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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 13D
UNDER THE SECURITIES EXCHANGE ACT OF 1934
(AMENDMENT NO. )*
PRECISION RESPONSE CORPORATION
- --------------------------------------------------------------------------------
(NAME OF ISSUER)
COMMON STOCK, $.01 par value
- --------------------------------------------------------------------------------
(TITLE OF CLASS OF SECURITIES)
740314 10 9
- --------------------------------------------------------------------------------
(CUSIP NUMBER)
Mark J. Gordon, Precision Response Corporation, 1505 N.W. 167th Street,
Miami, Florida 33169, (305) 626-4600
- --------------------------------------------------------------------------------
(NAME, ADDRESS AND TELEPHONE NUMBER OF PERSON
AUTHORIZED TO RECEIVE NOTICES AND COMMUNICATIONS)
December 20, 1996
- --------------------------------------------------------------------------------
(DATE OF EVENT WHICH REQUIRES FILING OF THIS STATEMENT)
If the filing person has previously filed a statement on Schedule 13G
to report the acquisition which is the subject of this Schedule 13D, and is
filing this schedule because of Rule 13d-1(b)(3) or (4), check the following
box [ ].
Check the following box if a fee is being paid with the statement [X].
(A fee is not required only if the reporting person: (1) has a previous
statement on file reporting beneficial ownership of more than five percent of
the class of securities described in Item 1: and (2) has filed no amendment
subsequent thereto reporting beneficial ownership of five percent or less of
such class.) (See Rule 13d-7.)
NOTE: Six copies of this statement, including all exhibits, should be
filed with the Commission. See Rule 13d-1(a) for other parties to whom copies
are to be sent.
*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 ("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).
(continued on following pages)
(Page 1 of 12 Pages)
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CUSIP No. 740314 10 9 SCHEDULE 13D Page 2 of 12 Pages
--------------------- -------- --------
(1) Names of Reporting Persons
S.S. or I.R.S. Identification Nos. of Above Persons
MGFLP 1996-I Limited Partnership
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(2) Check the Appropriate Box if a Member of a Group* (a) [ ]
(b) [ ]
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(3) SEC Use Only
---------------------------------------------------------------------
(4) SOURCE OF FUNDS*
OO
---------------------------------------------------------------------
(5) CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS
IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e)
---------------------------------------------------------------------
(6) Citizenship or Place of Organization
Texas
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(7) Sole Voting Power
Number of 5,212,000
Shares --------------------------------------------------------
Beneficially (8) Shared Voting Power
Owned by -0-
Each --------------------------------------------------------
Reporting (9) Sole Dispositive Power
Person With 5,212,000
--------------------------------------------------------
(10) Shared Dispositive Power
-0-
--------------------------------------------------------
(11) Aggregate Amount Beneficially Owned by Each Reporting Person
5,212,000
---------------------------------------------------------------------
(12) Check Box if Aggregate Amount in Row (11) Excludes Certain
Shares* [ ]
---------------------------------------------------------------------
(13) Percent of Class Represented by Amount in Row (11)
26.1%
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(14) Type of Reporting Person*
PN
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*SEE INSTRUCTIONS BEFORE FILLING OUT!
INCLUDE BOTH SIDES OF THE COVER PAGE, RESPONSES TO ITEMS 1-7
(INCLUDING EXHIBITS) OF THE SCHEDULE, AND THE SIGNATURE ATTESTATION.
<PAGE> 3
CUSIP No. 740314 10 9 SCHEDULE 13D Page 3 of 12 Pages
--------------------- -------- --------
(1) Names of Reporting Persons
S.S. or I.R.S. Identification Nos. of Above Persons
MGFLP 1996-II Limited Partnership
---------------------------------------------------------------------
(2) Check the Appropriate Box if a Member of a Group* (a) [ ]
(b) [ ]
---------------------------------------------------------------------
(3) SEC Use Only
---------------------------------------------------------------------
(4) SOURCE OF FUNDS*
OO
---------------------------------------------------------------------
(5) CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS
IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e)
---------------------------------------------------------------------
(6) Citizenship or Place of Organization
Texas
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(7) Sole Voting Power
Number of 1,575,000
Shares --------------------------------------------------------
Beneficially (8) Shared Voting Power
Owned by -0-
Each --------------------------------------------------------
Reporting (9) Sole Dispositive Power
Person With 1,575,000
--------------------------------------------------------
(10) Shared Dispositive Power
-0-
--------------------------------------------------------
(11) Aggregate Amount Beneficially Owned by Each Reporting Person
1,575,000
---------------------------------------------------------------------
(12) Check Box if Aggregate Amount in Row (11) Excludes Certain
Shares* [ ]
---------------------------------------------------------------------
(13) Percent of Class Represented by Amount in Row (11)
7.9%
---------------------------------------------------------------------
(14) Type of Reporting Person*
PN
---------------------------------------------------------------------
*SEE INSTRUCTIONS BEFORE FILLING OUT!
INCLUDE BOTH SIDES OF THE COVER PAGE, RESPONSES TO ITEMS 1-7
(INCLUDING EXHIBITS) OF THE SCHEDULE, AND THE SIGNATURE ATTESTATION.
<PAGE> 4
CUSIP No. 740314 10 9 SCHEDULE 13D Page 4 of 12 Pages
--------------------- -------- --------
(1) Names of Reporting Persons
S.S. or I.R.S. Identification Nos. of Above Persons
Mark J. Gordon
---------------------------------------------------------------------
(2) Check the Appropriate Box if a Member of a Group* (a) [ ]
(b) [ ]
---------------------------------------------------------------------
(3) SEC Use Only
---------------------------------------------------------------------
(4) SOURCE OF FUNDS*
OO
---------------------------------------------------------------------
(5) CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS
IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e)
---------------------------------------------------------------------
(6) Citizenship or Place of Organization
USA
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(7) Sole Voting Power
Number of 7,932,500
Shares --------------------------------------------------------
Beneficially (8) Shared Voting Power
Owned by 1,228,283
Each --------------------------------------------------------
Reporting (9) Sole Dispositive Power
Person With 6,790,000
--------------------------------------------------------
(10) Shared Dispositive Power
1,228,283
--------------------------------------------------------
(11) Aggregate Amount Beneficially Owned by Each Reporting Person
9,160,783
---------------------------------------------------------------------
(12) Check Box if Aggregate Amount in Row (11) Excludes Certain
Shares* [ ]
---------------------------------------------------------------------
(13) Percent of Class Represented by Amount in Row (11)
45.8%
---------------------------------------------------------------------
(14) Type of Reporting Person*
IN
---------------------------------------------------------------------
*SEE INSTRUCTIONS BEFORE FILLING OUT!
INCLUDE BOTH SIDES OF THE COVER PAGE, RESPONSES TO ITEMS 1-7
(INCLUDING EXHIBITS) OF THE SCHEDULE, AND THE SIGNATURE ATTESTATION.
<PAGE> 5
ITEM 1. SECURITY AND ISSUER.
Title of Securities: Common Stock, $.01 par value
Name and Address of
Issuer: Precision Response Corporation
1505 N.W. 167th Street
Miami, Florida 33169
ITEM 2. IDENTITY AND BACKGROUND.
Information with respect to MGFLP 1996-I Limited Partnership
Name: MGFLP 1996-I Limited Partnership
State of Organization: Texas
Principal Business: Investor
Address of Principal
Business: 603 Navarro Street, Suite 412, San Antonio, Texas
78205.
Address of Principal
Office: 603 Navarro Street, Suite 412, San Antonio, Texas
78205.
Criminal Proceedings: None. See information herein with respect to Mark
J. Gordon, the sole shareholder and director of the
Texas corporation which is the sole general partner
of the limited partnership.
Civil Proceedings: None. See information herein with respect to Mark
J. Gordon, the sole shareholder and director of the
Texas corporation which is the sole general partner
of the limited partnership.
Information with respect to MGFLP 1996-II Limited Partnership
Name: MGFLP 1996-II Limited Partnership
State of Organization: Texas
Principal Business: Investor
Address of Principal
Business: 603 Navarro Street, Suite 412, San Antonio, Texas
78205.
Address of Principal
Office: 603 Navarro Street, Suite 412, San Antonio, Texas
78205.
Criminal Proceedings: None. See information herein with respect to Mark
J. Gordon, the sole shareholder and director of the
Texas corporation which is the sole general partner
of the limited partnership.
Civil Proceedings: None. See information herein with respect to Mark
J. Gordon, the sole shareholder and director of the
Texas corporation which is the sole general partner
of the limited partnership.
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Information with respect to Mark J. Gordon
Name: Mark J. Gordon
Business Address: Precision Response Corporation, 1505 N.W. 167th
Street, Miami, Florida 33169
Principal Occupation: Chief Executive Officer, Precision Response
Corporation (a provider of telephone-based customer
service and marketing solutions on an outsourced
basis), 1505 N.W. 167th Street, Miami, Florida
33169
Criminal Proceedings: None
Civil Proceedings: None
Citizenship: USA
ITEM 3. SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION.
The securities were acquired by each of MGFLP 1996-I Limited Partnership and
MGFLP 1996-II Limited Partnership in exchange for the issuance by each such
limited partnership of all its outstanding partnership interests. All of the
shares of Common Stock acquired by each of such limited partnerships were
originally owned by Mark J. Gordon, which shares, as well as all other shares of
Common Stock of Precision Response Corporation (the "Company") beneficially
owned by Mark J. Gordon, were acquired prior to the initial public offering of
the Company completed in July 1996. After a series of transfers were made to
complete each limited partnership's acquisition: (a) 5,212,000 shares were held
by MGFLP 1996-I Limited Partnership, in which MGFLP 1996-I GP, Inc. (a Texas
corporation wholly owned by Mr. Gordon) was a 1% general partner, Mr. Gordon was
a 49% limited partner, Mark J. Gordon 1996 Grantor Retained Annuity Trust #1 (a
trust created by Mr. Gordon for the benefit of himself and his family members,
and for which David L. Epstein and Richard D. Mondre (each a director and
executive officer of the Company) share the voting and dispositive duties as
co-trustees under the trust) was a 49% limited partner and Mr. Gordon's wife was
a 1% limited partner; and (b) 1,575,000 shares were held by MGFLP 1996-II
Limited Partnership, in which MGFLP 1996-II GP, Inc. (a Texas corporation wholly
owned by Mr. Gordon) was a 1% general partner, Mr. Gordon was a 98% limited
partner and Mr. Gordon's wife was a 1% limited partner.
ITEM 4. PURPOSE OF TRANSACTION.
The shares were directly and indirectly transferred by Mark J. Gordon to
the two referenced limited partnerships solely for estate and tax planning
purposes. See Item 3 above.
ITEM 5. INTEREST IN SECURITIES OF THE ISSUER.
Information with respect to MGFLP 1996-I Limited Partnership
(a) Aggregate number and percentage of Common Stock owned: See Items 11
and 13 of the applicable cover page.
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(b) Shared vs. sole voting and dispositive power: See Items 7, 8, 9 and 10
of the applicable cover page.
(c) Transactions during last 60 days: On December 20, 1996, the limited
partnership acquired 5,212,000 shares originally owned by Mark J.
Gordon in exchange for the issuance of all the outstanding interests
in the partnership. See Item 3 above for a description of the
transaction.
Information with respect to MGFLP 1996-II Limited Partnership
(a) Aggregate number and percentage of Common Stock owned: See Items 11
and 13 of the applicable cover page.
(b) Shared vs. sole voting and dispositive power: See Items 7, 8, 9 and 10
of the applicable cover page.
(c) Transactions during last 60 days: On December 20, 1996, the limited
partnership acquired 1,575,000 shares originally owned by Mark J.
Gordon in exchange for the issuance of all the outstanding interests
in the partnership. See Item 3 above for a description of the
transaction.
Information with respect to Mark J. Gordon
(a) Aggregate number and percentage of Common Stock owned: See Items 11
and 13 of the applicable cover page.
(b) Shared vs. sole voting and dispositive powers: See Items 7, 8, 9 and
10 of the applicable cover page. With respect to the 1,228,283 shares
for which voting and dispositive powers are shared, such shares are
held as follows: (i) 50,000 shares are held by the David L. Epstein
1996 Grantor Retained Annuity Trust #2 (a trust created by David L.
Epstein (a director and executive officer of the Company) for the
benefit of himself and his family members), as to which Mr. Gordon
shares the voting and dispositive duties with Richard D. Mondre, a
director and executive officer of the Company, as co-trustees under
the trust; (ii) 828,283 shares are beneficially owned by the David
Epstein 1995 Grantor Trust (a trust created by Mr. Epstein for the
benefit of his children), as to which Mr. Gordon shares the voting and
dispositive duties with Mr. Mondre as co-trustees under the trust and
as the sole directors and officers of the corporate general partner of
two Texas limited partnerships, which limited partnerships in the
aggregate hold record ownership of such shares; (iii) 200,000 shares
are held by The Gordon Family Charitable Remainder Unitrust, as to
which Mr. Gordon shares the voting and dispositive duties with Gail
Gordon, his wife, as co-trustees under the trust; and (iv) 150,000
shares are held by The Gordon Family Foundation, Inc., as to which Mr.
Gordon shares the voting and dispositive duties with Gail Gordon, his
wife, as the sole directors and officers of this not-for-profit
corporation.
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The background of Richard D. Mondre is as follows:
Business Address: Precision Response Corporation, 1505 N.W.
167th Street, Miami, Florida 33169
Principal Occupation: Executive Vice President, General Counsel
and Secretary, Precision Response
Corporation (a full-service provider of
telephone-based customer service and
marketing solutions on an outsourced basis),
1505 N.W. 167th Street, Miami, Florida
33169.
Criminal Proceedings: None
Civil Proceedings: None
Citizenship: USA
The background of Gail Gordon is as follows:
Business Address: Precision Response Corporation, 1505 N.W.
167th Street, Miami, Florida 33169.
Principal Occupation: Executive Assistant, Precision Response
Corporation (a full-service provider of
telephone-based customer service and
marketing solutions on an outsourced basis),
1505 N.W. 167th Street, Miami, Florida
33169.
Criminal Proceedings: None
Civil Proceedings: None
(c) Transactions during the last 60 days:
(i) On November 20, 1996, Mark J. Gordon gifted 150,000 shares to The
Gordon Family Foundation, Inc., a not-for-profit corporation;
(ii) On November 22, 1996, Mr. Gordon gifted 200,000 shares to The
Gordon Family Charitable Remainder Unitrust, which provides income to
Mr. Gordon and Gail Gordon, his wife, during their lifetimes, with the
remainder going to the charity of their choice upon their death;
(iii) On December 20, 1996, MGFLP 1996-I Limited Partnership acquired
5,212,000 shares originally owned by Mark J. Gordon in exchange for
the issuance of all the outstanding interests in the partnership (see
Item 3 above);
(iv) On December 20, 1996, MGFLP 1996-II Limited Partnership acquired
1,575,000 shares originally owned by Mark J. Gordon in exchange for
the issuance of all the outstanding interests in the partnership (see
Item 3 above);
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(v) On December 20, 1996, Mr. Gordon transferred 100,000 shares to the
Mark J. Gordon 1996 Grantor Retained Annuity Trust #2, which provides
an annuity for 5 years to Mr. Gordon and with family members having
the remainder interest, and for which David L. Epstein and Richard D.
Mondre (directors and executive officers of the Company) share the
voting and dispositive duties as co-trustees under the trust; and
(vi) On December 27, 1996, Mark J. Gordon Trustee transferred an aggregate
of 1,142,500 shares to MJG Holdings, Inc. (a Texas corporation owned
and controlled by Mr. Gordon), as Trustee, in connection with the
substitution of such Texas corporation as the voting trustee under
certain voting trust agreements.
(d) Richard D. Mondre and James F. Murray (each a director and executive
officer of the Company) each has the right to receive, and the power to
direct the receipt of, dividends from and the proceeds from the sale of
577,500 and 565,000 shares, respectively, of the Common Stock as to which a
Texas corporation owned and controlled by Mark J. Gordon has the sole
voting power. Mr. Gordon's sole voting power derives from voting trust
agreements currently between such Texas corporation and certain Texas
limited partnerships controlled by each such person.
ITEM 6. CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR RELATIONSHIPS
WITH RESPECT TO SECURITIES OF THE ISSUER.
Mark J. Gordon and David L. Epstein (a director and executive officer of the
Company) are parties to a shareholder agreement which grants to each the right
to purchase some or all of the other's shares upon the death or total incapacity
of the other or the involuntary transfer of the other's shares, and a right of
first refusal on any shares proposed to be sold to a third party.
Richard D. Mondre and James F. Murray (each a director and executive officer
of the Company) acquired all shares of Common Stock owned by them 75% from Mr.
Gordon and 25% from Mr. Epstein in February 1996. The purchase prices are
evidenced by nine-year promissory notes, each bearing interest at 5.61% per
annum, with interest payable annually and the entire principal due at maturity.
Such notes are guaranteed by Mr. Mondre's or Mr. Murray's (as applicable) spouse
and are secured by a pledge of the shares sold pursuant to separate pledge
agreements.
In connection with the foregoing acquisitions, Mr. Mondre and Mr. Murray
each entered into shareholders agreements with Mr. Gordon and Mr. Epstein which,
for a period extending through April 1, 1999, provide for significant
restrictions on Mr. Mondre and Mr. Murray's respective rights to sell, alienate
or otherwise dispose of the shares of Common Stock owned by Mr. Mondre and Mr.
Murray that were acquired from Mr. Gordon and Mr. Epstein, respectively, as well
as rights on the part of Mr. Gordon and Mr. Epstein to purchase those shares
under certain circumstances. Such restrictions and purchase rights do not relate
to shares which may be owned by Mr. Mondre and Mr. Murray from time to time that
were not acquired from Mr. Gordon
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or Mr. Epstein or those shares of Common Stock permitted to be sold by Mr.
Mondre and Mr. Murray. Currently, all shares of Common Stock pecuniarily owned
by Mr. Mondre and Mr. Murray were, in fact, acquired from either Mr. Gordon or
Mr. Epstein. Generally, neither Mr. Mondre nor Mr. Murray may sell, alienate or
otherwise dispose of their shares of Common Stock prior to April 1, 1999,
without the consent of Mr. Gordon and Mr. Epstein, subject to certain exceptions
including a change in control, termination of employment with the Company
without cause, a sale of the Company, a sale of shares in a public offering of
the Company and death or disability (subject to the repurchase rights of Mr.
Gordon and Mr. Epstein described below). Mr. Mondre's Common Stock is subject to
repurchase by Mr. Gordon and Mr. Epstein at the acquisition price if Mr. Mondre
dies or becomes disabled prior to April 1, 1997, or if his employment with the
Company terminates during his three-year employment term as a result of his
resignation or termination by the Company with cause. One-half of Mr. Murray's
Common Stock is subject to repurchase by Mr. Gordon and Mr. Epstein at the
acquisition price if Mr. Murray dies or becomes disabled prior to April 1, 1997,
and all of his Common Stock is subject to repurchase at the acquisition price if
his employment with the Company terminates during his three-year employment term
as a result of his resignation or termination by the Company with cause. All of
such repurchase rights terminate upon a change in control, a sale of the
Company, or termination of employment without cause during the three-year
employment term with the Company.
Pursuant to voting trust agreements entered into at the time of acquisition
of the shares, each of Mr. Gordon and Mr. Epstein retained the right to vote the
shares sold by him to Mr. Mondre and Mr. Murray until February 16, 2006, subject
to earlier termination in certain events. The voting trusts terminate with
respect to any shares permitted to be sold by either Mr. Mondre or Mr. Murray
under the applicable shareholder agreement described above and terminate
completely upon the death of the voting trustee or upon a change in control. As
of December 27, 1996, each of Mr. Gordon and Mr. Epstein exercises such voting
rights through a separate Texas corporation owned and controlled by him.
See Items 3 and 5 above for a description of certain relationships between
Mr. Gordon and other persons with respect to securities of the Company.
ITEM 7. MATERIAL TO BE FILED AS EXHIBITS.
(a) Voting Trust Agreement, dated as of February 16, 1996, between
Richard D. Mondre and Mark J. Gordon (incorporated by reference to
Exhibit 9.1 to the Company's Registration Statement on Form S-1, as
amended (Registration No. 333-03209), initially filed on May 6,
1996).
(b) Voting Trust Agreement, dated as of February 16, 1996, between
James F. Murray and Mark J. Gordon (incorporated by reference to
Exhibit 9.3 to the Company's Registration Statement on Form S-1, as
amended (Registration No. 333-03209), initially filed on May 6,
1996).
(c) A separate Amendment to Voting Trust Agreement dated as of December
27, 1996, for each of the Voting Trust Agreements dated as of
February 16,
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1996 described in Items 7(a) and (b) above (incorporated by
reference to Exhibit 9.5 to Amendment No. 1 to the Company's
Registration Statement on Form S-1 (Registration No. 333-18823), filed
on January 3, 1997).
(d) Stock Purchase and Shareholder Agreement, dated February 16, 1996,
between Richard D. Mondre and Mark J. Gordon, as amended effective as
of February 16, 1996 (incorporated by reference to Exhibit 10.8 to the
Company's Registration Statement on Form S-1, as amended (Registration
No. 333-03209), initially filed on May 6, 1996).
(e) Agreement, dated February 16, 1996, among Richard D. Mondre, Mark J.
Gordon and David L. Epstein (incorporated by reference to Exhibit
10.10 to the Company's Registration Statement on Form S-1, as amended
(Registration No. 333-03209), initially filed on May 6, 1996).
(f) Stock Purchase and Shareholder Agreement, dated February 16, 1996,
between James F. Murray and Mark J. Gordon, as amended effective as of
February 16, 1996 (incorporated by reference to Exhibit 10.11 to the
Company's Registration Statement on Form S-1, as amended (Registration
No. 333-03209), initially filed on May 6, 1996).
(g) Agreement, dated February 16, 1996, among James F. Murray, Mark J.
Gordon and David L. Epstein (incorporated by reference to Exhibit
10.13 to the Company's Registration Statement on Form S-1, as amended
(Registration No. 333-03209), initially filed on May 6, 1996).
(h) Stockholder Agreement, dated May 10, 1996, between Mark J. Gordon and
David L. Epstein (incorporated by reference to Exhibit 10.14 to the
Company's Registration Statement on Form S-1, as amended (Registration
No. 333-03209), initially filed on May 6, 1996).
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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 and that this statement is filed on behalf of each of the signatories
hereto.
January 7, 1997
-----------------------------------------------
(Date)
/s/ Mark J. Gordon
-----------------------------------------------
(Signature)
Mark J. Gordon, President, MGFLP 1996-I
GP, Inc., the general partner of MGFLP 1996-I
Limited Partnership
-----------------------------------------------
(Name and Title)
January 7, 1997
-----------------------------------------------
(Date)
/s/ Mark J. Gordon
-----------------------------------------------
(Signature)
Mark J. Gordon, President, MGFLP 1996-II
GP, Inc., the general partner of MGFLP 1996-II
Limited Partnership
-----------------------------------------------
(Name and Title)
January 7, 1997
-----------------------------------------------
(Date)
/s/ Mark J. Gordon
-----------------------------------------------
(Signature)
Mark J. Gordon, individual
-----------------------------------------------
(Name and Title)
12
