SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
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SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 7)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)
STEVEN WOLOSKY, ESQUIRE
OLSHAN GRUNDMAN FROME & ROSENZWEIG LLP
505 Park Avenue
New York, New York 10022
(212) 753-7200
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(Name, address and telephone number of person
authorized to receive notices and communications)
May 7, 1997
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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
/ /.
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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CUSIP No. 052777109 13D Page 2 of 9 Pages
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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 1,133,500
OWNED BY
EACH
REPORTING
PERSON WITH
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8 SHARED VOTING POWER
-0-
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9 SOLE DISPOSITIVE POWER
1,133,500
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10 SHARED DISPOSITIVE POWER
-0-
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11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING
PERSON
1,133,500
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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)
14.1%
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14 TYPE OF REPORTING PERSON*
PN
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*SEE INSTRUCTIONS BEFORE FILLING OUT!
<PAGE>
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CUSIP No. 052777109 13D Page 3 of 9 Pages
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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*
OO
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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 1,133,600
OWNED BY
EACH
REPORTING
PERSON WITH
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8 SHARED VOTING POWER
-0-
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9 SOLE DISPOSITIVE POWER
1,133,600
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10 SHARED DISPOSITIVE POWER
-0-
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11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING
PERSON
1,133,600
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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)
14.1%
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14 TYPE OF REPORTING PERSON*
IN
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*SEE INSTRUCTIONS BEFORE FILLING OUT!
<PAGE>
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CUSIP No. 052777109 13D Page 4 of 9 Pages
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This constitutes Amendment No. 7 ("Amendment No. 7") to the
Schedule 13D filed by the undersigned on February 17, 1995, as amended (the
"Schedule 13D"). This Amendment No. 7 amends or supplements the Schedule 13D as
specifically set forth.
Item 2 is amended to read in its entirety as follows:
Item 2. Identity and Background.
------------------------
(a) This Statement is filed by Steel Partners II, L.P., a
Delaware limited partnership ("Steel Partners II") and Warren G.
Lichtenstein.
Steel Partners, L.L.C., a Delaware limited liability company
("Partners LLC") is the general partner of Steel Partners II. The sole executive
officer and managing member of Partners LLC is Warren Lichtenstein, who is
Chairman of the Board, Chief Executive Officer and Secretary.
Each of the foregoing are referred to as a "Reporting Person"
and collectively as the "Reporting Persons". By virtue of his position with
Steel Partners II, Mr. Lichtenstein has the power to vote and dispose of the
Issuer's Shares owned by Steel Partners II. Accordingly, the Reporting Persons
are hereby filing a joint Schedule 13D.
(b) The principal business address of each Reporting Person is
750 Lexington Avenue, 27th Floor, New York, New York 10022.
(c) The principal business of Steel Partners II is investing
in the securities of microcap companies. The principal occupation of Mr.
Lichtenstein is investing in securities of microcap companies.
(d) No Reporting Person has, during the last five years, been
convicted in a criminal proceeding (excluding traffic violations or similar
misdemeanors).
(e) No Reporting Person has, during the last five years, been
party to a civil proceeding of a judicial or administrative body of competent
jurisdiction and as a result of such proceeding 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) Mr. Lichtenstein is a citizen of the United States of
America.
<PAGE>
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CUSIP No. 052777109 13D Page 5 of 9 Pages
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Item 3 is amended to read in its entirety as follows:
Item 3. Source and Amount of Funds or Other Consideration.
--------------------------------------------------
The aggregate purchase price of the 1,133,500 Shares owned by
Steel Partners II is $3,927,907. The Shares owned by Steel Partners II were
acquired with partnership funds.
The aggregate purchase price for the 100 Shares owned by
Warren Lichtenstein is $363.00. The Shares owned by Mr. Lichtenstein were
acquired with his personal funds.
Item 4 is supplemented to read as follows:
Item 4. Purpose of Transaction.
-----------------------
On May 7, 1997, Warren Lichtenstein, on behalf of Steel
Partners II, sent the letter attached hereto as Exhibit F to Andrew Gaspar,
Chairman of the Board of Directors of the Issuer.
Items 5(a), (b) and (d) are amended to read in their entirety
as follows:
Item 5. Interest in Securities of the Issuer.
-------------------------------------
(a) The aggregate percentage of Shares of Common Stock
reported owned by each person named herein is based upon 8,018,752 Shares
outstanding, which is the total number of Shares of Common Stock outstanding as
reported in the Issuer's Form 10-K for the twelve months ended December 31,
1996. As of the close of business on May 9, Steel Partners II beneficially owns
1,133,500 Shares of Common Stock, constituting approximately 14.1% of the Shares
outstanding. Mr. Lichtenstein beneficially owns 1,133,600 Shares, representing
approximately 14.1% of the Shares outstanding, by virtue of his authority to
vote and dispose of the 1,133,500 Shares owned by Steel Partners II.
(b) By virtue of his position with Steel Partners II, Mr.
Lichtenstein has the sole power to vote and dispose of the Shares reported in
the Schedule 13D.
(d) No person other than the Reporting Persons is known to
have the right to receive, or the power to direct the receipt of dividends from,
or to the proceeds from, the sale of such Shares of Common Stock.
Item 7 is supplemented to read as follows:
Item 7. Material to be filed as Exhibits.
---------------------------------
Exhibit F - Letter from Warren Lichtenstein to Andrew
Gaspar, Chairman of the Board of Directors of
the Issuer, dated May 6, 1997.
<PAGE>
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CUSIP No. 052777109 13D Page 6 of 9 Pages
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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 9, 1997
STEEL PARTNERS II, L.P.,
By: STEEL PARTNERS, L.L.C.,
general partner
By: /s/ Warren G. Lichtenstein
------------------------------
Warren G. Lichtenstein,
Chief Executive Officer
/s/ Warren G. Lichtenstein
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Warren G. Lichtenstein
<PAGE>
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CUSIP No. 052777109 13D Page 7 of 9 Pages
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EXHIBIT INDEX
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Page
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Exhibit
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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
Board of Directors of the Issuer, dated
September 16, 1996.
F Letter from Warren Lichtenstein to Andrew 8
Gaspar, Chairman of the Board of
Directors of the Issuer, dated May 6, 1997.
STEEL PARTNERS, L.L.C.
750 LEXINGTON AVENUE - 27TH FLOOR
NEW YORK, NEW YORK 10022
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TEL (212) 446-5216
FAX (212) 446-5290
EXHIBIT F
By Facsimile & Mail
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May 6, 1997
Mr. Andrew Gaspar
Chairman of the Board
AutoInfo, Inc.
1600 Route 208
Fair Lawn, NJ 07410
Dear Andy:
As you know, Steel Partners II, L.P., ("Steel"), owns approximately 14% of the
outstanding common stock of AutoInfo, Inc. ("AutoInfo" or "the Company"), and
has been the largest shareholder of AutoInfo for several years now. During this
time, we have patiently waited for your new business strategy to come to
fruition and to create value for all the shareholders. Unfortunately, the stock
price has fallen to less than $1.50 per share, (40% of its stock price 4 months
ago, and close to its all time low) or approximately 5 times 1997 forecasted
earnings.
At the time of your decision to enter into the sub-par auto finance business, we
strongly voiced our concerns to you regarding the prospects of this industry. In
particular, we felt that the business was labor and capital intensive and that
it required extensive industry expertise to succeed. In December 1995, the
Company, against our better judgment, proceeded with an investment in the
industry with its acquisition of Falk Finance Company.
Within 13 months of making this investment, AutoInfo has written off
approximately $20 million of goodwill and additional credit losses on its
portfolio of automobile receivables associated with the Falk acquisition.
Additionally, the Company recorded a provision for credit losses of
approximately $5 million in connection with the Falk Purchase Agreement and
terminated its relationship with Falk Finance.
At $1.38 per share, we believe the Company is significantly undervalued and is
trading at a substantial discount to its intrinsic value. We reached this
conclusion after spending considerable time discussing the industry with
research analysts and conducting a thorough analysis of the earnings power of
the business, comparable company market multiples, and general market multiples.
In light of AutoInfo's problematic foray into the sub-par auto finance business
and the recent unpopularity and general unrest within the industry (caused in
part by the high profile problems at Mercury Finance and others), it seems that
the surest way to enhance AutoInfo's shareholder value in a timely fashion would
be
<PAGE>
Mr. Andrew Gaspar
AutoInfo, Inc.
Page Two
to hire an investment banking firm to seek a merger partner and/or sale of the
Company to the highest bidder rather than continuing to pursue a disastrous
business strategy. With AutoInfo's attractive balance sheet and loan receivables
portfolio, we believe the shareholders would realize a price well in excess of
the current market value.
Due to AutoInfo's disappointing stock price, we feel it is the board's fiduciary
duty and obligation to its shareholders to immediately embark on a clear-cut
mission and strategy to increase the Company's value.
We would like to get together with you and the board to discuss any ideas or
alternative strategies you may have for increasing the overall value of the
Company and to explain our reasons for believing that the Company should be put
up for sale or merged as a means to achieving the highest value for all the
shareholders of AutoInfo.
I look forward to hearing from you shortly.
Respectfully,
/s/ Warren Lichtenstein
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Warren Lichtenstein
