SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
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SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 6)(1)
AUTOINFO, INC.
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(Name of issuer)
COMMON STOCK, $.01 PAR VALUE
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(Title of class of securities)
052777109
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(CUSIP number)
WARREN G. LICHTENSTEIN
STEEL PARTNERS II, L.P.
750 Lexington Avenue - 27th Floor
New York, New York 10022
(212) 446-5217
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(Name, address and telephone number of person
authorized to receive notices and communications)
September 16, 1996
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(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
/ /.
Check the following box if a fee is being paid with the statement o. (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.
(Continued on following pages)
(Page 1 of 9 Pages)
Exhibit Index on Page 7
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(1) 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 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).
<PAGE>
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1 NAME OF REPORTING PERSONS
S.S. OR I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS
STEEL PARTNERS II, L.P.
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2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) / /
(b) / /
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3 SEC USE ONLY
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4 SOURCE OF FUNDS*
PF
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5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEM 2(d) OR 2(e) / /
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6 CITIZENSHIP OR PLACE OR ORGANIZATION
DELAWARE
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NUMBER OF 7 SOLE VOTING POWER
SHARES
BENEFICIALLY 1,126,000
OWNED BY
EACH
REPORTING
PERSON WITH
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8 SHARED VOTING POWER
-0-
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9 SOLE DISPOSITIVE POWER
1,126,000
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10 SHARED DISPOSITIVE POWER
-0-
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11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING
PERSON
1,126,000
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12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES* / /
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13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
14.2%
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14 TYPE OF REPORTING PERSON*
PN
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*SEE INSTRUCTIONS BEFORE FILLING OUT!
<PAGE>
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1 NAME OF REPORTING PERSONS
S.S. OR I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS
WARREN G. LICHTENSTEIN
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2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) / /
(b) / /
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3 SEC USE ONLY
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4 SOURCE OF FUNDS*
PF
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5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEM 2(d) OR 2(e) / /
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6 CITIZENSHIP OR PLACE OR ORGANIZATION
USA
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NUMBER OF 7 SOLE VOTING POWER
SHARES
BENEFICIALLY 1,126,100
OWNED BY
EACH
REPORTING
PERSON WITH
---------------------------------------------------------------
8 SHARED VOTING POWER
-0-
---------------------------------------------------------------
9 SOLE DISPOSITIVE POWER
1,126,100
---------------------------------------------------------------
10 SHARED DISPOSITIVE POWER
-0-
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11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING
PERSON
1,126,100
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12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES* / /
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13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
14.2%
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14 TYPE OF REPORTING PERSON*
IN
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*SEE INSTRUCTIONS BEFORE FILLING OUT!
<PAGE>
This constitutes Amendment No. 6 ("Amendment No. 6") to the
Schedule 13D filed by the undersigned on February 17, 1995, as amended (the
"Schedule 13D"). This Amendment No. 6 amends or supplements the Schedule 13D as
specifically set forth.
Item 2 is amended in its entirety to read as follows:
Item 2. IDENTITY AND BACKGROUND.
This Schedule 13D is filed by Steel Partners II, L.P., a Delaware
limited partnership ("Steel") and Warren G. Lichtenstein.
Steel Partners, L.L.C., a Delaware limited liability company
("Partners LLC") is the general partner of Steel. Pursuant to an agreement dated
as of July 1, 1996 by and between Warren Lichtenstein and Lawrence Butler,
Warren Lichtenstein became the sole executive officer and managing member of
Partners LLC. Mr. Lichtenstein serves as Chairman of the Board, Chief Executive
Officer and Secretary of Partners LLC. Prior to July 1, 1996, Lawrence Butler
was a Managing Member and executive officer of Partners LLC along with Warren
Lichtenstein. Accordingly, Lawrence Butler is no longer a Reporting Person.
Pursuant to this Amendment No. 6, the AutoInfo Stockholders
Committee and Jack Howard are no longer Reporting Persons.
The principal business of Steel is investing in the securities of
micro-cap companies. The principal business of Mr. Lichtenstein is investing in
securities of micro-cap companies. The principal business address of Steel, Mr.
Lichtenstein and Partners LLC is 750 Lexington Avenue, 27th Floor, New York, New
York 10022. Mr. Lichtenstein is a citizen of the United States of America.
During the past five years, none of Steel, Warren G. Lichtenstein,
or Partners LLC has been convicted in a criminal proceeding (excluding traffic
violations or similar misdemeanors) or has been a party to a civil proceeding of
a judicial or administrative body of competent jurisdiction and as a result of
which proceeding such 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.
<PAGE>
Item 4 is supplemented to read as follows:
Item 4. PURPOSE OF TRANSACTION.
On September 16, 1996, Warren Lichtenstein, on behalf of Steel,
sent the letter attached hereto as Exhibit E to the Board of Directors of the
Company.
Item 5(a) is amended to read in its entirety as follows:
Item 5. Interest in Securities of the Issuer.
(a) The aggregate percentage of Shares reported owned by each
person named herein is based upon 7,954,752 Shares outstanding, which is the
total number of Shares outstanding as reported in the Company's Quarterly Report
on Form 10-Q for the quarter ended June 30, 1996.
As of the close of business on September 16, 1996:
Steel beneficially owns 1,126,000 Shares of Common Stock,
constituting approximately 14.2% of the Shares outstanding. Mr. Lichtenstein
beneficially owns 1,126,100 Shares of Common Stock representing approximately
14.2% of the Shares outstanding, by virtue of his authority to vote and dispose
of the 1,126,000 Shares owned by Steel. Mr. Lichtenstein has sole voting and
dispositive power with respect to the 100 Shares owned by him. All of such
Shares acquired by Steel and Mr. Lichtenstein were acquired in open-market
transactions.
Item 7. MATERIAL TO BE FILED AS EXHIBITS.
Exhibit E - Letter from Warren Lichtenstein to the Board of
Directors of the Issuer, dated September 16, 1996.
<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: September 17, 1996
STEEL PARTNERS II, L.P.,
By: STEEL PARTNERS, L.L.C.,
general partner
By: /S/ WARREN G. LICHTENSTEIN
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Warren G. Lichtenstein,
Chief Executive Officer
/S/ WARREN G. LICHTENSTEIN
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Warren G. Lichtenstein
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EXHIBIT INDEX
PAGE
EXHIBIT
A Form of Agreement of Limited Partnership,
of Steel Partners II, L.P. (previously
filed).
B Joint Filing Agreement among Steel,
Warren G. Lichtenstein, Lawrence Butler
and Jack L. Howard. (previously filed).
C Letter from counsel to AutoInfo
Stockholders Committee to counsel to the
Company dated May 1, 1995. (previously
filed).
D Press Release dated June 27, 1995.
(previously filed).
E Letter from Warren Lichtenstein to the 8
Board of Directors of the Issuer, dated
September 16, 1996.
EXHIBIT E
September 16, 1996
Andrew Gaspar
R.S. Lauder, Gaspar & Co., L.P.
767 Fifth Avenue
Suite 4200
New York, NY 10153
Dear Andrew:
As you know Steel Partners II, L.P. ("Steel") has been AutoInfo's largest
shareholder since February 1995. At the time of our purchase the stock was
trading at $3.35 which was at a discount to the Company's net cash and its book
value. Since that time, we have patiently waited for the market price of the
common shares to increase to its intrinsic value. Unfortunately, the reverse has
happened and the stock is currently selling at $2.00 per share.
Since AutoInfo purchased Falk Financial earlier this year we have spent a
considerable amount of time reviewing the sub-par auto finance business and feel
we have a good understanding of the risks and potential of this industry.
Additionally, after speaking with Scott Zecher, I now have a clear understanding
of where the board would like to take the company. Consequently, we feel
AutoInfo is trading at a substantial discount to its intrinsic value which we
estimate at no less than $3.90 per share (June 1996 book value per share).
We believe that the market price of the Company's stock has not reflected, and
does not reflect, its potential value and wish to be able to purchase additional
shares without any risk of triggering the Company's "poison pill". Accordingly,
we request that the Company's Board of Directors make a determination to amend
the rights agreement to allow us to increase our position to greater than 15% -
or alternatively to remove the poison pill entirely. We would be agreeable to
addressing any concerns the Company might have as a result of the redemption of
the poison pill.
Our current stockholdings and our request to be able to increase our holdings
reflects our confidence and belief that significant value could be realized for
the benefit of all stockholders. Consequently, we believe it is incumbent upon
you at a minimum, to grant the requested amendment.
We believe that the low market price has been very disappointing to all of the
stockholders and that it's the board's fiduciary duty and obligation to
immediately embark on a mission and strategy to increase stockholder value. We
would like to work with the Board in this endeavor.
<PAGE>
With the stock price at $2.00 we think one of the best uses of the company's
cash would be to make an investment in it's own shares through a stock
repurchase program. We urge the board to immediately authorize and implement a
formal stock buyback plan as a way to enhance stockholder value.
We look forward to hearing back from you shortly.
Sincerely,
/s/ Warren Lichtenstein
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Warren Lichtenstein
cc: Board of Directors
