UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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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)
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
May 24, 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]
CUSIP No. 05257N 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.
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH
REPORTING PERSON WITH
7 SOLE VOTING POWER
1,862,170 shares of common stock<1>
8 SHARED VOTING POWER
-0-
9 SOLE DISPOSITIVE POWER
1,862,170 shares of common stock1
10 SHARED DISPOSITIVE POWER
-0-
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,862,170 shares of common stock1
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES [ ]
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
9.2%
14 TYPE OF REPORTING PERSON
IN
- --------------------
<FOOTNOTE>
<1> These shares include 67,104 shares of the Issuer's common
stock held directly by Peter R. Ellis ("Reporting Person 1")
and 1,795,066 shares of the Issuer's common stock held in a
revocable trust for the benefit of 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
</FOOTNOTE>
<PAGE>
SEC 1746 (3-98)
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.
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH
REPORTING PERSON WITH
7 SOLE VOTING POWER
1,813,788 shares of common stock<2>
8 SHARED VOTING POWER
-0-
9 SOLE DISPOSITIVE POWER
1,813,788 shares of common stock2
10 SHARED DISPOSITIVE POWER
-0-
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,813,788 shares of common stock2
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES [ ]
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
9.0%
14 TYPE OF REPORTING PERSON
IN
_________________
<FOOTNOTE>
<2> These shares are held in three trusts. 1,795,066 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
</FOOTNOTE>
<PAGE>
SEC 1746 (3-98)
Item 1. Security and Issuer
This statement relates to the Common Stock, $.001
par value (the "Common Stock") of Autobytel.com Inc., a
Delaware corporation (the "Issuer"), having its principal
executive offices at 18872 MacArthur Boulevard, Irvine,
California 92612.
Item 2. Identity and Background
(a) This Schedule 13D is filed on behalf of Peter R.
Ellis ("Reporting Person 1") and Susanne Ellis
("Reporting Person 2" and, together with Reporting
Person 1, the "Reporting Persons"). The Joint
Filing Agreement dated May 24, 2000 among the
Reporting Persons is set forth in Exhibit 1 hereto
and is incorporated herein by reference. The
Reporting Persons are husband and wife.
(b) The business address of each Reporting Person is
1550 Bayside Drive, #2, Corona del Mar, California
92625.
(c) Reporting Person 1 is the owner of Jubilee
Investments and a trustee of the Ellis Family
Trust u/a/d September 11, 1998. Reporting
Person 1's principal business address is 1550
Bayside Drive, #2, Corona del Mar, California
92625. Reporting Person 2 is also a trustee of
the Ellis Family Trust.
(d) Neither of the Reporting Persons has, during the
last five years, been convicted in a criminal
proceeding (excluding traffic violations or
similar misdemeanors).
(e) Neither of the Reporting Persons has, during the
last five years, been a party to a civil
proceeding of a judicial or administrative body of
competent jurisdiction as a result of which the
Reporting Person was or is 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.
(f) Each of the Reporting Persons is a citizen of the
United States of America.
Item 3. Source and Amount of Funds or Other Consideration
The Reporting Persons are filing this Schedule 13D to
report a change in their investment intent with respect to their
ownership of the Common Stock as previously reported on a
Schedule 13G filed February 14, 2000. The Reporting Persons have
not made any purchase of the Common Stock requiring the filing of
a Schedule 13D since such date. Reporting Person 1 is a co-
founder and former Chairman and Chief Executive Officer of the
Issuer, and all shares beneficially owned by the Reporting
Persons as reported herein were acquired by Reporting Person 1 at
least two years prior to the date hereof. Reporting Person 2
obtained beneficial ownership of certain of the shares as
reported herein upon transfer of such shares by Reporting Person
1 into various trusts for the benefit of the Reporting Persons
and members of their immediate family (see cover page).
Item 4. Purpose of Transaction
All of the shares of Common Stock beneficially owned by
the Reporting Persons were acquired by the Reporting Persons for
investment purposes. However, the Reporting Persons intend to
continuously review their investment in the Issuer, and may in
the future determine to take any available course of action with
respect to such investment, including the formulation of plans or
proposals that relate to, might result in, or have the purpose or
effect of changing or influencing control of the Issuer, or that
relate to or would result in any of the other events enumerated
in Item 4 of the instructions to Schedule 13D.
The Reporting Persons intend to communicate with other
shareholders and with directors, officers, employees and
affiliates of the Issuer concerning the business, management and
strategic direction of the Issuer and possible alternatives for
increasing shareholder value. The Reporting Persons may also
submit one or more proposals for shareholder action at the
Issuer's annual meeting scheduled to be held on June 15, 2000,
and subject to applicable laws, may solicit proxies or written
consents from or make recommendations to other shareholders with
regard to matters to be presented for a vote at such annual
meeting.
Item 5. Interest in Securities of the Issuer
(a) Reporting Person 1 beneficially owns 1,862,170
shares of Common Stock, which represent
approximately 9.2% of the outstanding shares of
Common Stock (see cover page).
Reporting Person 2 beneficially owns 1,813,788
shares of Common Stock, which represent
approximately 9.0% 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
1,795,066 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 1,880,892 shares
of the Issuer's common stock, which represent
approximately 9.3% 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, 1,862,170
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, 1,813,788
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 1,880,892 shares of the Issuer's
common stock.
(c) Neither Reporting Person has effected any
transactions in any shares of Common Stock during
the past 60 days.
(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.
Item 6. Contracts, Arrangements, Understandings or Relationships
with Respect to Securities of the Issuer
Reporting Person 1 and Reporting Person 2 are husband
and wife. There are no contracts, arrangements, understandings
or relationships (legal or otherwise) between the Reporting
Persons and any other person with respect to any securities of
the Issuer, including transfer or voting of any of the Common
Stock, finder's fees, joint ventures, loan or option
arrangements, puts or calls, guarantees of profits, division of
profits or loss, or the giving or withholding of proxies.
Item 7. Material to be Filed as Exhibits
Exhibit 1 Joint Filing Agreement, dated May 24, 2000.
<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: May 24, 2000
/s/ Peter R. Ellis
Peter R. Ellis
/s/ Susanne Ellis
Susanne Ellis
<PAGE>
EXHIBIT 1
JOINT FILING AGREEMENT
The undersigned agree that the foregoing statement on
Schedule 13D is being filed with the Commission on behalf of each
of the undersigned pursuant to Rule 13d-1(k)(1).
Dated: May 24, 2000
/s/ Peter R. Ellis
Peter R. Ellis
/s/ Susanne Ellis
Susanne Ellis
