Exhibit E
Joint Filing Agreement
This Agreement is entered into as of this 17th Day of April, 2000 by an between
Reading Entertainment, Inc. ("Reading"), its wholly owned subsidiary FA, Inc
("FA"), Xxxxx Corporation ("Xxxxx") and Citadel Holding Corporation (Citadel").
It is hereby agreed between the parties hereto that they will make a joint
filing on Schedule 13D with respect to the acquisition by FA of 8,999.900 shares
of the Common Stock, par value $.05 per share, of National Auto Credit, Inc.
Each of the parties understands its obligations under Rule 13d-1(k) with respect
to such a joint filing.
Reading Entertainment, Inc.
By:/s/ S. Xxxxx Xxxxxxxx
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S. Xxxxx Xxxxxxxx, Vice Chairman
FA, Inc.
By:/s/ S. Xxxxx Xxxxxxxx
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S. Xxxxx Xxxxxxxx, Vice President
Xxxxx Corporation
By:/s/ S. Xxxxx Xxxxxxxx
-------------------------------------
S. Xxxxx Xxxxxxxx, President
Citadel Holding Corporation
By:/s/ S. Xxxxx Xxxxxxxx
-------------------------------------
S. Xxxxx Xxxxxxxx,
Vice Chairman and Corporate Secretary
Schedule 1
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Information with respect to the Executive Officers and Directors of FA, Inc. is
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as follows:
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FA, Inc. ("FA") is a wholly owned subsidiary of Reading Entertainment, Inc.,
("REI" and collectively with its consolidated subscribers "Reading") and is
engaged principally in the business of owning its membership interest in the
Angelika Film Center and in the equipment leasing business. FA's business
address is.103 Springer Building, 0000 Xxxxxxxxxx Xxxx, Xxxxxxxxxx, XX 00000.
Set forth below is certain information with respect to the Executive Officers
and Directors of FA. Inc.
Xxxxxx X. Xxxxxxxx: President. Business Address: c/o Reading Entertainment,
Inc. One Penn Square West, 00 X. Xxxxxxxxx Xxxxxx, Xxxxx 0000,
Xxxxxxxxxxxx, Xxxxxxxxxxxx 00000. Principal business: Xx. Xxxxxxxx a
Director and the President of Reading Entertainment, Inc., and of various
of its subsidiaries. Reading is discussed below.
Xxxxxxx X. Xxxxxxx: Vice President and Secretary. Business Address: c/o
Reading Entertainment, Inc. One Penn Square West, 00 X. Xxxxxxxxx Xxxxxx,
Xxxxx 0000, Xxxxxxxxxxxx, Xxxxxxxxxxxx 00000. Principal business: Xx.
Xxxxxxx is the Vice President of Finance of REI and of various of its
subsidiaries. Reading is discussed below.
Xxxxx X. Xxxxxxxx: Vice President and Treasurer. Business Address: c/o Reading
Entertainment, Inc. One Penn Square West, 00 X. Xxxxxxxxx Xxxxxx, Xxxxx
0000, Xxxxxxxxxxxx, Xxxxxxxxxxxx 00000. Principal business: Xx. Xxxxxxxx
is the Chief Financial Officer of REI and of various of its subsidiaries.
Reading is discussed below.
Xxxxxx X. Xxxxxx, Xx.: Vice President: Business Address: c/o Reading
Entertainment, Inc. One Penn Square West, 00 X. Xxxxxxxxx Xxxxxx, Xxxxx
0000, Xxxxxxxxxxxx, Xxxxxxxxxxxx 00000. Principal business: Xx. Xxxxxx is
an employee of Reading is discussed below.
S. Xxxxx Xxxxxxxx: Vice President. Business Address: c/o Craig Corporation,
000 Xxxxx Xxxx Xxxxxx, Xxxxx 0000, Xxx Xxxxxxx, XX 00000. Principal
business: . Xx. Xxxxxxxx is the Vice Chairman and Corporate Secretary of
REI and of various of its subsidiaries, a Director and President of Xxxxx
Corporation ("CC"), and Vice Chairman and Corporate Secretary of Citadel
Holding Corporation ("CHC"). Xx. Xxxxxxxx is also a director of G&L
Realty, Inc. (an NYSE listed REIT specializing in health care properties).
Reading, Xxxxx and Citadel are discussed below.
Xxxxxxx X. Xxxxx: Assistant Secretary. c/o Reading Entertainment, Inc. One
Penn Square West, 00 X. Xxxxxxxxx Xxxxxx, Xxxxx 0000, Xxxxxxxxxxxx,
Xxxxxxxxxxxx 00000. Principal business: Xx. Xxxxx is the Financial
Analyst/Office Manager of REI and of various of its subsidiaries. Reading
is discussed below.
Set forth below is certain information with respect to the Executive Officers
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and Directors of Citadel, other than those individuals already discussed above.
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Citadel Holding Corporation ("CHC" and collectively with its consolidated
subsidiaries "Citadel") is principally in the business of owning and managing
its commercial real estate and agricultural assets. CHC's business address is
000 X. Xxxx Xxxxxx, Xxx Xxxxxxx, Xxxxxxxxxx 00000.
Xxxxx X. Xxxxxx: Chief Executive Officer and Chairman of the Board. Business
address: c/o Citadel Holding Corporation, 000 X. Xxxx Xxxxxx, Xxxxx 0000,
Xxx Xxxxxxx, Xxxxxxxxxx 00000. Principal business: Consultant. Xx.
Xxxxxx is the Chairman of the Board of Directors of CHC, CC, and REI and of
various of their subsidiaries, and a director of The Decurion Corporation
(real estate and cinema exhibition). Xxxxx and Reading are discussed below.
Xxxxxx X. Xxxxxxxx: Director. Business address: c/o Citadel Holding
Corporation, 000 X. Xxxx Xxxxxx, Xxxxx 0000, Xxx Xxxxxxx, Xxxxxxxxxx,
00000; Principle business: Director Xx. Xxxxxxxx is also a director of CC
and REI. Xx. Xxxxxxxx has been a director of PaineWebber Group, Inc. since
1978. Xx. Xxxxxxxx is a retired attorney and was Of Counsel to the
California law firm of Xxxxx Xxxxxxx Xxxxxx & Xxxxxxx from 1987 to March
1991. He was Chairman of the Board, President and Chief Executive Officer
of Northview Corporation from January to December 1987 and a partner in the
law firm of Xxxxx, Day, Xxxxxx & Xxxxx until December 1986. Xx. Xxxxxxxx
is also a director of Advanced Machine Vision Corp. Xxxxx and Reading are
discussed below.
Xxxxxxx X. Xxxxxxxxxxx: Chief Financial Officer of CHC Business address: c/o
Citadel Holding Corporation, 000 X. Xxxx Xxxxxx, Xxxxx 0000, Xxx Xxxxxxx,
Xxxxxxxxxx, 00000. Principal business: Executive. Xx. Xxxxxxxxxxx is
also the Chief Financial Officer of CC and the Chief Administrative Officer
of REI. Prior to joining the Company, Xx. Xxxxxxxxxxx was the Finance
Director of Xxxxxxx Xxxxxxx, Inc. Xx. Xxxxxxxxxxx was associated with
Xxxxxxx Xxxxxxx and its predecessors for more than the past twenty years
and also served as a director of certain Xxxxxxx Xxxxxxx subsidiaries.
Reading and Xxxxx are discussed herein.
Xxxxx Xxxxx: Vice President of Real Estate of CHC Business address: c/o
Citadel Holding Corporation, 000 X. Xxxx Xxxxxx, Xxxxx 0000, Xxx Xxxxxxx,
Xxxxxxxxxx 00000. Principal business: Executive. Xx. Xxxxx is also Vice
President of Real Estate for Reading. Reading is discussed below.
Xxxxxxx X. Xxxxx: Director Business address: c/o Citadel Holding Corporation,
000 X. Xxxx Xxxxxx, Xxxxx 0000, Xxx Xxxxxxx, Xxxxxxxxxx, 00000. Principle
business: Director. Xx. Xxxxx is self-employed.
Xxxxxx Xxxxxxxxxx Xx.: Director. Business address, c/o Citadel Holding
Corporation, 000 X. Xxxx Xxxxxx, Xxxxx 0000, Xxx Xxxxxxx, Xxxxxxxxxx 00000;
principal business activity: executive. Xx. Xxxxxxxxxx is the President
and the owner of Unisure Insurance Services, Incorporated, a corporation
specialized in the life, business life and group health insurance business,
which has offices at 0000 Xxxxxxxx Xxxxxxxxx, Xxxxx 000, Xxxxxxxx, XX
00000.
Set forth below is certain information with respect to the Executive Officers
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and Directors of Xxxxx, other than those individuals already discussed above.
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Xxxxx Corporation ("CC" and collectively with its wholly owned subsidiaries
"Xxxxx") is principally in the business of acquiring and holding controlling
interests in other publicly held companies, and providing management and
consulting services to such companies. At the present time, Craig's principal
holdings are equity securities in Reading Entertainment, Inc. and Citadel
Holding Corporation. Craig's business address is 000 X. Xxxx Xxxxxx, Xxx
Xxxxxxx, Xxxxxxxxxx 00000
Xxxxxxxx Xxxxxx: Director. Business address: c/o Craig Corporation, 000 X.
Xxxx Xxxxxx, Xxxxx 0000, Xxx Xxxxxxx, Xxxxxxxxxx 00000. Principal
business: Executive. Xx. Xxxxxx is a member of the New York Bar, and the
Vice President of Xxxxxxx Packing Corporation, a company which is engaged
in the citrus packing and marketing business in California, with offices at
00000 Xxxx Xxxxx Xxxxxx, Xxxxxx Xxxx, Xxxxxxxxxx 00000, and a Director of
Big 4 Ranch, Inc., an affiliate of Xxxxx and Reading. Xx. Xxxxxxxx Xxxxxx
is also the Senior Vice President of Union Square Management, Inc. (live
theater management).
Xxxxxxx X. Xxxxx: Director. Business address: c/o Craig Corporation, 000 X.
Xxxx Xxxxxx, Xxxxx 0000, Xxx Xxxxxxx, Xxxxxxxxxx 00000; principal business:
Attorney with the law firm of Xxxx & Xxxxx.
Xxxxxx X. Xxxxxxx: Director. Business address: c/o Craig Corporation, 000 X.
Xxxx Xxxxxx, Xxxxx 0000, Xxx Xxxxxxx, Xxxxxxxxxx 00000.; Principal
business: Executive and financial advisor. Xx. Xxxxxxx owns and operates
Aegis Investment Management Company, a financial advisory business located
at 0000 Xxxxxxxxxxx, Xxxxxxxx Xxxxxxx, XX 00000.
Set forth below is certain information with respect to the Executive Officers an
Directors of Reading, other than those individuals already discussed above.
Reading Entertainment, Inc., ("REI" and collectively with its consolidated
subsidiaries, "Reading") is principally in the business of developing, owning
and operating cinemas in Australia, New Zealand, the United States and Puerto
Rico and of developing, owning and operating cinema based entertainment centers
in Australia and New Zealand
Xxxxxxx X. XxXxxxxxx: Director. Business Address: x/x Xxx Xxxx Xxxxxx Xxxx,
30 S. Fifteenth Street, Suite 1300 Xxxxxxxxxxxx, Xxxxxxxxxxxx 00000.
Business activity: Director and Investor and Financial Consultant. Xx.
XxXxxxxxx is self-employed.
Xxxxx X. Xxxxx: Director. Business Address: x/x Xxx Xxxx Xxxxxx Xxxx, 30 S.
Fifteenth Street, Suite 1300 Xxxxxxxxxxxx, Xxxxxxxxxxxx 00000. Business
activity: Director, Investor and Business Executive. Xx. Xxxxx is
currently self-employed.
Xxxxx X. Xxxxxx: Vice President--Business Affairs. Business address; 000 Xxxxx
Xxxxxx, 00xx Xxxxx, Xxx Xxxx, XX 00000; principal business activity:
Executive.
To the best knowledge of the Filing Parties, none of the above individuals have,
during the last five years, been convicted in a criminal proceeding (excluding
traffic violations or similar misdemeanors). Likewise, to the best knowledge of
the Filing Parties, none of the above individuals was, during the last five
years, 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 or prohibiting or
mandating activities subject to, federal or state securities laws or finding any
violation with respect to such laws. To the best knowledge of the Filing
Parties, all of the above individuals are citizens of the United Sates of
America.
Schedule 2
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Certificate of Designation
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CERTIFICATE OF DESIGNATION, NUMBER, POWERS, PREFERENCES AND
RELATIVE, PARTICIPATING, OPTIONAL AND OTHER SPECIAL RIGHTS AND
THE QUALIFICATIONS, LIMITATIONS, RESTRICTIONS, AND OTHER
DISTINGUISHING CHARACTERISTICS
OF THE
SERIES A CONVERTIBLE PREFERRED STOCK
OF
NATIONAL AUTO CREDIT, INC.
The undersigned hereby certify that:
1. The name of the corporation is National Auto Credit, Inc. (hereinafter
referred to as the "Corporation"), a corporation organized and existing under
the laws of the State of Delaware.
2. The certificate of incorporation of the Corporation, as amended, authorizes
the issuance of two million shares of Preferred Stock, par value $.05 per share,
and expressly vests in the Board of Directors of the Corporation the authority
provided therein to issue any or all of said shares as a class without series,
or if so determined from time to time by the board of directors, either in whole
or in part in one or more series, each series to be expressly designated by
distinguishing number, letter, or title prior to the issuance thereof; and to
designate the number, rights, preferences, privileges and other special rights
and the qualifications, limitations, restrictions, and other distinguishing
characteristics thereof.
3. The Board of Directors of the Corporation, pursuant to the authority
expressly vested in it as aforesaid and pursuant to the provisions of the
Delaware General Corporation Law, has adopted the following resolutions creating
a Series "A" issue of Preferred Stock:
WHEREAS, Article FOURTH of the certificate of incorporation, as amended
(the "Certificate of Incorporation"), authorizes the Corporation to issue
up to 2,000,000 shares of Preferred Stock as a class without series, or if
so determined from time to time by the Board of Directors; either in whole
or in part in one or more series, each series to be expressly designated by
distinguishing number, letter, or title prior to the issuance thereof.
WHEREAS, the Board of Directors is authorized by the Certificate of
Incorporation, to designate the number, rights, preferences, privileges and
other special rights and the qualifications, limitations, restrictions, and
other distinguishing characteristics of one or more series of Preferred
Stock;
WHEREAS, no series of such preferred stock has been previously designated,
and the Corporation now wishes to designate one hundred (100) of such
shares of Preferred Stock to be Series A Convertible Preferred Stock; and
to designate the number, rights, preferences, privileges and other special
rights and the qualifications, limitations, restrictions, and other
distinguishing characteristics of the same;
NOW, THEREFORE, RE IT RESOLVED, that the Board of Directors hereby fixes
and determines the designation and the number of shares constituting, and
the rights, preferences, privileges and other special rights and the
qualifications, limitations, restrictions and other distinguishing
characteristics of a new series of Preferred Stock, as follows:
1. Designation. The series of preferred stock provided for by this resolution
shall be designated "Series A Convertible Preferred Stock" (hereinafter referred
to as the "Series A Preferred Stock").
2. Authorization. The number of shares constituting the Series A Preferred
Stock shall be one hundred (100) shares having a par value of $0.05 per share.
Such number may not be increased or decreased without the vote or consent of the
holders of a majority of the shares of Series A Preferred stock then
outstanding.
3. Dividends. The holders of the Series A Preferred Stock shall be entitled to
receive such dividends as may be declared and paid from time to time by the
Board of Directors of the Corporation, prior to and in preference to the holders
of Common Stock. For purposes solely of the Series A Preferred Stock's
entitlement to dividends, a share of Series A Preferred Stock shall be treated
as equivalent to a share of the Corporation's Common Stock, subject to
adjustment pursuant to Section 5 hereof, so that the Board of Directors shall
not declare or pay any dividends on the Common Stock unless it shall have
declared and paid prior thereto an equivalent dividend (as adjusted pursuant to
Section 5 hereof).
4. Conversion Rights.
(a) At any time, at the option of the holder, and subject to the
antidilution provisions set forth in Section 5, each share of outstanding
Series A Preferred Stock may be converted into one share of the
Corporation's Common Stock. To exercise this conversion right, the holder
shall deliver written notice to the Corporation stating the number shares
of Series A Preferred Stock which it intends to convert, along with the
certificate or certificates representing the whole number of shares Series
A Preferred Stock which the holder intends to so convert into Common Stock.
(b) Promptly after the surrender of Series A Preferred Stock by the
holder under Section 4 (a) hereof, and receipt thereof by the Corporation,
the Corporation shall issue and deliver, or cause to be issued and
delivered, to the holder a certificate or certificates for the number of
whole shares of Common Stock issuable upon the conversion of such Series A
Preferred Stock. The date of the issuance of such Common Stock shall be the
"Conversion Date." No fractional shares shall be issued upon conversion of
the Series A Preferred Stock into shares of Common Stock; the number of
shares of Common Stock issued upon conversion of the Series A Preferred
Stock shall be rounded to the nearest whole number of shares. To the extent
permitted by law, the conversion shall be deemed to have been effected as
of the close of business on the Conversion Date (or on the next preceding
business day if the Conversion Date is not a business day) and at that time
the rights of the holder of Series A Preferred Stock, as such holder, shall
cease, and the holder of the Series A Preferred Stock shall become the
holder of record shares of Common Stock and shall solely be entitled to the
rights and preferences of the holders of shares of Common Stock.
(c) Notwithstanding anything herein to the contrary, on any liquidation
of the Corporation, the right of conversion of the Series A preferred Stock
shall terminate at the
close of business on the last full business day before the date fixed for
payment of the amount distributable on the Series A Preferred Stock.
5. Antidilution Rights. The Conversion Price and the number of shares issuable
upon conversion shall be subject to adjustment as follows:
(a) In case the Corporation shall (i) declare a dividend on its Common
Stock payable in shares of its Common Stock, (ii) subdivide its outstanding
shares of Common Stock, into a greater number of shares, (iii) combine its
outstanding shares of Common Stock into a smaller number of shares, or (iv)
issue any shares of its capital stock by reclassification of the Common
Stock (including any such reclassification in connection with a
consolidation or merger in which the Corporation is the continuing
corporation), then, and in each case, the Conversion Price in effect at the
time of the record date for such dividend or of the effective date of such
subdivision, combination or reclassification shall be proportionately
adjusted so that the holder of any shares of the Series A Preferred Stock
surrendered for conversion after such time shall be entitled to receive the
kind and amount of shares such holder would have owned or have been
entitled to receive had such shares of the Series A Preferred Stock been
convened immediately prior to the time of such dividend, subdivision,
combination, or reclassification. Such adjustment shall be made
successively whenever any event listed above shall occur.
(b) In case of any consolidation or merger of the Corporation with or
into any other corporation (other than a consolidation or merger in which
the Corporation is the surviving or continuing Corporation), or in case of
any sale or transfer of all or substantially all of the assets of the
Corporation, the holder of each share of the Series A Preferred Stock,
shall have after such reorganization, classification, consolidation,
merger, sale or transfer, the right to convert such shares of the Series A
Preferred Stock solely into (or redeem such share for, out of funds legally
available for the purpose, as the case may be) the kind and amount of
shares of stock and other securities and property including cash) which
such holder would have been entitled to receive had such share of Series A
Preferred Stock been converted immediately prior to such consolidation,
merger, sale or transfer.
(c) In case the Corporation shall distribute to holders of its Common
Stock shares of its capital stock (other than Common Stock), stock or other
securities of other persons, evidences of indebtedness issued by the
corporation or other persons, assets (excluding cash dividends) or options
or rights (excluding options to purchase and rights to subscribe for Common
Stock or other securities of the corporation convertible into or
exchangeable for Common Stock), then, in each such case, the holders of the
Series A Preferred Stock shall, from and after the distributions of holders
of Common Stock, be entitled upon Conversion to receive the number and kind
of securities such holder would have received if such holder's shares had
been converted immediately prior to the record date for determining holders
of Common Stock entitled to such distribution.
(d) Whenever there is an adjustment in the Conversion Price and/or the
number or kind of securities issuable upon conversion of the Series A
Preferred Stock, as provided herein, the Corporation shall promptly file in
the custody of its Secretary, a certificate signed by an
officer of the Corporation, showing in detail the facts requiring such
adjustment, the number and kind of securities issuable upon conversion of
Series A Preferred Stock upon such adjustment, and the Conversion Price;
and notice of such adjustment along with a duplicate officers certificate
shall be sent by registered mail, postage paid, to each holder at its
address as it shall appear in the Corporation's Stock Register.
(e) The Corporation will not through any reorganization,
recapitalization, transfer of assets, consolidation merger, dissolution,
issue or sale of securities or any other voluntary action, avoid or modify
or seek to avoid or modify the observance or performance of any of the
terms to be observed or performed hereunder by the corporation, but will at
all times in good faith assist in the carrying out of all the provisions of
this Agreement and in the taking of all such action as may be necessary or
appropriate in order to protect the conversion rights of the holders of
Series A Preferred Stock against impairment.
6. Shares Reserved for Issuance. The Corporation shall at all times reserve
and keep available and free of preemptive rights out of its authorized but
unissued Common Stock, solely for the purpose of effecting the conversion of the
Series A Preferred Stork, such number of shares of Common Stock (or such other
shares or securities as may be required) as shall from time to time be
sufficient to effect the conversion of all outstanding Series A Preferred Stock
and if at any time the number of authorized but unissued shares of Common Stock
(or any such other shares or other securities) shall not be sufficient to effect
the conversion of all then outstanding Series A Preferred Stock, the Corporation
shall take such action as may be necessary to increase the authorized but
unissued shares of Common Stock (or other shares or other securities) to such
number of shares as shall be sufficient for such purposes.
7. Voting Rights.
(a) Except as otherwise provided in this Section 7, the shares of Series
A Preferred Stock shall not, as a single class with the shares of Common
Stock and each share of Series A Preferred Stock shall have as many votes
us the number of shares of Common Stock into which it is convertible as of
the record date relating to a given vote, provided that, to the extent
required by law or by the Corporation's Certificate of Incorporation, in
the case of the election of directors, holders of Series A Preferred Stock
shall be entitled to one vote per share of Series A Preferred Stock without
regard to the number or kind shares into which such shares shall then be
convertible.
(b) So long as any shares of Series A Preferred Stock are outstanding,
each share of Series A Preferred Stock shall be entitled to vote, or to
submit a consent, together with the Common Stock of the Corporation, voting
together as a single class, upon any matter as to which the Common Stock is
entitled to vote or consent as a class under the Corporation's Certificate
of incorporation or under Delaware law. Such consent or vote may be given
in person or by proxy, either in writing without a meeting, or by vote at
any meeting called for the purpose of obtaining such vote.
(c) In addition to the voting rights provided by Sections 7(a) and (b)
above so long as any shares of Series A Preferred Stock are outstanding,
(i) no amendment to the Certificate of Incorporation (except for the
designation of one or more series of Preferred Stock pursuant to Article
FOURTH of the Certificate of Incorporation, which shall not require the
approval of the Series A Preferred Stock if a series so designated does not
rank prior to the Series A Preferred Stock with respect to dividends or on
liquidation) and no amendment to
the Bylaws of the Corporation by the stockholders of the Corporation may be
effected without the prior vote or written consent of a majority of those
shares of Series A preferred Stock outstanding voting as a class and (ii)
to the extent (if any) permitted by law no director may be removed from the
Board of Directors of the Corporation without the prior vote or written
consent of a majority of those shares of Series A Preferred Stock
outstanding, voting as a class. Such consent or vote may be given in person
or by proxy, either in writing without a meeting, or by vote at any meeting
called for the purpose of obtaining such vote. Each share of Series A
Preferred Stock shall, in either such event be entitled to a single vote or
consent.
8. Redemption Rights. Neither the Corporation nor the holders of Series A
Preferred Stock shall have any redemption rights with respect to the Series A
Preferred Stock except and to the extent that an adjustment in the conversion
rate made pursuant to Section 5 shall require that the Series A Preferred Stock
is convertible (in whole or in part) into cash.
9. Liquidation, Dissolution and Winding Up.
(a) In the event of any liquidation, dissolution or winding up of the
Corporation, whether voluntary or involuntary, each holder of Series A
Preferred Stock shall have the right to receive a distribution of assets of
the Corporation equal to $1.50 per share from any of the Corporation's
assets then available for distribution (i) pari passu with the holders of
any other Series of Preferred Stock and (ii) before any distribution in
connection with the liquidation, dissolution and winding up is made to the
holders of Common Stock, all, in accordance with the Delaware General
Corporation Law. If the assets of the Corporation are not sufficient to pay
in full the liquidation payments payable to the holders of the Series A
Preferred Stock, then the holders of such shares shall share ratably in
such distribution of assets (i) pari passu with the holders of any other
series of Preferred Stock and (ii) before any distributions in connection
with the liquidation, dissolution, and winding up is made to the holders of
Common Stock, all, in accordance with the Delaware General Corporation Law
(b) Whenever the distribution provided for in this Section 9 shall be
payable in property other than cash, the value of such distribution shall
be the fair market value of such property as determined in good faith by
not less than a majority of the directors then serving on the Board of
Directors of the Corporation. A reorganization of the Corporation, or a
consolidation or merger of the Corporation with or into another corporation
or entity or a sale of or other disposition of all or substantially all of
the assets of the Corporation, shall not be treated as a liquidation,
dissolution or winding up of the Corporation within the meaning or this
Section 9.
FURTHER RESOLVED, that the Statements contained in the foregoing
resolutions creating and designating the number, powers, preferences and
relative, optional, participating, and other special rights and the
qualifications, limitations, restrictions, and other distinguishing
characteristics thereof shall, upon the effective date of such series, be
deemed to be included in and be a part of the Certificate of Incorporation
of the Corporation pursuant to the provisions of Section 104 and 151 of the
general Corporate Law of the State of Delaware.
The foregoing resolutions were duly adopted by the Board of Directors
without the requirement of shareholder action by meeting held on April 5, 2000
pursuant to the Certificate of Incorporation and the provisions of the Delaware
General Corporation Law.
IN WITNESS WHEREOF, National Auto Credit, Inc. has caused this Certificate
Of Designation, Number, Powers, Preferences And Relative, Participating,
Optional And Other Special Rights And The Qualifications, Limitations,
Restrictions, And Other Distinguishing Characteristics Of The Series A
Convertible Preferred Stock Of National Auto Credit, Inc. to be executed by its
duly authorized officer, on this 5th day of April, 2000.
National Auto Credit, Inc.
By: /s/ Xxxxx Xxxxx
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Xxxxx Xxxxx, Chairman of the Board
and Chief Executive Officer
Schedule 3
Purchase in the past 60 days by Citadel Holding Corporation.
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All of these transactions were open market purchases.
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02/17 15,000 1.13
02/25 2,000 1.01
02/25 2,500 1.01
02/29 2,500 1.01
03/03 1,500 1.10
03/07 13,000 1.125
03/07 2,000 1.125
03/07 5,000 1.125
03/07 5,000 1.125
03/07 7,000 1.125
03/07 8,500 1.125
03/07 1,500 1.125
03/08 1,500 1 125
03/08 1,500 1.11
03/08 2,000 1.12
03/08 4,000 1.125
03/08 5,000 1.12
03/08 8,000 1.11
03/08 10,000 1.125
03/08 18,000 1.125
03/09 5,000 1.10
03/09 15,000 1.10
03/09 20,000 1.10
03/13 1,000 1.10
03/13 24,000 1.10
03/17 2,500 1.00
03/17 20,000 1.00
03/17 5,000 1.00
03/17 5,000 1.00
03/17 10,000 .99
03/21 5,000 1.00
03/21 16,500 1.00
03/23 30,000 1.00
Purchases in the past 60 days by FA, Inc.
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All of the shares were acquired as a part of the Exchange Transaction
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04/05 8,999,900 $1.50
