<PAGE> 1
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
SCHEDULE 13D
(Rule 13d-101)
INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT
TO RULE 13d-1(a) AND AMENDMENTS THERETO FILED PURSUANT TO
RULE 13d-2(a)
(Amendment No. 3)(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) 552-3200
(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)
April 20, 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 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. 1 TO SCHEDULE 13D
PURSUANT TO RULE 13d-2(a)
OF THE
GENERAL RULES AND REGULATIONS
UNDER THE
SECURITIES EXCHANGE ACT OF 1934, AS AMENDED
This Amendment No. 3 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.
The Reporting Persons are filing this Schedule 13D to reflect the new
information set forth herein, including the fact that, as a result of a proxy
granted to Mr. Garcia by Mr. Sam J. Frankino, The Corrine L. Dodero Trust for
the Arts & Sciences, and The Samuel J. and Connie M. Frankino Charitable
Foundation (the "Frankino Persons") giving Mr. Garcia the right to vote over 50%
of the capital stock of the issuer, the Reporting Persons and the Frankino
Persons may be deemed to constitute a "group" within the meaning of Section
13(d) of the Securities Exchange Act of 1934 (the "Exchange Act"), and Mr.
Garcia may be deemed to control the issuer. Nothing contained herein shall be
construed as an admission that the Reporting Persons, together with the Frankino
Persons, constitute a "person" or "group" for any purpose. Pursuant to Rule
13d-1(k)(2) under the Exchange Act, the Reporting Persons are making this filing
individually rather than jointly with the Frankino Persons.
2
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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 12 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*
PF
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 2,715,630
SHARES
BENEFICIALLY 8 SHARED VOTING POWER 134,000
OWNED BY
EACH 9 SOLE DISPOSITIVE POWER 2,715,630
REPORTING
PERSON WITH 10 SHARED DISPOSITIVE POWER 134,000
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
2,849,630
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
SHARES* /X/
Excludes 15,743,012 subject to a proxy granted to Ernest C. Garcia
II, representing 55% of the voting shares of the issuer; the
Reporting Person hereby disclaims beneficial ownership of all these
shares and disclaims that it is acting as a "group" with the Frankino
Persons. See Items 4 and 5.
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
9.98%
3
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14 TYPE OF REPORTING PERSON*
IN
CUSIP NO. 632900 10 6 13D PAGE __4__ OF 12 PAGES
1 NAMES OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOs. OF ABOVE PERSONS (ENTITIES ONLY)
Verde Investments, Inc.
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) / /
(b) /X/
3 SEC USE ONLY
4 SOURCE OF FUNDS*
WC
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 134,000
OWNED BY
EACH 9 SOLE DISPOSITIVE POWER 0
REPORTING
PERSON WITH 10 SHARED DISPOSITIVE POWER 134,000
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
134,000
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
SHARES* /X/
Excludes 15,743,012 subject to a proxy granted to Ernest C. Garcia
II, representing 55% of the voting shares of the issuer; the
Reporting Person hereby disclaims beneficial ownership of all these
shares and disclaims that he is acting as a "group" with the
Frankino Persons. See Items 4 and 5.
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
0.5%
4
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14 TYPE OF REPORTING PERSON*
CO
5
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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.
The information in Item 2 is revised in its entirety to read as follows:
(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. 3 ("Amendment No. 3") 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 direct beneficial
ownership of Common Stock of NAC; (ii) Mr. Garcia, by virtue of his 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 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.
In addition, as described in Item 4, the Reporting Persons and the Frankino
Persons may be deemed to constitute a "group" for purposes of Section 13(d)(3)
of the Act. The Reporting Persons expressly disclaim that they have agreed to
act as a group with the Frankino Persons.
(b) ADDRESS OF PRINCIPAL BUSINESS OFFICE OR, IF NONE, RESIDENCE:
A. Mr. Garcia -- 2525 East Camelback Road, Suite 1150,
Phoenix, Arizona 85016
B. Verde -- 2525 East Camelback Road, Suite 1150, Phoenix, Arizona 85016
Also, see Schedule 1 attached hereto.
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(c) PRINCIPAL OCCUPATION OR EMPLOYMENT AND THE NAME, PRINCIPAL BUSINESS AND
ADDRESS OF CORPORATION IN WHICH EMPLOYMENT IS CONDUCTED:
A. Mr. Garcia -- Chairman and Chief Executive Officer of Ugly Duckling
Corporation, used automobile retail sales and finance company, 2525
E. Camelback Rd, Suite 500, Phoenix, AZ 85016; (2) Chairman, Chief
Executive Officer and President of Cygnet Financial Corporation
("Cygnet"), providing various financial services primarily to the
sub-prime segment of the automobile finance industry; (3) President,
sole director and sole shareholder of Verde.
B. Verde -- Verde is an investment company involved in real estate and
other types of investments. See Information set forth under this Item
2. Also, see Schedule 1 attached hereto. Cygnet's and Verde's
addresses for their principal businesses and principal offices are
the same as the address provided under Item 2(b).
(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:
During the past five years, none of the Reporting Persons nor, to the best
knowledge of such persons, any of the persons named in Schedule 1 to this
Amendment No. 3, has been convicted in a criminal proceeding (excluding traffic
violations or similar misdemeanors). However, prior to 1992, Mr. Garcia was
involved in various real estate, securities, and banking ventures. Arising out
of two transactions in 1987 between Lincoln Savings and Loan Association
("Lincoln") and entities controlled by Mr. Garcia, the Resolution Trust
Corporation ("RTC"), which ultimately took over Lincoln, asserted that Lincoln
improperly accounted for the transactions and that Mr. Garcia's participation in
the transactions facilitated the improper accounting. Facing severe financial
pressures, Mr. Garcia agreed to plead guilty to one count of bank fraud, but in
light of his cooperation with authorities both before and after he was charged,
was sentenced to only three years probation, which has expired, was fined $50
(the minimum fine the court could assess), and during the period of his
probation, which ended in 1996, was banned from becoming an officer, director or
employee of any federally-insured financial institution or a securities firm
without governmental approval. In separate actions arising out of this matter,
Mr. Garcia agreed not to violate the securities laws, and filed for bankruptcy
both personally and with respect to certain entities he controlled. The
bankruptcies were discharged by 1993.
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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:
During the past five years, none of the Reporting Persons nor, to the best
knowledge of such persons, any of the persons named in Schedule 1 to this
Amendment No. 3, was a party to a civil proceeding of a judicial or
administrative body of competent jurisdiction as a result of which such person
was or is subject to a judgment, decree or final order enjoining future
violations of, or prohibiting or mandating activity subject to, federal or state
securities laws or finding any violation with respect to such laws. However, for
Mr. Garcia, see the summary under Item 2(e) above.
(f) CITIZENSHIP:
A. Mr. Garcia -- United States of America
B. Verde -- Arizona. Also, see Schedule 1 attached hereto.
ITEM 3. SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION
The information in Item 3 is supplemented as follows:
On December 18, 1998, Garcia purchased 60,000 shares of NAC's common stock for
an aggregate purchase price of $57,000. On March 26, 1999, Mr. Garcia purchased
an additional 25,000 shares for an aggregate purchase price of $27,500. On
January 5, 1999, Verde purchased 30,000 shares for an aggregate purchase price
of $29,000. All purchases were made using personal funds (Mr. Garcia) and
working capital funds (Verde). No borrowings or other types of consideration
other than cash has been used to date for these purchases. If and when future
purchases of NAC securities are made, the Reporting Persons may use a variety of
sources of funds; however, the Reporting Persons have no present plan,
arrangement, or understanding in connection with sources of funds for future
purchases of the securities.
ITEM 4. PURPOSE OF TRANSACTION.
The information set forth in Item 4 is replaced with the following:
On April 20, 1999, Sam J. Frankino, who directly owns 14,016,560 shares and has
both shared voting and investment power with respect to 1,000,000 shares held by
The Corrine L. Dodero Trust for the Arts & Sciences and 726,452 shares held by
The Samuel J. and Connie M. Frankino Charitable Foundation (collectively, the
"Frankino Persons")(together representing 55% of the outstanding common stock of
NAC), executed a revocable proxy in favor of Mr. Garcia, authorizing Mr. Garcia,
in his discretion, to vote the Frankino Persons' shares in connection with any
matter which may be taken by the stockholders of NAC at any annual or special
meeting (or by written consent in lieu thereof), including, without limitation,
with respect to any amendment to the Certificate of Incorporation or Bylaws
8
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of NAC, or the election and or removal of the directors of NAC; provided,
however, that the proxy is not effective with respect to any merger,
consolidation, or sale of assets of NAC. No contract, arrangement, relationship
or understanding (either oral or written) exists among the Reporting Persons and
the Frankino Persons which would require Mr. Garcia to vote the Frankino
Persons' shares in any particular manner or on any particular matter.
On April 20, 1999, Mr. Garcia and Verde delivered an action by written consent
to NAC pursuant to which Mr. Garcia and Mr. Steven Johnson were elected to fill
two vacancies as directors of NAC. On that same day, Mr. Garcia delivered a
letter to NAC's Board of Directors requesting that NAC provide Mr. Garcia with
copies of certain books and records of NAC, and Mr. Garcia and Mr. Johnson sent
notice of a special meeting of the board of directors.
Mr. Garcia's actions in seeking the Frankino Persons' proxy, in nominating two
board members, and in requesting information about NAC were precipitated by a
number of factors including:
- - His desire for greater information regarding NAC and its financial
condition, operations and prospects. In this regard, for several
periods NAC has not made required filings with the Securities and
Exchange Commission disclosing information about its business,
operations and management, and including audited financial statements
and management's analysis thereof, and
- - His belief that, with their industry experience and contacts, he and
Mr. Johnson will be able to assist NAC in evaluating strategic
alternatives.
Mr. Garcia intends to pursue a policy of cooperation with current board members
and management to address these issues. However, if he is not satisfied with
NAC's progress toward these issues, the Reporting Persons may consider other
alternatives with respect to their investment of the NAC securities including,
without limitation, plans or proposals such as the following: (1) changing the
Certificate of Incorporation or By-Laws of NAC; (2) changing the management
or board of directors of NAC; (3) changing the capitalization of NAC; (4)
terminating NAC's registration of its securities pursuant to Section 12(g)(4) of
the Securities Exchange Act of 1934, as amended; (5) effecting a corporate
transaction, such as a merger, reorganization or sale or purchase of assets or a
joint venture, partnership or management arrangement involving NAC or any of its
subsidiaries and/or affiliate entities or persons, which may include
transactions with other entities in which the Reporting Persons have an
ownership interest; (6) acquiring additional securities of NAC; (7) disposing of
NAC securities through sales, transfers and other means; (8) other changes in
NAC's business or corporate structure; and (9) other actions similar to any of
those listed above.
ITEM 5. INTEREST IN SECURITIES OF THE ISSUER.
The information set forth in Item 5 is amended as to items (a) and (b) and
supplemented as to item (c) as follows:
(a) AGGREGATE NUMBER AND PERCENTAGE OF SECURITIES BENEFICIALLY OWNED:
Verde is the direct beneficial owner of 134,000 shares of Common Stock,
representing 0.5% of NAC's Common Stock. Mr. Garcia is the direct
beneficial owner of 2,715,630 shares of Common
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Stock and the indirect beneficial owner of 134,000 shares of Common
Stock owned by Verde, together representing 9.98% and 2,849,630 shares
of NAC Common Stock. By virtue of the relationship between Mr. Garcia
and Verde described in Item 2, Mr. Garcia may be deemed to possess
indirect beneficial ownership of the shares of Common Stock
beneficially owned by Verde.
Mr. Frankino has informed the Reporting Persons that, as of April 20,
1999, Mr. Frankino directly owns 14,016,560 shares and has both shared
voting and investment power with respect to 1,000,000 shares held by
The Corrine L. Dodero Trust for the Arts & Sciences and to 726,452
shares held by The Samuel J. and Connie M. Frankino Charitable
Foundation (collectively, the "Frankino Persons"), together by virtue
of the proxy granted to Mr. Garcia by Mr. Frankino as described in Item
4, Mr. Garcia and Verde may be deemed to possess indirect beneficial
ownership of the shares of Common Stock beneficially owned by Mr.
Frankino. The filing of this Amendment No. 3 by Mr. Garcia and Verde is
not an admission that either Mr. Garcia or Verde is, for the purpose of
Section 13(d) or 13(g) of the Act, the beneficial owner of any
securities owned by Mr. Frankino, and Mr. Garcia and Verde hereby
disclaim beneficial ownership of all shares of Common Stock held by Mr.
Frankino and disclaim that they are acting as a "group" with Mr.
Frankino. Mr. Frankino has informed the Reporting Persons that he
intends to file his own Schedule 13D to report the matters described
herein.
(b) NUMBER OF SHARES AS TO WHICH SUCH PERSON HAS:
Mr. Garcia has the sole power to vote or direct the vote of the
2,715,630 shares of Common Stock beneficially owned by Mr. Garcia. By
virtue of his relationship to Verde (see Item 2), Mr. Garcia may be
deemed to indirectly share the power to vote or direct the vote of
134,000 shares of Common Stock owned directly by Verde.
Verde has the sole power to dispose of or direct the disposition of the
134,000 shares of Common Stock beneficially owned by Verde. By virtue
of the relationship between Mr. Garcia and Verde (see above and Item
2), Verde may be deemed to share with Mr. Garcia the power to dispose
of or direct the disposition of 134,000 shares of Common Stock.
(c) TRANSACTION EFFECTED DURING THE PAST 60 DAYS OR SINCE THE MOST RECENT FILING
ON SCHEDULE 13D, WHICHEVER IS LESS:
See Item 3.
ITEM 6. CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR RELATIONSHIPS WITH
RESPECT TO SECURITIES OF THE ISSUER.
As disclosed in Item 4, on April 20, 1999, the Frankino Persons executed a
revocable proxy in favor of Mr. Garcia, authorizing Mr. Garcia, in his
discretion, to vote the Frankino Persons' shares in connection with any matter
which may be taken by the stockholders of NAC at any annual or special meeting
(or by written consent in lieu thereof), including, without limitation, with
respect to any amendment to the Certificate of Incorporation or Bylaws of NAC,
or the election and or removal of the directors of NAC; provided, however, that
the proxy is not effective with respect to any merger, consolidation,
combination, disposition, or sale of assets of NAC.
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No contract, arrangement, relationship or understanding (either oral or written)
exists among Mr. Garcia and the Frankino Persons as which would require Mr.
Garcia to vote the Frankino Persons' shares in any particular manner or on any
particular matter.
ITEM 7. MATERIAL TO BE FILED AS EXHIBITS.
Exhibit 99.1: Proxy, dated April 20, 1999
Exhibit 99.2: Letter to NAC Board of Directors from Garcia, dated
April 20, 1999
Exhibit 99.3: Action by Written Consent of the Stockholders of NAC, dated
April 20, 1999
Exhibit 99.4: Agreement re Joint Filing of Schedule 13D, Amendment No. 3.
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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: April 20, 1999 /s/
---------------------------------------
Ernest C. Garcia II
Dated: April 20, 1999 Verde Investments, Inc.
an Arizona corporation
By: /s/
----------------------------
Name: Ernest C. Garcia II
Its: President
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SCHEDULE 1 TO SCHEDULE 13D, AMENDMENT NO. 3
EXECUTIVE OFFICERS AND DIRECTORS
INFORMATION FOR VERDE INVESTMENTS, INC.
Ernest C. Garcia II Director, President and Sole Shareholder
Steven P. Johnson Vice President/General Counsel/Secretary
Randall Andrus Vice President/Real Estate
Nancy V. Young Treasurer
(1) Each person is a citizen of the United States. Each person's
principal office and principal business address is the same as
that listed under Item 2(b) of Amendment No.3.
(2) In addition to the listed positions, Mr. Johnson is the Senior
Vice President and General Counsel of both Ugly Duckling
Corporation and Cygnet Financial Corporation. These companies
and businesses are described within Item 2 of Amendment No. 3.
<PAGE> 14
EXHIBIT INDEX
Exhibit No. Description
- ----------- -----------
Exhibit 99.1: Proxy, dated April 20, 1999
Exhibit 99.2: Letter to NAC Board of Directors from Garcia, dated
April 20, 1999
Exhibit 99.3: Action by Written Consent of the Stockholders of NAC, dated
April 20, 1999
Exhibit 99.4: Agreement re Joint Filing of Schedule 13D, Amendment No. 3.
<PAGE> 1
Exhibit 99.1
PROXY
The undersigned (each a "Stockholder" and collectively, the
"Stockholders"), being the record and beneficial owner of an aggregate of
Fifteen Million, Seven Hundred Forty Three Thousand, Twelve (15,743,012) shares
(the "Shares") of common stock, $.05 par value, of NATIONAL AUTO CREDIT, INC.
(the "Corporation"), a corporation organized and existing under the laws of the
State of Delaware, do each hereby constitute and appoint Ernest C. Garcia II
("Garcia") as each Stockholder's true and lawful attorney, for the Stockholder
and in the Stockholder's name, place and stead, to vote in Garcia's sole
discretion as the Stockholder's sole proxy all of the Shares owned or controlled
by the Stockholder in connection with any matter which may be taken by the
stockholders of the Corporation at any annual or special meeting (or by written
consent in lieu thereof), including, without limitation, with respect to any
amendment to the Certificate of Incorporation or Bylaws of the Corporation or
the election and or removal of the directors of the Corporation; provided,
however, that (i) the foregoing grant of proxy shall not be effective with
respect to any merger, consolidation, combination, disposition or sale of assets
of the Corporation, and (ii) the foregoing grant of proxy is effective for the
purpose set forth herein only and may be revoked at any time (but not for
actions which have already been voted on) by the Stockholder in his sole
discretion upon written notice by facsimile, regular or overnight mail to Garcia
at 2525 East Camelback Road, Suite 1150, Phoenix, Arizona 85016, facsimile
number: (602)522-3159. Any such communications will be effective upon the
earlier of (i) actual receipt by Garcia, (ii) the date shown on the return
receipt of such mailing, or (iii) three days after deposit in the mail.
<PAGE> 2
DATE: , 1999
------------------
----------------------------------
Sam J. Frankino
State of )
------------- ) ss.
County of )
-------------
I, a Notary Public in and for the jurisdiction aforesaid, do hereby
satisfy that Sam J. Frankino personally appeared before me in said jurisdiction
and, being personally well known to me (or satisfactorily proven), did
subscribe, swear and acknowledge the foregoing instrument and did acknowledge to
me that he executed such document as his free act and deed.
Subscribed and sworn to before me this day of , 1999.
---- -----------
By:
--------------------------------
Notary Public
Print Name:
-----------------------
My Commission Expires:
-------------
<PAGE> 3
DATE: , 1999
-------------------
Samuel J. and Connie M. Frankino
Charitable Foundation
By:
-------------------------------
Its:
-------------------------------
State of )
------------- ) ss.
County of )
----------------
I, a Notary Public in and for the jurisdiction aforesaid, do hereby
satisfy that Sam J. Frankino personally appeared before me in said jurisdiction
and, being personally well known to me (or satisfactorily proven), did
subscribe, swear and acknowledge the foregoing instrument and did acknowledge to
me that he executed such document as his free act and deed.
Subscribed and sworn to before me this day of , 1999.
---- -------------
By:
-------------------------------
Notary Public
Print Name:
-----------------------
My Commission Expires:
-------------
<PAGE> 4
DATE: , 1999
-------------------
Corrine L. Dodero Trust for the Arts &
Sciences
By:
-------------------------------
Its:
-------------------------------
State of )
------------- ) ss.
County of )
----------------
I, a Notary Public in and for the jurisdiction aforesaid, do hereby
satisfy that Sam J. Frankino personally appeared before me in said jurisdiction
and, being personally well known to me (or satisfactorily proven), did
subscribe, swear and acknowledge the foregoing instrument and did acknowledge to
me that he executed such document as his free act and deed.
Subscribed and sworn to before me this day of , 1999.
---- ------------
By:
-------------------------------
Notary Public
Print Name:
-----------------------
My Commission Expires:
-------------
<PAGE> 1
Exhibit 99.2
April 20, 1999
Richard Cohen, President
Board of Directors
NATIONAL AUTO CREDIT, INC.
30000 Aurora Road
Solon, Ohio 44139
Re: Request for Copies of Certain Books and Records of National Auto
Credit, Inc.
Gentlemen:
Enclosed please find a copy of a written consent which is being
delivered to National Auto Credit, Inc. (the "Company") pursuant to Section 228
of the Delaware General Corporation Laws.
Through the enclosed written consent, the holders of a majority of the
voting power of the Company's Common Stock have elected two new directors to the
board of directors of the Company. I am one of the two new directors and also a
shareholder of the Company.
Pursuant to Section 228(d) of the Delaware General Corporation Law, the
Company is required to give prompt notice of the actions taken today by written
consent to those stockholders who have not consented in writing and who, if the
action had been taken at a meeting, would have been entitled to notice of the
meeting if the record date for such meeting had been the date of this letter.
Please let me know, no later than 3:00 p.m. tomorrow afternoon, when the Company
will be giving the required notice to stockholders who did not so consent.
As a director and a shareholder of the Company, I am hereby giving you
notice of my decision to exercise my rights pursuant to Section 220(d) of the
Delaware General Corporation Law to examine the Company's books and records for
the purpose of gaining a full understanding of various matters pertaining to the
Company about which I have concern. Specifically, I hereby request that the
Company provide me with complete copies of the following documents:
1. Minutes of the proceedings of all meetings and actions taken by the
Board of Directors and Stockholders of the Company during the last three (3)
years;
<PAGE> 2
Board of Directors
April 20, 1999
Page 2
2. A current list of stockholders of the Company;
3. The Articles of Incorporation, and any and all amendments thereto,
of the Company and all minutes relating to the Articles or amendments;
4. The Bylaws, and any and all amendments thereto, of the Company and
all minutes relating to the Bylaws or amendments;
5. All analyses, reports, studies and other similar documents prepared
for the Company by investment bankers, management consultants, accountants, or
other professionals at any time during the past three (3) years;
6. Any and all documents prepared within the last three (3) years as
part of an effort to determine the value of the shares of the Company's capital
stock.
7. The financial statements of the Company for each of the past three
(3) fiscal years and any interim period since the last completed fiscal year;
8. The most recently filed state and federal corporate income tax
returns of the Company;
9. All legal, accounting and tax opinions provided to the Company
during the last three (3) years;
10. All stock option agreements and stock option plans currently in
effect for the Company;
11. Any and all employment and consulting agreements to which the
Company is a party or is considering entering into;
12. Documents relating to any threatened or pending litigation against
the Company or any of the Company's current or former officers or directors in
such capacity; and
13. The mailing addresses of each of the Directors of the Company.
<PAGE> 3
Board of Directors
April 20, 1999
Page 3
I will reimburse the Company for the reasonable cost of these copies.
Please let me know no later than 3:00 p.m. tomorrow afternoon when I might
expect to be given access to these materials.
Very truly yours,
/s/
Ernest C. Garcia II
<PAGE> 1
Exhibit 99.3
ACTION BY WRITTEN CONSENT
OF THE STOCKHOLDERS OF
NATIONAL AUTO CREDIT, INC.
APRIL 20, 1999
Pursuant to Section 228 of the General Corporation Law of the State of
Delaware, the undersigned stockholders of National Auto Credit, Inc., a Delaware
corporation (the "Corporation"), do hereby consent to the adoption of the
following resolution without the formality of convening a meeting of the
stockholders, for and as the actions of the Corporation, as of the date set
forth above:
Appointment of Directors
RESOLVED, that Ernest C. Garcia II and Steven Johnson are hereby
elected to fill two (2) of the vacancies on the Board of Directors of the
Corporation, with (i) Ernest C. Garcia II being appointed to the Class of
Directors for which there is a vacancy and whose term is last to expire, and
(ii) Steven Johnson being appointed to the Class of Directors for which there is
a vacancy and whose term is last to expire (after giving effect to the
appointment of Mr. Garcia), and each to serve until their successors are duly
elected and qualified.
General Resolutions
RESOLVED, that this Consent may be signed in one or more counterparts,
each of which shall be deemed an original, but all of which together shall
constitute one and the same document; and
RESOLVED, that this Consent may be executed by facsimile and, upon such
execution, shall have the same force and affect as an original.
Effective Date
RESOLVED, that the foregoing resolutions shall be effective as of the
date first above written.
/s/ Date: April 20, 1999
------------------------------------------------
Ernest C. Garcia II
<PAGE> 2
/s/ Ernest C. Garcia II Date: April 20, 1999
------------------------------------------------
VERDE INVESTMENTS, INC.
By: Ernest C. Garcia II, President
/s/ Ernest C. Garcia II Date: April 20, 1999
------------------------------------------------
By Ernest C. Garcia II
Attorney-in-Fact for Sam Frankino
/s/ Ernest C. Garcia II Date: April 20, 1999
------------------------------------------------
By Ernest C. Garcia II
Attorney-in-Fact for Samuel J.
and Connie M. Frankino
Charitable Foundation
/s/ Ernest C. Garcia II Date: April 20, 1999
------------------------------------------------
By Ernest C. Garcia II
Attorney-in-Fact for Corrine L.
Dodero Trust for the Arts &
Sciences
<PAGE> 1
EXHIBIT 99.4
AGREEMENT RE JOINT FILING OF
SCHEDULE 13D, AMENDMENT NO. 3
The undersigned hereby agrees:
1. Each of them is individually eligible to use the Schedule 13D,
Amendment No. 3 ("Amendment No. 3") to which this Exhibit is attached, and such
Amendment No. 3 is filed on behalf of each of them; and
2. Each of them is responsible for the timely filing of such Amendment
No. 3 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: April 20, 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
