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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 1)
Onyx Acceptance Corporation
COMMON STOCK, par value $0.01
682914106
Pamela B. Johnson, Esq., P. O. Box 5041, Thousand Oaks, CA 91359
(818) 597-3754
11/2/99
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CUSIP NO. 682914106 13D OMB Number: 3235-0145
1. Name of Reporting Person
S.S. or I.R.S. Identification No. of Above Person
Lincolnshire Associates, Ltd.
2. Check the Appropriate Box if a Member of a Group (a) / /
(b) /X/
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
Texas
7. Sole Voting Power
-0-
Number of Shares
8. Shared Voting Power
Beneficially
90,000
Owned by Each
9. Sole Dispositive Power
Reporting Person
-0-
With
10. Shared Dispositive Power
90,000
11. Aggregate Amount Beneficially Owned by Each Reporting Person
90,000
12. Check Box if the Aggregate Amount in Row 11
Excludes Certain Shares / /
13. Percent of Class Represented by Amount in Row 11
1.46%
14. Type of Reporting Person
PN
2
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CUSIP NO. 682914106 13D OMB Number: 3235-0145
1. Name of Reporting Person
S.S. or I.R.S. Identification No. of Above Person
Portshire Corp.
2. Check the Appropriate Box if a Member of a Group (a) / /
(b) /X/
3. SEC Use Only
4. Source of Funds
AF
5. Check Box if Disclosure of Legal Proceedings is Required
Pursuant to Items 2(d) or 2(e) / /
6. Citizenship or Place of Organization
Texas
7. Sole Voting Power
-0-
Number of Shares
8. Shared Voting Power
Beneficially
90,000
Owned by Each
9. Sole Dispositive Power
Reporting Person
-0-
With
10. Shared Dispositive Power
90,000
11. Aggregate Amount Beneficially Owned by Each Reporting Person
90,000
12. Check Box if the Aggregate Amount in Row 11
Excludes Certain Shares / /
13. Percent of Class Represented by Amount in Row 11
1.46%
14. Type of Reporting Person
CO
2
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CUSIP NO. 682914106 13D OMB Number: 3235-0145
1. Name of Reporting Person
S.S. or I.R.S. Identification No. of Above Person
Edmundson International, Inc.
2. Check the Appropriate Box if a Member of a Group (a) / /
(b) /X/
3. SEC Use Only
4. Source of Funds
AF
5. Check Box if Disclosure of Legal Proceedings is Required
Pursuant to Items 2(d) or 2(e) / /
6. Citizenship or Place of Organization
California
7. Sole Voting Power
-0-
Number of Shares
8. Shared Voting Power
Beneficially
90,000
Owned by Each
9. Sole Dispositive Power
Reporting Person
-0-
With
10. Shared Dispositive Power
90,000
11. Aggregate Amount Beneficially Owned by Each Reporting Person
90,000
12. Check Box if the Aggregate Amount in Row 11
Excludes Certain Shares / /
13. Percent of Class Represented by Amount in Row 11
1.46%
14. Type of Reporting Person
CO
2
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CUSIP NO. 682914106 13D OMB Number: 3235-0145
1. Name of Reporting Person
S.S. or I.R.S. Identification No. of Above Person
Consolidated Electrical Distributors, Inc.
2. Check the Appropriate Box if a Member of a Group (a) / /
(b) /X/
3. SEC Use Only
4. Source of Funds
AF
5. Check Box if Disclosure of Legal Proceedings is Required
Pursuant to Items 2(d) or 2(e) / /
6. Citizenship or Place of Organization
Delaware
7. Sole Voting Power
-0-
Number of Shares
8. Shared Voting Power
Beneficially
90,000
Owned by Each
9. Sole Dispositive Power
Reporting Person
-0-
With
10. Shared Dispositive Power
90,000
11. Aggregate Amount Beneficially Owned by Each Reporting Person
90,000
12. Check Box if the Aggregate Amount in Row 11
Excludes Certain Shares / /
13. Percent of Class Represented by Amount in Row 11
1.46%
14. Type of Reporting Person
CO
2
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CUSIP NO. 682914106 13D OMB Number: 3235-0145
1. Name of Reporting Person
S.S. or I.R.S. Identification No. of Above Person
Employees' Retirement Plan of Consolidated Electrical Distributors, Inc.
2. Check the Appropriate Box if a Member of a Group (a) / /
(b) /X/
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
California
7. Sole Voting Power
336,700
Number of Shares
8. Shared Voting Power
Beneficially
-0-
Owned by Each
9. Sole Dispositive Power
Reporting Person
336,700
With
10. Shared Dispositive Power
-0-
11. Aggregate Amount Beneficially Owned by Each Reporting Person
336,700
12. Check Box if the Aggregate Amount in Row 11
Excludes Certain Shares / /
13. Percent of Class Represented by Amount in Row 11
5.45%
14. Type of Reporting Person
EP
2
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CUSIP NO. 682914106 13D OMB Number: 3235-0145
1. Name of Reporting Person
S.S. or I.R.S. Identification No. of Above Person
Galashiels Fund, Ltd.
2. Check the Appropriate Box if a Member of a Group (a) / /
(b) /X/
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
Illinois
7. Sole Voting Power
40,000
Number of Shares
8. Shared Voting Power
Beneficially
-0-
Owned by Each
9. Sole Dispositive Power
Reporting Person
40,000
With
10. Shared Dispositive Power
-0-
11. Aggregate Amount Beneficially Owned by Each Reporting Person
40,000
12. Check Box if the Aggregate Amount in Row 11
Excludes Certain Shares / /
13. Percent of Class Represented by Amount in Row 11
.6.5%
14. Type of Reporting Person
CO
2
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CUSIP NO. 682914106 13D OMB Number: 3235-0145
1. Name of Reporting Person
S.S. or I.R.S. Identification No. of Above Person
Keith W. Colburn Retirement Plan
2. Check the Appropriate Box if a Member of a Group (a) / /
(b) /X/
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
Illinois
7. Sole Voting Power
-0-
Number of Shares
8. Shared Voting Power
Beneficially
4,500
Owned by Each
9. Sole Dispositive Power
Reporting Person
-0-
With
10. Shared Dispositive Power
4,500
11. Aggregate Amount Beneficially Owned by Each Reporting Person
4,500
12. Check Box if the Aggregate Amount in Row 11
Excludes Certain Shares / /
13. Percent of Class Represented by Amount in Row 11
.07%
14. Type of Reporting Person
EP
2
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1. Name of Reporting Person
S.S. or I.R.S. Identification No. of Above Person
Keith W. Colburn Trust
2. Check the Appropriate Box if a Member of a Group (a) / /
(b) /X/
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
Illinois
7. Sole Voting Power
-0-
Number of Shares
8. Shared Voting Power
Beneficially
4,500
Owned by Each
9. Sole Dispositive Power
Reporting Person
-0-
With
10. Shared Dispositive Power
4,500
11. Aggregate Amount Beneficially Owned by Each Reporting Person
4,500
12. Check Box if the Aggregate Amount in Row 11
Excludes Certain Shares / /
13. Percent of Class Represented by Amount in Row 11
.07%
14. Type of Reporting Person
OO
2
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CUSIP NO. 682914106 13D OMB Number: 3235-0145
1. Name of Reporting Person
S.S. or I.R.S. Identification No. of Above Person
Keith W. Colburn
2. Check the Appropriate Box if a Member of a Group (a) / /
(b) /X/
3. SEC Use Only
4. Source of Funds
PC
5. Check Box if Disclosure of Legal Proceedings is Required
Pursuant to Items 2(d) or 2(e) / /
6. Citizenship or Place of Organization
Illinois
7. Sole Voting Power
-0-
Number of Shares
8. Shared Voting Power
Beneficially
4,500
Owned by Each
9. Sole Dispositive Power
Reporting Person
-0-
With
10. Shared Dispositive Power
4,500
11. Aggregate Amount Beneficially Owned by Each Reporting Person
4,500
12. Check Box if the Aggregate Amount in Row 11
Excludes Certain Shares / /
13. Percent of Class Represented by Amount in Row 11
.07%
14. Type of Reporting Person
IN
2
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CUSIP NO. 682914106 13D 1 OF 4
Amendment No. 1
INTRODUCTION
Lincolnshire Associates, Ltd., a Texas limited partnership, hereby files
this Amendment No. 1 (the "Amendment") to Statement on Schedule 13D (the
"Statement") on behalf of the Reporting Persons identified in Item 2 below
pursuant to the Agreement With Respect to Schedule 13D attached to the Statement
as Exhibit 7(1). Defined terms not otherwise defined herein have the meanings
ascribed thereto in the Statement.
Only those Items amended are reported herein.
Item 3: Source and Amount of Funds or Other Consideration.
Item 3 is amended by adding the following paragraph:
On October 25, 1999, CED Pension Plan purchased 32,500 shares of Common
Stock on the open market at a purchase price of $6.13 per share; on October 26,
1999, CED Pension Plan purchased 12,500 shares of Common Stock on the open
market at a purchase price of $6.50 per share; on October 29, 1999, CED Pension
Plan purchased 1,000 shares of Common Stock on the open market at a purchase
price of $6.79 per share; on November 2, 1999, CED Pension Plan purchased 19,000
shares of Common Stock on the open market at a purchase price of $6.79 per
share; on November 11, 1999, CED Pension Plan purchased 10,000 shares of Common
Stock on the open market at a purchase price of $7.06 per share; on November 15,
1999, CED Pension Plan purchased 12,500 shares of Common Stock on the open
market at a purchase price of $7.06 per share; and on November 16, 1999, CED
Pension Plan purchased 7,500 shares of Common Stock on the open market at a
purchase price of $7.06 per share.
A table identifying each purchase is included in Item 5(c) of this
Amendment.
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CUSIP NO. 682914106 13D 2 OF 4
Amendment No. 1
Item 5: Interest in Securities of the Issuer.
Item 5 is amended and restated as follows:
(a) and (b) The aggregate number of shares and percentage of Common Stock
of the Issuer (based on the Issuer's report of Form 10Q that it had 6,177,804
shares of Common Stock outstanding as of August 13, 1999) beneficially owned by
each person named in Item 2, as well as the number of shares of Common Stock as
to which such person is deemed to have sole power to vote or to direct the vote,
shared power to vote or to direct the vote, sole power to dispose or to direct
the disposition, or shared power to dispose or direct the disposition is set
forth in the following table.
Reporting Person No. of Percentage Power to Vote Power to Dispose
Shares of Class Shared Sole Shared Sole
Benef.
Owned
- --------------------------------------------------------------------------------
Lincolnshire 90,000 1.46% 90,000 90,000
Portshire Corp. 90,000(1) 1.46% 90,000(1) 90,000(1)
Edmundson Int. 90,000(1) 1.46% 90,000(1) 90,000(1)
CED 90,000(1) 1.46% 90,000(1) 90,000(1)
CED Pension Plan 336,700 5.45% 336,700 336,700
Galashiels 40,000 .65% 40,000 40,000
Colburn KEOGH 4,500 .07% 4,500 4,500
Colburn Trust 4,500 .07% 4,500 4,500
Colburn 4,500 .07% 4,500 4,500
The information required by Item 5 with respect to persons with whom voting
or dispositive power is shared is set forth in Item 2. The reporting persons
collectively own 471,200 shares,
- --------
(1) Reports indirect interest in the shares of Common Stock beneficially owned
by Lincolnshire Associates.
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CUSIP NO. 682914106 13D 3 OF 4
Amendment No. 1
representing 7.6% of the total number of shares of Common Stock outstanding.
(c) To the best knowledge of the Reporting Persons, no person described in
paragraph (a) of this Item 5 has effected any transaction in the Common Stock of
the Issuer during the past 60 days other than as set forth in the table below:
Date Purchaser # Shares Price Comm'n Total Funds
Required
- --------------------------------------------------------------------------------
10/25/99 CED Pension
Plan 32,500 $6.1249 $ 199,062
10/26/99 CED Pension
Plan 12,500 $6.5000 $ 81,250
10/29/99 CED Pension
Plan 1,000 $6.7870 $ 6,787
11/2/99 CED Pension
Plan 19,000 $6.7874 $ 128,962
11/11/99 CED Pension
Plan 10,000 $7.0000 $.06 $ 70,600
11/15/99 CED Pension
Plan 12,500 $7.0000 $.06 $ 88,250
11/16/99 CED Pension
Plan 7,500 $7.0000 $.06 $ 52,950
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TOTAL 95,000 $ 627,861
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(d) To the best knowledge of the Reporting Persons, no person other than
the Reporting Persons and their equity owners has the right to receive or the
power to direct the receipt of dividends from, or the proceeds from the sale of,
the Common Stock of Issuer.
(e) Not applicable.
Item 6: Contracts, Arrangements, Understandings or Relationships with
Respect to Securities of the Issuer.
The first paragraph of Item 6 is amended and restated to read as follows:
Lincolnshire beneficially owns 90,000 shares of Common Stock. Portshire
Corp., the general partner of Lincolnshire
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CUSIP NO. 682914106 13D 4 OF 4
Amendment No. 1
Associates, is a wholly owned subsidiary of Edmundson International. Therefore,
Edmundson International, through its ownership of Portshire Corp., beneficially
owns 90,000 shares of Common Stock. Edmundson International is itself a wholly
owned subsidiary of CED. Therefore, CED, through its ownership of Edmundson
International and indirect ownership of Portshire Corp., beneficially owns
90,000 shares of Common Stock. Colburn is the beneficiary of the Colburn Trust
and Colburn KEOGH. Colburn beneficially owns 4,500 shares of Common Stock. A
committee makes investment decisions for CED Pension Plan. Any two members of
such committee can make investment decisions for CED Pension Plan. Two of the
members on CED Pension Plan's investment committee, including Colburn, also make
investment decisions for Lincolnshire and, therefore, indirectly, for Portshire
Corp., Edmundson International, and CED. CED Pension Plan beneficially owns
336,700 shares of Common Stock. Galashiels beneficially owns 40,000 shares of
Common Stock.
SIGNATURE
After reasonable inquiry and to the best of the undersigned's knowledge and
belief, the undersigned certifies that the information set forth in this
statement is true, complete and correct.
Dated: November 17, 1999
Lincolnshire Associates, Ltd.
By Its General Partner,
Portshire Corp.
By /s/ David C. Verbeck
---------------------------
Its Vice President
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