===============================================================================
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. 1)
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
-------------------------------------
(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)
--------------
<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 this Amendment No. 1, 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) such number of
shares of the Company's 14% Cumulative Convertible Preferred Stock, par value
$.002 per share (the "Preferred Stock"), as shall have an aggregate value, on
the basis of a Stated Amount of $100 per share of Preferred Stock, equal to the
difference between $1,000 and the market price for the 200 shares of Common
Stock comprising a portion of the Unit, calculated on the expiration date of the
Exchange Offer. 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, a copy of which is filed as Exhibit (a)(5) to
this Amendment No. 1 to the Schedule (together, the "Offering Circular") and
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.
(b) Not applicable.
(c) Not applicable.
(d) Not applicable.
(e) Not applicable.
(f) Not applicable.
- -----------------
* 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 6, 1996 By: /s/ Nunzio P. DeSantis
-----------------------------------
Nunzio P. DeSantis,
Chairman of the Board
<PAGE>
EXHIBIT INDEX
<TABLE>
<CAPTION>
Sequentially
Exhibit Numbered
Number Description Page
- ------- ----------- ------------
<S> <C> <C>
(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.
</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 20, 1996
(THE "EXPIRATION DATE"), UNLESS EXTENDED.
The purpose of this Supplement is to amend the Offering Circular, dated
October 22, 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) such number of shares of the Company's 14%
Cumulative Convertible Preferred Stock, par value $.002 per share ("Preferred
Stock"), as shall have an aggregate value, on the basis of the Stated Amount of
$100 per share of Preferred Stock, equal to the difference between $1,000 and
the market price for the 200 shares of Common Stock included as part of the
Unit, calculated on the Expiration Date. Prior to the amendment to the Exchange
Offer, 100 shares of Common Stock, rather than 200 shares of Common Stock was to
be included in each Unit. Based upon the average of the closing bid and asked
prices of the Common Stock of $1.00 per share on November 1, 1996, eight shares
of Preferred Stock would be issued as part of each Unit. No fractional shares of
Common Stock or Preferred Stock will be issued in the Exchange Offer. Fractional
shares will be rounded up to the next whole share of Common Stock or Preferred
Stock, at the discretion of the Company. 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.
Other than the increase in the number of shares of Common Stock to be
included in each Unit, all of the other terms of the Exchange Offer as set forth
in the Offering Circular and Letter of Transmittal remain the same, including,
but not limited to, the Expiration Date. 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.
In connection with occurrence of the Event of Default on October 19,
1996 in respect of the Debentures as a result of the Company failing to pay
interest on the Debentures when due, four holders of the Company's Debentures
filed an Involuntary Petition in Bankruptcy against the Company in the United
States Bankruptcy Court, District of New Mexico, on November 1, 1996, alleging
that the Company is generally not paying its debts as they
<PAGE>
become due. The Company denies the allegation and has filed an answer in the
Bankruptcy Court in an effort to have the petition dismissed. The Company is
paying all of its debts as they become due but, as disclosed in the Offering
Circular, has not paid the interest on the Debentures because the Company is
engaged in the Exchange Offer, the effect of which is to exchange all principal
amount outstanding of Debentures, together with accrued interest thereon, in
exchange for Units.
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.
--------------------
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
THES OFFERING CIRCULAR. ANY REPRESENTATION
TO THE CONTRARY IS A CRIMINAL OFFENSE.
The date of this Supplement is November 7, 1996
<PAGE>
This 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 this 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.
SELECTED FINANCIAL AND PRO FORMA INFORMATION
The following tables show the pro forma effects the Exchange Offer
would have had on the Company for the fiscal year ended March 31, 1996 and at
and for the three months ended June 30, 1996 if the percentage of principal
amount of Debentures outstanding as specified in the tables below had been
exchanged on such date or on the first day of said periods, based upon the
assumptions set forth below. Reference is made to the historical audited
consolidated financial information of the Company set forth in its Annual Report
on Form 10-K for the year ended March 31, 1996, to the historical unaudited
consolidated financial information of the Company set forth in its Quarterly
Report on Form 10-Q for the quarter ended June 30, 1996, and to the unaudited
pro forma condensed consolidated financial statements of the Company, giving
effect to the sale of IAP pursuant to the Stipulation, set forth in its Current
Report on Form 8-K dated September 18, 1996, which Form 10-K, Form 10-Q and Form
8-K are incorporated by reference herein and included as Exhibits "A," "B" and
"C," respectively. The historical financial information set forth in the tables
below is derived from the Current Report on Form 8-K dated September 18, 1996
and gives effect to the sale of IAP as if it had occurred on or as of the dates
indicated below.
AUTOLEND GROUP, INC.
PRO FORMA CONSOLIDATED BALANCE SHEET
JUNE 30, 1996
(UNAUDITED)
<TABLE>
<CAPTION>
===================================================================================================================================
50% EXCHANGE 100% EXCHANGE
- ------------------------------------------------------------------------------------------------------------------------------------
PROFORMA RESULTING PROFORMA RESULTING
HISTORICAL ADJUSTMENT PROFORMA ADJUSTMENTS PROFORMA
- ------------------------------------------------------------------------------------------------------------------------------------
Assets:
- ------------------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C>
Cash and cash equivalents $ 9,726,984 $9,726,984 $ 9,726,984
Securities available for sale 1,175,000 1,175,000 1,175,000
Accounts Receivable - matured insurance policies 148,102 148,102 148,102
- ------------------------------------------------------------------------------------------------------------------------------------
Installment contracts receivable - gross $10,062,914 $10,062,914 $10,062,914
Collateral owned - gross 819,268 819,268 819,268
Allowance for credit losses (3,020,776) (3,020,776) (3,020,776)
----------- ----------- -----------
Installment contracts receivables - Net $7,861,406 $7,861,406 $7,861,406
- ------------------------------------------------------------------------------------------------------------------------------------
Purchased insurance policies, face value of $2,126,198 1,462,583 1,462,583 1,462,583
Accrued interest receivable on investments 5,535 5,535 5,535
Fixed assets, less accumulated depreciation of $147,770 323,361 323,361 323,361
Unamortized debenture issuance costs, net 295,987 (147,994)(a) 147,994 (295,987)(a) 0
Pre-paid consulting fees 420,000 420,000 420,000
Other 376,224 376,224 376,224
------- ------- -------
Total Assets $21,795,182 ($147,994) $21,647,189 ($295,987) $21,499,195
----------- --------- ----------- --------- -----------
- ------------------------------------------------------------------------------------------------------------------------------------
Liabilities:
- ------------------------------------------------------------------------------------------------------------------------------------
Accounts payable & accrued liabilities $1,090,848 $ 50,000(b) $1,140,848 $ 50,000(b) $1,140,848
Accrued acquisition costs 656,542 656,542 656,542
Accrued debenture interest expense 1,635,057 (817,529)(c) 817,529 (1,635,057)(c) 0
Convertible debentures, at face value 22,050,000 (11,025,000)(d) 11,025,000 (22,050,000)(d) 0
---------- ------------ ---------- ------------ ----------
Total Liabilities $25,432,447 ($11,792,529) $13,639,919 ($23,635,057) $1,797,390
----------- ------------- ----------- ------------ ----------
<PAGE>
- ------------------------------------------------------------------------------------------------------------------------------------
Stockholders' Equity
- ------------------------------------------------------------------------------------------------------------------------------------
Preferred stock, $0.002 par value $0 $176 (e) $176 $353 (e) $353
Common stock, $0.002 par value 9,269 4,410 (f) 13,679 8,820 (f) 18,089
Additional paid-in capital 5,946,904 21,145,414 (g) 27,092,318 42,290,827 (g) 48,237,731
Accumulated deficit (9,593,438) (9,505,465)(h) (19,098,903) (18,960,930)(h)(28,554,368)
----------- ----------- ----------- ----------- -----------
Total Stockholders' Equity ($3,637,265) $11,644,535 $8,007,270 $23,339,070 $19,701,805
------------ ----------- ---------- ----------- -----------
Total Liabilities and Stockholders' Equity $21,795,182 ($147,994) $21,647,189 ($295,987) $21,499,195
------------ ----------- ---------- ----------- -----------
- ------------------------------------------------------------------------------------------------------------------------------------
Stock share data:
- ------------------------------------------------------------------------------------------------------------------------------------
Preferred stock, weighted average
number of shares outstanding 0 88,200 88,200 176,400 176,400
Common stock, weighted average
number of shares outstanding 4,634,530 2,205,000 6,839,530 4,410,000 9,044,530
Book value per share of common ($0.78) n/a $1.17 n/a $2.18
- ------------------------------------------------------------------------------------------------------------------------------------
Assumptions:
- ------------------------------------------------------------------------------------------------------------------------------------
Assumed proportion of Debentures tendered 50% 100%
Assumed number of shares Common Stock per Unit 200 200
Assumed price per share of Common Stock $1.00 $1.00
Assumed number of shares of Preferred Stock per Unit 8.0 8.0
====================================================================================================================================
</TABLE>
<PAGE>
AUTOLEND GROUP, INC.
PRO FORMA CONSOLIDATED INCOME STATEMENT
FOR THE YEAR ENDED MARCH 31, 1996
(UNAUDITED)
<TABLE>
<CAPTION>
==============================================================================================================
50% EXCHANGE
- --------------------------------------------------------------------------------------------------------------
PROFORMA RESULTING
HISTORICAL ADJUSTMENT PROFORMA
- --------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C>
Revenues:
Finance charges on installment contracts $7,808,369 $7,808,369
Revenues from matured insurance policies 1,326,706 1,326,706
--------- ---------
Gross Revenues $9,135,075 $0 $9,135,075
Cost of matured insurance policies 784,848 784,848
------- -------
Net Revenues $8,350,227 $0 $8,350,227
---------- -- ----------
- --------------------------------------------------------------------------------------------------------------
Operating Expenses:
General & Administrative expenses $9,768,747 $9,768,747
Provisions for credit losses on installment contracts 8,839,461 8,839,461
--------- ----------
Total Operating Expenses $18,608,208 $0 $18,608,208
----------- -----------
- --------------------------------------------------------------------------------------------------------------
Net Operating Earnings/(Loss): ($10,257,981) $0 ($10,257,981)
------------- -- -------------
- --------------------------------------------------------------------------------------------------------------
Other Ordinary Income & (Expense):
Interest income on investments $603,356 $603,356
Realized gains on sales of marketable securities 1,137 1,137
Gain on sale of viatical trademarks 300,000 300,000
Amortization of loss on sale of viatical portfolio (392,063) (392,063)
Write-off of fixed assets 0 0
Misc. other income 65,337 65,337
------ ------
Subtotal - Net other ordinary income $577,767 $0 $577,767
Debenture and other interest expense (3,289,876) 1,047,375 (i) (2,242,501)
Preferred stock interest expense 0 (1,234,800)(j) (1,234,800)
Debt conversion expense - estimated transaction costs 0 (50,000)(h) (50,000)
Debt conversion expense - unamortized debenture
issuance costs 0 (147,994)(h) (147,994)
Debt conversion expense - GAAP value of equity
differential 0 (10,125,000)(h) (10,125,000)
----------- ----------- -----------
Total - Net other ordinary expense ($2,712,109) ($10,510,419) ($13,222,528)
----------- ----------- -----------
- --------------------------------------------------------------------------------------------------------------
Income before taxes, extraordinary items and change in
accounting principle $(12,970,090) ($10,510,419) ($23,480,509)
Income tax effect on above 4,935,676 0 4,935,676
----------- ------------ ------------
Income after taxes, but before extraordinary items and
change in accounting principle ($8,034,414) ($10,510,419) ($18,544,833)
----------- ------------ ------------
- --------------------------------------------------------------------------------------------------------------
Impact of Discontinued Operations, Extraordinary
Items, and change in accounting principle:
Operating Loss from discontinued Subsidiary net of tax ($146,243) ($146,243)
Gain on sale of Subsidiary 497,808 497,808
Gain on early repayment of debt, net of tax 7,306,970 7,306,970
Gain on projected exchange of debt for equity 0 $0 0
Cum. effect of change in accounting principle, net of tax 176,735 176,735
------- -------
Subtotal - Net extraordinary items $7,835,270 $0 $7,835,270
---------- -- ----------
- --------------------------------------------------------------------------------------------------------------
Net Income/(Loss) ($199,144) ($10,510,419) ($10,709,536)
---------- ----------- ------------
- --------------------------------------------------------------------------------------------------------------
Stock share data:
Preferred stock, weighted average number
of shares outstanding 0 88,200 88,200
Common stock, weighted average number
of shares outstanding 4,634,530 2,205,000 6,839,530
Book value per share of common ($0.78) n/a $1.17
Earnings (Loss)/share before extraordinary items ($1.73) n/a ($2.71)
Earnings/(Loss) per common share ($0.04) n/a ($1.57)
</TABLE>
<TABLE>
<CAPTION>
=============================================================================================
100% EXCHANGE
- ---------------------------------------------------------------------------------------------
PROFORMA RESULTING
ADJUSTMENT PROFORMA
- ---------------------------------------------------------------------------------------------
<S> <C> <C>
Revenues:
Finance charges on installment contracts $7,808,369
Revenues from matured insurance policies 1,326,706
---------
Gross Revenues $0 $9,135,075
Cost of matured insurance policies 784,848
-------
Net Revenues $0 $8,350,227
-- ----------
- ---------------------------------------------------------------------------------------------
Operating Expenses:
General & Administrative expenses $9,768,747
Provisions for credit losses on installment contracts 8,839,461
---------
Total Operating Expenses $0 $18,608,208
-----------
- ---------------------------------------------------------------------------------------------
Net Operating Earnings/(Loss): $0 ($10,257,981)
-- -------------
- ---------------------------------------------------------------------------------------------
Other Ordinary Income & (Expense):
Interest income on investments $603,356
Realized gains on sales of marketable securities 1,137
Gain on sale of viatical trademarks 300,000
Amortization of loss on sale of viatical portfolio (392,063)
Write-off of fixed assets 0
Misc. other income 65,337
--- ------
Subtotal - Net other ordinary income $0 $577,767
Debenture and other interest expense 2,094,750 (i) (1,195,128)
Preferred stock interest expense (2,469,600)(j) (2,469,600)
Debt conversion expense - estimated transaction costs (50,000)(h) (50,000)
Debt conversion expense - unamortized debenture
issuance costs (295,987)(h) (295,987)
Debt conversion expense - GAAP value of equity
differential (20,250,000)(h) (20,250,000)
------------ -----------
Total - Net other ordinary expense ($20,970,837) ($23,682,946)
------------ -----------
- ---------------------------------------------------------------------------------------------
Income before taxes, extraordinary items and change in
accounting principle ($20,970,837) ($33,940,927)
Income tax effect on above 0 4,935,676
----------- ---------
Income after taxes, but before extraordinary items and
change in accounting principle ($20,970,837) ($29,005,251)
------------ ------------
- ---------------------------------------------------------------------------------------------
Impact of Discontinued Operations, Extraordinary
Items, and change in accounting principle:
Operating Loss from discontinued Subsidiary net of tax ($146,243)
Gain on sale of Subsidiary 497,808
Gain on early repayment of debt, net of tax 7,306,970
Gain on projected exchange of debt for equity $0 0
Cum. effect of change in accounting principle, net of tax 176,735
-------
Subtotal - Net extraordinary items $0 $7,835,270
-- ----------
- ---------------------------------------------------------------------------------------------
Net Income/(Loss) ($20,970,837) ($21,169,981)
------------ ------------
- ---------------------------------------------------------------------------------------------
Stock share data:
Preferred stock, number of shares outstanding 176,400 176,400
Common stock number of shares outstanding 4,410,000 9,044,530
Book value per share of common n/a $2.18
Earnings (Loss)/share before extraordinary items n/a ($3.21)
Earnings/(Loss) per common share n/a ($2.34)
</TABLE>
<PAGE>
<TABLE>
<CAPTION>
=================================================================================================================================
50% EXCHANGE 100% EXCHANGE
- ---------------------------------------------------------------------------------------------------------------------------------
PROFORMA RESULTING PROFORMA RESULTING
HISTORICAL ADJUSTMENT PROFORMA ADJUSTMENT PROFORMA
- ---------------------------------------------------------------------------------------------------------------------------------
<S> <C> <C>
Assumptions:
Assumed proportion of Debentures tendered 50% 100%
Assumed number of shares of Common Stock per Unit 200 200
Assumed price per share of Common Stock $1.00 $1.00
Assumed number of shares of Preferred Stock per Unit
8.0 8.0
=================================================================================================================================
</TABLE>
<PAGE>
AUTOLEND GROUP, INC.
PRO FORMA CONSOLIDATED STATEMENTS OF OPERATIONS
FOR THE THREE MONTHS ENDED JUNE 30, 1996
(UNAUDITED)
<TABLE>
<CAPTION>
===============================================================================================================
50% EXCHANGE
- ---------------------------------------------------------------------------------------------------------------
PROFORMA RESULTING
HISTORICAL ADJUSTMENT PROFORMA
- ---------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C>
Revenues:
Finance charges on installment contracts $616,639 $616,639
Revenues from matured insurance policies 0 0
------------ --------
Gross Revenues $616,639 $0 $616,639
Cost of matured insurance policies 0 0
------------ --------
Net Revenues $616,639 $0 $616,639
-------- -- --------
- ---------------------------------------------------------------------------------------------------------------
Operating Expenses:
General & Administrative expenses $1,484,777 $1,484,777
Provisions for credit losses on installment contracts 1,921,292 1,921,292
--------- ----------
Total Operating Expenses $3,406,069 $0 $3,406,069
---------- ----------
- ---------------------------------------------------------------------------------------------------------------
Net Operating Earnings/(Loss): ($2,789,430) $0 ($2,789,430)
----------- -- ------------
- ---------------------------------------------------------------------------------------------------------------
Other Ordinary Income & (Expense):
Interest income on investments $22,223 $22,223
Realized gains on sales of marketable securities 0 0
Gain on sale of viatical trademarks 0 0
Amortization of loss on sale of viatical portfolio 0 0
Write-off of fixed assets (568,649) (568,649)
Misc. other income 126,424 126,424
------- -------
Subtotal - Net other ordinary income ($420,002) $0 ($420,002)
Debenture and other interest expense (537,228) 261,844 (i) (275,384)
Preferred Stock interest expense 0 (308,700)(j) (308,700)
Debt conversion expense - estimated
transaction costs 0 (50,000)(h) (50,000)
Debt conversion expense - unamortized
debenture issuance costs 0 (147,994)(h) (147,994)
Debt conversion expense - GAAP value of
equity differential 0 (10,125,000)(h) (10,125,000)
-------- ----------- -----------
Total - Net other ordinary expense ($957,230) ($10,369,850) ($11,327,080)
-------- ----------- -----------
- ---------------------------------------------------------------------------------------------------------------
Income before taxes, extraordinary items and change in
accounting principle ($3,746,660) ($10,369,850) ($14,116,510)
Income tax effect on above 0 0 0
----------- ------------ ------------
Income after taxes, but before extraordinary items and
change in accounting principle ($3,746,660) ($10,369,850) ($14,116,510)
----------- ------------ ------------
- ---------------------------------------------------------------------------------------------------------------
Impact of Discontinued Operations, Extraordinary
Items, and change in accounting principle:
Operating Loss from discontinued Subsidiary net of tax ($141,218) ($141,218)
Gain on sale of Subsidiary 497,808 497,808
Gain on early repayment of debt, net of taxes 0 0
Gain on projected exchange of debt for equity 0 0 0
Cum. effect of change in accounting principle, net of tax 0 0
- -
Subtotal - Net extraordinary items $356,590 $0 $356,590
-------- -- --------
- ---------------------------------------------------------------------------------------------------------------
Net Income/(Loss) ($3,390,070) ($10,369,850) ($13,759,920)
----------- ------------ ------------
- ---------------------------------------------------------------------------------------------------------------
Stock share data:
Preferred stock, weighted average number
of shares outstanding 0 88,200 88,200
Common stock, weighted average number
of shares outstanding 4,634,530 2,205,000 6,839,530
Book value per share of common ($0.78) n/a $1.17
Earnings (Loss)/share before extraordinary items ($0.81) n/a ($2.06)
Earnings/(Loss) per common share ($0.73) n/a ($2.01)
</TABLE>
<TABLE>
<CAPTION>
==============================================================================================
100% EXCHANGE
- ----------------------------------------------------------------------------------------------
PROFORMA RESULTING
ADJUSTMENT PROFORMA
- ----------------------------------------------------------------------------------------------
<S> <C> <C>
Revenues:
Finance charges on installment contracts $616,639
Revenues from matured insurance policies 0
--------
Gross Revenues $0 $616,639
Cost of matured insurance policies 0
--------
Net Revenues $0 $616,639
-- --------
- ----------------------------------------------------------------------------------------------
Operating Expenses:
General & Administrative expenses $1,484,777
Provisions for credit losses on installment contracts 1,921,292
---------
Total Operating Expenses $0 $3,406,069
----------
- ----------------------------------------------------------------------------------------------
Net Operating Earnings/(Loss): $0 ($2,789,430)
-- ------------
- ----------------------------------------------------------------------------------------------
Other Ordinary Income & (Expense):
Interest income on investments $22,223
Realized gains on sales of marketable securities 0
Gain on sale of viatical trademarks 0
Amortization of loss on sale of viatical portfolio 0
Write-off of fixed assets (568,649)
Misc. other income 126,424
-------
Subtotal - Net other ordinary income $0 ($420,002)
Debenture and other interest expense 523,688 (i) (13,541)
Preferred Stock interest expense (617,400)(j) (617,400)
Debt conversion expense - estimated
transaction costs (50,000)(h) (50,000)
Debt conversion expense - unamortized
debenture issuance costs (295,987)(h) (295,987)
Debt conversion expense - GAAP value of
equity differential (20,250,000)(h) (20,250,000)
----------- -----------
Total - Net other ordinary expenses ($20,689,700) ($21,646,930)
------------ ------------
- ----------------------------------------------------------------------------------------------
Income before taxes, extraordinary items and change in
accounting principle ($20,689,700) ($24,436,360)
Income tax effect on above 0 0
------------ ------------
Income after taxes, but before extraordinary items and
change in accounting principle ($20,689,700) ($24,436,360)
------------ ------------
- ----------------------------------------------------------------------------------------------
Impact of Discontinued Operations, Extraordinary
Items, and change in accounting principle:
Operating Loss from discontinued Subsidiary net of tax ($141,218)
Gain on sale of Subsidiary 497,808
Gain on early repayment of debt, net of taxes 0
Gain on projected exchange of debt for equity $0 0
Cum. effect of change in accounting principle, net of tax 0
-
Subtotal - Net extraordinary items $0 $356,590
-- --------
- ----------------------------------------------------------------------------------------------
Net Income/(Loss) ($20,689,700) ($24,079,770)
----------- -------------
- ----------------------------------------------------------------------------------------------
Stock share data:
Preferred stock, weighted average number
of shares outstanding 176,400 176,400
Common stock, weighted average number
of shares outstanding 4,410,000 9,044,530
Book value per share of common n/a $2.18
Earnings (Loss)/share before extraordinary items n/a ($2.70)
Earnings/(Loss) per common share n/a ($2.66)
</TABLE>
<PAGE>
<TABLE>
<CAPTION>
====================================================================================================================================
50% EXCHANGE 100% EXCHANGE
- ------------------------------------------------------------------------------------------------------------------------------------
PROFORMA RESULTING PROFORMA RESULTING
HISTORICAL ADJUSTMENT PROFORMA ADJUSTMENT PROFORMA
- ------------------------------------------------------------------------------------------------------------------------------------
<S> <C> <C>
Assumptions:
Assumed proportion of Debentures tendered 50% 100%
Assumed number of shares of Common Stock per Unit 200 200
Assumed price per share of Common Stock $1.00 $1.00
Assumed number of shares of Preferred Stock per Unit 8.0 8.0
====================================================================================================================================
</TABLE>
Notes to Selected Pro Forma Information
(1) Basis of Presentation
The accompanying pro forma consolidated balance sheet as of June 30, 1996
has been prepared as if the Exchange Offer has been completed on June 30, 1996.
The pro forma consolidated income statement for the three months ended June 30,
1996 has been prepared as if the Exchange Offer had been completed on April 1,
1996. The pro forma consolidated income statement for the year ended March 31,
1996 has been prepared as if the Exchange Offer had been completed on April 1,
1995. The pro forma financial information should be read in conjunction with the
financial statements and related notes set forth in Exhibits A, B and C in this
Offering Circular.
(2) Pro Forma Adjustments
The pro forma adjustments necessary to reflect the pro forma consolidated
balance sheet are discussed below.
(a) To record the write off of the remaining unamortized Debenture issuance
costs related to the Debentures exchanged.
(b) To record the accrual of the expenses related to the exchange.
(c) To record a reduction in accrued interest related to the Debentures
exchanged.
(d) To record the retirement of the Debentures pursuant to the exchange.
(e) To record the par value of the Preferred Stock issued in the exchange.
(f) To record the par value of the Common Stock issued in the exchange.
(g) To record the following adjustments to additional paid-in-capital:
50% exchange 100% exchange
------------ -------------
To record the premium over par value
of the Preferred Stock issued $8,819,824 $17,639,647
To record the premium over par value
of the Common Stock issued 2,200,590 4,401,180
To record the fair value of the Preferred
Stock and Common Stock issued in the
exchange in excess of the fair value of
the Common Stock issuable pursuant to
the original conversion terms of the
Debentures 10,125,000 20,250,000
----------- -----------
$21,145,414 $42,290,827
=========== ===========
(h) To record the following adjustments to retained earnings (accumulated
deficit):
50% exchange 100% exchange
------------ -------------
To record the fair value of the Preferred
Stock and Common Stock issued in the
exchange in excess of the fair value of
the Common Stock issuable pursuant to
the original conversion terms of the
Debentures. $10,125,000 $20,250,000
To record the benefit of the cancellation
of the accrued interest on the Debentures. (817,529) (1,635,057)
To record the write off of the unamortized
Debenture issuance costs. 147,994 295,987
To record the estimated expenses related
to the exchange. 50,000 50,000
----------- -----------
$ 9,505,465 $18,960,930
----------- -----------
The pro forma adjustments necessary to reflect the pro forma consolidated
income statements for the year ended March 31, 1996 and the three months ended
June 30, 1996 are discussed below.
(i) To record the reduction in interest expense from the retirement of the
Debentures.
(j) To record interest expense at the rate of 14% on the Preferred Stock.
<PAGE>
THE EXCHANGE OFFER
Terms of the Exchange Offer
The Company hereby offers, upon the terms and subject to the conditions
set forth in this Offering Circular and in the accompanying Letter of
Transmittal, to exchange one Unit for each $1,000 principal amount of Debentures
that is validly deposited and tendered and not withdrawn prior to the Expiration
Date. Each Unit consists of: (i) 200 shares of Common Stock and (ii) such number
of shares of Preferred Stock as shall have an aggregate value, on the basis of
the Stated Value of $100 per share of Preferred Stock, equal to the difference
between $1,000 and the aggregate market price for the 200 shares of Common Stock
comprising a portion of the Unit, determined as of the Expiration Date. The
market price per share of the Common Stock on the Expiration Date shall be equal
to the average of the last reported bid and ask prices for the Common Stock on
the Expiration Date as reported on the Electronic Bulletin Board on which the
Common Stock currently trades. Interest accrued on the Debentures through the
Expiration Date will be cancelled and disregarded for purposes of the Exchange
Offer. Debentures which are tendered and accepted for exchange and which are not
withdrawn as permitted will cease to accrue interest on the Expiration Date.
The Exchange Offer is subject to a number of conditions. See "The
Exchange Offer -- Conditions of the Exchange Offer." There is $22,050,000
aggregate principal amount of the Debentures outstanding. The Exchange Offer is
being made for any and all Debentures and is not conditioned upon a minimum
principal amount of the Debentures being tendered and not withdrawn. The Company
reserves the right to terminate or amend the Exchange Offer at any time on or
prior to the Expiration Date upon the occurrence of any of such conditions.
The Exchange Offer expires at 5:00 p.m., New York time on November 20,
1996 unless the Company, in its sole discretion, extends the period of time
which the Exchange Offer is open, in which event the "Expiration Date" shall
mean the latest time and date to which the Exchange Offer is extended. Only
Debentures validly deposited and tendered prior to the Expiration Date will be
eligible for exchange. See "The Exchange Offer -- Extension of Exchange Offer
Period; Termination; Amendments."
Acceptance Not Mandatory
Each holder of Debentures is free to exchange or not exchange such
holder's Debentures pursuant to the Exchange Offer and may tender all or a
portion of the principal amount of Debentures, in multiples of $1,000, so held
by properly completing and delivering a Letter of Transmittal to the Company and
by strictly complying with the exercise procedures set forth in the Notification
accompanying the Letter of Transmittal and provided by CEDEL BANK, S.A. or
EUROCLEAR, depending upon which facility maintains the account in which the
holder's Debentures are registered. Holders of the Debentures not deposited and
tendered for exchange pursuant to the Exchange Offer will continue to have all
of the existing rights and preferences of the Debentures, including (i) the
right to interest payments on the Debentures, (ii) the right to convert the
Debentures into shares of Common Stock at $12.25 per share, subject to future
adjustment upon the occurrence of certain events and (iii) certain anti-dilution
protection provided in the Debentures. However, as previously stated herein, the
Company has determined to make no further interest payments in respect of the
Debentures which remain outstanding following the Expiration Date,
notwithstanding that such failure shall continue to constitute an Event of
Default.
<PAGE>
Procedure for Exchange
Any holder of Debentures desiring to tender all or any portion of such
holder's Debentures in the Exchange Offer must BOTH (i) complete and execute a
Letter of Transmittal, and deliver the completed Letter of Transmittal to the
Company at the address specified on the Letter of Transmittal and (ii) strictly
comply with the exercise procedures described in the Notification accompanying
the Letter of Transmittal and prepared by CEDEL BANK, S.A. and EUROCLEAR,
depending upon which facility maintains the account in which the holder's
Debentures are registered. Failure to comply with the exercise procedures set
forth in the Notification, notwithstanding delivery of the Letter of Transmittal
to the Company prior to the Expiration Date, will constitute a failure to make a
valid tender. Similarly, failure to timely deliver the completed Letter of
Transmittal to the Depositary prior to the Expiration Date, notwithstanding
timely compliance with the exercise procedures in the Notification, will also
constitute a failure to make a valid tender.
No procedure, including provisions for notice of guaranteed delivery,
is being made available to holders of Debentures who fail to timely deliver the
Letter of Transmittal to the Company and/or fail to timely comply with the
exercise procedures described in the Notification prior to the Expiration Date.
By executing the Letter of Transmittal, a holder of Debentures who is
participating in the Exchange Offer will also be authorizing CEDEL BANK, S.A.
and EUROCLEAR to provide the Company with the name of such holder, the principal
amount of Debentures tendered for exchange by such holder, the registered
address of such holder and such other information as the Company may require to
facilitate the issuance and delivery of the Common Stock and the Preferred Stock
comprising the Units being issued in exchange for tendered Debentures.
Holders of Debentures who are exchanging their Debentures are required
under United States income tax law to provide the correct Taxpayer
Identification Number on the Substitute Form W-9 which is included, together
with instructions, in the Letter of Transmittal, or to certify on the Substitute
Form W-9 that they are not subject to backup withholding. Failure to complete
properly such information may result in the rejection of such holder's tender.
Should such requirement be waived by the Company, failure to complete and return
the Substitute Form W-9 may subject the holder to backup withholding on
dividends on the Common Stock and Preferred Stock that might be payable in the
future. Holders of Debentures who are non-resident alien individuals, foreign
entities or exempt foreign persons must certify their foreign status by
completing the Form W-8 which is included, together with instructions, in the
Letter of Transmittal. Failure to complete and provide the Form W-8 may subject
the holder to backup withholding.
The method of delivery of the Letter of Transmittal and all other
required documents is at the election and risk of the holder but if sent by
mail, registered mail with return receipt requested, or overnight delivery
service, properly insured, is recommended. Procedures to exercise the tender of
Debentures are set forth in the Notification.
The acceptance by a holder of Debentures of the Exchange Offer pursuant
to one of the procedures set forth above will constitute a binding agreement
between the holder and the Company in accordance with the terms and subject to
the conditions set forth herein and in the accompanying Letter of Transmittal.
All questions as to the form of all documents and the validity
(including time of receipt) and acceptance of all tenders will be determined by
the Company, in its sole discretion, which determination shall be final and
binding. The Company reserves the absolute right to reject any and all tenders
not in proper form or the acceptance of which would, in the opinion of the
Company's counsel, be unlawful. The Company also reserves the absolute right to
waive any of the conditions of the Exchange Offer or any defect or irregularity
in the tender of Debentures. The Company's interpretation of the terms and
conditions of the Exchange Offer (including the Letter of Transmittal and the
instructions thereto) will be final. No tender of Debentures will be deemed to
have been properly made until all defects and irregularities have been cured or
waived. Neither the Company nor any other person shall be under any duty to give
notification of any defects or irregularities in tenders, and none of them shall
incur any liability for failure to give such annunciation.
<PAGE>
Withdrawal Rights
Tenders of Debentures pursuant to the Exchange Offer may be withdrawn
at any time prior to the Expiration Date, and unless theretofore accepted for
exchange as provided in the Exchange Offer, may also be withdrawn after 11:59
P.M., New York City time, on December 19, 1996 (such date and time being the
expiration of forty business days from the commencement of the Exchange Offer).
If the Company extends the period of time during which the Exchange Offer is
open, is delayed in accepting for exchange Debentures or is unable to accept for
exchange or exchange Debentures for Units pursuant to the Exchange Offer for any
reason, then, without prejudice to the Company's rights under the Exchange
Offer, the Depositary may, on behalf of the Company, retain all Debentures
tendered, and such Debentures may not be withdrawn except as otherwise provided
hereunder, subject to Rule 13e-4(f)(5) under the Exchange Act, which provides
that the issuer making the tender offer shall either pay the consideration
offered, or return the tendered securities, promptly after the termination or
withdrawal of the tender offer.
To be effective, a written, telegraphic or telex transmission notice of
withdrawal must be received by CEDEL BANK, S.A. or EUROCLEAR, depending upon
which facility maintains the account in which the holder's Debentures were
registered prior to the tender, on a timely basis at its address specified in
the Notification. Any notice of withdrawal must specify the name of the person
having tendered the Debentures to be withdrawn, the name(s) in which the
Debentures are registered at CEDEL BANK, S.A. or EUROCLEAR, the account number
and the principal amount of Debentures to be withdrawn. All questions as to
validity, form and eligibility (including time of receipt) of notices of
withdrawal will be determined by the Company, in its sole discretion, which
determination shall be final and binding. Withdrawals may not be rescinded, and
any Debentures effectively withdrawn will be deemed not to have been duly
deposited and tendered for purposes of the Exchange Offer. However, withdrawn
Debentures may be retendered by following one of the procedures described in
"The Exchange Offer -- Procedure for Exchange" at any time prior to the
Expiration Date.
None of the Company, the Depositary nor any other person will be under
any duty to give notification of any defects or irregularities in any notice of
withdrawal or incur any liability for failure to give such notification.
Acceptance of Debentures for Exchange
Upon the terms and subject to the conditions of the Exchange Offer, the
acceptance for exchange of Debentures validly deposited and tendered and not
withdrawn will be made promptly after the Expiration Date. For purposes of the
Exchange Offer, the Company shall be deemed to have accepted for exchange
validly tendered Debentures when, as and if the Company has given oral or
written notice thereof to the Depositary. Tendered Debentures not accepted for
exchange by the Company because of an invalid tender, the termination of the
Exchange Offer or for any other reason, will be returned without expense to the
tendering holders as promptly as practicable following the expiration or
termination of the Exchange Offer.
The Common Stock and Preferred Stock comprising the Units to be issued
in exchange for Debentures tendered pursuant to the Exchange Offer will be
issued only in the name of the holder of the Debentures exchanged therefor,
notwithstanding that the holder may have held the Debentures for the account of
another as nominee, broker, financial intermediary or in another capacity, to
insure compliance with the exemption under the United States securities laws
under which the Exchange Offer is being made. Certificates representing the
Common Stock and Preferred Stock will be delivered to the address of the
tendering holders as provided in the Letter of Transmittal, only after receipt
by the Depositary of instructions from CEDEL BANK, S.A. and EUROCLEAR as to the
tender of the Debentures, receipt of properly completed and duly executed
Letters of Transmittal (or facsimile thereof) and any other required documents.
Conditions of the Exchange Offer
Notwithstanding any other provision of the Exchange Offer, the Company
shall not be required to accept for exchange or exchange any Debentures
tendered, and may terminate or amend the Exchange Offer or may postpone (subject
to the requirements of the Exchange Act for prompt exchange or return of the
Debentures) the acceptance for exchange of, and exchange of, Debentures
tendered, if at any time on or after November 20, 1996 and before acceptance for
exchange or exchange of any such Debentures
<PAGE>
(whether or not any Debentures have theretofore been accepted for exchange or
exchanged pursuant to the Exchange Offer) any of the following shall have
occurred:
(i) there shall have been threatened, instituted or pending
any action or proceeding by any government or governmental, regulatory or
administrative agency or authority or tribunal or any other person, domestic or
foreign, or before any court, authority, agency or tribunal which (a) challenges
the making of the Exchange Offer, the acquisition of some or all of the
Debentures pursuant to the Exchange Offer or otherwise relates in any manner to
the Exchange Offer; or (b) in the Company's sole judgment, could materially
affect the business, condition (financial or other), income, operations or
prospects of the Company and its subsidiaries, taken as a whole, or otherwise
materially impair in any way the contemplated future conduct of the business of
the Company or any of its subsidiaries or materially impair the Exchange Offer's
contemplated benefits to the Company;
(ii) there shall have been any action threatened, pending or
taken, or approval withheld, or any statute, rule, regulation, judgment, order
or injunction threatened, proposed, sought, promulgated, enacted, entered,
amended, enforced or deemed to be applicable to the Exchange Offer or the
Company or any of its subsidiaries, by any court or any authority, agency or
tribunal which, in the Company's sole judgment, would or might directly or
indirectly (a) make the acceptance for exchange or exchange of some or all of
the Debentures illegal or otherwise restrict or prohibit consummation of the
Exchange Offer; (b) delay or restrict the ability of the Company, or render the
Company unable, to accept for exchange or exchange for some or all of the
Debentures for Units; (c) materially impair the contemplated benefits of the
Exchange Offer to the Company; or (d) materially affect the business, condition
(financial or other), income, operations or prospects of the Company and its
subsidiaries, taken as a whole, or otherwise materially impair in any way the
contemplated future conduct of the business of the Company or any of its
subsidiaries;
(iii) (a) any general suspension of trading in, or limitation
on prices for, securities on any national securities exchange or in the
over-the-counter market, (b) the declaration of a banking moratorium or any
suspension of payments in respect of banks in the United States, (c) the
commencement of a war, armed hostilities or other international or national
calamity directly or indirectly involving the United States, (d) any limitation
(whether or not mandatory) by any governmental, regulatory or administrative
agency or authority on, or any event which, in the Company's sole judgment,
might affect, the extension of credit by banks or other lending institutions in
the United States, (e) any significant change in the market price of the Common
Stock, or any change in the general political, market, economic or financial
conditions in the United States or abroad that could, in the sole judgment of
the Company, have a material adverse effect on the Company's business,
operations or prospects or the trading in the Common Stock or the Exchange
Offer's contemplated benefits to the Company or (f) in the case of any of the
foregoing existing at the time of the commencement of the Exchange Offer, a
material acceleration or worsening thereof;
(iv) any tender or exchange offer with respect to some or all
of the Common Stock or the Debentures (other than the Exchange Offer), or a
merger, acquisition or other business combination proposal for the Company,
shall have been proposed, announced or made by any person or entity;
(v) any change shall occur or be threatened in the business,
condition (financial or other), income, operations, Common Stock ownership, or
prospects of the Company and its subsidiaries, taken as a whole, which, in the
sole judgment of the Company, is or may be material to the Company; or
(vi) (a) any person, entity or "group" (as that term is used
in Section 13(d)(3) of the Exchange Act) shall have acquired, or proposed to
acquire, beneficial ownership of shares of Common Stock entitled to more than 5%
of the aggregate votes entitled to be cast by all shares of Common Stock then
outstanding (other than a person, entity or group which had publicly disclosed
such ownership in a Schedule 13D or 13G (or an amendment thereto) on file with
the Commission prior to October 21, 1996) or (ii) any new group shall have been
formed which beneficially owns shares of Common Stock entitled to more than 5%
of the aggregate votes entitled to be cast by all shares of Common Stock then
outstanding;
and, in the sole opinion of the Company, in any such case and regardless of the
circumstances (including any action or omission to act by the Company) giving
rise to such condition, such event makes it inadvisable to proceed with the
Exchange Offer or with such acceptance for exchange or exchange.
<PAGE>
The foregoing conditions are for the sole benefit of the Company and
may be asserted by the Company regardless of the circumstances (including any
action or inaction by the Company) giving rise to any such condition, and any
such condition may be waived by the Company, in whole or in part, at any time
and from time to time in its sole discretion. The Company's failure at any time
to exercise any of the foregoing rights shall not be deemed a waiver of any such
right; the waiver of any such right with respect to particular facts and
circumstances shall not be deemed a waiver with respect to any other facts or
circumstances; and each such right shall be deemed an ongoing right which may be
asserted at any time and from time to time. Any determination by the Company
concerning the events described above will be final and binding on all parties.
Extension of Exchange Offer Period; Termination; Amendments
The Company expressly reserves the right, in its sole discretion, at
any time or from time to time, to extend the period of time during which the
Exchange Offer is open by giving oral or written notice of such extension to the
Depositary, CEDEL BANK, S.A. and EUROCLEAR. During any such extension, all
Debentures previously tendered and not exchanged or withdrawn will remain
subject to the Exchange Offer, except to the extent that such Debentures may be
withdrawn as set forth in "The Exchange Offer -- Withdrawal Rights." The Company
also expressly reserves the right, in its sole discretion, to terminate the
Exchange Offer and not accept for exchange or exchange any Debentures not
theretofore accepted for exchange or exchanged or, subject to applicable law, to
postpone the exchange of Debentures for Units upon the occurrence of any of the
conditions specified in "The Exchange Offer -- Conditions of the Exchange Offer"
hereof by giving oral or written notice of such termination or postponement to
the Depositary, CEDEL BANK, S.A. and EUROCLEAR and making a public announcement
thereof. The Company's reservation of the right to delay exchange of Debentures
which it has accepted for payment is limited by Rule 13e-4(f)(5) promulgated
under the Exchange Act, which requires that the Company must pay the
consideration offered or return Debentures tendered promptly after termination
or withdrawal of a tender offer. Subject to compliance with applicable law, the
Company further reserves the right, in its sole discretion, to amend the
Exchange Offer in any respect. Amendments to the Exchange Offer may be made at
any time or from time to time effected by public announcement thereof, such
announcement, in the case of any extension, to be issued no later than 9:00
a.m., New York City time, on the next business day after the previously
scheduled Expiration Date. Any public announcement made pursuant to the Exchange
Offer will be disseminated promptly to holders in a manner reasonably designed
to inform holders of such change. Without limiting the manner in which the
Company may choose to make a public announcement, except as required by
applicable law, the Company shall have no obligation to publish, advertise or
otherwise communicate any such public announcement other than by publication in
a newspaper distributed in Luxembourg or, if not practicable, in one other
leading English language daily newspaper with general circulation elsewhere in
Europe.
If the Company materially changes the terms of the Exchange Offer or
the information concerning the Exchange Offer, the Company will extend the
Exchange Offer to the extent required by Rules 13e-4(d)(2) and 13e-4(e)(2)
promulgated under the Exchange Act. These rules provide that the minimum period
during which an offer must remain open following material changes in the terms
of the offer or information concerning the offer (other than a change in
consideration offered or a change in percentage of securities sought) will
depend on the facts and circumstances, including the relative materiality of
such terms or information. The Securities and Exchange Commission has stated
that as a general rule, it is of the view that an offer should remain open for a
minimum of five business days from the date that notice of such a material
change is first published, sent or given. If (i) the Company increases or
decreases the consideration offered for the Debentures pursuant to the Exchange
Offer and (ii) the Exchange Offer is scheduled to expire at any time earlier
than the expiration of a period ending on the tenth business day from, and
including, the date that notice of such increase or decrease is first published,
sent or given, the Exchange Offer will be extended until the expiration of such
period of ten business days.
Solicitation of Tenders; Fees
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, has not retained, and will not pay any
commission or other remuneration to, any broker, dealer, salesman or other
person for soliciting tenders of the Debentures. However, regular employees of
the Company (who will not be additionally compensated therefor) may solicit
tenders and will answer inquiries concerning the Exchange Offer.
Autolend Group, Inc. Announces Debenture Exchange Offer
ALBUQUERQUE, N.M., Oct. 24/PRNewswire/ -- Autolend Group, Inc. (OTC
Bulletin Board: AUTL) announced today that it has commenced an exchange offer
for its currently outstanding $22.0 million of 9.5% Convertible Subordinated
Debentures Due 1997 which were issued in September 1991 to European purchasers.
Interest on the Debentures was due on September 19, 1996 and remains unpaid. The
Company is offering each Debenture holder shares of Common Stock and a class of
14% Cumulative Convertible Preferred Stock. Each $1,000 principal amount
outstanding of Debentures is entitled to receive 100 shares of the Company's
Common Stock and such number of shares of Preferred Stock, valued at $100 per
share, as equals the difference between $1,000 and the market price for the 100
shares of Common Stock, determined at the expiration of the exchange offer. The
exchange offer is not conditioned upon the valid exchange of any minimum
principal amount of Debentures.
The exchange offer will expire at 5:00 p.m., local New York time, on
November 20, 1996, unless extended by the Company. Tenders of Debentures may be
withdrawn at any time until the expiration date.
Holder of Debentures may participate in the exchange offer only through
completion of a Letter of Transmittal and pursuant to the procedures established
by CEDEL BANK, S.A. and EUROCLEAR. Copies of Letter of Transmittal may be
obtained from either CEDEL BANK, S.A. or EUROCLEAR.
Autolend Group, Inc. relocated its headquarters from Miami Beach, FL, to
Albuquerque, NM, effective September 18, 1996.
Autolend Opposes Petition for Debenture Holders
ALBUQUERQUE, N.M., Nov. 4/PRNewswire/--Autolend Group, Inc.
(OTC Bulletin Board: AUTL) today announced that four holders of the Company's
outstanding 9.59% Convertible Subordinated Debentures due September, 1997
filed an Involuntary Petition in Bankruptcy against the Company in the United
States Bankruptcy Court, District of New Mexico, late on November 1, 1996,
alleging that the Company is generally not paying its debts as they became due.
The Company denies the allegation and is filing an answer in the Bankruptcy
Court in an effort to have the petition dismissed. The Company reported that it
is paying all of its debts as they become due but, as previously disclosed, has
not paid the interest on the debentures because the Company has made an offer to
exchange shares of its common stock and preferred stock for all of the out-
standing Debentures, including the interest due in September 1997. The exchange
offer was made on October 27, 1996 and remains outstanding.
The Company is vigourously opposing this petition and expects
to continue the exchange offer to its completion.
The Company also received a Notice of Default in the payment
of the interest due on the Debentures held by the same debenture holders. The
Company has ten days from the notice to cure the default.
