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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. 2)
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
2/14/00
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CUSIP NO. 682914106 13D OMB Number: 3235-0145
1. Lincolnshire Associates, Ltd.
2. (a)
(b) X
3. SEC Use Only
4. WC
5.
6. Texas
7. -0-
8. 90,000
9. -0-
10. 90,000
11. 90,000
12.
13. 1.46%
14. PN
2
SEC 1746 (2-98)
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CUSIP NO. 682914106 13D OMB Number: 3235-0145
1. Portshire Corp.
2. (a)
(b) X
3. SEC Use Only
4. AF
5.
6. Texas
7. -0-
8. 90,000
9. -0-
10. 90,000
11. 90,000
12.
13. 1.46%
14. CO
2
SEC 1746 (2-98)
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CUSIP NO. 682914106 13D OMB Number: 3235-0145
1. Edmundson International, Inc.
2. (a)
(b) X
3. SEC Use Only
4. AF
5.
6. California
7. -0-
8. 90,000
9. -0-
10. 90,000
11. 90,000
12.
13. 1.46%
14. CO
2
SEC 1746 (2-98)
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CUSIP NO. 682914106 13D OMB Number: 3235-0145
1. Consolidated Electrical Distributors, Inc.
2. (a)
(b) X
3. SEC Use Only
4. AF
5.
6. Delaware
7. -0-
8. 90,000
9. -0-
10. 90,000
11. 90,000
12.
13. 1.46%
14. CO
2
SEC 1746 (2-98)
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CUSIP NO. 682914106 13D OMB Number: 3235-0145
1. Employees' Retirement Plan of Consolidated Electrical Distributors, Inc.
2. (a)
(b) X
3. SEC Use Only
4. WC
5.
6. California
7. 436,700
8. -0-
9. 436,700
10. -0-
11. 436,700
12.
13. 7.07%
14. EP
2
SEC 1746 (2-98)
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CUSIP NO. 682914106 13D OMB Number: 3235-0145
1. Galashiels Fund, Ltd.
2. (a)
(b) X
3. SEC Use Only
4. WC
5.
6. Illinois
7. 80,000
8. -0-
9. 80,000
10. -0-
11. 80,000
12.
13. 1.29%
14. CO
2
SEC 1746 (2-98)
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CUSIP NO. 682914106 13D OMB Number: 3235-0145
1. Keith W. Colburn Retirement Plan
2. (a)
(b) X
3. SEC Use Only
4. WC
5.
6. Illinois
7. -0-
8. 14,500
9. -0-
10. 14,500
11. 14,500
12.
13. .24%
14. EP
2
SEC 1746 (2-98)
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CUSIP NO. 682914106 13D OMB Number: 3235-0145
1. Keith W. Colburn Trust
2. (a)
(b) X
3. SEC Use Only
4. WC
5.
6. Illinois
7. -0-
8. 14,500
9. -0-
10. 14,500
11. 14,500
12.
13. .24%
14. OO
2
SEC 1746 (2-98)
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CUSIP NO. 682914106 13D OMB Number: 3235-0145
1. Keith W. Colburn
2. (a)
(b) X
3. SEC Use Only
4. PC
5.
6. Illinois
7. -0-
8. 14,500
9. -0-
10. 14,500
11. 14,500
12.
13. .24%
14. IN
2
SEC 1746 (2-98)
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CUSIP NO. 682914106 13D 1 OF 6
Amendment No. 2
INTRODUCTION
Lincolnshire Associates, Ltd., a Texas limited partnership, hereby files
this Amendment No. 2 (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 February 11, 2000, CED Pension Plan purchased 3,500 shares of Common
Stock on the open market at a purchase price of $5.8125 per share; on February
14, 2000, CED Pension Plan purchased 2,500 shares of Common Stock on the open
market at a purchase price of $5.9375 per share; on February 16, 2000, CED
Pension Plan purchased 10,000 shares of Common Stock on the open market at a
purchase price of $5.8125 per share; on February 17, 2000, CED Pension Plan
purchased 3,000 shares of Common Stock on the open market at a purchase price of
$5.75 per share; on February 18, 2000, CED Pension Plan purchased 17,000 shares
of Common Stock on the open market at a purchase price of $5.75 per share; on
February 22, 2000, CED Pension Plan purchased 10,000 shares of Common Stock on
the open market, 5,000 shares at a purchase price of $5.625 per share and 5,000
shares at a purchase price of $5.50 per share; on February 24, 2000, CED Pension
Plan purchased 5,000 shares of Common Stock on the open market at a purchase
price of $5.50 per share; on February 25, 2000, CED Pension Plan purchased 5,000
shares of Common Stock on
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CUSIP NO. 682914106 13D 2 OF 6
Amendment No. 2
the open market at a purchase price of $5.375 per share; on February 28, 2000,
CED Pension Plan purchased 5,000 shares of Common Stock on the open market at a
purchase price of $5.25 per share; on February 29, 2000, CED Pension Plan
purchased 5,000 shares of Common Stock on the open market at a purchase price of
$5.25 per share; on March 2, 2000, CED Pension Plan purchased 5,000 shares of
Common Stock on the open market at a purchase price of $5.25 per share; on March
3, 2000, CED Pension Plan purchased 5,000 shares of Common Stock on the open
market at a purchase price of $5.1875 per share; and on March 6, 2000, CED
Pension Plan purchased 10,000 shares of Common Stock on the open market at a
purchase price of $5.875 per share.
Due to an inadvertent error, some purchases were not reported in earlier
filings, but are reported here:
On December 23, 1999, the Colburn KEOGH purchased 50 shares of Common
Stock on the open market at a purchase price of $7.52 per share; and on December
28, 1999, the Colburn KEOGH purchased 1,950 shares of Common Stock on the open
market at a purchase price of $6.67 per share.
On August 4, 1999, Colburn purchased 1,000 shares of Common Stock on the
open market at a purchase price of $7.63 per share; on December 14, 1999,
Colburn purchased 2,000 shares of Common Stock on the open market at a purchase
price of $6.35 per share; on December 28, 1999, Colburn purchased 2,000 shares
of Common Stock on the open market at a purchase price of $6.67 per share; on
January 3, 2000, Colburn purchased 1,000 shares of Common Stock on the open
market at a purchase price of $6.21 per share; and on January 28, 2000, Colburn
purchased 2,000 shares of Common Stock on the open market at a purchase price of
$6.01 per share.
On October 29, 1999, Galashiels purchased 1,000 shares of Common Stock on
the open market at a purchase price of $6.79 per
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CUSIP NO. 682914106 13D 3 OF 6
Amendment No. 2
share; on November 2, 1999, Galashiels purchased 19,000 shares of Common Stock
on the open market at a purchase price of $6.85 per share; and on November 17,
1999, Galashiels purchased 20,000 shares on the open market at a purchase price
of $6.85 per share.
A table identifying each purchase is included in Item 5(c) of this
Amendment.
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 November 5, 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)
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(1) Reports indirect interest in the shares of Common Stock beneficially owned
by Lincolnshire Associates.
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CUSIP NO. 682914106 13D 4 OF 6
Amendment No. 2
CED Pension Plan 436,700 7.07% 436,700 436,700
Galashiels 80,000 1.29% 80,000 80,000
Colburn KEOGH 14,500 .24% 14,500 14,500
Colburn Trust 14,500 .24% 14,500 14,500
Colburn 14,500 .24% 14,500 14,500
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 621,200 shares, representing 10.06% 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
02/11/00 CED Pension
Plan 3,500 $5.8125 $.06 $ 20,554
02/14/00 CED Pension
Plan 2,500 $5.9375 $.06 $ 14,994
02/15/00 CED Pension
Plan 14,000 $5.8929 $.06 $ 83,341
02/16/00 CED Pension
Plan 10,000 $5.8125 $.06 $ 58,725
02/17/00 CED Pension
Plan 3,000 $5.75 $.06 $ 17,430
02/18/00 CED Pension
Plan 17,000 $5.75 $.06 $ 98,770
02/22/00 CED Pension
Plan 5,000 $5.625 $.06 $
02/22/00 CED Pension
Plan 5,000 $5.50 $.06 $ 56,225(2)
02/24/00 CED Pension
Plan 5,000 $5.50 $.06 $ 27,800
02/25/00 CED Pension
Plan 5,000 $5.375 $.06 $ 27,175
02/28/00 CED Pension
Plan 5,000 $5.25 $.06 $ 26,550
(2) Total of both purchases on 2/22/00
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CUSIP NO. 682914106 13D 5 OF 6
Amendment No. 2
02/29/00 CED Pension
Plan 5,000 $5.25 $.06 $ 26,550
03/02/00 CED Pension
Plan 5,000 $5.25 $.06 $ 26,550
03/03/00 CED Pension
Plan 5,000 $5.1875 $.06 $ 26,238
03/06/00 CED Pension
Plan 10,000 $5.875 $.06 $ 59,350
12/23/99 Colburn KEOGH 50 $7.52 $.06 $ 376
12/28/99 Colburn KEOGH 1,950 $6.66 $.06 $ 13,004
08/04/99 Colburn 1,000 $7.63 $.06 $ 7,635
12/14/99 Colburn 2,000 $6.35 $.06 $ 12,709
12/28/99 Colburn 2,000 $6.67 $.06 $ 13,338
01/03/00 Colburn 1,000 $6.21 $.06 $ 6,207
01/28/00 Colburn 2,000 $6.01 $.06 $ 12,013
10/29/99 Galashiels 1,000 $6.79 $.06 $ 6,788
11/02/99 Galashiels 19,000 $6.85 $.06 $ 130,150
11/17/99 Galashiels 20,000 $6.85 $.06 $ 137,000
TOTAL 150,000 $ 909,562
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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 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
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CUSIP NO. 682914106 13D 6 OF 6
Amendment No. 2
is the beneficiary of the Colburn Trust and Colburn KEOGH. Colburn beneficially
owns 14,500 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 436,700 shares of
Common Stock. Galashiels beneficially owns 80,000 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: March 14, 2000
Lincolnshire Associates, Ltd.
By Its General Partner,
Portshire Corp.
By /s/ David C. Verbeck
Its Vice President
