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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 13E-4
ISSUER TENDER OFFER STATEMENT
(Pursuant To Section 13(e) Of The Securities Exchange
Act Of 1934)
(Amendment No. 2)
AUTOLEND GROUP, INC.
(Name of Issuer)
AUTOLEND GROUP, INC.
(Name of Person(s) Filing Statement)
9.5% Convertible Subordinated Debentures Due September 19, 1997
(Title of Class of Securities)
Not Applicable
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(CUSIP Number of Class of Securities)
Nunzio P. DeSantis
Chairman of the Board
AutoLend Group, Inc.
Bradbury Court, 3B
215 Central Avenue, N.W.
Albuquerque, N.M. 87102
505-768-1000
(Name, Address and Telephone Number of Person Authorized to Receive Notice and
Communications on Behalf of Person(s) Filing Statement)
Copy to:
Steven N. Haas, Esquire
Cozen and O'Connor
1900 Market Street
Philadelphia, PA 19103
(215) 665-2000
October 22, 1996
(Date Tender Offer First Published, Sent or Given to Security Holders)
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<PAGE>
Item 1. Security and Issuer.
(a) The name of the issuer is AutoLend Group, Inc. (formerly CAPX
Corporation), a Delaware corporation (the "Company"), which has its principal
executive offices at Bradbury Court, 3B, 215 Central Avenue, N.W., Albuquerque,
N.M. 87102 (telephone number 505-768-1000).
(b) This Schedule, as amended by Amendment No. 1 and this Amendment No.
2, relates to the offer (the "Exchange Offer") by the Company to the holders of
the Company's 9.5% Convertible Subordinated Debentures Due September 19, 1997
(the "Debentures") to exchange each $1,000 principal amount of Debentures
outstanding for one Unit, each Unit consisting of (i) 200 shares of the
Company's Common Stock, par value $.002 per share (the "Common Stock") and (ii)
eight shares of the Company's 14% Cumulative Convertible Preferred Stock, par
value $.002 per share (the "Preferred Stock"). The Exchange Offer is subject to
the terms and conditions set forth in the Offering Circular dated October 22,
1996, as supplemented by a Supplement dated November 7, 1996, and a Supplement
dated November 12, 1996, a copy of which is filed as Exhibit (a)(8) to this
Amendment No. 2 to the Schedule (together the "Offering Circular"), and a
related Letter of Transmittal, a copy of which is attached hereto as Exhibit
(a)(2). There is outstanding $22,050,000 principal amount of the Debentures,
none of which are held, to the Company's knowledge, by any officer, director or
affiliate of the Company. The information set forth in the Offering Circular
under the captions "The Exchange Offer -- Terms of the Exchange Offer" and
"Interests of Certain Persons in the Transaction; Transactions and Agreements
Concerning the Units" is incorporated herein by reference.
(c) The Debentures are no longer listed on the Luxembourg Stock
Exchange, the only exchange on which the Debentures were ever included for
trading. Consequently, there currently is no established trading market for the
Debentures.
(d) Not applicable.
Item 2. Source and Amount of Funds or Other Consideration.
(a) See Item 1(b) above.
(b) Not applicable.
Item 3. Purpose of Tender Offer and Plans or Proposals of the Issuer or
Affiliate.
The information set forth in the Offering Circular under the captions
"Summary of Offering Circular -- Purposes and Effects of the Exchange Offer,"
"Purposes and Effects of the Exchange Offer" and "The Exchange Offer" is
incorporated herein by reference. The Company will retire and does not have any
plans to reissue any Debentures acquired pursuant to the Exchange Offer.
<PAGE>
(a) The information set forth in the Offering Circular under the
captions "Summary of Offering Circular -- Purposes and Effects of the Exchange
Offer," "Purposes and Effects of the Exchange Offer" and "The Exchange Offer" is
incorporated herein by reference.
(b) - (c) Not applicable.
(d) The information set forth in the Offering Circular under the
caption "Summary of Offering Circular -- Recent Developments" and in the Current
Report on Form 8-K dated September 18, 1996, included as Exhibit "C" to the
Offering Circular, is incorporated herein by reference.
(e) The information set forth in the Offering Circular under the
captions "Summary of Offering Circular -- The Securities -- Preferred Stock" and
"Description of Capital Stock -- Preferred Stock -- Dividends" is incorporated
herein by reference.
(f) The information set forth in the Offering Circular under the
captions "Summary of Offering Circular -- Recent Developments," "-- Purposes and
Effects of the Exchange Offer" and "Purposes and Effects of the Exchange Offer"
is incorporated herein by reference.
(g) Not applicable.
(h) Not applicable.
(i) - (j) Not applicable.
Item 4. Interest in Securities of the Issuer.
Neither the Company nor, to the knowledge of the Company, any person
referred to in Instruction C to this Schedule or any subsidiary or associate of
any such person, including any director or executive officer of any such
subsidiary, has effected any transaction in the Debentures during the 40
business days prior to the date hereof.
Item 5. Contracts, Arrangements, Understandings or Relationships With Respect
to the Issuer's Securities.
Not applicable.
Item 6. Persons Retained, Employed or to be Compensated.
No person has been retained to make solicitations or recommendations
with respect to the Exchange Offer. The information set forth in the Offering
Circular under the caption "The Exchange Offer -- Solicitation of Tenders; Fees"
is incorporated herein by reference.
<PAGE>
Item 7. Financial Information.
(a) - (b) The information set forth in the Offering Circular under the
captions "Selected Financial and Pro Forma Information" and "Capitalization,"
and the information set forth in the Company's Annual Report on Form 10-K for
the year ended March 31, 1996, as amended by Form 10-K/A1, Quarterly Report on
Form 10-Q for the quarter ended June 30, 1996, as amended by Forms 10-Q/A1 and
10-Q/A2, and Current Report on Form 8-K dated September 18, 1996, which are
attached to the Offering Circular as Exhibits A, B and C, respectively, are
incorporated herein by reference.
Item 8. Additional Information.
(a) - (d) Not applicable.
(e) Additional information is contained in the Offering Circular and
the Exhibits thereto and Letter of Transmittal, which are attached hereto as
Exhibits (a)(1) and (a)(2), respectively, and incorporated herein by reference.
Item 9. Material to be Filed as Exhibits.
(a)(1) Offering Circular dated October 22, 1996.*
(a)(2) Form of Letter of Transmittal dated October 22, 1996.*
(a)(3) Form of Letter from Company to brokers, dealers, commercial
banks and trust companies who have security position listings
with Cedel Bank, S.A. or Euroclear.*
(a)(4) Form of Letter to Clients regarding instructions to brokers,
dealers, commercial banks and trust companies to participate
in the Exchange Offer.*
(a)(5) Supplement, dated November 7, 1996, to Offering Circular
dated October 22, 1996.*
(a)(6) Press Release dated October 23, 1996.*
(a)(7) Press Release dated November 4, 1996.*
(a)(8) Supplement, dated November 12, 1996, to Offering Circular
dated October 22, 1996.
(b) Not applicable.
(c) Not applicable.
(d) Not applicable.
(e) Not applicable.
(f) Not applicable.
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* Previously filed.
<PAGE>
SIGNATURE
After due 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.
AUTOLEND GROUP, INC.
Dated: November 12, 1996 By: /s/ Nunzio P. DeSantis
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Nunzio P. DeSantis,
Chairman of the Board
<PAGE>
EXHIBIT INDEX
<TABLE>
<CAPTION>
Sequentially
Exhibit Numbered
Number Description Page
- ------- ----------- ------------
<S> <C> <C>
(a)(8) Supplement, dated November 12, 1996, to Offering Circular
dated October 22, 1996.
</TABLE>
SUPPLEMENT TO OFFERING CIRCULAR
DATED OCTOBER 22, 1996
OF
AUTOLEND GROUP, INC.
(FORMERLY CAPX Corporation)
AMENDING THE
OFFER TO EXCHANGE
SHARES OF COMMON STOCK AND
14% CUMULATIVE CONVERTIBLE PREFERRED STOCK
FOR ALL OUTSTANDING 9.5% CONVERTIBLE
SUBORDINATED DEBENTURES DUE SEPTEMBER 19, 1997
THE EXCHANGE OFFER WILL EXPIRE AT
5:00 P.M., NEW YORK CITY TIME, ON NOVEMBER 25, 1996
(THE "EXPIRATION DATE"), UNLESS EXTENDED.
The purpose of this Supplement is to amend the Offering Circular, dated
October 22, 1996, and as previously supplemented by a Supplement dated November
7, 1996 (together with this Supplement, the "Offering Circular"), of AutoLend
Group, Inc, formerly CAPX Corporation (the "Company"), relating to the Company's
offer, upon the terms and subject to the conditions set forth in the Offering
Circular and in the Letter of Transmittal previously distributed (which together
constitute the "Exchange Offer"), to exchange one Unit for each $1,000 principal
amount of the Company's 9.5% Convertible Subordinated Debentures Due September
19, 1997 (the "Debentures"). As amended, each Unit consists of: (i) 200 shares
of the Company's Common Stock, par value $.002 per share ("Common Stock"), and
(ii) eight shares of the Company's 14% Cumulative Convertible Preferred Stock,
par value $.002 per share ("Preferred Stock"), with each share of Preferred
Stock having a Stated Amount of $100 per share. Prior to this amendment to the
Exchange Offer, the precise number of shares of Preferred Stock to be included
in each Unit was to be calculated on the basis of the aggregate market price of
the 200 shares of Common Stock included in the Unit on the Expiration Date.
However, the Company has been advised by the staff of the United States
Securities and Exchange Commission that no action relief with respect to
"formula pricing," in which the number of shares comprising a Unit may fluctuate
until the Expiration Date, has been made available only to companies whose
securities are listed on a national securities exchange or on the Nasdaq
National Market System. Consequently, the number of shares of Preferred Stock
included in each Unit has been fixed at eight shares.
Interest accrued but not paid on the Debentures through the Expiration
Date will be cancelled by the Company upon acceptance of the Debentures for
exchange.
THE EXPIRATION DATE OF THE EXCHANGE OFFER HAS BEEN EXTENDED AND WILL
EXPIRE AT 5:00 P.M., NEW YORK CITY TIME, ON NOVEMBER 25, 1996, UNLESS
SUBSEQUENTLY EXTENDED.
Finally, the Company has agreed that any determination as to the
occurrence of any conditions to the Exchange Offer as described in the Offering
Circular under the caption "The Exchange Offer -- Conditions of the Exchange
Offer," will be made upon the reasonable judgment of the Company.
<PAGE>
Other than: (i) fixing the number of shares of Preferred Stock to be
included in each Unit; (ii) the determination that the Company will use its
reasonable judgment as to the occurrence of any conditions to the Exchange
Offer; and (iii) the extension of the Expiration Date to November 25, 1996, all
of the other terms of the Exchange Offer as set forth in the Offering Circular
and Letter of Transmittal remain the same. The Exchange Offer is subject to
certain conditions; however, the Exchange Offer is not conditioned on the valid
tender of a minimum percentage of principal amount of Debentures in the Exchange
Offer. See "The Exchange Offer -- Conditions of the Exchange Offer" in the
Offering Circular. Holders of Debentures not tendered for exchange pursuant to
the Exchange Offer will continue to have all of the existing rights granted the
Debentures.
The Company expressly reserves the right to extend the period of the
Exchange Offer, to terminate the Exchange Offer or to otherwise amend the
Exchange Offer in any respect, subject to the terms set forth in the Offering
Circular as supplemented hereby. See "The Exchange Offer -- Extension of the
Exchange Offer Period; Termination; Amendments" in the Offering Circular.
NEITHER THE COMPANY NOR ITS BOARD OF DIRECTORS MAKES ANY
RECOMMENDATION TO ANY HOLDER OF DEBENTURES AS TO
WHETHER TO TENDER OR REFRAIN FROM
TENDERING ANY DEBENTURES. EACH
HOLDER OF DEBENTURES MUST MAKE HIS OWN DECISION
AS TO WHETHER TO ACCEPT THE EXCHANGE OFFER,
AND IF SO, THE PRINCIPAL AMOUNT OF DEBENTURES TO TENDER.
For a discussion of certain risks in connection with the Exchange
Offer, see "Risk Factors" commencing on page 12 of the Offering Circular.
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THIS TRANSACTION AND THE SECURITIES OFFERED HEREBY HAVE NOT
BEEN APPROVED OR DISAPPROVED BY THE SECURITIES AND
EXCHANGE COMMISSION OR ANY STATE SECURITIES
COMMISSION. NEITHER THE SECURITIES AND EXCHANGE
COMMISSION NOR ANY STATE SECURITIES COMMISSION
HAS PASSED UPON THE ACCURACY OR ADEQUACY OF
THE OFFERING CIRCULAR. ANY REPRESENTATION
TO THE CONTRARY IS A CRIMINAL OFFENSE.
The date of this Supplement is November 12, 1996
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<PAGE>
The Offering Circular does not constitute an offer or solicitation by
the Company or any other person for the exchange of any securities other than
the securities covered by the Offering Circular. The Exchange Offer is not being
made to, and tenders will not be accepted from or on behalf of, holders of
Debentures in any jurisdiction in which the making of the Exchange Offer or
acceptance thereof would not be in compliance with the laws of such
jurisdiction. However, the Company may, in its sole discretion, take such action
as it may deem necessary to make the Exchange Offer in any such jurisdiction and
to extend the Exchange Offer to holders of Debentures in such jurisdiction.
No person has been authorized to make any recommendation on behalf of
the Company as to whether holders of Debentures should tender their Debentures
pursuant to the Exchange Offer.
No person has been authorized to give any information or to make any
representations in connection with the exchange offer other than those contained
herein or in the letter of transmittal. If given or made, such information or
representation must not be relied upon as having been authorized by the Company.
The delivery of the Offering Circular at any time does not imply that the
information contained herein is correct as of any time subsequent to the date
hereof.
The Company is making the Exchange Offer in reliance on the exemption
from the registration requirements of the Securities Act afforded by Section
3(a)(9) thereof. The Company, therefore, will not pay any commission or
remuneration to any broker, dealer, salesman or other person for soliciting
tenders of Debentures. Regular employees of the Company may solicit exchanges
from the holders of the Debentures, but such employees will not receive
additional compensation therefor.
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