-----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, SIx7u2XrRipSWm1YqdSWvSb29KRzpYQ5x8aHRnQzzm9C4lE8m1WLYoq1MISFNrU3 5pB1gtzXygv8v3Jo1BKmdg== 0000921895-96-000410.txt : 19960918 0000921895-96-000410.hdr.sgml : 19960918 ACCESSION NUMBER: 0000921895-96-000410 CONFORMED SUBMISSION TYPE: SC 13D/A PUBLIC DOCUMENT COUNT: 2 FILED AS OF DATE: 19960917 SROS: NONE SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: AUTOINFO INC CENTRAL INDEX KEY: 0000351017 STANDARD INDUSTRIAL CLASSIFICATION: INSURANCE AGENTS BROKERS & SERVICES [6411] IRS NUMBER: 132867481 STATE OF INCORPORATION: DE FISCAL YEAR END: 0531 FILING VALUES: FORM TYPE: SC 13D/A SEC ACT: 1934 Act SEC FILE NUMBER: 005-39031 FILM NUMBER: 96631204 BUSINESS ADDRESS: STREET 1: 1600 ROUTE 208 CITY: FAIR LAWN STATE: NJ ZIP: 07410 BUSINESS PHONE: 2017030500 MAIL ADDRESS: STREET 1: 1600 ROUTE 208 CITY: FAIR LAWN STATE: NJ ZIP: 07410 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: AUTOINFO STOCKHOLDERS COMMITTEE ET AL CENTRAL INDEX KEY: 0000943925 STANDARD INDUSTRIAL CLASSIFICATION: UNKNOWN SIC - 0000 [0000] STATE OF INCORPORATION: NY FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D/A BUSINESS ADDRESS: STREET 1: 750 LEXINGTON AVE STREET 2: 27TH FLOOR CITY: NEW YORK STATE: NY ZIP: 10022 BUSINESS PHONE: 2124465217 MAIL ADDRESS: STREET 1: C/O STEEL PARTNERS II L P STREET 2: 750 LEXINGTON AVE CITY: NEW YORK STATE: NY ZIP: 10022 SC 13D/A 1 AMENDMENT TO SCHEDULE 13D SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 -------------- SCHEDULE 13D Under the Securities Exchange Act of 1934 (Amendment No. 6)(1) AUTOINFO, INC. - -------------------------------------------------------------------------------- (Name of issuer) COMMON STOCK, $.01 PAR VALUE - -------------------------------------------------------------------------------- (Title of class of securities) 052777109 - -------------------------------------------------------------------------------- (CUSIP number) WARREN G. LICHTENSTEIN STEEL PARTNERS II, L.P. 750 Lexington Avenue - 27th Floor New York, New York 10022 (212) 446-5217 - -------------------------------------------------------------------------------- (Name, address and telephone number of person authorized to receive notices and communications) September 16, 1996 - -------------------------------------------------------------------------------- (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 schedule because of Rule 13d-1(b)(3) or (4), check the following box / /. Check the following box if a fee is being paid with the statement o. (A fee is not required only if the reporting person: (1) has a previous statement on file reporting beneficial ownership of more than five percent of the class of securities described in Item 1; and (2) has filed no amendment subsequent thereto reporting beneficial ownership of five percent or less of such class.) (See Rule 13d-7). Note. six copies of this statement, including all exhibits, should be filed with the Commission. See Rule 13d-1(a) for other parties to whom copies are to be sent. (Continued on following pages) (Page 1 of 9 Pages) Exhibit Index on Page 7 - -------- (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 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 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). ================================================================================ 1 NAME OF REPORTING PERSONS S.S. OR I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS STEEL PARTNERS II, L.P. - -------------------------------------------------------------------------------- 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) / / (b) / / - -------------------------------------------------------------------------------- 3 SEC USE ONLY - -------------------------------------------------------------------------------- 4 SOURCE OF FUNDS* PF - -------------------------------------------------------------------------------- 5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e) / / - -------------------------------------------------------------------------------- 6 CITIZENSHIP OR PLACE OR ORGANIZATION DELAWARE - -------------------------------------------------------------------------------- NUMBER OF 7 SOLE VOTING POWER SHARES BENEFICIALLY 1,126,000 OWNED BY EACH REPORTING PERSON WITH --------------------------------------------------------------- 8 SHARED VOTING POWER -0- --------------------------------------------------------------- 9 SOLE DISPOSITIVE POWER 1,126,000 --------------------------------------------------------------- 10 SHARED DISPOSITIVE POWER -0- - -------------------------------------------------------------------------------- 11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 1,126,000 - -------------------------------------------------------------------------------- 12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES* / / - -------------------------------------------------------------------------------- 13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 14.2% - -------------------------------------------------------------------------------- 14 TYPE OF REPORTING PERSON* PN ================================================================================ *SEE INSTRUCTIONS BEFORE FILLING OUT! ================================================================================ 1 NAME OF REPORTING PERSONS S.S. OR I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS WARREN G. LICHTENSTEIN - -------------------------------------------------------------------------------- 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) / / (b) / / - -------------------------------------------------------------------------------- 3 SEC USE ONLY - -------------------------------------------------------------------------------- 4 SOURCE OF FUNDS* PF - -------------------------------------------------------------------------------- 5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e) / / - -------------------------------------------------------------------------------- 6 CITIZENSHIP OR PLACE OR ORGANIZATION USA - -------------------------------------------------------------------------------- NUMBER OF 7 SOLE VOTING POWER SHARES BENEFICIALLY 1,126,100 OWNED BY EACH REPORTING PERSON WITH --------------------------------------------------------------- 8 SHARED VOTING POWER -0- --------------------------------------------------------------- 9 SOLE DISPOSITIVE POWER 1,126,100 --------------------------------------------------------------- 10 SHARED DISPOSITIVE POWER -0- - -------------------------------------------------------------------------------- 11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 1,126,100 - -------------------------------------------------------------------------------- 12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES* / / - -------------------------------------------------------------------------------- 13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 14.2% - -------------------------------------------------------------------------------- 14 TYPE OF REPORTING PERSON* IN ================================================================================ *SEE INSTRUCTIONS BEFORE FILLING OUT! This constitutes Amendment No. 6 ("Amendment No. 6") to the Schedule 13D filed by the undersigned on February 17, 1995, as amended (the "Schedule 13D"). This Amendment No. 6 amends or supplements the Schedule 13D as specifically set forth. Item 2 is amended in its entirety to read as follows: Item 2. IDENTITY AND BACKGROUND. This Schedule 13D is filed by Steel Partners II, L.P., a Delaware limited partnership ("Steel") and Warren G. Lichtenstein. Steel Partners, L.L.C., a Delaware limited liability company ("Partners LLC") is the general partner of Steel. Pursuant to an agreement dated as of July 1, 1996 by and between Warren Lichtenstein and Lawrence Butler, Warren Lichtenstein became the sole executive officer and managing member of Partners LLC. Mr. Lichtenstein serves as Chairman of the Board, Chief Executive Officer and Secretary of Partners LLC. Prior to July 1, 1996, Lawrence Butler was a Managing Member and executive officer of Partners LLC along with Warren Lichtenstein. Accordingly, Lawrence Butler is no longer a Reporting Person. Pursuant to this Amendment No. 6, the AutoInfo Stockholders Committee and Jack Howard are no longer Reporting Persons. The principal business of Steel is investing in the securities of micro-cap companies. The principal business of Mr. Lichtenstein is investing in securities of micro-cap companies. The principal business address of Steel, Mr. Lichtenstein and Partners LLC is 750 Lexington Avenue, 27th Floor, New York, New York 10022. Mr. Lichtenstein is a citizen of the United States of America. During the past five years, none of Steel, Warren G. Lichtenstein, or Partners LLC has been convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors) or has been a party to a civil proceeding of a judicial or administrative body of competent jurisdiction and as a result of which proceeding such person was or is subject to 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 4 is supplemented to read as follows: Item 4. PURPOSE OF TRANSACTION. On September 16, 1996, Warren Lichtenstein, on behalf of Steel, sent the letter attached hereto as Exhibit E to the Board of Directors of the Company. Item 5(a) is amended to read in its entirety as follows: Item 5. Interest in Securities of the Issuer. (a) The aggregate percentage of Shares reported owned by each person named herein is based upon 7,954,752 Shares outstanding, which is the total number of Shares outstanding as reported in the Company's Quarterly Report on Form 10-Q for the quarter ended June 30, 1996. As of the close of business on September 16, 1996: Steel beneficially owns 1,126,000 Shares of Common Stock, constituting approximately 14.2% of the Shares outstanding. Mr. Lichtenstein beneficially owns 1,126,100 Shares of Common Stock representing approximately 14.2% of the Shares outstanding, by virtue of his authority to vote and dispose of the 1,126,000 Shares owned by Steel. Mr. Lichtenstein has sole voting and dispositive power with respect to the 100 Shares owned by him. All of such Shares acquired by Steel and Mr. Lichtenstein were acquired in open-market transactions. Item 7. MATERIAL TO BE FILED AS EXHIBITS. Exhibit E - Letter from Warren Lichtenstein to the Board of Directors of the Issuer, dated September 16, 1996. 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: September 17, 1996 STEEL PARTNERS II, L.P., By: STEEL PARTNERS, L.L.C., general partner By: /S/ WARREN G. LICHTENSTEIN ----------------------------------- Warren G. Lichtenstein, Chief Executive Officer /S/ WARREN G. LICHTENSTEIN --------------------------------------- Warren G. Lichtenstein EXHIBIT INDEX PAGE EXHIBIT A Form of Agreement of Limited Partnership, of Steel Partners II, L.P. (previously filed). B Joint Filing Agreement among Steel, Warren G. Lichtenstein, Lawrence Butler and Jack L. Howard. (previously filed). C Letter from counsel to AutoInfo Stockholders Committee to counsel to the Company dated May 1, 1995. (previously filed). D Press Release dated June 27, 1995. (previously filed). E Letter from Warren Lichtenstein to the 8 Board of Directors of the Issuer, dated September 16, 1996. EX-99.E 2 LETTER TO BOARD OF DIRECTORS EXHIBIT E September 16, 1996 Andrew Gaspar R.S. Lauder, Gaspar & Co., L.P. 767 Fifth Avenue Suite 4200 New York, NY 10153 Dear Andrew: As you know Steel Partners II, L.P. ("Steel") has been AutoInfo's largest shareholder since February 1995. At the time of our purchase the stock was trading at $3.35 which was at a discount to the Company's net cash and its book value. Since that time, we have patiently waited for the market price of the common shares to increase to its intrinsic value. Unfortunately, the reverse has happened and the stock is currently selling at $2.00 per share. Since AutoInfo purchased Falk Financial earlier this year we have spent a considerable amount of time reviewing the sub-par auto finance business and feel we have a good understanding of the risks and potential of this industry. Additionally, after speaking with Scott Zecher, I now have a clear understanding of where the board would like to take the company. Consequently, we feel AutoInfo is trading at a substantial discount to its intrinsic value which we estimate at no less than $3.90 per share (June 1996 book value per share). We believe that the market price of the Company's stock has not reflected, and does not reflect, its potential value and wish to be able to purchase additional shares without any risk of triggering the Company's "poison pill". Accordingly, we request that the Company's Board of Directors make a determination to amend the rights agreement to allow us to increase our position to greater than 15% - or alternatively to remove the poison pill entirely. We would be agreeable to addressing any concerns the Company might have as a result of the redemption of the poison pill. Our current stockholdings and our request to be able to increase our holdings reflects our confidence and belief that significant value could be realized for the benefit of all stockholders. Consequently, we believe it is incumbent upon you at a minimum, to grant the requested amendment. We believe that the low market price has been very disappointing to all of the stockholders and that it's the board's fiduciary duty and obligation to immediately embark on a mission and strategy to increase stockholder value. We would like to work with the Board in this endeavor. With the stock price at $2.00 we think one of the best uses of the company's cash would be to make an investment in it's own shares through a stock repurchase program. We urge the board to immediately authorize and implement a formal stock buyback plan as a way to enhance stockholder value. We look forward to hearing back from you shortly. Sincerely, /s/ Warren Lichtenstein - ----------------------- Warren Lichtenstein cc: Board of Directors -----END PRIVACY-ENHANCED MESSAGE-----