SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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FORM 8-K
CURRENT REPORT PURSUANT
TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
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Date of Report (Date of Earliest Event Reported): December 22, 1997
National Auto Finance Company, Inc.
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(Exact Name of Registrant as Specified in its Charter)
Delaware
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(State or Other Jurisdiction of Incorporation)
0-22067 65-0688619
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(Commission File Number) (I.R.S. Employer
Identification No.)
621 N.W. 53rd Street, Suite 200
Boca Raton, Florida 33487
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(Address of Principal Executive Offices) (Zip Code)
(561) 997-2413
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(Registrant's Telephone Number, Including Area Code)
NOT APPLICABLE
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(Former Name or Former Address, if Changed Since Last Report)
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ITEM 5. OTHER EVENTS.
Filed herewith and incorporated herein by reference is a copy of the
National Auto Finance Company, Inc. (the "Company") Press Release, dated
December 22, 1997, announcing: (1) the private placement of $10 million in
common stock and $40 million principal amount of Senior Subordinated Notes with
detachable warrants; and (2) that the Company reset the exercise price of all
director, officer and employee stock options to $5.25 per share.
ITEM 7. FINANCIAL STATEMENTS, PRO FORMA FINANCIAL INFORMATION AND
EXHIBITS.
(a) Financial Statements of Business Acquired:
Not applicable.
(b) Pro Forma Financial Information:
Not applicable.
(c) Exhibits:
(99) Press Release, dated December 22, 1997.
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SIGNATURE
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 hereto duly authorized.
Date: December 22, 1997.
NATIONAL AUTO FINANCE COMPANY, INC.
By: /s/ Kevin G. Adams
Name: Kevin G. Adams
Title: Chief Financial Officer
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NATIONAL AUTO FINANCE COMPANY, INC.
FORM 8-K
CURRENT REPORT
Exhibit Index
Exhibit No. Description Page
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(99) Press Release,
dated December 22, 1997
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EXHIBIT (99)
[National Auto Finance Company, Inc. Logo]
Contact: Roy E. Tipton Keith B. Stein
President Vice Chairman
(800) 999-7535 (800) 533-8573
NATIONAL AUTO FINANCE COMPANY, INC.
ANNOUNCES PRIVATE PLACEMENT OF $10 MILLION IN COMMON STOCK
AND $40 MILLION OF SENIOR SUBORDINATED NOTES WITH WARRANTS
BOCA RATON, Fla. (December 22, 1997) - National Auto Finance Company, Inc.
(Nasdaq/NM:NAFI) today announced the private placement of $10 million in common
stock and $40 million principal amount of Senior Subordinated Notes with
detachable warrants.
The private placement of the $10 million in common stock will result in the
issuance of approximately 1.9 million shares of the Company's common stock, at
$5.25 per share, to The 1818 Mezzanine Fund L.P., an investment fund sponsored
by Brown Brothers Harriman & Co., and to The Progressive Corporation.
The Notes, which mature in seven years, bear interest at 11.875% per annum
for the first three years, and increase thereafter. In connection with the
placement of the Notes, the Company will issue detachable warrants with a
ten-year maturity, exercisable into common stock of the Company at $0.01 per
share, representing a 9.8% interest in the Company on a fully diluted basis
after giving effect to the issuance of the 1.9 million shares of common stock.
The Notes and warrants are being purchased by The 1818 Mezzanine Fund L.P., by
The Progressive Corporation, and by ManuLife Capital, an affiliate of
Manufacturers Life Insurance Company (U.S.A.).
In connection with the transactions, the Fund and Progressive are entitled
to nominate, collectively, two individuals to the Company's Board of Directors.
The proceeds of the transactions will be used to fund the projected growth in
the purchase of loans by the Company, provide for working capital requirements,
repay certain senior subordinated indebtedness and a working capital facility of
the Company, and for other general corporate purposes. First Union Capital
Markets Corp., the investment banking subsidiary of Charlotte-based First Union
Corporation, acted as placement agent for the transactions.
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EXHIBIT (99)
NAFI Announces Private Placement
Page 2
December 22, 1997
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In an unrelated matter, the Company also reported that it has reset the
exercise price of all director, officer and employee stock options to $5.25 per
share. Roy Tipton, NAFI's president, commented, "The Company believes that this
move enables it to maintain the high level of motivation among the Company's key
personnel; and the new exercise price is in excess of the Company's current
stock price and is equal to the price being paid by the Fund and Progressive."
National Auto Finance is a specialized consumer finance company engaged in
the purchase, securitization and servicing of automobile loans primarily
originated by manufacturer-franchised automobile dealers for non-prime
consumers. The Company markets its products and services to dealers through the
efforts of its direct sales force and through strategic referral and marketing
alliances with financial and other institutions that have established
relationships with dealers, including an exclusive referral agreement with First
Union National Bank, a subsidiary of First Union Corporation. The Company has
contractual relationships with approximately 2,140 dealers in 29 states.
This press release shall not constitute an offer to sell or the
solicitation of an offer to buy, nor shall there be any sale of these securities
in any state in which such offer, solicitation or sale would be unlawful under
the securities laws of any such state. The securities to be sold in connection
with the private placements discussed herein have not been registered under the
Securities Act of 1933 or any state securities law, and may not be offered or
sold in the United States or in any state thereof absent registration or an
applicable exemption from the registration requirements of the Securities Act.
This news release contains statements that are forward-looking statements
within the meaning of applicable federal securities laws and are based upon the
Company's current expectations and assumptions, which are subject to a number of
risks and uncertainties, which could cause actual results to differ materially
from those anticipated. Primary factors that could cause actual results to
differ include the availability of financing on terms and conditions acceptable
to the Company, the ability of the Company to securitize its finance contracts
in the asset-backed securities market on terms and conditions acceptable to the
Company, and changes in the quality or composition of the serviced loan
receivable portfolio. Certain of these as well as other factors are described in
more detail in the Company's Annual Report on Form 10-K for the year ended
December 31, 1996, and in certain other reports filed by the Company with the
Securities and Exchange Commission in fiscal year 1997.
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