-----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, V65kJLECZ62hbbQpJEWHkNH75YyillZ2bxixZ6etLf4CmakZuyUtvBegMvju37rE IUEDFvde/7NTM+Cap/an4A== 0000921895-97-000324.txt : 19970513 0000921895-97-000324.hdr.sgml : 19970513 ACCESSION NUMBER: 0000921895-97-000324 CONFORMED SUBMISSION TYPE: SC 13D/A PUBLIC DOCUMENT COUNT: 2 FILED AS OF DATE: 19970512 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: 97600692 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: STEEL PARTNERS II L P CENTRAL INDEX KEY: 0000915653 STANDARD INDUSTRIAL CLASSIFICATION: [] FILING VALUES: FORM TYPE: SC 13D/A BUSINESS ADDRESS: STREET 1: 750 LEXINGTON AVE 27TH FL CITY: NEW YORK STATE: NY ZIP: 10022 SC 13D/A 1 SCHEDULE 13D AMENDMENT NO. 5 SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 -------------- SCHEDULE 13D Under the Securities Exchange Act of 1934 (Amendment No. 7)1 AUTOINFO, INC. - -------------------------------------------------------------------------------- (Name of issuer) COMMON STOCK, $.01 PAR VALUE - -------------------------------------------------------------------------------- (Title of class of securities) 052777109 - -------------------------------------------------------------------------------- (CUSIP number) STEVEN WOLOSKY, ESQUIRE OLSHAN GRUNDMAN FROME & ROSENZWEIG LLP 505 Park Avenue New York, New York 10022 (212) 753-7200 - -------------------------------------------------------------------------------- (Name, address and telephone number of person authorized to receive notices and communications) May 7, 1997 - -------------------------------------------------------------------------------- (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 / /. 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). - ------------------------- ---------------------------------- CUSIP No. 052777109 13D Page 2 of 9 Pages - ------------------------- ---------------------------------- ================================================================================ 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 1,133,500 OWNED BY EACH REPORTING PERSON WITH ------------------------------------------------------------------- 8 SHARED VOTING POWER -0- ------------------------------------------------------------------- 9 SOLE DISPOSITIVE POWER 1,133,500 ------------------------------------------------------------------- 10 SHARED DISPOSITIVE POWER -0- - ------------------------------------------------------------------------------- 11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 1,133,500 - ------------------------------------------------------------------------------- 12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES* / / - ------------------------------------------------------------------------------- 13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 14.1% - ------------------------------------------------------------------------------- 14 TYPE OF REPORTING PERSON* PN =============================================================================== *SEE INSTRUCTIONS BEFORE FILLING OUT! - ------------------------- ---------------------------------- CUSIP No. 052777109 13D Page 3 of 9 Pages - ------------------------- ---------------------------------- =============================================================================== 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* OO - ------------------------------------------------------------------------------- 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 1,133,600 OWNED BY EACH REPORTING PERSON WITH ------------------------------------------------------------------- 8 SHARED VOTING POWER -0- ------------------------------------------------------------------- 9 SOLE DISPOSITIVE POWER 1,133,600 ------------------------------------------------------------------- 10 SHARED DISPOSITIVE POWER -0- - ------------------------------------------------------------------------------- 11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 1,133,600 - ------------------------------------------------------------------------------- 12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES* / / - ------------------------------------------------------------------------------- 13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 14.1% - ------------------------------------------------------------------------------- 14 TYPE OF REPORTING PERSON* IN ================================================================================ *SEE INSTRUCTIONS BEFORE FILLING OUT! - ----------------------- ------------------------------------ CUSIP No. 052777109 13D Page 4 of 9 Pages - ----------------------- ------------------------------------ This constitutes Amendment No. 7 ("Amendment No. 7") to the Schedule 13D filed by the undersigned on February 17, 1995, as amended (the "Schedule 13D"). This Amendment No. 7 amends or supplements the Schedule 13D as specifically set forth. Item 2 is amended to read in its entirety as follows: Item 2. Identity and Background. ------------------------ (a) This Statement is filed by Steel Partners II, L.P., a Delaware limited partnership ("Steel Partners II") and Warren G. Lichtenstein. Steel Partners, L.L.C., a Delaware limited liability company ("Partners LLC") is the general partner of Steel Partners II. The sole executive officer and managing member of Partners LLC is Warren Lichtenstein, who is Chairman of the Board, Chief Executive Officer and Secretary. Each of the foregoing are referred to as a "Reporting Person" and collectively as the "Reporting Persons". By virtue of his position with Steel Partners II, Mr. Lichtenstein has the power to vote and dispose of the Issuer's Shares owned by Steel Partners II. Accordingly, the Reporting Persons are hereby filing a joint Schedule 13D. (b) The principal business address of each Reporting Person is 750 Lexington Avenue, 27th Floor, New York, New York 10022. (c) The principal business of Steel Partners II is investing in the securities of microcap companies. The principal occupation of Mr. Lichtenstein is investing in securities of microcap companies. (d) No Reporting Person has, during the last five years, been convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors). (e) No Reporting Person has, during the last five years, been party to a civil proceeding of a judicial or administrative body of competent jurisdiction and as a result of such proceeding 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) Mr. Lichtenstein is a citizen of the United States of America. - ----------------------- ------------------------------------ CUSIP No. 052777109 13D Page 5 of 9 Pages - ----------------------- ------------------------------------ Item 3 is amended to read in its entirety as follows: Item 3. Source and Amount of Funds or Other Consideration. -------------------------------------------------- The aggregate purchase price of the 1,133,500 Shares owned by Steel Partners II is $3,927,907. The Shares owned by Steel Partners II were acquired with partnership funds. The aggregate purchase price for the 100 Shares owned by Warren Lichtenstein is $363.00. The Shares owned by Mr. Lichtenstein were acquired with his personal funds. Item 4 is supplemented to read as follows: Item 4. Purpose of Transaction. ----------------------- On May 7, 1997, Warren Lichtenstein, on behalf of Steel Partners II, sent the letter attached hereto as Exhibit F to Andrew Gaspar, Chairman of the Board of Directors of the Issuer. Items 5(a), (b) and (d) are amended to read in their entirety as follows: Item 5. Interest in Securities of the Issuer. ------------------------------------- (a) The aggregate percentage of Shares of Common Stock reported owned by each person named herein is based upon 8,018,752 Shares outstanding, which is the total number of Shares of Common Stock outstanding as reported in the Issuer's Form 10-K for the twelve months ended December 31, 1996. As of the close of business on May 9, Steel Partners II beneficially owns 1,133,500 Shares of Common Stock, constituting approximately 14.1% of the Shares outstanding. Mr. Lichtenstein beneficially owns 1,133,600 Shares, representing approximately 14.1% of the Shares outstanding, by virtue of his authority to vote and dispose of the 1,133,500 Shares owned by Steel Partners II. (b) By virtue of his position with Steel Partners II, Mr. Lichtenstein has the sole power to vote and dispose of the Shares reported in the Schedule 13D. (d) No person other than the Reporting Persons is known to have the right to receive, or the power to direct the receipt of dividends from, or to the proceeds from, the sale of such Shares of Common Stock. Item 7 is supplemented to read as follows: Item 7. Material to be filed as Exhibits. --------------------------------- Exhibit F - Letter from Warren Lichtenstein to Andrew Gaspar, Chairman of the Board of Directors of the Issuer, dated May 6, 1997. - ------------------------- ---------------------------------- CUSIP No. 052777109 13D Page 6 of 9 Pages - ------------------------- ---------------------------------- 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 9, 1997 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 - ------------------------- ---------------------------------- CUSIP No. 052777109 13D Page 7 of 9 Pages - ------------------------- ---------------------------------- 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 Board of Directors of the Issuer, dated September 16, 1996. F Letter from Warren Lichtenstein to Andrew 8 Gaspar, Chairman of the Board of Directors of the Issuer, dated May 6, 1997. EX-99.1 2 LETTER STEEL PARTNERS, L.L.C. 750 LEXINGTON AVENUE - 27TH FLOOR NEW YORK, NEW YORK 10022 -------- TEL (212) 446-5216 FAX (212) 446-5290 EXHIBIT F By Facsimile & Mail - ------------------- May 6, 1997 Mr. Andrew Gaspar Chairman of the Board AutoInfo, Inc. 1600 Route 208 Fair Lawn, NJ 07410 Dear Andy: As you know, Steel Partners II, L.P., ("Steel"), owns approximately 14% of the outstanding common stock of AutoInfo, Inc. ("AutoInfo" or "the Company"), and has been the largest shareholder of AutoInfo for several years now. During this time, we have patiently waited for your new business strategy to come to fruition and to create value for all the shareholders. Unfortunately, the stock price has fallen to less than $1.50 per share, (40% of its stock price 4 months ago, and close to its all time low) or approximately 5 times 1997 forecasted earnings. At the time of your decision to enter into the sub-par auto finance business, we strongly voiced our concerns to you regarding the prospects of this industry. In particular, we felt that the business was labor and capital intensive and that it required extensive industry expertise to succeed. In December 1995, the Company, against our better judgment, proceeded with an investment in the industry with its acquisition of Falk Finance Company. Within 13 months of making this investment, AutoInfo has written off approximately $20 million of goodwill and additional credit losses on its portfolio of automobile receivables associated with the Falk acquisition. Additionally, the Company recorded a provision for credit losses of approximately $5 million in connection with the Falk Purchase Agreement and terminated its relationship with Falk Finance. At $1.38 per share, we believe the Company is significantly undervalued and is trading at a substantial discount to its intrinsic value. We reached this conclusion after spending considerable time discussing the industry with research analysts and conducting a thorough analysis of the earnings power of the business, comparable company market multiples, and general market multiples. In light of AutoInfo's problematic foray into the sub-par auto finance business and the recent unpopularity and general unrest within the industry (caused in part by the high profile problems at Mercury Finance and others), it seems that the surest way to enhance AutoInfo's shareholder value in a timely fashion would be Mr. Andrew Gaspar AutoInfo, Inc. Page Two to hire an investment banking firm to seek a merger partner and/or sale of the Company to the highest bidder rather than continuing to pursue a disastrous business strategy. With AutoInfo's attractive balance sheet and loan receivables portfolio, we believe the shareholders would realize a price well in excess of the current market value. Due to AutoInfo's disappointing stock price, we feel it is the board's fiduciary duty and obligation to its shareholders to immediately embark on a clear-cut mission and strategy to increase the Company's value. We would like to get together with you and the board to discuss any ideas or alternative strategies you may have for increasing the overall value of the Company and to explain our reasons for believing that the Company should be put up for sale or merged as a means to achieving the highest value for all the shareholders of AutoInfo. I look forward to hearing from you shortly. Respectfully, /s/ Warren Lichtenstein - ----------------------- Warren Lichtenstein -----END PRIVACY-ENHANCED MESSAGE-----