<PAGE> 1
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
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)
SMART CHOICE AUTOMOTIVE GROUP, INC.
-----------------------------------
(Name of Issuer)
COMMON STOCK, $.01 PAR VALUE
----------------------------
(Title of Class of Securities)
831686 20 9
(CUSIP Number)
DAVID M. RESHA
FINOVA MEZZANINE CAPITAL, INC.
500 Church Street
Suite 200
Nashville, TN 37219
-------------------
(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communication)
December 1, 1999
----------------
(Date of Event Which Requires Filing of This Statement)
If the filing persons has previously filed a statement on Schedule 13G
ro 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 [X].
(Continued on following pages)
Page 1 of 5 pages
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> 2
CUSIP No. 831686 20 9 13D Page 2 of 5 Pages
1. NAME OF REPORTING PERSON
SS OR IRS IDENTIFICATION NO. OF ABOVE PERSON
Finova Mezzanine Capital, Inc., formerly known as Sirrom Capital
Corporation. 62-1583116
2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) [ ]
N/A (b) [ ]
3. SEC USE ONLY
4. SOURCE OF FUNDS
OO
5. CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO
ITEM 2(d) OR 2(e) [ ]
N/A
6. CITIZENSHIP OR PLACE OF ORGANIZATION
Tennessee
- --------------------------------------------------------------------------------
NUMBER OF 7. SOLE VOTING POWER
SHARES 23,434,449
BENEFICIALLY ------------------------------------------------------------
OWNED BY EACH 8. SHARED VOTING POWER
REPORTING 0
PERSON WITH ------------------------------------------------------------
9. SOLE DISPOSITIVE POWER
23,434,449
------------------------------------------------------------
10. SHARED DISPOSITIVE POWER
0
- --------------------------------------------------------------------------------
11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
23,434,449
12. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES [ ]
N/A
13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
47.84%
14. TYPE OF REPORTING PERSON
CO
<PAGE> 3
SCHEDULE 13D OF FINOVA MEZZANINE CAPITAL, INC.
WITH RESPECT TO SECURITIES OF SMART CHOICE AUTOMOTIVE GROUP, INC.
Item 1. Security and Issuer
Common stock, par value $0.01 per share
Smart Choice Automotive Group, Inc.
5200 South Washington Avenue
Titusville, FL 33780
Item 2. Identity and Background
This statement is being filed by Finova Mezzanine Capital, Inc.
("Finova"), formerly known as Sirrom Capital Corporation, a Tennessee
corporation, which is engaged in the business of lending and investing in medium
sized businesses. Finova's principal business and office address is 500 Church
Street, Suite 200, Nashville, TN 37219. Finova has not been convicted of a
criminal proceeding during the last five years, nor has Finova during the last
five years been a party to any civil proceeding of a judicial or administrative
body of competent jurisdiction which resulted in 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.
The executive officers and directors of Finova, and/or any person
controlling Finova, are identified below:
Its directors are Samuel L. Eichenfield, Robert M. Korte and David M.
Resha. Its executive officers are as follows:
Samuel L. Eichenfeld, Chairman and Chief Executive Officer
William J. Hallinan, Senior Vice President- General Counsel and
Secretary
Bruno A. Marszowski, Senior Vice President- Controller and Chief
Financial Officer
Meilee E. Smythe, Senior Vice President- Treasurer
Robert M. Korte, Executive Vice President
David M. Resha, Senior Vice President
Finova is a wholly-owned subsidiary of FINOVA Group, Inc. The executive
officers and principal place of business of FINOVA Group, Inc. are as
follows:
Samuel L. Eichenfeld, Chairman and Chief Executive Officer
Matthew M. Breyne, President
Derek C. Bruns, Senior Vice President- Internal Audit
William J. Hallinan, Senior Vice President- General Counsel and
Secretary
Bruno A. Marszowski, Senior Vice President- Controller and Chief
Financial Officer
William C. Roche, Senior Vice President- Human Resources and Facilities
Planning
Meilee E. Smythe, Senior Vice President- Treasurer
J. Chris Webster, Senior Vice President-Major Accounts Group
John J. Bonano, Executive Vice President- Commercial Finance Group
Jack Fields,III, Executive Vice President - Specialty Finance Group
Robert M.Korte, Executive Vice President - Capital Markets Group
Gregory C. Smalis, Executive Vice President, Portfolio Management
FINOVA Group, Inc.
4800 Scottsdale Road
Scottsdale, Arizona 85251
Page 3 of 5 Pages
<PAGE> 4
The directors of FINOVA Group,Inc., including their occupations and
businesses addresses are as follows:
Robert H. Clark, Jr.
Case, Pomeroy & Company, Inc.
529 5th Avenue, Suite 1600
New York, New York 10017-4608
Constance R. Curran
President and CEO
CurranCare
7222 West Cermak Road, Suite 200
North Riverside, Illinois 60546
G. Robert Durham
Retired Chairman and Chief Executive Officer
Walter Industries, Inc.
244 Carlyle Lake Drive
Crave Coeur, Missouri 60546
James L. Johnson
Chairman Emeritus and Director
GTE Corporation
1603 Cottonwood Valley Circle North
Irving, TX 75038
Kenneth R. Smith
Professor of Economics
McClelland Hall Room #430MM
The University of Arizona
Tuscon, Arizona 85721
Shoshana B. Tancer
Professor of International Studies
American Graduate School of International Management
5101 North 35th Street
Phoenix, Arizona 85018
John W. Teets
Chairman and CEO
J.W. Teets Enterprises, LLC
18850 N. Central Ave., Suite 600
Phoenix, Arizona 85077
None of the foregoing persons has been convicted in a criminal
proceeding during the last five years nor has any such person during
the last five years been a party to any civil proceeding of a judicial
or administrative body of competent jurisdiction which resulted in 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.
Item 3. Source and Amount of Funds of Other Consideration.
Finova originally acquired 100 shares of the Issuer's Series D
Convertible Preferred Stock (the "Series D Stock") in connection with a loan
transaction from Finova to the Issuer on June 22, 1998. Effective December 1,
Page 4 of 5 Pages
<PAGE> 5
1999 Finova and the Issuer entered into agreements whereby the Series D Stock
was exchanged for 2,292,500 shares of the Issuer's common stock and certain
indebtedness owed by the Issuer to Finova was exchanged for 21,141,949 shares of
the Issuer's common stock.
Item 4. Purpose of Transaction.
The purpose of the transaction was to facilitate the reorganization of
the Issuer and an investment by Crown Group, Inc. in the Issuer. The is no
affiliation between Finova and Crown Group, Inc. Finova has no present
intentions of causing any of the acts or events described in Item 4 of Schedule
13D.
Item 5. Interest in the Securities of the Issuer.
(a) Finova beneficially owns in the aggregate 23,434,449 shares of the
Issuer's common stock. Finova beneficially owns approximately 47.84% of the
common stock of the Issuer, as determined in accordance with Rule 13d-3(d)(1).
Because the Issuer's Series E Convertible Preferred Stock votes on an "as
converted basis" with the common stock, Finova has voting power equal to
approximately 12.59% of the outstanding voting securities of the Issuer.
(b) Finova possesses sole voting and dispositive powers with respect to
all of the securities of the Issuer beneficially owned by it.
(c) See Item 3.
(d) Not applicable
(e) Not applicable
Item 6. Contracts, Arrangements, Understandings or Relationships with respect to
Securities of the Issuer.
Other than the Voting Agreements described in Item 7, there are no
contracts, arrangements, understandings or relationships among the persons named
in Item 2 and between such persons and any person with respect to any securities
of the Issuer.
Item 7. Material to be Filed as Exhibits.
(1) Voting Agreement entered into as of December 1, 1999 between Finova
and the Issuer relating to voting of common stock received upon exchange of
Series D Convertible Preferred Stock.
(2) Voting Agreement entered into as of December 1, 1999 between Finova
and the Issuer relating to voting of common stock received upon exchange of
indebtedness.
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: February 14, 2000 By: /s/ John B. Burtchaell
--------------------------
Name: John B. Burtchaell
Title: Vice President
Page 5 of 5 Pages
<PAGE> 6
VOTING AGREEMENT
This Voting Agreement is made and entered into as of November
29th, 1999, by and between Smart Choice Automotive Group, Inc., a Florida
corporation (the "Company") and FINOVA Mezzanine Capital, Inc. (f/k/a Sirrom
Capital Corporation) ("Shareholder").
W I T N E S E T H:
WHEREAS, The Company and the Shareholder have entered into
certain agreements whereby, effective as of November 30, 1999, the Shareholder
agreed to exchange certain outstanding indebtedness (described in those
agreements) held by the shareholders in consideration for the Company issuing
21,141,949 shares of Company Common Stock, par value $0.01 per share ("Common
Stock") to the Shareholder (the "Exchange"); and
WHEREAS, in order to induce the Company to enter into the
Exchange, the Shareholder has agreed to enter into this Agreement;
NOW, THEREFORE, in consideration of the premises, the mutual
promises contained herein and other good and valuable consideration, the receipt
and sufficiency of which are hereby acknowledged, the parties hereto hereby
agree as follows:
SECTION 1. AGREEMENT TO VOTE. Stockholder hereby agrees to
vote all of the shares of Company common stock acquired by it in the Exchange in
favor of amending the Articles of Incorporation of the Company to increase the
number of authorized shares of Common Stock to 200,000,000 or greater at the
special or annual meeting of shareholders of the Company held prior to June 30,
2000 at which such amendment is proposed.
SECTION 2. REPRESENTATIONS AND WARRANTIES OF SHAREHOLDER.
Shareholder represents and warrants to the Company as follows:
(i) This Agreement has been duly executed and delivered by
such Shareholder and is the legal, valid and binding obligation of Shareholder,
enforceable against Shareholder in accordance with its terms.
(ii) The execution and delivery of this Agreement and the
consummation of the transactions herein contemplated will not conflict with or
violate any law, regulation, court order, judgment or decree applicable to
Shareholder or by which the property of Shareholder is bound or affected, or
conflict with or result in any breach of or constitute a default (or an event
which with notice or lapse of time or both would become a default) under any
instrument or rule of law pursuant or any other contract, agreement, instrument
or other understanding to which Shareholder is a party.
SECTION 3. REMEDIES. The parties hereto agree that if for any
reason Shareholder shall have failed to perform its obligations under this
Agreement, then the Company shall be entitled to specific performance and
injunctive and other equitable relief, and Shareholder further agrees to waive
any requirement for the securing or posting of any bond in connection with the
obtaining of any such injunctive or other equitable relief. This provision is
without prejudice to any other rights or remedies, whether at law or in equity,
that the Company may have against Shareholder for any failure to perform its
obligations under this Agreement.
<PAGE> 7
SECTION 4. TRANSFEREE AGREEMENT. Prior to the shareholders
meeting referred to in Section 1 above, Shareholder agrees not to sell, assign
or transfer any of its shares of Common Stock owned by it unless as a condition
precedent thereto the purchaser, assignee or transferee enters into a voting
agreement with the Company substantially in the same form as this Agreement.
SECTION 5. GOVERNING LAW. This Agreement shall be governed by
and construed in accordance with the internal laws of the State of Florida,
without reference to or application of any conflicts of law principles.
SECTION 6. BINDING EFFECT. This Agreement and all of the
provisions hereof shall inure to the benefit of, and be binding upon, the
parties hereto and their respective successors and assigns. No other person or
entity will have any rights or obligations hereunder.
SECTION 7. ENTIRE AGREEMENT. This Agreement constitutes the
entire agreement between the parties hereto pertaining to the subject matter
hereof and supersedes all prior agreements, understandings, negotiations and
discussions, whether oral or written, of the parties.
SECTION 8. LEGAL FEES. In the event of any litigation between
any of the parties to this Agreement with respect to enforcement of the
provisions hereof, the prevailing party in such litigation shall be entitled to
recover its legal fees and expenses from the other party to such litigation.
SECTION 9. COUNTERPARTS. This Agreement may be executed in one
or more counterparts, all of which shall be deemed to be one and the same
agreement. This Agreement shall be enforceable by and against each Shareholder
executing this Agreement, notwithstanding the failure of one or more other
Shareholders to execute this Agreement.
IN WITNESS WHEREOF, the parties hereto have duly executed this
Agreement as of the date first above written.
SMART CHOICE AUTOMOTIVE GROUP,
INC.
By: /s/ Robert J. Downing
-------------------------------
Name: Robert J. Downing
Title: Vice President
FINOVA MEZZANINE CAPITAL, INC.
(F/K/A SIRROM CAPITAL
CORPORATION)
By: /s/ Bruce T. Dicks
-------------------------------
Name: Bruce T. Dicks
Title: Vice President
2
<PAGE> 8
VOTING AGREEMENT
This Voting Agreement is made and entered into as of November
29th, 1999, by and between Smart Choice Automotive Group, Inc., a Florida
corporation (the "Company") and FINOVA Mezzanine Capital, Inc. (f/k/a Sirrom
Capital Corporation d/b/a Tandem Capital) ("Shareholder").
W I T N E S E T H:
WHEREAS, The Company and the Shareholder have entered into
certain agreements whereby, effective as of November 30, 1999, the Shareholder
agreed to exchange certain shares of Company Series D Convertible Preferred
Stock (described in those agreements) held by the shareholders in consideration
for the Company issuing 2,292,500 shares of Company Common Stock, par value
$0.01 per share ("Common Stock") to the Shareholder (the "Exchange"); and
WHEREAS, in order to induce the Company to enter into the
Exchange, the Shareholder has agreed to enter into this Agreement;
NOW, THEREFORE, in consideration of the premises, the mutual
promises contained herein and other good and valuable consideration, the receipt
and sufficiency of which are hereby acknowledged, the parties hereto hereby
agree as follows:
SECTION 1. AGREEMENT TO VOTE. Stockholder hereby agrees to
vote all of the shares of Company common stock acquired by it in the Exchange in
favor of amending the Articles of Incorporation of the Company to increase the
number of authorized shares of Common Stock to 200,000,000 or greater at the
special or annual meeting of shareholders of the Company held prior to June 30,
2000 at which such amendment is proposed.
SECTION 2. REPRESENTATIONS AND WARRANTIES OF SHAREHOLDER.
Shareholder represents and warrants to the Company as follows:
(i) This Agreement has been duly executed and delivered by
such Shareholder and is the legal, valid and binding obligation of Shareholder,
enforceable against Shareholder in accordance with its terms.
(ii) The execution and delivery of this Agreement and the
consummation of the transactions herein contemplated will not conflict with or
violate any law, regulation, court order, judgment or decree applicable to
Shareholder or by which the property of Shareholder is bound or affected, or
conflict with or result in any breach of or constitute a default (or an event
which with notice or lapse of time or both would become a default) under any
instrument or rule of law pursuant or any other contract, agreement, instrument
or other understanding to which Shareholder is a party.
SECTION 3. REMEDIES. The parties hereto agree that if for any
reason Shareholder shall have failed to perform its obligations under this
Agreement, then the Company shall be entitled to specific performance and
injunctive and other equitable relief, and Shareholder further agrees to waive
any requirement for the securing or posting of any bond in connection with the
obtaining of any such injunctive or other equitable relief. This provision is
without prejudice to any other rights or remedies, whether at law or in equity,
that the Company may have against Shareholder for any failure to perform its
obligations under this Agreement.
<PAGE> 9
SECTION 4. TRANSFEREE AGREEMENT. Prior to the shareholders
meeting referred to in Section 1 above, Shareholder agrees not to sell, assign
or transfer any of its shares of Common Stock owned by it unless as a condition
precedent thereto the purchaser, assignee or transferee enters into a voting
agreement with the Company substantially in the same form as this Agreement.
SECTION 5. GOVERNING LAW. This Agreement shall be governed by
and construed in accordance with the internal laws of the State of Florida,
without reference to or application of any conflicts of law principles.
SECTION 6. BINDING EFFECT. This Agreement and all of the
provisions hereof shall inure to the benefit of, and be binding upon, the
parties hereto and their respective successors and assigns. No other person or
entity will have any rights or obligations hereunder.
SECTION 7. ENTIRE AGREEMENT. This Agreement constitutes the
entire agreement between the parties hereto pertaining to the subject matter
hereof and supersedes all prior agreements, understandings, negotiations and
discussions, whether oral or written, of the parties.
SECTION 8. LEGAL FEES. In the event of any litigation between
any of the parties to this Agreement with respect to enforcement of the
provisions hereof, the prevailing party in such litigation shall be entitled to
recover its legal fees and expenses from the other party to such litigation.
SECTION 9. COUNTERPARTS. This Agreement may be executed in one
or more counterparts, all of which shall be deemed to be one and the same
agreement. This Agreement shall be enforceable by and against each Shareholder
executing this Agreement, notwithstanding the failure of one or more other
Shareholders to execute this Agreement.
IN WITNESS WHEREOF, the parties hereto have duly executed this
Agreement as of the date first above written.
SMART CHOICE AUTOMOTIVE GROUP,
INC.
By: /s/ Robert J. Downing
------------------------------
Name: Robert J. Downing
Title: Vice President
FINOVA MEZZANINE CAPITAL, INC.
(F/K/A SIRROM CAPITAL
CORPORATION)
By: /s/ Bruce T. Dicks
------------------------------
Name: Bruce T. Dicks
Title: Vice President
2
