<PAGE>
SCHEDULE 14A INFORMATION
Proxy Statement Pursuant to Section 14(a) of the Securities
Exchange Act of 1934 (Amendment No. )
Filed by the Registrant [ ]
Filed by a Party other than the Registrant [X]
Check the appropriate box:
[ ] Preliminary Proxy Statement
[ ] Confidential, for Use of the Commission Only (as permitted by
Rule 14a-6(e)(2))
[ ] Definitive Proxy Statement
[X] Definitive Additional Materials
[ ] Soliciting Material Pursuant to Section 240.14a-11(c) or
Section 240.14a-12
AUTOINFO, INC.
.................................................................
(Name of Registrant as Specified In Its Charter)
AUTOINFO STOCKHOLDERS COMMITTEE
.................................................................
(Name of Person(s) Filing Proxy Statement, if other than the Registrant)
Payment of Filing Fee (Check the appropriate box):
[ ] $125 per Exchange Act Rules 0-11(c)(1)(ii), 14a-6(i)(1),
14a-6(i)(2) or Item 22(a)(2) of Schedule 14A.
[X] $500 per each party to the controversy pursuant to Exchange
Act Rule 14a-6(i)(3).
[ ] Fee computed on table below per Exchange Act Rules
14a-6(i)(4) and 0-11.
1) Title of each class of securities to which transaction
applies:
.................................................................
2) Aggregate number of securities to which transaction
applies:
.................................................................
3) Per unit price or other underlying value of transaction
computed pursuant to Exchange Act Rule 0-11 (Set forth the
amount on which the filing fee is calculated and state how it was
determined):
.................................................................
4) Proposed maximum aggregate value of transaction:
.................................................................
5) Total fee paid:
.................................................................
[X] Fee paid previously with preliminary materials.
[ ] Check box if any part of the fee is offset as provided by
Exchange Act Rule 0-11(a)(2) and identify the filing for
which the offsetting fee was paid previously. Identify the
previous filing by registration statement number, or the
Form or Schedule and the date of its filing.
1) Amount Previously Paid:
.................................................................
2) Form, Schedule or Registration Statement No.:
.................................................................
3) Filing Party:
.................................................................
4) Date Filed:
.................................................................
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THE AUTOINFO SHAREHOLDERS COMMITTEE
750 LEXINGTON AVENUE NEW YORK, NY 10022
June 21, 1995
DEAR FELLOW AUTOINFO SHAREHOLDER:
The AutoInfo Shareholders Committee is the Company's largest shareholder,
owning 1,105,400 common shares or about 14.3% of the Company. The Committee was
formed in response to the Company's adoption of a 'Poison Pill' and our lack of
confidence in the current Board's and management's ability to maximize
shareholder value.
The Committee is seeking your written consent on the enclosed WHITE consent
card to:
REMOVE THE CURRENT MEMBERS OF AUTOINFO'S BOARD OF DIRECTORS AND REPLACE
THEM WITH THE COMMITTEE'S SIX WELL-QUALIFIED NOMINEES.
amend the By-laws to provide that any acquisition by the Company where the
consideration exceeds 50% of the Company's assets will be subject to
approval by a majority of the Company's stockholders.
If elected, the Committee's nominees would also seek to use its best
efforts TO RESCIND OR OTHERWISE NULLIFY THE POISON PILL adopted by the Board on
March 30 and to expand the Board to allow for representation by major
stockholders.
YOU SHOULD BE AWARE OF THE TACTICS YOUR
BOARD HAS EMPLOYED TO DEPLETE CORPORATE ASSETS
We have become extremely concerned by the following self-entrenching
decisions that the Board has taken over the past several months. These include
the:
ISSUANCE OF STOCK OPTIONS TO SCOTT ZECHER AND WILLIAM WUNDERLICH, THE
COMPANY'S CEO AND CFO, RESPECTIVELY.
APPROVAL OF A NONRECOURSE, INTEREST FREE LOAN TO SCOTT ZECHER OF NEARLY
$500,000 FOR USE TO PURCHASE COMPANY STOCK.
ADOPTION OF LUCRATIVE 'GOLDEN PARACHUTE' SEVERANCE AGREEMENTS FOR SCOTT
ZECHER AND WILLIAM WUNDERLICH.
ADOPTION OF A 'POISON PILL' SHAREHOLDERS' RIGHTS PLAN WHICH PREVENTS ANY
SHAREHOLDER FROM ACQUIRING MORE THAN 15% OF THE COMPANY WITHOUT APPROVAL
FROM THE BOARD.
FILING OF A FRIVOLOUS LAWSUIT AGAINST THE COMPANY'S TWO LARGEST
SHAREHOLDERS, EACH OF WHICH OWN APPROXIMATELY 15% OF THE COMPANY'S STOCK,
A CLEAR WASTE OF CORPORATE ASSETS DESIGNED ONLY TO FURTHER ENTRENCH
MANAGEMENT.
In our view, by these actions management has sought to insulate itself from
independent stockholder action, including attempts by stockholders to maximize
stockholder value.
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MANAGEMENT HAS NO CLEAR STRATEGY FOR ITS ONLY SIGNIFICANT ASSET
As you know, the Company received approximately $29,000,000 in cash and net
proceeds from the ADP sale. BASED UPON THEIR PAST PERFORMANCE, WE HAVE NO
CONFIDENCE IN THE CURRENT MANAGEMENT'S ABILITY TO PROFITABLY INVEST THIS
CASH -- WHICH IS THE COMPANY'S PRINCIPAL ASSET. Further, management appears to
have no clear strategy for its use: to our knowledge, they have neither
identified any specific businesses or industries for possible investment, nor
have they made any commitments to submit any proposed transactions for approval
by stockholders.
OUR GOAL IS TO MAXIMIZE THE VALUE OF YOUR AUTOINFO INVESTMENT
Our shareholder group is committed to providing AutoInfo shareholders with
a chance to determine if your current Board or the Committee's nominees should
have an opportunity to maximize the Company's assets. We invite you to read our
enclosed consent statement carefully, which contains further details about the
reasons for our solicitation and the backgrounds of our nominees.
OUR SLATE HAS SUBSTANTIAL EXPERIENCE IN FINANCE, BANKING, OPERATIONS,
MANUFACTURING AND SERVICE BUSINESSES. BASED ON OUR RECORDS OF SUCCESS AND
ACHIEVEMENT, WE BELIEVE WE ARE HIGHLY QUALIFIED TO PROMPTLY PURSUE ALTERNATIVES
DESIGNED TO MAXIMIZE STOCKHOLDER VALUE.
VOTE YOUR WHITE CONSENT CARD TODAY
Please mark, sign, date and mail the Committee's WHITE consent card in the
enclosed postage-paid envelope provided.
If you have questions or comments, please call the Committee directly at
(212) 446-5217 or call MacKenzie Partners, Inc., which is assisting the
Committee with this transaction, toll-free at (800) 322-2885. We would be
pleased to discuss our slate and plans for the Company with you or to assist you
in making sure your consent is received.
We appreciate your consideration of our slate and plans for AutoInfo, Inc.
Sincerely,
WARREN LICHTENSTEIN
WARREN LICHTENSTEIN
If you have questions or need assistance in giving your consent please contact:
MACKENZIE PARTNERS, INC.
156 Fifth Avenue
New York, New York 10010
(212) 929-5500 (call collect)
or
CALL TOLL-FREE (800) 322-2885
