<PAGE> 1
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
____________________________
FORM 8-A
FOR REGISTRATION OF CERTAIN CLASSES OF SECURITIES
PURSUANT TO SECTION 12(b) OR 12(g) OF THE
SECURITIES EXCHANGE ACT OF 1934
NATIONAL AUTO CREDIT, INC.
(Exact name of registrant as specified in its charter)
Delaware 34-1050582
(State of Incorporation) (I.R.S. Employer Identification No.)
30000 Aurora Road, Solon, Ohio 44139
(Address of principal executive offices) (Zip code)
Securities to be registered pursuant to Section 12(b) of the Act:
Title of each class Name of each exchange on which
to be so registered each class is to be registered
------------------- ------------------------------
Common Stock, New York Stock Exchange
$.05 par value per share
Securities to be registered pursuant to Section 12(g) of the Act:
NONE
<PAGE> 2
Item 1. Description of Registrant's Securities
- ------- to be Registered
--------------------------------------
Common Stock $.05 par value per share
-------------------------------------
Holders of National Auto Credit, Inc.'s ("the Company") Common Stock, $.05
par value per share ("Common Stock") are entitled to one vote per share on all
matters to be voted upon by the stockholders. Holders of Common Stock are not
entitled to cumulate votes for the election of directors. The Board of
Directors presently consists of eight members divided into three classes. The
directors of the class elected at each annual election shall hold office for a
term of three years. The holders of more than 50 percent of the shares voting
for the election of directors can elect all of the directors to be elected at
each annual meeting.
The Company's Restated Certificate of Incorporation and By-Laws provide that
certain actions, such as mergers, consolidations and the sale of substantially
all of the Company's assets, must be approved by an affirmative vote of the
holders of two-thirds of the voting power of each class of the Company's then
outstanding stock. In addition to such required stockholder approval for
certain business combinations, the Company's Restated Certificate of
Incorporation requires in certain cases the further affirmative vote of the
holders of two-thirds of the voting power of each class of the then outstanding
stock not held by an "Interested Person" (defined below), unless a majority of
the directors elected prior to such person becoming an Interested Person (or
successors to such directors) approves the proposed transaction or certain
other conditions are met. Such conditions include (i) that the consideration
to be received by stockholders in the transaction equals or exceeds certain
requirements based on prices paid for shares by the Interested Person, earnings
times price/earnings ratio and percentage premiums over market paid by an
Interested Person and (ii) that the Interested Person shall not have taken
certain further measures to affect control after acquiring 20 percent or more
of the voting power of the Company and (iii) the Interested Person shall not
have made any major change in the Company's equity capital structure or in its
business and (iv) a proxy statement complying with the Securities Exchange Act
of 1934 shall be used to solicit stockholder approval of the transaction. An
"Interested Person" is defined as a person, firm, or corporation owning or
controlling 20 percent or more of the Company's stock entitled to vote in the
election of directors as of the record date for the determination of
stockholders entitled to vote on any such proposed business combination or
transaction. The foregoing description is of necessity a summary and is
qualified in its entirety by the provisions of the Company's Restated
Certificate of Incorporation.
It is possible that these provisions will discourage certain other companies
from making any tender offer for the Company's shares. This could have the
incidental effect of inhibiting certain changes in management and may also
prevent temporary fluctuations in the market price of the Company's shares,
which often result from actual or rumored take-over attempts. It is also
possible that such provisions could make it more difficult to accomplish a
transaction favorable to the interests of stockholders even though the
procedures required by the Restated Certificate of Incorporation are designed
to assure fair treatment of the remaining public
-2-
<PAGE> 3
stockholders by a company acquiring control of the Company. Such provisions of
the Company's Restated Certificate of Incorporation can only be changed or
amended by an affirmative vote of the holders of two-thirds of the voting power
of each class of the Company's then outstanding stock entitled to vote thereon.
Holders of Common Stock are entitled to receive such dividends as may
be declared from time to time by the Board of Directors out of funds legally
available therefor, after payment of dividends required to be paid on
outstanding Preferred Stock, if any. In the event of liquidation, dissolution
or winding up of the Company, the holders of Common Stock are entitled to share
ratably in all assets remaining after payment of liabilities, subject to prior
distribution rights of any Preferred Stock then outstanding. The Common Stock
has no preemptive or conversion rights and is not subject to further calls or
assessments by the Company. There are no redemption or sinking fund provisions
applicable to the Common Stock. The Common Stock currently outstanding is, and
the Common Stock to be issued hereunder will be, validly issued, fully paid and
nonassessable.
Item 2. Exhibits
- ------- --------
1. All exhibits required by Instruction II to Item 2 will be
supplied to the New York Stock Exchange.
-3-
<PAGE> 4
SIGNATURES
Pursuant to the requirements of Section 12 of the Securities Exchange Act of
1934, the registrant has duly caused this report to be signed on its behalf by
the undersigned, thereunto duly authorized.
NATIONAL AUTO CREDIT, INC.
Date: July 14, 1995 BY: /s/Robert J. Bronchetti
-------------- -------------------------
Robert J. Bronchetti
President and Chief
Executive Officer and
Director
BY: /s/Davida S. Howard
--------------------------
Davida S. Howard
Vice President-Finance
and Controller (Principal
Financial and Accounting
Officer)
-4-
