SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
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SCHEDULE 13D
(Rule 13d-101)
INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT
TO RULE 13d-1(a) AND AMENDMENTS THERETO FILED PURSUANT TO
RULE 13d-2(a)
(Amendment No. 1)(1)
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 of 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)
August 30, 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-1(e), 13d-1(f) or 13d-1(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.
(Continued on following pages)
(Page 1 of 5 Pages)
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(1) 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>
CUSIP No. 632900 106 SCHEDULE 13D Page 2 of 5 Pages
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1 NAMES OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
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 IF 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
14,016,560
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NUMBER OF 8 SHARED VOTING POWER
SHARES
BENEFICIALLY Mr. Frankino along with trustees, has both voting and
OWNED BY investment power with respect to 726,452 shares held
EACH by the Samuel J. and Connie M. Frankino Charitable
REPORTING Foundation, and to 1,000,000 shares held by the Corrine
PERSON L. Dodero Trust for the Arts and Sciences, both of which
WITH are charitable organizations. Mr. Frankino disclaims
beneficial ownership of these shares.
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9 SOLE DISPOSITIVE POWER
14,016,560
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10 SHARED DISPOSITIVE POWER
Mr. Frankino along with trustees, has dispositive
power with respect to 726,452 shares held by the Samuel
J. and Connie M. Frankino Charitable Foundation, and to
1,000,000 shares held by the Corrine L. Dodero Trust for
the Arts and Sciences, both of which are charitable
organizations. Mr. Frankino disclaims beneficial
ownership of these shares.
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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 (11) EXCLUDES
CERTAIN SHARES* |_|
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13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
55%
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14 TYPE OF REPORTING PERSON*
IN
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<PAGE>
This Statement amends the Statement on Schedule 13D previously filed by
the undersigned with respect to his beneficial ownership of shares of
Common Stock of National Auto Credit, Inc. ("NAC").
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")
(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 August 30, 1999, Mr. Frankino, acting in his individual capacity as Managing
Partner and Trustee of Frankino Investment Company and as a Trustee for the
Samuel J. and Connie M. Frankino Charitable Foundation and the Corrine L. Dodero
Trust for the Arts and Sciences (the "Trusts"), acted by written Consent of
Stockholders to amend the Bylaws of NAC (i) to eliminate the requirement that
the affirmative vote of 80% of each class of stock outstanding be obtained in
order to amend Bylaw provisions relating to the number of and manner of election
of Directors, and (ii) to expand the Board of Directors of NAC to thirteen and
to vote his and the Trusts shares (which are a majority of the shares
outstanding) in favor of Peter T. Zacharoff, David L. Huber, Philip A. Sauder,
Lorraine Dodero, Terry Sweitzer, Donald Jasensky and William T. Maund (the "New
Directors"), thus electing the New Directors to the seven vacancies on the Board
of Directors. Mr. Frankino has commenced litigation in the Court of Chancery of
the State of Delaware pursuant to 8 Del. C. 225 to confirm the election of the
New Directors to the NAC Board of Directors. In addition, on August 30, 1999,
Mr. Frankino gave notice pursuant to the Company's Bylaws that he and William J.
Dodero would stand for election to the NAC Board of Directors at the upcoming
September 15, 1999 meeting, for the seats on the NAC Board that are currently
filled by John A. Gleason and William S. Marshall, who are standing for
re-election, and that Mr. Zackaroff and Mr. Huber would stand for re-election to
their newly created seats, if their terms of office are deemed to expire at the
1999 annual meeting. Mr. Frankino intends to vote the shares held in his name
and the shares held by Frankino and Frankino Investment Company and the Trusts,
which constitute a majority of the outstanding shares as of the record date, in
favor of the election of Mr. Frankino and Mr. Dodero, as well as for Mr.
Zackaroff and Mr. Huber if their terms of office expire at the 1999 annual
meeting. Mr. Frankino believes that the NAC Board should be committed to
maximizing stockholder value for all holders of Common Stock and, in furtherance
of that objective, Mr Frankino believes that the NAC Board should (a) retain an
investment banking firm to propose, identify and evaluate potential corporate
transactions which would enhance stockholder value, including, without
limitation, soliciting offers from appropriate persons and entities with respect
to an acquisition of NAC, whether by merger, tender offer, sale of assets or
otherwise, and (b) consider all bona fide proposals. Mr Frankino may (but is not
in any way committed or obligated to), in his sole and absolute discretion,
propose or seek to effectuate a transaction of transactions whereby (i) he or
entities controlled by him would acquire all or part of the equity interests in
NAC that he does not currently beneficially own or (ii) he would sell or
otherwise dispose of all shares of Common Stock he beneficially owns. It is
anticipated that each of the New Directors and Messrs. Dodero and Frankino will,
subject in all respects to his fiduciary duties under applicable law, seek to
cause the NAC Board to (A) retain an investment banking firm for the
aforementioned purposes and (B) facilitate the solicitation of, and consider,
all bona fide proposals with respect to transactions aimed at enhancing
stockholder value, including, without limitation, transactions involving an
aquisition of NAC. There can be no assurance that any such transaction will be
proposed, that any transactions that may in fact be proposed would be
acceptable, or that any transaction that is deemed acceptable would be
consummated.
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).
(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 Samuel J.
<PAGE>
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 beneficial ownership of in these shares. Lorraine Dodero,
who is one of the New Directors, is a co-trustee of the Corrine L.
Dodero Trust for the Arts and Sciences and, as such, has voting and
investment power with respect to the 1,000,000 shares held by such
trust, along with the other trustees.
(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.
None.
Item 7. Material to be Filed as Exhibits.
Exhibit 99.1 - Consent of Stockholders dated August 30, 1999
Exhibit 99.2 - Notice of Nomination of Directors dated August 30,
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: August 30, 1999 /s/ Sam J. Frankino
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Sam J. Frankino
Exhibit 99.1
CONSENT OF STOCKHOLDERS
OF
NATIONAL AUTO CREDIT, INC.
THE UNDERSIGNED, being the holders of a majority of the outstanding stock
of National Auto Credit, Inc., a Delaware corporation (the "Corporation"), do
hereby adopt the following resolutions pursuant to Section 228 of the Delaware
General Corporation Law:
RESOLVED, that Article IX (Miscellaneous) of the Amended and Restated
By-Laws of the Corporaion (the "By-Laws") is hereby amended by deleting the
final sentence thereof.
FURTHER RESOLVED, that Section 1 (Number of Directors) of Article III of
the By-Laws is hereby amended by deleting the first sentence thereof, and
replacing such sentence with the following:
The total number of directors constituting the whole board shall be
thirteen (13), and no vacancy shall be deemed to exist in the board unless
the number of directors in office falls below that number.
FURTHER RESOLVED, that the following seven (7) persons are hereby elected
to fill the new directorships created by the foregoing resolution: Peter T.
Zackaroff and David L. Huber (to serve in the class of directors whose terms
expire at the 1999
<PAGE>
annual meeting), Philip A. Sauder, Lorraine Dodero and Terry Sweitzer (to serve
in the class of directors whose terms expire at the 2000 annual meeting), and
Donald Jasensky and William T. Maund (to serve in the class of directors whose
terms expire at the 2001 annual meeting).
/s/ Sam J. Frankino
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Sam J. Frankino
Samuel J. and Connie M. Frankino
Charitable Foundation
By: /s/ Sam J. Frankino
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Sam J. Frankino
Trustee
Connie L. Dodero Trust for the
Arts & Sciences
By: /s/ Sam J. Frankino
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Sam J. Frankino
Trustee
The Frankino & Frankino Investment
Company
By: /s/ Sam J. Frankino
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Sam J. Frankino
Managing Partner & Trustee
Date: August 30th 1999
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August 30, 1999
National Auto Credit, Inc.
30000 Aurora Road
Solon, Ohio 44319
Attn: Secretary
Re: Notice of Nomination of Directors for Election at 1999 Annual
Meeting
Ladies and Gentlemen:
Pursuant to Article III, Section 2 of the Amended and Restated
By-laws of National Auto Credit, Inc. (the "Company"), the undersigned, a
stockholder of the Company beneficially owning a majority of the Company's
outstanding common stock, hereby nominates the following persons for election to
the Board of Directors of the Company at the Company's annual meeting of
stockholders which, pursuant to a Stipulation and Order entered by the Delaware
Court of Chancery in Frankino v. National Auto Credit, Inc., C.A. Nos. 17208 and
17209, shall be held on September 15, 1999, without adjournment or postponement
(except with prior Court approval):
First Nominee: Sam J. Frankino
Age: 75
Business Address: 7108 Eagle Terrace, West Palm
Beach, Florida 33412
Residence Address: 7108 Eagle Terrace, West Palm Beach, Florida
33412
Principal Occupation/Employment: Retired since 1998 as Chairman of
the Board of National Auto Credit, Inc. (Agency Rent-A-Car,
Inc.), Solon, Ohio. Previously Mr. Frankino held the positions
of Chairman of the Board and
<PAGE>
National Auto Credit, Inc.
August 30, 1999
Page 2
Chief Executive Officer of National Auto Credit from 1969
through 1998.
Number of Shares of Stock of the Company Beneficially Owned by
Nominee: 15,743,012
Second Nominee: William J. Dodero
Age: 51
Business Address: 33060 Solon Road, Solon, OH 44139
Residence Address: 37 Pepper Creek, Pepper Pike, OH 44124
Principal Occupation/Employment: Vice President of Credex Auto
Leasing and Finance, Inc., Solon, Ohio specializing in leasing
used cars nationwide. From 1969 through 1990, Mr. Dodero held
the position of Chief Operating Engineer, Superintendent &
Foreman for Murray Hill Construction Company, providing
utility construction for local, state and federal projects
within the United States.
Number of Shares of Stock of the Company Beneficially Owned by
Nominee: 84,939
In addition, if the terms of office of the following persons expire
at the 1999 annual meeting, such persons are hereby nominated for election to
the board of directors:
Third Nominee: Peter T. Zackaroff
Age: 43
Business Address; 5399 Lauby Road, North Canton, Ohio 44720
Residence Address: 3084 Woodsmill Road, Bath, Ohio 44210
Principal Occupation/Employment: Vice-President of Operations and
General Counsel of Crawford Consulting, Inc., North Canton,
Ohio since 1996. Crawford Consulting Inc. is a software
development firm specializing in court and recorders office
applications. Previously Mr. Zackaroff held the position of
Executive Vice President, General Counsel, and Secretary of
National Auto credit
<PAGE>
National Auto Credit, Inc
August 30, 1999
Page 3
Inc. (Agency Rent-A-Car). Mr. Zackaroff was employed by
National Auto Credit from 1988 through 1994. Prior to 1988,
Mr. Zackaroff was a partner in the law firm of Schwab,
Grosenbaugh, Fort & Seamon Co. L.P.A. located in Akron, Ohio.
Number of Shares of Stock of the Company Beneficially Owned by
Nominee: -0-
Fourth Nominee: David L. Huber
Age: 41
Business Address: 2205 Empire, Bloomington, IL 61704
Residence Address: 601 Ironwood Drive, Normal IL 61761
Principal Occupation/Employment: President and CEO of Goshen
Fidelity, Bloomington, Illinois since 1990. Mr. Huber has more
than 21 years of auto related experience ranging from
importing and sales through owner management of two auto
franchises and one auto loan finance company. His
responsibilities include overseeing all phases of operating
and marketing of a nonprime auto finance organization with 72
employees, operating in 32 states with volume of $70 million
annually. Mr. Huber works with 1,200 auto dealers and 22
banks. He has produced loan volume from zero to $7 million per
month in six years. Mr. Huber has developed nationwide network
of dealerships and banks.
Number of Shares of Stock of the Company Beneficially Owned by
Nominee: 8,000
Each of the foregoing nominees has consented to be nominated and
elected as a director of the Company.
Please contact the undersigned promptly through his attorneys, Eric
Seiler, Esquire, Friedman Kaplan & Seiler LLP, 875 Third Avenue, New York, NY
10022-6225 (telephone: (212) 833-1100; fax: (212) 355-6401) or A. Gilchrist
Sparks, III, Esquire, Morris, Nichols, Arsht & Tunnell, 1201 N. Market Street,
<PAGE>
National Auto Credit, Inc.
August 30, 1999
Page 4
Wilmington, DE 19801 (telephone: (302) 658-9200; fax: (302) 658-3989), if the
Company desires to discuss the foregoing nominations or desires any further
information with respect thereto.
Sincerely yours,
/s/ Sam J. Frankino
Sam J. Frankino
cc: James J McNamara, Chairman of the Board (Via Telecopy)
The Corporation Trust Company (By Hand)
