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)
Open Plan Systems, Inc.
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(Name of Issuer)
Common Stock, No Par Value
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(Title of Class of Securities)
683709 10 9
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(CUSIP Number)
J. Wesley Hall
15 Broad Run Road
Manakin-Sabot, Va 23103
804-784-4033
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(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)
September 15, 1999
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(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 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 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).
(SC13D-07/99)
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CUSIP No. 683709 10 9 13D Page 2 of 6 Pages
________________________________________________________________________________
1 NAME OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
J. Wesley Hall
________________________________________________________________________________
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a) [_]
(b) [_]
________________________________________________________________________________
3 SEC USE ONLY
________________________________________________________________________________
4 SOURCE OF FUNDS*
PF
________________________________________________________________________________
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
296,800
SHARES _________________________________________________________________
8 SHARED VOTING POWER
BENEFICIALLY
OWNED BY
_________________________________________________________________
EACH 9 SOLE DISPOSITIVE POWER
REPORTING
296,800
PERSON _________________________________________________________________
10 SHARED DISPOSITIVE POWER
WITH
________________________________________________________________________________
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
296,800
________________________________________________________________________________
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES*
[_]
________________________________________________________________________________
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
6.70%
________________________________________________________________________________
14 TYPE OF REPORTING PERSON*
________________________________________________________________________________
*SEE INSTRUCTIONS BEFORE FILLING OUT!
<PAGE>
CUSIP No. 683709 10 9 13D Page 3 of 6 Pages
________________________________________________________________________________
Item 1. Security and Issuer.
This schedule 13D relates to the Common Stock, no par value per share ("Common
Stock"), of Open Plan Systems, Inc. (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.
(a) The reporting person is J. Wesley Hall.
(b) The address of Mr. Hall is 15 Broad Run Road, Manakin-Sabot, Virginia
23103.
(c) Mr. Hall is retired as Chairman and Founder of National Card Control,
a wholly-owned subsidiary of Cendant Corporation.
(d) During the past five years, Mr. Hall has not been convicted in a
criminal proceeding, excluding traffic violations or similar
misdemeanors.
(e) During the past five years, Mr. Hall has not been a party to a civil
proceeding of a judicial or administrative body of competent
jurisdiction and has not as a result of any such proceeding been and is
not 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) Mr. Hall is a citizen of the state of Virginia, United States of
America.
________________________________________________________________________________
Item 3. Source and Amount of Funds or Other Consideration.
Mr. Hall used personal funds in making the following acquisitions of
of the Issuer's Common Stock:
(i) 196,800 shares of Common Stock were purchased for approximately
$2.50 per share between October 1, 1989 and September 24, 1999.
(ii) 125,000 shares of Common Stock were purchased on September 15, 1999
in a private transaction described in Item 5(c) below.
________________________________________________________________________________
Item 4. Purpose of Transaction.
The reporting persons purpose in acquiring Common Stock of the
Issuer is personal investment. Mr. Hall may acquire additional shares
of the Issue's Common Stock if the price is acceptable and personal
funds are available for such purpose. Mr. Hall intends to continue to
evaluate the Issuer and its business prospects and to take such
actions as he deems necessary and appropriate to maximize the economic
value of his investment in securities of the Issuer, including further
acquisitions and\or dispositions of shares of Common Stock.
________________________________________________________________________________
Item 5. Interest in Securities of the Issuer.
(a) The aggregate number of shares of Common Stock beneficially owned by
Mr. Hall is 296,800 or 6.7% of the issued and outstanding shares of
Common Stock on September 15, 1999 (4,402,891).
(b) The reporting person possesses the sole power to vote and dispose of
all of the shares of Common Stock described in Item 5(a) above.
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CUSIP No. 683709 10 9 13D Page 4 of 6 Pages
(c) As reported in the Issuer's Form 8-K dated September 15, 1999,
previously filed with the Commission, the Issuer announced that it and
certain investors (who included Mr. Hall) agreed to purchase for
cash the 993,542 shares of Common Stock held by the Company's founder,
Stan A. Fischer, at a price of $2.50 per share. Mr. Fischer's
holdings represented beneficial ownership of approximately 21.26% of
the Issuer's Common Stock.
Approximately 270,000 of Mr. Fischer's shares were redeemed by the
Issuer. The remaining such shares were purchased by thirteen
investors, who included a number of the Company's executive officers
and directors.
Affiliates of Great Lakes Capital, L.L.C. ("Great Lakes") acquired
160,000 shares. As a result, the beneficial ownership of the Issuer's
Common Stock by the Great Lakes group increased from approximately
16.66% to approximately 20.69%. Under a certain Voting and Standstill
Agreement dated June 17, 1998 between the Issuer, Great Lakes and
Great Lakes and Great Lakes Capital, Inc. (the "Standstill Agreement")
Great Lakes and its affiliates are generally prohibited from acquiring
beneficial ownership of greater than 21% of the Issuer's Common Stock.
Such agreement also provides for the Company to cooperate with the
Great Lakes and its affiliates in avoiding the triggering of the
Virginia Control Share Acquisitions statute (the "Virginia Statute")
with respect to purchases by the group of 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 the
Issuer's common stock. Pursuant to the Standstill Agreement and in
order to facilitate the share purchase from Mr. 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 "Stock Purchase Agreement"), the Company and those investors
(such as Mr. Hall) who were not affiliated with Great Lakes purchased
the 993,542 shares of Common Stock from Mr. Fischer. Included in the
Company's total were 160,000 shares in addition to the approximately
270,000 shares it was to redeem on a net basis. Secondly, pursuant to
a certain Stock Redemption and Sale Agreement dated August 31, 1999,
the Issuer sold 160,000 shares to certain Great Lakes affiliates in a
private transaction.
(d) Not applicable
(e) Not applicable
________________________________________________________________________________
Item 6. Contracts, Arrangements, Understandings or Relationships with Respect
to Securities of the Issuer.
As described in Item 5(c) above, Mr. Hall entered into the Stock
Purchase Agreement in order to acquire 125,000 shares of Common Stock.
Pursuant to such agreement, the shares purchased thereunder by Mr.
Hall are restricted as to resale absent registration of such shares or
an exemption from registration. However, the Issuer is obligated under
the Stock Purchase Agreement to effect a resale or "shelf" registration
of shares purchased thereunder (including Mr. Hall's) with the
Securities and Exchange Commission and other applicable securities
regulators. Parties to the Stock Purchase Agreement have waived the
exercise of such registration rights for approximately one year.
________________________________________________________________________________
Item 7. Material to be Filed as Exhibits.
Exhibit I - Stock Purchase Agreement between the Issuer, Stan A. Fischer
and certain investors (including Wesley Hall), named therein dated
August 21, 1999, incorporated from the Issuer's Current Report on Form
8-K dated September 15, 1999 and previously filed with the Commission.
________________________________________________________________________________
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CUSIP No. 683709 10 9 13D Page 5 of 6 Pages
SIGNATURE
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.
03/30/00
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(Date)
/s/ J. Wesley Hall
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(Signature)
J. Wesley Hall
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(Name/Title)
Attention. Intentional misstatements or omissions of fact constitute federal
criminal violations (see 18 U.S.C. 1001).
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CUSIP No. 683709 10 9 13D Page 6 of 6 Pages
EXHIBIT INDEX
Exhibit No. Description
I Stock Purchase Agreement between the Issuer, Stan A. Fischer
and certain investors named therein dated August 21, 1999,
incorporated from the Issuer's Current Report on Form 8-K
dated September 15, 1999 and previously filed with the
Commission.
