SC 13D/A 1 0001.txt AMENDMENT NO. 1 TO 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) AMENDMENT NO. 1 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 July 6, 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. 7 SOLE VOTING POWER 1,862,170 shares of common stock1 NUMBER OF SHARES 8 SHARED VOTING POWER BENEFICIALLY -0- OWNED BY EACH 9 SOLE DISPOSITIVE POWER REPORTING 1,862,170 shares of common stock1 PERSON WITH 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. 05257N 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 1,813,788 shares of common stock2 NUMBER OF SHARES 8 SHARED VOTING POWER BENEFICIALLY -0- OWNED BY EACH 9 SOLE DISPOSITIVE POWER REPORTING 1,813,788 shares of common stock2 PERSON WITH 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 SEC 1746 (3-98) ------------------ 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. 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 additional shares or to sell shares of Common Stock of the Issuer on the open market or in private transactions. 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. The Reporting Persons reserve the right to formulate plans or proposals that relate to, might result in, or have the purpose or effect of changing or influencing control or management 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. 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: July 6, 2000 /s/ Peter R. Ellis -------------------------------- Peter R. Ellis /s/ Susanne Ellis -------------------------------- Susanne Ellis