-----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, LKtPul6WKYHAdyfzhUmgA6I76P8Ib3tAsX0hriA2FshZnRiFrV+M6VaA5Izada+1 4NzGzzniq+hDNbHLtCgA9g== /in/edgar/work/0000902595-00-000127/0000902595-00-000127.txt : 20001030 0000902595-00-000127.hdr.sgml : 20001030 ACCESSION NUMBER: 0000902595-00-000127 CONFORMED SUBMISSION TYPE: SC 13D/A PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 20001027 SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: AUTOBYTEL COM INC CENTRAL INDEX KEY: 0001023364 STANDARD INDUSTRIAL CLASSIFICATION: [5900 ] IRS NUMBER: 330711569 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D/A SEC ACT: SEC FILE NUMBER: 005-58067 FILM NUMBER: 747538 BUSINESS ADDRESS: STREET 1: 18872 MACARTHUR BLVD STREET 2: SUITE 200 CITY: IRVINE STATE: CA ZIP: 92612-1400 BUSINESS PHONE: 9492254500 MAIL ADDRESS: STREET 1: AUTO BY TEL CORP STREET 2: 18872 MACARTHUR BLVD 2ND FL CITY: IRVINE STATE: CA ZIP: 92612-1400 FORMER COMPANY: FORMER CONFORMED NAME: AUTO BY TEL CORP DATE OF NAME CHANGE: 19960920 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: ELLIS PETER R CENTRAL INDEX KEY: 0001104360 STANDARD INDUSTRIAL CLASSIFICATION: [ ] FILING VALUES: FORM TYPE: SC 13D/A BUSINESS ADDRESS: STREET 1: 1550 BAYSIDE DRIVE #2 CITY: CORONA DEL MAR STATE: CA ZIP: 92625 MAIL ADDRESS: STREET 1: 1550 BAYSIDE DRIVE #2 CITY: CORONA DEL MAR STATE: CA ZIP: 92625 SC 13D/A 1 0001.txt UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 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. 2 AUTOBYTEL.COM INC. (Name of Issuer) Common Stock, $.001 par value (Title of Class of Securities) 05275N 10 6 (CUSIP Number) Peter R. Ellis Susanne Ellis 1550 Bayside Drive, #2 Corona del Mar, California 92625 Tel. No.: (949) 760-5025 (Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications) with a copy to: David A. Krinsky, Esq. O'Melveny & Myers LLP 610 Newport Center Drive Suite 1700 Newport Beach, California 92660 October 20, 2000 (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 which is the subject of this Schedule 13D, and is filing this statement because of Rule 13d-1(e), 13d-1(f) or 13d-1(g), check the following box: [x] CUSIP No. 05275N 10 6 1 NAME OF REPORTING PERSON Peter R. Ellis I.R.S. IDENTIFICATION NO. OF ABOVE PERSON (ENTITIES ONLY) Inapplicable 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) [ x ] (b) [ ] 3 SEC USE ONLY 4 SOURCE OF FUNDS OO 5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e) [ ] 6 CITIZENSHIP OR PLACE OF ORGANIZATION U.S.A. 7 SOLE VOTING POWER 1,653,472 shares of common stock<1> NUMBER OF SHARES 8 SHARED VOTING POWER BENEFICIALLY -0- OWNED BY EACH 9 SOLE DISPOSITIVE POWER REPORTING 1,653,472 shares of common stock<1> PERSON WITH 10 SHARED DISPOSITIVE POWER -0- 11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 1,653,472 shares of common stock<1> 12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES [ ] 13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 8.1% 14 TYPE OF REPORTING PERSON IN - -------------------- [FN] These shares of the Issuer's common stock are held in a revocable trust for the benefit of Peter R. Ellis ("Reporting Person 1") and his spouse, Susanne Ellis ("Reporting Person 2"). Reporting Person 1 and Reporting Person 2 are the trustees of the revocable trust, and each has sole voting and dispositive power over the shares held in the trust. SEC 1746 (3-98) CUSIP No. 05275N 10 6 1 NAME OF REPORTING PERSON Susanne Ellis I.R.S. IDENTIFICATION NO. OF ABOVE PERSON (ENTITIES ONLY) Inapplicable 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) [ x ] (b) [ ] 3 SEC USE ONLY 4 SOURCE OF FUNDS OO 5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e) [ ] 6 CITIZENSHIP OR PLACE OF ORGANIZATION U.S.A. 7 SOLE VOTING POWER 1,672,194 shares of common stock<2> NUMBER OF SHARES 8 SHARED VOTING POWER BENEFICIALLY -0- OWNED BY EACH 9 SOLE DISPOSITIVE POWER REPORTING 1,672,194 shares of common stock<2> PERSON WITH 10 SHARED DISPOSITIVE POWER -0- 11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 1,672,194 shares of common stock<2> 12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES [ ] 13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 8.2% 14 TYPE OF REPORTING PERSON IN SEC 1746 (3-98) - -------------------- [FN] These shares are held in three trusts. 1,653,472 shares of the Issuer's common stock are held in a revocable trust for the benefit of Susanne Ellis ("Reporting Person 2") and her spouse, Peter R. Ellis ("Reporting Person 1"). Reporting Person 2 and Reporting Person 1 are the trustees of this trust, and each has sole voting and dispositive power over the shares held in the trust. 18,722 shares of the Issuer's common stock are held in two trusts for the benefit of certain members of Reporting Person 2's immediate family; Reporting Person 2 is the trustee of these trusts, and has sole voting and dispositive power over the shares held in the trusts. Item 4. Purpose of Transaction Item 4 of this Statement on Schedule 13D, filed by Peter R. Ellis and Susanne Ellis (collectively, the "Reporting Persons") with respect to the Common Stock, $.001 par value (the "Common Stock") of Autobytel.com Inc., a Delaware corporation (the "Issuer"), is hereby amended and restated to read in its entirety as follows: The Reporting Persons acquired all of the shares of Common Stock beneficially owned by them for investment purposes. The Reporting Persons intend to evaluate the Issuer's financial condition, business operations and prospects, the market price of the Common Stock, alternative investment opportunities, conditions in the securities markets generally and other factors on an ongoing basis. Accordingly, the Reporting Persons reserve the right to change their plans and intentions at any time. The Reporting Persons specifically reserve the right to purchase or to sell additional shares of Common Stock of the Issuer on the open market or in private transactions. Item 5. Interest in Securities of the Issuer Item 5 of this Statement on Schedule 13D is hereby amended and restated to read in its entirety as follows: (a) Reporting Person 1 beneficially owns 1,653,472 shares of Common Stock, which represent approximately 8.1% of the outstanding shares of Common Stock (see cover page). Reporting Person 2 beneficially owns 1,672,194 shares of Common Stock, which represent approximately 8.2% of the outstanding shares of Common Stock (see cover page). Pursuant to Rule 13d-3(a) under the Securities Exchange Act of 1934, the Reporting Persons are each deemed to be the beneficial owner of 1,653,472 shares of the Issuer's common stock held in a trust for the benefit of the Reporting Persons. The Reporting Persons, as a group, beneficially own an aggregate of 1,672,194 shares of the Issuer's common stock, which represent approximately 8.2% of the outstanding shares of Common Stock. (b) Reporting Person 1 has the sole power to vote or to direct the vote of, and the sole power to dispose or to direct the disposition of, 1,653,472 shares (see cover page). Reporting Person 2 has the sole power to vote or to direct the vote of, and the sole power to dispose or to direct the disposition of, 1,672,194 shares (see cover page). The Reporting Persons, as a group, have the power to vote or to direct the vote of, and the power to dispose or to direct the disposition of, an aggregate of 1,672,194 shares of the Issuer's common stock. (c) A list of transactions effected by the Reporting Persons on the open market in the last sixty days follows. The Reporting Persons made the following sales primarily to fund certain alternative investment opportunities that were presented to the Reporting Persons. As set forth in Item 4 above, the Reporting Persons reserve the right to purchase or to sell additional shares of Common Stock of the Issuer on the open market or in private transactions. Transaction No. of Shares Price Per Date Sold Share ------------ -------------- ----------- 8/31/00 10,000 $5.00 9/4/00 1,000 $5.125 9/4/00 2,500 $5.00 9/4/00 2,000 $4.9375 9/4/00 3,000 $4.875 9/4/00 2,500 $4.78125 9/4/00 2,500 $4.75 9/5/00 1,300 $5.00 9/5/00 2,500 $4.875 9/6/00 1,100 $5.00 9/6/00 3,900 $4.875 9/8/00 5,000 $4.75 9/11/00 5,000 $4.875 9/12/00 5,000 $4.875 9/13/00 5,000 $5.00 9/13/00 5,000 $4.9375 9/13/00 5,000 $4.875 9/15/00 5,000 $5.0625 10/13/00 10,000 $6.125 10/16/00 5,000 $6.00 10/17/00 10,600 $6.00 10/17/00 4,400 $6.0625 10/20/00 10,000 $5.78125 10/20/00 10,000 $6.03125 (d) Other than the Reporting Persons, no person 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 Common Stock beneficially owned by the Reporting Persons. 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: October 27, 2000 /s/ Peter R. Ellis ---------------------------- Peter R. Ellis /s/ Susanne Ellis ---------------------------- Susanne Ellis -----END PRIVACY-ENHANCED MESSAGE-----