-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, IzknQitqW8bYDn2uHw5/r5RTWrdFKX4mOG0YKxZajRgSCozfNVUs+EwA+ivNrcaW KBGavgkm93oIpR0bY6oGhw== 0000897423-98-000188.txt : 19980824 0000897423-98-000188.hdr.sgml : 19980824 ACCESSION NUMBER: 0000897423-98-000188 CONFORMED SUBMISSION TYPE: SC 13G PUBLIC DOCUMENT COUNT: 2 FILED AS OF DATE: 19980821 SROS: NASD GROUP MEMBERS: BASS MANAGEMENT TRUST GROUP MEMBERS: LEE M. BASS GROUP MEMBERS: SID R. BASS MANAGEMENT TRUST GROUP MEMBERS: THE BASS MANAGEMENT TRUST SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: ONYX ACCEPTANCE CORP CENTRAL INDEX KEY: 0001006614 STANDARD INDUSTRIAL CLASSIFICATION: PERSONAL CREDIT INSTITUTIONS [6141] IRS NUMBER: 330577635 STATE OF INCORPORATION: CA FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13G SEC ACT: SEC FILE NUMBER: 005-46565 FILM NUMBER: 98695364 BUSINESS ADDRESS: STREET 1: 8001 IRVINE CENTER DR STREET 2: SUITE 500 CITY: IRVINE STATE: CA ZIP: 92718 BUSINESS PHONE: 7144505500 MAIL ADDRESS: STREET 1: 8001 IRVINE CENTER DRIVE STREET 2: SUITE 500 CITY: IRVINE STATE: CA ZIP: 92618 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: BASS MANAGEMENT TRUST CENTRAL INDEX KEY: 0000900165 STANDARD INDUSTRIAL CLASSIFICATION: UNKNOWN SIC - 0000 [0000] STATE OF INCORPORATION: TX FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13G BUSINESS ADDRESS: STREET 1: 201 MAIN STREET SUITE 3200 CITY: FORT WORTH STATE: TX ZIP: 76102 BUSINESS PHONE: 8173908400 SC 13G 1 ONYX ACCEPTANCE CORP. SCHEDULE 13G SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Schedule 13G** Under the Securities Exchange Act of 1934 (Amendment No. )* Onyx Acceptance Corporation (Name of Issuer) Common Stock, $.01 Par Value (Title of Class of Securities) 682914106 (Cusip Number) August 19, 1998 (Date of Event which Requires Filing of this Statement) Check the appropriate box to designate the rule pursuant to which this Schedule is filed: / / Rule 13d-1(b) /X/ Rule 13d-1(c) / / Rule 13d-1(d) *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 ("Act") 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). **The total number of shares reported herein is 566,575 shares, which constitutes approximately 9.2% of the total number of shares outstanding. All ownership percentages set forth herein assume that there are 6,159,104 shares outstanding (according to information provided to us by the Issuer). CUSIP No. 682914106 1. Name of Reporting Person: The Bass Management Trust 2. Check the Appropriate Box if a Member of a Group: (a) / / (b) / X / 3. SEC Use Only 4. Citizenship or Place of Organization: Texas 5. Sole Voting Power: 163,855 (1) Number of Shares Beneficially 6. Shared Voting Power: -0- Owned By Each Reporting 7. Sole Dispositive Power: 163,855 (1) Person With 8. Shared Dispositive Power: -0- 9. Aggregate Amount Beneficially Owned by Each Reporting Person: 163,855 10. Check Box if the Aggregate Amount in Row (9) Excludes Certain Shares: / / 11. Percent of Class Represented by Amount in Row (9): 2.7% 12. Type of Reporting Person: 00 - Trust - ---------- (1) Power is exercised through its sole trustee, Perry R. Bass CUSIP No. 682914106 1. Name of Reporting Person: Sid R. Bass Management Trust 2. Check the Appropriate Box if a Member of a Group: (a) / / (b) / X / 3. SEC Use Only 4. Citizenship or Place of Organization: Texas 5. Sole Voting Power: 201,365 (1) Number of Shares Beneficially 6. Shared Voting Power: -0- Owned By Each Reporting 7. Sole Dispositive Power: 201,365 (1) Person With 8. Shared Dispositive Power: -0- 9. Aggregate Amount Beneficially Owned by Each Reporting Person: 201,365 10. Check Box if the Aggregate Amount in Row (9) Excludes Certain Shares: / / 11. Percent of Class Represented by Amount in Row (9): 3.3% 12. Type of Reporting Person: 00 - Trust - ---------- (1) Power is exercised through one of its trustees, Sid R. Bass. CUSIP No. 682914106 1. Name of Reporting Person: Lee M. Bass 2. Check the Appropriate Box if a Member of a Group: (a) / / (b) / X / 3. SEC Use Only 4. Citizenship or Place of Organization: USA 5. Sole Voting Power: 201,355 Number of Shares Beneficially 6. Shared Voting Power: -0- Owned By Each Reporting 7. Sole Dispositive Power: 201,355 Person With 8. Shared Dispositive Power: -0- 9. Aggregate Amount Beneficially Owned by Each Reporting Person: 201,355 10. Check Box if the Aggregate Amount in Row (9) Excludes Certain Shares: / / 11. Percent of Class Represented by Amount in Row (9): 3.3% 12. Type of Reporting Person: IN Item 1(a). Name of Issuer. The name of the issuer is Onyx Acceptance Corporation (the "Company"). Item 1(b). Address of Issuer's Principal Executive Offices. The principal executive offices of the Issuer are located at 8001 Irvine Center Drive, 5th Floor, Irvine, California 92618. Item 2(a). Names of Persons Filing. Pursuant to Rules 13d-1(f)(1)-(2) of Regulation 13D-G of the General Rules and Regulations under the Securities Exchange Act of 1934, as amended (the "Act"), this Schedule 13G Statement is hereby filed by The Bass Management Trust, a revocable grantor trust established pursuant to the Texas Trust Act ("BMT"), Sid R. Bass Management Trust, a revocable trust existing under the laws of the state of Texas ("SRBMT"), and Lee M. Bass ("LMB") (collectively, the "Reporting Persons"). Additionally, information is included herein with respect to the following persons (collectively, the "Controlling Persons"): Perry R. Bass ("PRB"), Nancy L. Bass ("NLB"), and Sid R. Bass ("SRB"). The Reporting Persons and the Controlling Persons are sometimes hereinafter collectively referred to as the "Item 2 Persons." Item 2(b). Address of Principal Business Office, or if None, Residence. The principal business office for each of (1) BMT, (2) PRB and (3) LMB is 201 Main Street, Suite 3200, Fort Worth, Texas 76102. The principal business office for each of (1) SRBMT and (2) SRB is 201 Main Street, Suite 2700, Fort Worth, Texas 76102. NLB's residence address is 45 Westover Road, Fort Worth, Texas 76107, and she is not presently employed. Item 2(c). Citizenship. All of the natural persons listed in Item 2(a) are citizens of the United States of America. Item 2(d). Title of Class of Securities. This statement relates to shares of Common Stock, par value $.01 per share (the "Stock"), issued by the Company. Item 2(e). CUSIP Number. The CUSIP number of the shares of Stock is 682914106. Item 3. Filing Pursuant to Rules 13d-1(b) or 13d-2(b). If this statement is filed pursuant to Sections 240.13d-1(b) or 240.13d- 2(b) or (c), check whether the person filing is a: (a) / / Broker or dealer registered under section 15 of the Act (15 U.S.C. 78o); (b) / / Bank as defined in section 3(a)(6) of the Act (15 U.S.C. 78c); (c) / / Insurance company as defined in section 3(a)(19) of the Act (15 U.S.C. 78c); (d) / / Investment company registered under section 8 of the Investment Company Act of 1940 (15 U.S.C. 80a-8); (e) / / An investment adviser in accordance with section 240.13d- 1(b)(1)(ii)(E); (f) / / An employee benefit plan or endowment fund in accordance with section 240.13d-1(b)(1)(ii)(F); (g) / / A parent holding company or control person in accordance with section 240.13d-1(b)(1)(ii)(G); (h) / / A savings associations as defined in Section 3(b) of the Federal Deposit Insurance Act (12 U.S.C. 1813); (i) / / A church plan that is excluded from the definition of an investment company under section 3(c)(14) of the Investment Company Act of 1940 (15 U.S.C. 80a-3); (j) / / Group, in accordance with section 240.13d-1(b)(1)(ii)(J). If this statement is filed pursuant to section 240.13d-1(c), check this box /X/. Item 4. Ownership. (a) - (b) Reporting Persons BMT Pursuant to Rule 13d-3(a), BMT is the beneficial owner of 163,855 shares of the Stock, which constitutes approximately 2.7% of the outstanding shares of Stock. SRBMT Pursuant to Rule 13d-3(a), SRBMT is the beneficial owner of 201,365 shares of the Stock, which constitutes approximately 3.3% of the outstanding shares of Stock. LMB Pursuant to Rule 13d-3(a), LMB is the beneficial owner of 201,355 shares of the Stock, which constitutes approximately 3.3% of the outstanding shares of Stock. Controlling Persons As the sole trustee and one of two trustors of BMT, PRB may, pursuant to Rule 13d-3 of the Act, be deemed to be the beneficial owner of 163,855 shares of the Stock, which constitutes approximately 2.7% of the outstanding shares of Stock. As one of two trustors of BMT, NLB may, pursuant to Rule 13d-3 of the Act, be deemed to be the beneficial owner of 163,855 shares of the Stock, which constitutes approximately 2.7% of the outstanding shares of Stock. As a trustee and the sole trustor of SRBMT, SRB may, pursuant to Rule 13d-3 of the Act, be deemed to be the beneficial owner of 201,365 shares of the Stock, which constitutes approximately 3.3% of the outstanding shares of Stock. To the best of the knowledge of the Reporting Persons, other than as set forth above, none of the persons named in Item 2 herein is the beneficial owner of any shares of the Stock. (c) Reporting Persons BMT Acting through its trustee, BMT has the sole power to vote or to direct the vote and to dispose or to direct the disposition of 163,855 shares of the Stock. SRBMT Acting through one of its trustees and its sole trustor, SRBMT has the sole power to vote or to direct the vote and to dispose or to direct the disposition of 201,365 shares of the Stock. LMB LMB has the sole power to vote or to direct the vote and to dispose or to direct the disposition of 201,355 shares of the Stock. Controlling Persons In his capacity as the sole trustee of the BMT, PRB has the sole power to vote or to direct the vote and to dispose or to direct the disposition of 163,855 shares of the Stock. NLB has no power to vote or to direct the vote and to dispose or to direct the disposition of any shares of the Stock. SRB has the sole power to vote or to direct the vote and to dispose or to direct the disposition of 201,365 shares of the Stock. Item 5. Ownership of Five Percent or Less of a Class. Not applicable. Item 6. Ownership of More than Five Percent on Behalf of Another Person. No person other than the Item 2 Persons has the right to receive or the power to direct the receipt of dividends from, or the proceeds from the sale of, the shares of Stock owned by them. Item 7. Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on By the Parent Holding Company. Not applicable. Item 8. Identification and Classification of Members of the Group. This Schedule 13G Statement is being filed on behalf of the Reporting Person pursuant to Rule 13d-1(c). The identity of each of the Item 2 Persons is set forth in Item 2(a) hereof. Item 9. Notice of Dissolution of Group. Not applicable. Item 10. Certification. By signing below I certify that, to the best of my knowledge and belief, the securities referred to above were not acquired and are not held for the purpose of or with the effect of changing or influencing the control of the issuer of the securities and were not acquired and are not held in connection with or as a participant in any transaction having that purpose or effect. 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 21, 1998 /s/ W. R. Cotham W. R. Cotham, Attorney-in-Fact for: THE BASS MANAGEMENT TRUST (1) SID R. BASS MANAGEMENT TRUST (2) LEE M. BASS (3) (1) A Power of Attorney authorizing W. R. Cotham, et al., to act on behalf of The Bass Management Trust previously has been filed with the Securities and Exchange Commission. (2) A Power of Attorney authorizing W. R. Cotham, et al., to act on behalf of Sid R. Bass Management Trust previously has been filed with the Securities and Exchange Commission. (3) A Power of Attorney authorizing W. R. Cotham, et al., to act on behalf of Lee M. Bass previously has been filed with the Securities and Exchange Commission. EXHIBIT INDEX EXHIBIT DESCRIPTION 99.1 Agreement and Power of Attorney pursuant to Rule 13d- 1(k)(1)(iii), filed herewith EX-99.1 2 JOINT FILING AGRMT AND POWER OF ATTORNEY FOR SCHED. 13G Exhibit 99.1 1. Joint Filing. Pursuant to Rule 13d-1(k)(1)(iii) of Regulation 13D-G of the General Rules and Regulations of the Securities and Exchange Commission under the Securities Exchange Act of 1934, as amended, the undersigned agrees that the statement to which this Exhibit is attached is filed on behalf of each of them in the capacities set forth below. 2. Power of Attorney. Know all persons by these presents that each person whose signature appears below constitutes and appoints W. Robert Cotham, Mark L. Hart, Jr., and William P. Hallman, Jr. and each of them, as his true and lawful attorneys-in-fact and agents with full power of substitution and resubstitution, for such person and in such person's name, place and stead, in any and all capacities, to sign any and all reports filed pursuant to Sections 13(d), 13(g) or 16(a) of the Securities Exchange Act of 1934, filed on behalf of each of them with respect to their beneficial ownership of Onyx Acceptance Corporation and any and all amendments thereto, and to file the same, with all exhibits thereto and all documents in connection therewith, with the Securities and Exchange Commission, granting unto said attorneys-in-fact and agents, and each of them, full power and authority to do and perform each and every act and thing requisite and necessary to be done in and about the premises, as fully to all intents and purposes as such person might or could do in person, hereby ratifying and confirming all that said attorneys-in-fact and agents or any of them, or such person or their substitute or substitutes, may lawfully do or cause to be done by virtue hereof. DATED: August 21, 1998 /s/ W. R. Cotham W. R. Cotham, Attorney-in-Fact for: THE BASS MANAGEMENT TRUST (1) SID R. BASS MANAGEMENT TRUST (2) LEE M. BASS (3) (1) A Power of Attorney authorizing W. R. Cotham, et al., to act on behalf of The Bass Management Trust previously has been filed with the Securities and Exchange Commission. (2) A Power of Attorney authorizing W. R. Cotham, et al., to act on behalf of Sid R. Bass Management Trust previously has been filed with the Securities and Exchange Commission. (3) A Power of Attorney authorizing W. R. Cotham, et al., to act on behalf of Lee M. Bass previously has been filed with the Securities and Exchange Commission. -----END PRIVACY-ENHANCED MESSAGE-----