-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: keymaster@town.hall.org Originator-Key-Asymmetric: MFkwCgYEVQgBAQICAgADSwAwSAJBALeWW4xDV4i7+b6+UyPn5RtObb1cJ7VkACDq pKb9/DClgTKIm08lCfoilvi9Wl4SODbR1+1waHhiGmeZO8OdgLUCAwEAAQ== MIC-Info: RSA-MD5,RSA, Nkq7d7Xki9xz7xEjMkbQN11vzjGvi8Uy0hb7TvJJVpo2CHNzd/FThnXlsnzH/cxn jv76ahFtyP7h2aKbStCIiQ== 0000891547-95-000052.txt : 199507100000891547-95-000052.hdr.sgml : 19950710 ACCESSION NUMBER: 0000891547-95-000052 CONFORMED SUBMISSION TYPE: SC 13D PUBLIC DOCUMENT COUNT: 3 FILED AS OF DATE: 19950707 SROS: NONE SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: AUTOINFO INC CENTRAL INDEX KEY: 0000351017 STANDARD INDUSTRIAL CLASSIFICATION: COMMUNICATION SERVICES, NEC [4899] IRS NUMBER: 132867481 STATE OF INCORPORATION: DE FISCAL YEAR END: 0531 FILING VALUES: FORM TYPE: SC 13D SEC ACT: 1934 Act SEC FILE NUMBER: 005-39031 FILM NUMBER: 95552501 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: RYBACK MANAGEMENT CORP /MO /ADV CENTRAL INDEX KEY: 0000891547 STANDARD INDUSTRIAL CLASSIFICATION: [] IRS NUMBER: 431615580 STATE OF INCORPORATION: MI FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D BUSINESS ADDRESS: STREET 1: 7711 CARONDELET AVE STE 700 CITY: ST LOUIS STATE: MO ZIP: 63105 BUSINESS PHONE: 3147275305 MAIL ADDRESS: STREET 1: 7711 CARONDELET STE 700 CITY: ST LOUIS STATE: MO ZIP: 63105 FORMER COMPANY: FORMER CONFORMED NAME: RYBACK MANAGEMENT CORP /MO/ /ADV DATE OF NAME CHANGE: 19940822 SC 13D 1 SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Schedule 13D Under the Securities Exchange Act of 1934 (Amendment No. )* AutoInfo, Inc. (Name of Issuer) Common Stock (Title of Class of Securities) 052777-10-9 (CUSIP Number) Brian L. Blomquist 7711 Carondelet Ave., St. Louis, MO 63105, (314) 727-5305 (Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications) June 22, 1995 (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 /x/ Check the following box if a fee is being paid with the statement /x/. (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. *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 ("Act") 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). SCHEDULE 13D CUSIP NO. 052777-10-9 1 NAME OF REPORTING PERSON S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON Ryback Management Corporation 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) / / (b) / / 3 SEC USE ONLY 4 SOURCE OF FUNDS* 00 5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e) / / 6 CITIZENSHIP OR PLACE OF ORGANIZATION Michigan 7 SOLE VOTING POWER 1,142,850 NUMBER OF SHARES 8 SHARED VOTING POWER BENEFICIALLY -0- OWNED BY EACH 9 SOLE DISPOSITIVE POWER REPORTING 1,142,850 PERSON WITH 10 SHARED DISPOSITIVE POWER -0- 11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 1,142,850 12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES / / CERTAIN SHARES* 13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 15.65% 14 TYPE OF REPORTING PERSON* IA, CO *SEE INSTRUCTIONS BEFORE FILLING OUT! SCHEDULE 13D CUSIP NO. 052777-10-9 1 NAME OF REPORTING PERSON S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON Lindner Growth Fund, a separate series of Lindner Investments 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) / / (b) / / 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 Massachusetts 7 SOLE VOTING POWER -0- NUMBER OF SHARES 8 SHARED VOTING POWER BENEFICIALLY -0- OWNED BY EACH 9 SOLE DISPOSITIVE POWER REPORTING -0- PERSON WITH 10 SHARED DISPOSITIVE POWER -0- 11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 713,000 12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES / / CERTAIN SHARES* 13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 9.76% 14 TYPE OF REPORTING PERSON* IV, OO *SEE INSTRUCTIONS BEFORE FILLING OUT! SCHEDULE 13D CUSIP NO. 052777-10-9 1 NAME OF REPORTING PERSON S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON Lindner Bulwark Fund, a separate series of Lindner Investments 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) / / (b) / / 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 Massachusetts 7 SOLE VOTING POWER -0- NUMBER OF SHARES 8 SHARED VOTING POWER BENEFICIALLY -0- OWNED BY EACH 9 SOLE DISPOSITIVE POWER REPORTING -0- PERSON WITH 10 SHARED DISPOSITIVE POWER -0- 11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 429,850 12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES / / CERTAIN SHARES* 13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 5.89% 14 TYPE OF REPORTING PERSON* IV, OO *SEE INSTRUCTIONS BEFORE FILLING OUT! Item 1. Security and Issuer. Common Stock (the "Stock") of AutoInfo, Inc. (the "Issuer"), 1600 Route 208, Fairlawn, NJ 07410 Item 2. Identity and Background. Ryback Management Corporation, a Michigan corporation ("Ryback"), is a registered Investment Adviser providing investment advisory services to a number of investment company clients, including Lindner Growth Fund ("Growth Fund") and Lindner Bulwark Fund ("Bulwark Fund"). Growth Fund and Bulwark Fund are separate series of Lindner Investments, a Massachusetts Business Trust (the "Trust"), a registered Investment Company. The address of the principal business and principal office for each of Ryback, Growth Fund and Bulwark Fund is 7711 Carondelet Ave., St. Louis, MO 63105. The following table sets forth certain information with respect to the executive officers and directors of Ryback and the Trust. Each person is a citizen of the United States and unless otherwise indicated, has his business address at 7711 Carondelet Ave., St. Louis, MO 63105. Principal Occupation and Business Address if Different Name from that set forth above - ---- ----------------------------- Eric E. Ryback (1)(2)(3) President of Ryback Robert A. Lange (1) Sr. Vice President of Ryback Brian L. Blomquist (1) Vice President and Assistant Secretary of Ryback Lawrence G. Callahan (1) Vice President of Ryback Terrence P. Fitzgerald (3) Sr. Counsel, The May Department Stores Company 6641 Waterman, St. Louis, Missouri Marc P. Hartstein (3) Assistant to Vice President, Anheuser-Busch, Inc. 3 Middlebrook Lane St. Louis, Missouri Donald J. Murphy (3) President of Murcom Financial, Ltd. 970 E. Deerpath Lake Forest, Illinois Doug T. Valassis (2)(3)(4) Chairman of the Board and Treasurer of Ryback and President of Franklin Enterprises, Inc. 520 Lake Cook Road Deerfield, Illinois Robert L. Byman (3) Partner in the law firm of Jenner & Block One IBM Plaza, Chicago, Illinois Peter S. Horos (3) Investment Manager, All State Life Insurance Company, All State Plaza, Northbrook, Illinois Dennis P. Nash (3) Vice President, Nellis Feed Company 899 Skokie Blvd. Northbrook, Illinois Edward W. Elliot, Jr. (2)(4)Vice Chairman, Franklin Enterprises, Inc. 520 Lake Cook Road Deerfield, Illinois D. Craig Valassis (2)(4) Vice President, Franklin Enter- prises, Inc. 520 Lake Cook Road Deerfield, Illinois Robert L. Miller (2) Treasurer, Franklin Enterprises, Inc. 520 Lake Cook Road Deerfield, Illinois - --------------------------- (1) Each is also an executive officer of the Trust (2) Director of Ryback (3) Trustee of the Trust (4) Messrs. Doug T. Valassis, D. Craig Valassis and Edward W. Elliot, Jr. are co-Trustees of the Valassis Irrevocable Trust u/t/a dated October 14, 1992, which is the holder of 90% of the voting securities of Ryback Neither Ryback, Growth Fund, Bulwark Fund nor any of their executive officers, directors or trustees has, during the last five years, been convicted in a criminal proceeding. Neither Ryback, Growth Fund, Bulwark Fund nor any of their executive officers, directors or trustees 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 he or it was or is subject to any 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 3. Source and Amount of Funds or Other Consideration. The source of the funds used by Growth Fund and Bulwark Fund in the acquisition of Stock was their respective working capital. Item 4. Purpose of Transaction. Growth Fund and Bulwark Fund have purchased Stock for investment purposes. See Item 6 for a description of the recent arrangement entered into among Ryback, Eric E. Ryback, Lawrence Callahan and the Issuer. Item 5. Interest in Securities of the Issuer. (a) Growth Fund beneficially owns 713,000 shares of Stock (approximately 9.76% of the outstanding shares of Stock) and Bulwark Fund beneficially owns 429,850 shares of Stock (approximately 5.89% of the outstanding shares of Stock). Ryback, in its capacity as investment adviser to Growth Fund and Bulwark Fund, may be deemed beneficial owner of such shares. (b) Ryback has sole dispositive power and sole voting power with respect to the shares owned by Growth Fund and Bulwark Fund. (c) During the sixty days immediately preceding the date of this filing, neither Ryback, Growth Fund nor Bulwark Fund engaged in any transactions with respect to the Stock. (d) No other persons are known to have the right to receive or the power to direct the receipt of dividends from, or the proceeds from the sale of Stock held by Growth Fund and Bulwark Fund. (e) The reporting persons described in this Schedule have not ceased to be beneficial owners of more than 5% of the outstanding shares of Stock. Item 6. Contracts, Arrangements, Understandings or Relationships with Respect to Securities of the Issuer. Ryback entered into a Settlement Agreement (the "Settlement Agreement") dated as of June 22, 1995 with the Issuer, Eric E. Ryback and Lawrence Callahan in order to settle litigation commenced by the Issuer against, among others, Ryback, Eric Ryback and Lawrence Callahan, which litigation arose out of the ownership of Stock by Growth Fund and Bulwark Fund. Pursuant to the terms of the Settlement Agreement, Ryback has agreed that for five years, unless specifically requested in writing in advance by the Board of Directors of the Issuer, it will not, and will cause its affiliates not to purchase any Stock, submit any proposal for the acquisition of Stock or any extraordinary transaction involving the Issuer, participate in any solicitation of proxies or become a participant in any election contest with respect to the Stock, participate in any group taking such prohibited action, propose any stockholder action with respect to the Issuer or the Board of Directors of the Issuer or otherwise seek to control the management or policies of the Issuer as well as certain other related actions. Ryback has also agreed that it will not, and will cause its affiliates not to transfer or otherwise dispose of any capital stock of the Issuer owned by it unless such disposition does not exceed certain limits, is through broker transactions and is not made to any person who owns or will own, upon consummation of the disposition, 3% or more of the outstanding common stock of the Issuer. In addition, Ryback has generally agreed that, with respect to each matter submitted to the stockholders of the Issuer for a vote, for five years it will, and will cause its affiliates to vote all shares of Stock owned by Ryback or its affiliates in accordance with the applicable duly authorized recommendation of the Board of Directors of the Issuer. Item 7. Material to be Filed as Exhibits. Exhibit 1: Joint Filing Agreement. Exhibit 2: Settlement Agreement dated as of June 22, 1995 between AutoInfo, Inc., Ryback Management Corporation, Eric E. Ryback and Lawrence Callahan. 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. Date: July 6, 1995 /s/ Eric E. Ryback ------------------------------ Eric E. Ryback, President Ryback Management Corporation, and Lindner Investments EX-1 2 AGREEMENT EXHIBIT 1 AGREEMENT The undersigned hereby agree that the Schedule 13D, and any amendments thereto, filed by Ryback Management Corporation, and Lindner Investments, on behalf of its Lindner Growth and Lindner Bulwark series, under the Securities Exchange Act of 1934, as amended (the "Act"), reporting the beneficial ownership of shares of Common Stock of AutoInfo, Inc. may be filed with the Securities and Exchange Commission pursuant to Rule 13d-1(f)(1) under the Act on behalf of each of the undersigned. Dated: July 6, 1995 Ryback Management Corporation /s/ Eric E. Ryback - --------------------------- Eric E. Ryback, President Lindner Investments /s/ Eric E. Ryback - --------------------------- Eric E. Ryback, President EX-2 3 SETTLEMENT AGREEMENT EXHIBIT 2 SETTLEMENT AGREEMENT dated as of June 22, 1995 between AutoInfo, Inc. (the "Company"), Ryback Management Corporation ("Ryback"), Eric C. Ryback ("ER") and Lawrence Callahan ("LC"). WHEREAS, on June 14, 1995, the Company commenced a lawsuit in United States District Court for the District of Delaware against, among others, Ryback, ER and LC (collectively, the "Ryback Defendants") alleging that the Ryback Defendants violated Sections 13(d) and 13(g) of the Securities and Exchange Act of 1934, as amended (the "Exchange Act"; the "Litigation") and the Company and Ryback desire to settle the Litigation; WHEREAS in consideration for agreeing to settle the Litigation, the Company and Ryback have agreed to enter into and abide by the terms of this Agreement; WHEREAS the Ryback Defendants deny all of the Company's allegations of wrongful and/or unlawful conduct by the Ryback Defendants, including, but not limited to, the allegations that the Ryback Defendants violated Sections 13(d) and 13(g) of the Exchange Act, but wish to avoid the expense and distraction of litigation; NOW, THEREFORE, in consideration of the premises and of the mutual covenants and agreements contained herein, the parties hereby agree as follows: ARTICLE I Representations SECTION 1.1. Representations of the Company. The Company hereby represents and warrants to Ryback that (i) the Company has the full legal right, power and authority to enter into and perform this Agreement, (ii) the execution and delivery, of this Agreement by the Company and the consummation by it of the transactions contemplated herein have been duly authorized by the Company, and (iii) this Agreement constitutes the legal, valid and binding obligation of the Company, enforceable against the Company in accordance with its terms. SECTION 1.2. Representations of Ryback. Ryback hereby represents and warrants to the Company that (i) Ryback has the full legal right, power and authority to enter into and perform this Agreement, (ii) the execution and delivery of this Agreement by Ryback and the consummation by Ryback of the transactions contemplated herein have been duly authorized by Ryback, (iii) this Agreement constitutes the legal, valid and binding obligation of Ryback enforceable against Ryback in accordance with its terms, (iv) on the date hereof, Ryback is the beneficial owner of 1,142,850 shares of the Company's outstanding common stock (713,000 of which are owned by the Lindner Fund and 429,850 of which are owned by the Lindner Bulwark Fund) and neither Ryback nor any affiliate or associate of Ryback beneficially owns or will own any other securities of the Company or rights or interests in any such securities, and (v) Ryback does not have any agreements, arrangements or understandings with any person regarding any possible stockholder proposal or proxy solicitation with respect to the Company or with regard to the voting of any securities of the Company. SECTION 1.3. Representations of ER and LC, Each of ER and LC hereby represents and warrants with respect to himself, individually and not jointly, that on the date hereof, except with respect to the securities specified in Section 1.2(iv) above, (i) neither ER nor LC beneficially own any outstanding common stock of the Company or any other securities of the Company or any rights or interest in any such securities and (ii) neither ER nor LC is a party to any agreement, arrangement or understanding with any person regarding any possible stockholder proposal or proxy solicitation with respect to the Company or with regard to the voting of any securities of the Company. ARTICLE II Standstill, Transfer, and Voting SECTION 2.1. Standstill Provisions. (a) During the term of this Agreement, unless specifically requested in writing in advance by the Board of Directors of the Company (the "Board"), Ryback will not, and will cause its affiliates and associates not to, alone or in concert with others (and neither Ryback nor any affiliate or associate of Ryback will advise, assist or encourage others to), directly or indirectly: (i) by purchase or otherwise, acquire, or agree to acquire, ownership (including, but not limited to, beneficial ownership) of any shares of Common Stock of the Company, including securities convertible into Common Stock, or direct or indirect rights or options to acquire such ownership; (ii) make any public announcement with respect to, or submit any proposal for, the acquisition of beneficial ownership of Common Stock (or securities convertible into Common Stock or direct or indirect rights or options to acquire such beneficial ownership), or for or with respect to any extraordinary transaction or merger, consolidation, sale of substantial assets or business combination involving the Company or any of its affiliates, (iii) make, or in any way participate in, any "solicitation" of "proxies" (as such terms are defined or used in Regulation 14A under the Exchange Act) or become a "participant" in any "election contest" (as such terms are defined or used in Rule 14a-11 under the Exchange Act) to vote, or seek to advise or influence any person or entity with respect to the voting of, any voting securities of the Company or any of its affiliates; (iv) form, join or in any way participate in a "group" (as such term is used in Section 13d(3) of the Exchange Act) to take any action otherwise prohibited by the terms of this Agreement; (v) initiate or propose any stockholder proposals for submission to a vote of stockholders, whether by action at a stockholder meeting or by written consent, with respect to the Company or any of its affiliates or propose any person for election to the Board of Directors or any of its affiliates or propose the removal of any member of the Board of Directors or any of its affiliates; (vi) otherwise seek to control the management or policies of the Company or any of its affiliates, including, without limitation, taking any action to seek to obtain representation on the Board of Directors or any of its affiliates; (vii) institute, prosecute or pursue against the Company (or any of its officers, directors, representatives, trustees, employees, attorneys, advisors, agents, affiliates or associates) (a) any claim with respect to any action hereafter duly approved the Company's Board of Directors or (b) any claim on behalf of a class of the, Company's security holders, (viii) disclose to any third party, or make any filing under the Exchange Act (including, without limitation, under Section 13(d) thereof) disclosing, any intention, plan or arrangement inconsistent with the foregoing; (ix) publicly oppose any duly authorized Board of Director action or recommendation; (x) initiate any communication with any customer or supplier of the Company or any other person which does or is contemplating doing business or entering into a transaction with the Company with a view interfering or otherwise adversely affecting the relationship between the Company and or the applicable customer, supplier or other person; (xi) enter into any discussions, negotiations, arrangements or understandings with any third party with respect to any of the foregoing; or (xii) request the Company (or its directors, officers, employees or agents) to amend or waive any provision of this Agreement (including without limitation this Section 2.1(a)) or otherwise seek any modification to or waiver of any of the agreements or obligations of Ryback, or any of its affiliates or associates., under this Agreement. SECTION 2.2. Transfers. (a) During the term of this Agreement, Ryback will not and will cause its associates and affiliates not to, transfer, assign, pledge, sell, hypothecate or otherwise dispose (a "disposition") of any capital stock of the Company owned by it, except if all of the following conditions are satisfied with respect to such disposition: (i) the applicable disposition together with all other dispositions for the account of Ryback and its associates and affiliates during the one month period immediately preceding the date of such disposition does not exceed one percent of the common stock outstanding of the Company, as shown on the most recent applicable report or statement published by the Company; (ii) such disposition shall be by means of a "broker's transaction" within the meaning of rule 144(g) under the Securities Act of 1933, as amended; and (iii) with respect to any such disposition, the seller shall instruct its broker that such broker shall make due inquiry and shall not make the disposition to any person (including any agent of such person) if Ryback and/or its affiliates or associates or such broker knows, or has reason to believe, that such person, together with such persons, affiliates and associates, owns, collectively (with its associates and affiliates), or, will own, collectively (with its associates and affiliates), upon consummation of the disposition, 3% or more of the outstanding common stock of the Company as shown on the most recent applicable report or statement published by the Company. Notwithstanding the foregoing, any disposition by the Lindner Bulwark Fund after the second anniversary of this Agreement shall not require satisfaction of the condition specified in clause (i) of this Section 2.2(a). (b) Any transfer of shares of the Common Stock in violation of this Section 2.2 may be suspended on the books of the Company. SECTION 2.3 Voting. With respect to each matter submitted to the stockholders of the Company for a vote, during the term of this Agreement, whether at a meeting or pursuant to any consent of shareholders, including, without limitation, any matter submitted to the stockholders of the Company relating to the election or removal of directors, Ryback agrees to, and agrees to cause its affiliates and associates to, vote (whether by proxy or otherwise) all shares of Common Stock owned by Ryback and/or any of its affiliates and associates in accordance with the applicable duly authorized recommendation of the Board of Directors; provided, however, that, with respect to any recommendation relating to the election or removal of directors, if, assuming such recommendation were adopted by the stockholders of the Company, less than a majority of all directors constituting the Board would be "outside directors", as defined in Section 4.9, Ryback and its associates and affiliates shall vote their shares in the same proportion as the votes of all other outstanding voting securities of the Company voting on such applicable matter. ARTICLE III Dismissal of Litigation and Releases SECTION 3.1. Dismissal of Litigation. AutoInfo, Inc. shall, as soon as practicable, dismiss without prejudice, the Litigation against the Ryback Defendants and shall withdraw all of its outstanding discovery requests to the Ryback Defendants including the First Request for Production of Documents dated June 15, 1995, the First Set of Interrogatories dated June 15, 1995 and the First Notice of Depositions dated June 19, 1995. SECTION 3.2. Release of Ryback Defendants. Subject to Section 3.4, the Company hereby forever releases, discharges and acquits the Ryback Defendants and each of their past, present or future parent and subsidiary corporations, affiliates, stockholders, agents, successors, assigns, directors, employees, representatives, attorneys, spouses, marital communities, next of kin, heirs, executors and administrators from and against any and all claims, demands, judgments, actions and causes of actions, suits, debts, dues, sums of money, accounts, reckoning, bonds, bills, specialties, covenants, contracts, controversies, agreements, promises, variances, trespasses, damages, judgments, extents, executions, claims and demands whatsoever in law, admiralty or equity, which AutoInfo, Inc. and/or any of its parent companies, subsidiaries, heirs, executors, administrators, successors, agents, affiliates and assigns ever had, now have or hereafter can, shall or may have against the Ryback Defendants, for, upon, or by reason of any matter, cause or thing whatsoever from the beginning of the world to the date of this Agreement. SECTION 3.3. Release of the Company. The Ryback Defendants, individually and jointly, hereby forever release, discharge and acquit AutoInfo, Inc. and its past, present and future parent and subsidiary corporations, affiliates, agents, successors, assigns, directors, employees, representatives, attorneys, spouses, marital communities, next of kin, heirs, executors and administrators from and against any and all claims, demands, judgments, actions and causes of action, suits, debts, dues, sums of money, accounts, reckoning, bonds, bills, specialties, covenants, contracts, controversies, agreements, promises, variances, trespasses, damages, judgments, extents, executions, claims and demands whatsoever, in law, admiralty or equity, which any of the Ryback Defendants, and/or any of their parent companies, subsidiaries, officers, directors, employees, heirs, executors, administra- tors, successors, agents, affiliates and assigns ever had, now have or hereafter can, shall or may have against AutoInfo, Inc. for, upon, or by reason of any matter, cause or thing whatsoever from the beginning of the world to the date of this Agreement. SECTION 3.4. Non Released Claims. It is further agreed and understood that (a) the above general release does not pertain to, or affect, the parties' obligations and rights under this Agreement and that all parties reserve all rights to enforce the obligations set forth in this Agreement and (b) that should any part of this Agreement be preliminarily or permanently adjudicated to be invalid by any court or, in the event Ryback shall fail to comply with the provisions of this Agreement for any reason whatsoever, the releases contained herein shall be deemed null and void. ARTICLE IV Miscellaneous SECTION 4.1. Fees and Expenses. Each party hereto shall pay the fees and expenses of its investment banking advisors, attorneys, accountants and other advisors, if any, and all other expenses incurred by such party incident to the negotiation, preparation, execution, delivery and performance of this Agreement. SECTION 4.2. Severability. Except as provided in Section 3.4 above, if any term, provision, covenant or restriction of this Agreement is held by a court of competent jurisdiction to be invalid, void or unenforceable, the remainder of the terms, provisions, covenants and restrictions of this Agreement shall remain in full force and effect. SECTION 4.3. Legend. Ryback will, and will cause its affiliates and associates to, present or cause to be presentedpromptly all certificates, to the extent such certificates are in existence on the date hereof or from time to time, evidencing shares of Common Stock owned by Ryback and/or its affiliates and associates for the placement thereon of the following legend, which legend will remain on such certificates until such time as the shares represented by such certificates are no longer subject to the restrictions of this Agreement: THIS SECURITY IS SUBJECT TO THE PROVISIONS OF THE SETTLEMENT AGREEMENT DATED AS OF JUNE 22,1995, AMONG THE ISSUER AND RYBACK MANAGEMENT CORPORATION AND MAY NOT BE SOLD OR TRANSFERRED EXCEPT IN ACCORDANCE THEREWITH. A COPY OF SUCH SETTLEMENT AGREEMENT IS ON FILE AT THE OFFICE OF THE CORPORATE SECRETARY OF THE ISSUER AND WILL BE FURNISHED TO ANY PERSON UPON REQUEST. SECTION 4.4. Specific Enforcement; No Right to Consent to Jurisdiction. (a) The Company, ER, LC and Ryback acknowledge and agree that irreparable damage would occur in the event that any of the provisions of this Agreement was not performed in accordance with its specific terms or was otherwise breached. It is accordingly agreed that the parties hereto shall be entitled to an injunction or injunctions to prevent or cure breaches of the provisions of this Agreement and to enforce specifically the terms and provisions hereof, this being in addition to any other remedy to which they may be entitled by law or equity. (b) The parties hereto further agree that they shall not be permitted or have the right to terminate or suspend performance of any provision of this Agreement, it being agreed that all provisions of this Agreement shall continue and be specifically enforceable in all events and under all circumstances regardless of any events, occurrences, actions or omissions before or after the date hereof. In furtherance of the foregoing the parties hereto agree that they shall not be permitted to, and shall not, bring any claim seeking to terminate or suspend performance of any provision of this Agreement or seeking any determination that any provision of this Agreement (including, without limitation, this Section 4.4) is invalid, inapplicable or unenforceable. (c) Each of the parties hereto irrevocably and unconditionally submits to the exclusive jurisdiction of (a) the Chancery Court of the State of Delaware, New Castle County, (b) the Superior Court of the State of Delaware, New Castle County, and (c) the United States District Court for the District of Delaware, for the purposes of any suit, action or other proceeding arising out of this Agreement or any transaction contemplated hereby. Each of the parties hereto agrees to commence any action, suit or proceeding relating hereto in the Chancery Court of the State of Delaware, New Castle County, or if such suit, action or other proceeding may not be brought in such court for jurisdictional reasons, either in the Superior Court of the State of Delaware, New Castle County or in the United States District Court for the District of Delaware. Each party hereto further agrees that service of any process, summons, notice or document by U.S. registered mail to such party's respective address set forth below shall be effective service of process for any action, suit or proceeding brought in any such court with respect to any matters to which it has submitted to jurisdiction in this Section 4.4(c). Each party hereto irrevocably and unconditionally waives any objection to the laying of venue of any action, suit or proceeding arising out of this Agreement or the transactions contemplated hereby in (i) the Chancery Court of the State of Delaware, New Castle County, (ii) the Superior Court of the State of Delaware, New Castle County, or (iii) the United States District Court for the District of Delaware, and hereby further irrevocably and unconditionally waives and agrees not to plead or claim in any such court that any such action, suit or proceeding brought in any such court has been brought in an inconvenient forum. SECTION 4.5. Entire Agreement. This Agreement contains the entire understanding of the parties with respect to the matters covered hereby and this Agreement may be amended only by an agreement in writing executed by the parties hereto. SECTION 4.6. Notices. Any notice or other communication required or permitted to be given hereunder shall be in writing and shall be effective (a) when personally delivered or delivered by telex (with correct answer-back received) or telecopy on a business day during normal business hours at the address or number designated below or (b) on the business day following the date of mailing by overnight courier, fully prepaid, addressed to such address, whichever shall first occur. The addresses for such communications shall be: If to the Company: AutoInfo, Inc. 1600 Route 208 Fair Lawn, New Jersey 07410 Attn.: Scott Zecher Facsimile: (201) 703-0500 Confirmation: (201) 703-1777 with a copy to: Dreyer and Traub LLP 101 Park Avenue New York, New York 10178 Attn.: Kenneth S. Rose, Esq. Facsimile: (212) 984-6262 Confirmation: (212) 984-6126 and Fried, Frank, Harris, Shriver & Jacobson One New York Plaza New York, New York 10004 Attn.: Douglas Flaum, Esq. Facsimile: (212) 859-8259 Confirmation: (212) 859-4000 If to Ryback, ER or LC: Ryback Management Corporation 7711 Carondelet Avenue, Suite 700 St. Louis, Missouri 63105 Ann: Lawrence Callahan Facsimile: (314) 727-3866 Confirmation: (314) 727-5305 (x2l9) with a copy to: Dykema Gossett PLLC 400 Renaissance Center Detroit, Michigan 48243 Attn.: Paul R. Rentenbach Facsimile: (313) 568-6832 Confirmation: (313) 569-6973 Any party hereto may from time to time change its address for notices under this Section 4.6 by giving at least 10 days' notice of such changed address to the other parties hereto. SECTION 4.7. Waivers. No waiver by either party of any breach of any provision hereof shall be deemed to be a continuing waiver in the future thereof or a waiver of any other provision hereof, nor shall any delay or omission of any party to exercise any right hereunder in any manner impair the exercise of any such right accruing to it thereafter. SECTION 4.8. Certain Understandings. The Company understands and agrees that this Settlement Agreement and the consideration given in exchange therefor by the Ryback Defendants do not constitute and are not to be construed as an admission of liability or wrongdoing of any kind on the part of the Ryback Defendants, by whom all liability and wrongdoing are denied. SECTION 4.9. Construction. The headings of the Articles, Sections and paragraphs of this Agreement are inserted for convenience only and shall not be deemed to constitute part of this Agreement or to effect the construction hereof. All section and article references are to this Agreement, unless otherwise expressly provided. As used in this Agreement (i) "hereof", "hereunder", "herein" and words of like impact shall be deemed to refer to this Agreement in its entirety and not just a particular section of this agreement, (ii) "beneficially own" shall have the meaning of such term within Rule 13d-3 (as such rule is currently in effect) under the Exchange Act, (iii) "affiliate" and "associate" shall each have the meaning of such terms within Rule 12b-2 (as such rule is currently in effect) under the Exchange Act, and (iv) "outside director" shall mean a director who is not also an officer and/or employee of the Company. SECTION 4.10. Successors and Assigns. This Agreement shall be binding upon and inure to the benefit of the parties hereto and their successors and legal representatives. No party hereto shall assign this Agreement or any rights hereunder without the prior written consent of the other parties hereto. SECTION 4.11. Governing Law. This Agreement shall be governed by and construed and enforced in accordance with the internal laws of the State of Delaware without regard to the principles of conflict of laws. SECTION 4.12. Termination. This Agreement shall terminate on the fifth anniversary of the date hereof. SECTION 4.13. Counterparts. This Agreement may be executed in counterparts each of which shall be deemed an original and, all of which, when taken together, shall constitute one Agreement. IN WITNESS WHEREOF, the parties hereto have executed this Agreement or have caused this Agreement to be duly executed by their respective authorized officers as of the date hereof. AUTOINFO, INC. By: /s/ Scott Zecher --------------------------- Name: Scott Zecher Title: President and Chief Executive Officer RYBACK MANAGEMENT CORPORATION By: /s/ Eric E. Ryback ---------------------- Name: Erick E. Ryback Title: President /s/ Eric E. Ryback ------------------ Eric E. Ryback /s/ Lawrence Callahan --------------------- Lawrence Callahan Approved as to Form Only FRIED, FRANK, HARRIS, SHRIVER & JACOBSON By:/s/ Paul Reinstein ------------------ Paul Reinstein Counsel for AutoInfo, Inc. Dykema Gossett By:/s/ Derek I. Meier ------------------ Derek I. Meier Counsel for Ryback Management Corporation, Eric E. Ryback and Lawrence Callahan -----END PRIVACY-ENHANCED MESSAGE-----