-----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, JgiKE2JpBVqEpoQw08eNIyyykzxaMZDaD1DhjqoMUBPaMYA+e5uosdibl4bKqM2h nx9A15fmnwNYGEuzKti8yw== 0000950123-95-002571.txt : 19950908 0000950123-95-002571.hdr.sgml : 19950908 ACCESSION NUMBER: 0000950123-95-002571 CONFORMED SUBMISSION TYPE: SC 13D/A PUBLIC DOCUMENT COUNT: 2 FILED AS OF DATE: 19950907 SROS: NONE SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: AUTOFINANCE GROUP INC /CA/ CENTRAL INDEX KEY: 0000357078 STANDARD INDUSTRIAL CLASSIFICATION: PERSONAL CREDIT INSTITUTIONS [6141] IRS NUMBER: 930779312 STATE OF INCORPORATION: CA FISCAL YEAR END: 0630 FILING VALUES: FORM TYPE: SC 13D/A SEC ACT: 1934 Act SEC FILE NUMBER: 005-33900 FILM NUMBER: 95570730 BUSINESS ADDRESS: STREET 1: OAKMONT CIRCLE I STREET 2: 601 OAKMONT LN SUITE 110 CITY: WESTMONT STATE: IL ZIP: 60559 BUSINESS PHONE: 7086657100 MAIL ADDRESS: STREET 1: OAKMONT CIRCLE 1 STREET 2: 601 OAKMONT LANE SUITE 110 CITY: WESTMONT STATE: IL ZIP: 60559 FORMER COMPANY: FORMER CONFORMED NAME: VITALMETRICS INC DATE OF NAME CHANGE: 19900903 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: SOROS GEORGE CENTRAL INDEX KEY: 0000900203 STANDARD INDUSTRIAL CLASSIFICATION: UNKNOWN SIC - 0000 [0000] STATE OF INCORPORATION: NY FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D/A BUSINESS ADDRESS: STREET 1: 888 SEVENTH AVENUE STREET 2: 33RD FLOOR CITY: NEW YORK STATE: NY ZIP: 10106 BUSINESS PHONE: 212-262--6 MAIL ADDRESS: STREET 1: 888 SEVENTH AVE STREET 2: 33RD FLR CITY: NEW YORK STATE: NY ZIP: 10106 SC 13D/A 1 AMENDMENT NO. 4 TO SCHEDULE 13D 1 UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE 13D Under the Securities Exchange Act of 1934 (Amendment No. 4)* AutoFinance Group, Inc. ---------------------------------------------------------------- (Name of Issuer) Common Stock ---------------------------------------------------------------- (Title of Class of Securities) 052774106 ----------------------------- (CUSIP Number) Stephen M. Vine, Esq. Akin, Gump, Strauss, Hauer & Feld, L.L.P. 399 Park Avenue New York, NY 10022 (212) 872-1000 ----------------------------------------------------------------- (Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications) September 6, 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 / /. Check the following box if a fee is being paid with the statement / /. (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 disclosure 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). Continued on following page(s) Page 1 of 14 Pages Exhibit Index: Page 12 2 SCHEDULE 13D CUSIP NO. 052774106 PAGE 2 OF 14 PAGES 1 Name of Reporting Person S.S. or I.R.S. Identification No. of Above Person GEORGE SOROS (in his capacity as the sole proprietor of Soros Fund Management) 2 Check the Appropriate Box If a Member of a Group* a. / / b. /x/ 3 SEC Use Only 4 Source of Funds* NA 5 Check Box If Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e) / / 6 Citizenship or Place of Organization UNITED STATES 7 Sole Voting Power Number of 0 Shares Beneficially 8 Shared Voting Power Owned By 1,949,933 Each Reporting 9 Sole Dispositive Power Person 1,949,933 With 10 Shared Dispositive Power 0 11 Aggregate Amount Beneficially Owned by Each Reporting Person 1,949,933 12 Check Box If the Aggregate Amount in Row (11) Excludes Certain Shares* / / 13 Percent of Class Represented By Amount in Row (11) 10.28% 14 Type of Reporting Person* IN; IA 3 Page 3 ITEM 1. SECURITY AND ISSUER. This Amendment No. 4 to Schedule 13D relates to shares of common stock, no par value (the "Shares"), of AutoFinance Group, Inc. (the "Issuer"). The address of the principal executive office of the Issuer is 601 Oakmont Lane, Westmont, Illinois 60559- 5549. This Amendment No. 4 further amends the initial statement on Schedule 13D dated December 7, 1990 (the "Initial Statement") and all prior amendments thereto and is being filed to report that Quantum Partners (as defined herein) and the Issuer have executed a Termination Agreement dated as of September 6, 1995 between Quantum Partners and the Issuer (the "Termination Agreement"), a copy of which is attached hereto as Exhibit E and incorporated herein by reference, pursuant to which Quantum Partners has agreed to release the Issuer from the obligation, under certain conditions, to ensure the election to the Issuer's Board of Directors of a nominee of Quantum Partners. This Amendment No. 4 amends, restates and replaces all previous filings on Schedule 13D as it is the first amendment to be filed on EDGAR. ITEM 2. IDENTITY AND BACKGROUND. This statement relates to Shares held for the account of Quantum Partners LDC, a Cayman Islands exempted limited duration company ("Quantum Partners"), and is being filed on behalf of George Soros ("Mr. Soros"), in his capacity as the sole proprietor of an investment advisory firm conducting business under the name Soros Fund Management ("SFM"). The Initial Statement on Schedule 13D and Amendment No. 1 thereto were filed on behalf of both Quantum Fund N.V. ("Quantum Fund") and Mr. Soros. As of August 1, 1993, Quantum Fund's position in the Issuer was transferred to its newly formed operating subsidiary, Quantum Partners. Effective as of that date, the investment advisory contract between Quantum Fund and SFM, pursuant to which Quantum Fund granted investment discretion to SFM, was amended to include Quantum Partners as a discretionary account client of SFM (the "SFM Contract"). As a consequence of the transfer of the Shares from Quantum Fund to Quantum Partners, Quantum Fund ceased to be a reporting person. The principal office of both Quantum Partners and Quantum Fund is at Kaya Flamboyan 9, Curacao, Netherlands Antilles. SFM is a sole proprietorship of which Mr. Soros is the sole proprietor. It has its principal office at 888 Seventh Avenue, 33rd Floor, New York, New York 10106. Its sole business is to serve, pursuant to contract, as the principal investment manager or asset manager to several foreign investment companies, including Quantum Partners. SFM's contracts with its clients generally provide that SFM is responsible for designing and implementing the client's overall investment strategy; for conducting direct portfolio management strategies to the extent SFM determines that it is appropriate to utilize its own portfolio management capabilities; for selecting, evaluating and monitoring other investment advisers who manage separate portfolios on behalf of the client; and for allocating and re-allocating the client's assets among them and itself. The principal occupation of Mr. Soros, a U.S. citizen, is his direction of the activities of SFM, which is carried out in his capacity as the sole proprietor of SFM at SFM's principal office. Information concerning the identity and background of the Managing Directors of SFM is set forth in Annex A hereto, which is incorporated by reference in response to this Item 2. 4 Page 4 Pursuant to regulations promulgated under Section 13(d) of the Securities Exchange Act of 1934, as amended (the "1934 Act"), Mr. Soros (as the sole proprietor and the person ultimately in control of SFM) may be deemed a "beneficial owner" of securities, including Shares, held for the account of Quantum Partners as a result of the contractual authority of SFM to exercise investment discretion with respect to such securities. During the past five years, none of Quantum Partners, Quantum Fund, Mr. Soros and any other person whose identity must be disclosed pursuant to this Item 2 has been (a) convicted in a criminal proceeding, or (b) a party to any civil proceeding as a result of which he has been 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. ITEM 3. SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION. Quantum Fund expended $5,000,000 to purchase 1,674,933 Shares pursuant to a letter agreement (the "Purchase Agreement") dated as of November 28, 1990 between the Issuer and Quantum Fund, a copy of which is attached as Exhibit D to the Initial Statement and incorporated herein by reference. The Shares held by Quantum Partners may be held through margin accounts maintained for Quantum Partners with Arnhold and S. Bleichroeder, Inc. or other brokers, which extend margin credit to each party as and when required to open or carry positions in their respective margin accounts, subject to applicable Federal margin regulations, stock exchange rules and such firm's credit policies. The positions held in the margin accounts, including the Shares, are pledged as collateral security for the repayment of debit balances in the respective accounts. ITEM 4. PURPOSE OF TRANSACTION. On March 20, 1995, the Issuer, KeyCorp, an Ohio corporation, and KeyCorp Finance Inc. ("Finance"), an Ohio corporation and wholly owned subsidiary of KeyCorp, executed an Agreement of Merger (the "Merger Agreement") providing for the Issuer to merge with and into Finance (the "Merger"). The consummation of the Merger is conditioned upon, among other things, the approval and adoption of the Merger Agreement by the stockholders of the Issuer. Pursuant to a Voting Agreement and Irrevocable Proxy dated as of March 20, 1995 (the "Voting Agreement"), among Quantum Partners and KeyCorp, with Frank Borman and A.E. Steinhaus as proxies, Quantum Partners has agreed with KeyCorp to, among other things, vote the Shares beneficially owned by Quantum Partners in favor of the Merger Agreement. A copy of the Voting Agreement is attached as Exhibit G to Amendment No. 2 to the Initial Statement and is incorporated herein by reference. Quantum Partners executed the Voting Agreement in order to induce KeyCorp to enter into the Merger Agreement. Concurrent with the execution by Quantum Partners of the Voting Agreement, certain other shareholders of the Issuer (the "Other Shareholders") individually executed similar voting agreements with KeyCorp pursuant to which such Other Shareholders also agreed to vote the Shares owned by them in favor of the Merger Agreement. A list of the Other Shareholders who, to the knowledge of Quantum Partners, have executed a similar voting agreement is attached hereto as Annex B and incorporated herein by reference. 5 Page 5 As a result of the provisions of the Voting Agreement and the individual voting agreements with KeyCorp of the Other Shareholders, Quantum Partners and the Other Shareholders may be deemed to constitute a "group" within the meaning of Rule 13d-5 under the Securities Exchange Act of 1934, as amended (the "Exchange Act"). Pursuant to Rule 13d-4, the filing of this statement shall not be construed as an admission that either Quantum Partners or Mr. Soros is, for the purpose of Section 13(d) or 13(g) of the Exchange Act (or pursuant to Rule 16a-1(a)(1) thereunder), the beneficial owner of any Shares held by other members of any such group. Pursuant to the Purchase Agreement, the Issuer was obligated to use its best efforts to cause up to two persons designated by Quantum Fund and its transferees, to be elected to the Board of Directors of the Issuer. At the time of the Purchase Agreement and as a result of the Shares acquired by Quantum Fund pursuant to the Purchase Agreement, Quantum Fund owned in excess of 20% of the Issuer's then outstanding Shares. The Purchase Agreement provided that Quantum would be entitled to nominate only one member of the Board of Directors should its ownership percentage drop below 15%, and Quantum Partners would lose its right to nominate any directors should its ownership percentage fall below 8%. Although Quantum Partners currently owns in excess of 8% of the outstanding Shares, it has agreed, in connection with the consummation of the Merger and pursuant to the terms of the Termination Agreement, to relinquish its rights under the Purchase Agreement with respect to the nomination and election of directors upon consummation of the Merger. Except as disclosed in Item 4, 5 or 6, neither Quantum Partners nor Mr. Soros has any current plans or proposals which relate to or would result in any of the events described in Items (a) through (j) of the instructions to Item 4 of Schedule 13D. ITEM 5. INTEREST IN SECURITIES OF THE ISSUER. (a) Mr. Soros may be deemed to own beneficially the 1,949,933 Shares (approximately 10.28% of the total number of Shares outstanding) held by Quantum Partners by reason of the SFM Contract. Stanley F. Druckenmiller, a Managing Director of SFM, also serves as President and Chairman of the Board of Directors of Priority Investment Management Inc. ("Priority"), a registered investment adviser. Accounts of investment advisory clients over which Priority exercises investment discretion hold 562,500 Shares (approximately 2.97% of the total number of Shares outstanding). By reason of his position with Priority, Mr. Druckenmiller may be deemed to be the beneficial owner, for purposes of Rule 13d-3 under the 1934 Act, of all such Shares. Mr. Soros expressly disclaims beneficial ownership of any Shares not held directly by Quantum Partners. (b) Mr. Soros may be deemed to have sole power to dispose of the Shares held for the account of Quantum Partners by reason of the SFM Contract. Pursuant to the terms of the Voting Agreement, Mr. Soros may be deemed to share power to vote the Shares held for the account of Quantum Partners with KeyCorp. (c) There have been no transactions in the Shares effected since July 28, 1995 (the date of the most recent filing on Schedule 13D). (d) The shareholders of Quantum Partners have the right to participate in the receipt of dividends from, or proceeds for the sale of, the Shares held for the account of Quantum Partners. 6 Page 6 (e) Not Applicable. ITEM 6. CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR RELATIONSHIPS WITH RESPECT TO SECURITIES OF THE ISSUER. The Voting Agreement provides that Quantum Partners will vote, or cause to be voted, the Shares owned by Quantum Partners (i) in favor of the adoption of the Merger Agreement and the approval of the Merger, (ii) against the approval of any proposal relating to a competing merger or business combination involving an acquisition of all or a substantial portion of the Shares, the assets of the Issuer, or the assets or stock of any subsidiary of the Issuer by any person or entity other than KeyCorp or an affiliate of KeyCorp, and (iii) against any transaction which is inconsistent with the obligation of the Issuer to consummate the Merger in accordance with the Merger Agreement. Pursuant to the Voting Agreement, Quantum Partners irrevocably granted a proxy, for and in its name, place and stead, to vote its Shares in accordance with the terms of the Voting Agreement. The Voting Agreement also provides that Quantum Partners will not, except as contemplated by the terms of the Voting Agreement, sell or otherwise voluntarily dispose of any of its Shares or take any voluntary action which would have the effect of removing Quantum Partners' power to vote its Shares or which would be inconsistent with the Voting Agreement. On July 25, 1995 Quantum Partners signed a letter agreement (the "Letter Agreement") in favor of KeyCorp which provides, among other things, that Quantum Partners "will not sell, exchange or otherwise dispose of any KeyCorp Common Stock received in the Merger for at least one year after the Effective Time of the Merger, except for fractional shares converted into cash." In addition, the Letter Agreement provides that the covenant takes into account the Shares of the Issuer held by Quantum Partners as well as the shares of common stock of KeyCorp, if any, which are held by Quantum Partners prior to or subsequent to the Merger. A copy of the Letter Agreement is attached as Exhibit H to Amendment No. 3 to the Initial Statement and incorporated herein by reference. ITEM 7. MATERIAL TO BE FILED AS EXHIBITS. (a) Letter Agreement, dated November 28, 1990 between AutoFinance Group, Inc. and Quantum Fund N.V. (filed as Exhibit D to the Initial Statement and incorporated herein by reference). (b) Power of Attorney, dated December 11, 1991, granted by Mr. George Soros in favor of Mr. Sean C. Warren (filed as Exhibit F to Amendment No. 1 to the Initial Statement and incorporated herein by reference). (c) Voting Agreement and Irrevocable Proxy, dated as of March 20, 1995, among KeyCorp and Quantum Partners LDC, with Frank Borman and A.E. Steinhaus as proxies (filed as Exhibit G to Amendment No. 2 to the Initial Statement and incorporated herein by reference). (d) Letter Agreement, dated as of July 25, 1995, among KeyCorp and Quantum Partners LDC (filed as Exhibit H to Amendment No. 3 to the Initial Statement and incorporated herein by reference). 7 Page 7 (e) Termination Agreement, dated as of September 6, 1995 among Quantum Partners LDC and AutoFinance Group, Inc. 8 Page 8 SIGNATURE After reasonable inquiry and to the best of my knowledge and belief, the undersigned certifies that the information set forth in this statement is true, complete and correct. Date: September 6, 1995 GEORGE SOROS By: /s/ Sean C. Warren ------------------------------------- Sean C. Warren Attorney-in-Fact 9 Page 9 ANNEX A The following is a list of all of the persons who serve as Managing Directors of Soros Fund Management ("SFM"): Scott K. H. Bessent Walter Burlock Stanley Druckenmiller Arminio Fraga Gary Gladstein Robert K. Jermain Donald H. Krueger Elizabeth Larson Jay Misra Gabriel S. Nechamkin Steven Okin Dale Precoda Lief D. Rosenblatt Mark D. Sonnino Sean C. Warren Each of the above-listed persons is a United States citizen whose principal occupation is serving as Managing Director of SFM, and each has a business address c/o Soros Fund Management, 888 Seventh Avenue, New York, New York 10106. During the past five years, none of the above-listed persons has been (i) convicted in a criminal proceeding, or (ii) a party to any civil proceeding as a result of which any such persons has been 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 violations with respect to such laws. 10 Page 10 ANNEX B INFORMATION RELATING TO SHAREHOLDERS WHO ARE PARTIES TO VOTING AGREEMENTS AND IRREVOCABLE PROXIES The following is a list of the shareholders (the "Shareholders") of AutoFinance Group, Inc., other than Quantum Partners LDC, who the Reporting Person has been informed are parties to Voting Agreements and Irrevocable Proxies, dated as of March 20, 1995, among each of the Shareholders, KeyCorp and Frank Borman and A.E. Steinhaus, as proxies. Name and Occupation Business Address - ------------------- ---------------- Bernard Marcus 2727 Paces Ferry Road Chairman and Chief Executive Officer Atlanta, GA 30339 The Home Depot, Inc. Arthur Black 2727 Paces Ferry Road President and Chief Atlanta, GA 30339 Operating Officer The Home Depot, Inc. Stephen Levin 350 Royal Poincina Plaza The ERIM Corporation Suite 322B Palm Beach, FL 33480 Arthur Calcagnini 20 Exchange Place Chairman and Chief New York, NY 10005 Executive Officer Lombard & Co., Inc. W. Robert Lappin 231 Bradley Place Chairman and President Palm Beach, Fl 33480 Lappin Communications, Inc. Peter S. Gold 2029 Century Park East Private Investor Los Angeles, CA 90067 Gary Erlbaum 44 West Lancaster Avenue President Suite 110 Green Tree Properties Corporation Ardmore, PA 19003 Kenneth G. Langone 375 Park Avenue Chairman, President and Suite 2205 Managing Director New York, NY 10152 Invemed Associates, Inc. 11 Page 11 Robert A. Day c/o Oakmont Corporation Chairman and Chief Attn: Steven D. Holzman Executive Officer 865 S. Figueroa Street Trust Company of the West Los Angeles, CA 31500 12 Page 12 INDEX OF EXHIBITS
EXHIBIT PAGE - ------- ---- (e) Termination Agreement, dated as of September 6, 1995 among Quantum Partners LDC and AutoFinance Group, Inc.
EX-99.E 2 TERMINATION AGREEMENT DATED SEPTEMBER 6, 1995 1 Page 13 EXHIBIT E TERMINATION AGREEMENT THIS TERMINATION AGREEMENT (the "Agreement") is made and entered into this 6th day of September, 1995, by and between AutoFinance Group, Inc. ("AFG") and Quantum Partners LDC ("Quantum") with reference to the following: WHEREAS, AFG and Quantum Fund N.V. ("QFNV") are parties to that certain Letter Agreement dated November 28, 1990 (the "Letter Agreement"), which grants QFNV certain registration rights and the right, under certain circumstances, to designate up to two persons for election to AFG's Board of Directors; WHEREAS, the position of QFNV in AFG Common Stock has been transferred to its subsidiary, Quantum. WHEREAS, termination of the Letter Agreement is a condition to the obligation of KeyCorp to effect the merger of AFG with and into a wholly-owned subsidiary of KeyCorp pursuant to that certain Merger Agreement dated March 20, 1995 by and among KeyCorp, Key Auto Inc. (formerly known as KeyCorp Finance, Inc.) and AFG (the "Merger Agreement"); and WHEREAS, the parties desire to terminate the Letter Agreement. NOW, THEREFORE, for good and valuable consideration, the sufficiency of which is hereby acknowledged, intending to be legally bound the parties hereby agree as follows. (i) The Letter Agreement shall be terminated effective as of the Closing Date (as that term is defined in the Merger Agreement) and, at such time, neither AFG, Quantum nor QFNV shall have any rights or obligations under or pursuant to the Letter Agreement. (ii) This Termination Agreement may be executed in any number of counterparts, each of which shall be deemed an original, but together shall constitute one and the same instrument. 2 Page 14 IN WITNESS WHEREOF, the undersigned have caused this Termination Agreement to be duly executed as of the date first written above. AUTOFINANCE GROUP, INC. By: /s/ A.E. Steinhaus ------------------------------------- Name: A.E. Steinhaus Title: Chief Executive Officer QUANTUM PARTNERS LDC By: /s/ Sean C. Warren ------------------------------------- Name: Sean C. Warren Title: Attorney In Fact -----END PRIVACY-ENHANCED MESSAGE-----