-----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, CZZyweS77jjSIRfPJfUmZMqXzBY0lAZ6c+x322wUJ9tqE/utryPqdRK4yqY6FGS4 H0dru0um21rMrSQ9+9DWiw== 0000950117-95-000232.txt : 19950623 0000950117-95-000232.hdr.sgml : 19950623 ACCESSION NUMBER: 0000950117-95-000232 CONFORMED SUBMISSION TYPE: DFAN14A PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 19950622 SROS: NASD 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: DFAN14A SEC ACT: 1934 Act SEC FILE NUMBER: 001-11497 FILM NUMBER: 95548657 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: AUTOINFO STOCKHOLDERS COMMITTEE ET AL CENTRAL INDEX KEY: 0000943925 STANDARD INDUSTRIAL CLASSIFICATION: UNKNOWN SIC - 0000 [0000] STATE OF INCORPORATION: NY FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: DFAN14A BUSINESS ADDRESS: STREET 1: 750 LEXINGTON AVE STREET 2: 27TH FLOOR CITY: NEW YORK STATE: NY ZIP: 10022 BUSINESS PHONE: 2124465217 MAIL ADDRESS: STREET 1: C/O STEEL PARTNERS II L P STREET 2: 750 LEXINGTON AVE CITY: NEW YORK STATE: NY ZIP: 10022 DFAN14A 1 FIGHT LETTER SCHEDULE 14A INFORMATION Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. ) Filed by the Registrant [ ] Filed by a Party other than the Registrant [X] Check the appropriate box: [ ] Preliminary Proxy Statement [ ] Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) [ ] Definitive Proxy Statement [X] Definitive Additional Materials [ ] Soliciting Material Pursuant to Section 240.14a-11(c) or Section 240.14a-12 AUTOINFO, INC. ................................................................. (Name of Registrant as Specified In Its Charter) AUTOINFO STOCKHOLDERS COMMITTEE ................................................................. (Name of Person(s) Filing Proxy Statement, if other than the Registrant) Payment of Filing Fee (Check the appropriate box): [ ] $125 per Exchange Act Rules 0-11(c)(1)(ii), 14a-6(i)(1), 14a-6(i)(2) or Item 22(a)(2) of Schedule 14A. [X] $500 per each party to the controversy pursuant to Exchange Act Rule 14a-6(i)(3). [ ] Fee computed on table below per Exchange Act Rules 14a-6(i)(4) and 0-11. 1) Title of each class of securities to which transaction applies: ................................................................. 2) Aggregate number of securities to which transaction applies: ................................................................. 3) Per unit price or other underlying value of transaction computed pursuant to Exchange Act Rule 0-11 (Set forth the amount on which the filing fee is calculated and state how it was determined): ................................................................. 4) Proposed maximum aggregate value of transaction: ................................................................. 5) Total fee paid: ................................................................. [X] Fee paid previously with preliminary materials. [ ] Check box if any part of the fee is offset as provided by Exchange Act Rule 0-11(a)(2) and identify the filing for which the offsetting fee was paid previously. Identify the previous filing by registration statement number, or the Form or Schedule and the date of its filing. 1) Amount Previously Paid: ................................................................. 2) Form, Schedule or Registration Statement No.: ................................................................. 3) Filing Party: ................................................................. 4) Date Filed: ................................................................. THE AUTOINFO SHAREHOLDERS COMMITTEE 750 LEXINGTON AVENUE NEW YORK, NY 10022 June 21, 1995 DEAR FELLOW AUTOINFO SHAREHOLDER: The AutoInfo Shareholders Committee is the Company's largest shareholder, owning 1,105,400 common shares or about 14.3% of the Company. The Committee was formed in response to the Company's adoption of a 'Poison Pill' and our lack of confidence in the current Board's and management's ability to maximize shareholder value. The Committee is seeking your written consent on the enclosed WHITE consent card to: REMOVE THE CURRENT MEMBERS OF AUTOINFO'S BOARD OF DIRECTORS AND REPLACE THEM WITH THE COMMITTEE'S SIX WELL-QUALIFIED NOMINEES. amend the By-laws to provide that any acquisition by the Company where the consideration exceeds 50% of the Company's assets will be subject to approval by a majority of the Company's stockholders. If elected, the Committee's nominees would also seek to use its best efforts TO RESCIND OR OTHERWISE NULLIFY THE POISON PILL adopted by the Board on March 30 and to expand the Board to allow for representation by major stockholders. YOU SHOULD BE AWARE OF THE TACTICS YOUR BOARD HAS EMPLOYED TO DEPLETE CORPORATE ASSETS We have become extremely concerned by the following self-entrenching decisions that the Board has taken over the past several months. These include the: ISSUANCE OF STOCK OPTIONS TO SCOTT ZECHER AND WILLIAM WUNDERLICH, THE COMPANY'S CEO AND CFO, RESPECTIVELY. APPROVAL OF A NONRECOURSE, INTEREST FREE LOAN TO SCOTT ZECHER OF NEARLY $500,000 FOR USE TO PURCHASE COMPANY STOCK. ADOPTION OF LUCRATIVE 'GOLDEN PARACHUTE' SEVERANCE AGREEMENTS FOR SCOTT ZECHER AND WILLIAM WUNDERLICH. ADOPTION OF A 'POISON PILL' SHAREHOLDERS' RIGHTS PLAN WHICH PREVENTS ANY SHAREHOLDER FROM ACQUIRING MORE THAN 15% OF THE COMPANY WITHOUT APPROVAL FROM THE BOARD. FILING OF A FRIVOLOUS LAWSUIT AGAINST THE COMPANY'S TWO LARGEST SHAREHOLDERS, EACH OF WHICH OWN APPROXIMATELY 15% OF THE COMPANY'S STOCK, A CLEAR WASTE OF CORPORATE ASSETS DESIGNED ONLY TO FURTHER ENTRENCH MANAGEMENT. In our view, by these actions management has sought to insulate itself from independent stockholder action, including attempts by stockholders to maximize stockholder value. MANAGEMENT HAS NO CLEAR STRATEGY FOR ITS ONLY SIGNIFICANT ASSET As you know, the Company received approximately $29,000,000 in cash and net proceeds from the ADP sale. BASED UPON THEIR PAST PERFORMANCE, WE HAVE NO CONFIDENCE IN THE CURRENT MANAGEMENT'S ABILITY TO PROFITABLY INVEST THIS CASH -- WHICH IS THE COMPANY'S PRINCIPAL ASSET. Further, management appears to have no clear strategy for its use: to our knowledge, they have neither identified any specific businesses or industries for possible investment, nor have they made any commitments to submit any proposed transactions for approval by stockholders. OUR GOAL IS TO MAXIMIZE THE VALUE OF YOUR AUTOINFO INVESTMENT Our shareholder group is committed to providing AutoInfo shareholders with a chance to determine if your current Board or the Committee's nominees should have an opportunity to maximize the Company's assets. We invite you to read our enclosed consent statement carefully, which contains further details about the reasons for our solicitation and the backgrounds of our nominees. OUR SLATE HAS SUBSTANTIAL EXPERIENCE IN FINANCE, BANKING, OPERATIONS, MANUFACTURING AND SERVICE BUSINESSES. BASED ON OUR RECORDS OF SUCCESS AND ACHIEVEMENT, WE BELIEVE WE ARE HIGHLY QUALIFIED TO PROMPTLY PURSUE ALTERNATIVES DESIGNED TO MAXIMIZE STOCKHOLDER VALUE. VOTE YOUR WHITE CONSENT CARD TODAY Please mark, sign, date and mail the Committee's WHITE consent card in the enclosed postage-paid envelope provided. If you have questions or comments, please call the Committee directly at (212) 446-5217 or call MacKenzie Partners, Inc., which is assisting the Committee with this transaction, toll-free at (800) 322-2885. We would be pleased to discuss our slate and plans for the Company with you or to assist you in making sure your consent is received. We appreciate your consideration of our slate and plans for AutoInfo, Inc. Sincerely, WARREN LICHTENSTEIN WARREN LICHTENSTEIN If you have questions or need assistance in giving your consent please contact: MACKENZIE PARTNERS, INC. 156 Fifth Avenue New York, New York 10010 (212) 929-5500 (call collect) or CALL TOLL-FREE (800) 322-2885 -----END PRIVACY-ENHANCED MESSAGE-----