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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 4)*
AutoFinance Group, Inc.
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(Name of Issuer)
Common Stock
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(Title of Class of Securities)
052774106
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(CUSIP Number)
Stephen M. Vine, Esq.
Akin, Gump, Strauss, Hauer & Feld, L.L.P.
399 Park Avenue
New York, NY 10022
(212) 872-1000
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(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)
September 6, 1995
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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 / /. (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
disclosure 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).
Continued on following page(s)
Page 1 of 14 Pages
Exhibit Index: Page 12
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SCHEDULE 13D
CUSIP NO. 052774106 PAGE 2 OF 14 PAGES
1 Name of Reporting Person
S.S. or I.R.S. Identification No. of Above Person
GEORGE SOROS (in his capacity as the sole proprietor of Soros
Fund Management)
2 Check the Appropriate Box If a Member of a Group*
a. / /
b. /x/
3 SEC Use Only
4 Source of Funds*
NA
5 Check Box If Disclosure of Legal Proceedings Is Required Pursuant to
Items 2(d) or 2(e) / /
6 Citizenship or Place of Organization
UNITED STATES
7 Sole Voting Power
Number of 0
Shares
Beneficially 8 Shared Voting Power
Owned By 1,949,933
Each
Reporting 9 Sole Dispositive Power
Person 1,949,933
With
10 Shared Dispositive Power
0
11 Aggregate Amount Beneficially Owned by Each Reporting Person
1,949,933
12 Check Box If the Aggregate Amount in Row (11) Excludes Certain
Shares* / /
13 Percent of Class Represented By Amount in Row (11)
10.28%
14 Type of Reporting Person*
IN; IA
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ITEM 1. SECURITY AND ISSUER.
This Amendment No. 4 to Schedule 13D relates to shares of common
stock, no par value (the "Shares"), of AutoFinance Group, Inc. (the "Issuer").
The address of the principal executive office of the Issuer is 601 Oakmont
Lane, Westmont, Illinois 60559- 5549. This Amendment No. 4 further amends the
initial statement on Schedule 13D dated December 7, 1990 (the "Initial
Statement") and all prior amendments thereto and is being filed to report that
Quantum Partners (as defined herein) and the Issuer have executed a Termination
Agreement dated as of September 6, 1995 between Quantum Partners and the Issuer
(the "Termination Agreement"), a copy of which is attached hereto as Exhibit E
and incorporated herein by reference, pursuant to which Quantum Partners has
agreed to release the Issuer from the obligation, under certain conditions, to
ensure the election to the Issuer's Board of Directors of a nominee of Quantum
Partners. This Amendment No. 4 amends, restates and replaces all previous
filings on Schedule 13D as it is the first amendment to be filed on EDGAR.
ITEM 2. IDENTITY AND BACKGROUND.
This statement relates to Shares held for the account of Quantum
Partners LDC, a Cayman Islands exempted limited duration company ("Quantum
Partners"), and is being filed on behalf of George Soros ("Mr. Soros"), in his
capacity as the sole proprietor of an investment advisory firm conducting
business under the name Soros Fund Management ("SFM"). The Initial Statement
on Schedule 13D and Amendment No. 1 thereto were filed on behalf of both
Quantum Fund N.V. ("Quantum Fund") and Mr. Soros. As of August 1, 1993,
Quantum Fund's position in the Issuer was transferred to its newly formed
operating subsidiary, Quantum Partners. Effective as of that date, the
investment advisory contract between Quantum Fund and SFM, pursuant to which
Quantum Fund granted investment discretion to SFM, was amended to include
Quantum Partners as a discretionary account client of SFM (the "SFM Contract").
As a consequence of the transfer of the Shares from Quantum Fund to Quantum
Partners, Quantum Fund ceased to be a reporting person. The principal office
of both Quantum Partners and Quantum Fund is at Kaya Flamboyan 9, Curacao,
Netherlands Antilles.
SFM is a sole proprietorship of which Mr. Soros is the sole
proprietor. It has its principal office at 888 Seventh Avenue, 33rd Floor, New
York, New York 10106. Its sole business is to serve, pursuant to contract, as
the principal investment manager or asset manager to several foreign investment
companies, including Quantum Partners. SFM's contracts with its clients
generally provide that SFM is responsible for designing and implementing the
client's overall investment strategy; for conducting direct portfolio
management strategies to the extent SFM determines that it is appropriate to
utilize its own portfolio management capabilities; for selecting, evaluating
and monitoring other investment advisers who manage separate portfolios on
behalf of the client; and for allocating and re-allocating the client's assets
among them and itself.
The principal occupation of Mr. Soros, a U.S. citizen, is his
direction of the activities of SFM, which is carried out in his capacity as the
sole proprietor of SFM at SFM's principal office. Information concerning the
identity and background of the Managing Directors of SFM is set forth in Annex
A hereto, which is incorporated by reference in response to this Item 2.
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Pursuant to regulations promulgated under Section 13(d) of the
Securities Exchange Act of 1934, as amended (the "1934 Act"), Mr. Soros (as the
sole proprietor and the person ultimately in control of SFM) may be deemed a
"beneficial owner" of securities, including Shares, held for the account of
Quantum Partners as a result of the contractual authority of SFM to exercise
investment discretion with respect to such securities.
During the past five years, none of Quantum Partners, Quantum Fund,
Mr. Soros and any other person whose identity must be disclosed pursuant to
this Item 2 has been (a) convicted in a criminal proceeding, or (b) a party to
any civil proceeding as a result of which he has been 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.
ITEM 3. SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION.
Quantum Fund expended $5,000,000 to purchase 1,674,933 Shares pursuant
to a letter agreement (the "Purchase Agreement") dated as of November 28, 1990
between the Issuer and Quantum Fund, a copy of which is attached as Exhibit D
to the Initial Statement and incorporated herein by reference. The Shares held
by Quantum Partners may be held through margin accounts maintained for Quantum
Partners with Arnhold and S. Bleichroeder, Inc. or other brokers, which extend
margin credit to each party as and when required to open or carry positions in
their respective margin accounts, subject to applicable Federal margin
regulations, stock exchange rules and such firm's credit policies. The
positions held in the margin accounts, including the Shares, are pledged as
collateral security for the repayment of debit balances in the respective
accounts.
ITEM 4. PURPOSE OF TRANSACTION.
On March 20, 1995, the Issuer, KeyCorp, an Ohio corporation, and
KeyCorp Finance Inc. ("Finance"), an Ohio corporation and wholly owned
subsidiary of KeyCorp, executed an Agreement of Merger (the "Merger Agreement")
providing for the Issuer to merge with and into Finance (the "Merger"). The
consummation of the Merger is conditioned upon, among other things, the
approval and adoption of the Merger Agreement by the stockholders of the
Issuer.
Pursuant to a Voting Agreement and Irrevocable Proxy dated as
of March 20, 1995 (the "Voting Agreement"), among Quantum Partners and KeyCorp,
with Frank Borman and A.E. Steinhaus as proxies, Quantum Partners has agreed
with KeyCorp to, among other things, vote the Shares beneficially owned by
Quantum Partners in favor of the Merger Agreement. A copy of the Voting
Agreement is attached as Exhibit G to Amendment No. 2 to the Initial Statement
and is incorporated herein by reference. Quantum Partners executed the Voting
Agreement in order to induce KeyCorp to enter into the Merger Agreement.
Concurrent with the execution by Quantum Partners of the
Voting Agreement, certain other shareholders of the Issuer (the "Other
Shareholders") individually executed similar voting agreements with KeyCorp
pursuant to which such Other Shareholders also agreed to vote the Shares owned
by them in favor of the Merger Agreement. A list of the Other Shareholders
who, to the knowledge of Quantum Partners, have executed a similar voting
agreement is attached hereto as Annex B and incorporated herein by reference.
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As a result of the provisions of the Voting Agreement and the
individual voting agreements with KeyCorp of the Other Shareholders, Quantum
Partners and the Other Shareholders may be deemed to constitute a "group"
within the meaning of Rule 13d-5 under the Securities Exchange Act of 1934, as
amended (the "Exchange Act"). Pursuant to Rule 13d-4, the filing of this
statement shall not be construed as an admission that either Quantum Partners
or Mr. Soros is, for the purpose of Section 13(d) or 13(g) of the Exchange Act
(or pursuant to Rule 16a-1(a)(1) thereunder), the beneficial owner of any
Shares held by other members of any such group.
Pursuant to the Purchase Agreement, the Issuer was obligated
to use its best efforts to cause up to two persons designated by Quantum Fund
and its transferees, to be elected to the Board of Directors of the Issuer. At
the time of the Purchase Agreement and as a result of the Shares acquired by
Quantum Fund pursuant to the Purchase Agreement, Quantum Fund owned in excess
of 20% of the Issuer's then outstanding Shares. The Purchase Agreement
provided that Quantum would be entitled to nominate only one member of the
Board of Directors should its ownership percentage drop below 15%, and Quantum
Partners would lose its right to nominate any directors should its ownership
percentage fall below 8%. Although Quantum Partners currently owns in excess
of 8% of the outstanding Shares, it has agreed, in connection with the
consummation of the Merger and pursuant to the terms of the Termination
Agreement, to relinquish its rights under the Purchase Agreement with respect
to the nomination and election of directors upon consummation of the Merger.
Except as disclosed in Item 4, 5 or 6, neither Quantum
Partners nor Mr. Soros has any current plans or proposals which relate to or
would result in any of the events described in Items (a) through (j) of the
instructions to Item 4 of Schedule 13D.
ITEM 5. INTEREST IN SECURITIES OF THE ISSUER.
(a) Mr. Soros may be deemed to own beneficially the 1,949,933
Shares (approximately 10.28% of the total number of Shares outstanding) held by
Quantum Partners by reason of the SFM Contract.
Stanley F. Druckenmiller, a Managing Director of SFM, also
serves as President and Chairman of the Board of Directors of Priority
Investment Management Inc. ("Priority"), a registered investment adviser.
Accounts of investment advisory clients over which Priority exercises
investment discretion hold 562,500 Shares (approximately 2.97% of the total
number of Shares outstanding). By reason of his position with Priority, Mr.
Druckenmiller may be deemed to be the beneficial owner, for purposes of Rule
13d-3 under the 1934 Act, of all such Shares. Mr. Soros expressly disclaims
beneficial ownership of any Shares not held directly by Quantum Partners.
(b) Mr. Soros may be deemed to have sole power to dispose of the
Shares held for the account of Quantum Partners by reason of the SFM Contract.
Pursuant to the terms of the Voting Agreement, Mr. Soros may be deemed to
share power to vote the Shares held for the account of Quantum Partners with
KeyCorp.
(c) There have been no transactions in the Shares effected since
July 28, 1995 (the date of the most recent filing on Schedule 13D).
(d) The shareholders of Quantum Partners have the right to
participate in the receipt of dividends from, or proceeds for the sale of, the
Shares held for the account of Quantum Partners.
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(e) Not Applicable.
ITEM 6. CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR RELATIONSHIPS WITH
RESPECT TO SECURITIES OF THE ISSUER.
The Voting Agreement provides that Quantum Partners will vote, or
cause to be voted, the Shares owned by Quantum Partners (i) in favor of the
adoption of the Merger Agreement and the approval of the Merger, (ii) against
the approval of any proposal relating to a competing merger or business
combination involving an acquisition of all or a substantial portion of the
Shares, the assets of the Issuer, or the assets or stock of any subsidiary of
the Issuer by any person or entity other than KeyCorp or an affiliate of
KeyCorp, and (iii) against any transaction which is inconsistent with the
obligation of the Issuer to consummate the Merger in accordance with the Merger
Agreement. Pursuant to the Voting Agreement, Quantum Partners irrevocably
granted a proxy, for and in its name, place and stead, to vote its Shares in
accordance with the terms of the Voting Agreement.
The Voting Agreement also provides that Quantum Partners will not,
except as contemplated by the terms of the Voting Agreement, sell or otherwise
voluntarily dispose of any of its Shares or take any voluntary action which
would have the effect of removing Quantum Partners' power to vote its Shares or
which would be inconsistent with the Voting Agreement.
On July 25, 1995 Quantum Partners signed a letter agreement (the
"Letter Agreement") in favor of KeyCorp which provides, among other things,
that Quantum Partners "will not sell, exchange or otherwise dispose of any
KeyCorp Common Stock received in the Merger for at least one year after the
Effective Time of the Merger, except for fractional shares converted into
cash." In addition, the Letter Agreement provides that the covenant takes into
account the Shares of the Issuer held by Quantum Partners as well as the shares
of common stock of KeyCorp, if any, which are held by Quantum Partners prior to
or subsequent to the Merger. A copy of the Letter Agreement is attached as
Exhibit H to Amendment No. 3 to the Initial Statement and incorporated herein
by reference.
ITEM 7. MATERIAL TO BE FILED AS EXHIBITS.
(a) Letter Agreement, dated November 28, 1990 between AutoFinance
Group, Inc. and Quantum Fund N.V. (filed as Exhibit D to the Initial Statement
and incorporated herein by reference).
(b) Power of Attorney, dated December 11, 1991, granted by Mr.
George Soros in favor of Mr. Sean C. Warren (filed as Exhibit F to Amendment
No. 1 to the Initial Statement and incorporated herein by reference).
(c) Voting Agreement and Irrevocable Proxy, dated as of March 20,
1995, among KeyCorp and Quantum Partners LDC, with Frank Borman and A.E.
Steinhaus as proxies (filed as Exhibit G to Amendment No. 2 to the Initial
Statement and incorporated herein by reference).
(d) Letter Agreement, dated as of July 25, 1995, among KeyCorp and
Quantum Partners LDC (filed as Exhibit H to Amendment No. 3 to the Initial
Statement and incorporated herein by reference).
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(e) Termination Agreement, dated as of September 6, 1995 among
Quantum Partners LDC and AutoFinance Group, Inc.
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SIGNATURE
After reasonable inquiry and to the best of my knowledge and belief,
the undersigned certifies that the information set forth in this statement is
true, complete and correct.
Date: September 6, 1995 GEORGE SOROS
By: /s/ Sean C. Warren
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Sean C. Warren
Attorney-in-Fact
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ANNEX A
The following is a list of all of the persons who serve as
Managing Directors of Soros Fund Management ("SFM"):
Scott K. H. Bessent
Walter Burlock
Stanley Druckenmiller
Arminio Fraga
Gary Gladstein
Robert K. Jermain
Donald H. Krueger
Elizabeth Larson
Jay Misra
Gabriel S. Nechamkin
Steven Okin
Dale Precoda
Lief D. Rosenblatt
Mark D. Sonnino
Sean C. Warren
Each of the above-listed persons is a United States citizen whose principal
occupation is serving as Managing Director of SFM, and each has a business
address c/o Soros Fund Management, 888 Seventh Avenue, New York, New York
10106. During the past five years, none of the above-listed persons has been
(i) convicted in a criminal proceeding, or (ii) a party to any civil proceeding
as a result of which any such persons has been 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
violations with respect to such laws.
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ANNEX B
INFORMATION RELATING TO SHAREHOLDERS WHO ARE
PARTIES TO VOTING AGREEMENTS AND IRREVOCABLE PROXIES
The following is a list of the shareholders (the
"Shareholders") of AutoFinance Group, Inc., other than Quantum Partners LDC,
who the Reporting Person has been informed are parties to Voting Agreements and
Irrevocable Proxies, dated as of March 20, 1995, among each of the
Shareholders, KeyCorp and Frank Borman and A.E. Steinhaus, as proxies.
Name and Occupation Business Address
- ------------------- ----------------
Bernard Marcus 2727 Paces Ferry Road
Chairman and Chief Executive Officer Atlanta, GA 30339
The Home Depot, Inc.
Arthur Black 2727 Paces Ferry Road
President and Chief Atlanta, GA 30339
Operating Officer
The Home Depot, Inc.
Stephen Levin 350 Royal Poincina Plaza
The ERIM Corporation Suite 322B
Palm Beach, FL 33480
Arthur Calcagnini 20 Exchange Place
Chairman and Chief New York, NY 10005
Executive Officer
Lombard & Co., Inc.
W. Robert Lappin 231 Bradley Place
Chairman and President Palm Beach, Fl 33480
Lappin Communications, Inc.
Peter S. Gold 2029 Century Park East
Private Investor Los Angeles, CA 90067
Gary Erlbaum 44 West Lancaster Avenue
President Suite 110
Green Tree Properties Corporation Ardmore, PA 19003
Kenneth G. Langone 375 Park Avenue
Chairman, President and Suite 2205
Managing Director New York, NY 10152
Invemed Associates, Inc.
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Robert A. Day c/o Oakmont Corporation
Chairman and Chief Attn: Steven D. Holzman
Executive Officer 865 S. Figueroa Street
Trust Company of the West Los Angeles, CA 31500
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INDEX OF EXHIBITS
<TABLE>
<CAPTION>
EXHIBIT PAGE
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<S> <C> <C>
(e) Termination Agreement, dated as of September 6, 1995
among Quantum Partners LDC and AutoFinance Group, Inc.
</TABLE>
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EXHIBIT E
TERMINATION AGREEMENT
THIS TERMINATION AGREEMENT (the "Agreement") is made and entered into
this 6th day of September, 1995, by and between AutoFinance Group, Inc. ("AFG")
and Quantum Partners LDC ("Quantum") with reference to the following:
WHEREAS, AFG and Quantum Fund N.V. ("QFNV") are parties to that
certain Letter Agreement dated November 28, 1990 (the "Letter Agreement"),
which grants QFNV certain registration rights and the right, under certain
circumstances, to designate up to two persons for election to AFG's Board of
Directors;
WHEREAS, the position of QFNV in AFG Common Stock has been transferred
to its subsidiary, Quantum.
WHEREAS, termination of the Letter Agreement is a condition to the
obligation of KeyCorp to effect the merger of AFG with and into a wholly-owned
subsidiary of KeyCorp pursuant to that certain Merger Agreement dated March 20,
1995 by and among KeyCorp, Key Auto Inc. (formerly known as KeyCorp Finance,
Inc.) and AFG (the "Merger Agreement"); and
WHEREAS, the parties desire to terminate the Letter Agreement.
NOW, THEREFORE, for good and valuable consideration, the sufficiency
of which is hereby acknowledged, intending to be legally bound the parties
hereby agree as follows.
(i) The Letter Agreement shall be terminated effective as of the
Closing Date (as that term is defined in the Merger Agreement) and, at such
time, neither AFG, Quantum nor QFNV shall have any rights or obligations under
or pursuant to the Letter Agreement.
(ii) This Termination Agreement may be executed in any number of
counterparts, each of which shall be deemed an original, but together shall
constitute one and the same instrument.
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IN WITNESS WHEREOF, the undersigned have caused this Termination
Agreement to be duly executed as of the date first written above.
AUTOFINANCE GROUP, INC.
By: /s/ A.E. Steinhaus
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Name: A.E. Steinhaus
Title: Chief Executive Officer
QUANTUM PARTNERS LDC
By: /s/ Sean C. Warren
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Name: Sean C. Warren
Title: Attorney In Fact
