-----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, V2tJ/vlvkdUBmhL173ryuiXK6eIlQIJTn+FYBpc6zhfyO+IBHq5WOtVGYNQMIu1c A8A0JIkKulIpyJW/OVN30g== 0000919574-06-001222.txt : 20060214 0000919574-06-001222.hdr.sgml : 20060214 20060214135655 ACCESSION NUMBER: 0000919574-06-001222 CONFORMED SUBMISSION TYPE: SC 13G/A PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 20060214 DATE AS OF CHANGE: 20060214 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: PENINSULA CAPITAL MANAGEMENT INC CENTRAL INDEX KEY: 0000922616 IRS NUMBER: 000000000 STATE OF INCORPORATION: CA FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13G/A BUSINESS ADDRESS: STREET 1: ONE BUSH ST SUITE 1150 CITY: SAN FRANCISCO STATE: CA ZIP: 94104 MAIL ADDRESS: STREET 1: ONE SANSOME STREET STREET 2: SUITE 3134 CITY: SAN FRANCISCO STATE: CA ZIP: 94104 SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: AUTOBYTEL INC CENTRAL INDEX KEY: 0001023364 STANDARD INDUSTRIAL CLASSIFICATION: SERVICES-COMPUTER PROGRAMMING, DATA PROCESSING, ETC. [7370] IRS NUMBER: 330711569 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13G/A SEC ACT: 1934 Act SEC FILE NUMBER: 005-58067 FILM NUMBER: 06612190 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: AUTOBYTEL COM INC DATE OF NAME CHANGE: 19981230 FORMER COMPANY: FORMER CONFORMED NAME: AUTO BY TEL CORP DATE OF NAME CHANGE: 19960920 SC 13G/A 1 d642761_13g-a.txt SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 SCHEDULE 13G (Rule 13d-102) INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT TO RULES 13d-1(b)(c), AND (d) AND AMENDMENTS THERETO FILED PURSUANT TO RULE 13d-2(b) (Amendment No. 1)(1) Autobytel Inc. (ABTLE) - -------------------------------------------------------------------------------- (Name of Issuer) Common Stock - -------------------------------------------------------------------------------- (Title of Class of Securities) 05275N106 - -------------------------------------------------------------------------------- (CUSIP Number) December 31, 2005 - -------------------------------------------------------------------------------- (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) - ---------- (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 the disclosures provided in a prior cover page. The information required in 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). CUSIP No. 05275N106 --------------------- 1. NAME OF REPORTING PERSONS I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS (ENTITIES ONLY) Peninsula Capital Management, Inc.(2) 2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) [_] (b) [X] 3. SEC USE ONLY 4. CITIZENSHIP OR PLACE OF ORGANIZATION California NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH 5. SOLE VOTING POWER 0 6. SHARED VOTING POWER 3,307,055 7. SOLE DISPOSITIVE POWER 0 8. SHARED DISPOSITIVE POWER 3,307,055 9. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 3,307,055 10. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES* [_] - ---------- (2) The securities reported herein are held in the accounts of Peninsula Fund, L.P. and Peninsula Technology Fund, L.P (the "Peninsula Funds"). Peninsula Capital Management, Inc. ("Peninsula Capital") is the general partner of Peninsula Fund, L.P. and PCM Capital, LLC, a limited liability company of which Peninsula Capital is a member, is the general partner of the Peninsula Technology Fund, L.P. Peninsula Capital may be deemed to be a beneficial owner of such securities by virtue of these roles. 11. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9 7.87% 12. TYPE OF REPORTING PERSON* CO ________________________________________________________________________________ *SEE INSTRUCTIONS BEFORE FILLING OUT! CUSIP No. 05275N106 --------------------- 1. NAME OF REPORTING PERSONS I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS (ENTITIES ONLY) Scott Bedford (3) 2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) [_] (b) [X] 3. SEC USE ONLY 4. CITIZENSHIP OR PLACE OF ORGANIZATION United States NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH 5. SOLE VOTING POWER 0 6. SHARED VOTING POWER 3,307,055 7. SOLE DISPOSITIVE POWER 0 8. SHARED DISPOSITIVE POWER 3,307,055 9. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 3,307,055 10. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES* [_] - ---------- (3) The securities reported herein are held in the accounts of Peninsula Fund, L.P., and Peninsula Technology Fund, L.P. Peninsula Capital is the general partner of Peninsula Fund, L.P. and PCM Capital, LLC, a limited liability company of which Peninsula Capital is a member, is the general partner of the Peninsula Technology Fund, L.P. Mr. Bedford may be deemed to be a beneficial owner of such securities by virtue of his roles as a principal of each of these management entities. 11. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9 7.87% 12. TYPE OF REPORTING PERSON* IN ________________________________________________________________________________ *SEE INSTRUCTIONS BEFORE FILLING OUT! CUSIP No. 05275N106 --------------------- Item 1(a). Name of Issuer: Autobytel Inc. ____________________________________________________________________ Item 1(b). Address of Issuer's Principal Executive Offices: 18872 MacArthur Boulevard, Irvine, CA ____________________________________________________________________ Item 2(a). Name of Person Filing: Peninsula Capital Management, Inc. Scott Bedford ____________________________________________________________________ Item 2(b). Address of Principal Business Office, or if None, Residence: Peninsula Capital Management, Inc. One Sansome Street, Suite 3134 San Francisco, CA 94104 Scott Bedford c/o Peninsula Capital Management, Inc. One Sansome Street, Suite 3134 San Francisco, CA 94104 ____________________________________________________________________ Item 2(c). Citizenship: Peninsula Capital Management, Inc. - California corporation Scott Bedford - United States citizen ____________________________________________________________________ Item 2(d). Title of Class of Securities: Common Stock ____________________________________________________________________ Item 2(e). CUSIP Number: 05275N106 ____________________________________________________________________ Item 3. If This Statement is Filed Pursuant to Rule 13d-1(b), or 13d-2(b) or (c), Check Whether the Person Filing is a: (a) [_] Broker or dealer registered under Section 15 of the Exchange Act. (b) [_] Bank as defined in Section 3(a)(6) of the Exchange Act. (c) [_] Insurance company as defined in Section 3(a)(19) of the Exchange Act. (d) [_] Investment company registered under Section 8 of the Investment Company Act. (e) [_] An investment adviser in accordance with Rule 13d-1(b)(1)(ii)(E); (f) [_] An employee benefit plan or endowment fund in accordance with Rule 13d-1(b)(1)(ii)(F); (g) [_] A parent holding company or control person in accordance with Rule 13d-1(b)(1)(ii)(G); (h) [_] A savings association as defined in Section 3(b) of the Federal Deposit Insurance Act; (i) [_] A church plan that is excluded from the definition of an investment company under Section 3(c)(14) of the Investment Company Act; (j) [_] Group, in accordance with Rule 13d-1(b)(1)(ii)(J). Item 4. Ownership. Provide the following information regarding the aggregate number and percentage of the class of securities of the issuer identified in Item 1. (a) Amount beneficially owned: Peninsula Capital Management, Inc. - 3,796,467 shares Scott Bedford - 3,796,467 shares ______________________________________________________________________ (b) Percent of class: Peninsula Capital Management, Inc. - 7.87% Scott Bedford - 7.87% ______________________________________________________________________ (c) Number of shares as to which such person has: (i) Sole power to vote or to direct the vote Peninsula Capital Management, Inc. - 0 Scott Bedford - 0 ______________________, (ii) Shared power to vote or to direct the vote Peninsula Capital Management, Inc. - 3,307,055 Scott Bedford - 3,307,055 _____________________, (iii) Sole power to dispose or to direct the disposition of Peninsula Capital Management, Inc. - 0 Scott Bedford - 0 _____________________, (iv) Shared power to dispose or to direct the disposition of Peninsula Capital Management, Inc. - 3,307,055 Scott Bedford - 3,307,055 _____________________. Item 5. Ownership of Five Percent or Less of a Class. If this statement is being filed to report the fact that as of the date hereof the reporting person has ceased to be the beneficial owner of more than five percent of the class of securities check the following [ ]. N/A _______________________________________________________________________ Item 6. Ownership of More Than Five Percent on Behalf of Another Person. If any other person is known to have the right to receive or the power to direct the receipt of dividends from, or the proceeds from the sale of, such securities, a statement to that effect should be included in response to this item and, if such interest relates to more than five percent of the class, such person should be identified. A listing of the shareholders of an investment company registered under the Investment Company Act of 1940 or the beneficiaries of employee benefit plan, pension fund or endowment fund is not required. N/A _______________________________________________________________________ Item 7. Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on by the Parent Holding Company or Control Person. If a parent holding company or Control person has filed this schedule, pursuant to Rule 13d-1(b)(1)(ii)(G), so indicate under Item 3(g) and attach an exhibit stating the identity and the Item 3 classification of the relevant subsidiary. If a parent holding company or control person has filed this schedule pursuant to Rule 13d-1(c) or Rule 13d-1(d), attach an exhibit stating the identification of the relevant subsidiary. N/A _______________________________________________________________________ Item 8. Identification and Classification of Members of the Group. If a group has filed this schedule pursuant to s.240.13d-1(b)(1)(ii)(J), so indicate under Item 3(j) and attach an exhibit stating the identity and Item 3 classification of each member of the group. If a group has filed this schedule pursuant to s.240.13d-1(c) or s.240.13d-1(d), attach an exhibit stating the identity of each member of the group. N/A _______________________________________________________________________ Item 9. Notice of Dissolution of Group. Notice of dissolution of a group may be furnished as an exhibit stating the date of the dissolution and that all further filings with respect to transactions in the security reported on will be filed, if required, by members of the group, in their individual capacity. See Item 5. N/A ______________________________________________________________________ Item 10. Certifications. By signing below the Reporting Persons certify that, to the best of their 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 such purpose or effect. 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. February 14, 2006 ---------------------------------------- (Date) PENINSULA CAPITAL MANAGEMENT, INC.*** By: /s/ Scott Bedford -------------------------- Name: Scott Bedford Title: Managing Member /s/ Scott Bedford --------------------------- SCOTT BEDFORD*** *** The Reporting Person disclaims beneficial ownership of the securities reported herein except to the extent of his pecuniary interest therein. Note. Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. See Rule 13d-7 for other parties for whom copies are to be sent. Attention. Intentional misstatements or omissions of fact constitute federal criminal violations (see 18 U.S.C. 1001). EXHIBIT A AGREEMENT The undersigned agree that this Schedule 13G dated February 14, 2006 relating to the Common Stock of Autobytel Inc. (ABTLE) shall be filed on behalf of the undersigned. PENINSULA CAPITAL MANAGEMENT, INC.*** By: /s/ Scott Bedford ------------------------- Name: Scott Bedford Title: Managing Member /s/ Scott Bedford ---------------------------- SCOTT BEDFORD*** SK 03847 0001 642761 -----END PRIVACY-ENHANCED MESSAGE-----