SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
SCHEDULE 13D
National Auto Credit, Inc.
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(Name of Issuer)
Common Stock. $0.05 Par Value Per Share
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(Title of Class or Securities)
632900 106
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(CUSIP Number)
Sam J. Frankino
7108 Eagle Terrace
West Palm Beach, Florida 33412
(561) 625 3800
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(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)
April 20, 1999
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(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-l(e), l3d-1(f) or 13d-l(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.
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).
<PAGE>
SCHEDULE 13D FILING
PURSUANT TO THE
GENERAL RULES AND REGULATIONS
UNDER THE
SECURITIES EXCHANGE ACT OF 1934, AS AMENDED
Sam Frankino is filing this Schedule 13D to reflect the new information set
forth herein, including the fact that, as a result of a proxy granted to Ernest
C. Garcia II ("Mr. Garcia") by Sam J. Frankino ("Mr. Frankino") giving Mr,
Garcia the right to vote over 50% of the capital stock of the issuer, Mr.
Garcia, Verde Investment, Inc. ("Verde") and Mr. Frankino may be deemed to
constitute a "group" within the meaning of Section 13(d) of the Securities
Exchange Act of 1934 (the "Exchange Act"). Nothing contained herein shall be
construed as an admission that Mr. Frankino together with Mr. Garcia and Verde,
constitute a "person" or "group" for any purpose. Pursuant to Rule 13d-1(k)(2)
under the Exchange Act, Mr. Frankino is making this filing individually rather
than jointly with Mr. Garcia and Verde.
<PAGE>
Cover Pages
The cover pages are hereby amended in their entirety to reflect the foregoing,
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CUSIP No. 632 900 10 6 13D Page 3 of 6 Pages
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1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Sam J. Frankino
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2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
a. |_|
b. |X|
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3 SEC USE ONLY
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4 SOURCE OF FUNDS*
Not applicable
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5 CHECK BOX IS DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEM 2(d) OR 2(e) |_|
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6 CITIZENSHIP OR PLACE OF ORGANIZATION
U.S.A.
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7 SOLE VOTING POWER
NUMBER OF
SHARES 14,016,560
BENEFICIALLY --------------------------------------------------------
OWNED BY 8 SHARED VOTING POWER
EACH
REPORTING Mr. Frankino along with trustees, has both voting and
PERSON investment power with respect to 726,452 shares held by
WITH the J. and Connie M. Frankino Charitable Foundation, and
to 1,000,000 shares held by Corrine L. Dodero Trust for
the Arts and Sciences both of which are qualified
charitable organizations. Mr. Frankino disclaims any
beneficial interest in these shares.
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9 SOLE DISPOSITIVE POWER
15,743,012
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10 SHARED DISPOSITIVE POWER
0
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11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
15,743,012
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12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES |_|
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13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
55%
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14 TYPE OF REPORTING PERSON
IN
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<PAGE>
Item 1. Security and Issuer.
Title of Class of
Equity Security; Common Stock, $0.05 par value per share (the
"Common Stock")
Name of Issuer: National Auto Credit, Inc. ("NAC")
Address of 30000 Aurora Road
Principal Office: Solon, Ohio 44139
Item 2. Identity and Background.
(a) NAME OF PERSON FILING:
Sam J. Frankino ("Mr. Frankino")
In addition, as described in Item 4, Mr. Frankino, Mr. Garcia and Verde may be
deemed to constitute a "group" for purposes of Section 13(d)(3) of the Act. Mr.
Frankino expressly disclaims that he has agreed to act as a group with Mr.
Garcia and Verde, and nothing contained herein shall be construed as an
admission that Mr. Frankino, together with Mr. Garcia and Verde, constitute a
"person" or "group" for any purpose.
(b) ADDRESS Of PRINCIPAL BUSINESS OFFICE OR, IF NONE, RESIDENCE:
7108 Eagle Terrace
West Palm Beach, Florida 33412
(c) PRINCIPAL OCCUPATION OR EMPLOYMENT AND THE NAME, PRINCIPAL BUSINESS
AND ADDRESS OF CORPORATION IN WHICH EMPLOYMENT IS CONDUCTED:
Retired.
(d) WHETHER DURING LAST FIVE YEARS, SUCH PERSON HAS BEEN 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, Mr. Frankino has not been convicted in a
criminal proceeding (excluding traffic violations or similar
misdemeanors).
(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, Mr. Frankino has not been 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.
<PAGE>
(f) CITIZENSHIP:
United States of America
Item 3. Source and Amount of Funds or Other Consideration
Not applicable.
Item 4. Purpose of Transaction.
On April 20, 1999, Mr. Frankino executed a revocable proxy in favor of Mr.
Garcia, authorizing Mr. Garcia, in his discretion, to vote Mr. Frankino's 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 such revocable proxy is not effective
with respect to any merger, consolidation, combination, disposition or sale of
assets of NAC. Mr. Frankino is aware of Mr. Garcia's and Verde's intention to
take action by written consent to elect Mr. Garcia and Mr. Steven Johnson to
fill two vacancies as directors of NAC, and the issues discussed in Amendment
No. 3 to Schedule 13D, filed by Mr. Garcia and Verde on April 20, 1999. No
contract, arrangement, relationship or understanding (either oral or written)
exists among Mr. Garcia, Verde and Mr. Frankino (x) which would require Mr.
Garcia to vote Mr. Frankino's shares in any particular manner or on any
particular matter or (y) with respect to any of the alternatives with respect to
Mr. Garcia's or Verde's investment in the Common Stock discussed in said
Amendment No. 3. As stated above, such proxy is revocable at any time by Mr.
Frankino.
Item 5. Interest in Securities of the Issuer.
(a) AGGREGATE NUMBER AND PERCENTAGE OF SECURITIES BENEFICIALLY OWNED:
Mr. Frankino is the beneficial owner of 15,743,012 shares of common
stock of NAC, representing 55% of the shares of common stock of NAC.
(Mr. Frankino's holdings include 1,726,452 shares owned by various
trusts for which Mr. Frankino serves as a trustee, and all
references in this Schedule 13D to Mr. Frankino include these
shares).
Mr. Garcia and Verde have informed Mr. Frankino that, as of April
20, 1999, Verde is the direct beneficial owner of 134,000 shares of
Common Stock, representing 0.5% of NAC's Common Stock and that Mr.
Garcia is the direct beneficial owner of 2,715,630 shares of Common
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 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 Schedule 13D by Mr. Frankino 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. Frankino disclaims that he is acting as a "group"
with Mr. Garcia or Verde. Mr. Garcia and Verde have informed Mr.
Frankino that they intend to file their own Schedule 13D to report
the matters described herein.
(b) NUMBER OF SHARES AS TO WHICH SUCH PERSON HAS POWER TO VOTE:
Mr. Frankino has the sole power to vote or direct the vote of the
14,016,560 shares of common stock of NAC. Mr. Frankino along with
trustees, has both voting and investment power with respect to
726,452 shares held by the J. and Connie M. Frankino Charitable
Foundation, and to 1,000,000 shares held by Corrine L. Dodero Trust
for the
<PAGE>
Arts and Sciences both of which are qualified charitable
organizations. Mr. Frankino disclaims any beneficial interest in
these shares.
(c) TRANSACTIONS EFFECTED DURING THE PAST 60 DAYS OR SINCE THE MOST
RECENT FILING ON SCHEDULE 13D, WHICHEVER IS LESS:
None.
Item 6. Contracts, Arrangements, Understandings or Relationships With Respect to
Securities of the Issuer.
As disclosed in Item 4, on April 20, 1999, Mr. Frankino executed a
revocable proxy in favor of Mr. Garcia, authorizing Mr. Garcia, in his
discretion, to vote Mr. Frankino's 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 such
revocable proxy is not effective with respect to any merger, consolidation,
combination, disposition, or sale of assets of NAC. No contract, arrangement,
relationship or understanding (either oral or written) exists among Mr. Garcia,
Verde and Mr. Frankino which would require Mr. Garcia to vote Mr. Frankino's
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
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 22, 1999 /s/ Sam J. Frankino
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Sam J. Frankino
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.
Date: 4/20, 1999
/s/ Sam J. Frankino
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Sam J. Frankino
State of Florida )
) ss.
County of Palm Beach )
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 20 day of April, 1999.
By: /s/ Patricia A. Erdman
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Notary Public
Print Name: Patricia A. Erdman
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My Commission Expires:
----------------------------------
Patricia A. Erdman
[SEAL] MY COMMISSION #CC598655 EXPIRES
November 28, 2000
BONDED THRU TROY FAIN INSURANCE, INC.
<PAGE>
Date: 4/20, 1999
Samuel J. and Connie M. Frankino
Charitable Foundation
By: /s/ Sam J. Frankino
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Its: Trustee
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State of Florida )
) ss.
County of Palm Beach )
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 20 day of April, 1999.
By: /s/ Patricia A. Erdman
----------------------------------------
Notary Public
Print Name: Patricia A. Erdman
--------------------------------------------
My Commission Expires:
----------------------------------
Patricia A. Erdman
[SEAL] MY COMMISSION #CC598655 EXPIRES
November 28, 2000
BONDED THRU TROY FAIN INSURANCE, INC.
<PAGE>
Date: 4/20, 1999
Corrine L. Dodero Trust for the Arts &
Sciences
By: /s/ Sam J. Frankino
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Its: Trustee
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State of Florida )
) ss.
County of Palm Beach )
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 20 day of April, 1999.
By: /s/ Patricia A. Erdman
----------------------------------------
Notary Public
Print Name: Patricia A. Erdman
--------------------------------------------
My Commission Expires:
----------------------------------
Patricia A. Erdman
[SEAL] MY COMMISSION #CC598655 EXPIRES
November 28, 2000
BONDED THRU TROY FAIN INSURANCE, INC.
