UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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SCHEDULE 13D
Under the Securities Exchange Act of 1934
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AUTOLEND GROUP, INC.
(Name of Issuer)
Common Stock, par value $.002 per share
(Title of Class of Securities)
052786100
(CUSIP Number)
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David A. Persing, Esq.
885 Third Avenue
34th Floor
New York
New York 10022
Tel. No.: (212) 888-5500
(Name, Address and Telephone Number of
Person Authorized to Receive Notices
and Communications)
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June 28, 2000
(Date of Event which Requires Filing
of this Statement)
If the filing person has previously filed a statement on Schedule 13G to report
the acquisition which is the subject of this Schedule 13D, and is filing this
statement because of Rule 13d-1(b)(3) or (4), check the following box [ ].
<PAGE>
SCHEDULE 13D
CUSIP No. 052786100 Page 2 of 10
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1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Mendham Investments L.P.
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (A) [ ]
(B) [X]
3 SEC USE ONLY
4 SOURCE OF FUNDS
AF
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO
ITEMS 2(d) or 2(e) [ ]
6 CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
7 SOLE VOTING POWER
NUMBER OF 687,500
SHARES
BENEFICIALLY OWNED 8 SHARED VOTING POWER
BY EACH REPORTING
PERSON --
WITH
9 SOLE DISPOSITIVE POWER
687,500
10 SHARED DISPOSITIVE POWER
--
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
687,500
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
SHARES [ ]
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
62.9%
14 TYPE OF REPORTING PERSON
PN
Page 2 of 10
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SCHEDULE 13D
CUSIP No. 052786100 Page 3 of 10
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1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
JWA Investments Corp.
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (A) [ ]
(B) [X]
3 SEC USE ONLY
4 SOURCE OF FUNDS
N/A
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO
ITEMS 2(d) or 2(e) [ ]
6 CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
7 SOLE VOTING POWER
NUMBER OF 687,500
SHARES
BENEFICIALLY OWNED 8 SHARED VOTING POWER
BY EACH REPORTING
PERSON --
WITH
9 SOLE DISPOSITIVE POWER
687,500
10 SHARED DISPOSITIVE POWER
--
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
687,500
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
SHARES [ ]
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
62.9%
14 TYPE OF REPORTING PERSON
CO
Page 3 of 10
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SCHEDULE 13D
CUSIP No. 052786100 Page 4 of 10
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1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
John W. Adams
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (A) [ ]
(B) [X]
3 SEC USE ONLY
4 SOURCE OF FUNDS
N/A
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO
ITEMS 2(d) or 2(e) [ ]
6 CITIZENSHIP OR PLACE OF ORGANIZATION
United States
7 SOLE VOTING POWER
NUMBER OF 687,500
SHARES
BENEFICIALLY OWNED 8 SHARED VOTING POWER
BY EACH REPORTING
PERSON --
WITH
9 SOLE DISPOSITIVE POWER
687,500
10 SHARED DISPOSITIVE POWER
--
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
687,500
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
SHARES [ ]
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
62.9%
14 TYPE OF REPORTING PERSON
IN
Page 4 of 10
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Item 1. Security and Issuer.
This Schedule relates to shares of Common Stock, par value $.002 per
share (the "Common Stock"), of AutoLend Group, Inc., a Delaware corporation (the
"Company"). The principal executive offices of the Company are located at 600
Central SW, Third Floor, Albuquerque, New Mexico 87102.
Item 2. Identity and Background.
The names and addresses of the persons filing this Schedule are as
follows:
1. Mendham Investments L.P. (the "Partnership"), a Delaware limited
partnership, whose principal business and office address is c/o Smith
Management LLC, 885 Third Avenue, 34th Floor, New York, New York 10022,
and which was formed for the purpose of acquiring, owning and disposing
of stock of various companies;
2. JWA Investments Corp. ("General Partner"), a Delaware corporation,
whose principal business and office address is c/o John W. Adams, 885
Third Avenue, 34th Floor, New York, New York 10022, and which was
formed for the purpose of being the general partner of various
partnerships and is the general partner of the Partnership. John W.
Adams is the sole director of General Partner. John W. Adams is the
President and David A. Persing is the Secretary of General Partner.
John W. Adams is the sole shareholder of General Partner and ultimately
in control of this corporation; and
3. John W. Adams, a United States citizen, whose business address is 885
Third Avenue, 34th Floor, New York, New York 10022. John W. Adams is
President of Smith Management LLC ("Smith Management"), a New York
based private investment firm whose address is 885 Third Avenue, New
York, New York 10022.
The Partnership, General Partner and John W. Adams are collectively
referred to as the "Reporting Parties."
The following person is not a beneficial owner under this Schedule but
is identified as an officer or director of the entities mentioned above:
David A. Persing, a United States citizen, whose business address is 885 Third
Avenue, 34th Floor, New York, New York 10022. David A. Persing is Senior Vice
President of Smith Management and Secretary of General Partner.
None of the Reporting Parties or the individual mentioned above have,
during the last five years, been (i) convicted in a criminal proceeding or (ii)
a party to a civil proceeding of a judicial or administrative body of competent
jurisdiction as a result of which such person was subject to a judgment, decree
or final order enjoining future violations of, or prohibiting or mandating
activities subject to, federal or state securities laws or finding any violation
with respect to such laws.
Page 5 of 10
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Item 3. Source and Amount of Funds or Other Consideration
The Reporting Parties utilized no funds in the acquisition of the
Common Stock of the issuer triggering the filing of this Schedule 13D. The
Common Stock was acquired by the Partnership as capital contributions from
limited partners of the Partnership in exchange for interests in the
Partnership. The limited partners are Individual Retirement Accounts or other
entities the beneficiaries of which are members of the Smith family or which are
otherwise associated with the Smith family or Smith Management LLC. The limited
partners acquired the Common Stock in early May 2000 through a debt to equity
conversion in connection with the Company's Chapter 11 Bankruptcy plan of
reorganization.
Item 4. Purpose of Transaction
The Reporting Parties acquired the Common Stock for general investment
purposes. The Reporting Parties intend to review their equity interest in the
issuer on a continuing basis. Depending on the Reporting Parties' evaluation of
the Company's business and prospects, and upon future developments (including,
but not limited to, market prices of the Common Stock, availability and
alternative uses of funds, as well as conditions in the securities markets and
general economic and industry conditions), the Reporting Parties reserve the
right to acquire additional shares of Common Stock, to dispose of shares of
Common Stock or to formulate other purposes, plans or proposals regarding the
Company to the extent deemed advisable by the Reporting Parties. The Reporting
Parties currently have no intention, plan or proposal, though each Reporting
Party reserves the right to subsequently devise or implement such plan or
proposal, with respect to:
1. The acquisition by any person of additional securities of the issuer,
or the disposition of securities of the issuer;
2. An extraordinary corporate transaction, such as a merger,
reorganization or liquidation, involving the issuer or any of its
subsidiaries;
3. A sale or transfer of a material amount of assets of the issuer or any
of its subsidiaries;
4. Any change in the present Board of Directors or management of the
issuer, including any plan or proposals to change the number or term of
directors or to fill any existing vacancy on the Board.
5. Any material change in the present capitalization or dividend policy of
the issuer;
6. Any other material change in the issuer's business or corporate
structure;
Page 6 of 10
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7. Changes in the issuer's charter, bylaws or instruments corresponding
thereto or other actions which may impede the acquisition of control of
the issuer by any person;
8. Causing a class of securities of the issuer to be delisted from a
national securities exchange or to cease to be authorized to be quoted
in an inter-dealer quotation system of a registered national securities
association;
9. A class of equity securities of the issuer becoming eligible for
termination of registration pursuant to Section 12(g)(4) of the
Securities Exchange Act of 1934; or
10. Any action similar to any of those enumerated above.
Item 5. Interest in Securities of the Issuer.
To the best of the Reporting Parties' knowledge based on the
information obtained from the Company, the aggregate number of shares of Common
Stock of the Company outstanding as of June 23, 2000 is 1,093,004 shares.
(a) The Partnership beneficially owns an aggregate of 687,500 shares of
Common Stock, which represents 62.9% of the issued and outstanding shares of the
Common Stock. General Partner beneficially owns an aggregate of 687,500 shares
of Common Stock, which represents 62.9% of the issued and outstanding shares of
the Common Stock. Such shares are owned by the Partnership of which General
Partner is the general partner. John W. Adams beneficially owns an aggregate of
687,500 shares of Common Stock, which represents 62.9% of the issued and
outstanding shares of the Common Stock. Such shares are owned by the
Partnership.
(b) The Partnership, acting through its general partner, has sole power
to vote or to direct the vote of 687,500 shares of Common Stock and the sole
power to dispose or to direct the disposition of 687,500 shares of Common Stock.
General Partner, as general partner of the Partnership, has sole power to vote
or to direct the vote of 687,500 shares of Common Stock and the sole power to
dispose or to direct the disposition of 687,500 shares of Common Stock. John W.
Adams, as sole shareholder of General Partner, has sole power to vote or to
direct the vote of 687,500 shares of Common Stock and sole power to dispose or
to direct the disposition of 687,500 shares of Common Stock.
(c) Except as set forth herein, none of the persons named in response
to paragraph (a) has effected any transactions in shares of Common Stock during
the last 60 days.
Page 7 of 10
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(d) No person other than the Reporting Persons has the right to receive
or the power to direct the receipt of dividends from, or the proceeds from the
sale of, the shares of Common Stock owned by the Reporting Persons.
(e) Not applicable.
Item 6. Contracts, Arrangements, Understandings or Relationships with Respect
to Securities of the Issuer
There are no contracts, arrangements, understandings or relationships
(legal or otherwise) among the persons named in Item 2 and between such persons
and any person with respect to any security of the Company.
Item 7. Material to be Filed as Exhibits
Exhibit 1. Joint Filing Agreement of the Reporting Parties, dated June
29, 2000.
Page 8 of 10
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SIGNATURES
After reasonable inquiry and to the best of my knowledge and belief, I
certify that the information set forth in this statement is true, complete and
correct.
Dated: June 29, 2000
MENDHAM INVESTMENTS L.P.
By: JWA Investments Corp., its
general partner
By: /s/ John W. Adams
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John W. Adams
President
JWA INVESTMENTS CORP.
By: /s/ John W. Adams
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John W. Adams
President
/s/ John W. Adams
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John W. Adams
Page 9 of 10
