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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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SCHEDULE TO/A
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TENDER OFFER STATEMENT - FINAL AMENDMENT
(Pursuant to Section 13(e)(1) of the Securities Exchange Act of 1934)
AUTOLEND GROUP, INC.
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(Name of Issuer; "Subject Company")
PRINOVA CAPITAL GROUP, LLC
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(Name of Person(s) Filing Statement; "Offeror")
FIVE-YEAR UNSECURED NON-INTEREST-BEARING DEBT OBLIGATIONS
(aggregate principal face value $196,500)
under the terms of AutoLend's Third Amended Plan of Reorganization
made effective March 5, 1999.
(Title of Class of Securities)
(none)
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(CUSIP Number of Class of Securities)
Robert G. Cates, Esq.
Cates & Quintana, Attorneys
600 Central Avenue SW, Suite 300
Albuquerque, NM 87102
Tel. No.: (505) 767-9993
Fax No.: (505) 837-9427
(Name, Address and Telephone Number of Person Authorized to Receive
Notices and Communications on Behalf of Person(s) Filing Statement)
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CALCULATION OF FILING FEE
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TRANSACTION VALUATION $9,825 (a) AMOUNT OF FILING FEE: $1.97 (b)
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(a) Calculated as the aggregate maximum purchase price to be paid for
$196,500 aggregate principal face value, per the offer.
(b) Calculated as 1/50 of 1% of the Transaction Valuation.
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[ ] Check box if any part of the fee is offset as provided by Rule
0-11(a)(2), and identify the filing with which the offsetting fee was
previously paid. Identify the previous filing by registration
statement number, or the Form or Schedule and the date of its filing:
Amount Previously Paid:----------------------- Not Applicable
Form or Registration No.: -------------------- Not Applicable
Filing Party: -------------------------------- Not Applicable
Date Filed: ---------------------------------- Not Applicable
[ ] Check the box if the filing relates solely to preliminary
communications made before the commencement of a tender offer.
Check the appropriate boxes below to designate any transactions to which the
statement relates:
[X] third-party tender offer subject to Rule 14d-1
[ ] issuer tender offer subject to Rule 13e-4
[ ] going-private transaction subject to Rule 13e-3
[ ] amendment to Schedule 13D under Rule 13d-2
Check the following box if the filing is a final amendment reporting the results
of the tender offer: [ ]
Page 2 of 3
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This Amendment supplements the Tender Offer Statement on Schedule TO filed
with the Securities and Exchange Commission (the "SEC") on December 7, 2001
relating to the offer by Prinova Capital Group, LLC to purchase outstanding
five-year unsecured non-interest-bearing debt obligations sold by AutoLend
Group, Inc. under its Third Plan of Reorganization approved by the U.S.
Bankruptcy Court for the District of New Mexico on March 5, 1999.
The Offer to purchase was, by the terms of the Schedule TO, set to expire
by midnight, December 27, 2001. On December 20, 2001 the SEC communicated to
Prinova Capital Group a request for clarifications on three points. Because
Prinova Capital Group anticipates filing of a new Schedule TO along the same
criteria as the December 7, 2001 TO, responses to the requests of the SEC are
made here and will be repeated in the subsequent TO filing. This supplement
also contains the final results of the proposed purchase of AutoLend Group, Inc.
debt instruments.
The Tender Offer is amended to specify that no conditions to the offer to
purchase exist and that Offeror will purchase any and all debt submitted by
debt-holders for payment. Offeror is not required to accept for payment, or to
purchase or pay for any debt that has been encumbered or pledged by current
holders to third parties and Offeror will require written verification from the
debt holder. Any debt not otherwise encumbered by or pledged to third parties
that is presented to the Offeror for purchase under the terms of the Tender
Offer will be purchased by the Offeror.
These amended terms shall be included in any subsequent Tender Offer made
by the Offeror for these same securities.
Item 4. Terms of the Transaction.
Item 4 of the Schedule TO is hereby supplemented as follows:
(a) The Offer expired at midnight (12:00 a.m.) December 27, 2001, Mountain
Standard Time. No holders of qualifying AutoLend Group, Inc. debt
instruments accepted the offer of purchase before the deadline nor
formally requested an extension of that deadline. The Tender Offer did
result in opening communication with holders of debt instruments with
the result that since December 27, 2001, negotiations on terms of an
acceptable purchase offer had taken place, by email, between
representatives of Prinova Capital Group and representative of
Voralsburger Volksbank of Vienna, Austria. Voralsburger Volksbank is a
holder of both stock and qualifying debt instruments in AutoLend
Group, Inc. Prinova intends to file a new tender offer in order to
renew its offer of purchase on revised terms.
(b) No options were tendered by any AutoLend executive officers or
affiliate.
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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 Final Amendment to the Schedule TO is
true, complete and correct.
Prinova Capital Group, LLC
Date: January 24, 2002 /s/ Vincent J. Garcia
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Vincent J. Garcia
Managing Member
Prinova Capital Group, LLC