<PAGE>

As filed with the Securities and Exchange Commission on January 29, 2001
                         Registration No. 333-________
================================================================================
                       SECURITIES AND EXCHANGE COMMISSION
                                    FORM S-3
                             REGISTRATION STATEMENT
                                     Under
                           THE SECURITIES ACT OF 1933

<TABLE>
<S>                                                             <C>
                      AmeriCredit Corp.                                            AmeriCredit Capital Trust I
    (Exact name of registrant as specified in its charter)            (Exact name of registrant as specified in its charter)

                          75-2291093                                                       Applied For
                       (I.R.S. Employer                                                  (I.R.S. Employer
                      Identification No.)                                               Identification No.)

                            Texas                                                            Delaware
               (State or other jurisdiction of                                         (State of organization)
                incorporation or organization)                                          c/o AmeriCredit Corp.

                801 Cherry Street, Suite 3900                                       801 Cherry Street, Suite 3900
                   Fort Worth, Texas 76102                                           Fort Worth, Texas 76102
                        (817) 302-7000                                                    (817) 302-7000
(Address, including zip code, and telephone number, including     (Address, including zip code, and telephone number, including
 area code, of registrant's principal executive offices)             area code, of registrant's principal executive offices)

                       Daniel E. Berce                                                       Copy to:
           Vice Chairman & Chief Financial Officer                                    L. Steven Leshin, Esq.
                      AmeriCredit Corp.                                  Jenkens & Gilchrist, a Professional Corporation
                801 Cherry Street, Suite 3900                                      1445 Ross Avenue, Suite 3200
                   Fort Worth, Texas 76102                                           Dallas, Texas 75202-2799
                        (817) 302-7000                                                     214-855-4500
           (Name, address, including zip code, and
 telephone number, including area code, of agent for service)
</TABLE>

     Approximate date of commencement of proposed sale to the public:  As soon
as practicable after the effective date of this Registration Statement.

     If the only securities being registered on this Form are being offered
pursuant to dividend or interest reinvestment plans, please check the following
box. [_]

     If any of the securities being registered on this Form are to be offered on
a delayed or continuous basis pursuant to Rule 415 under the Securities Act of
1933, other than securities offered in connection with dividend or interest
reinvestment plans, check the following box. [X]

     If this Form is filed to register additional securities for an offering
pursuant to Rule 462(b) under the Securities Act, please check the following box
and list the Securities Act registration statement number of the earlier
effective registration statement for the same offering.[_]

     If this Form is a post-effective amendment filed pursuant to Rule 462(c)
under the Securities Act, check the following box and list the Securities Act
registration statement number of the earlier effective registration statement
for the same offering. [_]

   If delivery of the prospectus is expected to be made pursuant to Rule 434,
please check the following box. [_]

<TABLE>
<CAPTION>
                                                  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)/
<S>                                            <C>               <C>                     <C>
-----------------------------------------------------------------------------------------------------------------------------------
</TABLE>
<PAGE>

<TABLE>
<S>                                                    <C>                    <C>                 <C>                <C>
------------------------------------------------------------------------------------------------------------------------------------
Debt Securities (4)..........................
Preferred Stock (5)..........................
Common Stock, including attached preferred
  share purchase rights (6)..................
Depositary Shares (7)........................
Warrants (8).................................
Guarantees (9)...............................
Trust Preferred Securities of AmeriCredit
 Capital Trust I (10)........................
Guarantees of Trust Preferred Securities of
  AmeriCredit Capital Trust I (10) (11)....
Trust Debentures (10)........................
      Total..................................          $500,000,000               100%            $500,000,000       $125,000 (9)
==================================================================================================================================
</TABLE>

(1)  In no event will the aggregate initial offering price of all securities
     issued exceed $500,000,000.  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 registrants hereby amend this registration statement on such date or dates
as may be necessary to delay its effective date until the registrant shall file
a further amendment which specifically states that this registration statement
shall thereafter become effective in accordance with Section 8(a) of the
Securities Act of 1933 or until the registration statement shall become
effective on such date as the Commission, acting pursuant to said Section 8(a),
may determine.

================================================================================
<PAGE>

                        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.

<TABLE>
<CAPTION>
Subsidiary                               State of Organization  IRS Employer ID No.
----------                               ---------------------  --------------------------
<S>                                      <C>                    <C>
AmeriCredit Financial Services, Inc.     Delaware                75-2439888

ACF Investment Corp.                     Delaware                75-2442194

Americredit Corporation of California    California              33-0011256

AmeriCredit Financial Services of        Ontario, Canada         866121080
Canada Ltd.                                                      (Canadian Business Number)

AmeriCredit Management Company           Delaware                75-2788787
</TABLE>
<PAGE>

The information in this prospectus is not complete and may be changed.  We 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
                                 Common Stock
                               Depositary Shares
                                   Warrants
                                  Guarantees
                                Trust Debentures
                    Guarantees of Trust Preferred Securities

                          AmeriCredit Capital Trust I

                           Trust Preferred Securities
                        Guaranteed by AmeriCredit Corp.

     We may offer 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 to be purchased by AmeriCredit
Capital Trust I, or a guarantee 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 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 terms of any securities we offer and
the specific manner in which we will offer the securities.  The prospectus
supplements 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 on the New York Stock Exchange
under the symbol "ACF."

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

     Investing in our securities involves risks, which are described in the
                  Section "Risk Factors" beginning on page 4.

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

     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 or complete.  Any representation to the contrary is a
criminal offense.

                The date of this prospectus is January 29, 2001
<PAGE>

     You should rely only on the information contained or incorporated by
reference in this prospectus and the relevant prospectus supplement.  We have
not authorized anyone to provide you with information different from that
contained in this prospectus or the relevant prospectus supplement.  We are not
including an offer to sell these securities in any jurisdiction where the offer
or sale is not permitted.  The information contained in this prospectus or the
relevant prospectus supplement is accurate only as of the date on the front
cover of those documents regardless of the time of delivery of this prospectus
or the relevant prospectus supplement.  In this prospectus and the relevant
prospectus supplement, "Company," "AmeriCredit," "we," "us," and "our" refer to
AmeriCredit Corp. and its subsidiaries, and "trust" refers to 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
<TABLE>
<CAPTION>
                                                                                       Page
 <S>                                                                                  <C>

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
</TABLE>

                                       1
<PAGE>

                             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. 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.

Our Business

     We are a consumer finance company specializing in purchasing, securitizing
and servicing retail automobile installment sales contracts originated by
franchised and select independent dealers in connection with the sale of late
model used and to a lesser extent new automobiles. We also, to a lesser extent,
make loans directly to consumers for the purchase of automobiles. Our automobile
lending 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 located in Arlington, Texas, Tempe,
Arizona and Charlotte, North Carolina 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 primarily through the purchase,
retention, securitization and servicing of automobile receivables. In each
securitization, we sell automobile receivables to a trust that, in turn, sells
asset-backed securities to investors. We recognize a gain on the sale of the
receivables to the trust and receive monthly excess cash flow distributions from
the trust resulting from the difference between the interest received from the
consumer obligors on the receivables and the interest on the asset-backed
securities paid to investors, net of losses and expenses. The timing of our
receipt of excess cash flow distributions is dependent on the type of structure
we use. Prior to the time when we begin to receive excess cash flow, all excess
cash flow is utilized to fund credit enhancement requirements to secure
financial guaranty insurance policies issued by a monoline insurance company to
protect investors in the asset-backed securities from losses. Once predetermined
credit enhancement requirements are reached and maintained, excess cash flow is
distributed to us. In addition to excess cash flow, we earn servicing fees of
2.25% per annum of the outstanding principal balance of receivables securitized.
Since our first securitization transaction in December 1994, we have securitized
approximately $11.3 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;
     .    use of proprietary credit scoring models for risk-based pricing;
     .    sophisticated risk management techniques;
     .    high investment in technology to support operating efficiency and
          growth; and

                                       1
<PAGE>

     .    funding and liquidity through securitizations.

Our Business Strategy

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

     .    continued growth in contract volume;
     .    continued enhancement of scoring models with new data;
     .    continued use of sophisticated risk management techniques;
     .    continued investment 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 formed under the laws of Texas in
1986. Our principal executive offices are located at 801 Cherry Street, Suite
3900, Fort Worth, Texas 76102 and our telephone number is 817-302-7000.

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

                                   THE TRUST

     The trust 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 to in this prospectus as the trust agreement.
The trust agreement will be qualified under the Trust Indenture Act of 1939.

     The trust exists for the exclusive purposes of:

     .    issuing and selling the preferred securities and common securities;

     .    using the proceeds from the sale of the preferred securities and
          common securities to acquire the trust debentures;

     .    maintain its status as a grantor trust for United States federal
          income tax purposes; and

     .    engaging in only those other activities necessary or incidental to
          these purposes.

     The trust debentures will be the sole assets of the trust.  Accordingly,
payments on the trust debentures will be the sole revenues of the trust.  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 equal 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
<PAGE>

     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
<PAGE>

                                 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 prospectus could have a
material adverse effect on our business, financial position, liquidity and
results of operations. You should carefully consider these risk factors and the
specific risks set forth under the caption "Risk Factors" in any supplement to
this prospectus, together with all of the other information included in this
prospectus or in a supplement to this prospectus and in documents we incorporate
by reference before you decide to purchase our securities. This prospectus
contains forward-looking statements that involve risks and uncertainties.

Our Ability to Continue to Purchase Contracts and to Fund Our Business is
Dependent On a Number of Financing Sources.

     Credit Facilities and Warehouse Facilities. We depend on credit facilities
and warehouse facilities with financial institutions to finance our purchase of
contracts pending securitization. At the date of this prospectus, we have six
credit and warehouse facilities with various financial institutions providing
for revolving credit borrowings of up to a total of $2.5 billion, subject to
defined borrowing bases. We have a $525 million warehouse facility which expires
in September 2001, a $500 million warehouse facility that expires in June 2001,
a $375 million facility which expires in March 2001, a $300 million facility
that expires in June 2001, a $275 million facility that expires in September
2001, and a $500 million facility that expires in December 2003. We also have a
$30 million Cdn. bank facility to fund Canadian auto receivables that expires in
March 2001. We cannot assure you that any of these financing resources will
continue to be available to us on reasonable terms or at all. The availability
of these financing sources depends on factors outside of our control, including
regulatory capital treatment for unfunded bank lines of credit and the
availability of bank liquidity in general. If we are unable to extend or replace
any of these facilities and arrange new credit or warehouse facilities, we will
have to curtail our contract purchasing activities, which would have a material
adverse effect on our financial position, liquidity and results of operations.

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

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

     Credit Enhancement. Our securitizations have typically utilized credit
enhancement in the form of financial guaranty insurance policies issued by
Financial Security Assurance Inc. in order to achieve ''AAA/Aaa'' ratings, which
reduces the costs of securitizations relative to alternative forms of financing
available to us. Financial Security Assurance is not required to insure our
securitizations and we can give you no assurance that it will continue to do so
or that our future securitizations will be similarly rated. Likewise, we are not
required to utilize financial guaranty insurance policies issued by Financial
Security Assurance or any other form of credit

                                       4
<PAGE>

enhancement in connection with our securitizations. We also utilize reinsurance
and other credit enhancement alternatives, such as borrowings under a credit
enhancement facility provided to the Company by a financial institution, to
reduce our initial cash deposit related to securitizations. A downgrading of
Financial Security Assurance's credit rating or Financial Security Assurance's
withdrawal of credit enhancement or the lack of availability of reinsurance or
other alternative credit enhancements could result in higher interest costs for
our future securitizations and larger initial cash deposit requirements. These
events could have a material adverse effect on our financial position, liquidity
and results of operations.

To Service Our Debt, We Will Require a Significant Amount of Cash. Our Ability
to Generate Cash Depends on Many Factors.

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

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

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

     .    contract purchases pending their securitization and sale;
     .    credit enhancement requirements in connection with the securitization
          and sale of the receivables;
     .    interest and principal payments under our warehouse facilities, our
          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
<PAGE>

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 a portion of our existing debt
or to obtain additional financing. There can be no assurance that any such
refinancing would be possible or that any additional financing could be obtained
on terms acceptable to us. The inability to obtain additional financing could
have a material adverse effect on us.

     Our substantial indebtedness 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, our business, results of operations and
financial condition would suffer.

                                       6
<PAGE>

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.

Defaults and Prepayments on Contracts Purchased By Us Could Adversely Affect Our
Operations.

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

     We also retain a substantial portion of the default and prepayment risk
associated with the receivables that we sell in our securitizations. A large
component of the gain recognized on these sales and the corresponding assets
recorded on our balance sheet are credit enhancement assets, which are based on
the present value of estimated future excess cash flows from the securitized
receivables which will be received by us. Accordingly, credit enhancement assets
are calculated on the basis of management's assumptions concerning, among other
things, defaults and prepayments. Actual defaults and prepayments may vary from
management's assumptions, possibly to a material degree. As of September 30,
2000, credit enhancement assets totaled $906.5 million. Depending on our growth,
credit enhancement assets may become a larger share of our overall assets.

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

     We regularly measure our default, prepayment and other assumptions against
the actual performance of securitized receivables. If we were to determine, as a
result of that regular review or otherwise, that we underestimated defaults or
prepayments, or that any other material assumptions were inaccurate, we would be
required to adjust the carrying value of our credit enhancement assets, which
consist of restricted cash, investments in special purpose financing trust
("Trust") receivables and interest-only receivables, by making a charge to
income

                                       7
<PAGE>

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

The Negative Performance of Auto Contracts In Our Portfolio Could Adversely
Affect Our Cash Flow and Servicing Rights.

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

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

     .    we breach our obligations under the servicing agreements;

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

     .    some bankruptcy or insolvency events were to occur.

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

                                       8
<PAGE>

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

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

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

                                       9
<PAGE>

Failure to Implement Our Business Strategy Could Adversely Affect Our
Operations.

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

     .    continued expansion of automobile contract purchase volume;

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

     .    the use of sophisticated risk management techniques;

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

     .    funding and liquidity through securitizations.

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

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

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

We May be Unable to Successfully Compete in Our Industry.

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

     .    the captive finance affiliates of major automotive manufacturers;
     .    banks;
     .    thrifts;
     .    credit unions; and
     .    independent finance companies.

     Many of these competitors have substantially greater financial resources
and lower costs of funds than us. Many of these competitors also have long
standing relationships with automobile dealerships and may offer dealerships or
their customers other forms of financing, including dealer floor plan financing
and leasing, which are not provided by us. Providers of automobile financing
have traditionally competed on the basis of interest rate charged, the quality
of credit accepted, the flexibility of loan terms offered and the quality of
service provided to dealers and customers. In seeking to establish ourself as
one of the principal financing sources of the dealers we serve, we compete
predominately on the basis of our high level of dealer service and strong dealer
relationships and by offering flexible loan terms. There can be no assurance
that we will be able to compete successfully in this market or against these
competitors.

                                       10
<PAGE>

We Are Involved and Will Likely Continue to be a Party to Litigation.

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

     As a company subject to federal and state securities laws and court
decisions, as well as rules and regulations promulgated by the Securities and
Exchange Commission, we are subject to the risk of litigation and claims arising
under these securities laws, court decisions, rules and regulations. We are a
defendant in a class action filed in California in which the plaintiffs allege
that our pricing programs and the pricing programs of several 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, could have a material
adverse effect on our business, financial condition and results 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, or the promulgation of any additional
laws or regulations, could have a material adverse effect on our business. In
addition, we retain some of the regulatory risk on receivables sold in
securitizations as a result of representations and warranties made by us in
these transactions.

Our Stock Price May Be Volatile.

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

     .    quarterly variations in operating results;

     .    changes in analysts' estimates;

     .    short-selling of our common stock;

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

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

                                       11
<PAGE>

     .    general economic trends and conditions.

     Investors may be unable to resell their shares of our common stock at or
above the offering price. In the past, companies that have experienced
volatility in the market price of their stock have been the object of securities
class action litigation. 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, 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.

     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 will 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 stock 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 by
general declines in the market for debt. Such declines may adversely affect the
liquidity of, and trading markets for, the securities offered, independent of
the financial performance of or prospects for us.

     Historically, the markets for securities similar to the securities offered
has been subject to disruptions that have caused substantial price volatility.
There can be no assurance that the market for the securities offered will not be
subject to similar disruptions. Any such disruptions may have a material adverse
effect on the value of the securities offered.

                                       12
<PAGE>

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 cash 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
<PAGE>

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.

<TABLE>
<CAPTION>                                                                        Three Months Ended
                                                   Year Ended June 30,              September 30,
                                          ----------------------------------     ------------------
                                          1996    1997   1998    1999   2000       1999      2000
                                          ----    ----   ----    ----   ----       ----      ----
<S>                                      <C>      <C>   <C>      <C>   <C>        <C>       <C>
Ratio of Earnings to Fixed Charges.....   3.5x    3.9x   3.8x    3.9x   3.6x       3.7x      3.4x
</TABLE>

     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.

                           FORWARD-LOOKING STATEMENTS

     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 by reference" to
other documents we have filed with the Securities and Exchange Commission.  You
can find many of these statements by looking for words such as "believes,"
"expects," "anticipates," "estimates,"  or  similar expressions used in this
prospectus, supplements to this prospectus or documents incorporated by
reference.

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

     .    our ability to pay interest and principal on a large amount of debt;
     .    changes in our customers' demands;
     .    seasonal changes in customer demands;
     .    the competitive nature of the automobile finance business; and
     .    general economic conditions and the interest rate environment.

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

                                USE OF PROCEEDS

     We will use the net proceeds from the sale of securities that we offer
under this prospectus and any accompanying prospectus supplement for general
corporate purposes and for any other purposes described in the relevant
prospectus supplement. General corporate purposes may include using the net
proceeds to fund our growth, including increasing the amount of automobile and
other loans we can acquire, originate and hold for pooling and sale in the
asset-backed securities market, to support securitization transactions, 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

     The following description of the terms of the debt securities summarizes
some general terms that will apply to the debt securities. The description is
not complete, and we refer you to the indentures, which we filed with the
Securities and Exchange Commission as exhibits to the registration statement of
which this prospectus is a part.

     Our trust debentures are separately described in this prospectus under the
caption "Description of Trust Debentures."

General

     The debt securities will be either our senior debt securities or our
subordinated debt securities. We will issue our debt securities under one or
more separate indentures between us and a trustee to be identified in an
accompanying prospectus supplement. Senior debt securities will be issued under
a senior indenture and subordinated debt securities will be issued under a
subordinated indenture. Together the senior indenture and the subordinated
indenture are called the "indentures." The indentures may be supplemented 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 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 securities as
described under "--Subsidiary Guarantees" and in the prospectus supplement. The
subsidiary guarantees will be 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
<PAGE>

     .    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
<PAGE>

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 on 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 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 be
subordinated in right of payment to the senior debt of the subsidiary guarantor
on the same basis as the subordinated debt securities are subordinated

                                       17
<PAGE>

to our senior debt. No payment will be made by any subsidiary 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 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 under applicable
law relating to fraudulent conveyance or fraudulent transfer or similar laws
affecting the rights of creditors generally.

     Each subsidiary guarantee will be a continuing guarantee and will:

     .    remain in full force and effect until either all of the guaranteed
          obligations are paid in full 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 each 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 of debt securities in 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 nominee of the depositary to the depositary or another nominee 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
<PAGE>

     .    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 the registered global security
would authorize the participants holding the relevant beneficial interests to
give or take the action, and the participants would authorize beneficial owners
owning through the participants to give or take 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 name of a depositary or its nominee to the depositary or its nominee as
the registered owners 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
<PAGE>

     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 debt
securities of a series represented by one or more registered global securities.
In that event, we will issue debt securities of the series in a definitive form
in exchange for all of the registered global securities representing the debt
securities. The trustee will register 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
terms of the depositary arrangement and any specific procedures for the issuance
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 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 convey all or substantially all our assets to another
company, if we are either the continuing entity or, if we are not the continuing
entity:

                                       20
<PAGE>

     .    the successor entity is organized under the laws of the United States,
          any state thereof or the District of Columbia and expressly assumes
          all payments on all of the debt securities and the performance and
          observance of all the covenants and conditions of the applicable
          indenture;

     .    the merger, sale of assets or other transaction must not cause a
          default on the debt securities and we must not already be in default;
          and

     .    any additional conditions with respect 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 include any of the following:

     .    failure to pay interest for 30 days after the date payment is due and
          payable; however, if we extend an interest payment period under the
          terms of the debt securities, the extension will not be a failure to
          pay interest;

     .    failure to pay principal or premium, if any, on any debt security when
          due, either at maturity, upon any redemption, by declaration or
          otherwise;

     .    failure 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 applicable resolution of
          our Board of Directors or the supplemental indenture under which we
          issue a series of debt securities.

     The holders of not less than a majority in outstanding principal amount of
a series of debt securities 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, waive any past default, except a
default in the payment of principal 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
<PAGE>

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 interest 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 with respect to the debt securities.

     No holder of any debt securities will have any right to institute any
proceeding with respect to the indenture or for any remedy thereunder, unless
the holder shall have previously given to the trustee written notice of a
continuing event of default and unless also the holders of at least 25% in
aggregate principal amount of the outstanding debt securities of the series
shall have made written request and offered reasonable indemnity to the trustee
of the series to institute the proceeding as a trustee, and unless the trustee
shall not have received from the holders of a majority in aggregate principal
amount of the outstanding debt securities of the class a direction inconsistent
with the request and shall have failed to institute the proceeding within 60
days. However, these limitations do not apply to a suit instituted by a holder
of a debt security for enforcement of payment of the principal or interest on
the debt security on or after the respective due dates expressed 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 depositing 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
<PAGE>

     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
of the holders of not less than a majority in aggregate principal amount of debt
securities of all series 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 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

<PAGE>

     .    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. 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
<PAGE>

     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
<PAGE>

     .    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
          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 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
<PAGE>

     .    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
<PAGE>

     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
<PAGE>

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 certificate as to whether or not they
are in compliance with all the conditions and covenants applicable to them under
the trust agreement.

     Upon the occurrence of a trust agreement event of default, the debenture
trustee or the property trustee as the holder of the trust debentures will have
the right under the debenture indenture to declare the principal of 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
<PAGE>

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 of 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 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 occurred and is continuing
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
<PAGE>

     .    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
<PAGE>

     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 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
<PAGE>

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
<PAGE>

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
<PAGE>

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
<PAGE>

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
<PAGE>

     .    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
<PAGE>

     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
<PAGE>

     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
<PAGE>

     .    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
<PAGE>

     .    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 until the holders of a majority in
liquidation amount of the trust securities have consented to the amendment.
Further, if the consent of the holders of each trust security is required, an
amendment will not be effective until each holder of the trust securities has
consented to such amendment.

Debenture Events of Default

     The debenture indenture provides that any one or more of the following
described events with respect to the trust debentures constitute a debenture
event of default:

     .    failure to pay any interest on the trust debentures or any other
          debentures when due for 30 days (subject to the deferral of any due
          date in the case of an Extension Period); or

     .    failure to pay any principal or premium, if any, on the trust
          debentures or any other debentures when due whether at maturity, upon
          redemption, by declaration of acceleration of maturity or otherwise;
          or

     .    failure to perform, or breach of, any other covenant or warranty of us
          contained in the indenture for 90 days after written notice to us from
          the debenture trustee or the holders of at least 25% in aggregate
          outstanding principal amount of trust debentures; or

     .    certain events of our bankruptcy, insolvency or reorganization.

     Within five business days after the occurrence of a debenture event of
default actually known to the debenture trustee, the debenture trustee must
transmit notice of such debenture event of default to the debenture holders,
unless such debenture event of default has been cured or waived.  The debenture
indenture requires the annual filing by us with the debenture trustee of a
certificate as to the absence of certain defaults under the indenture.

     The holders of a majority in aggregate outstanding principal amount of the
trust debentures have the right to direct the time, method and place of
conducting any proceeding for any remedy available to the debenture trustee or
to exercise 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 or the holders of not less than 25% in
aggregate outstanding principal amount 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 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 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
<PAGE>

     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 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
<PAGE>

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 the DTC or its nominee.  Under such
circumstances, the depositary arrangements for the trust debentures would be
expected to be substantially similar to those 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 will be made at the office of the debenture trustee in Wilmington,
Delaware or at the office of such paying agent or paying agents as we may
designate from time to time, except that at our option payment of any interest
may be made, except in the case of 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 with the laws of the State of New York.

Information Concerning the Debenture Trustee

     The debenture trustee will be subject to all the duties and
responsibilities specified with respect to an indenture trustee under the Trust
Indenture Act of 1939.  Subject to such provisions, the debenture trustee is
under no obligation to exercise any of the powers vested in it by the indenture
at the request of 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 expend or risk
its own funds or otherwise incur personal financial liability in the performance
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
<PAGE>

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, our
obligations under the guarantee effectively will be subordinated to all existing
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
<PAGE>

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
<PAGE>

     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
<PAGE>

     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.

                         DESCRIPTION OF CAPITAL STOCK

Common Stock

     Under our articles of incorporation we may issue up to 120,000,000 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 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
<PAGE>

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.

Preferred Stock

     Under our articles of incorporation we may issue up to 20,00,000 shares of
preferred stock. No shares of preferred stock or options to purchase preferred
stock are currently outstanding. Our Board of 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
of 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.

Certain Effects of Authorized but Unissued 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 of 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
<PAGE>

Certain Anti-takeover Provisions

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

     No Written Consent by 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.  We are subject to Part Thirteen of
the Texas Business Corporation Act ("Part 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 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' Rights 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 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) acquires 15% or more of the common stock or (ii) 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 of
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 of Directors.  The rights should
not interfere with any merger or other business combination approved by the
Board of 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
<PAGE>

Transfer Agent And Registrar

     Our common stock is listed on the New York Stock Exchange under the symbol
"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 OF THE DEPOSITARY SHARES

     The following description of the depositary shares we may offer, together
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 to the Deposit Agreement relating to the depositary shares and the
depositary receipt relating to the preferred stock that is attached to the
Deposit Agreement. We have filed those documents with the Securities and
Exchange Commission as an exhibit to the registration statement of which this
prospectus is a part.

     We will describe in a prospectus supplement the specific terms 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 between us and a bank
or trust company selected by us. The bank or trust company must have its
principal office in the United States 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
preferences 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
<PAGE>

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

     We 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
<PAGE>

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
<PAGE>

     .    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 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 in 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 subject to the condition that its purchase of
the offered securities

                                       53
<PAGE>

will not be illegal, at the time of delivery. The underwriters and other agents
will not be responsible for the validity or performance of contracts.

     Each series of securities 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 eligible for quotation and trading on the New York Stock
Exchange, subject to official notice of issuance. Any underwriters to whom
securities are sold 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 securities of the trust, 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 statements incorporated in this Prospectus by reference to
the Annual Report on Form 10-K for the fiscal year ended June 30, 2000 have been
so incorporated by reference in reliance on the report of PricewaterhouseCoopers
LLP, independent accountants, given on the authority of said firm as experts 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
<PAGE>

     .    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
<PAGE>

                                 $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
<PAGE>

                                    PART II

                    INFORMATION NOT REQUIRED IN PROSPECTUS

Item 14. Other Expenses of Issuance and Distribution.

         The following table sets forth the estimated expenses in connection
with the distribution of the securities covered by this 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.

Item 15. Indemnification of Directors and Officers

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

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

Item 16. Exhibits

         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 or the Exchange Act as indicated
in parenthesis:


                                     II-1
<PAGE>

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
<PAGE>

            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.

(b)  Financial Statement Schedules:

     Not Applicable.

Item 17. Undertakings.

     (a) The undersigned registrant hereby undertakes:

         (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 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 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
<PAGE>

          represent no more than a 20% change in the maximum aggregate offering
          price set forth in the "Calculation of Registration 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 (i) and (ii)
     above do not apply if the information required to be included in a post-
     effective amendment by those clauses is contained in periodic reports filed
     with or furnished to the Securities and Exchange Commission by the Company
     pursuant to Section 13 or 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)  The registrant hereby undertakes that, for purposes of determining any
liability under the Securities Act of 1933, each filing of the Company's annual
report pursuant to Section 13(a) or Section 15(d) of the Securities Exchange Act
of 1934 (and, where applicable, each filing of an employee benefit plan's annual
report pursuant to Section 15(d) of the Securities Exchange Act of 1934) that is
incorporated by reference in the registration statement shall be deemed to be a
new registration statement relating to the securities offered therein, and the
offering of such securities at that time shall be deemed to be the initial bona
fide offering thereof.

     (d)  Insofar as indemnification for liabilities arising under the
Securities Act of 1933 may be permitted to directors, officers and controlling
persons of the registrants pursuant to the provisions set forth in Item 15, or
otherwise, the registrants have been advised that in the opinion of the
Securities and Exchange Commission such indemnification is against public policy
as expressed in the Act and is, therefore, unenforceable. In the event that a
claim for indemnification against such liabilities (other than the payment by a
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 Act and will
be governed by the final adjudication of such issue.

                                     II-4
<PAGE>

     (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.
<PAGE>

                                  SIGNATURES

     Pursuant to the requirements of the Securities Act of 1933, as amended, the
Registrant certifies that it has reasonable grounds to believe that it meets all
requirements for filing a Form S-3 and has duly caused this Registration
Statement to be signed on its behalf by the undersigned, thereunto duly
authorized, in the 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

     Each individual whose signature appears below hereby designates and
appoints Michael R. Barrington, 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
true and lawful attorney-in-fact and agents (the "Attorneys-in-Fact") with full
power of substitution and resubstitution, for such person and in such 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 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 or either of them, or their substitute or substitutes, may lawfully do or
cause to be done by virtue 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 capacities and on the dates indicated.

<TABLE>
<CAPTION>
     SIGNATURE                                    TITLE                                 DATE
     ---------                                    -----                                 ----
<S>                                 <C>                                                 <C>
/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                December 30, 2000
-----------------------------
     Daniel E. Berce                Financial Officer
                                    (Principal Financial and Accounting Officer)

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

/s/ A. R. Dike                      Director                                            December 30, 2000
-----------------------------
     A. R. Dike
</TABLE>
<PAGE>

     SIGNATURE                    TITLE                   DATE
     ---------                    -----                   ----

/s/ James H. Greer                Director                December 30, 2000
----------------------------
     James H. Greer

/s/ Douglas K. Higgins            Director                December 30, 2000
----------------------------
     Douglas K. Higgins

/s/ Kenneth H. Jones, Jr.         Director                December 30, 2000
----------------------------
     Kenneth H. Jones, Jr.
<PAGE>

                                  SIGNATURES

     Pursuant to the requirements of the Securities Act of 1933, as amended,
AmeriCredit Capital Trust I certifies that it has reasonable grounds to believe
that it meets all requirements for filing a Form S-3 and has duly caused this
Registration Statement to be signed on its behalf by the undersigned, thereunto
duly authorized, in the City of Fort Worth, County of Tarrant, State of Texas,
on January 29, 2001.


                              AMERICREDIT CAPITAL TRUST I

                              By:   AmeriCredit Corp.,
                                    as Depositor


                              By:   /s/ Michael R. Barrington
                                    -------------------------
                                    Michael R. Barrington
                                    Vice Chairman of the Board, Chief Executive
                                    Officer and President
<PAGE>

                                  SIGNATURES

     Pursuant to the requirements of the Securities Act of 1933, as amended, the
Company certifies that it has reasonable grounds to believe that it meets all
requirements for filing a Form S-3 and has duly caused this Registration
Statement to be signed on its behalf by the undersigned, thereunto duly
authorized, in the City of Fort Worth, County of Tarrant, State of Texas, on
January 29, 2001.

                                    AMERICREDIT FINANCIAL SERVICES, INC.



                                    By: /s/ Michael R. Barrington
                                        -------------------------
                                        Michael R. Barrington
                                        Vice Chairman of the Board and Chief
                                        Executive Officer

     Each individual whose signature appears below hereby designates and
appoints Michael R. Barrington, 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
true and lawful attorney-in-fact and agents (the "Attorneys-in-Fact") with full
power of substitution and resubstitution, for such person and in such 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 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 Attorney's-in-
Fact or either of them, or their substitute or substitutes, may lawfully do or
cause to be done by virtue 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 capacities and on the dates indicated.


<TABLE>
<CAPTION>
         SIGNATURE                                TITLE                              DATE
         ---------                                -----                              ----
<S>                                 <C>                                       <C>
/s/ Michael R. Barrington           Vice Chairman of the Board and            January 29, 2001
----------------------------        Chief Executive Officer
Michael R. Barrington               (Principal Executive Officer)

/s/ Daniel E. Berce                 Vice Chairman of the Board and            January 29, 2001
----------------------------        Chief Financial Officer
Daniel E. Berce                     (Principal Financial and
                                    Accounting Officer)

/s/ Edward H. Esstman               Vice Chairman, President, and             January 29, 2001
----------------------------        Chief Operating Officer
Edward H. Esstman

</TABLE>
<PAGE>

                                  SIGNATURES

     Pursuant to the requirements of the Securities Act of 1933, as amended, the
Company certifies that it has reasonable grounds to believe that it meets all
requirements for filing a Form S-3 and has duly caused this Registration
Statement to be signed on its behalf by the undersigned, thereunto duly
authorized, in the City of Fort Worth, County of Tarrant, State of Texas, on
January 29, 2001.

                              AMERICREDIT MANAGEMENT COMPANY



                              By: /s/ Michael R. Barrington
                                  -------------------------
                                  Michael R. Barrington
                                  Vice Chairman of the Board,
                                  Chief Operating Officer and President

     Each individual whose signature appears below hereby designates and
appoints Michael R. Barrington, 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
true and lawful attorney-in-fact and agents (the "Attorneys-in-Fact") with full
power of substitution and resubstitution, for such person and in such 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 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 Attorney's-in-
Fact or either of them, or their substitute or substitutes, may lawfully do or
cause to be done by virtue 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 capacities and on the dates indicated.

         SIGNATURE                        TITLE                      DATE
         ---------                        -----                      ----

/s/ Michael R. Barrington      Vice Chairman of the Board,    January 29, 2001
----------------------------   Chief Operating Officer and
Michael R. Barrington          President

/s/ Daniel E. Berce            Vice Chairman of the Board     January 29, 2001
----------------------------   and Chief Financial Officer
Daniel E.  Berce

<PAGE>

                                  SIGNATURES

     Pursuant to the requirements of the Securities Act of 1933, as amended, the
Company certifies that it has reasonable grounds to believe that it meets all
requirements for filing a Form S-3 and has duly caused this Registration
Statement to be signed on its behalf by the undersigned, thereunto duly
authorized, in the City of Fort Worth, County of Tarrant, State of Texas, on
January 29, 2001.

                              ACF INVESTMENT CORP.



                              By: /s/ Michael R. Barrington
                                  -------------------------
                                  Michael R. Barrington
                                  Vice Chairman of the Board, President and
                                  Chief Executive Officer

     Each individual whose signature appears below hereby designates and
appoints Michael R. Barrington, 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
true and lawful attorney-in-fact and agents (the "Attorneys-in-Fact") with full
power of substitution and resubstitution, for such person and in such 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 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 Attorney's-in-
Fact or either of them, or their substitute or substitutes, may lawfully do or
cause to be done by virtue 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 capacities and on the dates indicated.


         SIGNATURE                        TITLE                      DATE
         ---------                        -----                      ----


/s/ Daniel E. Berce           Vice Chairman of the Board and  January 29, 2001
----------------------------  Chief Financial Officer
Daniel E. Berce               (Principal Financial and
                              Accounting Officer)

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

<PAGE>

                                  SIGNATURES

     Pursuant to the requirements of the Securities Act of 1933, as amended, the
Company certifies that it has reasonable grounds to believe that it meets all
requirements for filing a Form S-3 and has duly caused this Registration
Statement to be signed on its behalf by the undersigned, thereunto duly
authorized, in the City of Fort Worth, County of Tarrant, State of Texas, on
January 29, 2001.

                         AMERICREDIT FINANCIAL SERVICES OF CANADA LTD.



                         By: /s/ Michael R. Barrington
                             -------------------------
                             Michael R. Barrington
                             Chief Executive Officer

     Each individual whose signature appears below hereby designates and
appoints Michael R. Barrington, 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
true and lawful attorney-in-fact and agents (the "Attorneys-in-Fact") with full
power of substitution and resubstitution, for such person and in such 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 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 Attorney's-in-
Fact or either of them, or their substitute or substitutes, may lawfully do or
cause to be done by virtue 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 capacities and on the dates indicated.


         SIGNATURE                      TITLE                     DATE
         ---------                      -----                     ----

/s/ Michael R. Barrington     Chief Executive Officer     January 29, 2001
---------------------------
Michael R. Barrington


/s/ Peter Kidd                Director                    January 29, 2001
----------------------------
Peter Kidd



<PAGE>

                                  SIGNATURES

     Pursuant to the requirements of the Securities Act of 1933, as amended, the
Company certifies that it has reasonable grounds to believe that it meets all
requirements for filing a Form S-3 and has duly caused this Registration
Statement to be signed on its behalf by the undersigned, thereunto duly
authorized, in the City of Fort Worth, County of Tarrant, State of Texas, on
January 29, 2001.

                              AMERICREDIT CORPORATION OF CALIFORNIA



                              By: /s/ Michael R. Barrington
                                  -------------------------
                                  Michael R. Barrington
                                  Vice Chairman of the Board,
                                  Chief Executive Officer and
                                  President

     Each individual whose signature appears below hereby designates and
appoints Michael R. Barrington, 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
true and lawful attorney-in-fact and agents (the "Attorneys-in-Fact") with full
power of substitution and resubstitution, for such person and in such 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 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 Attorney's-in-
Fact or either of them, or their substitute or substitutes, may lawfully do or
cause to be done by virtue 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 capacities and on the dates indicated.


         SIGNATURE                         TITLE                      DATE
         ---------                         -----                      ----


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


/s/Daniel E. Berce             Vice Chairman of the Board     January 29, 2001
----------------------------   and Chief Financial Officer
Daniel E. Berce                (Principal Financial and
                               Accounting Officer)

<PAGE>

                                 EXHIBIT INDEX


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.
<PAGE>

               (incorporated by reference to Exhibit 4.1 to the Company's
               Current Report on Form 8-K dated September 7, 1999).

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.