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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 8-K
CURRENT REPORT PURSUANT TO SECTION 13 OR 15(D) OF
THE SECURITIES AND EXCHANGE ACT OF 1934
February 23, 1998
(Date of Report - Date of Earliest Event Reported)
NATIONAL AUTO CREDIT, INC.
(Exact Name of Registrant as Specified in its Charter)
DELAWARE 1-11513 34-1816760
(State or Other Jurisdiction of (Commission (I.R.S. Employer
Incorporation or Organization) File No.) Identification No.)
30000 Aurora Road, Solon, Ohio 44139
(Address of Principal Executive Offices and Zip Code)
(440) 349-1000
(Registrant's Telephone Number, Including Area Code)
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Item 5. Other Events
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On February 23, 1998, the Company issued the following press release:
National Auto Credit, Inc. (NYSE:NAK) announced that at a special meeting of the
Board of Directors of National Auto Credit, Inc., held on February 21, 1998, the
Board by a 4 to 4 vote declined to reinstate Sam Frankino as Chairman of the
Company, and to make him interim Chief Executive Officer and Chief Operating
Officer. The day before the meeting, Mr. Frankino, as the Company's majority
shareholder, had filled three purported vacancies on the Board with his own
nominees, namely, John A. Gleason, Jim McNamara and William Marshall. Hunter
Brown, Noah Herndon and Per Hoel, the three outside directors who were already
in office, voted against reinstatement, as did Robert J. Bronchetti, who is on
leave of absence as the Company's Chief Executive Officer and President.
At Board meetings held on January 16 and 19, 1998, Messrs. Brown, Herndon and
Hoel were empowered, as a Special Committee, to investigate information provided
to the Company by its former auditors, Deloitte & Touche, LLP, concerning
potentially improper activities that might affect the Company's financial
accounting records. The Special Committee was also empowered by unanimous vote
to perform, during the pendency of the investigation, the functions of the
Chairman and President of the Company. Mr. Frankino sought reinstatement even
though the investigation has not yet been concluded.
The statements contained in this release that are not purely historical are
forward looking statements within the meaning of the Securities and Exchange Act
of 1934. Among the factors that could cause actual results to differ materially
from the forward looking statements are the potential for greater than
anticipated non-performing contracts, the potential for lower than anticipated
recoverability of amounts advanced to the Company's member dealers, availability
of funds under the Company's financing arrangements, and other factors as
discussed in the Company's reports filed with the Securities and Exchange
Commission.
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SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the
registrant has duly caused this report to be signed on its behalf by the
undersigned hereunto duly authorized.
NATIONAL AUTO CREDIT, INC.
(Registrant)
Date: February 23, 1998 BY: /s/ Raymond A. Varcho
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Vice President, General Counsel
and Secretary
