- --------------------------------------------------------------------------------
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
(Rule 13d-101)
INFORMATION TO BE INCLUDED IN STATEMENTS
FILED PURSUANT TO RULE 13d-1(a) AND AMENDMENTS
THERETO FILED PURSUANT TO RULE 13d-2(a)
(AMENDMENT NO. 1)1
OPEN PLAN SYSTEMS, INC.
- --------------------------------------------------------------------------------
(Name of Issuer)
COMMON STOCK, NO PAR VALUE
- --------------------------------------------------------------------------------
(Title of Class of Securities)
683709 10 9
- --------------------------------------------------------------------------------
(CUSIP Number)
W. SYDNOR SETTLE, GREAT LAKES CAPITAL, LLC
310 SOUTH STREET, MORRISTOWN, NEW JERSEY 07960 (973) 267-1088
- --------------------------------------------------------------------------------
(Name, Address and Telephone Number of Person Authorized to
Receive Notices and Communications)
SEPTEMBER 15, 1999
- --------------------------------------------------------------------------------
(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 that is the subject of this Schedule 13D, and is
filing this schedule because of Rule 13d-1(e), 13d-1(f) or 13d-1(g), check the
following box |_|.
Note: Schedules filed in paper format shall include a signed original
and five copies of the schedule, including all exhibits. See Rule 13d-7(b) for
other parties to whom copies are to be sent.
(Continued on following pages)
(Page 1 of 26 Pages)
__________________
1 The remainder of this cover page shall be filled out for a reporting
person's initial filing on this form with respect to the subject class of
securities, and for any subsequent amendment containing information which would
alter disclosures provided in a prior cover page.
The information required on the remainder of this cover page shall not
be deemed to be "filed" for the purpose of Section 18 of the Securities Exchange
Act of 1934, as amended (the "Act"), or otherwise subject to the liabilities of
that section of the Act but shall be subject to all other provisions of the Act
(however, see the Notes).
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<PAGE>
- ------------------------- -------------------------
CUSIP No. 683709 10 9 SCHEDULE 13D Page 2 of 26 Pages
- ------------------------- -------------------------
- --------- ----------------------------------------------------------------------
1 NAME OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
Great Lakes Capital, LLC
- --------- ----------------------------------------------------------------------
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) |_|
(b) |X|
- --------- ----------------------------------------------------------------------
3 SEC USE ONLY
- --------- ----------------------------------------------------------------------
4 SOURCE OF FUNDS*
OO
- --------- ----------------------------------------------------------------------
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO
ITEM 2(d) or 2(e) |_|
Not Applicable
- --------- ----------------------------------------------------------------------
6 CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
- ------------------------- ------- ----------------------------------------------
NUMBER OF 7 SOLE VOTING POWER
SHARES 804,000
------- ----------------------------------------------
8 SHARED VOTING POWER
BENEFICIALLY
-0-
------- ----------------------------------------------
OWNED BY EACH 9 SOLE DISPOSITIVE POWER
REPORTING 804,000
------- ----------------------------------------------
10 SHARED DISPOSITIVE POWER
PERSON WITH
-0-
- ------------------------- ------- ----------------------------------------------
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
804,000
- --------- ----------------------------------------------------------------------
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES*
|X|
- --------- ----------------------------------------------------------------------
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
16.1%
- --------- ----------------------------------------------------------------------
14 TYPE OF REPORTING PERSON*
OO (limited liability company)
- --------- ----------------------------------------------------------------------
*SEE INSTRUCTIONS BEFORE FILLING OUT!
<PAGE>
- ------------------------- -------------------------
CUSIP No. 683709 10 9 SCHEDULE 13D Page 3 of 26 Pages
- ------------------------- -------------------------
- --------- ----------------------------------------------------------------------
1 NAME OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
W. Sydnor Settle
- --------- ----------------------------------------------------------------------
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) |_|
(b) |X|
- --------- ----------------------------------------------------------------------
3 SEC USE ONLY
- --------- ----------------------------------------------------------------------
4 SOURCE OF FUNDS*
PF
- --------- ----------------------------------------------------------------------
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO
ITEM 2(d) or 2(e) |_|
Not Applicable
- --------- ----------------------------------------------------------------------
6 CITIZENSHIP OR PLACE OF ORGANIZATION
United States of America
- ------------------------- ------- ----------------------------------------------
NUMBER OF 7 SOLE VOTING POWER
SHARES 54,000
------- ----------------------------------------------
8 SHARED VOTING POWER
BENEFICIALLY
-0-
------- ----------------------------------------------
OWNED BY EACH 9 SOLE DISPOSITIVE POWER
REPORTING 54,000
------- ----------------------------------------------
10 SHARED DISPOSITIVE POWER
PERSON WITH
-0-
- ------------------------- ------- ----------------------------------------------
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
54,000
- --------- ----------------------------------------------------------------------
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES*
|X|
- --------- ----------------------------------------------------------------------
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
1.2%
- --------- ----------------------------------------------------------------------
14 TYPE OF REPORTING PERSON*
IN
- --------- ----------------------------------------------------------------------
*SEE INSTRUCTIONS BEFORE FILLING OUT!
<PAGE>
- ------------------------- -------------------------
CUSIP No. 683709 10 9 SCHEDULE 13D Page 4 of 26 Pages
- ------------------------- -------------------------
- --------- ----------------------------------------------------------------------
1 NAME OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
Thomas H. Corson
- --------- ----------------------------------------------------------------------
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) |_|
(b) |X|
Not Applicable
- --------- ----------------------------------------------------------------------
3 SEC USE ONLY
- --------- ----------------------------------------------------------------------
4 SOURCE OF FUNDS*
PF
- --------- ----------------------------------------------------------------------
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO
ITEM 2(d) or 2(e) |_|
Not Applicable
- --------- ----------------------------------------------------------------------
6 CITIZENSHIP OR PLACE OF ORGANIZATION
United States of America
- ------------------------- ------- ----------------------------------------------
NUMBER OF 7 SOLE VOTING POWER
SHARES 50,000
------- ----------------------------------------------
8 SHARED VOTING POWER
BENEFICIALLY
-0-
------- ----------------------------------------------
OWNED BY EACH 9 SOLE DISPOSITIVE POWER
REPORTING 50,000
------- ----------------------------------------------
10 SHARED DISPOSITIVE POWER
PERSON WITH
-0-
- ------------------------- ------- ----------------------------------------------
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
50,000
- --------- ----------------------------------------------------------------------
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES*
|X|
- --------- ----------------------------------------------------------------------
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
1.1%
- --------- ----------------------------------------------------------------------
14 TYPE OF REPORTING PERSON*
IN
- --------- ----------------------------------------------------------------------
*SEE INSTRUCTIONS BEFORE FILLING OUT!
<PAGE>
- ------------------------- -------------------------
CUSIP No. 683709 10 9 SCHEDULE 13D Page 5 of 26 Pages
- ------------------------- -------------------------
- --------- ----------------------------------------------------------------------
1 NAME OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
William F. Crabtree
- --------- ----------------------------------------------------------------------
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) |_|
(b) |X|
Not Applicable
- --------- ----------------------------------------------------------------------
3 SEC USE ONLY
- --------- ----------------------------------------------------------------------
4 SOURCE OF FUNDS*
PF
- --------- ----------------------------------------------------------------------
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO
ITEM 2(d) or 2(e) |_|
Not Applicable
- --------- ----------------------------------------------------------------------
6 CITIZENSHIP OR PLACE OF ORGANIZATION
United States of America
- ------------------------- ------- ----------------------------------------------
NUMBER OF 7 SOLE VOTING POWER
SHARES 32,000
------- ----------------------------------------------
8 SHARED VOTING POWER
BENEFICIALLY
-0-
------- ----------------------------------------------
OWNED BY EACH 9 SOLE DISPOSITIVE POWER
REPORTING 32,000
------- ----------------------------------------------
10 SHARED DISPOSITIVE POWER
PERSON WITH
-0-
- ------------------------- ------- ----------------------------------------------
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
32,000
- --------- ----------------------------------------------------------------------
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES*
|X|
- --------- ----------------------------------------------------------------------
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
0.7%
- --------- ----------------------------------------------------------------------
14 TYPE OF REPORTING PERSON*
IN
- --------- ----------------------------------------------------------------------
*SEE INSTRUCTIONS BEFORE FILLING OUT!
<PAGE>
- ------------------------- -------------------------
CUSIP No. 683709 10 9 SCHEDULE 13D Page 6 of 26 Pages
- ------------------------- -------------------------
- --------- ----------------------------------------------------------------------
1 NAME OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
John L. Hobey
- --------- ----------------------------------------------------------------------
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) |_|
(b) |X|
Not Applicable
- --------- ----------------------------------------------------------------------
3 SEC USE ONLY
- --------- ----------------------------------------------------------------------
4 SOURCE OF FUNDS*
PF
- --------- ----------------------------------------------------------------------
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO
ITEM 2(d) or 2(e) |_|
Not Applicable
- --------- ----------------------------------------------------------------------
6 CITIZENSHIP OR PLACE OF ORGANIZATION
United States of America
- ------------------------- ------- ----------------------------------------------
NUMBER OF 7 SOLE VOTING POWER
SHARES 105,000
------- ----------------------------------------------
8 SHARED VOTING POWER
BENEFICIALLY
-0-
------- ----------------------------------------------
OWNED BY EACH 9 SOLE DISPOSITIVE POWER
REPORTING 105,000
------- ----------------------------------------------
10 SHARED DISPOSITIVE POWER
PERSON WITH
-0-
- ------------------------- ------- ----------------------------------------------
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
105,000
- --------- ----------------------------------------------------------------------
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES*
|X|
- --------- ----------------------------------------------------------------------
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
2.4%
- --------- ----------------------------------------------------------------------
14 TYPE OF REPORTING PERSON*
IN
- --------- ----------------------------------------------------------------------
*SEE INSTRUCTIONS BEFORE FILLING OUT!
<PAGE>
- ------------------------- -------------------------
CUSIP No. 683709 10 9 SCHEDULE 13D Page 7 of 26 Pages
- ------------------------- -------------------------
- --------- ----------------------------------------------------------------------
1 NAME OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
Charles B. Kaufmann, III
- --------- ----------------------------------------------------------------------
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) |_|
(b) |X|
- --------- ----------------------------------------------------------------------
3 SEC USE ONLY
- --------- ----------------------------------------------------------------------
4 SOURCE OF FUNDS*
PF
- --------- ----------------------------------------------------------------------
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO
ITEM 2(d) or 2(e) |_|
Not Applicable
- --------- ----------------------------------------------------------------------
6 CITIZENSHIP OR PLACE OF ORGANIZATION
United States of America
- ------------------------- ------- ----------------------------------------------
NUMBER OF 7 SOLE VOTING POWER
SHARES 6,000
------- ----------------------------------------------
8 SHARED VOTING POWER
BENEFICIALLY
-0-
------- ----------------------------------------------
OWNED BY EACH 9 SOLE DISPOSITIVE POWER
REPORTING 6,000
------- ----------------------------------------------
10 SHARED DISPOSITIVE POWER
PERSON WITH
-0-
- ------------------------- ------- ----------------------------------------------
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
6,000
- --------- ----------------------------------------------------------------------
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES*
|X|
- --------- ----------------------------------------------------------------------
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
0.1%
- --------- ----------------------------------------------------------------------
14 TYPE OF REPORTING PERSON*
IN
- --------- ----------------------------------------------------------------------
*SEE INSTRUCTIONS BEFORE FILLING OUT!
<PAGE>
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CUSIP No. 683709 10 9 SCHEDULE 13D Page 8 of 26 Pages
- ------------------------- -------------------------
- --------- ----------------------------------------------------------------------
1 NAME OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
Thomas J. McGrath
- --------- ----------------------------------------------------------------------
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) |_|
(b) |X|
- --------- ----------------------------------------------------------------------
3 SEC USE ONLY
- --------- ----------------------------------------------------------------------
4 SOURCE OF FUNDS*
PF
- --------- ----------------------------------------------------------------------
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO
ITEM 2(d) or 2(e) |_|
Not Applicable
- --------- ----------------------------------------------------------------------
6 CITIZENSHIP OR PLACE OF ORGANIZATION
United States of America
- ------------------------- ------- ----------------------------------------------
NUMBER OF 7 SOLE VOTING POWER
SHARES -0-
------- ----------------------------------------------
8 SHARED VOTING POWER
BENEFICIALLY
-0-
------- ----------------------------------------------
OWNED BY EACH 9 SOLE DISPOSITIVE POWER
REPORTING -0-
------- ----------------------------------------------
10 SHARED DISPOSITIVE POWER
PERSON WITH
-0-
- ------------------------- ------- ----------------------------------------------
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
-0-
- --------- ----------------------------------------------------------------------
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES*
|X|
- --------- ----------------------------------------------------------------------
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
0%
- --------- ----------------------------------------------------------------------
14 TYPE OF REPORTING PERSON*
IN
- --------- ----------------------------------------------------------------------
*SEE INSTRUCTIONS BEFORE FILLING OUT!
<PAGE>
AMENDMENT NO. 1
TO
SCHEDULE 13D
FOR
GREAT LAKES CAPITAL, LLC
This amended and restated Schedule 13D of Great Lakes Capital, LLC
("Great Lakes") is being filed by Great Lakes and its members: W. Sydnor Settle,
Thomas H. Corson, William F. Crabtree, John L. Hobey, Charles B. Kaufmann, III,
and Thomas J. McGrath (collectively, the "Members"). The purpose of such amended
and restated filing is to (i) amend and restate the original Schedule 13D of
Great Lakes to include the Members, and (ii) report the purchase of additional
shares of common stock, no par value (the "Common Stock") of Open Plan Systems,
Inc., a Virginia corporation (the "Issuer") by the Members. This Schedule 13D is
a joint filing of Great Lakes and the Members, pursuant to an Agreement to Joint
Filing of Schedule 13D dated October 25, 1999 which is attached hereto as
Exhibit E and incorporated herein.
Item 1. Security and Issuer
This Schedule 13D relates to the Common Stock of the Issuer.
The address of the principal executive offices of the Issuer
is 4299 Carolina Avenue, Building C, Richmond, Virginia 23222.
Item 2. Identity and Background
Great Lakes Capital, LLC
Great Lakes is a limited liability company organized in June
1998 under the laws of the State of Delaware. The members of
Great Lakes are W. Sydnor Settle ("Settle"), who also serves
as a manager and as the Chairman and President of Great Lakes,
Thomas H. Corson ("Corson"), who also serves as a manager and
as Vice President of Great Lakes, William F. Crabtree
("Crabtree"), John L. Hobey ("Hobey"), Charles B. Kaufmann,
III ("Kaufmann"), who also serves as Secretary of Great Lakes,
and Thomas J. McGrath ("McGrath"), who also serves as a
manager and as the Treasurer of Great Lakes. Great Lakes was
formed specifically for the purpose of investing in and
holding securities of the Issuer. As described in Item 3
below, it also provides certain management and consulting
services to the Issuer. The address of its principal office is
310 South Street, Morristown, New Jersey 07960.
During the past five years, Great Lakes has not been convicted
in any criminal proceeding, excluding traffic violations or
similar misdemeanors, nor has Great Lakes been a party to a
civil proceeding of a judicial or administrative body of
competent jurisdiction or been 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 9 of 26 Pages
<PAGE>
W. Sydnor Settle
(A) W. Sydnor Settle.
(B) The business address of Settle is 310 South Street,
Morristown, New Jersey 07960.
(C) Settle is a private investor whose business address
is disclosed in paragraph (B) above. Settle is also a
director of the Issuer, and serves as a manager and
as the Chairman and President of Great Lakes. Settle
was a partner of the New York-based law firm, Simpson
Thacher & Bartlett, from 1969 to 1990, when he
retired to become of counsel.
(D) During the past five years, Settle has not been
convicted in a criminal proceeding, excluding traffic
violations or similar misdemeanors.
(E) During the past five years, Settle has not been a
party to a civil proceeding of a judicial or
administrative body of competent jurisdiction and has
not been 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.
(F) Settle is a citizen of the U.S.A.
Thomas H. Corson
(A) Thomas H. Corson.
(B) The business address of Corson is 600 Skyview Drive,
P.O. Box 504, Middlebury, Indiana 46540.
(C) Corson is a private investor whose business address
is disclosed in paragraph (B) above. Corson was the
co-founder of, and currently serves as Chairman
Emeritus and a director of, Coachmen Industries, Inc.
(NYSE), a leading manufacturer of recreational
vehicles and modular homes. He is also a manager and
Vice President of Great Lakes.
(D) During the past five years, Corson has not been
convicted in a criminal proceeding, excluding traffic
violations or similar misdemeanors.
(E) During the past five years, Corson has not been a
party to a civil proceeding of a judicial or
administrative body of competent jurisdiction and has
not been 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 10 of 26 Pages
<PAGE>
(F) Corson is a citizen of the U.S.A.
William F. Crabtree
(A) William F. Crabtree.
(B) The business address of Crabtree is c/o Open Plan
Systems, Inc., 4299 Carolina Avenue, Building C,
Richmond, Virginia 23222.
(C) Crabtree is the Chief Financial Officer of the Issuer
at the address disclosed in paragraph (B) above.
(D) During the past five years, Crabtree has not been
convicted in a criminal proceeding, excluding traffic
violations or similar misdemeanors.
(E) During the past five years, Crabtree has not been a
party to a civil proceeding of a judicial or
administrative body of competent jurisdiction and has
not been 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.
(F) Crabtree is a citizen of the U.S.A.
John L. Hobey
(A) John L. Hobey.
(B) The business address of Hobey is c/o Open Plan
Systems, Inc., 4299 Carolina Avenue, Building C,
Richmond, Virginia 23222.
(C) Hobey is the Chief Executive Officer of the Issuer at
the address disclosed in paragraph (B) above. Hobey
is also a director of the Issuer.
(D) During the past five years, Hobey has not been
convicted in a criminal proceeding, excluding traffic
violations or similar misdemeanors.
(E) During the past five years, Hobey has not been a
party to a civil proceeding of a judicial or
administrative body of competent jurisdiction and has
not been 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.
(F) Hobey is a citizen of the U.S.A.
Page 11 of 26 Pages
<PAGE>
Charles B. Kaufmann, III
(A) Charles B. Kaufmann, III.
(B) The business address of Kaufmann is c/o Holland,
Kaufmann & Bartels, LLC, 289 Greenwich Avenue,
Greenwich, Connecticut 06830.
(C) Kaufmann is an attorney at the address disclosed in
paragraph (B) above. He also serves as Secretary of
Great Lakes.
(D) During the past five years, Kaufmann has not been
convicted in a criminal proceeding, excluding traffic
violations or similar misdemeanors.
(E) During the past five years, Kaufmann has not been a
party to a civil proceeding of a judicial or
administrative body of competent jurisdiction and has
not been 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.
(F) Kaufmann is a citizen of the U.S.A.
Thomas J. McGrath
(A) Thomas J. McGrath.
(B) The business address of McGrath is c/o Simpson
Thacher & Bartlett, 425 Lexington Avenue, New York,
New York 10017.
(C) McGrath is a private investor whose business address
is disclosed in paragraph (B) above. McGrath was a
partner of the New York-based law firm, Simpson
Thacher & Bartlett, from 1970 to 1995. He also serves
as a manager and Treasurer of Great Lakes.
(D) During the past five years, McGrath has not been
convicted in a criminal proceeding, excluding traffic
violations or similar misdemeanors.
(E) During the past five years, McGrath has not been a
party to a civil proceeding of a judicial or
administrative body of competent jurisdiction and has
not been 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.
(F) McGrath is a citizen of the U.S.A.
Page 12 of 26 Pages
<PAGE>
Item 3. Source and Amount of Funds and Other Consideration
The source and amount of funds or other consideration used, or
to be used, by each of Great Lakes, Settle, Corson, Crabtree,
Hobey, Kaufmann and McGrath in acquiring beneficial ownership
of shares of Common Stock are set forth below.
Great Lakes Capital, LLC
On June 17, 1998, the Issuer and Great Lakes entered into a
Management and Consulting Agreement (the "Consulting
Agreement"), a copy of which is attached to this Schedule 13D
as Exhibit A and is incorporated by reference into this
Schedule 13D. Under the Consulting Agreement, Great Lakes
agreed to provide certain management and consulting services
to the Issuer for an 18-month period, including making
available to the Issuer two of its members, Hobey and
Crabtree, to serve as Chief Executive Officer and Chief
Financial Officer, respectively, of the Issuer. In connection
with the execution of the Consulting Agreement, Hobey and
Crabtree each entered into a written employment agreement with
the Issuer for a term of 18 months commencing on June 17, 1998
(each an "Employment Agreement"). The Issuer also appointed
Hobey and Settle to its Board of Directors.
In connection with the execution of the Consulting Agreement,
Great Lakes acquired 200,000 shares of Common Stock directly
from the Issuer at a purchase price of $2.175 per share. The
funds used to acquire such shares were funds contributed to
Great Lakes by its Members.
In consideration for the services under the Consulting
Agreement, Great Lakes acquired an option to purchase up to
600,000 shares of the Common Stock (the "Option"), pursuant to
a Nonqualified Stock Option Agreement, dated as of June 17,
1998, between the Issuer and Great Lakes (the "Stock Option
Agreement"). A copy of the Stock Option Agreement is attached
to this Schedule 13D as Exhibit B and is incorporated by
reference into this Schedule 13D.
Under the Stock Option Agreement, the Option is immediately
exercisable by Great Lakes, and the option prices per share
are as follows:
Number of Shares Exercise Price
150,000 $3.00
150,000 $4.50
150,000 $6.00
150,000 $7.50
Except as described below, the Option shall expire on June 30,
2003. The Stock Option Agreement provides that, if at any time
prior to December 17, 1998, (i) OPS terminated Hobey's
employment as Chief Executive Officer of OPS for
Page 13 of 26 Pages
<PAGE>
Proper Cause (as defined in Hobey's Employment Agreement),
(ii) OPS terminated Hobey's employment as Chief Executive
Officer of OPS due to death or disability (in accordance with
the Hobey's Employment Agreement) or (iii) Hobey voluntarily
resigned as Chief Executive Officer of OPS (any of the
following, a "Termination Event"), then the Option would
expire immediately. If between December 17, 1998 and June 17,
1999, a Termination Event had occurred, the Option would have
expired one year following such Termination Event. As of
September 15, 1999, no such Termination Event had occurred.
As described in Item 6 below, concurrently with entering into
the Consulting Agreement with the Issuer, Great Lakes also
entered into a Voting and Standstill Agreement and a
Registration Rights Agreement.
In December 1998, Great Lakes purchased 4,000 additional
shares of Common Stock on the open market at $2.69 per share.
W. Sydnor Settle
Settle acquired (i) 3,000 shares of Common Stock for
approximately $7,750 in personal funds in late 1997, (ii)
options for 1,000 shares (the "Settle Option") in May 1999 at
an exercise price of $2.81 per share for his service on the
Issuer's Board of Directors, pursuant to the Issuer's Stock
Option Plan for Non-Employee Directors (the "Directors'
Plan"), which options are immediately exercisable and expire
on May 11, 2009 and (iii) 50,000 shares of Common Stock for
$125,000 in personal funds on September 15, 1999 pursuant to
that certain Stock Redemption and Sale Agreement, dated August
31, 1999, between the Issuer and Settle, Corson, Crabtree,
Hobey and Kaufmann (the "Stock Redemption and Sale Agreement")
attached hereto as Exhibit F and incorporated herein. Such
purchase transaction identified in (iii) above (the "Fischer
Transaction") is more particularly described in Item 5 below.
Thomas H. Corson
Corson acquired 50,000 shares of Common Stock for $125,000 in
personal funds on September 15, 1999 in the Fischer
Transaction pursuant to the Stock Redemption and Sale
Agreement.
William F. Crabtree
Crabtree acquired (i) 3,000 shares of Common Stock for
approximately $9,000 in personal funds in February and March
of 1998, (ii) options for 12,500 shares on June 15, 1998, at
an exercise price of $2.44 per share, immediately exercisable
and expiring on June 30, 2003, in connection with his
Employment Agreement, pursuant to the Issuer's 1996 Incentive
Stock Plan (the "Incentive Stock Plan") (iii) options for
12,500 shares in May 1999, at an exercise price of $2.63 per
share, immediately exercisable and expiring on May 12, 2006,
pursuant to the
Page 14 of 26 Pages
<PAGE>
Incentive Stock Plan ((ii) and (iii) collectively, the
"Crabtree" Option) and (iv) 4,000 shares of Common Stock for
$10,000 in personal funds on September 15, 1999, in the
Fischer Transaction pursuant to the Stock Redemption and Sale
Agreement.
John L. Hobey
Hobey acquired (i) 5,000 shares of Common Stock for
approximately $14,563 in personal funds in February and March
1998, (ii) options for 25,000 shares of Common Stock on June
15, 1998, at an exercise price of $2.44 per share, immediately
exercisable and expiring on June 30, 2003, in connection with
his Employment Agreement, pursuant to the Incentive Stock
Plan, (iii) options for 25,000 shares of Common Stock in May
1999, at an exercise price of $2.63 per share, immediately
exercisable and expiring on May 12, 2006, pursuant to the
Incentive Stock Plan, and (iv) 50,000 shares of Common Stock
for $125,000 in personal funds on September 15, 1999 in the
Fischer Transaction pursuant to the Stock Redemption and Sale
Agreement.
Charles B. Kaufmann, III
Kaufmann acquired 6,000 shares of Common Stock for $15,000 in
personal funds on September 15, 1999, in the Fischer
Transaction pursuant to the Stock Redemption and Sale
Agreement.
Thomas J. McGrath
McGrath does not claim any beneficial ownership in any shares
of Common Stock.
Item 4. Purpose of Transaction
The primary purpose for the acquisition by Great Lakes of
shares of Common Stock and the Option, as described in Item 3
above, as well as the acquisition by Settle, Corson, Crabtree,
Hobey and Kaufmann of their respective shares of Common Stock
and stock options (as the case may be) also described in Item
3 above, is for investment. Moreover, the business of Great
Lakes, as stated in its operating agreement, is limited to
investing in the securities of the Issuer and the management
of such investments.
Great Lakes and its members intend to continue to evaluate the
Issuer and its business prospects and to take such actions as
they shall deem necessary and appropriate in their sole
discretion to maximize the economic value of their investment
in the securities of the Issuer, including further
acquisitions and/or dispositions of shares of Common Stock at
any time, subject, however, to certain restrictions contained
in a Voting and Standstill Agreement, dated as of June 17,
1998, by and between the Issuer, Great Lakes and, for the
limited purposes set
Page 15 of 26 Pages
<PAGE>
forth therein, Great Lakes Capital, Inc., a Delaware
corporation (the "Standstill Agreement"). A copy of the
Standstill Agreement is attached to this Schedule 13D as
Exhibit C and is incorporated by reference into this Schedule
13D. Among other restrictions in the Standstill Agreement,
Great Lakes and its affiliates may not (without the consent of
the Issuer) acquire shares of Common Stock if, following such
acquisition, Great Lakes and its affiliates would beneficially
own greater than 21.0% of the issued and outstanding shares of
Common Stock. This restriction, however, does not apply to
shares of Common Stock or other securities granted pursuant to
any benefit plan of the Issuer, such as the Crabtree Option
and the Hobey Option.
Except as described above or otherwise in this Schedule 13D,
there are no plans or proposals that Great Lakes, Settle,
Corson, Crabtree, Hobey, Kaufmann or McGrath may have that
relate to or would result in:
(A) The acquisition by any person of additional
securities of the Issuer or the disposition of
securities of the Issuer;
(B) An extraordinary corporate transaction, such as a
merger, reorganization or liquidation, involving the
Issuer or any of its subsidiaries;
(C) A sale or transfer of a material amount of assets of
the Issuer or of any of its subsidiaries;
(D) Any change in the present board of directors or
management of the Issuer, including any plans or
proposals to change the number or term of directors
or to fill any existing vacancies on the board;
(E) Any material change in the present capitalization or
dividend policy of the Issuer;
(F) Any other material change in the Issuer's business or
corporate structure;
(G) 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;
(H) 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;
(I) 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, as amended; or
(J) Any action similar to any of those enumerated above.
Page 16 of 26 Pages
<PAGE>
Subject to the provisions of the Standstill Agreement, Great
Lakes and the Members may, at any time or from time to time,
review or reconsider their position with respect to the Issuer
and formulate plans with respect to matters referred to in
this Item 4.
Item 5. Interest in Securities of the Issuer
Great Lakes Capital, LLC
(A) The aggregate number and percentage of Common Stock
beneficially owned by Great Lakes are 804,000 shares
and 16.1% of the issued and outstanding shares of
Common Stock, respectively (based on total
outstanding shares of Common Stock of the Issuer of
4,402,891 on September 15, 1999).
(B) With respect to 204,000 shares of Common Stock
identified pursuant to paragraph (A) above, Great
Lakes presently has the sole power to vote or to
direct the vote and the sole power to dispose or to
direct the disposition of such shares of Common
Stock. With respect to the remaining 600,000 shares
of Common Stock identified pursuant to paragraph (A)
above, Great Lakes will have the sole power to vote
or to direct the vote and the sole power to dispose
or to direct the disposition of such shares of Common
Stock upon the exercise of the Option. Great Lakes'
shares of Common Stock may be voted or disposed of at
the discretion of a majority of its three managers,
who are Settle, Corson and McGrath.
(C) Not applicable.
(D) Not applicable.
(E) Not applicable.
W. Sydnor Settle
(A) The aggregate number and percentage of Common Stock
beneficially owned by Settle are 54,000 shares and
1.2% of the issued and outstanding shares of Common
Stock, respectively.
(B) With respect to 53,000 shares of Common Stock
identified pursuant to paragraph (A) above, Settle
has the sole power to vote or to direct the vote and
the sole power to dispose or to direct the
disposition of such shares of Common Stock. With
respect to the remaining 1,000 shares of Common Stock
identified pursuant to paragraph (A) above, Settle
will have the sole power to vote or to direct the
vote and the sole power to dispose or to
Page 17 of 26 Pages
<PAGE>
direct the disposition of such shares of Common Stock
upon the exercise of the Settle Option.
(C) See "Fischer Transaction" below.
(D) Not applicable.
(E) Not applicable.
Thomas H. Corson
(A) The aggregate number and percentage of Common Stock
beneficially owned by Corson are 50,000 shares and
1.1% of the issued and outstanding shares of Common
Stock, respectively.
(B) Corson has the sole power to vote or to direct the
vote and the sole power to dispose or to direct the
disposition of all shares identified pursuant to
paragraph (A) above.
(C) See "Fischer Transaction" below.
(D) Not applicable.
(E) Not applicable.
William F. Crabtree
(A) The aggregate number and percentage of Common Stock
beneficially owned by Crabtree are 32,000 shares and
less than one percent of the issued and outstanding
shares of Common Stock, respectively.
(B) With respect to 7,000 shares of Common Stock
identified pursuant to paragraph (A) above, Crabtree
has the sole power to vote or to direct the vote and
the sole power to dispose or to direct the
disposition of such shares of Common Stock. With
respect to the remaining 25,000 shares of Common
Stock identified pursuant to paragraph (A) above,
Crabtree will have the sole power to vote or to
direct the vote and the sole power to dispose or to
direct the disposition of such shares of Common Stock
upon the exercise of the Crabtree Option.
(C) See "Fischer Transaction" below.
(D) Not applicable.
(E) Not applicable.
Page 18 of 26 Pages
<PAGE>
John L. Hobey
(A) The aggregate number and percentage of Common Stock
beneficially owned by Hobey are 105,000 Shares and
2.4% of the issued and outstanding shares of Common
Stock, respectively.
(B) With respect to 55,000 shares of Common Stock
identified pursuant to paragraph (A) above, Hobey has
the sole power to vote or to direct the vote and the
sole power to dispose or to direct the disposition of
such shares of Common Stock. With respect to the
remaining 50,000 shares of Common Stock identified
pursuant to paragraph (A) above, Hobey will have the
sole power to vote or to direct the vote and the sole
power to dispose or to direct the disposition of such
shares of Common Stock upon the exercise of the Hobey
Option.
(C) See "Fischer Transaction" below.
(D) Not applicable.
(E) Not applicable.
Charles B. Kaufmann, III
(A) The aggregate number and percentage of Common Stock
beneficially owned by Kaufmann are 6,000 shares and
less than one percent of the issued and outstanding
shares of Common Stock, respectively.
(B) Kaufmann has the sole power to vote or to direct the
vote and the sole power to dispose or to direct the
disposition of all shares identified pursuant to
paragraph (A) above.
(C) See "Fischer Transaction" below.
(D) Not applicable.
(E) Not applicable.
Thomas J. McGrath
(A) McGrath does not claim beneficial ownership in any
shares of Common Stock.
(B) Not applicable.
(C) Not applicable.
Page 19 of 26 Pages
<PAGE>
(D) Not applicable.
(E) Not applicable.
FISCHER TRANSACTION
On September 15, 1999, the Issuer issued a press release, which press
release and the transactions transcribed therein are further described in a Form
8-K of the Issuer dated September 15, 1999, previously filed by the Issuer. In
such press release, the Company announced that the Issuer and certain investors
had agreed to purchase for cash 993,542 shares of the Common Stock held by its
founder, Stan A. Fischer ("Fischer"), at a price of $2.50 per share. Mr.
Fischer's holdings represented beneficial ownership at the time of approximately
21.26% of the Common Stock.
Approximately 270,000 of Fischer's shares were redeemed by the Issuer.
The remaining such shares were purchased by thirteen investors, who included a
number of the Issuer's executive officers and directors and included the
Members.
The Members, as more particularly described in Item 3 above, acquired a
total of 160,000 shares. As a result, beneficial ownership of the Issuer's
Common Stock owned by Great Lakes and its Members, on an aggregate basis,
increased from approximately 16.66% to approximately 20.69%. Under the
Standstill Agreement, elsewhere described herein in Items 4 and 6, Great Lakes
and persons affiliated therewith are generally prohibited from acquiring
beneficial ownership of greater than 21% of the Common Stock. Such agreement
also provides for the Issuer to cooperate with Great Lakes and its affiliates in
avoiding the triggering of the Virginia Control Share Acquisitions Statute (the
"Virginia Statute") with respect to purchases by such persons up to the 21% cap.
In general, the Virginia Statute is activated when a purchase by a person causes
such person's shareholdings to equal or exceed 20% of an issuer's common stock.
Pursuant to the Standstill Agreement and in order to facilitate the share
purchase from Fischer without triggering the Virginia Statute, the Fischer
transaction was effected in two parts, which occurred concurrently. First, in
accordance with a certain Stock Purchase Agreement dated August 31, 1999, the
Company and those investors who were not affiliated with Great Lakes purchased
the 993,542 shares of Common Stock from Fischer. Included in the Issuer's total
were 160,000 shares in addition to the approximately 270,000 it was to redeem on
a net basis. Secondly, pursuant to the Stock Redemption and Sales Agreement,
previously referred to in Item 3 and attached hereto as Exhibit F, the Issuer
sold a total of 160,000 shares to the Members.
In the two purchase agreements described above, the Issuer agreed to
effect a resale or "shelf" registration of the shares purchased with the
Securities and Exchange Commission and other applicable security regulators for
the benefit of the thirteen investors. Previously, the Issuer had approved such
registration of the shares held by Fischer.
Page 20 of 26 Pages
<PAGE>
DISCLAIMER OF BENEFICIAL OWNERSHIP
Great Lakes Capital, LLC
Pursuant to Rule 13d-4 under the Securities Exchange Act of 1934, as
amended (the "Exchange Act"), Great Lakes disclaims beneficial ownership, for
the purposes of Regulation 13D under the Exchange Act, of any shares of Common
Stock held beneficially or otherwise by the Members. Great Lakes declares that
the filing of this statement shall not be construed as an admission that Great
Lakes is, for the purposes of Section 13(d) or 13(g) of the Exchange Act, the
beneficial owner of any securities covered by this statement other than those
shares of Common Stock expressly set forth in this statement as being
beneficially owned by it.
W. Sydnor Settle
Pursuant to Rule 13d-4 under the Exchange Act, Settle disclaims
beneficial ownership, for the purposes of Regulation 13D under the Exchange Act,
of any shares of Common Stock held beneficially or otherwise by Great Lakes or
the other Members. Settle declares that the filing of this statement shall not
be construed as an admission that Settle is, for the purposes of Section 13(d)
or 13(g) of the Exchange Act, the beneficial owner of any securities covered by
this statement other than those shares of Common Stock expressly set forth in
this statement as being beneficially owned by him.
Thomas H. Corson
Pursuant to Rule 13d-4 under the Exchange Act, Corson disclaims
beneficial ownership, for the purposes of Regulation 13D under the Exchange Act,
of any shares of Common Stock held beneficially or otherwise by Great Lakes or
the other Members. Corson declares that the filing of this statement shall not
be construed as an admission that Corson is, for the purposes of Section 13(d)
or 13(g) of the Exchange Act, the beneficial owner of any securities covered by
this statement other than those shares of Common Stock expressly set forth in
this statement as being beneficially owned by him.
William F. Crabtree
Pursuant to Rule 13d-4 under the Exchange Act, Crabtree disclaims
beneficial ownership, for the purposes of Regulation 13D under the Exchange Act,
of any shares of Common Stock held beneficially or otherwise by Great Lakes or
the other Members. Crabtree declares that the filing of this statement shall not
be construed as an admission that Crabtree is, for the purposes of Section 13(d)
or 13(g) of the Exchange Act, the beneficial owner of any securities covered by
this statement other than those shares of Common Stock expressly set forth in
this statement as being beneficially owned by him.
John L. Hobey
Pursuant to Rule 13d-4 under the Exchange Act, Hobey disclaims
beneficial ownership, for the purposes of Regulation 13D under the Exchange Act,
of any shares of Common Stock
Page 21 of 26 Pages
<PAGE>
held beneficially or otherwise by Great Lakes or the other Members. Hobey
declares that the filing of this statement shall not be construed as an
admission that Hobey is, for the purposes of Section 13(d) or 13(g) of the
Exchange Act, the beneficial owner of any securities covered by this statement
other than those shares of Common Stock expressly set forth in this statement as
being beneficially owned by him.
Charles B. Kaufmann, III
Pursuant to Rule 13d-4 under the Exchange Act, Kaufmann disclaims
beneficial ownership, for the purposes of Regulation 13D under the Exchange Act,
of any shares of Common Stock held beneficially or otherwise by Great Lakes or
the other Members. Kaufmann declares that the filing of this statement shall not
be construed as an admission that Kaufmann is, for the purposes of Section 13(d)
or 13(g) of the Exchange Act, the beneficial owner of any securities covered by
this statement other than those shares of Common Stock expressly set forth in
this statement as being beneficially owned by him.
Thomas J. McGrath
Pursuant to Rule 13d-4 under the Exchange Act, McGrath disclaims
beneficial ownership, for the purposes of Regulation 13D under the Exchange Act,
of any shares of Common Stock held beneficially or otherwise by Great Lakes or
the other Members. McGrath declares that the filing of this statement shall not
be construed as an admission that McGrath is, for the purposes of Section 13(d)
or 13(g) of the Exchange Act, the beneficial owner of any securities covered by
this statement other than those shares of Common Stock expressly set forth in
this statement as being beneficially owned by him.
Item 6. Contracts, Arrangements, Understandings or Relationships with
Respect to Securities of the Issuer
Management and Consulting Agreement
On June 17, 1998, the Issuer and Great Lakes entered into the
Consulting Agreement. The Consulting Agreement is described in
further detail in Item 3 above.
Voting and Standstill Agreement
On June 17, 1998, the Issuer, Great Lakes and, for the limited
purposes set forth therein, Great Lakes Capital, Inc. entered
into the Standstill Agreement. In addition to the description
of the Standstill Agreement set forth in Items 4 and 5 above,
the Issuer, pursuant to the terms of the Standstill Agreement,
has appointed Hobey and Settle to Class I (current term
expiring 2001) of the Board of Directors of the Issuer and
agreed to nominate and recommend Hobey and Settle for election
at the next annual meeting of shareholders as Class I
directors unless the Consulting Agreement were terminated
prior to such annual meeting. Upon the termination of Hobey's
employment and/or the termination of the Consulting
Page 22 of 26 Pages
<PAGE>
Agreement, however, such terms as a director are subject to
certain requirements for the resignation of Hobey and/or
Settle from the Board of Directors. Pursuant to the terms of
the Standstill Agreement, Great Lakes and Great Lakes Capital,
Inc. have also agreed for the duration of the Standstill
Agreement to take such actions as may be required so that the
Common Stock beneficially owned and entitled to be voted by
Great Lakes, Great Lakes Capital, Inc. and their affiliates
are voted as follows: (i) with respect to the nominees to the
Board of Directors of the Issuer, in accordance with the
recommendation of the Board; and (ii) with respect to any
"election contest" initiated by any person in connection with
a tender offer, in the same proportion as the total votes cast
by or on behalf of all of the Issuer's shareholders (other
than Great Lakes, Great Lakes Capital, Inc. and their
affiliates).
Stock Option Agreement
On June 17, 1998, the Issuer and Great Lakes entered into the
Stock Option Agreement relative to the grant of the Option to
acquire up to 600,000 shares of Common Stock. The Stock Option
Agreement is described in further detail in Item 3 above.
Registration Rights Agreement
On June 17, 1998, the Issuer and Great Lakes entered into a
Registration Rights Agreement (the "Registration Rights
Agreement"). A copy of the Registration Rights Agreement is
attached to this Schedule 13D as Exhibit D and is incorporated
by reference into this Schedule 13D. Pursuant to the
Registration Rights Agreement, following the expiration of the
Consulting Agreement, Great Lakes has the right, subject to
certain terms and conditions, to request that the Issuer
effect the registration of the 200,000 shares of Common Stock
purchased by Great Lakes pursuant to the Consulting Agreement,
the shares that may be acquired upon the exercise of the
Option, and any shares of Common Stock that Great Lakes and
its affiliates acquire after June 17, 1998, (excluding shares
acquired pursuant to the Incentive Stock Plan and the
Directors Plan), subject to the 21.0% ownership restriction
set forth in the Standstill Agreement described above in Items
4 and 5 and this Item 6 (collectively, the "Registrable
Shares"). Such request must be made prior to June 17, 2003,
and the Issuer shall not be required to effect more than one
registration of the Registrable Shares. In addition, in the
event that the Issuer files a registration statement relating
to a public offering of its Common Stock by or through
underwriters for the Issuer's own account, the Issuer shall,
at Great Lakes' request and subject to certain terms and
conditions, use its best efforts to include among the
securities covered by such registration statement the number
of Registrable Shares that Great Lakes shall have requested to
be so included.
Page 23 of 26 Pages
<PAGE>
Stock Redemption and Sale Agreement
On August 31, 1999, the Issuer, Settle, Corson, Crabtree,
Hobey and Kaufmann entered into the Stock Redemption and Sale
Agreement, as more particularly described in Item 5 above.
Item 7. Material to be Filed as Exhibits
See the Exhibit Index attached to this Schedule 13D.
Page 24 of 26 Pages
<PAGE>
SIGNATURES
After reasonable inquiry and to the best of my knowledge and belief, I
certify that the information set forth in this statement on this Schedule 13D is
true, complete and correct.
GREAT LAKES CAPITAL, LLC
Date: October 31, 1999 By: /s/ W. Sydnor Settle
--------------------------------
W. Sydnor Settle
Manager
Date: October 31, 1999 /s/ W. Sydnor Settle
------------------------------------
W. Sydnor Settle
Date: October 30, 1999 /s/ Thomas H. Corson
------------------------------------
Thomas H. Corson
Date: November 12, 1999 /s/ William F. Crabtree
------------------------------------
William F. Crabtree
Date: October 25, 1999 /s/ John L. Hobey
------------------------------------
John L. Hobey
Date: October 29, 1999 /s/ Charles B. Kaufmann, III
------------------------------------
Charles B. Kaufmann, III
Date: November 5, 1999 /s/ Thomas J. McGrath
------------------------------------
Thomas J. McGrath
Attention: Intentional misstatements or omissions of fact constitute
Federal criminal violations (see 18 U.S.C. 1001).
Page 25 of 26 Pages
<PAGE>
EXHIBIT INDEX
Exhibit Description
A Management and Consulting Agreement, dated as of June 17,
1998, between Open Plan Systems, Inc. and Great Lakes
Capital, LLC.*
B Nonqualified Stock Option Agreement, dated as of June 17,
1998, between Open Plan Systems, Inc. and Great Lakes
Capital, LLC.*
C Voting and Standstill Agreement, dated as of June 17,
1998, between Open Plan Systems, Inc., Great Lakes
Capital, LLC and, for the limited purposes set forth
therein, Great Lakes Capital, Inc.*
D Registration Rights Agreement, dated as of June 17, 1998,
between Open Plan Systems, Inc. and Great Lakes Capital,
LLC.*
E Agreement to Joint Filing of Schedule 13D, dated October
25, 1999, among Great Lakes Capital, LLC, W. Sydnor
Settle, Thomas H. Corson, William F. Crabtree, John L.
Hobey, Charles B. Kaufmann, III and Thomas J. McGrath.
F Stock Redemption and Sale Agreement, dated August 31,
1999, between Open Plan Systems, Inc. and W. Sydnor
Settle, Thomas H. Corson, William F. Crabtree, John L.
Hobey and Charles B. Kaufmann, III.
- -----------------
* Previously filed.
Page 26 of 26 Pages
<PAGE>
EXHIBIT E
Agreement to Joint Filing
of Schedule 13D
Dated October 25, 1999
We agree to jointly submit this amended and restated Schedule 13D, and
any subsequent amendments thereto, which is filed on behalf of Great Lakes
Capital, LLC and each of us individually.
GREAT LAKES CAPITAL, LLC
By: /s/ W. Sydnor Settle
-------------------------------
W. Sydnor Settle
Manager
/s/ W. Sydnor Settle
-----------------------------------
W. Sydnor Settle
/s/ Thomas H. Corson
-----------------------------------
Thomas H. Corson
/s/ William F. Crabtree
-----------------------------------
William F. Crabtree
/s/ John L. Hobey
-----------------------------------
John L. Hobey
/s/ Charles B. Kaufmann, III
-----------------------------------
Charles B. Kaufmann, III
/s/ Thomas J. McGrath
-----------------------------------
Thomas J. McGrath
<PAGE>
EXHIBIT F
STOCK REDEMPTION AND SALE AGREEMENT
This Stock Redemption and Sale Agreement (this "Agreement") is made
effective as of the 31st day of August, 1999, by and between Open Plan Systems,
Inc., a Virginia corporation (the "Company") and those persons named as Buyers
in Exhibit A hereto (collectively, the "Buyers" and each a "Buyer").
RECITALS:
WHEREAS, Stan A. Fischer (the "Seller") desires to sell the 993,542
issued and outstanding shares (the "Shares") of the common stock of the Company
beneficially held by him, and the Buyers desire to purchase, in the aggregate,
160,000 of such Shares; and
WHEREAS, certain persons (the "Direct Purchasers") have entered into a
certain Stock Purchase Agreement of even date herewith between the Seller, the
Company and such Direct Purchasers (the "Fischer Agreement"), whereby such
Direct Purchasers shall acquire some of the Shares from the Seller; and
WHEREAS, Great Lakes Capital, LLC ("LLC") and Great Lakes Capital, Inc.
("GLC"; LLC and GLC and their affiliates, including for the purposes hereof, the
Buyers, are sometimes collectively referred to herein as the "Great Lakes
Group"), beneficially hold approximately 891,000 shares of the Common Stock of
the Company, or approximately 16.66% of the total of such shares outstanding;
and
WHEREAS, the Buyers' entering into the Fischer Agreement and purchasing
160,000 Shares could cause the Great Lakes Group to trigger the provisions of
the Virginia Control Share Acquisitions statute, as set forth in Article 14.1 of
the Virginia Stock Corporation Act (the "Statute"), whereupon members of the
Great Lakes Group would not be entitled to voting rights with respect to certain
of the shares of Common Stock of the Company held by them; and
WHEREAS, the Company, GLC and LLC entered into a certain Voting and
Standstill Agreement (the "Great Lakes Agreement") dated as of June 17, 1998,
whereby, among other things, the parties agreed to certain limitations on the
beneficial ownership of the Common Stock of the Company by the Great Lakes
Group, which limitations are generally in excess of that level of beneficial
ownership which would trigger the Statute; and
WHEREAS, the Great Lakes Agreement, in Section 3.1(d), provides
generally that the Company will cooperate with the Great Lakes Group so that its
members may effect an acquisition of Common Stock of the Company, otherwise
permitted under the Great Lakes Agreement, from being subjected to the
provisions of the Statute; and
WHEREAS, members of the Great Lakes Group have requested that the
Company, pursuant to Section 3.1(d) of the Great Lakes Agreement, purchase
160,000 of the Shares at a price of $2.50 per share, and immediately thereafter
issue a like number of shares of Common Stock to the Buyers for $2.50 per share
(the "Transaction"); and
<PAGE>
WHEREAS, the Company, believing it to be in the best interests of the
Company and all of its shareholders to help facilitate the purchase of the
Shares from the Seller, has agreed to facilitate the Transaction; and
WHEREAS, the Company and the Buyers wish to enter into this Agreement
to effect the Transaction on the terms and conditions set forth herein.
NOW, THEREFORE, in consideration of the mutual promises hereinafter set
forth and other good and valuable consideration, the receipt and sufficiency of
which is hereby acknowledged, the parties hereby agree as follows:
ARTICLE I
SALE AND DELIVERY OF THE SHARES
1.1 Redemption of the Shares. Pursuant to the Fischer Agreement,
the Company shall purchase and redeem 160,000 Shares (which Shares are in
addition to, and separate and apart from, other Shares which the Company shall
purchase and redeem pursuant to the Fischer Agreement).
1.2 Purchase and Sale of the New Shares. Subject to the terms and
conditions of this Agreement, at the closing of the transactions contemplated by
this Agreement and the Fischer Agreement (the "Closing"), the Company agrees to
issue, sell and convey to each of the Buyers, and the Buyers severally agree to
purchase, acquire and accept from the Company, the number of shares of the
Company's Common Stock (the "New Shares") set forth opposite the name of each on
Exhibit A hereto.
1.3 Purchase Price; Escrow.
(a) The purchase price for each New Share shall be $2.50,
and the aggregate respective purchase price for the New Shares to be paid by
each of the Buyers (the "Purchase Price") is set forth opposite the name of each
in Exhibit A. At the Closing, each Buyer shall pay to the Company its respective
Purchase Price for the New Shares in immediately available funds. Such payments
shall be effected through Williams, Mullen, Clark & Dobbins ("WMCD"), counsel to
the Company, who shall serve as escrow agent. At least two (2) days prior to the
Closing, each Buyer shall provide to and deposit with WMCD available funds equal
to its respective Purchase Price for the New Shares. Such escrow deposits may be
effected by wire transfer as provided below:
-2-
<PAGE>
ESCROW WIRE TRANSFER INSTRUCTIONS
Wire to: Wachovia Bank,
Richmond, Va.
ABA No.: 051000253
Acct. No.: 7901181866
Acct. Name: Williams, Mullen, Clark & Dobbins General Trust Account
Contact Nathan Hatfield at 643-1991 X1339 to verify receipt of wire.
(b) The parties authorize WMCD to pay all such escrowed
funds (the "Escrowed Funds") to the Seller upon:
(i) WMCD having received in such escrow,
including funds received from the Direct Purchasers, a total of $2,483,855 (the
total purchase price due the Seller for the sale of the Shares pursuant to the
Fischer Agreement) in available funds;
(ii) Receipt by WMCD of certificates evidencing
the 993,542 Shares, along with duly executed stock powers providing for the
transfer of the Shares to the Direct Purchasers and the Company as provided in
the Fischer Agreement; and
(iii) WMCD having received no objection prior to
the Closing from any Buyer hereunder or any Direct Purchaser or the Company.
(c) The Company and each of the Buyers hereby expressly
authorize the manner of payment set forth in this Section 1.3. Without limiting
the foregoing, the parties agree that the payment of the Escrowed Funds to the
Seller shall constitute payment in full to the Company by the Buyers for the New
Shares, as fully and completely as if such funds had been paid directly to the
Company.
(d) If the Closing for any reason does not occur on or
before September 23, 1999, then WMCD shall promptly thereafter return all
Escrowed Funds to the respective Buyers having paid in such funds.
1.4 Delivery of Share Certificates. With fifteen (15) days
following the Closing, the Company shall deliver certificates representing the
New Shares to each Buyer in the amounts set forth on Exhibit A.
1.5 Closing Date and Time. The Closing shall take place on
September 15, 1999 at 11:00 a.m. (Richmond, Virginia time) at the offices of
WMCD, 1021 East Cary Street, Richmond, Virginia 23219, or at such earlier date
and time as may be mutually agreed upon by the parties, which Closing shall take
place concurrently with the closing of the transactions
-3-
<PAGE>
provided for in the Fischer Agreement (the day of the Closing is referred to
herein as the "Closing Date").
1.6 Order of Transactions. The purchases of the New Shares by the
Buyers hereunder shall be deemed to occur concurrently with the transactions set
forth in the Fischer Agreement, including but not limited to the purchase and
redemption by the Company of certain Shares held by the Seller.
ARTICLE II
CERTAIN COVENANTS RELATING TO THE COMPANY
2.1 Registration of Shares.
(a) Following the Closing, the Company shall use its
reasonable best efforts to file as soon as practicable a registration statement
(the "Registration Statement") with the Securities and Exchange Commission (the
"SEC") under the Securities Act of 1933, as amended (the "Securities Act"), to
register the resale of the New Shares by the Buyers and to cause such
Registration Statement to become effective as soon as practicable after the
filing thereof with the SEC. The Company shall use its reasonable best efforts
to maintain the effectiveness of such Registration Statement for a period ending
on the earlier of (i) the second anniversary of the Closing Date, (ii) all of
the New Shares having been sold by the Buyers, or (iii) the New Shares having
ceased to be outstanding.
(b) The Company shall notify the Buyers at any time when
a prospectus is required to be delivered under the Securities Act with respect
to one or more of the New Shares, and of the Company's becoming aware that a
prospectus included in the Registration Statement, as then in effect, includes
an untrue statement of a material fact or omits to state a material fact
necessary in order to make the statements therein, in light of the circumstances
under which they were made, not misleading, and shall proceed as soon as
practicable to prepare and furnish to the Buyers a reasonable number of copies
of an amendment to such prospectus as may be necessary so that, as thereafter
delivered to the purchasers of the Shares, such prospectus shall not include an
untrue statement of a material fact or omit to state a material fact necessary
in order to make the statements therein, in light of the circumstances in which
they were made, not misleading.
(c) The Company shall notify the Buyers in the event of
the issuance of any stop order of which the Company or its counsel is aware
suspending the effectiveness of the Registration Statement or any order
suspending or preventing the use of any related prospectus or suspending the
registration or qualification of any New Shares for sale in any jurisdiction,
and in such event the Company shall use its reasonable best efforts to obtain
the withdrawal of any such order as soon as practicable.
(d) The Buyers agree that, upon receipt of any notice
from the Company of the happening of any event of the kind described in Sections
2.2(b) or (c) above, the Buyers will forthwith discontinue the transfer or
disposition of any New Shares pursuant to the prospectus relating to the
Registration Statement covering such New Shares until the Buyers receive copies
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of the amended or supplemented prospectus contemplated by Section 2.2(b) or the
withdrawal of any order contemplated by Section 2.2(c), and, if so directed by
the Company, the Buyers will deliver to the Company all copies, other than
permanent file copies then in the Buyers' possession, of the prospectus covering
such New Shares at the time of receipt of such notice.
(e) The Buyers, severally and not jointly, will, and
hereby agree to, indemnify and hold harmless and defend the Company and the
Company's officers, directors, employees, agents, representatives and each other
person, if any, who controls the Company within the meaning of the Securities
Act, with respect to any alleged untrue statement in, or any omission or alleged
omission from, the Registration Statement, any prospectus or any amendment or
supplement thereto, if such statement or omission was made in reliance upon and
in conformity with information furnished in writing to the Company by such Buyer
from time to time specifically for use in the Registration Statement, or the
prospectus or any such amendment or supplement thereto. Such indemnity shall
survive the transfer of the Shares by the Buyers.
2.2 One Registration Statement. The parties hereto agree that, for
the purposes of Section 2.1, the New Shares of the Buyers shall be aggregated
with the Shares purchased by the Direct Purchasers under the Fischer Agreement,
all such shares shall be subject to one and the same registration and all such
shares shall be treated as nearly identically as is practicable. Without
limiting the foregoing, the Buyers agree that they have no right hereunder to
require the Company to effect a registration of the New Shares which
registration is separate and apart from the registration by the Company of the
Shares under the Fischer Agreement, so long as the registration of such Shares
and the New Shares can be effected in the same registration.
ARTICLE III
REPRESENTATIONS AND WARRANTIES OF THE COMPANY
The Company represents and warrants to each of the Buyers, as of the
date of this Agreement and as of the Closing, as follows:
3.1 No Encumbrances on New Shares. At the Closing, upon payment of
the Purchase Price for the Shares, the Buyers shall receive good and marketable
title to the respective New Shares sold to each of them, free of any liens,
encumbrances, pledges, security interests, restrictive agreements, options,
rights of first refusal, transfers or restrictions, conditional sales
agreements, voting trust arrangements or claims of any nature whatsoever.
3.2 Authorization of New Shares. When issued at the Closing in
exchange for payment pursuant to this Agreement, the New Shares will be duly
authorized and validly issued, fully paid and nonassessable and not subject to
any preemptive or similar rights.
3.3 Recitals. The Recitals hereto, to the extent that they relate
to the Company, are true and correct in all material respects.
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ARTICLE IV
REPRESENTATIONS AND WARRANTIES OF THE BUYERS
Each Buyer, severally and not jointly, represents and warrants, as of
the date of this Agreement and as of the Closing Date, as follows:
4.1 New Shares are Restricted until Registration. Each Buyer
understands that the New Shares to be purchased by him have been sold in
reliance upon, among other things, the representations made by him herein, and
have not been registered under the Securities Act or the securities laws of any
state. Each Buyer understands and agrees that the New Shares to be purchased by
him, or any portion thereof, will not be freely transferable and may not be
resold, transferred or assigned by him except (i) pursuant to the Registration
Statement during the effectiveness thereof and subject to the provisions of
Article II hereof, or (ii) upon the delivery to the Company of an opinion of
legal counsel for such Buyer stating that registration is not required under
applicable federal and state securities laws. Each Buyer agrees that a statement
or legend reflecting the foregoing limitations on the resale or transfer of the
New Shares, or any portion thereof, may appear on any certificate evidencing the
Shares; provided, however, that the Company consents to the removal of any such
legend upon the Registration Statement becoming effective and remaining
effective during the period described in the second sentence of Section 2.1(a).
4.2 No Distribution of the Shares. Each Buyer seeks to acquire the
New Shares for investment for his own account and beneficial interest (and not
for the account or interest of any other person or persons) and has no present
intention of dividing them with others or reselling, assigning or otherwise
distributing the New Shares to others.
4.3 Available Information. Each Buyer understands and agrees that:
(a) The Company is subject to the informational
requirements of the Securities Exchange Act of 1934, as amended (the "Exchange
Act"), and in accordance therewith files reports, proxy statements and other
information with the SEC and that:
(i) such reports, proxy statements and other
information filed by the Company are available to the Buyer and can be inspected
and copied at the public reference facilities maintained at the SEC at Room
1024, 450 Fifth Street, N.W., Judiciary Plaza, Washington, D.C. 20549-1004, and
at various regional offices of the SEC;
(ii) copies of such materials can be obtained by
the Buyer by mail from the Public Reference Section of the SEC at 450 Fifth
Street, N.W., Judiciary Plaza, Washington, D.C. 20549-1004, at prescribed rates;
and
(iii) the SEC maintains a website
(http://www-sec.gov) that contains reports, proxy statements and other
information regarding the Company, which may be accessed by the Buyer.
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(b) The Buyer acknowledges receipt of and has reviewed
the copy of the Company's report on Form 10-Q for the quarter ended June 30,
1999, which is attached hereto as Exhibit B.
(c) The Buyer acknowledges receipt of, and has reviewed,
the Company's 1998 Annual Report to Shareholders and Proxy Statement dated April
13, 1999, which have been provided to all shareholders of record.
(d) In determining whether or not to make an investment
in the New Shares, the Buyer has relied solely upon information set forth in the
SEC filings and other reports described above and independent investigations
made by him and his purchaser representative(s), if any.
(e) The Buyer and his purchaser representative(s), if
any, have been given ample opportunity to ask questions of and receive answers
from representatives of the Company concerning an investment in the New Shares
and to obtain additional information necessary to verify the accuracy of the
information set forth in the SEC filings and other reports set forth above.
4.4 Accredited Investor. The Buyer is an "accredited investor" as
such term is defined under Rule 501 of the Securities Act because:
(a) The Buyer is a natural person whose individual net
worth, or joint net worth with that person's spouse, at the time of his purchase
exceeds $1,000,000;
(b) The Buyer is a natural person who had an individual
income in excess of $200,000 in each of the two most recent years or joint
income with that person's spouse in excess of $300,000 in each of those years
and has a reasonable expectation of reaching the same level in the current year;
(c) The Buyer is a director or executive officer of the
Company; or
(d) The Buyer is an entity in which all the equity owners
are accredited investors.
4.5 Sophisticated Investor.
(a) The Buyer, either alone or with a purchaser
representative, has a sufficient degree of sophistication to understand and
evaluate the merits and risks associated with an investment in the New Shares.
(b) The Buyer's overall commitment to investments which
are not readily marketable is not disproportionate to his net worth and his
investment in the New Shares will not cause such overall commitment to become
excessive.
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<PAGE>
(c) The Buyer has adequate net worth and means for
providing for any current needs and contingencies such that he is able to
sustain a complete loss of his investment in the New Shares, and he has no need
for liquidity in such investment.
(d) The Buyer has evaluated the risks of investing in the
New Shares.
(e) The Buyer has such knowledge and experience of
financial and business matters that he is capable of evaluating the merits and
risks of an investment in the New Shares.
4.6 Recitals. The Recitals hereto, to the extent that they relate
to the Great Lakes Group or such Buyer individually, are true and correct in all
material respects.
ARTICLE V
CONDITIONS TO CLOSING
5.1 Conditions to Obligations of Buyers. The obligations of the
Buyers under this Agreement are subject to the fulfillment, at the Closing, of
the following conditions precedent, compliance with which, or the occurrence of
which may be waived prior to the Closing in writing by all of the Buyers in
their sole discretion:
(a) The representations and warranties of the Company
shall be true on and as of the Closing Date as though such representations and
warranties were made on and as of such date.
(b) The Company shall have performed and complied with
all terms, conditions, covenants, obligations, agreements and restrictions
required by this Agreement to be performed or complied with by it prior to or at
the Closing.
5.2 Conditions to Obligations of Company. The obligations of the
Company under this Agreement are subject to the fulfillment, at the Closing, of
the following conditions precedent, compliance with which, or the occurrence of
which may be waived prior to the Closing in writing by the Company in its sole
discretion:
(a) The representations and warranties of each of the
Buyers shall be true on and as of the Closing as though such representations and
warranties were made on and as of such date.
(b) Each Buyer shall have performed and complied with all
terms, conditions, covenants, obligations, agreements and restrictions required
by this Agreement to be performed or complied with by it prior to or at the
Closing.
(c) The Company shall have received at the Closing the
Purchase Price from each of the Buyers pursuant to the requirements of Section
1.3.
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ARTICLE VI
EQUITABLE RELIEF
Each party understands and agrees that money damages alone would not be
a sufficient remedy for any breach of this Agreement by any other party and that
any party hereto shall be entitled to injunctive or equitable relief, as a
remedy for any such breach by another party. Such remedies shall not be deemed
to be exclusive remedies for a breach of this Agreement, but shall be in
addition to all other remedies available at law or in equity.
ARTICLE VII
GENERAL PROVISIONS
7.01 Further Assurances. Each of the parties shall, at any time and
from time to time after the Closing, upon the request of any other party hereto,
and without further consideration, do, execute, acknowledge and deliver, or
cause to be done, executed, acknowledged and delivered, any and all such further
acts, deeds, assignments, transfers, conveyances and assurances as may
reasonably be required by the requesting party to further evidence or effectuate
the transactions set forth or contemplated by this Agreement.
7.02 Survival of Representations and Warranties. The
representations and warranties contained in this Agreement shall survive the
Closing for the full period of the applicable statute of limitations with
respect thereto, if any, or otherwise indefinitely.
7.03 Governing Law. This Agreement shall be governed by and
interpreted in accordance with the laws of the Commonwealth of Virginia
applicable to contracts made and to be wholly performed in such state.
7.04 Entire Agreement; Amendment. This Agreement, and the exhibits
attached hereto, constitute the entire agreement among the parties with respect
to the transactions contemplated hereby and supersede all prior agreements and
understandings. No amendment, modification or waiver of this Agreement shall be
valid unless in each instance such amendment, modification or waiver is in
writing or signed by the parties.
7.05 Notices. Any notice or other communication to be given
hereunder by any party to another shall be deemed to be received by the intended
recipient (a) when delivered personally, (b) the day following delivery to a
nationally recognized overnight courier service with proof of delivery, or (c)
three days after mailing by certified mail, postage prepaid with return receipt
requested, in each case addressed to the intended recipient as set forth below
with applicable postage or delivery fees prepaid or billing therefor arranged to
the sender:
If to the Buyers, to each of the Buyers at the addresses set
forth on Exhibit A hereto.
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If to the Company, to: John L. Hobey
Chief Executive Officer
Open Plan Systems, Inc.
4299 Carolina Avenue, Building C
Richmond, Virginia 23222
with copies to: Theodore L. Chandler, Jr., Esquire
Williams, Mullen, Clark & Dobbins, P.C.
1021 East Cary Street
Richmond, Virginia 23219
7.06 Successors and Assigns. This Agreement shall bind and inure to
the benefit of the parties and their respective successors and assigns. None of
the parties may assign any provision of this Agreement without the prior written
consent of the other parties.
7.07 Interpretations. The headings to the sections of this
Agreement are for the convenience of reference only and do not form part of this
Agreement and shall not affect interpretations thereof. Unless the context
indicates otherwise, words in a singular number shall be deemed to include words
in the plural and vice versa, and words in one gender shall be deemed to include
words in other genders.
7.08 Counterparts. This Agreement may be executed in two or more
counterparts, all of which shall, in the aggregate, be considered one and the
same instrument.
IN WITNESS WHEREOF, the parties have executed this Agreement effective
as of the date first written above.
[THIS SPACE INTENTIONALLY LEFT BLANK]
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BUYERS:
/s/ Thomas H. Corson
------------------------------------
Thomas H. Corson
<PAGE>
/s/ William F. Crabtree
------------------------------------
William F. Crabtree
<PAGE>
/s/ John L. Hobey
------------------------------------
John L. Hobey
<PAGE>
/s/ Charles Kaufmann
------------------------------------
Charles Kaufmann
<PAGE>
/s/ W. Sydnor Settle
------------------------------------
W. Sydnor Settle
<PAGE>
THE COMPANY
OPEN PLAN SYSTEMS, INC.
By: /s/ Anthony F. Markel
--------------------------------
Anthony F. Markel
Chairman of the Board
Exhibits:
Exhibit A - Buyers' Purchase Obligations
Exhibit B - Company's Form 10-Q for the quarter ended June 30, 1999
<PAGE>
EXHIBIT A
Buyers' and Company's Purchase Obligations
- -------------------------------- ---------------------- ------------------------
Names and Addresses Number of Shares
Of to be
Buyers to be Purchased Purchase Price
- -------------------------------- ---------------------- ------------------------
Thomas H. Corson 50,000 $ 125,000
600 Sky View Drive
Middleburg, IN 46540
- -------------------------------- ---------------------- ------------------------
William F. Crabtree 4,000 10,000
Open Plan Systems, Inc.
4299 Carolina Avenue, Bldg. C
Richmond, VA 23222
- -------------------------------- ---------------------- ------------------------
John L. Hobey 50,000 125,000
Open Plan Systems, Inc.
4299 Carolina Avenue, Bldg. C
Richmond, VA 23222
- -------------------------------- ---------------------- ------------------------
Charles Kaufmann 6,000 15,000
Holland Kaufmann and Bartels
289 Greenwich Avenue
Greenwich, CT 06830
- -------------------------------- ---------------------- ------------------------
W. Sydnor Settle 50,000 125,000
Great Lakes Capital
310 South Street, 3rd Floor
Morristown, NJ 07960
- -------------------------------- ---------------------- ------------------------
Total 160,000 $400,000
- -------------------------------- ---------------------- ------------------------
<PAGE>
EXHIBIT B
[The Issuer's Form 10-Q for the quarterly period
ended June 30, 1999, previously filed with the
Commission, has been omitted.]
