UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
(Rule 13d-101)
INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT
TO RULE 13d-1(a) AND AMENDMENTS THERETO
FILED PURSUANT TO RULE 13d-2(a)
AMENDMENT NO. 2
AUTOBYTEL.COM INC.
(Name of Issuer)
Common Stock, $.001 par value
(Title of Class of Securities)
05275N 10 6
(CUSIP Number)
Peter R. Ellis
Susanne Ellis
1550 Bayside Drive, #2
Corona del Mar, California 92625
Tel. No.: (949) 760-5025
(Name, Address and Telephone Number of
Person Authorized to Receive Notices
and Communications)
with a copy to:
David A. Krinsky, Esq.
O'Melveny & Myers LLP
610 Newport Center Drive
Suite 1700
Newport Beach, California 92660
October 20, 2000
(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 statement
because of Rule 13d-1(e), 13d-1(f) or 13d-1(g), check the
following box: [x]
<PAGE>
CUSIP No. 05275N 10 6
1 NAME OF REPORTING PERSON
Peter R. Ellis
I.R.S. IDENTIFICATION NO. OF ABOVE PERSON (ENTITIES ONLY)
Inapplicable
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a) [ x ]
(b) [ ]
3 SEC USE ONLY
4 SOURCE OF FUNDS
OO
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEMS 2(d) or 2(e) [ ]
6 CITIZENSHIP OR PLACE OF ORGANIZATION
U.S.A.
7 SOLE VOTING POWER
1,653,472 shares of common stock<1>
NUMBER OF
SHARES 8 SHARED VOTING POWER
BENEFICIALLY -0-
OWNED BY
EACH 9 SOLE DISPOSITIVE POWER
REPORTING 1,653,472 shares of common stock<1>
PERSON
WITH 10 SHARED DISPOSITIVE POWER
-0-
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,653,472 shares of common stock<1>
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES [ ]
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
8.1%
14 TYPE OF REPORTING PERSON
IN
--------------------
[FN]
<F1> These shares of the Issuer's common stock are held in a
revocable trust for the benefit of Peter R. Ellis ("Reporting
Person 1") and his spouse, Susanne Ellis ("Reporting Person 2").
Reporting Person 1 and Reporting Person 2 are the trustees of the
revocable trust, and each has sole voting and dispositive power
over the shares held in the trust.
</FN>
SEC 1746 (3-98)
<PAGE>
CUSIP No. 05275N 10 6
1 NAME OF REPORTING PERSON
Susanne Ellis
I.R.S. IDENTIFICATION NO. OF ABOVE PERSON (ENTITIES ONLY)
Inapplicable
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a) [ x ]
(b) [ ]
3 SEC USE ONLY
4 SOURCE OF FUNDS
OO
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEMS 2(d) or 2(e) [ ]
6 CITIZENSHIP OR PLACE OF ORGANIZATION
U.S.A.
7 SOLE VOTING POWER
1,672,194 shares of common stock<2>
NUMBER OF
SHARES 8 SHARED VOTING POWER
BENEFICIALLY -0-
OWNED BY
EACH 9 SOLE DISPOSITIVE POWER
REPORTING 1,672,194 shares of common stock<2>
PERSON
WITH 10 SHARED DISPOSITIVE POWER
-0-
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,672,194 shares of common stock<2>
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES [ ]
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
8.2%
14 TYPE OF REPORTING PERSON
IN
SEC 1746 (3-98)
--------------------
[FN]
<F2> These shares are held in three trusts. 1,653,472 shares of
the Issuer's common stock are held in a revocable trust for the
benefit of Susanne Ellis ("Reporting Person 2") and her spouse,
Peter R. Ellis ("Reporting Person 1"). Reporting Person 2 and
Reporting Person 1 are the trustees of this trust, and each has
sole voting and dispositive power over the shares held in the
trust. 18,722 shares of the Issuer's common stock are held in
two trusts for the benefit of certain members of Reporting Person
2's immediate family; Reporting Person 2 is the trustee of these
trusts, and has sole voting and dispositive power over the shares
held in the trusts.
</FN>
<PAGE>
Item 4. Purpose of Transaction
Item 4 of this Statement on Schedule 13D, filed by Peter R.
Ellis and Susanne Ellis (collectively, the "Reporting Persons")
with respect to the Common Stock, $.001 par value (the "Common
Stock") of Autobytel.com Inc., a Delaware corporation (the
"Issuer"), is hereby amended and restated to read in its entirety
as follows:
The Reporting Persons acquired all of the shares of
Common Stock beneficially owned by them for investment
purposes. The Reporting Persons intend to evaluate the
Issuer's financial condition, business operations and
prospects, the market price of the Common Stock, alternative
investment opportunities, conditions in the securities
markets generally and other factors on an ongoing basis.
Accordingly, the Reporting Persons reserve the right to
change their plans and intentions at any time. The
Reporting Persons specifically reserve the right to purchase
or to sell additional shares of Common Stock of the Issuer
on the open market or in private transactions.
Item 5. Interest in Securities of the Issuer
Item 5 of this Statement on Schedule 13D is hereby amended
and restated to read in its entirety as follows:
(a) Reporting Person 1 beneficially owns 1,653,472
shares of Common Stock, which represent
approximately 8.1% of the outstanding shares of
Common Stock (see cover page).
<PAGE>
Reporting Person 2 beneficially owns 1,672,194
shares of Common Stock, which represent
approximately 8.2% of the outstanding shares of
Common Stock (see cover page).
Pursuant to Rule 13d-3(a) under the Securities
Exchange Act of 1934, the Reporting Persons are
each deemed to be the beneficial owner of
1,653,472 shares of the Issuer's common stock held
in a trust for the benefit of the Reporting
Persons. The Reporting Persons, as a group,
beneficially own an aggregate of 1,672,194 shares
of the Issuer's common stock, which represent
approximately 8.2% of the outstanding shares of
Common Stock.
(b) Reporting Person 1 has the sole power to vote or
to direct the vote of, and the sole power to
dispose or to direct the disposition of, 1,653,472
shares (see cover page).
Reporting Person 2 has the sole power to vote or
to direct the vote of, and the sole power to
dispose or to direct the disposition of, 1,672,194
shares (see cover page).
The Reporting Persons, as a group, have the power
to vote or to direct the vote of, and the power to
dispose or to direct the disposition of, an
aggregate of 1,672,194 shares of the Issuer's
common stock.
(c) A list of transactions effected by the Reporting
Persons on the open market in the last sixty days
follows. The Reporting Persons made the following
sales primarily to fund certain alternative
investment opportunities that were presented to
the Reporting Persons. As set forth in Item 4
above, the Reporting Persons reserve the right to
purchase or to sell additional shares of Common
Stock of the Issuer on the open market or in
private transactions.
Transaction No. of Shares Price Per
Date Sold Share
------------ -------------- -----------
8/31/00 10,000 $5.00
9/4/00 1,000 $5.125
9/4/00 2,500 $5.00
9/4/00 2,000 $4.9375
9/4/00 3,000 $4.875
9/4/00 2,500 $4.78125
9/4/00 2,500 $4.75
9/5/00 1,300 $5.00
9/5/00 2,500 $4.875
9/6/00 1,100 $5.00
9/6/00 3,900 $4.875
9/8/00 5,000 $4.75
9/11/00 5,000 $4.875
9/12/00 5,000 $4.875
9/13/00 5,000 $5.00
9/13/00 5,000 $4.9375
9/13/00 5,000 $4.875
9/15/00 5,000 $5.0625
10/13/00 10,000 $6.125
10/16/00 5,000 $6.00
10/17/00 10,600 $6.00
10/17/00 4,400 $6.0625
10/20/00 10,000 $5.78125
10/20/00 10,000 $6.03125
<PAGE>
(d) Other than the Reporting Persons, no person has
the right to receive or the power to direct the
receipt of dividends from, or the proceeds from
the sale of, the shares of Common Stock
beneficially owned by the Reporting Persons.
<PAGE>
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: October 27, 2000
/s/ Peter R. Ellis
----------------------------
Peter R. Ellis
/s/ Susanne Ellis
----------------------------
Susanne Ellis
<PAGE>
