-----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, W2FrzmtOZkt4NkAHodAudB18dDwD4WBhnACK6WPRw0BX92OHkHG5BzwOg6J7Uvtn +jO45qrgZww16iVacBcDDw== 0000889812-99-003456.txt : 19991119 0000889812-99-003456.hdr.sgml : 19991119 ACCESSION NUMBER: 0000889812-99-003456 CONFORMED SUBMISSION TYPE: SC 13D/A PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 19991118 GROUP MEMBERS: CONSOLIDATED ELECTRICAL DISTRIBUTORS, INC. GROUP MEMBERS: EDMUNDSON INTERNATIONAL, INC. GROUP MEMBERS: ELECTRICAL DISTRIBUTORS, INC. GROUP MEMBERS: EMPLOYEES' RETIREMENT PLAN OF CONSOLIDATED GROUP MEMBERS: GALASHIELS FUND, LTD. GROUP MEMBERS: KEITH W. COLBURN GROUP MEMBERS: KEITH W. COLBURN RETIREMENT PLAN GROUP MEMBERS: KEITH W. COLBURN TRUST GROUP MEMBERS: LINCOLNSHIRE ASSOCIATES LTD GROUP MEMBERS: PORTSHIRE CORP. 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 13D/A SEC ACT: SEC FILE NUMBER: 005-46565 FILM NUMBER: 99760544 BUSINESS ADDRESS: STREET 1: 27051 TOWNE CENTRE DRIVE CITY: FOOTHILL RANCH STATE: CA ZIP: 92610 BUSINESS PHONE: 9494653500 MAIL ADDRESS: STREET 1: 27051 TOWNE CENTRE DRIVE CITY: FOOTHILL RANCH STATE: CA ZIP: 92610 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: LINCOLNSHIRE ASSOCIATES LTD CENTRAL INDEX KEY: 0001093437 STANDARD INDUSTRIAL CLASSIFICATION: UNKNOWN SIC - 0000 [0000] IRS NUMBER: 752416162 STATE OF INCORPORATION: TX FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D/A BUSINESS ADDRESS: STREET 1: C/O PORSHIRE CORP STREET 2: 2550 MIDWAY ROAD SUITE 220 CITY: CARROLTON STATE: TX ZIP: 75006 BUSINESS PHONE: 8189919000 MAIL ADDRESS: STREET 1: 2550 MIDWAY ROAD STREET 2: SUITE 220 CITY: CARROLLTON STATE: TX ZIP: 75006 SC 13D/A 1 GENERAL STATEMENT OF BENEFICIAL OWNERSHIP UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D Under the Securities Exchange Act of 1934 (Amendment No. 1) Onyx Acceptance Corporation COMMON STOCK, par value $0.01 682914106 Pamela B. Johnson, Esq., P. O. Box 5041, Thousand Oaks, CA 91359 (818) 597-3754 11/2/99 CUSIP NO. 682914106 13D OMB Number: 3235-0145 1. Name of Reporting Person S.S. or I.R.S. Identification No. of Above Person Lincolnshire Associates, Ltd. 2. Check the Appropriate Box if a Member of a Group (a) / / (b) /X/ 3. SEC Use Only 4. Source of Funds WC 5. Check Box if Disclosure of Legal Proceedings is Required Pursuant to Items 2(d) or 2(e) / / 6. Citizenship or Place of Organization Texas 7. Sole Voting Power -0- Number of Shares 8. Shared Voting Power Beneficially 90,000 Owned by Each 9. Sole Dispositive Power Reporting Person -0- With 10. Shared Dispositive Power 90,000 11. Aggregate Amount Beneficially Owned by Each Reporting Person 90,000 12. Check Box if the Aggregate Amount in Row 11 Excludes Certain Shares / / 13. Percent of Class Represented by Amount in Row 11 1.46% 14. Type of Reporting Person PN 2 CUSIP NO. 682914106 13D OMB Number: 3235-0145 1. Name of Reporting Person S.S. or I.R.S. Identification No. of Above Person Portshire Corp. 2. Check the Appropriate Box if a Member of a Group (a) / / (b) /X/ 3. SEC Use Only 4. Source of Funds AF 5. Check Box if Disclosure of Legal Proceedings is Required Pursuant to Items 2(d) or 2(e) / / 6. Citizenship or Place of Organization Texas 7. Sole Voting Power -0- Number of Shares 8. Shared Voting Power Beneficially 90,000 Owned by Each 9. Sole Dispositive Power Reporting Person -0- With 10. Shared Dispositive Power 90,000 11. Aggregate Amount Beneficially Owned by Each Reporting Person 90,000 12. Check Box if the Aggregate Amount in Row 11 Excludes Certain Shares / / 13. Percent of Class Represented by Amount in Row 11 1.46% 14. Type of Reporting Person CO 2 CUSIP NO. 682914106 13D OMB Number: 3235-0145 1. Name of Reporting Person S.S. or I.R.S. Identification No. of Above Person Edmundson International, Inc. 2. Check the Appropriate Box if a Member of a Group (a) / / (b) /X/ 3. SEC Use Only 4. Source of Funds AF 5. Check Box if Disclosure of Legal Proceedings is Required Pursuant to Items 2(d) or 2(e) / / 6. Citizenship or Place of Organization California 7. Sole Voting Power -0- Number of Shares 8. Shared Voting Power Beneficially 90,000 Owned by Each 9. Sole Dispositive Power Reporting Person -0- With 10. Shared Dispositive Power 90,000 11. Aggregate Amount Beneficially Owned by Each Reporting Person 90,000 12. Check Box if the Aggregate Amount in Row 11 Excludes Certain Shares / / 13. Percent of Class Represented by Amount in Row 11 1.46% 14. Type of Reporting Person CO 2 CUSIP NO. 682914106 13D OMB Number: 3235-0145 1. Name of Reporting Person S.S. or I.R.S. Identification No. of Above Person Consolidated Electrical Distributors, Inc. 2. Check the Appropriate Box if a Member of a Group (a) / / (b) /X/ 3. SEC Use Only 4. Source of Funds AF 5. Check Box if Disclosure of Legal Proceedings is Required Pursuant to Items 2(d) or 2(e) / / 6. Citizenship or Place of Organization Delaware 7. Sole Voting Power -0- Number of Shares 8. Shared Voting Power Beneficially 90,000 Owned by Each 9. Sole Dispositive Power Reporting Person -0- With 10. Shared Dispositive Power 90,000 11. Aggregate Amount Beneficially Owned by Each Reporting Person 90,000 12. Check Box if the Aggregate Amount in Row 11 Excludes Certain Shares / / 13. Percent of Class Represented by Amount in Row 11 1.46% 14. Type of Reporting Person CO 2 CUSIP NO. 682914106 13D OMB Number: 3235-0145 1. Name of Reporting Person S.S. or I.R.S. Identification No. of Above Person Employees' Retirement Plan of Consolidated Electrical Distributors, Inc. 2. Check the Appropriate Box if a Member of a Group (a) / / (b) /X/ 3. SEC Use Only 4. Source of Funds WC 5. Check Box if Disclosure of Legal Proceedings is Required Pursuant to Items 2(d) or 2(e) / / 6. Citizenship or Place of Organization California 7. Sole Voting Power 336,700 Number of Shares 8. Shared Voting Power Beneficially -0- Owned by Each 9. Sole Dispositive Power Reporting Person 336,700 With 10. Shared Dispositive Power -0- 11. Aggregate Amount Beneficially Owned by Each Reporting Person 336,700 12. Check Box if the Aggregate Amount in Row 11 Excludes Certain Shares / / 13. Percent of Class Represented by Amount in Row 11 5.45% 14. Type of Reporting Person EP 2 CUSIP NO. 682914106 13D OMB Number: 3235-0145 1. Name of Reporting Person S.S. or I.R.S. Identification No. of Above Person Galashiels Fund, Ltd. 2. Check the Appropriate Box if a Member of a Group (a) / / (b) /X/ 3. SEC Use Only 4. Source of Funds WC 5. Check Box if Disclosure of Legal Proceedings is Required Pursuant to Items 2(d) or 2(e) / / 6. Citizenship or Place of Organization Illinois 7. Sole Voting Power 40,000 Number of Shares 8. Shared Voting Power Beneficially -0- Owned by Each 9. Sole Dispositive Power Reporting Person 40,000 With 10. Shared Dispositive Power -0- 11. Aggregate Amount Beneficially Owned by Each Reporting Person 40,000 12. Check Box if the Aggregate Amount in Row 11 Excludes Certain Shares / / 13. Percent of Class Represented by Amount in Row 11 .6.5% 14. Type of Reporting Person CO 2 CUSIP NO. 682914106 13D OMB Number: 3235-0145 1. Name of Reporting Person S.S. or I.R.S. Identification No. of Above Person Keith W. Colburn Retirement Plan 2. Check the Appropriate Box if a Member of a Group (a) / / (b) /X/ 3. SEC Use Only 4. Source of Funds WC 5. Check Box if Disclosure of Legal Proceedings is Required Pursuant to Items 2(d) or 2(e) / / 6. Citizenship or Place of Organization Illinois 7. Sole Voting Power -0- Number of Shares 8. Shared Voting Power Beneficially 4,500 Owned by Each 9. Sole Dispositive Power Reporting Person -0- With 10. Shared Dispositive Power 4,500 11. Aggregate Amount Beneficially Owned by Each Reporting Person 4,500 12. Check Box if the Aggregate Amount in Row 11 Excludes Certain Shares / / 13. Percent of Class Represented by Amount in Row 11 .07% 14. Type of Reporting Person EP 2 1. Name of Reporting Person S.S. or I.R.S. Identification No. of Above Person Keith W. Colburn Trust 2. Check the Appropriate Box if a Member of a Group (a) / / (b) /X/ 3. SEC Use Only 4. Source of Funds WC 5. Check Box if Disclosure of Legal Proceedings is Required Pursuant to Items 2(d) or 2(e) / / 6. Citizenship or Place of Organization Illinois 7. Sole Voting Power -0- Number of Shares 8. Shared Voting Power Beneficially 4,500 Owned by Each 9. Sole Dispositive Power Reporting Person -0- With 10. Shared Dispositive Power 4,500 11. Aggregate Amount Beneficially Owned by Each Reporting Person 4,500 12. Check Box if the Aggregate Amount in Row 11 Excludes Certain Shares / / 13. Percent of Class Represented by Amount in Row 11 .07% 14. Type of Reporting Person OO 2 CUSIP NO. 682914106 13D OMB Number: 3235-0145 1. Name of Reporting Person S.S. or I.R.S. Identification No. of Above Person Keith W. Colburn 2. Check the Appropriate Box if a Member of a Group (a) / / (b) /X/ 3. SEC Use Only 4. Source of Funds PC 5. Check Box if Disclosure of Legal Proceedings is Required Pursuant to Items 2(d) or 2(e) / / 6. Citizenship or Place of Organization Illinois 7. Sole Voting Power -0- Number of Shares 8. Shared Voting Power Beneficially 4,500 Owned by Each 9. Sole Dispositive Power Reporting Person -0- With 10. Shared Dispositive Power 4,500 11. Aggregate Amount Beneficially Owned by Each Reporting Person 4,500 12. Check Box if the Aggregate Amount in Row 11 Excludes Certain Shares / / 13. Percent of Class Represented by Amount in Row 11 .07% 14. Type of Reporting Person IN 2 CUSIP NO. 682914106 13D 1 OF 4 Amendment No. 1 INTRODUCTION Lincolnshire Associates, Ltd., a Texas limited partnership, hereby files this Amendment No. 1 (the "Amendment") to Statement on Schedule 13D (the "Statement") on behalf of the Reporting Persons identified in Item 2 below pursuant to the Agreement With Respect to Schedule 13D attached to the Statement as Exhibit 7(1). Defined terms not otherwise defined herein have the meanings ascribed thereto in the Statement. Only those Items amended are reported herein. Item 3: Source and Amount of Funds or Other Consideration. Item 3 is amended by adding the following paragraph: On October 25, 1999, CED Pension Plan purchased 32,500 shares of Common Stock on the open market at a purchase price of $6.13 per share; on October 26, 1999, CED Pension Plan purchased 12,500 shares of Common Stock on the open market at a purchase price of $6.50 per share; on October 29, 1999, CED Pension Plan purchased 1,000 shares of Common Stock on the open market at a purchase price of $6.79 per share; on November 2, 1999, CED Pension Plan purchased 19,000 shares of Common Stock on the open market at a purchase price of $6.79 per share; on November 11, 1999, CED Pension Plan purchased 10,000 shares of Common Stock on the open market at a purchase price of $7.06 per share; on November 15, 1999, CED Pension Plan purchased 12,500 shares of Common Stock on the open market at a purchase price of $7.06 per share; and on November 16, 1999, CED Pension Plan purchased 7,500 shares of Common Stock on the open market at a purchase price of $7.06 per share. A table identifying each purchase is included in Item 5(c) of this Amendment. CUSIP NO. 682914106 13D 2 OF 4 Amendment No. 1 Item 5: Interest in Securities of the Issuer. Item 5 is amended and restated as follows: (a) and (b) The aggregate number of shares and percentage of Common Stock of the Issuer (based on the Issuer's report of Form 10Q that it had 6,177,804 shares of Common Stock outstanding as of August 13, 1999) beneficially owned by each person named in Item 2, as well as the number of shares of Common Stock as to which such person is deemed to have sole power to vote or to direct the vote, shared power to vote or to direct the vote, sole power to dispose or to direct the disposition, or shared power to dispose or direct the disposition is set forth in the following table. Reporting Person No. of Percentage Power to Vote Power to Dispose Shares of Class Shared Sole Shared Sole Benef. Owned - -------------------------------------------------------------------------------- Lincolnshire 90,000 1.46% 90,000 90,000 Portshire Corp. 90,000(1) 1.46% 90,000(1) 90,000(1) Edmundson Int. 90,000(1) 1.46% 90,000(1) 90,000(1) CED 90,000(1) 1.46% 90,000(1) 90,000(1) CED Pension Plan 336,700 5.45% 336,700 336,700 Galashiels 40,000 .65% 40,000 40,000 Colburn KEOGH 4,500 .07% 4,500 4,500 Colburn Trust 4,500 .07% 4,500 4,500 Colburn 4,500 .07% 4,500 4,500 The information required by Item 5 with respect to persons with whom voting or dispositive power is shared is set forth in Item 2. The reporting persons collectively own 471,200 shares, - -------- (1) Reports indirect interest in the shares of Common Stock beneficially owned by Lincolnshire Associates. CUSIP NO. 682914106 13D 3 OF 4 Amendment No. 1 representing 7.6% of the total number of shares of Common Stock outstanding. (c) To the best knowledge of the Reporting Persons, no person described in paragraph (a) of this Item 5 has effected any transaction in the Common Stock of the Issuer during the past 60 days other than as set forth in the table below: Date Purchaser # Shares Price Comm'n Total Funds Required - -------------------------------------------------------------------------------- 10/25/99 CED Pension Plan 32,500 $6.1249 $ 199,062 10/26/99 CED Pension Plan 12,500 $6.5000 $ 81,250 10/29/99 CED Pension Plan 1,000 $6.7870 $ 6,787 11/2/99 CED Pension Plan 19,000 $6.7874 $ 128,962 11/11/99 CED Pension Plan 10,000 $7.0000 $.06 $ 70,600 11/15/99 CED Pension Plan 12,500 $7.0000 $.06 $ 88,250 11/16/99 CED Pension Plan 7,500 $7.0000 $.06 $ 52,950 ------ ---------- TOTAL 95,000 $ 627,861 ------ ---------- (d) To the best knowledge of the Reporting Persons, no person other than the Reporting Persons and their equity owners has the right to receive or the power to direct the receipt of dividends from, or the proceeds from the sale of, the Common Stock of Issuer. (e) Not applicable. Item 6: Contracts, Arrangements, Understandings or Relationships with Respect to Securities of the Issuer. The first paragraph of Item 6 is amended and restated to read as follows: Lincolnshire beneficially owns 90,000 shares of Common Stock. Portshire Corp., the general partner of Lincolnshire CUSIP NO. 682914106 13D 4 OF 4 Amendment No. 1 Associates, is a wholly owned subsidiary of Edmundson International. Therefore, Edmundson International, through its ownership of Portshire Corp., beneficially owns 90,000 shares of Common Stock. Edmundson International is itself a wholly owned subsidiary of CED. Therefore, CED, through its ownership of Edmundson International and indirect ownership of Portshire Corp., beneficially owns 90,000 shares of Common Stock. Colburn is the beneficiary of the Colburn Trust and Colburn KEOGH. Colburn beneficially owns 4,500 shares of Common Stock. A committee makes investment decisions for CED Pension Plan. Any two members of such committee can make investment decisions for CED Pension Plan. Two of the members on CED Pension Plan's investment committee, including Colburn, also make investment decisions for Lincolnshire and, therefore, indirectly, for Portshire Corp., Edmundson International, and CED. CED Pension Plan beneficially owns 336,700 shares of Common Stock. Galashiels beneficially owns 40,000 shares of Common Stock. SIGNATURE After reasonable inquiry and to the best of the undersigned's knowledge and belief, the undersigned certifies that the information set forth in this statement is true, complete and correct. Dated: November 17, 1999 Lincolnshire Associates, Ltd. By Its General Partner, Portshire Corp. By /s/ David C. Verbeck --------------------------- Its Vice President ------------------------- -----END PRIVACY-ENHANCED MESSAGE-----