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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Schedule 13D
Under the Securities Exchange Act of 1934
(Amendment No. )*
AutoInfo, Inc.
(Name of Issuer)
Common Stock
(Title of Class of Securities)
052777-10-9
(CUSIP Number)
Brian L. Blomquist
7711 Carondelet Ave., St. Louis, MO 63105, (314) 727-5305
(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)
June 22, 1995
(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 schedule because of Rule 13d-1(b)(3) or (4), check
the following box /x/
Check the following box if a fee is being paid with the statement /x/.
(a fee is not required only if the reporting person: (1) has a
previous statement on file reporting beneficial ownership of more than
five percent of the class of securities described in Item 1; and (2)
has filed no amendment subsequent thereto reporting beneficial
ownership of five percent or less of such class.) (See Rule 13d-7.)
NOTE: Six copies of this statement, including all exhibits, should be
filed with the Commission. See Rule 13d-1(a) for other parties to whom
copies are to be sent.
*The remainder of this cover page shall be filled out for a reporting
person's initial filing on this form with respect to the subject class
of securities, and for any subsequent amendment containing information
which would alter disclosures provided in a prior cover page.
The information required on the remainder of this cover page shall not
be deemed to be "filed" for the purpose of Section 18 of the Securities
Exchange Act of 1934 ("Act") or otherwise subject to the liabilities
of that section of the Act but shall be subject to all other provisions
of the Act (however, see the Notes).
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SCHEDULE 13D
CUSIP NO. 052777-10-9
1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Ryback Management Corporation
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) / /
(b) / /
3 SEC USE ONLY
4 SOURCE OF FUNDS*
00
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEMS 2(d) or 2(e) / /
6 CITIZENSHIP OR PLACE OF ORGANIZATION
Michigan
7 SOLE VOTING POWER
1,142,850
NUMBER OF
SHARES 8 SHARED VOTING POWER
BENEFICIALLY -0-
OWNED BY
EACH 9 SOLE DISPOSITIVE POWER
REPORTING 1,142,850
PERSON
WITH 10 SHARED DISPOSITIVE POWER
-0-
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING
PERSON
1,142,850
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES / /
CERTAIN SHARES*
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
15.65%
14 TYPE OF REPORTING PERSON*
IA, CO
*SEE INSTRUCTIONS BEFORE FILLING OUT!
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SCHEDULE 13D
CUSIP NO. 052777-10-9
1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Lindner Growth Fund, a separate series of Lindner
Investments
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) / /
(b) / /
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
Massachusetts
7 SOLE VOTING POWER
-0-
NUMBER OF
SHARES 8 SHARED VOTING POWER
BENEFICIALLY -0-
OWNED BY
EACH 9 SOLE DISPOSITIVE POWER
REPORTING -0-
PERSON
WITH 10 SHARED DISPOSITIVE POWER
-0-
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING
PERSON
713,000
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES / /
CERTAIN SHARES*
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
9.76%
14 TYPE OF REPORTING PERSON*
IV, OO
*SEE INSTRUCTIONS BEFORE FILLING OUT!
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SCHEDULE 13D
CUSIP NO. 052777-10-9
1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Lindner Bulwark Fund, a separate series of Lindner
Investments
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) / /
(b) / /
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
Massachusetts
7 SOLE VOTING POWER
-0-
NUMBER OF
SHARES 8 SHARED VOTING POWER
BENEFICIALLY -0-
OWNED BY
EACH 9 SOLE DISPOSITIVE POWER
REPORTING -0-
PERSON
WITH 10 SHARED DISPOSITIVE POWER
-0-
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING
PERSON
429,850
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES / /
CERTAIN SHARES*
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
5.89%
14 TYPE OF REPORTING PERSON*
IV, OO
*SEE INSTRUCTIONS BEFORE FILLING OUT!
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Item 1. Security and Issuer.
Common Stock (the "Stock") of AutoInfo, Inc. (the "Issuer"), 1600
Route 208, Fairlawn, NJ 07410
Item 2. Identity and Background.
Ryback Management Corporation, a Michigan corporation ("Ryback"),
is a registered Investment Adviser providing investment advisory
services to a number of investment company clients, including Lindner
Growth Fund ("Growth Fund") and Lindner Bulwark Fund ("Bulwark Fund").
Growth Fund and Bulwark Fund are separate series of Lindner
Investments, a Massachusetts Business Trust (the "Trust"), a registered
Investment Company. The address of the principal business and
principal office for each of Ryback, Growth Fund and Bulwark Fund is
7711 Carondelet Ave., St. Louis, MO 63105.
The following table sets forth certain information with respect
to the executive officers and directors of Ryback and the Trust. Each
person is a citizen of the United States and unless otherwise
indicated, has his business address at 7711 Carondelet Ave., St. Louis,
MO 63105.
Principal Occupation and
Business Address if Different
Name from that set forth above
- ---- -----------------------------
Eric E. Ryback (1)(2)(3) President of Ryback
Robert A. Lange (1) Sr. Vice President of Ryback
Brian L. Blomquist (1) Vice President and Assistant
Secretary of Ryback
Lawrence G. Callahan (1) Vice President of Ryback
Terrence P. Fitzgerald (3) Sr. Counsel,
The May Department Stores Company
6641 Waterman, St. Louis, Missouri
Marc P. Hartstein (3) Assistant to Vice President,
Anheuser-Busch, Inc.
3 Middlebrook Lane
St. Louis, Missouri
Donald J. Murphy (3) President of Murcom Financial, Ltd.
970 E. Deerpath
Lake Forest, Illinois
Doug T. Valassis (2)(3)(4) Chairman of the Board and Treasurer
of Ryback and President of Franklin
Enterprises, Inc.
520 Lake Cook Road
Deerfield, Illinois
Robert L. Byman (3) Partner in the law firm of
Jenner & Block
One IBM Plaza, Chicago, Illinois
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Peter S. Horos (3) Investment Manager, All State Life
Insurance Company, All State Plaza,
Northbrook, Illinois
Dennis P. Nash (3) Vice President, Nellis Feed Company
899 Skokie Blvd.
Northbrook, Illinois
Edward W. Elliot, Jr. (2)(4)Vice Chairman, Franklin Enterprises,
Inc.
520 Lake Cook Road
Deerfield, Illinois
D. Craig Valassis (2)(4) Vice President, Franklin Enter-
prises, Inc.
520 Lake Cook Road
Deerfield, Illinois
Robert L. Miller (2) Treasurer, Franklin Enterprises,
Inc.
520 Lake Cook Road
Deerfield, Illinois
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(1) Each is also an executive officer of the Trust
(2) Director of Ryback
(3) Trustee of the Trust
(4) Messrs. Doug T. Valassis, D. Craig Valassis and Edward
W. Elliot, Jr. are co-Trustees of the Valassis
Irrevocable Trust u/t/a dated October 14, 1992, which
is the holder of 90% of the voting securities of Ryback
Neither Ryback, Growth Fund, Bulwark Fund nor any of their
executive officers, directors or trustees has, during the last five
years, been convicted in a criminal proceeding.
Neither Ryback, Growth Fund, Bulwark Fund nor any of their
executive officers, directors or trustees 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 he
or it 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 violation
with respect to such laws.
Item 3. Source and Amount of Funds or Other Consideration.
The source of the funds used by Growth Fund and Bulwark Fund in
the acquisition of Stock was their respective working capital.
Item 4. Purpose of Transaction.
Growth Fund and Bulwark Fund have purchased Stock for investment
purposes. See Item 6 for a description of the recent arrangement
entered into among Ryback, Eric E. Ryback, Lawrence Callahan and the
Issuer.
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Item 5. Interest in Securities of the Issuer.
(a) Growth Fund beneficially owns 713,000 shares of Stock
(approximately 9.76% of the outstanding shares of Stock) and Bulwark
Fund beneficially owns 429,850 shares of Stock (approximately 5.89% of
the outstanding shares of Stock). Ryback, in its capacity as
investment adviser to Growth Fund and Bulwark Fund, may be deemed
beneficial owner of such shares.
(b) Ryback has sole dispositive power and sole voting power with
respect to the shares owned by Growth Fund and Bulwark Fund.
(c) During the sixty days immediately preceding the date of this
filing, neither Ryback, Growth Fund nor Bulwark Fund engaged in any
transactions with respect to the Stock.
(d) No other persons are known to have the right to receive or the
power to direct the receipt of dividends from, or the proceeds from the
sale of Stock held by Growth Fund and Bulwark Fund.
(e) The reporting persons described in this Schedule have not ceased
to be beneficial owners of more than 5% of the outstanding shares of
Stock.
Item 6. Contracts, Arrangements, Understandings or
Relationships with Respect to Securities of
the Issuer.
Ryback entered into a Settlement Agreement (the "Settlement
Agreement") dated as of June 22, 1995 with the Issuer, Eric E. Ryback
and Lawrence Callahan in order to settle litigation commenced by the
Issuer against, among others, Ryback, Eric Ryback and Lawrence
Callahan, which litigation arose out of the ownership of Stock by
Growth Fund and Bulwark Fund.
Pursuant to the terms of the Settlement Agreement, Ryback has
agreed that for five years, unless specifically requested in writing
in advance by the Board of Directors of the Issuer, it will not, and
will cause its affiliates not to purchase any Stock, submit any
proposal for the acquisition of Stock or any extraordinary transaction
involving the Issuer, participate in any solicitation of proxies or
become a participant in any election contest with respect to the Stock,
participate in any group taking such prohibited action, propose any
stockholder action with respect to the Issuer or the Board of Directors
of the Issuer or otherwise seek to control the management or policies
of the Issuer as well as certain other related actions.
Ryback has also agreed that it will not, and will cause its
affiliates not to transfer or otherwise dispose of any capital stock
of the Issuer owned by it unless such disposition does not exceed
certain limits, is through broker transactions and is not made to any
<PAGE>
person who owns or will own, upon consummation of the disposition, 3%
or more of the outstanding common stock of the Issuer.
In addition, Ryback has generally agreed that, with respect to each
matter submitted to the stockholders of the Issuer for a vote, for five
years it will, and will cause its affiliates to vote all shares of
Stock owned by Ryback or its affiliates in accordance with the
applicable duly authorized recommendation of the Board of Directors of
the Issuer.
Item 7. Material to be Filed as Exhibits.
Exhibit 1: Joint Filing Agreement.
Exhibit 2: Settlement Agreement dated as of June 22, 1995
between AutoInfo, Inc., Ryback Management
Corporation, Eric E. Ryback and Lawrence Callahan.
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.
Date: July 6, 1995
/s/ Eric E. Ryback
------------------------------
Eric E. Ryback, President
Ryback Management Corporation,
and Lindner Investments
EXHIBIT 1
AGREEMENT
The undersigned hereby agree that the Schedule 13D, and any
amendments thereto, filed by Ryback Management Corporation, and Lindner
Investments, on behalf of its Lindner Growth and Lindner Bulwark
series, under the Securities Exchange Act of 1934, as amended (the
<PAGE>
"Act"), reporting the beneficial ownership of shares of Common Stock
of AutoInfo, Inc. may be filed with the Securities and Exchange
Commission pursuant to Rule 13d-1(f)(1) under the Act on behalf of each
of the undersigned.
Dated: July 6, 1995
Ryback Management Corporation
/s/ Eric E. Ryback
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Eric E. Ryback, President
Lindner Investments
/s/ Eric E. Ryback
- ---------------------------
Eric E. Ryback, President
EXHIBIT 2
SETTLEMENT AGREEMENT dated as of June 22, 1995 between AutoInfo,
Inc. (the "Company"), Ryback Management Corporation ("Ryback"), Eric
C. Ryback ("ER") and Lawrence Callahan ("LC").
WHEREAS, on June 14, 1995, the Company commenced a lawsuit in
United States District Court for the District of Delaware against,
among others, Ryback, ER and LC (collectively, the "Ryback Defendants")
alleging that the Ryback Defendants violated Sections 13(d) and 13(g)
of the Securities and Exchange Act of 1934, as amended (the "Exchange
Act"; the "Litigation") and the Company and Ryback desire to settle the
Litigation;
WHEREAS in consideration for agreeing to settle the Litigation,
the Company and Ryback have agreed to enter into and abide by the terms
of this Agreement;
WHEREAS the Ryback Defendants deny all of the Company's
allegations of wrongful and/or unlawful conduct by the Ryback
Defendants, including, but not limited to, the allegations that the
Ryback Defendants violated Sections 13(d) and 13(g) of the Exchange
Act, but wish to avoid the expense and distraction of litigation;
NOW, THEREFORE, in consideration of the premises and of the
mutual covenants and agreements contained herein, the parties hereby
agree as follows:
<PAGE>
ARTICLE I
Representations
SECTION 1.1. Representations of the Company. The Company hereby
represents and warrants to Ryback that (i) the Company has the full
legal right, power and authority to enter into and perform this
Agreement, (ii) the execution and delivery, of this Agreement by the
Company and the consummation by it of the transactions contemplated
herein have been duly authorized by the Company, and (iii) this
Agreement constitutes the legal, valid and binding obligation of the
Company, enforceable against the Company in accordance with its terms.
SECTION 1.2. Representations of Ryback. Ryback hereby
represents and warrants to the Company that (i) Ryback has the full
legal right, power and authority to enter into and perform this
Agreement, (ii) the execution and delivery of this Agreement by Ryback
and the consummation by Ryback of the transactions contemplated herein
have been duly authorized by Ryback, (iii) this Agreement constitutes
the legal, valid and binding obligation of Ryback enforceable against
Ryback in accordance with its terms, (iv) on the date hereof, Ryback
is the beneficial owner of 1,142,850 shares of the Company's
outstanding common stock (713,000 of which are owned by the Lindner
Fund and 429,850 of which are owned by the Lindner Bulwark Fund) and
neither Ryback nor any affiliate or associate of Ryback beneficially
owns or will own any other securities of the Company or rights or
interests in any such securities, and (v) Ryback does not have any
agreements, arrangements or understandings with any person regarding
any possible stockholder proposal or proxy solicitation with respect
to the Company or with regard to the voting of any securities of the
Company.
SECTION 1.3. Representations of ER and LC, Each of ER and LC
hereby represents and warrants with respect to himself, individually
and not jointly, that on the date hereof, except with respect to the
securities specified in Section 1.2(iv) above, (i) neither ER nor LC
beneficially own any outstanding common stock of the Company or any
other securities of the Company or any rights or interest in any such
securities and (ii) neither ER nor LC is a party to any agreement,
arrangement or understanding with any person regarding any possible
stockholder proposal or proxy solicitation with respect to the Company
or with regard to the voting of any securities of the Company.
ARTICLE II
Standstill, Transfer, and Voting
SECTION 2.1. Standstill Provisions. (a) During the term of this
Agreement, unless specifically requested in writing in advance by the
Board of Directors of the Company (the "Board"), Ryback will not, and
will cause its affiliates and associates not to, alone or in concert
with others (and neither Ryback nor any affiliate or associate of
Ryback will advise, assist or encourage others to), directly or
indirectly:
(i) by purchase or otherwise, acquire, or agree to
acquire, ownership (including, but not limited to, beneficial
ownership) of any shares of Common Stock of the Company, including
securities convertible into Common Stock, or direct or indirect rights
or options to acquire such ownership;
<PAGE>
(ii) make any public announcement with respect to, or
submit any proposal for, the acquisition of beneficial ownership of
Common Stock (or securities convertible into Common Stock or direct or
indirect rights or options to acquire such beneficial ownership), or
for or with respect to any extraordinary transaction or merger,
consolidation, sale of substantial assets or business combination
involving the Company or any of its affiliates,
(iii) make, or in any way participate in, any
"solicitation" of "proxies" (as such terms are defined or used in
Regulation 14A under the Exchange Act) or become a "participant" in any
"election contest" (as such terms are defined or used in Rule 14a-11
under the Exchange Act) to vote, or seek to advise or influence any
person or entity with respect to the voting of, any voting securities
of the Company or any of its affiliates;
(iv) form, join or in any way participate in a "group" (as
such term is used in Section 13d(3) of the Exchange Act) to take any
action otherwise prohibited by the terms of this Agreement;
(v) initiate or propose any stockholder proposals for
submission to a vote of stockholders, whether by action at a
stockholder meeting or by written consent, with respect to the Company
or any of its affiliates or propose any person for election to the
Board of Directors or any of its affiliates or propose the removal of
any member of the Board of Directors or any of its affiliates;
(vi) otherwise seek to control the management or policies
of the Company or any of its affiliates, including, without limitation,
taking any action to seek to obtain representation on the Board of
Directors or any of its affiliates;
(vii) institute, prosecute or pursue against the Company
(or any of its officers, directors, representatives, trustees,
employees, attorneys, advisors, agents, affiliates or associates) (a)
any claim with respect to any action hereafter duly approved the
Company's Board of Directors or (b) any claim on behalf of a class of
the, Company's security holders,
(viii) disclose to any third party, or make any filing
under the Exchange Act (including, without limitation, under Section
13(d) thereof) disclosing, any intention, plan or arrangement
inconsistent with the foregoing;
(ix) publicly oppose any duly authorized Board of Director
action or recommendation;
(x) initiate any communication with any customer or
supplier of the Company or any other person which does or is
contemplating doing business or entering into a transaction with the
Company with a view interfering or otherwise adversely affecting the
relationship between the Company and or the applicable customer,
supplier or other person;
(xi) enter into any discussions, negotiations,
arrangements or understandings with any third party with respect to any
of the foregoing; or
(xii) request the Company (or its directors, officers,
employees or agents) to amend or waive any provision of this Agreement
(including without limitation this Section 2.1(a)) or otherwise seek
any modification to or waiver of any of the agreements or obligations
<PAGE>
of Ryback, or any of its affiliates or associates., under this
Agreement.
SECTION 2.2. Transfers. (a) During the term of this Agreement,
Ryback will not and will cause its associates and affiliates not to,
transfer, assign, pledge, sell, hypothecate or otherwise dispose (a
"disposition") of any capital stock of the Company owned by it, except
if all of the following conditions are satisfied with respect to such
disposition:
(i) the applicable disposition together with all other
dispositions for the account of Ryback and its associates and
affiliates during the one month period immediately preceding the date
of such disposition does not exceed one percent of the common stock
outstanding of the Company, as shown on the most recent applicable
report or statement published by the Company;
(ii) such disposition shall be by means of a "broker's
transaction" within the meaning of rule 144(g) under the Securities Act
of 1933, as amended; and
(iii) with respect to any such disposition, the seller
shall instruct its broker that such broker shall make due inquiry and
shall not make the disposition to any person (including any agent of
such person) if Ryback and/or its affiliates or associates or such
broker knows, or has reason to believe, that such person, together with
such persons, affiliates and associates, owns, collectively (with its
associates and affiliates), or, will own, collectively (with its
associates and affiliates), upon consummation of the disposition, 3%
or more of the outstanding common stock of the Company as shown on the
most recent applicable report or statement published by the Company.
Notwithstanding the foregoing, any disposition by the Lindner Bulwark
Fund after the second anniversary of this Agreement shall not require
satisfaction of the condition specified in clause (i) of this Section
2.2(a).
(b) Any transfer of shares of the Common Stock in violation of
this Section 2.2 may be suspended on the books of the Company.
SECTION 2.3 Voting. With respect to each matter submitted to
the stockholders of the Company for a vote, during the term of this
Agreement, whether at a meeting or pursuant to any consent of
shareholders, including, without limitation, any matter submitted to
the stockholders of the Company relating to the election or removal of
directors, Ryback agrees to, and agrees to cause its affiliates and
associates to, vote (whether by proxy or otherwise) all shares of
Common Stock owned by Ryback and/or any of its affiliates and
associates in accordance with the applicable duly authorized
recommendation of the Board of Directors; provided, however, that, with
respect to any recommendation relating to the election or removal of
directors, if, assuming such recommendation were adopted by the
stockholders of the Company, less than a majority of all directors
constituting the Board would be "outside directors", as defined in
Section 4.9, Ryback and its associates and affiliates shall vote their
shares in the same proportion as the votes of all other outstanding
voting securities of the Company voting on such applicable matter.
<PAGE>
ARTICLE III
Dismissal of Litigation and Releases
SECTION 3.1. Dismissal of Litigation. AutoInfo, Inc. shall, as
soon as practicable, dismiss without prejudice, the Litigation against
the Ryback Defendants and shall withdraw all of its outstanding
discovery requests to the Ryback Defendants including the First Request
for Production of Documents dated June 15, 1995, the First Set of
Interrogatories dated June 15, 1995 and the First Notice of Depositions
dated June 19, 1995.
SECTION 3.2. Release of Ryback Defendants. Subject to Section
3.4, the Company hereby forever releases, discharges and acquits the
Ryback Defendants and each of their past, present or future parent and
subsidiary corporations, affiliates, stockholders, agents, successors,
assigns, directors, employees, representatives, attorneys, spouses,
marital communities, next of kin, heirs, executors and administrators
from and against any and all claims, demands, judgments, actions and
causes of actions, suits, debts, dues, sums of money, accounts,
reckoning, bonds, bills, specialties, covenants, contracts,
controversies, agreements, promises, variances, trespasses, damages,
judgments, extents, executions, claims and demands whatsoever in law,
admiralty or equity, which AutoInfo, Inc. and/or any of its parent
companies, subsidiaries, heirs, executors, administrators, successors,
agents, affiliates and assigns ever had, now have or hereafter can,
shall or may have against the Ryback Defendants, for, upon, or by
reason of any matter, cause or thing whatsoever from the beginning of
the world to the date of this Agreement.
SECTION 3.3. Release of the Company. The Ryback Defendants,
individually and jointly, hereby forever release, discharge and acquit
AutoInfo, Inc. and its past, present and future parent and subsidiary
corporations, affiliates, agents, successors, assigns, directors,
employees, representatives, attorneys, spouses, marital communities,
next of kin, heirs, executors and administrators from and against any
and all claims, demands, judgments, actions and causes of action,
suits, debts, dues, sums of money, accounts, reckoning, bonds, bills,
specialties, covenants, contracts, controversies, agreements, promises,
variances, trespasses, damages, judgments, extents, executions, claims
and demands whatsoever, in law, admiralty or equity, which any of the
Ryback Defendants, and/or any of their parent companies, subsidiaries,
officers, directors, employees, heirs, executors, administra- tors,
successors, agents, affiliates and assigns ever had, now have or
hereafter can, shall or may have against AutoInfo, Inc. for, upon, or
by reason of any matter, cause or thing whatsoever from the beginning
of the world to the date of this Agreement.
SECTION 3.4. Non Released Claims. It is further agreed and
understood that (a) the above general release does not pertain to, or
affect, the parties' obligations and rights under this Agreement and
that all parties reserve all rights to enforce the obligations set
forth in this Agreement and (b) that should any part of this Agreement
be preliminarily or permanently adjudicated to be invalid by any court
or, in the event Ryback shall fail to comply with the provisions of
this Agreement for any reason whatsoever, the releases contained herein
shall be deemed null and void.
<PAGE>
ARTICLE IV
Miscellaneous
SECTION 4.1. Fees and Expenses. Each party hereto shall pay the
fees and expenses of its investment banking advisors, attorneys,
accountants and other advisors, if any, and all other expenses incurred
by such party incident to the negotiation, preparation, execution,
delivery and performance of this Agreement.
SECTION 4.2. Severability. Except as provided in Section 3.4
above, if any term, provision, covenant or restriction of this
Agreement is held by a court of competent jurisdiction to be invalid,
void or unenforceable, the remainder of the terms, provisions,
covenants and restrictions of this Agreement shall remain in full force
and effect.
SECTION 4.3. Legend. Ryback will, and will cause its affiliates
and associates to, present or cause to be presentedpromptly all
certificates, to the extent such certificates are in existence on the
date hereof or from time to time, evidencing shares of Common Stock
owned by Ryback and/or its affiliates and associates for the placement
thereon of the following legend, which legend will remain on such
certificates until such time as the shares represented by such
certificates are no longer subject to the restrictions of this
Agreement:
THIS SECURITY IS SUBJECT TO THE PROVISIONS OF THE SETTLEMENT
AGREEMENT DATED AS OF JUNE 22,1995, AMONG THE ISSUER AND RYBACK
MANAGEMENT CORPORATION AND MAY NOT BE SOLD OR TRANSFERRED EXCEPT
IN ACCORDANCE THEREWITH. A COPY OF SUCH SETTLEMENT AGREEMENT IS
ON FILE AT THE OFFICE OF THE CORPORATE SECRETARY OF THE ISSUER
AND WILL BE FURNISHED TO ANY PERSON UPON REQUEST.
SECTION 4.4. Specific Enforcement; No Right to Consent to
Jurisdiction. (a) The Company, ER, LC and Ryback acknowledge and agree
that irreparable damage would occur in the event that any of the
provisions of this Agreement was not performed in accordance with its
specific terms or was otherwise breached. It is accordingly agreed
that the parties hereto shall be entitled to an injunction or
injunctions to prevent or cure breaches of the provisions of this
Agreement and to enforce specifically the terms and provisions hereof,
this being in addition to any other remedy to which they may be
entitled by law or equity.
(b) The parties hereto further agree that they shall not be
permitted or have the right to terminate or suspend performance of any
provision of this Agreement, it being agreed that all provisions of
this Agreement shall continue and be specifically enforceable in all
events and under all circumstances regardless of any events,
occurrences, actions or omissions before or after the date hereof. In
furtherance of the foregoing the parties hereto agree that they shall
not be permitted to, and shall not, bring any claim seeking to
terminate or suspend performance of any provision of this Agreement or
seeking any determination that any provision of this Agreement
(including, without limitation, this Section 4.4) is invalid,
inapplicable or unenforceable.
(c) Each of the parties hereto irrevocably and unconditionally
submits to the exclusive jurisdiction of (a) the Chancery Court of the
State of Delaware, New Castle County, (b) the Superior Court of the
State of Delaware, New Castle County, and (c) the United States
<PAGE>
District Court for the District of Delaware, for the purposes of any
suit, action or other proceeding arising out of this Agreement or any
transaction contemplated hereby. Each of the parties hereto agrees to
commence any action, suit or proceeding relating hereto in the Chancery
Court of the State of Delaware, New Castle County, or if such suit,
action or other proceeding may not be brought in such court for
jurisdictional reasons, either in the Superior Court of the State of
Delaware, New Castle County or in the United States District Court for
the District of Delaware. Each party hereto further agrees that
service of any process, summons, notice or document by U.S. registered
mail to such party's respective address set forth below shall be
effective service of process for any action, suit or proceeding brought
in any such court with respect to any matters to which it has submitted
to jurisdiction in this Section 4.4(c). Each party hereto irrevocably
and unconditionally waives any objection to the laying of venue of any
action, suit or proceeding arising out of this Agreement or the
transactions contemplated hereby in (i) the Chancery Court of the State
of Delaware, New Castle County, (ii) the Superior Court of the State
of Delaware, New Castle County, or (iii) the United States District
Court for the District of Delaware, and hereby further irrevocably and
unconditionally waives and agrees not to plead or claim in any such
court that any such action, suit or proceeding brought in any such
court has been brought in an inconvenient forum.
SECTION 4.5. Entire Agreement. This Agreement contains the
entire understanding of the parties with respect to the matters covered
hereby and this Agreement may be amended only by an agreement in
writing executed by the parties hereto.
SECTION 4.6. Notices. Any notice or other communication
required or permitted to be given hereunder shall be in writing and
shall be effective (a) when personally delivered or delivered by telex
(with correct answer-back received) or telecopy on a business day
during normal business hours at the address or number designated below
or (b) on the business day following the date of mailing by overnight
courier, fully prepaid, addressed to such address, whichever shall
first occur. The addresses for such communications shall be:
If to the Company:
AutoInfo, Inc.
1600 Route 208
Fair Lawn, New Jersey 07410
Attn.: Scott Zecher
Facsimile: (201) 703-0500
Confirmation: (201) 703-1777
with a copy to:
Dreyer and Traub LLP
101 Park Avenue
New York, New York 10178
Attn.: Kenneth S. Rose, Esq.
Facsimile: (212) 984-6262
Confirmation: (212) 984-6126
and
Fried, Frank, Harris, Shriver & Jacobson
One New York Plaza
New York, New York 10004
Attn.: Douglas Flaum, Esq.
Facsimile: (212) 859-8259
Confirmation: (212) 859-4000
If to Ryback, ER or LC:
Ryback Management Corporation
7711 Carondelet Avenue, Suite 700
St. Louis, Missouri 63105
Ann: Lawrence Callahan
Facsimile: (314) 727-3866
Confirmation: (314) 727-5305 (x2l9)
with a copy to:
Dykema Gossett PLLC
400 Renaissance Center
Detroit, Michigan 48243
Attn.: Paul R. Rentenbach
Facsimile: (313) 568-6832
Confirmation: (313) 569-6973
Any party hereto may from time to time change its address for notices
under this Section 4.6 by giving at least 10 days' notice of such
changed address to the other parties hereto.
SECTION 4.7. Waivers. No waiver by either party of any breach
of any provision hereof shall be deemed to be a continuing waiver in
the future thereof or a waiver of any other provision hereof, nor shall
any delay or omission of any party to exercise any right hereunder in
any manner impair the exercise of any such right accruing to it
thereafter.
SECTION 4.8. Certain Understandings. The Company understands
and agrees that this Settlement Agreement and the consideration given
in exchange therefor by the Ryback Defendants do not constitute and are
not to be construed as an admission of liability or wrongdoing of any
kind on the part of the Ryback Defendants, by whom all liability and
wrongdoing are denied.
SECTION 4.9. Construction. The headings of the Articles,
Sections and paragraphs of this Agreement are inserted for convenience
only and shall not be deemed to constitute part of this Agreement or
to effect the construction hereof. All section and article references
are to this Agreement, unless otherwise expressly provided. As used
in this Agreement (i) "hereof", "hereunder", "herein" and words of like
impact shall be deemed to refer to this Agreement in its entirety and
not just a particular section of this agreement, (ii) "beneficially
own" shall have the meaning of such term within Rule 13d-3 (as such
rule is currently in effect) under the Exchange Act, (iii) "affiliate"
and "associate" shall each have the meaning of such terms within Rule
12b-2 (as such rule is currently in effect) under the Exchange Act, and
(iv) "outside director" shall mean a director who is not also an
officer and/or employee of the Company.
SECTION 4.10. Successors and Assigns. This Agreement shall be
binding upon and inure to the benefit of the parties hereto and their
successors and legal representatives. No party hereto shall assign
this Agreement or any rights hereunder without the prior written
consent of the other parties hereto.
SECTION 4.11. Governing Law. This Agreement shall be governed
by and construed and enforced in accordance with the internal laws of
the State of Delaware without regard to the principles of conflict of
laws.
<PAGE>
SECTION 4.12. Termination. This Agreement shall terminate on
the fifth anniversary of the date hereof.
SECTION 4.13. Counterparts. This Agreement may be executed in
counterparts each of which shall be deemed an original and, all of
which, when taken together, shall constitute one Agreement.
IN WITNESS WHEREOF, the parties hereto have executed this
Agreement or have caused this Agreement to be duly executed by their
respective authorized officers as of the date hereof.
AUTOINFO, INC.
By: /s/ Scott Zecher
---------------------------
Name: Scott Zecher
Title: President and Chief
Executive Officer
RYBACK MANAGEMENT CORPORATION
By: /s/ Eric E. Ryback
----------------------
Name: Erick E. Ryback
Title: President
/s/ Eric E. Ryback
------------------
Eric E. Ryback
/s/ Lawrence Callahan
---------------------
Lawrence Callahan
Approved as to Form Only
FRIED, FRANK, HARRIS, SHRIVER & JACOBSON
By:/s/ Paul Reinstein
------------------
Paul Reinstein
Counsel for AutoInfo, Inc.
Dykema Gossett
By:/s/ Derek I. Meier
------------------
Derek I. Meier
Counsel for Ryback Management
Corporation, Eric E. Ryback and Lawrence Callahan
