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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. 7)
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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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 Amendments No. 1, No. 2, No. 3, No. 4,
No.5 and No. 6 and this Amendment No. 7, 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 (together the
"Offering Circular"), and a related Letter of Transmittal, a copy of which is
filed as Exhibit (a)(2) hereto. On January 31, 1997, the Company issued a press
release and notified each of the registered holders of Debentures that the
Expiration Date for the Exchange Offer had been extended to 5:00 P.M., New York
City time, on February 14, 1997. The Exchange Offer was previously set to expire
on January 31, 1997. A copy of the press release is attached hereto as Exhibit
(a)(13). 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.
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(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.
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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.*
(a)(9) Press Release dated November 25, 1996.*
(a)(10) Press Release dated December 5, 1996.*
(a)(11) Press Release dated December 19, 1996.*
(a)(12) Press Release dated January 15, 1997.*
(a)(13) Press Release dated January 31, 1997.
(b) Not applicable.
(c) Not applicable.
(d) Not applicable.
(e) Not applicable.
(f) Not applicable.
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* Previously filed.
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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: January 31, 1997 By: /s/ Nunzio P. DeSantis
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Nunzio P. DeSantis,
Chairman of the Board
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EXHIBIT INDEX
Sequentially
Exhibit Numbered
Number Description Page
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(a)(13) Press Release dated January 31, 1997.
AUTOLEND GROUP, INC. ANNOUNCES FURTHER EXTENSION OF EXPIRATION
DATE OF DEBENTURE EXCHANGE OFFER TO FEBRUARY 14, 1997
(Albuquerque, New Mexico -- January 31, 1997) -- AutoLend Group, Inc. (the
"Company") announced today that it has further extended the Expiration Date for
its Exchange Offer for its 9.5% Convertible Subordinated Debentures Due 1997 to
5:00 P.M., New York City time, on February 14, 1997. The Exchange Offer was
previously set to expire on January 31, 1997.
Copies of the Offering Circular and related materials, including the Letter
of Transmittal, may be obtained from the Company as well as from CEDEL BANK,
S.A. and EUROCLEAR. The Company expressly reserves the right to further 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 dated October 22, 1996, as supplemented.
