--------------------------------------------------------------------------------
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. 2)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)
July 1, 2000, July 21, 2000 and August 11, 2000
--------------------------------------------------------------------------------
(Date of Event which Requires Filing of this Statement)
If the filing person has previously filed a statement on Schedule 13G
to report the acquisition 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 27 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).
--------------------------------------------------------------------------------
<PAGE>
---------------------------- ----------------------------
CUSIP No. 683709 10 9 SCHEDULE 13D Page 2 of 27 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 27 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 58,211
------- ----------------------------------------------
8 SHARED VOTING POWER
BENEFICIALLY
-0-
------- ----------------------------------------------
OWNED BY EACH 9 SOLE DISPOSITIVE POWER
REPORTING 58,211
------- ----------------------------------------------
10 SHARED DISPOSITIVE POWER
PERSON WITH
-0-
------------------------- ------- ----------------------------------------------
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
58,211
--------- ----------------------------------------------------------------------
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES*
|X|
--------- ----------------------------------------------------------------------
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
1.3%
--------- ----------------------------------------------------------------------
14 TYPE OF REPORTING PERSON*
IN
--------- ----------------------------------------------------------------------
*SEE INSTRUCTIONS BEFORE FILLING OUT!
<PAGE>
---------------------------- ----------------------------
CUSIP No. 683709 10 9 SCHEDULE 13D Page 4 of 27 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 53,211
------- ----------------------------------------------
8 SHARED VOTING POWER
BENEFICIALLY
-0-
------- ----------------------------------------------
OWNED BY EACH 9 SOLE DISPOSITIVE POWER
REPORTING 53,211
------- ----------------------------------------------
10 SHARED DISPOSITIVE POWER
PERSON WITH
-0-
------------------------- ------- ----------------------------------------------
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
53,211
--------- ----------------------------------------------------------------------
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 5 of 27 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 32,385
------- ----------------------------------------------
8 SHARED VOTING POWER
BENEFICIALLY
-0-
------- ----------------------------------------------
OWNED BY EACH 9 SOLE DISPOSITIVE POWER
REPORTING 32,385
------- ----------------------------------------------
10 SHARED DISPOSITIVE POWER
PERSON WITH
-0-
------------------------- ------- ----------------------------------------------
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
32,385
--------- ----------------------------------------------------------------------
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 27 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 95,711
------- ----------------------------------------------
8 SHARED VOTING POWER
BENEFICIALLY
-0-
------- ----------------------------------------------
OWNED BY EACH 9 SOLE DISPOSITIVE POWER
REPORTING 95,711
------- ----------------------------------------------
10 SHARED DISPOSITIVE POWER
PERSON WITH
-0-
------------------------- ------- ----------------------------------------------
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
95,711
--------- ----------------------------------------------------------------------
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES*
|X|
--------- ----------------------------------------------------------------------
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
2.2%
--------- ----------------------------------------------------------------------
14 TYPE OF REPORTING PERSON*
IN
--------- ----------------------------------------------------------------------
*SEE INSTRUCTIONS BEFORE FILLING OUT!
<PAGE>
---------------------------- ----------------------------
CUSIP No. 683709 10 9 SCHEDULE 13D Page 7 of 27 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 6,771
------- ----------------------------------------------
8 SHARED VOTING POWER
BENEFICIALLY
-0-
------- ----------------------------------------------
OWNED BY EACH 9 SOLE DISPOSITIVE POWER
REPORTING 6,771
------- ----------------------------------------------
10 SHARED DISPOSITIVE POWER
PERSON WITH
-0-
------------------------- ------- ----------------------------------------------
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
6,771
--------- ----------------------------------------------------------------------
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES*
|X|
--------- ----------------------------------------------------------------------
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
0.2%
--------- ----------------------------------------------------------------------
14 TYPE OF REPORTING PERSON*
IN
--------- ----------------------------------------------------------------------
*SEE INSTRUCTIONS BEFORE FILLING OUT!
<PAGE>
---------------------------- ----------------------------
CUSIP No. 683709 10 9 SCHEDULE 13D Page 8 of 27 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 3,211
------- ----------------------------------------------
8 SHARED VOTING POWER
BENEFICIALLY
-0-
------- ----------------------------------------------
OWNED BY EACH 9 SOLE DISPOSITIVE POWER
REPORTING 3,211
------- ----------------------------------------------
10 SHARED DISPOSITIVE POWER
PERSON WITH
-0-
------------------------- ------- ----------------------------------------------
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
3,211
--------- ----------------------------------------------------------------------
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>
AMENDMENT NO. 2
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 amend and restate the restatement of the original
Schedule 13D of Great Lakes contained in Amendment No. 1 thereto dated September
15, 1999 to (i) provide amendments to certain exhibits, (ii) reflect additional
open market purchases of the common stock of Open Plan Systems, Inc. during the
period from August 4, 2000 through August 11, 2000 (the "Recent Purchase
Period"), and (iii) to update certain biographical and other information. 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, no par value (the
"Common Stock") of Open Plan Systems, Inc., a Virginia corporation
(the "Issuer" or the "Company"). 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
Page 9 of 27 Pages
<PAGE>
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.
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" to that
law firm.
(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
Page 10 of 27 Pages
<PAGE>
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) Corson is a citizen of the U.S.A.
William F. Crabtree
-------------------
(A) William F. Crabtree.
(B) The residence address of Crabtree is 4925 N. Williamston
Road, Williamston, Michigan 48895-9651.
(C) Crabtree served as the Chief Financial Officer of the Issuer
at the address disclosed in Item 1 above until July 1, 2000,
when he left to pursue other business interests.
(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
Page 11 of 27 Pages
<PAGE>
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.
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
Page 12 of 27 Pages
<PAGE>
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.
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 fully vested and
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
Page 13 of 27 Pages
<PAGE>
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 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
foregoing, 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 June 1, 2000, 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
each (collectively, the "Settle Option") in May 1999 and May 2000 at
an exercise price of $2.81 and $2.00 per share, respectively, 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,
(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), and
(iv) 3,211 shares of Common Stock on the open market for $5,634 in
personal funds during the Recent Purchase Period.
Thomas H. Corson
----------------
Corson acquired (i) 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, and (ii) 3,211
shares of Common Stock on the open market for $5,634 in personal
funds during the Recent Purchase Period.
Page 14 of 27 Pages
<PAGE>
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 July 1, 2002, 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 within one year of
Crabtree's leaving the employment of the Issuer on July 1, 2000,
pursuant to the Incentive Stock Plan ((ii) and (iii) collectively,
the "Crabtree" Option), (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, and (v) 385
shares of Common Stock on the open market for $674 during the Recent
Purchase Period.
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 each of
Common Stock in May 1999 and January 2000 at an exercise price of
$2.63 and $1.88, per share, respectively, vesting and becoming
exercisable at a rate of 25% per year commencing six (6) months from
issuance and expiring on May 12, 2006 and January 31, 2007,
respectively, pursuant to the Incentive Stock Plan ((ii) and (iii)
collectively, the "Hobey Option"), (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, and
(v) 3,211 shares of Common Stock on the open market for $5,634 in
personal funds during the Recent Purchase Period.
Charles B. Kaufmann, III
------------------------
Kaufmann acquired (i) 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, and (ii) 771
shares of Common Stock on the open market for $1,348 during the
Recent Purchase Period.
Thomas J. McGrath
-----------------
McGrath acquired 3,211 shares of Common Stock on the open market for
$5,634 in personal funds during the Recent Purchase Period.
Page 15 of 27 Pages
<PAGE>
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, Kaufmann and
McGrath 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 forth therein, Great Lakes Capital, Inc., a
Delaware corporation (the "Standstill Agreement"), as amended by a
certain Amendment No. 1 to Voting and Standstill Agreement dated July
21, 2000 between the parties to the Standstill Agreement (the
"Standstill Amendment"). Copies of the Standstill Agreement and the
Standstill Amendment are attached to this Schedule 13D as Exhibit C
and Exhibit H, respectively, and are incorporated by reference into
this Schedule 13D. Among other restrictions in the original
Standstill Agreement, Great Lakes and its affiliates could 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. Pursuant to the Standstill Amendment, this
cap was raised to 25%. This restriction, however, did not and 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, the Settle 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;
Page 16 of 27 Pages
<PAGE>
(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.
Subject to the provisions of the Standstill Agreement, as amended,
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
Page 17 of 27 Pages
<PAGE>
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 58,211 shares and 1.3% of
the issued and outstanding shares of Common Stock,
respectively.
(B) With respect to 56,211 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 2,000 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 direct the disposition of such shares
of Common Stock upon the exercise of the Settle Option.
(C) See Item 3 above with respect to Settle.
(D) Not applicable.
(E) Not applicable.
Thomas H. Corson
----------------
(A) The aggregate number and percentage of Common Stock
beneficially owned by Corson are 53,211 shares and 1.2% 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 Item 3 above with respect to Corson.
(D) Not applicable.
(E) Not applicable.
Page 18 of 27 Pages
<PAGE>
William F. Crabtree
-------------------
(A) The aggregate number and percentage of Common Stock
beneficially owned by Crabtree are 32,385 shares and less
than one percent of the issued and outstanding shares of
Common Stock, respectively.
(B) With respect to 7,385 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 Item 3 above with respect to Crabtree.
(D) Not applicable.
(E) Not applicable.
John L. Hobey
-------------
(A) The aggregate number and percentage of Common Stock
beneficially owned by Hobey are 95,711 Shares and 2.2% of
the issued and outstanding shares of Common Stock,
respectively.
(B) With respect to 58,211 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 37,500 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 Item 3 above with respect to Hobey.
(D) Not applicable.
(E) Not applicable.
Page 19 of 27 Pages
<PAGE>
Charles B. Kaufmann, III
------------------------
(A) The aggregate number and percentage of Common Stock
beneficially owned by Kaufmann are 6,771 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 Item 3 above with respect to Kaufmann.
(D) Not applicable.
(E) Not applicable.
Thomas J. McGrath
-----------------
(A) The aggregate number and percentage of Common Stock
beneficially owned by McGrath are 3,211 shares and less than
one percent of the issued and outstanding shares of Common
Stock, respectively.
(B) McGrath 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 Item 3 above with respect to McGrath.
(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.
Page 20 of 27 Pages
<PAGE>
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 as then in effect, elsewhere described herein in Items 4
and 6, Great Lakes and persons affiliated therewith were generally prohibited
from acquiring beneficial ownership of greater than 21% of the Common Stock.
Such agreement also provided 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.
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
Page 21 of 27 Pages
<PAGE>
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 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.
Page 22 of 27 Pages
<PAGE>
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 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 (such agreement expires June 18, 2003),
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).
Page 23 of 27 Pages
<PAGE>
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.
The Registration Rights Agreement was amended pursuant to a certain
Amendment No. 1 to Registration Rights Agreement dated July 21, 2000
between the parties to the Registration Rights Agreement (the
"Registration Rights Amendment"), a copy of which is attached hereto
as Exhibit I and is incorporated by reference herein. The
Registration Rights Amendment reflects the raising of the 21%
beneficial ownership cap contained in the original Standstill
Agreement up to 25% pursuant to the Standstill Amendment, thereby
expanding the number of potential registrable shares up to the new
cap of 25% set forth in the Standstill Amendment.
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.
Page 24 of 27 Pages
<PAGE>
Item 7. Material to be Filed as Exhibits
--------------------------------
See the Exhibit Index attached to this Schedule 13D.
Page 25 of 27 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: August 31, 2000 By: /s/ W. Sydnor Settle
---------------------------------
W. Sydnor Settle
Manager
Date: August 31, 2000 /s/ W. Sydnor Settle
------------------------------------
W. Sydnor Settle
Date: August 31, 2000 *
------------------------------------
Thomas H. Corson
Date: August 31, 2000 *
------------------------------------
William F. Crabtree
Date: August 31, 2000 *
------------------------------------
John L. Hobey
Date: August 31, 2000 *
------------------------------------
Charles B. Kaufmann, III
Date: August 31, 2000 *
------------------------------------
Thomas J. McGrath
W. Sydnor Settle, by signing his name hereto, signs this document on
behalf of each of the persons indicated by an asterisk above pursuant to powers
of attorney duly executed by such persons and filed herewith as exhibits to this
Schedule 13D.
Attention: Intentional misstatements or omissions of fact constitute Federal
criminal violations (see 18 U.S.C. 1001).
Page 26 of 27 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.**
G Powers of Attorney.
H Amendment No. 1 to Voting and Standstill Agreement dated July 21,
2000 between Open Plan Systems, Inc., Great Lakes Capital, LLC,
and Great Lakes Capital, Inc., incorporated by reference from the
Issuer's Form 8-K dated July 21, 2000 filed with the Securities
and Exchange Commission on July 27, 2000.
I Amendment No. 1 to Registration Rights Agreement between Open Plan
Systems, Inc. and Great Lakes Capital, LLC dated July 21, 2000,
incorporated by reference from the Issuer's Form 8-K dated July
21, 2000 filed with the Securities and Exchange Commission on July
27, 2000.
________________
** Previously filed.
Page 27 of 27 Pages
<PAGE>
EXHIBIT G
POWER OF ATTORNEY
Know all by these presents, that the undersigned hereby constitutes and
appoints W. Sydnor Settle the undersigned's true and lawful attorney-in-fact to:
(1) execute for and on behalf of the undersigned, in the
undersigned's individual capacity and capacity (as applicable) as a
member and/or manager and/or officer of Great Lakes Capital, LLC, and a
beneficial owner of the common stock, no par value per share, of Open
Plan Systems, Inc. (the "Common Stock") (i) Schedule 13D's, and any
amendment thereto, in accordance with Section 13(d) of the Securities
Exchange Act of 1934, as amended (the "Exchange Act"), and the rules
and regulations thereunder, and (ii) Forms 3, 4, and 5, and any
amendments thereto, relating to the Common Stock, in accordance with
Section 16(a) of the Exchange Act and the rules and regulations
thereunder;
(2) do and perform any and all acts for and on behalf of
the undersigned that, in the opinion of such attorney-in-fact, may be
necessary or desirable to complete and execute any such Schedule 13D or
Form 3, 4, or 5 or any amendment thereto and timely file such form with
the United States Securities and Exchange Commission and any stock
exchange or similar authority; and
(3) take any other action of any type whatsoever in
connection with the foregoing that, in the opinion of such
attorney-in-fact, may be legally required by the undersigned.
The undersigned hereby grants to such attorney-in-fact full power and
authority to do and perform any and every act and thing whatsoever requisite,
necessary, or proper, in the opinion of such attorney-in-fact, to be done in the
exercise of any of the rights and powers herein granted, as fully and to all
intents and purposes as the undersigned might or could do if personally present,
with full power of substitution or revocation, hereby ratifying and confirming
all that such attorney-in-fact, or such attorney-in-fact's substitute or
substitutes, shall lawfully do or cause to be done by virtue of this power of
attorney and the rights and powers herein granted.
The undersigned acknowledges that the foregoing attorney-in-fact, in
serving in such capacity at the request of the undersigned, is not assuming any
of the undersigned's responsibilities to comply with Sections 13 or 16 of the
Exchange Act.
This Power of Attorney shall remain in full force and effect until
revoked by the undersigned in a signed writing delivered to the foregoing
attorney-in-fact.
IN WITNESS WHEREOF, the undersigned has caused this Power of Attorney
to be executed as of this 6th day of November, 1999.
/s/ Thomas H. Corson
-----------------------------------
Thomas H. Corson
<PAGE>
POWER OF ATTORNEY
Know all by these presents, that the undersigned hereby constitutes and
appoints W. Sydnor Settle the undersigned's true and lawful attorney-in-fact to:
(1) execute for and on behalf of the undersigned, in the
undersigned's individual capacity and capacity (as applicable) as a
member and/or manager and/or officer of Great Lakes Capital, LLC, and a
beneficial owner of the common stock, no par value per share, of Open
Plan Systems, Inc. (the "Common Stock") (i) Schedule 13D's, and any
amendment thereto, in accordance with Section 13(d) of the Securities
Exchange Act of 1934, as amended (the "Exchange Act"), and the rules
and regulations thereunder, and (ii) Forms 3, 4, and 5, and any
amendments thereto, relating to the Common Stock, in accordance with
Section 16(a) of the Exchange Act and the rules and regulations
thereunder;
(2) do and perform any and all acts for and on behalf of
the undersigned that, in the opinion of such attorney-in-fact, may be
necessary or desirable to complete and execute any such Schedule 13D or
Form 3, 4, or 5 or any amendment thereto and timely file such form with
the United States Securities and Exchange Commission and any stock
exchange or similar authority; and
(3) take any other action of any type whatsoever in
connection with the foregoing that, in the opinion of such
attorney-in-fact, may be legally required by the undersigned.
The undersigned hereby grants to such attorney-in-fact full power and
authority to do and perform any and every act and thing whatsoever requisite,
necessary, or proper, in the opinion of such attorney-in-fact, to be done in the
exercise of any of the rights and powers herein granted, as fully and to all
intents and purposes as the undersigned might or could do if personally present,
with full power of substitution or revocation, hereby ratifying and confirming
all that such attorney-in-fact, or such attorney-in-fact's substitute or
substitutes, shall lawfully do or cause to be done by virtue of this power of
attorney and the rights and powers herein granted.
The undersigned acknowledges that the foregoing attorney-in-fact, in
serving in such capacity at the request of the undersigned, is not assuming any
of the undersigned's responsibilities to comply with Sections 13 or 16 of the
Exchange Act.
This Power of Attorney shall remain in full force and effect until
revoked by the undersigned in a signed writing delivered to the foregoing
attorney-in-fact.
IN WITNESS WHEREOF, the undersigned has caused this Power of Attorney
to be executed as of this ____ day of November, 1999.
/s/ William F. Crabtree
-----------------------------------
William F. Crabtree
<PAGE>
POWER OF ATTORNEY
Know all by these presents, that the undersigned hereby constitutes and
appoints W. Sydnor Settle the undersigned's true and lawful attorney-in-fact to:
(1) execute for and on behalf of the undersigned, in the
undersigned's individual capacity and capacity (as applicable) as a
member and/or manager and/or officer of Great Lakes Capital, LLC, and a
beneficial owner of the common stock, no par value per share, of Open
Plan Systems, Inc. (the "Common Stock") (i) Schedule 13D's, and any
amendment thereto, in accordance with Section 13(d) of the Securities
Exchange Act of 1934, as amended (the "Exchange Act"), and the rules
and regulations thereunder, and (ii) Forms 3, 4, and 5, and any
amendments thereto, relating to the Common Stock, in accordance with
Section 16(a) of the Exchange Act and the rules and regulations
thereunder;
(2) do and perform any and all acts for and on behalf of
the undersigned that, in the opinion of such attorney-in-fact, may be
necessary or desirable to complete and execute any such Schedule 13D or
Form 3, 4, or 5 or any amendment thereto and timely file such form with
the United States Securities and Exchange Commission and any stock
exchange or similar authority; and
(3) take any other action of any type whatsoever in
connection with the foregoing that, in the opinion of such
attorney-in-fact, may be legally required by the undersigned.
The undersigned hereby grants to such attorney-in-fact full power and
authority to do and perform any and every act and thing whatsoever requisite,
necessary, or proper, in the opinion of such attorney-in-fact, to be done in the
exercise of any of the rights and powers herein granted, as fully and to all
intents and purposes as the undersigned might or could do if personally present,
with full power of substitution or revocation, hereby ratifying and confirming
all that such attorney-in-fact, or such attorney-in-fact's substitute or
substitutes, shall lawfully do or cause to be done by virtue of this power of
attorney and the rights and powers herein granted.
The undersigned acknowledges that the foregoing attorney-in-fact, in
serving in such capacity at the request of the undersigned, is not assuming any
of the undersigned's responsibilities to comply with Sections 13 or 16 of the
Exchange Act.
This Power of Attorney shall remain in full force and effect until
revoked by the undersigned in a signed writing delivered to the foregoing
attorney-in-fact.
IN WITNESS WHEREOF, the undersigned has caused this Power of Attorney
to be executed as of this 3 day of November, 1999.
/s/ John L. Hobey
-----------------------------------
John L. Hobey
<PAGE>
POWER OF ATTORNEY
Know all by these presents, that the undersigned hereby constitutes and
appoints W. Sydnor Settle the undersigned's true and lawful attorney-in-fact to:
(1) execute for and on behalf of the undersigned, in the
undersigned's individual capacity and capacity (as applicable) as a
member and/or manager and/or officer of Great Lakes Capital, LLC, and a
beneficial owner of the common stock, no par value per share, of Open
Plan Systems, Inc. (the "Common Stock") (i) Schedule 13D's, and any
amendment thereto, in accordance with Section 13(d) of the Securities
Exchange Act of 1934, as amended (the "Exchange Act"), and the rules
and regulations thereunder, and (ii) Forms 3, 4, and 5, and any
amendments thereto, relating to the Common Stock, in accordance with
Section 16(a) of the Exchange Act and the rules and regulations
thereunder;
(2) do and perform any and all acts for and on behalf of
the undersigned that, in the opinion of such attorney-in-fact, may be
necessary or desirable to complete and execute any such Schedule 13D or
Form 3, 4, or 5 or any amendment thereto and timely file such form with
the United States Securities and Exchange Commission and any stock
exchange or similar authority; and
(3) take any other action of any type whatsoever in
connection with the foregoing that, in the opinion of such
attorney-in-fact, may be legally required by the undersigned.
The undersigned hereby grants to such attorney-in-fact full power and
authority to do and perform any and every act and thing whatsoever requisite,
necessary, or proper, in the opinion of such attorney-in-fact, to be done in the
exercise of any of the rights and powers herein granted, as fully and to all
intents and purposes as the undersigned might or could do if personally present,
with full power of substitution or revocation, hereby ratifying and confirming
all that such attorney-in-fact, or such attorney-in-fact's substitute or
substitutes, shall lawfully do or cause to be done by virtue of this power of
attorney and the rights and powers herein granted.
The undersigned acknowledges that the foregoing attorney-in-fact, in
serving in such capacity at the request of the undersigned, is not assuming any
of the undersigned's responsibilities to comply with Sections 13 or 16 of the
Exchange Act.
This Power of Attorney shall remain in full force and effect until
revoked by the undersigned in a signed writing delivered to the foregoing
attorney-in-fact.
IN WITNESS WHEREOF, the undersigned has caused this Power of Attorney
to be executed as of this 8th day of November, 1999.
/s/ Charles B. Kaufmann, III
-----------------------------------
Charles B. Kaufmann, III
<PAGE>
POWER OF ATTORNEY
Know all by these presents, that the undersigned hereby constitutes and
appoints W. Sydnor Settle the undersigned's true and lawful attorney-in-fact to:
(1) execute for and on behalf of the undersigned, in the
undersigned's individual capacity and capacity (as applicable) as a
member and/or manager and/or officer of Great Lakes Capital, LLC, and a
beneficial owner of the common stock, no par value per share, of Open
Plan Systems, Inc. (the "Common Stock") (i) Schedule 13D's, and any
amendment thereto, in accordance with Section 13(d) of the Securities
Exchange Act of 1934, as amended (the "Exchange Act"), and the rules
and regulations thereunder, and (ii) Forms 3, 4, and 5, and any
amendments thereto, relating to the Common Stock, in accordance with
Section 16(a) of the Exchange Act and the rules and regulations
thereunder;
(2) do and perform any and all acts for and on behalf of
the undersigned that, in the opinion of such attorney-in-fact, may be
necessary or desirable to complete and execute any such Schedule 13D or
Form 3, 4, or 5 or any amendment thereto and timely file such form with
the United States Securities and Exchange Commission and any stock
exchange or similar authority; and
(3) take any other action of any type whatsoever in
connection with the foregoing that, in the opinion of such
attorney-in-fact, may be legally required by the undersigned.
The undersigned hereby grants to such attorney-in-fact full power and
authority to do and perform any and every act and thing whatsoever requisite,
necessary, or proper, in the opinion of such attorney-in-fact, to be done in the
exercise of any of the rights and powers herein granted, as fully and to all
intents and purposes as the undersigned might or could do if personally present,
with full power of substitution or revocation, hereby ratifying and confirming
all that such attorney-in-fact, or such attorney-in-fact's substitute or
substitutes, shall lawfully do or cause to be done by virtue of this power of
attorney and the rights and powers herein granted.
The undersigned acknowledges that the foregoing attorney-in-fact, in
serving in such capacity at the request of the undersigned, is not assuming any
of the undersigned's responsibilities to comply with Sections 13 or 16 of the
Exchange Act.
This Power of Attorney shall remain in full force and effect until
revoked by the undersigned in a signed writing delivered to the foregoing
attorney-in-fact.
IN WITNESS WHEREOF, the undersigned has caused this Power of Attorney
to be executed as of this 10 day of November, 1999.
/s/ Thomas J. McGrath
-----------------------------------
Thomas J. McGrath
