<PAGE> 1
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-K/A
(AMENDMENT NO. 2)
(Mark One)
[X] ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
For the fiscal year ended DECEMBER 31, 1998
OR
[ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
For the transition period from ______ to ______
Commission File Number 0-22067
NATIONAL AUTO FINANCE COMPANY, INC.
(Exact name of registrant as specified in its charter)
<TABLE>
<S> <C>
DELAWARE 65-0688619
(State or other jurisdiction of incorporation or organization) (I.R.S Employer
Identification No.)
10302 DEERWOOD PARK BOULEVARD, SUITE 100 JACKSONVILLE, FLORIDA 32256
(Address of principal executive offices) (Zip Code)
</TABLE>
Registrant's telephone number, including area code: (904) 996-2500
Securities registered pursuant to Section 12(b) of the Act: NONE
Securities registered pursuant to Section 12(g) of the Act: COMMON STOCK,
PAR VALUE $0.01 PER SHARE
Indicate by check mark whether the Registrant: (1) has filed all
reports required to be filed by Section 13 or 15(d) of the Securities Exchange
Act of 1934 during the preceding 12 months (or for such shorter period that the
Registrant was required to file such reports), and (2) has been subject to such
filing requirements for the past 90 days. Yes [X] No [ ]
Indicate by check mark if disclosure of delinquent filers pursuant to
Item 405 of Regulation S-K is not contained herein, and will not be contained,
to the best of Registrant's knowledge, in definitive proxy or information
statements incorporated by reference in Part III of this Form 10-K or any
amendment to this Form 10-K. [X]
As of April 26, 1999, the aggregate market value of the common stock of
the Registrant held by non-affiliates, based upon the $0.19 per share closing
price of the Common Stock on such date on the OTC Bulletin Board was
approximately $3,240,143. The number of shares of the registrant's Common Stock
outstanding on April 26, 1999 was 17,280,762.
<PAGE> 2
EXPLANATORY NOTE
This Amendment No. 2 on Form 10-K/A to the Annual Report on Form 10-K for its
fiscal year ended December 31, 1998 of National Auto Finance Company, Inc.
("NAFI" or the "Company"), amends and restates in its entirety Part III.
2
<PAGE> 3
Registrant hereby amends in its entirety Part III of its
Annual Report on Form 10-K for its fiscal year ended December 31, 1998 as
follows:
PART III
ITEM 10. DIRECTORS AND EXECUTIVE OFFICERS
Certain information concerning the executive officers and directors of the
Company as of April 26, 1999 is set forth below:
<TABLE>
<CAPTION>
Name Age Position with the Company
- ---- --- -------------------------
<S> <C> <C>
Keith B. Stein............. 41 Vice Chairman, Chief Executive Officer, Treasurer and Director
William G. Magro........... 49 Executive Vice President, Chief Operating Officer
Thomas Costanza............ 33 Vice President and Chief Financial Officer
Stephen Veth............... 50 Vice President, Secretary and General Counsel
Brent E. Wombolt........... 40 Vice President, Operations and Loan Originations
James E. Shuler............ 38 Vice President, Sales and Marketing
Joseph Glick............... 36 Vice President, Collections and Customer Service
Joseph P. Donlan........... 52 Director
Peter Offermann............ 54 Director
David W. Young............. 56 Director
</TABLE>
Keith B. Stein has been Chief Executive Officer of the Company since May
1998, and was the Chief Financial Officer of the Company from February 1998 to
August 1998, Vice Chairman, Treasurer and a Director of the Company since
January 1997, and was Secretary of the Company from October 1994 to June 1997
and Executive Vice President of the Company from October 1994 to January 1997.
Mr. Stein was a Managing Director of National Financial Companies LLC from
January 1995 to May 1998. Mr. Stein served from March 1993 to September 1994 as
Senior Vice President, Secretary and General Counsel of WestPoint Stevens Inc.,
a textile company, after having served the same company from October 1992 to
February 1993 in the capacity of Acting General Counsel and Secretary. From May
1989 to February 1993, Mr. Stein was associated with the law firm of Weil,
Gotshal & Manges LLP, outside counsel to the Company. Mr. Stein has served as a
director of DVL, Inc., a public company engaged in the real estate finance
business, since September 1996.
William G. Magro has been the Chief Operating Officer of the Company since
January 1998, Executive Vice President of the Company since October 1994 and was
President of the Financial Services Division of the Company from September 1997
to June 1998. Mr. Magro served from January 1985 to August 1994 as a Director of
Collection and Client Services for Omni Financial Services of America ("OFSA").
Mr. Magro served from January 1972 to December 1984 as a Collection Supervisor
and a Dealer Relations Supervisor at General Motors Acceptance Corp.
Thomas Costanza has been the Vice President and Chief Financial Officer of
the Company since August 1998. Mr. Costanza served as Corporate Controller and
acting Chief Financial Officer with Golf Technology Holding Corp. from October
1996 to July 1998. Mr. Costanza held a management position with Barnett Bank
Inc.'s corporate audit group from July 1994 to October 1996.
Stephen Veth has been the Vice President, Secretary and General Counsel of
the Company since March 1999. Mr. Veth served as Vice President and Legal
Counsel of First Street Mortgage Corp. from September 1997 to December 1998. Mr.
Veth was General Counsel of EquiCredit Corporation from July 1990 to August
1997.
Brent E. Wombolt has been Vice President of the Company since February 1998
and Assistant Vice President of the Company from May 1997 to January 1998. Mr.
Wombolt held various positions with First
<PAGE> 4
Merchants Acceptance Corporation from March 1995 through July 1996. Mr. Wombolt
held various positions with OFSA from December 1984 through February 1995.
James E. Shuler has been Vice President of the Company since February 1998
and from May 1996 to February 1998 held various positions with the Company. Mr.
Shuler was employed by Greentree Financial Corporation, a consumer finance
company, as a Collection Manager from March 1995 to May 1996. Prior to that
time, Mr. Shuler was employed by TransSouth Financial Services, also a consumer
finance company, as a Branch Manager from September 1994 to March 1995. Mr.
Shuler held various positions with OFSA from August 1988 to September 1994.
Joseph Glick has been Vice President of the Company since March 1999,
Assistant Vice President since August 1998 to March 1999, and from January 1997
to August 1998 held various positions with the Company. From October 1995 to
January 1997, Mr. Glick was involved in residential construction, and held
several positions with OFSA from September 1988 to October 1995.
Joseph P. Donlan has been a Director of the Company since December 1997 and
is a member of the Audit Committee and the Compensation Committee of the Board
of Directors of the Company. Mr. Donlan has held a number of positions with
Brown Brothers Harriman & Co. ("Brown Brothers") since 1970, and is currently
Co-manager of The 1818 Mezzanine Fund, L.P., a $250 million private equity fund.
Prior to his current position, Mr. Donlan was the Manager of Brown Brothers' US
Banking Department with responsibility for managing five banking groups engaged
in international trade finance, domestic commercial finance, financial advisory
service and private placement activities. Mr. Donlan is also a Director of the
J.H. Heafner Company, System One Service, Inc. and One Call Medical, Inc.
Peter Offermann has been a Director of the Company since January 1997 and
is Chairman of the Audit Committee and a member of the Compensation Committee of
the Board of Directors of the Company. Since January 1995, Mr. Offermann has
served as Executive Vice President and Chief Financial Officer of TLC Beatrice
International Holdings, Inc., a food manufacturing and distribution business.
Since May 1994, Mr. Offermann has been President of Offermann Financial Inc., a
provider of strategic financial advice. From 1968 to April 1994, Mr. Offermann
held a number of positions with Bankers Trust Company and its affiliates,
including Manager Director of BT Investment Partners, Inc. from October 1992 to
May 1994, Managing Director of BT Securities Corporation from October 1991 to
October 1992 and Managing Director of Bankers Trust Company from 1986 to October
1991. Since April 1996, Mr. Offermann has served as a Director of Jan Bell
Marketing, Inc., a jewelry distribution company.
David W. Young has been a Director of the Company since December 1997. From
June 1995 to January 1999, Mr. Young served as the Chief Investment Officer of
The Progressive Corporation, a $4.8 billion property and casualty company. Prior
to that time, Mr. Young served as Senior Managing Director of Progressive
Partners from July 1988 to June 1995. Prior to joining Progressive Partners in
1988, Mr. Young was a Vice President with Salomon Brothers, Inc. from November
1983 to July 1988.
SECTION 16(a) BENEFICIAL OWNERSHIP REPORTING COMPLIANCE
Section 16(a) of the Securities Exchange Act of 1934 requires the Company's
officers and directors, and any persons who own more than ten percent of the
Company's Common Stock to file reports of initial ownership of the Company's
Common Stock and subsequent changes in that ownership with the Securities and
Exchange Commission. Officers, directors and greater than ten-percent beneficial
owners are also required to furnish the Company with copies of all Section 16(a)
forms they file. Based solely upon a review of the copies of the forms furnished
to the Company, or written representations from certain reporting persons that
no Forms 5 were required, the Company believes that during Fiscal 1998, all
Section 16(a) filing requirements were compiled with.
ELECTION OF DIRECTORS
Pursuant to the Certificate of Incorporation and By-laws of the Company,
the Board of Directors consists of such number of directors as the Board of
Directors determines from time to time. The number of directors of
<PAGE> 5
the Board of Directors is currently set at nine and currently consists of four
directors. The directors are divided into three classes. The initial term of
office of the first class of directors ("Class I Directors") expired at the
Annual Meeting of the Company's stockholders in June 1997 and such directors
were re-elected at that meeting for a three-year term expiring at the Annual
Meeting of the Company's stockholders in 2000. The initial term of office of the
second class of directors ("Class II Directors") was scheduled to expire at the
Annual Meeting of the Company's stockholders in 1998. The Class II Directors
resigned from the Board of Directors during calendar year 1998 and the Company
did not have an Annual Meeting in 1998. The third class of directors ("Class III
Directors") will expire at the Annual Meeting of the Company's stockholders in
1999. The terms of office of each class of directors are staggered so that the
terms of no more than one class of directors will expire in any one year.
At each Annual Meeting of stockholders, the directors elected to succeed
those whose terms then expire are elected for a term of office to expire at the
third succeeding Annual Meeting of stockholders, with each director holding
office until his or her successor is duly elected and qualified, or until his or
her earlier resignation or removal. The number of Class I Directors currently is
set at three directors, and currently consists of Mr. Stein, Vice Chairman,
Chief Executive Officer and Treasurer of the Company, Mr. Offermann and one
vacant seat. The number of Class II Directors currently is set at three
directors all of which positions are currently vacant. The number of Class III
Directors is currently set at three directors, and currently consists of Mr.
Donlan, Mr. Young and a vacant seat. In conjunction with the Company's
Restructuring, the Senior Subordinated Noteholders were granted the right to
name three additional persons to the Board of Directors of the Company,
increasing to six seats their total number of Board representatives, thereby
giving them majority control of the Board. Although such designees have not yet
been identified to the Board, it is anticipated that they will be identified and
elected to the Board within the next sixty days.
Messrs. Donlan and Young were named to the Company's Board of Directors in
December 1997, pursuant to certain rights to nominate directors granted to The
1818 Mezzanine Fund, LP (the "1818 Fund") and Progressive Investment Company
(and an affiliate thereof) (collectively, "the Progressive Entities"),
respectively, under the December 1997 Securities Purchase Agreement.
The following former Directors resigned their positions in the months
indicated: Mr. Roy E. Tipton (June 1998); Mr. Stephen L. Gurba (June 1998); Mr.
Gary L. Shapiro (December 1998); and Mr. Morgan M. Schuessler (April 1999).
<PAGE> 6
ITEM 11. EXECUTIVE COMPENSATION.
The following table sets forth information concerning total compensation
earned by or paid to the Company's Chief Executive Officer, the four other most
highly compensated executive officers of the Company employed as of December 31,
1998, and Messrs. Tipton and Adams, who served as executive officers during
1998, but were not serving in such capacity as of December 31, 1998 (the "named
Executive Officers"), during Fiscal 1998, 1997 and 1996 for services rendered to
the Company.
<TABLE>
<CAPTION>
Long-Term
Annual Compensation Compensation
Awards
Securities
Underlying All Other
Name and Principal Position Year(1) Salary Bonus(1) Options/SARs Compensation($)
<S> <C> <C> <C> <C> <C>
Keith B. Stein (2) ..................... 1998 $ 257,808 $ 150,000 85,000 --
Vice Chairman & .................... 1997 -- 75,000 37,500 --
Chief Executive Officer ............ 1996 -- -- -- --
William G. Magro ....................... 1998 173,748 90,000 30,000 121,749(4)
Executive President & .............. 1997 130,000 55,000 35,000 31,290(4)
Chief Operating Officer ............ 1996 110,571 40,839 -- 11,129(4)
Roy E. Tipton .......................... 1998 107,660 -- -- 127,596(5)
Former President ................... 1997 155,000 68,750 65,000 29,350(6)
1996 130,000 59,131 -- 700(3)
Joel B. Ronkin (7) ..................... 1998 135,683 42,000 10,000 4,507
Former Vice President, Secretary ... 1997 53,680 20,000 5,000 --
and General Counsel ................ 1996 -- -- -- --
Martin E. Mattone (7) .................. 1998 129,472 33,000 15,000 --
Former Vice President .............. 1997 83,740 -- -- 188(3)
Loan Originations/Asset ............ 1996 -- -- -- --
Remarketing
Kevin G. Adams (8) ..................... 1998 110,982 -- -- 34,892(8)
Former Senior Vice President ....... 1997 115,000 75,000 27,000 3,357(3)
Finance ............................ 1996 105,000 35,630 -- 810(3)
Brent E. Wombolt ....................... 1998 121,288 20,000 7,500 4,186(3)
Vice President, Operations ......... 1997 78,751 40,000 15,000 481(3)
and Loan Originations .............. 1996 -- -- -- --
</TABLE>
- -----------------
(1) Bonuses for senior management for services rendered in a given year were
finally determined by the Compensation Committee of the Board pursuant to
guidelines established in such executives' employment agreements. These
bonuses were paid by the end of March of the year following the year to
which such bonuses relate. See "--Employment Agreements."
(2) Mr. Stein received no compensation directly from the Company in 1997 and
1996. The Company, however, paid fees and costs to National Financial
Companies, LLC ("NFC"), pursuant to management and service agreements, for
the rendering of various services in support of the Company's operations.
Mr. Stein was formerly a Managing Director of NFC.
(3) Includes contributions made by the Company in accordance with the Company's
401(k) Plan.
<PAGE> 7
(4) Includes (i) contributions made by the Company in accordance with the
Company's 401(k) Plan of $4,057, $1,213, and $87.50 in 1998, 1997 and 1996
respectively, (ii) forgiveness of indebtedness of $40,854 in 1998, and
(iii) $76,838, $30,077 and $11,041 for relocation expenses paid in 1998,
1997 and 1996, respectively.
(5) Includes contributions made by the Company pursuant to the 401(k) Plan of
$2,596 and payment of $125,000 for the severance by Mr. Tipton of his
employment agreement with the Company. Mr. Tipton resigned his position
with the Company effective June 1998.
(6) Includes contributions made by the Company pursuant to the 401(k) Plan of
$4,350 and a bonus of $25,000 for the execution by Mr. Tipton of an
extension of his employment contract with the Company.
(7) Mr. Ronkin and Mr. Mattone resigned their positions effective March 1999.
(8) Includes contributions made by the Company pursuant to the 401(k) Plan of
$4,829 and a payment to Mr. Adams for severance of his employment with the
Company in the amount of $30,063. Mr. Adams' position with the Company
terminated effective October 1998 in conjunction with the Company's move
from Boca Raton, Florida to Jacksonville, Florida.
No stock appreciation rights were awarded to, earned by or paid to the named
Executive Officers during the fiscal year ended December 31, 1998.
DIRECTOR COMPENSATION
Keith B. Stein, the sole director who is also an employee of the Company,
receives no extra compensation or retainer fees for his service as a member of
the Board of Directors or any committee thereof. Independent non-employee
directors of the Company receive an annual retainer of $10,000. In addition,
each independent non-employee director receives $1,000 for each meeting of the
Board of Directors attended in person and $500 for each meeting of the Board of
Directors attended telephonically, plus, in each case, expenses incident to
attendance at such meetings. Stock options exercisable for shares of Common
Stock are granted to independent non-employee directors of the Company pursuant
to Company's 1996 Share Incentive Plan (the "1996 Plan") in order to provide
such directors an opportunity to acquire a proprietary interest in the Company
through awards of Common Stock, and thus to create in such directors an
increased interest in and a greater concern for the welfare of the Company. The
purchase price of the Common Stock covered by such stock options is equal to or
greater than the fair market value of such Common Stock on the date of grant.
These stock options are fully exercisable on the first anniversary of the date
of grant.
EMPLOYMENT AGREEMENTS
The Company employs each of Keith B. Stein, Vice Chairman, Chief Executive
Officer and Treasurer and Director, William G. Magro, Executive President and
Chief Operating Officer, and Brent E. Wombolt, Vice President-Operations and
Loan Originations (individually an "Executive" and collectively, the
"Executives"), pursuant to employment agreements effective as of June 1, 1998,
June 1, 1998 (as amended and restated) and August 1, 1998 (as amended and
restated), respectively. The term of Mr. Stein's agreement will end on June 1,
2001, the term of Mr. Magro's agreement will end on May 31, 2001 and the term of
Mr. Wombolt's agreement will end on February 28, 2001, unless sooner terminated
pursuant to the terms of the respective agreement. The Company formerly employed
Roy E. Tipton as President, Joel B. Ronkin as Vice President, Secretary and
General Counsel, and Martin E. Mattone, as Vice President-Loan
Originations/Asset Remarketing. Messrs. Tipton, Ronkin, and Mattone each
resigned from such offices of the Company in June 1998, March 1999, and March
1999, respectively.
Mr. Stein's annual base salary was $200,000 from January 1, 1998 to June 1,
1998, at which time he entered into an employment agreement with the Company
increasing his base salary to $300,000 effective on June 1, 1998, with such
amount to be reviewed annually by the Compensation Committee. Mr. Stein was paid
an incentive bonus in January 1999 with respect to Fiscal 1998 of $150,000,
pursuant to the terms of his
<PAGE> 8
employment agreement. Mr. Stein may receive from the Company an incentive bonus
in each year of his employment under such agreement, the amount of which is
payable on or before March 31 of the year following the year to which such bonus
relates. Pursuant to an Executive Incentive Bonus Program adopted by the Board
of Directors for Fiscal 1999 (the "1999 Bonus Program"), Mr. Stein's incentive
bonus for Fiscal 1999 is based upon the Company achieving certain
pre-established performance goals, which if all attained, could result in Mr.
Stein receiving a bonus of $225,000 or 75% of his base salary for 1999.
Mr. Magro's annual base salary was $140,000 from January 1, 1998 through
May 31, 1998, and from the effective date of his agreement to May 31, 1999 was
$180,000 and will be (i) no less than $192,600 from June 1, 1999 through May 31,
2000, and (ii) no less than $206,082 from June 1, 2000 through May 31, 2001. Any
increase in Mr. Magro's annual base salary in excess of seven percent (7%) for
such periods will be determined by the Compensation Committee. Mr. Magro was
paid in January 1999 an incentive bonus with respect to Fiscal 1998 of $90,000,
equal to 50% of his 1998 annual base salary, and will receive from the Company
an incentive bonus in each year of his employment agreement of not less than
fifty percent (50%) and up to 75% of his annual base salary. The incentive bonus
for Fiscal 1999 is based upon the 1999 Bonus Program and could result in Mr.
Magro receiving a bonus of $160,000 or 75% of his base salary in 1999.
Prior to his resignation in June 1998, Mr. Tipton was being paid at an
annual base salary rate of $180,000, commencing on January 1, 1998. Mr. Tipton
did not earn an incentive bonus in 1998 and was paid severance of $125,000
pursuant to his employment agreement with the Company.
Mr. Ronkin's annual base salary was $131,366 from January 1, 1998 through
May 31, 1998, and from the effective date of his agreement through his
resignation in March 1999, Mr. Ronkin was paid at an annual base salary rate of
$140,000 commencing June 1, 1998. Pursuant to his employment agreement, Mr.
Ronkin was paid in January 1999 an incentive bonus with respect to Fiscal 1998
of $42,000.
Mr. Mattone's annual base salary was $90,000 from January 1, 1998 through
July 31, 1998, and from the effective date of his agreement through his
resignation in March 1999, Mr. Mattone was paid at an annual base salary rate of
$110,000. Pursuant to his employment agreement, Mr. Mattone was paid an
incentive bonus in January 1999 with respect to Fiscal 1998 of $33,000.
Pursuant to their employment agreements, each of the Executives may
participate in any stock option and benefit plans adopted by the Company or its
successors under the 1996 Plan. Prior to their resignations, such participation
was also available to Messrs. Tipton, Ronkin, Mattone and Adams. In addition,
each of the Executives and Messrs. Tipton, Ronkin, Mattone and Adams have agreed
to maintain the confidentiality of the Company's proprietary information and
agreed, during the term of each of their respective agreements, not to compete
directly or indirectly with the business of the Company.
The employment agreement of each of the Executives may be terminated by the
Company due to such Executive's disability or death, and either without "Cause"
or for "Cause" (as defined in the employment agreement). In the event that an
Executive is terminated without "Cause," he will be entitled to receive all
accrued but unpaid base salary, benefits and other compensation and, under
certain circumstances, an additional payment or payments equal to his base
salary for a twelve-month period. Each of the Executives may also terminate his
employment for Good Reason (as defined in the employment agreements). In such
event, the Executive will be entitled to receive all accrued but unpaid base
salary, benefits and other compensation.
In the event Mr. Stein terminates his employment with the Company for "Good
Reason" or is terminated by the Company without "Cause" (as such terms are
defined in his employment agreement), he will be entitled to receive a severance
payment equal to (i) $680,000 plus (ii) his target incentive bonus for the year
of such termination pro-rated for the number of days during such year in which
he was employed up to the date of termination. If Mr. Stein is terminated for
any reason within 120 days following a "Change in Control" (as such term is
defined in his employment agreement), he will be entitled to receive a severance
payment equal to the amount described in clauses (i) and (ii) above plus
$980,000.
<PAGE> 9
OPTION GRANTS
The following table sets forth stock options granted in Fiscal 1998 to each
of the Company's Executives named in the Summary Compensation Table who held
office as of December 31, 1998. The Company did not issue any stock appreciation
rights. The table also sets forth the hypothetical gains that would exist for
the options at the end of their ten-year terms for the Executives named in the
Summary Compensation Table at assumed compound rates of stock appreciation of 5%
and 10%. The actual future value of the options will depend on the market value
of the Company's Common Stock.
OPTION/SAR GRANTS IN LAST FISCAL YEAR
<TABLE>
<CAPTION>
Individual Grants
Percent
of Total
Number of Options/
Securities SARs Potential Realizable Value
Underlying Granted to Exercise at Assumed Annual Rates
Options/ Employees or Base of Stock Price Appreciation
SARs in Fiscal Price Expiration For Option Term(a)
Name Granted(#) Year ($/Sh) Date 5%($) 10%($)
--------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C>
Keith B. Stein 85,000 36% $2.25(b) 2009 $120,276 $ 304,803
William G. Magro 30,000 12% 2.25 2009 $ 42,450 $ 107,578
Martin Mattone 15,000 6% 2.25(b) 2009 $ 21,225 $ 53,789
Joel Ronkin 10,000 4% 2.25(b) 2009 $ 14,150 $ 35,859
Brent Wombolt 7,500 3% 2.25 2009 $ 10,613 $ 26,894
</TABLE>
(a) These amounts, based on assumed appreciation rates of 5% and 10%, the rates
prescribed by the Securities and Exchange Commission rules, are not
intended to forecast possible future appreciation, if any, of the Company's
stock price.
(b) Mr. Stein's stock options will become fully vested pursuant to applicable
provisions of his employment agreement contingent upon the successful
consummation of the Restructuring. Mr. Mattone's and Mr. Ronkin's stock
options expired three months after the date of their respective
resignations as officers of the Company.
AGGREGATED OPTION EXERCISES IN LAST FISCAL YEAR AND FISCAL YEAR-END VALUES
There were no shares acquired on exercise of stock options and no aggregate
gains realized upon exercise in 1998 by the Company's named executive officers.
The following table sets forth the number of shares covered by exercisable and
unexercisable options held by such executives on December 31, 1998 and the
aggregate gains that would have been realized had these options been exercised
on December 31, 1998, even though these stock options were not exercised on
December 31, 1998. The Company did not issue stock appreciation rights.
<PAGE> 10
<TABLE>
<CAPTION>
FY-END OPTION/SAR VALUES
Number of Securities
Underlying Unexercised Value of Unexercised In-The-
Options/SARs at FY- Money Options/SAR at Fiscal
End (#) Year End (a) ($)
Name Exercisable Unexercisable Exercisable Unexercisable
<S> <C> <C> <C> <C>
Keith B. Stein 122,500 -- $ -- $ --
William G. Magro 33,334 31,666 -- --
Brent Wombolt 12,500 10,000 -- --
Joel Ronkin 6,666 8,334 -- --
Martin Mattone 5,000 10,000 -- --
James Shuler 12,500 10,000 -- --
</TABLE>
(a) As of December 31, 1998, the market stock price of the Company's Common
Stock was less than the exercise price of all such options.
REPORT ON REPRICING OF STOCK OPTIONS
On December 12, 1997 (the "Repricing Date"), in light of the significant
challenges facing the Company and the need to retain key executives and
directors, and to strengthen the mutuality of interests between such persons and
the Company's stockholders, the Board of Directors approved the Compensation
Committee's repricing of options then outstanding granted to executive officers
and certain directors under the 1996 Plan, to an exercise price of $2.25 per
share, which was the market price on the Repricing Date. In the Compensation
Committee's view, the repricing was in the best interest of the Company and its
stockholders and provided performance and retention incentives to key
executives, whose efforts are essential for the Company's continual progress to
achieve profitability. No other material terms of the options were revised.
Options held by Mr. Offermann and Mr. Schuessler, non-employee directors, were
also repriced in the same manner as the stock options of the Company's executive
officers.
<PAGE> 11
The following table contains information concerning the repricing with
respect to the named executive officers and directors:
10-YEAR OPTION/SAR REPRICINGS
<TABLE>
<CAPTION>
Length Of
Market Original
Number of Price Of Exercise Option Term
Securities Stock At Price At Remaining At
Underlying Time Of Time Of Date Of
Options/SARs Repricing Or Repricing Or New Repricing Or
Repriced Or Amendment Amendment Exercise Amendment
Name Date Amended ($) ($) Price ($) (Years)
- -------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C>
Keith Stein December 12, 1997 22,500 $5.25 $8.50 $5.25 9.08
December 12, 1997 15,000 $5.25 $6.63 $5.25 9.75
William Magro December 12, 1997 35,000 $5.25 $8.50 $5.25 9.08
James Shuler December 12, 1997 15,000 $5.25 $7.25 $5.25 9.47
Brent Wombolt December 12, 1997 15,000 $5.25 $7.25 $5.25 9.47
Peter Offermann December 12, 1997 5,000 $5.25 $8.50 $5.25 9.08
December 12, 1997 5,000 $5.25 $6.63 $5.25 9.75
Joel Ronkin(1) December 12, 1997 5,000 $5.25 $6.75 $5.25 9.58
Morgan Schuessler(1) December 12, 1997 5,000 $5.25 $7.25 $5.25 9.47
</TABLE>
(1)Mr. Ronkin resigned from his position with the Company in March 1999. Mr.
Schuessler resigned as a director of the Company in April 1999.
Compensation Committee: Board of Directors:
David W. Young Keith B. Stein
Peter Offermann Peter Offermann
Joseph Donlan Joseph P. Donlan
David W. Young
ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT
The following table sets forth certain information regarding beneficial
ownership of the Company's Common Stock as of April 26, 1999, by (i) each person
who is known by the Company to own beneficially 5.0% or more of the Common
Stock; (ii) each director of the Company, (iii) each of the named executive
officers; and (iv) all directors and executive officers as a group. Unless
otherwise indicated, the Company believes all persons listed have sole voting
power and investment power with respect to such shares.
<PAGE> 12
<TABLE>
<CAPTION>
Name and Address of Beneficial Owner Shares(1) Percent(1)
- ----------------------------------------------------------------------------------------------------
<S> <C> <C>
National Auto Finance Company, L.P.(2).............................. 4,230,000 24.48%
Via Mizner Financial Plaza, Suite 200
700 South Federal Highway
Boca Raton, Florida 33432
The Progressive Entities(3)......................................... 8,093,623 45.87%
3 Parklands Drive
Darien, Connecticut 06820
The 1818 Mezzanine Fund, L.P.(4).................................... 7,764,618 43.88%
59 Wall Street
New York, New York 10005
The Structured Finance High Yield Fund, LLC(5)...................... 7,180,814 40.17%
One Gateway Center
Newark, New Jersey 07102
Manufacturers Life Insurance Company(USA)(6)........................ 5,668,302 32.31%
45 Milk Street, Suite 600
Boston, Massachusetts 02109
Keith B. Stein(7)................................................... 122,500 *
William G. Magro.................................................... 43,889 *
Brent E. Wombolt.................................................... 15,833 *
James E. Shuler..................................................... 15,833 *
Peter Offermann..................................................... 10,000 *
Joseph P. Donlan(8)................................................. 10,000 *
David W. Young(9)................................................... 10,000 *
All directors and executive officers as a group (7 persons)..... 228,055 1.1%
</TABLE>
- -------------------
* Represents less than 1.0%
(1) Unless otherwise indicated, the named entities either have sole or shared
voting and investment power with respect to the shares shown for them.
Percentage ownership is based on 17,280,762 shares outstanding as of April
26, 1999. Shares of Common Stock subject to options granted under the
Company's 1996 Plan and warrants issued to the Senior Subordinated
Noteholders in each case exercisable within 60 days of the Record Date, are
deemed outstanding for computing the beneficial ownership percentage of the
person, group of persons or entities holding such options or warrants but
are not deemed outstanding for computing the beneficial ownership
percentage of any other person.
(2) The General Partner holds a 1% general partner interest in National Auto
Finance Company, L.P. (the "Partnership"). The Partners of the Partnership
include, among others, Ironbrand Capital, LLC, a wholly-owned subsidiary of
First Union National Bank (the "First Union Partner"), Keith B. Stein, the
Vice Chairman, Chief Executive Officer, Treasurer and Director of the
Company, and William G. Magro, Executive Vice President and Chief Operating
Officer of the Company. The remaining Partners of the Partnership hold the
balance of the limited partner economic interests, including certain of the
Junior Subordinated Noteholders; one of the largest such holders is Gary
Shapiro, the former Chairman and Chief Executive Officer of the Company.
Except for the First Union Partner, each Partner of the Partnership has the
right to vote on certain matters specified in the partnership agreement
commensurate with each such Partner's respective economic limited partner
interest. In accordance with the partnership agreement, the consent of the
First Union Partner is generally required before the Partnership may take
certain fundamental actions. Pursuant to the Restructuring, the Partnership
has granted an irrevocable proxy to the Board designees of the Senior
Subordinated Noteholders to vote the 4,230,000 shares of Common Stock held
by the Partnership in all matters as to which such shares are entitled to
vote. Each of Messrs. Stein and Magro disclaims beneficial ownership of the
shares owned by the Partnership.
(3) Includes 3,500,000 shares of the Company's Common Stock over which
Progressive shares voting and dispositive power with the Progressive
Corporation, Progressive Casualty Insurance Company, and PCI, its
<PAGE> 13
affiliates (collectively, the "Progressive Entities"). Also warrants to
purchase 363,623 shares of the Company's Common Stock at $0.01 per share.
Also includes 4,230,000 shares of Common Stock held by the Partnership over
which the Progressive Entities share voting power with the other Senior
Subordinated Noteholders.
(4) Includes 3,119,047 shares of the Company's Common Stock held by The 1818
Mezzanine Fund, L.P. Also includes warrants to purchase 415,570 shares of
the Company's Common Stock at $0.01 per share. Also includes 4,230,000
shares of Common Stock held by the Partnership over which The 1818 Fund
shares voting power with the other Senior Subordinated Noteholders.
(5) Includes 2,357,143 shares of the Company's Common Stock held by The
Structured Finance High Yield Fund, LLC ("SFHY") warrants to purchase
593,671 shares of the Company's Common Stock at $0.01 per share. Also
includes 4,230,000 shares of the Company's Common Stock held by the
Partnership, over which SFHY shares voting power with the other Senior
Subordinated Noteholders.
(6) Includes 1,178,572 shares over which Manufacturers Life Insurance Company
(USA) ("ManuLife") holds voting and dispositive power. Also includes
warrants to purchase 259,730 shares of the Company's Common Stock at $0.01
per share. Also includes 4,230,000 shares of the Company's Common Stock
held by the Partnership over which ManuLife shares voting power with the
other Senior Subordinated Noteholders.
(7) Excludes shares held by the Partnership. Mr. Stein disclaims beneficial
ownership with respect to such shares owned by the Partnership.
(8) Mr. Donlan is the Co-manager of The 1818 Fund. Includes 10,000 shares of
the Company's Common Stock that Mr. Donlan may purchase pursuant to stock
options granted him under the 1996 Plan.
(9) Includes 10,000 shares of the Company's Common Stock that Mr. Young may
purchase pursuant to stock options granted him under the 1996 Plan. Mr.
Young was formerly the Chief Investment Officer of the Progressive
Investment Company, Inc., an affiliate of the Progressive Entities.
The numbers reflected in the table include the additional shares of Common
Stock issued pursuant to the Restructuring (see Note 13 of the Notes to
Financial Statements - Subsequent Events).
ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS
GENERAL
The Company, from time to time, has entered into transactions with certain
of its principals, stockholders and entities in which they have an interest. The
Company believes that each such transaction has been on terms no less favorable
to the Company than could have been obtained in a transaction with an
independent third party.
REORGANIZATION
The National Auto Partnership and Auto Credit Clearinghouse LP ("ACCH
Partnership") were organized in October 1994 and September 1995, respectively,
and conducted the business of the Company until January 29, 1997. On that day,
in connection with the closing of the Company's Initial Public Offering, (i) the
assets and liabilities of the ACCH Partnership were transferred to the National
Auto Partnership, (ii) the ACCH Partnership was dissolved, and (iii) immediately
thereafter the assets and liabilities of the National Auto Partnership were
transferred to the Company in exchange for all of the Common Stock then
outstanding and all of the preferred stock of the Company then outstanding (the
"Reorganization"). Directors and executive officers of the Company had a direct
and material interest in certain transactions that constituted the
Reorganization as described herein. The Company believes that the terms of such
transactions were as favorable as those that could have been obtained from an
unaffiliated third party.
<PAGE> 14
FIRST UNION
Lending
Securitization Program. The Company currently funds its purchases of Loans
primarily through a two-step asset securitization program consisting of (i) the
securitized warehousing of all of its Loans through daily sales to a bankruptcy
remote master trust financed by a $85,000,000 revolving credit facility with
First Union, followed by (ii) the transfer of such warehoused Loans from time to
time by the Master Trust to a discrete trust, thereby creating renewed
availability of capital from the Master Trust. First Union is the sole holder of
the Class B Certificates that relate to the Revolving Securitization and Master
Trust.
Placement Agent and Underwriting
First Union Capital Markets Corp. ("FUCMC"), a wholly owned subsidiary of
First Union Corporation served as placement agent for the Senior Subordinated
Notes. FUCMC has also privately placed and acted as underwriter for a public
offering of asset-backed securities of the Company in connection with the
Company's securitization transactions and may act as placement agent or
underwriter for the Company's future securitization and financing activities.
Registration Rights
Pursuant to a registration rights agreement with the Company, the First
Union Partner was granted certain rights with respect to the registration under
the Securities Act of Common Stock distributed to it by the National Auto
Partnership (no such distribution has been made as of the date of this Form
10-K).
Under the registration rights agreement, the First Union Partner can, in
certain circumstances, require the Company to effect up to two registrations of
any or all of the First Union Partner's share of Common Stock. The Company is
not required to honor such request to register shares of Common Stock if the
request is made within 90 days of a firm commitment underwritten public offering
or before the expiration of any lock-up period required by the underwriters in
connection therewith.
In addition, if the Company proposes to file a registration statement under
the Securities Act with respect to an offering by the Company, in certain
circumstances the First Union Partner can exercise piggy-back registration
rights to request participation in the offering. The Company is not required to
honor in full, any such request to register shares of Common Stock if such
request would reduce the number or amount of securities to be issued by the
Company in any such offering to an amount which, in the opinion of the Board of
Directors of the Company, is below that which is necessary to accomplish the
purposes of such offering and in the best interests of the Company. Furthermore,
if an underwritten offering and the underwriter delivers a written opinion that
marketing considerations require a limitation on the number of securities to be
sold, then the First Union Partner's piggy-back registration rights will be
reduced pro rata to the extent necessary to comply with the underwriter's
recommendations.
First Union Partner
The First Union Partner is a limited partner of the National Auto
Partnership and holds a vested limited, minority interest in the National Auto
Partnership.
<PAGE> 15
First Union Strategic Alliance
In March of 1999, First Union announced publicly that it was exiting the
indirect auto finance business due to realigned business strategies. As a
result, the Company's referral agreement with First Union has been terminated.
The Company will, nonetheless, continue the relationships it has established
with, and continue to actively service, the First Union-related Dealers. The
Company will not, however, be obligated to pay to First Union referral fees
related to business obtained through those dealers. The Company's loan volume
may be materially adversely affected by the termination of the First Union
Strategic Alliance.
Senior Subordinated Notes
In December 1997, the Company completed the December 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 resulted in the issuance of 761,905 shares of the
Company's Common Stock, to the 1818 Fund., and 1,142,857 shares of the Company's
Common Stock to Progressive. The Senior Subordinated Notes, which mature in
seven years, bear interest at 11.875% per annum for the first three years, and
increase to 12.875% in year four, 13.875% on year five and 14.875% in years six
and seven. The Senior Subordinated Notes and Warrants were purchased by the 1818
Fund, Progressive and Manufacturers Life Insurance Company (USA) ("ManuLife").
In connection with the December Private Placement, the 1818 Fund and Progressive
are entitled to nominate, collectively, two individuals to the Company's Board
of Directors. The 1818 Fund and Progressive did nominate two individuals to the
Company's Board of Directors, and, accordingly, on December 22, 1997, Joseph P.
Donlan and David W. Young were elected as Class III Board members with terms
expiring at the Company's Annual Meeting in 1999. The Senior Subordinated Notes
and warrants were purchased by the 1818 Fund, Progressive and Manulife. In March
1998, the Company completed a private placement (the "March Private Placement")
of $20 million principal amount of Senior Subordinated Notes to SFHY with
detachable Warrants under terms similar to that of the December Private
Placement. In connection with the December Private Placement and the March
Private Placement, the Company issued an aggregate of 1,632,594 detachable
Warrants with a ten year life, exercisable into Common Stock of the Company at
$0.01 per share.
On April 7, 1999, the Company completed a comprehensive financial
restructuring, including its Senior Subordinated Notes, which resolved certain
issues with its Senior Subordinated Noteholders. More specifically, the
agreements and transactions with the Senior Subordinated Noteholders provide for
and include, among other things: (1) the waiver of the past defaults and
breaches of covenants, representations and warranties, if any, made in
connection with the Senior Subordinated Notes; (2) the elimination of the
previously existing Net Worth Covenant; (3) the establishment of a new covenant
requiring that on a quarterly basis, the Company's net return on assets invested
in loan receivables, expressed as a percentage, exceed pre-established quarterly
goals (the "Return on Asset Covenant"); the first quarterly measurement period
for this covenant begins as of the quarter ending September 30, 1999; (4) the
granting to the Company of the option to pay during the two-year period ending
March 31, 2001 fifty percent (50%) of the interest owed on the Senior
Subordinated Notes (and the interest on such interest) through the issuance of
additional Senior Subordinated Notes that are convertible into Common Stock at
the conversion price of $.75 per share; (5) the issuance to the Senior
Subordinated Noteholders of 7,071,429 shares of Common Stock as consideration
for the waivers and amendments granted to the Company; (6) the issuance to those
Noteholders that also purchased Common Stock of the Company at the time of their
debt investment 1,178,571 shares of additional Common Stock in exchange for the
execution and delivery of full and complete releases of any claims arising by
virtue of those Noteholders' equity investment; and (7) the execution and
delivery of full and complete releases by and among the Company, the Noteholders
and affiliates of and other parties related to each of such parties. In
addition, the Senior Subordinated Noteholders were granted the right to name
three additional persons to the Board of Directors of the Company, increasing to
six seats their total number of Board representatives, thereby giving them
majority control of the Board.
<PAGE> 16
Registration Rights
Pursuant to a registration rights agreement, the Company has granted the
1818 Fund, Progressive, ManuLife, FSA and others certain rights with respect to
the registration under the Securities Act of Common Stock held by each. Under
the registration rights agreement, the other entities can, in certain
circumstances, require the Company to effect up to two registrations of any or
all of their shares of Common Stock. The Company is not required to honor such
request to register shares of Common Stock if the request is made within 90 days
of a firm commitment underwritten public offering or before the expiration of
any lock-up period required by the underwriters in connection therewith.
In addition, if the Company proposes to file a registration statement
(other than a Registration Statement on Form S-4 or S-8 or any successor forms
to such Forms) under the Securities Act with respect to an offering by the
Company, in certain circumstances such parties, among others, can exercise
incidental registration rights to request participation in the offering. The
Company is not required to honor any such request to register shares of Common
Stock if, in an underwritten offering, the underwriter(s) have advised the
Company in writing that the number of shares requested to be registered exceeds
the number of securities that can be sold in such offering within an acceptable
price range.
JUNIOR SUBORDINATED NOTES
During 1994, Gary L. Shapiro, Edgar A. Otto and Stephen L. Gurba loaned
$1,525,000, $3,675,000 and $123,733, respectively, to the Company. During 1995,
Messrs. Shapiro and Otto loaned $539,000 and $342,000, respectively, to the
Company. During 1995, Nova Financial Corporation and Nova Corporation, each of
which is a privately-held corporation controlled by Messrs. Shapiro and Otto,
loaned $100,000 and $1,115,000, respectively, to the Company. During 1996, Nova
Corporation loaned $700,000 to the Company. All of such loans were made on a
junior subordinated basis and in exchange for the Junior Subordinated Notes.
Each of the Junior Subordinated Notes bears interest at a rate of 8.0% per annum
payable quarterly in arrears and matures on December 20, 2004. During 1996, the
Company repaid $511,000 and $461,000 to Messrs. Shapiro and Otto, respectively.
In January 1997, a portion of the Company's proceeds from its initial public
offering were used to repay $2,594,186, $1,302,131, $1,122,361, $90,018 and
$72,754 to Mr. Otto, Nova Corporation, Mr. Shapiro, Mr. Gurba and Nova Financial
Corporation, respectively. During January and April 1998, the Company paid the
Junior Subordinated Noteholders interest totaling $77,406. No payments of
principal or interest have been paid since that date. As of December 31, 1998,
the Company owed approximately $2.1 million (including $115,000 of accrued and
unpaid interest) on the Junior Subordinated Notes. The Company believes that the
terms of each of the Junior Subordinated Notes are as favorable as could have
been obtained from an unaffiliated third party.
On April 7, 1999, the Company completed a comprehensive financial
restructuring including its Junior Subordinated Notes and resolved certain other
issues with its Junior Subordinated Noteholders. The agreements and transactions
with the Junior Subordinated Noteholders provide for and include, among other
things: (1) the waiver of the past defaults and breaches under the Junior
Subordinated Notes; (2) the granting to the Company of the option to pay during
the period ending January 31, 2002 up to one hundred percent (100%) of the
interest owed on the Junior Subordinated Notes (and the interest on such
interest) through the issuance of additional Junior Subordinated Notes that are
convertible into Common Stock at the conversion price of $.75 per share; (3) the
granting to the designees of the Senior Subordinated Noteholders to the
Company's Board of Directors an irrevocable proxy to vote the 4,230,000 shares
of Common Stock held by National Auto Finance Company, LP (a limited partnership
controlled by certain of the Junior Subordinated Noteholders) in all matters as
to which such shares are entitled to vote; (4) the execution and delivery of
full and complete releases by and among the Company, the Senior Subordinated
Noteholders, the Junior Subordinated Noteholders, National Auto Finance Company,
LP, their respective officers, directors, affiliates, and other parties related
to each of such parties; and (5) the granting of a covenant not to sue in the
future by the Junior Subordinated Noteholders, National Auto Finance Company,
LP, and affiliates of and other parties related to each of such parties in favor
of the Company, the Senior Subordinated Noteholders, their respective officers,
directors, affiliates, and other parties related to both such parties.
<PAGE> 17
MANAGEMENT AND SERVICE AGREEMENTS
The Company was previously party to a management agreement and a service
agreement pursuant to which NFC provided operational, financial, legal,
accounting, management, advisory and other administrative services relating to
the management, business operations, assets and interests of the Company. This
agreement was terminated in June of 1998. Amounts paid to NFC pursuant to such
agreements were $289,000, $884,000 and $603,000 in 1998, 1997 and 1996,
respectively; $333,000 of the amount paid in 1997 was for service as described
in the following paragraph. Gary L. Shapiro, the former Chairman and Chief
Executive Officer of the Company is the Chairman and Chief Executive Officer and
a principal owner of NFC and National Auto Finance Corporation ("National
Auto"), the general partner of the National Auto Partnership. Keith B. Stein,
Vice Chairman, Chief Executive Officer, Treasurer and a Director of the Company,
was formerly a managing director of NFC.
National Auto holds a 1% general partner interest in the National Auto
Partnership. A majority of the outstanding capital stock of the General Partner
is owned collectively by Messrs. Shapiro and Otto. The limited partners of the
National Auto Partnership include, among others, S Associates, the O Associates,
the First Union Partner, Keith B. Stein, Roy E. Tipton, William G. Magro and
Kevin G. Adams. Messrs. Stein and Magro, who are executive officers of the
Company (and Mr. Stein is a director of the Company) hold minimal minority
limited partner interests of the National Auto Partnership. Mr. Shapiro, who was
formerly Chairman of the Board and Chief Executive Officer of the Company, is
the trustee of a trust that owns all of the outstanding capital stock of the
general partner of S Associates. Mr. Otto owns all of the outstanding capital
stock of the general partner of O Associates. The remaining limited partners of
the National Auto Partnership hold the balance of the limited partner economic
interests.
INDEBTEDNESS OF MANAGEMENT
In 1997, the Company loaned Mr. Magro $100,000, pending the sale of his
home residence in Palm Beach County in connection with his relocation to
Jacksonville to manage the Company's Financial Services Division. As part of Mr.
Magro's agreement to relocate to Jacksonville, the Company agreed to forgive all
or a portion of that loan based on the sale price of Mr. Magro's residence. Mr.
Magro sold his residence in March 1998 and paid the Company $59,146 towards the
principal owed on the $100,000 loan. Accordingly, the Company forgave $40,854 of
the Loan in Fiscal 1998 and reimbursed Mr. Magro for his personal tax liability
associated with the forgiven loan amount in such year.
<PAGE> 18
SIGNATURES
Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange
Act of 1934, the Registrant has duly caused this amendment to be signed on its
behalf by the undersigned, thereunto duly authorized.
NATIONAL AUTO FINANCE COMPANY, INC.
By: /s/ Keith B. Stein
-------------------
Keith B. Stein
Chairman of the Board and Chief
Executive Officer
Date: October 12, 1999
