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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
_______________
SCHEDULE 13D
UNDER THE SECURITIES EXCHANGE ACT OF 1934
(AMENDMENT NO. 6)(1)
National Auto Credit, Inc.
(Name of Issuer)
Common Stock, $0.05 Par Value Per Share
(Title of Class or Securities)
632900 10 6
(CUSIP Number)
Ernest C. Garcia II
2525 E. Camelback Road, Suite 1150
Phoenix, Arizona 85016
(602) 522-3200
(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)
December 2, 1999
(Date of Event Which Requires Filing of This Statement)
If the filing person has previously filed a statement on Schedule 13G
to report the acquisition that is the subject of this Schedule 13D, and is
filing this schedule because of Rule 13d-1(e), 13d-1(f) or 13d-1(g), check the
following box [ ].
Note. Schedules filed in paper format shall include a signed original
and five copies of the schedule, including all exhibits. See Rule 13d-7(b) for
other parties to whom copies are to be sent.
(1) The remainder of this cover page shall be filled out for a
reporting person"s initial filing on this form with respect to the subject class
of securities, and for any subsequent amendment containing information which
would alter disclosures provided in a prior cover page.
The information required on the remainder of this cover page shall not
be deemed to be "filed" for the purpose of Section 18 of the Securities Exchange
Act of 1934 ("Act") or otherwise subject to the liabilities of that section of
the Act but shall be subject to all other provisions of the Act (however, see
the Notes).
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AMENDMENT NO. 6 TO SCHEDULE 13D
This Amendment No. 6 amends and supplements the original Schedule 13D
filed with the Securities and Exchange Commission on September 11, 1998 by
Ernest C. Garcia II, as amended by Amendment No. 1 on September 28, 1998, and as
further amended by Amendment No. 2 on November 20, 1998, and as further amended
by Amendment No. 3 on April 20, 1999, and as further amended by Amendment No. 4
on May 14, 1999 and as further amended by Amendment No. 5 on August 16, 1999.
The Reporting Persons are filing this Schedule 13D to reflect the fact
that on December 2, 1999, NAC exercised its option to purchase all of the
combined 2,849,630 shares of NAC held by the Reporting Persons.
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COVER PAGES
The cover pages are hereby amended in their entirety to reflect the foregoing.
CUSIP NO. 632900 10 6 13D PAGE 3 OF 4 PAGES
1 NAMES OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOs. OF ABOVE PERSONS (ENTITIES ONLY)
Ernest C. Garcia II
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) [ ]
(b) [x]
3 SEC USE ONLY
4 SOURCE OF FUNDS*
Not Applicable
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO
ITEM 2(d) or 2(e) [ ]
6 CITIZENSHIP OR PLACE OF ORGANIZATION
U.S.A.
NUMBER OF 7 SOLE VOTING POWER 0
SHARES BENEFICIALLY
OWNED BY 8 SHARED VOTING POWER 0
EACH
REPORTING 9 SOLE DISPOSITIVE POWER 0
PERSON WITH
10 SHARED DISPOSITIVE POWER 0
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING
PERSON 0
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
SHARES [ ]
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 0%
14 TYPE OF REPORTING PERSON*
IN
*See Instructions
3
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CUSIP NO. 632900 10 6 13D PAGE 4 OF 4 PAGES
1 NAMES OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOs. OF ABOVE PERSONS (ENTITIES ONLY)
Verde Investments, Inc.
86-0706842
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) [ ]
(b) [ ]
3 SEC USE ONLY
4 SOURCE OF FUNDS*
Not Applicable
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT
TO ITEM 2(d) or 2(e) [ ]
6 CITIZENSHIP OR PLACE OF ORGANIZATION
U.S.A.
NUMBER OF 7 SOLE VOTING POWER 0
SHARES BENEFICIALLY 8 SHARED VOTING POWER 0
OWNED BY EACH 9 SOLE DISPOSITIVE POWER 0
REPORTING PERSON WITH 10 SHARED DISPOSITIVE POWER 0
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING
PERSON 0
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
SHARES [ ]
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 0%
14 TYPE OF REPORTING PERSON*
CO
*See Instructions
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ITEM 1.
SECURITY AND ISSUER.
Title of Class of
Equity Security: Common Stock, $0.05 par value per share
Name of Issuer: National Auto Credit, Inc. ("NAC")
Address of 30000 Aurora Road
Principal Office: Solon, Ohio 44139
ITEM 2. IDENTITY AND BACKGROUND.
(a) NAME OF PERSON FILING:
A. Ernest C. Garcia -- Ernest C. Garcia II ("Mr. Garcia")
B. Verde Investments, Inc. -- Verde Investments, Inc. ("Verde")
(Garcia and Verde collectively, the "Reporting Persons")
This Schedule 13D, Amendment No. 6 ("Amendment No. 6") is jointly filed by the
Reporting Persons pursuant to Rule 13d-1(k)(1) promulgated by the Securities and
Exchange Commission ("SEC") under Section 13 of the Securities Exchange Act of
1934, as amended (the "Act"): (i) Mr. Garcia, by virtue of his past direct
beneficial ownership of Common Stock of NAC; (ii) Mr. Garcia, by virtue of his
past indirect beneficial ownership of Common Stock via his sole ownership of
all of the common stock of Verde, and (iii) Verde, by virtue of its past direct
beneficial ownership of Common Stock of NAC.
Certain information required by this Item 2 concerning the directors and
executive officers of Verde is set forth on Schedule 1 attached hereto, which is
incorporated herein by reference.
The Reporting Persons may be deemed to constitute a "group" for purposes of
Section 13(d)(3) of the Act.
(b) ADDRESS OF PRINCIPAL BUSINESS OFFICE OR, IF NONE, RESIDENCE:
No change from prior information.
(c) PRINCIPAL OCCUPATION OR EMPLOYMENT AND THE NAME, PRINCIPAL BUSINESS AND
ADDRESS OF CORPORATION IN WHICH EMPLOYMENT IS CONDUCTED:
No change from prior information.
(d) WHETHER DURING LAST FIVE YEARS, SUCH PERSON CONVICTED IN A CRIMINAL
PROCEEDING (EXCLUDING TRAFFIC VIOLATIONS OR SIMILAR MISDEMEANORS) AND,
IF SO, GIVE THE DATES, NATURE OF CONVICTION, NAME AND LOCATION OF
COURT, ANY PENALTY IMPOSED, OR OTHER DISPOSITION OF THE CASE:
No change from prior information.
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(e) WHETHER DURING THE LAST FIVE YEARS, SUCH PERSON WAS A PARTY TO A CIVIL
PROCEEDING OF A JUDICIAL OR ADMINISTRATIVE BODY OF COMPETENT
JURISDICTION AND AS A RESULT OF SUCH PROCEEDING WAS OR IS SUBJECT TO A
JUDGMENT, DECREE OR FINAL ORDER ENJOINING FUTURE VIOLATIONS OF, OR
PROHIBITING OR MANDATING ACTIVITIES SUBJECT TO, FEDERAL OR STATE
SECURITIES LAWS OR FINDING ANY VIOLATION WITH RESPECT TO SUCH LAWS;
AND, IF SO, IDENTIFY AND DESCRIBE SUCH PROCEEDINGS AND SUMMARIZE THE
TERMS OF SUCH JUDGMENT, DECREE OR FINAL ORDER:
No change from prior information.
(f) CITIZENSHIP:
No change from prior information.
ITEM 3. SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION.
Not Applicable.
ITEM 4. PURPOSE OF TRANSACTION.
The information set forth in Item 4 is supplemented as follows:
On December 2, 1999, NAC exercised its option to purchase all of the 2,849,630
shares of NAC held by Mr. Garcia and Verde for $1.50 per share, with $2 million
of the prior payments made to Mr. Garcia being deducted from the purchase price.
Mr. Garcia and Verde received a total of $2,274,445, after deduction of such
amount. Mr. Garcia is prevented from purchasing additional shares of common
stock of NAC for a period of one year from May 10, 1999 without the consent of
the directors of NAC as of May 10, 1999 or directors approved by them. Mr.
Garcia has requested a waiver of this provision.
ITEM 5. INTEREST IN SECURITIES OF THE ISSUER.
The information set forth in Item 5 is amended as follows:
(a) AGGREGATE NUMBER AND PERCENTAGE OF SECURITIES BENEFICIALLY OWNED:
Mr. Garcia and Verde are no longer the beneficial owner of any shares of NAC
common stock.
(b) NUMBER OF SHARES AS TO WHICH SUCH PERSON HAS VOTING AND DISPOSITIVE
POWER:
See Item 4 regarding the repurchase of all shares held by the Reporting Persons.
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(c) TRANSACTIONS EFFECTED DURING THE PAST 60 DAYS OR SINCE THE MOST RECENT
FILING ON SCHEDULE 13D, WHICHEVER IS LESS:
See Item 4.
(d) Not applicable.
(e) On December 2, 1999, the Reporting Persons ceased to be the
beneficial owner of more than 5% of the common stock of NAC.
ITEM 6. CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR RELATIONSHIPS WITH RESPECT TO
SECURITIES OF THE ISSUER.
See Item 4.
ITEM 7. MATERIAL TO BE FILED AS EXHIBITS.
Exhibit 99.1: Agreement re Joint Filing of Schedule 13D, Amendment No. 6
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SIGNATURE
After reasonable inquiry and to the best of my knowledge and belief, I
certify that the information set forth in this statement is true, complete and
correct.
Dated: December 15, 1999 /s/ Ernest C. Garcia II
_________________________________________________
Ernest C. Garcia II
Dated: December 15, 1999 Verde Investments, Inc., an Arizona corporation
By: /s/ Ernest C. Garcia II
______________________________________________
Name: Ernest C. Garcia II
Its: President
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SCHEDULE 1 TO SCHEDULE 13D, AMENDMENT NO. 6
EXECUTIVE OFFICERS AND DIRECTORS
INFORMATION FOR VERDE INVESTMENTS, INC.
No change from prior information.
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EXHIBIT INDEX
Exhibit No. Description
Exhibit 99.1: Agreement re Joint Filing of Schedule 13D,
Amendment No. 6
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EXHIBIT 99.1
AGREEMENT RE JOINT FILING OF
SCHEDULE 13D, AMENDMENT NO. 6
The undersigned hereby agrees:
1. Each of them is individually eligible to use the Schedule 13D,
Amendment No. 6 ("Amendment No. 6") to which this Exhibit is attached, and such
Amendment No. 6 is filed on behalf of each of them; and
2. Each of them is responsible for the timely filing of such Amendment
No. 6 and any further amendments thereto, and for the completeness and accuracy
of the information concerning such person contained therein; but none of them is
responsible for the completeness or accuracy of the information concerning the
other persons making the filing, unless such person knows or has reason to
believe that such information is inaccurate.
DATED: December 15, 1999
ERNEST C. GARCIA II
By: /s/ Ernest C. Garcia II
_____________________________
Ernest C. Garcia II
Its: As an Individual
VERDE INVESTMENTS, INC.
By: /s/ Ernest C. Garcia II
_____________________________
Ernest C. Garcia II
Its: President
