SCHEDULE 13D
Amendment No. 1
Autologic Information International, Inc.
common stock
Cusip # 52803103
Cusip # 52803103
Item 1: Fidelity International Limited
Item 4: PF
Item 6: Bermuda
Item 7: 372,057
Item 8: None
Item 9: 372,057
Item 10: None
Item 11: 561,728
Item 13: 9.71%
Item 14: HC, IA
PREAMBLE
The filing of this Schedule 13D is not, and should not be
deemed to be, an admission that such Schedule 13D is required to
be filed. See the discussion under Item 2.
Item 1. Security and Issuer.
This statement relates to shares of the Common Stock, $0.00
par value (the "Shares") of Autologic Information International,
Inc., a Delaware corporation (the "Company"). The principal
executive offices of the Company are located at 1050 Rancho
Conejo Boulevard, Thousand Oaks, CA 91360.
Item 2. Identity and Background.
This statement is being filed by Fidelity International
Limited, a Bermuda joint stock company incorporated for an
unlimited duration by private act of the Bermuda legislature
("FIL"). A separate Schedule 13D is being filed by FMR Corp., a
Massachusetts Corporation ("FMR"), with respect to the Shares.
FIL is an investment adviser which provides investment advisory
and management services to a number of non-U.S. investment
companies or instrument trusts (the "International Funds") and
certain institutional investors. The principal office of FIL is
located at Pembroke Hall, 42 Crow Lane, Hamilton, Bermuda.
FMR is a holding company one of whose principal assets is
the capital stock of a wholly-owned subsidiary, Fidelity
Management & Research Company ("Fidelity"), which is also a
Massachusetts corporation. Fidelity is an investment adviser
which is registered under Section 203 of the Investment Advisers
Act of 1940 and which provides investment advisory services to
more than 30 investment companies which are registered under
Section 8 of the Investment Company Act of 1940 and serves as
investment adviser to certain other funds which are generally
offered to limited groups of investors (the "Fidelity Funds").
Fidelity Management Trust Company ("FMTC"), a wholly-owned
subsidiary of FMR Corp. and a bank as defined in Section 3(a)(6)
of the Securities Exchange Act of 1934, serves as trustee or
managing agent for various private investment accounts, primarily
employee benefit plans and serves as investment adviser to
certain other funds which are generally offered to limited groups
of investors (the "Accounts"). Various directly or indirectly
held subsidiaries of FMR are also engaged in investment
management, venture capital asset management, securities
brokerage, transfer and shareholder servicing and real estate
development. The principal offices of FMR, Fidelity, and FMTC
are located at 82 Devonshire Street, Boston, Massachusetts 02109.
Prior to June 30, 1980, FIL was a majority-owned subsidiary
of Fidelity. On that date, the shares of FIL held by Fidelity
were distributed as a dividend, to the shareholders of FMR. FIL
currently operates as an entity independent of FMR and Fidelity,
with certain common shareholders. The International Funds and
FIL's other clients, with the exception of Fidelity and an
affiliate of Fidelity, are non-U.S. entities.
Members of the Edward C. Johnson 3d family are the
predominant owners of Class B shares of common stock of FMR
representing approximately 49% of the voting power of FMR. Mr.
Johnson 3d owns 12.0% and Abigail Johnson owns 24.5% of the
aggregate outstanding voting stock of FMR. The Johnson family
group and all other Class B shareholders have entered into a
shareholders' voting agreement under which all Class B shares
will be voted in accordance with the majority vote of Class B
shares. Accordingly, through their ownership of voting common
stock and the execution of the shareholders' voting agreement,
members of the Johnson family may be deemed, under the Investment
Company Act of 1940, to form a controlling group with respect to
FMR Corp.
In addition, a partnership controlled by Mr. Johnson and
members of his family own shares of FIL voting stock with the
right to cast approximately 47.22% of the total votes which may
be cast by all holders of FIL voting stock. Mr. Johnson 3d is
Chairman of FMR and FIL. FMR and FIL are separate and
independent corporate entities. FMR and FIL are managed
independently and their boards of Directors are generally
composed of different individuals. Their investment decisions
are made independently, and clients are different organizations.
The business address and principal occupation of Mr. Johnson 3d
is set forth in Schedule A hereto.
Effective July 1, 1993, Fidelity became sub-advisor to Fidelity
American Special Situations Trust ("FASST").
FASST is a unit trust established and authorized by the
Department of Trade and Industry under the laws of England. The
investment advisor of FASST is Fidelity Investment Services Limited,
an English company and a subsidiary of FIL.
The Shares to which this statement relates are owned directly by
the account of FMR, and by Fidelity International Limited.
FMR and FIL are of the view that they are not acting as a "group"
for purposes of Section 13(d) under the Securities Exchange Act of
1934 (the "1934 Act") and that they are not otherwise required to
attribute to each other the "beneficial ownership" of securities
"beneficially owned" by the other corporation within the meaning of
Rule 13d-3 promulgated under the 1934 Act. Therefore, they are of the
view that the Shares held by the other corporations need not be
aggregated for purposes of Section 13(d). However, FMR is making this
filing on a voluntary basis as if all of the Shares are beneficially
owned by FMR and FIL on a joint basis.
The name, residence or business address, principal occupation or
employment and citizenship of each of the executive officers and
directors of FMR are set forth in Schedule A hereto.
Within the past five years, none of the persons named in this
Item 2 or listed on Schedule A has been convicted in any criminal
proceeding (excluding traffic violations or similar misdemeanors) or
has been a party to any civil proceeding and as a result thereof was
or is subject to any 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.
Item 3. Source and Amount of Funds or Other Consideration.
Fidelity International Limited acquired the Shares in connection
with the merger of Information International, Inc. on November 14,
1995.
The International Funds and accounts, which own or owned Shares,
purchased in the aggregate 962,856 Shares for cash in the amount of
approximately $10,208,194, including brokerage commissions. The
International Funds and accounts used their own assets in making such
purchase and no part of the purchase price is represented by borrowed
funds. Proceeds from 399,651 Shares sold aggregated approximately
$2,653,637.
FASST which own or owned Shares purchased in the aggregate 96,548
Shares for cash in the amount of approximately $1,340,157, including
brokerage commissions. FASST used its own assets in making such
purchase and no part of the purchase price is represented by borrowed
funds. Proceeds from 96,548 Shares sold aggregated approximately
$491,988. The attached Schedule B sets forth Shares purchased and/or
sold since August 16, 1998.
FMR Corp. acquired the Shares in connection with the merger of
Information International, Inc. on November 14, 1995.
Item 4. Purpose of Transaction.
The purpose of FIL or its subsidiaries in having the
International Funds and accounts purchase Shares (see Item 5 below) is
to acquire an equity interest in the Company in pursuit of specified
investment objectives established by the Board of Directors of the
International Funds.
FIL or its subsidiaries may continue to have the International
Funds and accounts purchase Shares subject to a number of factors,
including, among others, the availability of Shares for sale at what
FIL or its subsidiaries considers to be reasonable prices and other
investment opportunities that may be available to the International
Funds and accounts.
FIL and its subsidiaries intend to review continuously the
equity position of the International Funds and accounts in the
Company. Depending upon future evaluations of the business
prospects of the Company and upon other developments, including,
but not limited to, general economic and business conditions and
money market and stock market conditions, FIL and its
subsidiaries may determine to cause the International Funds to
cease making additional purchases of Shares or to increase or
decrease the equity interest in the Company by acquiring
additional Shares, or by disposing of all or a portion of the
Shares.
FIL and its subsidiaries have no present plan or proposal
which relates to or would result in (i) an extraordinary
corporate transaction, such as a merger, reorganization,
liquidation, or sale or transfer of a material amount of assets
involving the Company or any of its subsidiaries, (ii) any change
in the Company's present Board of Directors or management, (iii)
any material changes in the Company's present capitalization or
dividend policy or any other material change in the Company's
business or corporate structure, (iv) any change in the Company's
charter or by-laws, or (v) the Company's common stock becoming
eligible for termination of its registration pursuant to Section
12(g)(4) of the 1934 Act.
Item 5. Interest in Securities of Issuer.
Although Item 5 assumes that FMR, Fidelity, and FIL
beneficially own all 561,728 Shares, reference is made to Item 2
for a disclaimer of beneficial ownership with respect to the
securities which are "beneficially owned" by the other
corporations.
(a) FIL beneficially owns 372,057 Shares, or approximately
6.43% of the outstanding Shares of the Company. FMR beneficially
owns, 189,671 Shares, or approximately 3.28% of the outstanding
Shares of the Company. Neither FMR, Fidelity, nor any of its
affiliates nor, to the best knowledge of FMR, any of the persons
name in Schedule A hereto, beneficially owns any other Shares.
The combined holdings of FMR, Fidelity, and FIL are 561,728
Shares, or approximately 9.71% of the outstanding Shares of the
Company.
(b) FIL, has the sole power to vote and the sole power to
dispose of the 372,057 Shares held by it. FIL has the sole power
to vote 372,057 shares and the sole power to dispose of 372,057
shares.
(c) Except as set forth in Schedule B, neither FMR, or any
of its affiliates, nor, to the best knowledge of FMR, any of the
persons named in Schedule A hereto has effected any transaction
in Shares during the past sixty (60) days.
Item 6. Contract, Arrangements, Understandings or Relationships
With Respect to Securities of the Issuer.
Neither FIL nor any of its affiliates nor, to the best
knowledge of FIL, any of the persons named in Schedule A hereto
has any joint venture, finder's fee, or other contract or
arrangement with any person with respect to any securities of the
Company.
The Funds and Accounts may from time to time own debt
securities issued by the Company or its direct or indirect
subsidiaries, and may from time to time purchase and/or sell such
debt securities.
Item 7. Material to be Filed as Exhibits.
This statement speaks as of its date, and no inference
should be drawn that no change has occurred in the facts set
forth herein after the date hereof.
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.
Fidelity International Limited
DATE: October 29, 1998 By: /s/Frank
V. Knox
Frank V. Knox
Compliance Officer - FMR Corp.
Duly authorized under Powers of
Attorney dated October 19, 1998
by Eric D. Roiter by and on
behalf of Fidelity International
Limited and its direct and
indirect subsidiaries.
SCHEDULE A
POSITION WITH PRINCIPAL
NAME AND ADDRESS INTERNATIONAL OCCUPATION
Edward C. Johnson 3d Director & Chairman
of the Board Chief Executive
82 Devonshire Street Officer-FMR
Corp.
Boston, MA 02109
Barry J. Bateman Director Chief Executive
25 Lovat Lane Officer-Fidelity
London, England International Ltd.
EC3R 8LL
William L. Byrnes Director Vice Chairman-
82 Devonshire Street FMR Corp.
Boston, MA 02109
Martin P. Cambridge Chief Financial Officer CFO-Fidelity
Oakhill House International
Limited
130 Tonbridge Road
Hildenborough, Kent,
TN119DZ
Charles T. M. Collis Director, V.P., &
Secretary Private Attorney
P.O. Box HM 391
Hamilton HMBX, Bermuda
Glen R. Moreno Director Director-Fidelity
25 Lovat Lane International Ltd.
London, England
EC3R 8LL
David J. Saul Director Executive V.P. &
P.O. Box 650 President-Fidelity
Hamilton, Bermuda Bermuda, a division
of Fidelity
International Ltd.
Messrs. Johnson 3d, Byrnes, and Moreno are United States
citizens and Messrs. Cambridge, Collis, Saul, and Bateman are
citizens of the United Kingdom.
SCHEDULE B
Autologic Information International, Inc.
FASST sold Shares since August 16, 1998 at the dates and at the
prices set forth below. The transactions were made for cash in
open market transactions or with other investment companies with
the same or an affiliated investment advisor.
DATE SHARES PRICE
9/10/98 2,048 $4.000
9/15/98 5,000 3.500
10/12/98 500 3.125
10/15/98 42,500 3.003