NATIONAL AUTO FINANCE CO INC
8-K, 1998-02-05
PERSONAL CREDIT INSTITUTIONS
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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 EXCHANGE ACT OF 1934

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


       Date of Report (Date of Earliest Event Reported): February 4, 1998

                       National Auto Finance Company, Inc.
  ---------------------------------------------------------------------------
             (Exact Name of Registrant as Specified in its Charter)

                                    Delaware
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                 (State or Other Jurisdiction of Incorporation)

            0-22067                                    65-0688619
- ------------------------------               ------------------------------
   (Commission File Number)                         (I.R.S. Employer
                                                   Identification No.)

       621 N.W. 53rd Street, Suite 200
             Boca Raton, Florida                               33487
- ---------------------------------------------          --------------------
   (Address of Principal Executive Offices)                 (Zip Code)

                                 (561) 997-2413
  ---------------------------------------------------------------------------
              (Registrant's Telephone Number, Including Area Code)

                                 NOT APPLICABLE
  ---------------------------------------------------------------------------
          (Former Name or Former Address, if Changed Since Last Report)



<PAGE>

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
February 4, 1998,  announcing  the  appointment of Joseph P. Donlan and David W.
Young to the Company's Board of Directors.

ITEM 7.   FINANCIAL STATEMENTS, PRO FORMA FINANCIAL INFORMATION AND
          EXHIBITS.

(a)  Exhibits.

          (99) Press Release, dated February 4, 1998.




<PAGE>


                       NATIONAL AUTO FINANCE COMPANY, INC.

                                    FORM 8-K

                                 CURRENT REPORT

                                  Exhibit Index


Exhibit No.                    Description                              Page
- -----------                    -----------                              ----
  (99)                         Press Release,
                               dated February 4, 1998

<PAGE>

                                    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:  February 4, 1998.
                                   NATIONAL AUTO FINANCE COMPANY, INC.

                                   By: /s/ Kevin G. Adams
                                   Name:  Kevin G. Adams
                                   Title:  Chief Financial Officer






                                                                    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 THE APPOINTMENT OF TWO NEW DIRECTORS


BOCA  RATON,  Fla.  (February  4, 1998)  National  Auto  Finance  Company,  Inc.
(Nasdaq/NM:NAFI)  has named  Joseph P. Donlan and David W. Young to its Board of
Directors,  increasing the number of directors to eight. The addition of the two
board seats was made in conjunction  with the  previously  announced $50 million
private  placement  transaction with The 1818 Mezzanine Fund L.P., an investment
fund sponsored by Brown Brothers Harriman & Co., The Progressive Corporation and
ManuLife Capital, an affiliate of Manufacturers Life Insurance Company (U.S.A.).

     Mr.  Donlan,  who has over 27  years  of  experience  with  Brown  Brothers
Harriman & Co., is currently  co-manager of The 1818 Mezzanine Fund L.P., a $250
million  private  equity  fund.  Prior to his current  position,  Donlan was the
Manager of Brown Brothers' USBanking Department with responsibility for managing
five banking groups engaged in international trade finance,  domestic commercial
finance,  financial advisory service and private placement activities.  He has a
Bachelor  of Arts in  Economics  from  Georgetown  University  and a  Master  of
Business Administration from Rutgers University Graduate School of Business.

     Mr. Young currently is Chief  Investment  Officer of Progressive  Partners,
Inc., a $5.5 billion  investment  portfolio for The Progressive  Corporation,  a
$6.5 billion property and casualty company. The portfolio includes fixed-income,
equity, high-yield and alternative investments.  Prior to joining Progressive in
1988, Young was a Vice President with Salomon Brothers, Inc. He holds a Bachelor
of Arts degree from Rutgers.

                                     -MORE-

<PAGE>

NAFI Appoints Two New Directors
Page 2
February 4,1998
- --------------------------------------------------------------------------------

     "Both of these  gentlemen  bring to our Board an excellent  combination  of
financial knowledge and business experience," said Gary Shapiro, chairman of the
Company.  "We look  forward  to  working  with them and  benefiting  from  their
expertise."

     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 30 states.

     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.

                                      -END-



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