. The following table is based upon information furnished to us by the selling securityholders.

				Beneficial Ownership After Resale of Notes or Common Stock
Name of Selling Securityholder	Number of Shares of Common Stock Beneficially Owned⁽¹⁾	Principal Amount of Notes Beneficially Owned⁽⁶⁾	Maximum Number of Shares of Common Stock That May Be Sold⁽²⁾	Principal Amount of Notes⁽³⁾	Percent	Number of Shares of Common Stock⁽³⁾	Percent

DKR Saturn Holding Fund Ltd.	—	2,500,000	133,815	—	—	—	—

DKR SoundShore Oasis Holding Fund Ltd.	—	7,500,000	401,445	—	—	—	—

DKR SoundShore Strategic Holding Fund, Ltd.	—	9,500,000	508,497	—	—	—	—

Dorinco Reinsurance Company	—	650,000	34,791	—	—	—	—

Grace Convertible Arbitrage Fund, Ltd.	—	3,000,000	160,578	—	—	—	—

Hotel Union & Hotel Industry of Hawaii Pension Plan	—	128,000	6,851	—	—	—	—

Institutional Benchmarks Master Fund Ltd.	—	769,000	41,161	—	—	—	—

KBC Financial Products USA Inc.	—	190,000	10,169	—	—	—	—

Kettering Medical Center Funded Depreciation Account	—	75,000	4,014	—	—	—	—

Knoxville Utilities Board Retirement System	—	110,000	5,887	—	—	—	—

Louisiana Workers’ Compensation Corporation	—	290,000	15,522	—	—	—	—

Macomb County Employees’ Retirement System	—	250,000	13,381	—	—	—	—

Mellon HBV Master Convertible Arbitrage Fund LP	—	300,000	16,057	—	—	—	—

Mellon HBV Master Multi-Strategy Fund LP	—	100,000	5,352	—	—	—	—

Mint Master Fund LP	—	100,000	5,352	—	—	—	—

Port Authority of Allegheny County Retirement and Disability Allowance Plan for the Employees Represented by Local 85 of the Amalgamated Transit Union	—	520,000	27,833	—	—	—	—

Prisma Foundation	—	90,000	4,817	—	—	—	—

RBC Alternative Assets FD –Conv ARB	—	200,000	10,705	—	—	—	—

					Beneficial Ownership After Resale of Notes or Common Stock
Name of Selling Securityholder	Number of Shares of Common Stock Beneficially Owned⁽¹⁾	Principal Amount of Notes Beneficially Owned⁽⁶⁾		Maximum Number of Shares of Common Stock That May Be Sold⁽²⁾	Principal Amount of Notes⁽³⁾	Percent	Number of Shares of Common Stock⁽³⁾	Percent

Royal Bank of Canada	—	2,500,000		133,815	—	—	—	—

SCI Endowment Care Common Trust Fund – First Union	—	30,000		1,605	—	—	—	—

SCI Endowment Care Common Trust Fund – National Fiduciary Services	—	135,000		7,226	—	—	—	—

SCI Endowment Care Common Trust Fund – Suntrust	—	70,000		3,746	��	—	—	—

SPhinX Convertible Arb Fund SPC	—	192,000		10,276	—	—	—	—

SPT	—	1,460,000		78,147	—	—	—	—

SSI Blended Market Neutral L.P.	—	260,000		13,916	—	—	—	—

SSI Hedged Convertible Market Neutral L.P.	—	281,000		15,040	—	—	—	—

The California Wellness Foundation	—	350,000		18,734	—	—	—	—

The Cockrell Foundation	—	60,000		3,211	—	—	—	—

The Dow Chemical Company Employees’ Retirement Plan	—	2,100,000		112,404	—	—	—	—

The Fondren Foundation	—	120,000		6,423	—	—	—	—

Union Carbide Retirement Account	—	950,000		50,849	—	—	—	—

United Food and Commercial Workers Local 1262 and Employers Pension Fund	—	510,000		27,298	—	—	—	—

Univar USA Inc. Retirement Plan	—	260,000		13,916	—	—	—	—

Univest Multi-Strategy FD – Conv ARB	—	200,000		10,705	—	—	—	—

Viacom Inc. Pension Plan Master Trust	—	12,000		642	—	—	—	—

WPG Convertible Arbitrage Overseas Master FD	—	500,000		26,763	—	—	—	—

WPG MSA Convertible Arbitrage FD	—	100,000		5,352	—	—	—	—

All other holders (5)	—	145,810,000	(6)	7,804,647	—	—	—	—

Total (7)	—	200,000,000		10,705,200	—	—	—	—

We are registering the notes and the shares of common stock issuable upon conversion of the notes pursuant to our agreement to register these securities in accordance with ~~the additional information included in any prospectus supplements, describes the material terms and provisions of this type of security but is not complete. For a more complete description of~~ the terms of the ~~depositary shares, please refer~~registration rights agreement that we entered into with the initial purchasers of these securities. The registration of these securities, however, does not necessarily mean that any of the securities will be offered or sold by the selling securityholders or their respective donees, pledgees or other transferees or successors in interest under this prospectus.

The selling securityholders, including any donee, pledges or other transferee who receives securities from a selling securityholder, may sell the notes and the common stock into which the notes are convertible directly to purchasers or to or through underwriters, broker-dealers or agents, who may receive compensation in the form of discounts, concessions or commissions from the selling securityholders, which discounts, concessions or commissions as to any particular underwriter, broker-dealer or agent may be in excess of those customary in the type of transaction involved.

The notes and the common stock into which the notes are convertible may be sold from time to time in one or more transactions at fixed prices, at prevailing market prices at the time of sale, at varying prices determined at the time of sale, or at negotiated prices. Such sales may be effected in transactions (which may involve block transactions) (1) on any national securities exchange or quotation service on which the notes or the common stock may be listed or quoted at the time of sale, (2) in the over-the-counter market, (3) in transactions otherwise than on such exchanges or services or in the over-the-counter market, or (4) through the writing of options. In connection with the sale of the notes and the common stock into which the notes are convertible or otherwise, the selling securityholder may enter into hedging transactions with broker-dealers, which may in turn engage in short sales of the notes or the common stock and deliver such securities to close out such short positions, or loan or pledge the notes or the common stock to broker-dealers that in turn may sell such securities.

The aggregate proceeds to the ~~Deposit Agreement~~selling securityholders from the sale of the notes or common stock into which the notes are convertible offered by them will be the purchase price of the notes or common stock less discounts and commissions, if any. Each of the selling securityholders reserves the right to accept and, together with their agents from time to time, to reject, in whole or in part, any proposed purchase of notes or common stock to be made directly or through agents. We will not receive any of the proceeds from this offering.

Our common stock is quoted on The New York Stock Exchange under the symbol “ACF.” The notes are currently eligible for trading in the PORTAL Market. However, we do not intend to list the notes for trading on any national securities exchange or on The New York Stock Exchange and can give no assurance about the development of any public trading market for the notes.

In order to comply with the securities laws of certain states, if applicable, the notes and common stock into which the notes are convertible may be sold in such jurisdictions only through registered or licensed brokers or dealers. In addition, in certain states, the notes and common stock into which the notes are convertible may not be sold unless they have been registered or qualified for sale in such state or an exemption for such registration or qualification requirement is available and is complied with.

Broker-dealers will receive commissions or other compensation from the selling securityholder in the form of commissions, discounts or concessions. Broker-dealers may also receive compensation from purchasers of the notes and/or the shares of common stock for whom they act as agents or to whom they sell as principals or both. Compensation as to a particular broker-dealer may be in excess of customary commissions and will be in amounts to be negotiated.

The distribution of the notes and common stock covered by this prospectus may also be effected from time to time in one or more underwritten transactions at a fixed price or prices which may be changed, or at market prices prevailing at the time of sale, at prices related to such prevailing market prices or at negotiated prices. Any such underwritten offering may be on a “best efforts” or “firm commitment” basis. In connection with any underwritten offering, underwriters or agents may receive compensation in the form of discounts, concessions or commissions

from the selling securityholders or from purchasers of the notes or common stock. Underwriters may sell the notes or common stock to or through dealers, and such dealers may receive compensation in the form of discounts, concessions or commissions from the underwriters and/or commissions from the purchasers for whom they may act as agents. The selling securityholders have advised us that they have not entered into any agreements, understandings or arrangements with any underwriters or broker-dealers regarding the sale of their securities, nor is there any underwriter or coordinating broker-dealer acting in connection with the proposed sale of notes or common stock by the selling securityholders.

The selling securityholders and any underwriters, broker-dealers or agents that participate in the sale of the notes and common stock into which the notes are convertible may be “underwriters” within the meaning of Section 2(11) of the Securities Act. Any discounts, commissions, concessions or profit they earn on any resale of the shares may be underwriting discounts and commissions under the Securities Act. Selling securityholders who are “underwriters” within the meaning of Section 2(11) of the Securities Act will be subject to the prospectus delivery requirements of the Securities Act. The selling securityholders have acknowledged that they understand their obligations to comply with the provisions of the Exchange Act and the rules thereunder relating to stock manipulation, particularly Regulation M. KBC Financial Products USA Inc. have informed us that they are broker-dealers, and, as a result, they are underwriters in connection with the ~~depositary shares~~sale of the notes and the ~~depositary receipt relating~~underlying shares of common stock.

In addition, any securities covered by this prospectus which qualify for sale pursuant to ~~the preferred stock that is attached to the Deposit Agreement. We have filed those documents with~~Rule 144 or Rule 144A of the Securities Act may be sold under Rule 144 or Rule 144A rather than pursuant to this prospectus. A selling securityholder may not sell any notes or common stock described herein and ~~Exchange Commission as~~may not transfer, devise or gift such securities by other means not described in this prospectus.

To the extent required, the specific notes or common stock to be sold, the names of the selling securityholders, the respective purchase prices and public offering prices, the names of any agent, dealer or underwriter, and any applicable commissions or discounts with respect to a particular offer will be set forth in an ~~exhibit~~accompanying prospectus supplement or, if appropriate, a post-effective amendment to the registration statement of which this prospectus is a part. ~~We will describe in a prospectus supplement~~

The registration rights agreement that we entered into with the ~~specific terms~~initial purchasers provides for cross-indemnification of ~~any depositary shares we may offer pursuant to this prospectus. If indicated in a prospectus supplement,~~ the terms of such depositary shares may differ from the terms described below. General If we elect to offer fractional interests in shares of preferred stock, we will provide for the issuance of receipts for depositary shares to any holder of such fractional interests. Each depositary share will represent fractional interests of preferred stock. We will deposit the shares of preferred stock underlying the depositary shares under a Deposit Agreement betweenselling securityholders and us and ~~a bank or trust company selected by us. The bank or trust company must have its principal office~~our respective directors, officers and controlling persons against certain liabilities in connection with the ~~United States~~offer and a combined capital and surplus of at least $50 million. The depositary receipts will evidence the depositary shares issued under the Deposit Agreement. The Deposit Agreement will contain terms applicable to the holders of depositary shares in addition to the terms stated in the depositary receipts. Each owner of depositary shares will be entitled to all the rights and preferencessale of the preferred stock underlying the depositary shares in proportion to the applicable fractional interest in the underlying shares of preferred stock. The depositary will issue the depositary receipts to individuals purchasing the fractional interests in shares of the related preferred stock according to the terms of the offering described in a prospectus supplement. Dividends and Other Distributions The depositary will distribute all cash dividends or other cash distributions received for the preferred stock to the entitled record holders of depositary shares in proportion to the number of depositary shares that the holder owns on the relevant record date (provided, however, that if we or the depositary is required by law to withhold an amount on account of taxes, then the amount distributed to the holders of depositary shares shall be reduced accordingly). The depositary will distribute only an amount that can be distributed without attributing to any holder of depositary shares a fraction of one cent. The depositary will add the undistributed balance to and treat it as part of the next sum received by the depositary for distribution to holders of depositary shares. If there is a non-cash distribution, the depositary will distribute property received by it to the entitled record holders of depositary shares, in proportion, insofar as possible, to the number of depositary shares owned by the holders, unless the depositary determines, after consultation with us, that it is not feasible to make such distribution. If this occurs, the depositary may, with our approval, sell such property and distribute the net proceeds from the sale to the holders. The Deposit Agreement also will contain provisions relating to how any subscription or similar rights that we may offer to holders of the preferred stock will be available to the holders of the depositary shares. 50 Conversion, Exchange and Redemption If any series of preferred stock underlying the depositary shares may be converted or exchanged, each record holder of depositary receipts representing the shares of preferred stock being converted or exchanged will have the right or obligation to convert or exchange the depositary shares represented by the depositary receipts. Whenever we redeem or convert shares of preferred stock held by the depositary, the depositary will redeem or convert, at the same time, the number of depositary shares representing the preferred stock to be redeemed or converted. The depositary will redeem the depositary shares from the proceeds it receives from the corresponding redemption of the applicable series of preferred stock. The depositary will mail notice of redemption or conversion to the record holders of the depositary shares which are to be redeemed between 30 and 60 days before the date fixed for redemption or conversion. The redemption price per depositary share will be equal to the applicable fraction of the redemption price per share on the applicable series of preferred stock. If less than all the depositary shares are to be redeemed, the depositary will select which shares are to be redeemed by lot on a pro rata basis or by any other equitable method as the depositary may decide. After the redemption or conversion date, the depositary shares called for redemption or conversion will no longer be outstanding. When the depositary shares are no longer outstanding, all rights of the holders will end, except the right to receive money, securities or other property payable upon redemption or conversion. Voting When the depositary receives notice of a meeting at which the holders of the preferred stock are entitled to vote, the depositary will mail the particulars of the meeting to the record holders of the depositary shares. Each record holder of depositary shares on the record date may instruct the depositary on how to vote the shares of preferred stock underlying the holder's depositary shares. The depositary will try, if practical, to vote the number of shares of preferred stock underlying the depositary shares according to the instructions. We will agree to take all reasonable action requested by the depositary to enable it to vote as instructed. Amendments Wenotes and the depositary may agree at any time to amend the Deposit Agreement and the depositary receipt evidencing the depositary shares. Any amendment that (a) imposes or increases certain fees, taxes or other charges payable by the holders of the depositary shares as described in the Deposit Agreement or that (b) otherwise materially adversely affects any substantial existing rights of holders of depositary shares, will not take effect until such amendment is approved by the holders of at least a majority of the depositary shares then outstanding. Any holder of depositary shares that continues to hold its shares after such amendment has become effective will be deemed to have agreed to the amendment. Termination We may direct the depositary to terminate the Deposit Agreement by mailing a notice of termination to holders of depositary shares at least 30 days prior to termination. The depositary may terminate the Deposit Agreement if 90 days have elapsed after the depositary delivered written notice of its election to resign and a successor depositary is not appointed. In addition, the Deposit Agreement will automatically terminate if: . the depositary has redeemed all related outstanding depositary shares; . all outstanding shares of preferred stock have been converted into or exchanged for common stock; or . we have liquidated, terminated or wound up our business and the depositary has distributed the preferred stock of the relevant series to the holders of the related depositary shares. 51 Payment of Fees and Expenses We will pay all fees, charges and expenses of the depositary, including the initial deposit of the preferred stock and any redemption of the preferred stock. Holders of depositary shares will pay taxes and governmental charges and any other charges as are stated in the Deposit Agreement for their accounts. Resignation and Removal of Depositary At any time, the depositary may resign by delivering notice to us, and we may remove the depositary at any time. Resignations or removals will take effect upon the appointment of a successor depositary and its acceptance of the appointment. The successor depositary must be appointed within 90 days after delivery of the notice of resignation or removal and must be a bank or trust company having its principal office in the United States and having a combined capital and surplus of at least $50 million. Reports and Obligations The depositary will forward to the holders of depositary shares all reports and communications from us that are delivered to the depositary and that we are required by law, the rules of an applicable securities exchange or our articles of incorporation to furnish to the holders of the preferred stock. Neither we nor the depositary will be liable if the depositary is prevented or delayed by law or any circumstances beyond its control in performing its obligations under the Deposit Agreement. The Deposit Agreement limits our obligations to performance in good faith of the duties stated in the Deposit Agreement. The depositary assumes no obligation and will not be subject to liability under the Deposit Agreement except to perform such obligations as are set forth in the Deposit Agreement without negligence or bad faith. Neither we nor the depositary will be obligated to prosecute or defend any legal proceeding connected with any depositary shares or preferred stock unless the holders of depositary shares requesting us to do so furnish us with a satisfactory indemnity. In performing our obligations, we and the depositary may rely and act upon the advice of our counsel or accountants, on any information provided to us by a person presenting shares for deposit, any holder of a receipt, or any other document believed by us or the depositary to be genuine and to have been signed or presented by the proper party or parties. DESCRIPTION OF THE WARRANTS We may issue warrants, including warrants to purchase common stock, preferred stock, debt securities, or any combination of the foregoing. Warrants may be issued independently or together with any securities and may be attached to or separate from the securities. The warrants will be issued under warrant agreements to be entered into between us and a warrant agent as detailed in the prospectus supplement relating to warrants being offered. The applicable prospectus supplement will describe the following terms, where applicable, of the warrants in respect of which this prospectus is being delivered: . the title of the warrants; . the aggregate number of the warrants; . the price or prices at which the warrants will be issued; . the currencies in which the price or prices of the warrants may be payable; . the designation, amount, and terms of the offered securities purchasable upon exercise of the warrants; . the designation and terms of the other offered securities, if any, with which the warrants are issued and the number of the warrants issued with each security; . if applicable, the date on and after which the warrants and the offered securities purchasable upon exercise of the warrants will be separately transferable; . the price or prices at which and currency or currencies in which the offered securities purchasable upon exercise of the warrants may be purchased; 52 . the date on which the right to exercise the warrants shall commence and the date on which the right shall expire; . the minimum or maximum amount of the warrants which may be exercised at any one time; . information with respect to book-entry procedures, if any; . a discussion of any federal income tax considerations; and . any other material terms of the warrants, including terms, procedures, and limitations relating to the exchange and exercise of the warrants. PLAN OF DISTRIBUTION We may sell the securities being offered pursuant to this prospectus directly to purchasers, to or through underwriters, through dealers or agents, or through a combination of such methods. The prospectus supplement with respect to the securities being offered will set forth the terms of the offering, including the names of the underwriters, dealers or agents, if any, the purchase price, the net proceeds to us, any underwriting discounts and other items constituting underwriters' compensation, and initial public offering price and any discounts or concessions allowed or reallowed or paid to dealers and any securities exchanges on which such securities may be listed. If underwriters are used in an offering, we will execute an underwriting agreement with such underwriters and will specify the name of each underwriter and the terms of the transaction (including any underwriting discounts and other terms constituting compensation of the underwriters and any dealers) in a prospectus supplement. If an underwriting syndicate is used, the managing underwriter(s) will be specified on the cover of the prospectus supplement. If underwriters are used in the sale, the offered securities will be acquired by the underwriters for their own accounts and may be resold from time to time in one or more transactions, including negotiated transactions, at a fixed public offering price or at varying prices determined at the time of sale. Any public offering price and any discounts or concessions allowed or reallowed or paid to dealers may be changed from time to time. Unless otherwise set forth in the prospectus supplement, the obligations of the underwriters to purchase the offered securities will be subject to conditions precedent and the underwriters will be obligated to purchase all of the offered securities if any are purchased. If dealers are used in an offering, we will sell the securities to the dealers as principals. The dealers then may resell the securities to the public at varying prices which they determine at the time of resale. The names of the dealers and the terms of the transaction will be specified in a prospectus supplement. The securities may be sold directly by us or through agents we designate. If agents are used in an offering, the names of the agents and the terms of the agency will be specified in a prospectus supplement. Unless otherwise indicated in a prospectus supplement, the agents will act on a best-efforts basis for the period of their appointment. Dealers and agents named in a prospectus supplement may be deemed to be underwriters (within the meaning of the Securities Act) of the securities described therein. In addition, we may sell the securities directly to institutional investors or others who may be deemed to be underwriters within the meaning of the Securities Act with respect to any resales thereof. Underwriters, dealers and agents, may be entitled to indemnification by us against specific civil liabilities, including liabilities under the Securities ~~Act, or to contribution with respect to payments which~~Act. We will pay substantially all of the underwriters or agents may be required to make in respect thereof, under underwriting or other agreements. The terms of any indemnification provisions will be set forth in a prospectus supplement. Certain underwriters, dealers or agents and their associates may engage in transactions with, and perform services for us inexpenses incurred by the ordinary course of business. If so indicated in a prospectus supplement, we will authorize underwriters or other persons acting as our agents to solicit offers by institutional investors to purchase securities pursuant to contracts providing for payment and delivery on a future date. We may enter contracts with commercial and savings banks, insurance companies, pension funds, investment companies, educational and charitable institutions and other institutional investors. The obligations of any institutional investor will be subjectselling securityholders incident to the ~~condition that its purchase~~offering and sale of the ~~offered securities 53~~ notes and common stock covered by this prospectus, provided that each selling securityholder will ~~not be illegal, at the time of delivery. The underwriters and other agents will not~~ be responsible for payment of commissions and discounts of underwriters, broker-dealers or agents.

The legality of the ~~validity or performance of contracts. Each series of~~ securities offered hereby will be a new issue of securities and will have no established trading market other than the common stock which is listed on the New York Stock Exchange. Any common stock sold pursuant to a prospectus supplement will be eligiblepassed upon for ~~quotation and trading on the New York Stock Exchange, subject to official notice of issuance. Any underwriters to whom securities are sold~~us by us for public offering and sale may make a market in the securities, but such underwriters will not be obligated to do so and may discontinue any market making at any time without notice. The securities, other than the common stock, may or may not be listed on a national securities exchange or eligible for quotation and trading on the New York Stock Exchange. LEGAL MATTERS Our legal counsel, Jenkens & Gilchrist, a Professional Corporation, Dallas, Texas, will pass upon certain legal matters in connection with the offered securities. Any underwriters will be advised about other issues relating to any offering by their own legal counsel. Certain legal matters with respect to the trust preferred securitiesTexas.

The consolidated financial statements of AmeriCredit Corp. as of June 30, 2003 and 2002 and for each of the ~~trust,~~three years in the enforceability of the trust agreement and the creation of the trust will be passed upon by Richards, Layton & Finger, special Delaware counsel to us and the trust. EXPERTS The financial statementsperiod ended June 30, 2003, incorporated in this ~~Prospectus~~prospectus by reference to the Annual Report on Form 10-K for the ~~fiscal~~ year ended June 30, ~~2000~~2003, have been ~~so incorporated~~audited by ~~reference in reliance on the report of~~ PricewaterhouseCoopers LLP, independent accountants, ~~given on the authority of said firm~~ as ~~experts~~stated in accounting and auditing. WHERE YOU CAN FIND MORE INFORMATION We file annual, quarterly and special reports, proxy statements and other information with the Securities and Exchange Commission (the "SEC"). Our SEC filings are available to the public over the Internet at the SEC's web site at http://www.sec.gov. You may also read and copy any document we file at the SEC's public reference room at 450 Fifth Street, N.W., Washington, D.C. 20549, and at the regional offices of the SEC located at 7 World Trade Center, Suite 1300, New York, New York 10048 and at 500 West Madison Street, Suite 1400, Chicago, Illinois 60661. You may obtain information on the operation of the SEC's public reference room in Washington, D.C. by calling the SEC at 1-800-SEC- 0330. We also file such information with the New York Stock Exchange. Such reports, proxy statements and other information may be read and copies at 30 Broad Street, New York, New York 10005. We have filed with the SEC a registration statement on Form S-3 under the Securities Act with respect to the offering of securities under this prospectus. 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 our securities 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 SEC. INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE The SEC allows us to "incorporate by reference" the information we file with them, which means that we can disclose important information to you be referring you to those documents. The information incorporated by reference is an important part of this prospectus, and information that we file later with the SEC will automatically update and supersede this information. We incorporate by reference the documents listed below and any further filings made with the SEC under Sections 13(a), 13(c), 14 or 15(d) of the Securities Exchange Act of 1934 until we sell all of the securities or we terminate this offering: 54 . Our Annual Report on Form 10-K for the year ended June 30, 2000 (including information specifically incorporated by reference into our Form 10-K from our definitive Proxy Statement for our 2000 Annual Meeting of Shareholders); . Our Quarterly Report on Form 10-Q for the quarter ended September 30, 2000; . Our Current Reports on Form 8-K, dated October 12, 2000, January 5, 2001 and January 12, 2001; . The description of the common stock contained in our Form 8-A, dated October 4, 1989; and . The description of our preferred stock contained in our Form 8-A12B, dated August 29, 1997. You may request a copy of these filings at no cost, by writing or telephoning AmeriCredit Corp., 801 Cherry Street, Suite 3900, Fort Worth, Texas 76102, Attention: Daniel E. Berce, Chief Financial Officer, telephone: (817) 302-7000. 55 $500,000,000 AmeriCredit Corp. [Logo] Debt Securities Preferred Stock Common Stock Depositary Shares Warrants Guarantees Trust Debentures Guarantees of Trust Debentures AmeriCredit Capital Trust I Trust Preferred Securities Guaranteed by AmeriCredit Corp. ______________________________________ Prospectus ______________________________________ January 29, 2001 their report appearing therein.

The following table sets forth the estimated expenses in connection with the distribution of the securities covered by this ~~Registration Statement.~~registration statement. All of the expenses will be borne by the Company except as otherwise indicated. SEC Registration Fee..................................... $125,000 Legal Fees and Expenses.................................. 200,000 Accounting Fees and Expenses............................. 10,000 Indenture Trustees Expenses.............................. 10,000 Transfer Agent and Registrar Fees........................ 5,000 Printing and Engraving Fees and Expenses................. 100,000 Miscellaneous............................................ 50,000 -------- Total.................................................... $500,000 * To be filed with a Current Report on Form 8-K or an amendment to the registration statement.

(a) The articles of incorporation, as amended to date (the ~~"Articles~~“Articles of ~~Incorporation"~~Incorporation”), of AmeriCredit Corp. (the ~~"Company"~~“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,~~judgments, 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. In addition, the Company has entered into indemnification agreements with its directors. Under the ~~Company's~~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~~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 within the scope of the ~~director's~~director’s office; or (iv) an act or omission for which the liability of a director is expressly provided by an applicable statute. (c) Under the form of trust agreement, the Company will agree to indemnify each of the trustees, or any predecessor trustee, of the trust. The Company will also agree to hold each of the trustees harmless against any loss, damage, claim, liability or expense incurred without negligence or bad faith on the part of the trust, that arises out of or in connection with the acceptance or administration of the trust agreement. The indemnification includes the costs and expenses incurred by the trust in defending itself against any claim or liability in connection with the exercise or performance of any of its powers or duties under the trust agreement.

The following documents are filed as exhibits to this Registration Statement, including those exhibits incorporated herein by reference to a prior filing of the Company under the Securities Act of 1933 or the Exchange Act as indicated in ~~parenthesis:~~ parentheses:

II-1 EXHIBIT NO. DESCRIPTION 1.1 --- Form of Equity Underwriting Agreement 1.2 --- Form of Debt Underwriting Agreement 1.3 --- Form of Preferred Securities Underwriting Agreement 3.1 --- Articles of Incorporation of the Company and Articles of Amendment to Articles of Incorporation of the Company (incorporated by reference to Exhibit 3.1 to the Company's Registration Statement on Form S-1 (Registration No. 33 - 31220) 3.2 --- Bylaws of the Company, as amended (incorporated by reference to Exhibit 3.4 to the Company's Annual Report on Form 10-K for the year ended June 30, 1997) 3.3 --- Bylaw Amendment (incorporated by reference to Exhibit 3.1 to the Company's Current Report on Form 8-K dated September 7, 1999). 4.1 --- Form of Senior Indenture. 4.2 --- Form of Subordinated Indenture. 4.3 --- Form of Senior Debt Securities. 4.4 --- Form of Subordinated Debt Securities. 4.5 --- Form of Deposit Agreement (together with Depositary Receipt) 4.6 --- Form of Warrant Agreement (together with form of Warrant Certificate) 4.7 --- Certificate of Trust of AmeriCredit Capital Trust I 4.8 --- Declaration of Trust for AmeriCredit Capital Trust I 4.9 --- Form of Trust Agreement for AmeriCredit Capital Trust I 4.10 --- Form of Debenture Indenture of the Company 4.11 --- Form of Preferred Securities Guarantee Agreement 4.12 --- Rights Agreement between the Company and ChaseMellon Shareholder Services, L.L.C., as rights agent dated August 25, 1997 (incorporated by reference to Exhibit I of the Company's Current Report on Form 8-K, dated August 28, 1997) 4.13 --- Amendment No. 1 to Rights Agreement, dated September 9, 1999, between the Company and ChaseMellon Shareholder Services, L.L.C. (incorporated by reference to Exhibit 4.1 to the Company's Current Report on Form 8-K dated September 7, 1999). II-2 5.1 --- Opinion of Jenkens & Gilchrist, a Professional Corporation, as to the legality of the securities being registered. 5.2 --- Opinion of Richards, Layton & Finger, as to the legality of the preferred securities to be issued by AmeriCredit Capital Trust I. 12.1 --- Computation of Ratio of Earnings to Fixed Charges. 23.1 --- Consent of PricewaterhouseCoopers LLP. 23.2 --- Consent of Jenkens & Gilchrist, a Professional Corporation (see Exhibit 5.1). 23.2 --- Consent of Richards, Layton & Finger (see Exhibit 5.2). 24.1 --- Powers of attorney (included in the signature page of this Registration Statement) *25.1 --- Form T-1 Statement of Eligibility of Trustee under the Senior Indenture. *25.2 --- Form T-1 Statement of Eligibility of Trustee under the Subordinated Indenture. *25.3 --- Form T-1 Statement of Eligibility of Trustee under the Debenture Indenture and the Guarantee. * To be filed as an amendment to this registration statement or as an exhibit to a Current Report on Form 8-K.

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

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

(ii) To reflect in the prospectus any facts or events arising after the effective date of the registration statement (or the most recent post-effective amendment thereof) which, individually or in the aggregate, represent a fundamental change in the information set forth in the registration ~~statement; notwithstanding~~statement. Notwithstanding the foregoing, any increase or decrease in ~~the~~ volume of securities offered (if the total dollar value of securities offered would not exceed that which was registered) and any deviation from the low or high end of the estimated maximum offering range may be reflected in the form of prospectus filed with the ~~Securities and Exchange~~ Commission pursuant to Rule 424(b) if, in the aggregate, the changes in volume and price ~~II-3~~ represent no more than a 20% change in the maximum aggregate offering price set forth in the ~~"Calculation~~“Calculation of Registration ~~Fee"~~Fee” table in the effective registration statement; ~~and~~

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

provided, however, that ~~the undertakings set forth in clauses~~ paragraphs (a)(1)(i) and (a)(1)(ii) ~~above~~ do not apply if the registration statement is on Form S-3 or Form S-8 or Form F-3, and the information required to be included in a ~~post- effective~~post-effective amendment by those ~~clauses~~paragraphs is contained in periodic reports filed with or furnished to the ~~Securities and Exchange~~ Commission by the ~~Company~~registrant pursuant to ~~Section~~section 13 or ~~Section~~section 15(d) of the Securities Exchange Act of 1934 that are incorporated by reference in the registration statement.

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

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

(b) The registrant hereby undertakes that: (1) That for purposes of determining any liability under the Securities Act of 1933, the information omitted from the form of prospectus filed as part of a registration statement in reliance upon Rule 430A and contained in a form of prospectus filed by the registrants pursuant to Rule 424(b)(1) or (4) or 497(h) under the Securities Act of 1933 shall be deemed to be part of this registration statement as of the time it was declared effective. (2) That, for purpose of determining any liability under the Securities Act of 1933, each post-effective amendment that contains a form of prospectus shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof (c) Theundersigned registrant hereby undertakes that, for purposes of determining any liability under the Securities Act of 1933, each filing of the ~~Company's~~registrant’s annual report pursuant to ~~Section~~section 13(a) or ~~Section~~section 15(d) of the Securities Exchange Act of 1934 (and, where applicable, each filing of an employee benefit ~~plan's~~plan’s annual report pursuant to ~~Section~~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. ~~(d)~~

(c) Insofar as indemnification for liabilities arising under the Securities Act of 1933 may be permitted to directors, officers and controlling persons of the ~~registrants~~registrant pursuant to the foregoing provisions, ~~set forth in Item 15,~~ or otherwise, the ~~registrants have~~registrant has been advised that in the opinion of the Securities and Exchange Commission such indemnification is against public policy as expressed in the Securities Act of 1933 and is, therefore, unenforceable. In the event that a claim for indemnification against such liabilities (other than the payment by athe 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 of 1933 and will be governed by the final adjudication of such issue. ~~II-4~~ (e) The registrant hereby undertakes to file an application for the purpose of determining the eligibility of the trustee to act under subsection (a) of Section 310 of the Trust Indenture Act ("Act") in accordance with the rules and regulations prescribed by the Commission under Section 305(b)(2) of the Act.

Pursuant to the requirements of the Securities Act of 1933, ~~as amended,~~ the ~~Registrant~~registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing aon Form S-3 and has duly caused this ~~Registration Statement~~registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the ~~City~~city of Fort Worth, ~~County of Tarrant,~~ State of Texas, on December 30, 2000. AMERICREDIT CORP. By: /s/ Michael R. Barrington ------------------------- Michael R. Barrington Vice Chairman of the Board, Chief Executive Officer and President Each22, 2003.

KNOW ALL PERSONS BY THESE PRESENTS, that each individual whose signature appears below hereby designates and appoints ~~Michael R. Barrington,~~Clifton H. Morris, Jr., Daniel E. Berce, Chris A. Choate, and each of them, any one of whom may act without the joinder of the other, as such ~~person's~~person’s true and lawful attorney-in-fact and agents (the ~~"Attorneys-in-Fact"~~“Attorneys-in-Fact”) with full power of substitution and resubstitution, for such person and in such ~~person's~~person’s name, place and stead, in any and all capacities, to sign any and all amendments (including post-effective amendments) to this Registration Statement, which amendments may make such changes in this Registration Statement as any ~~Attorney- in-Fact~~Attorney-in-Fact deems appropriate, and any registration statement relating to the same offering filed pursuant to Rule 462(b) under the Securities Act of 1933 and requests to accelerate the effectiveness of such registration statements, and to file each such amendment with all exhibits thereto, and all documents in connection therewith, with the Securities and Exchange Commission, granting unto such Attorneys-in-Fact and each of them, full power and authority to do and perform each and every act and thing requisite and necessary to be done in and about the premises, as fully to all intents and purposes as such person might or could do in person, hereby ratifying and confirming all that such ~~Attorneys-in- Fact~~Attorneys-in-Fact or either of them, or their substitute or substitutes, may lawfully do or cause to be done by virtue ~~hereof~~ hereof.

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

Title of each class of securities to be registered	Amount to be registered(1)			Proposed maximum offering price per unit	Proposed maximum aggregate offering price(1)		Amount of registration fee

1.75% Convertible Senior Notes due 2023	$	200,000,000		100%	$	200,000,000	$	16,180

Americredit Corporation of California

AmeriCredit Financial Services, Inc.

AmeriCredit Financial Services of Canada Ltd.

AmeriCredit Management Company

AmeriCredit Consumer Discount Company

ACF Investment Corp.

AmeriCredit Service Center Ltd.

AmeriCredit Flight Operations, LLC

AmeriCredit NS I Co.

AmeriCredit NS II Co.

Guarantees (2)		(3	)	N/A		NA		(3	)

Common Stock, including attached preferred share purchase rights		(4	)	N/A		N/A		(5	)

AmeriCredit Corp. SEC Filings (File No. 001-10667)		Period
Annual Report on Form 10-K		Fiscal year ended June 30, 2003

Quarterly Report on Form 10-Q		Quarterly period ended September 30, 2003

Current Reports on Form 8-K		Filed on August 7, 2003, August 25, 2003, October 23, 2003, November 10, 2003, and November 13, 2003

The sections entitled “Principal Shareholders,” “Election of Directors” and “Executive Compensation” contained in our Proxy Statement on Schedule 14A for our 2003 Annual Meeting of Shareholders		Filed on September 30, 2003

The description of our common stock that is contained in our Form 8-A Registration Statement, including any amendment or reports filed for the purpose of updating such description		Filed on December 5, 1990

The description of our shareholder rights plan that is contained in our Form 8-A Registration Statement, including any amendments or reports filed for the purpose of updating such description		Filed on September 8, 1997

	Three Months Ended September 30,						Fiscal Years Ended June 30,
	2003			2002			2003			2002			2001			2000			1999
	(dollars in thousands, except per share data)
Statement of Income Data:
Revenue:
Finance charge income	$	211,772		$	90,629		$	613,225		$	339,430		$	225,210		$	124,150		$	75,288
Gain on sale of receivables					132,084			132,084			448,544			301,768			209,070			169,892
Servicing income		68,992			116,934			211,330			335,855			281,239			170,251			85,966
Other income		7,481			5,020			24,642			12,887			10,007			6,209			4,310

Total revenue		288,245			344,667			981,281			1,136,716			818,224			509,680			335,456
Costs and expenses		234,710			221,629			946,795			625,220			455,864			319,388			213,766


Income before taxes		53,535			123,038			34,486			511,496			362,360			190,292			121,690
Provision for taxes		20,210			47,370			13,277			196,926			139,508			75,791			46,850

Net income	$	33,325		$	75,668		$	21,209		$	314,570		$	222,852		$	114,501		$	74,840

Earnings Per Share:
Basic	$	0.21		$	0.88		$	0.15		$	3.71		$	2.80		$	1.57		$	1.19
Diluted	$	0.21		$	0.87		$	0.15		$	3.50		$	2.60		$	1.48		$	1.11
Cash Flow Data:
Net cash provided (used) by operating activities	$	232,165		$	1,942,710		$	2,303,580		$	(374,581	)	$	(990,401	)	$	(530,624	)(1)	$	44,790	(1)
Net cash provided (used) by investing activities		62,648			(1,991,141	)		(6,107,712	)		(21,663	)		(119,168	)		(20,983	)(1)		(208,868	)(1)
Net cash (used) provided by financing activities		(253,435	)		26,264			4,028,342			442,867			1,123,396			573,334	(1)		152,180	(1)


Net increase (decrease) in cash and cash equivalents	$	41,378		$	(22,167	)	$	224,210		$	46,623		$	13,827		$	21,727		$	(11,898	)

	September 30, 2003
	Actual		As Adjusted(6)		June 30, 2003		June 30, 2002
	(dollars in thousands)
Balance Sheet Data:
Cash and cash equivalents	$	357,985	$	525,835	$	316,921	$	92,349
Interest-only receivables from Trusts		214,949		214,949		213,084		506,583
Investments in Trust receivables		684,144		684,144		760,528		691,065
Restricted cash – gain on sale Trusts		383,557		383,557		387,006		343,570
Finance receivables, net		5,404,569		5,404,569		4,996,616		2,198,391
Total assets		7,999,471		8,172,421		8,108,029		4,217,017
Warehouse credit facilities		1,373,616		1,373,616		1,272,438		1,751,974
Whole loan purchase facility						902,873
Securitization notes payable		3,848,446		3,848,446		3,281,370
Senior notes		370,634		370,634		378,432		418,074
Convertible senior notes				200,000
Other notes payable		31,941		31,941		34,599		66,811
Total liabilities		6,074,001		6,274,001		6,227,400		2,789,568
Shareholders’ equity		1,925,470		1,898,420		1,880,629		1,427,449

	High		Low
2003:
Fourth Quarter (through December 18, 2003)	$	14.68	$	10.02
Third Quarter	$	12.20	$	5.50
Second Quarter	$	11.35	$	3.34
First Quarter	$	9.65	$	1.55
2002:
Fourth Quarter	$	9.19	$	5.90
Third Quarter	$	28.34	$	6.04
Second Quarter	$	46.93	$	24.70
First Quarter	$	40.30	$	18.50

		Page
WHERE YOU CAN FIND MORE INFORMATION		ii
SPECIAL NOTE REGARDING FORWARD-LOOKING STATEMENTS		iv
SUMMARY		1
RISK FACTORS		9
FORWARD-LOOKING STATEMENTS		24
USEOF PROCEEDS		25
PRICE RANGEOF COMMON STOCK		25
DIVIDEND POLICY		25
CAPITALIZATION		26
SELECTED CONSOLIDATED FINANCIAL DATA		27
MANAGEMENT		30
DESCRIPTIONOFTHE NOTES		31
DESCRIPTIONOF CAPITAL STOCK		49
UNITED STATES FEDERAL INCOME TAX CONSIDERATIONS		51
SELLING SECURITYHOLDERS		57
PLANOF DISTRIBUTION		61
LEGAL MATTERS		63
INDEPENDENT ACCOUNTANTS		63


Securities Offered	$200,000,000 aggregate principal amount of 1.75% Convertible Senior and the shares of our common stock issuable upon conversion of the notes.

Maturity	November 15, 2023.

Interest	1.75% per year on the principal amount, payable semiannually in arrears on each May 15 and November 15, beginning on May 15, 2004.

Conversion	The notes are convertible into shares of our common stock, subject to the conditions described below, at an initial conversion price of $18.6825 per share, subject to adjustments for certain events. The initial conversion price is equivalent to a conversion rate of approximately 53.5260 shares per $1,000 principal amount of notes. Holders may surrender their notes for conversion, if any of the following conditions is satisfied:

	•	during any fiscal quarter prior to November 15, 2018, if the closing sale price of our common stock for at least 20 trading days in the 30 consecutive trading-day period ending on the first day of such fiscal quarter is more than 120% of the conversion price per share of our common stock on the first day of such fiscal quarter;

	•	on or after November 15, 2018, at any time after the closing sale price of our common stock on any trading day is more than 120% of the conversion price per share of our common stock on such trading day;

	•	during the five business day period after any five consecutive trading-day period if the average of the trading prices of the notes for such five consecutive trading-day period is less than 98% of the average of the conversion values of the notes during that period, subject to certain limitations;

	•	if we have called the notes for redemption;

	As of September 30, 2003
	Actual			As Adjusted
	(dollars in thousands)
Cash and cash equivalents	$	357,985		$	525,835

Debt:
Warehouse credit facilities	$	1,373,616		$	1,373,616
Securitization notes payable		3,848,446			3,848,446
9⁷/8% Senior Notes due 2006		204,476			204,476
9¹/4% Senior Notes due 2009		166,158			166,158
1.75% Convertible Senior Notes due 2023		—			200,000
Other notes payable (1)		31,941			31,941

Total debt		5,624,637			5,824,637
Shareholders’ equity:
Preferred stock, $0.01 par value per share; 20,000,000 shares authorized; none issued		—			—
Common stock, $0.01 par value per share; 230,000,000 shares authorized; 160,315,446 shares issued		1,603			1,603
Additional paid-in capital		1,064,985			1,037,935
Accumulated other comprehensive income		16,340			16,340
Retained earnings		854,067			854,067
Treasury stock, at cost (3,821,495 shares)		(11,525	)		(11,525	)

Total shareholders’ equity		1,925,470			1,898,420

Total capitalization	$	7,550,107		$	7,723,057

Name	Age	Position with the Company
Clifton H. Morris, Jr.	68	Chairman of the Board and Chief Executive Officer

Daniel E. Berce	50	President

Preston A. Miller	40	Executive Vice President, Chief Financial Officer and Treasurer

Mark Floyd	51	Executive Vice President, Chief Operating Officer

Edward H. Esstman	62	Executive Vice President

Steven P. Bowman	36	Executive Vice President, Chief Credit Officer

Chris A. Choate	40	Executive Vice President, Chief Legal Officer and Secretary

CR₀	=	the conversion rate in effect immediately prior to such event
CR’	=	the conversion rate in effect immediately after such event
OS₀	=	the number of shares of our common stock outstanding immediately prior to such event
OS’	=	the number of shares of our common stock outstanding immediately after such event

CR₀	=	the conversion rate in effect on the date such tender offer expires
CR’	=	the conversion rate in effect on the day next succeeding the date such tender offer expires
AC	=	the aggregate value of all cash and any other consideration (as determined by our board of directors) paid for shares purchased in such tender offer
OS₀	=	the number of shares of our common stock outstanding immediately prior to the date such tender offer expires
OS’	=	the number of shares of our common stock outstanding immediately after the date such tender offer expires
SP’	=	the average sale price of our common stock for the ten days commencing on the trading day next succeeding the date such tender offer expires

				Beneficial Ownership After Resale of Notes or Common Stock
Name of Selling Securityholder	Number of Shares of Common Stock Beneficially Owned⁽¹⁾	Principal Amount of Notes Beneficially Owned⁽⁶⁾	Maximum Number of Shares of Common Stock That May Be Sold⁽²⁾	Principal Amount of Notes⁽³⁾	Percent	Number of Shares of Common Stock⁽³⁾	Percent
American AAdvantage Funds	—	200,000	10,705	—	—	—	—

Arbitex Master Fund LP	—	3,000,000	160,578	—	—	—	—

Aventis Pension Master Trust	—	215,000	11,508	—	—	—	—

Boilermaker – Blacksmith Pension Trust	—	1,170,000	62,625	—	—	—	—

BP Amoco PLC Master Trust	—	358,000	19,162	—	—	—	—

CALAMOS^® Convertible Fund – CALAMOS^® Investment Trust	—	8,700,000	465,676	—	—	—	—

CEMEX Pension Plan	—	110,000	5,887	—	—	—	—

City of Knoxville Pension System	—	245,000	13,113	—	—	—	—

Delta Airlines Master Trust	—	1,000,000	53,526	—	—	—	—

Delta Pilots Disability and Survivorship Trust	—	330,000	17,663	—	—	—	—

DKR Saturn Event Driven Holding Fund Ltd.	—	2,500,000	133,815	—	—	—	—

SEC registration fee	$	16,180
Legal fees and expenses		20,000
Accounting fees and expenses		5,000
Miscellaneous		15,000

Total	$	56,180

EXHIBIT NO.		DESCRIPTION

4.1	—	Articles of Incorporation of AmeriCredit Corp., as amended to date (incorporated by reference to Exhibits 3.1, 3.2, 3.3 and 3.5 of the registrant’s Annual Report on Form 10-K for the fiscal year ended June 30, 2002, filed with the Commission).

4.2	—	Bylaws of AmeriCredit Corp., as amended to date (incorporated by reference to Exhibit 3.4 of the registrant’s Annual Report on Form 10-K for the fiscal year ended June 30, 2002, filed with the Commission).


4.3	—	Rights Agreement, dated August 28, 1997, between AmeriCredit Corp. and ChaseMellon Shareholder Services, L.L.C., as amended to date (incorporated by reference to Exhibit 4.2 and 4.2.1 of the registrant’s Annual Report on Form 10-K for the fiscal year ended June 30, 2002, filed with the Commission).

4.4	—	Indenture, dated as of November 18, 2003, between AmeriCredit Corp., the Guarantors party thereto and HSBC Bank USA with form of 1.75% Convertible Senior Notes due 2023.

4.5	—	Registration Rights Agreement, dated as of November 18, 2003, between AmeriCredit Corp., the Guarantors party thereto, Credit Suisse First Boston LLC and J.P. Morgan Securities Inc.

5.1	—	Opinion of Jenkens & Gilchrist, a Professional Corporation, as to the legality of the securities being registered.

23.1	—	Consent of PricewaterhouseCoopers LLP.

23.2	—	Consent of Jenkens & Gilchrist, a Professional Corporation (see Exhibit 5.1).

24.1	—	Powers of attorney (included in the signature page of this Registration Statement).

25.1	—	Form T-1 Statement of Eligibility of Trustee under the Indenture.

AMERICREDIT CORP.

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

SIGNATURE	TITLE	DATE ~~--------- ----- ----~~ ~~/s/~~
/s/ Clifton H. Morris, Jr. Executive Chairman of the Board December 30, 2000 - ----------------------------- Clifton H. Morris, Jr. (Principal Executive Officer) /s/ Michael R. Barrington Vice	Chairman of the Board, Chief Executive ~~December 30, 2000 - ----------------------------- Michael R. Barrington~~ Officer and ~~President /s/ Daniel B. Berce Vice Chairman of the Board and Chief~~ Director (Principal Executive Officer)	December ~~30, 2000 - -----------------------------~~22, 2003
Clifton H. Morris, Jr.

/s/ Daniel E. Berce	President and Director	December22, 2003
Daniel E. Berce

/s/ Preston A. Miller	Executive Vice President, Chief Financial Officer ~~(Principal~~and Treasurer (Principal Financial and Accounting Officer) ~~/s/~~	December22, 2003
Preston A. Miller


/s/ Edward H. Esstman	Executive Vice President and ~~Chief~~ Director	December ~~30, 2000 - ----------------------------- Operating Officer and Director~~ 22, 2003
Edward H. Esstman ~~/s/ A.~~

/s/ James H. Greer	Director	December22, 2003
James H. Greer

/s/ Kenneth H. Jones, Jr.	Director	December22, 2003
Kenneth H. Jones, Jr.

/s/ A.R. Dike	Director	December22, 2003
A.R. Dike

/s/ Douglas K. Higgins	Director	December22, 2003
Douglas K. Higgins

/s/ John R. ~~Dike~~ Clay	Director	December ~~30, 2000 - ----------------------------- A.~~22, 2003
John R. ~~Dike~~ Clay

/s/ Gerald J. Ford	Director	December15, 2003
Gerald J. Ford

/s/ B.J. McCombs	Director	December22, 2003
B.J. McCombs

/s/ Michael R. Barrington	Director	December22, 2003
Michael R. Barrington

AMERICREDIT CORPORATION OF CALIFORNIA

By:		/s/ Daniel E. Berce

		Daniel E. Berce President

SIGNATURE	TITLE	DATE ~~--------- ----- ----~~ /s/ Michael R. Barrington Vice Chairman of the Board and January 29, 2001 - ---------------------------- Chief Executive Officer Michael R. Barrington (Principal Executive Officer) /s/

/s/ Daniel E. Berce Daniel E. Berce	President (Principal Executive Officer)	December 22, 2003

/s/ Preston A. Miller Preston A. Miller	Executive Vice ~~Chairman of the Board and January 29, 2001 - ----------------------------~~ President, Chief Financial Officer ~~Daniel E. Berce (Principal~~and Treasurer (Principal Financial and Accounting Officer) ~~/s/ Edward H. Esstman~~	December 22, 2003

/s/ Chris A. Choate Chris A. Choate	Director, Executive Vice ~~Chairman,~~ President, Chief Legal Officer and ~~January 29, 2001 - ---------------------------- Chief Operating Officer Edward H. Esstman~~ Secretary	December 22, 2003

SIGNATURE	TITLE	DATE

/s/ Daniel E. Berce Daniel E. Berce	President (Principal Executive Officer)	December 22, 2003

/s/ Preston A. Miller Preston A. Miller	Executive Vice President, Chief Financial Officer and Treasurer (Principal Financial and Accounting Officer)	December 22, 2003

/s/ Chris A. Choate Chris A. Choate	Director, Executive Vice President, Chief Legal Officer and Secretary	December 22, 2003

AMERICREDIT FINANCIAL SERVICES OF CANADA LTD.

By:		/s/ Daniel E. Berce

		Daniel E. Berce President

AMERICREDIT CONSUMER DISCOUNT COMPANY

By:		/s/ Daniel E. Berce

		Daniel E. Berce President