-----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, EZkcI4UnwxwHZBhxHQCJ5ElBGsWBqD4fW2w5khGEuc8Eg9X+9QF7KvUv1dyZLMB7 PAhH5FPWNtvTc3E10vjGxw== 0000902595-00-000059.txt : 20000526 0000902595-00-000059.hdr.sgml : 20000526 ACCESSION NUMBER: 0000902595-00-000059 CONFORMED SUBMISSION TYPE: SC 13D PUBLIC DOCUMENT COUNT: 2 FILED AS OF DATE: 20000525 SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: AUTOBYTEL COM INC CENTRAL INDEX KEY: 0001023364 STANDARD INDUSTRIAL CLASSIFICATION: RETAIL-MISCELLANEOUS RETAIL [5900] IRS NUMBER: 330711569 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D SEC ACT: SEC FILE NUMBER: 005-58067 FILM NUMBER: 643538 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 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 1 SCHEDULE 13D 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) 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 May 24, 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. 05257N 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. NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH 7 SOLE VOTING POWER 1,862,170 shares of common stock<1> 8 SHARED VOTING POWER -0- 9 SOLE DISPOSITIVE POWER 1,862,170 shares of common stock1 10 SHARED DISPOSITIVE POWER -0- 11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 1,862,170 shares of common stock1 12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES [ ] 13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 9.2% 14 TYPE OF REPORTING PERSON IN - -------------------- <1> These shares include 67,104 shares of the Issuer's common stock held directly by Peter R. Ellis ("Reporting Person 1") and 1,795,066 shares of the Issuer's common stock held in a revocable trust for the benefit of 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. NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH 7 SOLE VOTING POWER 1,813,788 shares of common stock<2> 8 SHARED VOTING POWER -0- 9 SOLE DISPOSITIVE POWER 1,813,788 shares of common stock2 10 SHARED DISPOSITIVE POWER -0- 11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 1,813,788 shares of common stock2 12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES [ ] 13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 9.0% 14 TYPE OF REPORTING PERSON IN _________________ <2> These shares are held in three trusts. 1,795,066 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 SEC 1746 (3-98) Item 1. Security and Issuer This statement relates to the Common Stock, $.001 par value (the "Common Stock") of Autobytel.com Inc., a Delaware corporation (the "Issuer"), having its principal executive offices at 18872 MacArthur Boulevard, Irvine, California 92612. Item 2. Identity and Background (a) This Schedule 13D is filed on behalf of Peter R. Ellis ("Reporting Person 1") and Susanne Ellis ("Reporting Person 2" and, together with Reporting Person 1, the "Reporting Persons"). The Joint Filing Agreement dated May 24, 2000 among the Reporting Persons is set forth in Exhibit 1 hereto and is incorporated herein by reference. The Reporting Persons are husband and wife. (b) The business address of each Reporting Person is 1550 Bayside Drive, #2, Corona del Mar, California 92625. (c) Reporting Person 1 is the owner of Jubilee Investments and a trustee of the Ellis Family Trust u/a/d September 11, 1998. Reporting Person 1's principal business address is 1550 Bayside Drive, #2, Corona del Mar, California 92625. Reporting Person 2 is also a trustee of the Ellis Family Trust. (d) Neither of the Reporting Persons has, during the last five years, been convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors). (e) Neither of the Reporting Persons has, during the last five years, been a party to a civil proceeding of a judicial or administrative body of competent jurisdiction as a result of which the Reporting 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. (f) Each of the Reporting Persons is a citizen of the United States of America. Item 3. Source and Amount of Funds or Other Consideration The Reporting Persons are filing this Schedule 13D to report a change in their investment intent with respect to their ownership of the Common Stock as previously reported on a Schedule 13G filed February 14, 2000. The Reporting Persons have not made any purchase of the Common Stock requiring the filing of a Schedule 13D since such date. Reporting Person 1 is a co- founder and former Chairman and Chief Executive Officer of the Issuer, and all shares beneficially owned by the Reporting Persons as reported herein were acquired by Reporting Person 1 at least two years prior to the date hereof. Reporting Person 2 obtained beneficial ownership of certain of the shares as reported herein upon transfer of such shares by Reporting Person 1 into various trusts for the benefit of the Reporting Persons and members of their immediate family (see cover page). Item 4. Purpose of Transaction All of the shares of Common Stock beneficially owned by the Reporting Persons were acquired by the Reporting Persons for investment purposes. However, the Reporting Persons intend to continuously review their investment in the Issuer, and may in the future determine to take any available course of action with respect to such investment, including the formulation of plans or proposals that relate to, might result in, or have the purpose or effect of changing or influencing control of the Issuer, or that relate to or would result in any of the other events enumerated in Item 4 of the instructions to Schedule 13D. The Reporting Persons intend to communicate with other shareholders and with directors, officers, employees and affiliates of the Issuer concerning the business, management and strategic direction of the Issuer and possible alternatives for increasing shareholder value. The Reporting Persons may also submit one or more proposals for shareholder action at the Issuer's annual meeting scheduled to be held on June 15, 2000, and subject to applicable laws, may solicit proxies or written consents from or make recommendations to other shareholders with regard to matters to be presented for a vote at such annual meeting. Item 5. Interest in Securities of the Issuer (a) Reporting Person 1 beneficially owns 1,862,170 shares of Common Stock, which represent approximately 9.2% of the outstanding shares of Common Stock (see cover page). Reporting Person 2 beneficially owns 1,813,788 shares of Common Stock, which represent approximately 9.0% 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 1,795,066 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 1,880,892 shares of the Issuer's common stock, which represent approximately 9.3% 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, 1,862,170 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, 1,813,788 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 1,880,892 shares of the Issuer's common stock. (c) Neither Reporting Person has effected any transactions in any shares of Common Stock during the past 60 days. (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. Item 6. Contracts, Arrangements, Understandings or Relationships with Respect to Securities of the Issuer Reporting Person 1 and Reporting Person 2 are husband and wife. There are no contracts, arrangements, understandings or relationships (legal or otherwise) between the Reporting Persons and any other person with respect to any securities of the Issuer, including transfer or voting of any of the Common Stock, finder's fees, joint ventures, loan or option arrangements, puts or calls, guarantees of profits, division of profits or loss, or the giving or withholding of proxies. Item 7. Material to be Filed as Exhibits Exhibit 1 Joint Filing Agreement, dated May 24, 2000. 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: May 24, 2000 /s/ Peter R. Ellis Peter R. Ellis /s/ Susanne Ellis Susanne Ellis EX-1 2 JOINT FILING STATEMENT EXHIBIT 1 JOINT FILING AGREEMENT The undersigned agree that the foregoing statement on Schedule 13D is being filed with the Commission on behalf of each of the undersigned pursuant to Rule 13d-1(k)(1). Dated: May 24, 2000 /s/ Peter R. Ellis Peter R. Ellis /s/ Susanne Ellis Susanne Ellis -----END PRIVACY-ENHANCED MESSAGE-----