<PAGE> 1
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)
Richard D. Mondre, 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 16 Pages)
<PAGE> 2
CUSIP No. 740314 10 9 SCHEDULE 13D Page 2 of 16 Pages
--------------------- -------- --------
(1) Names of Reporting Persons
S.S. or I.R.S. Identification Nos. of Above Persons
SLGFLP 1996-I 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
---------------------------------------------------------------------
(7) Sole Voting Power
Number of 1,365,000
Shares --------------------------------------------------------
Beneficially (8) Shared Voting Power
Owned by -0-
Each --------------------------------------------------------
Reporting (9) Sole Dispositive Power
Person With 1,365,000
--------------------------------------------------------
(10) Shared Dispositive Power
-0-
--------------------------------------------------------
(11) Aggregate Amount Beneficially Owned by Each Reporting Person
1,365,000
---------------------------------------------------------------------
(12) Check Box if Aggregate Amount in Row (11) Excludes Certain
Shares* [ ]
---------------------------------------------------------------------
(13) Percent of Class Represented by Amount in Row (11)
6.8%
---------------------------------------------------------------------
(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> 3
CUSIP No. 740314 10 9 SCHEDULE 13D Page 3 of 16 Pages
--------------------- -------- --------
(1) Names of Reporting Persons
S.S. or I.R.S. Identification Nos. of Above Persons
JHGFLP 1996-I 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
---------------------------------------------------------------------
(7) Sole Voting Power
Number of 1,365,000
Shares --------------------------------------------------------
Beneficially (8) Shared Voting Power
Owned by -0-
Each --------------------------------------------------------
Reporting (9) Sole Dispositive Power
Person With 1,365,000
--------------------------------------------------------
(10) Shared Dispositive Power
-0-
--------------------------------------------------------
(11) Aggregate Amount Beneficially Owned by Each Reporting Person
1,365,000
---------------------------------------------------------------------
(12) Check Box if Aggregate Amount in Row (11) Excludes Certain
Shares* [ ]
---------------------------------------------------------------------
(13) Percent of Class Represented by Amount in Row (11)
6.8%
---------------------------------------------------------------------
(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 16 Pages
--------------------- -------- --------
(1) Names of Reporting Persons
S.S. or I.R.S. Identification Nos. of Above Persons
Richard D. Mondre
---------------------------------------------------------------------
(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
---------------------------------------------------------------------
(7) Sole Voting Power
Number of 50,000
Shares --------------------------------------------------------
Beneficially (8) Shared Voting Power
Owned by 4,208,283
Each --------------------------------------------------------
Reporting (9) Sole Dispositive Power
Person With 820,000
--------------------------------------------------------
(10) Shared Dispositive Power
4,208,283
--------------------------------------------------------
(11) Aggregate Amount Beneficially Owned by Each Reporting Person
5,028,283
---------------------------------------------------------------------
(12) Check Box if Aggregate Amount in Row (11) Excludes Certain
Shares* [ ]
---------------------------------------------------------------------
(13) Percent of Class Represented by Amount in Row (11)
25.1%
---------------------------------------------------------------------
(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
CUSIP No. 740314 10 9 SCHEDULE 13D Page 5 of 16 Pages
--------------------- -------- --------
(1) Names of Reporting Persons
S.S. or I.R.S. Identification Nos. of Above Persons
David L. Epstein
---------------------------------------------------------------------
(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
---------------------------------------------------------------------
(7) Sole Voting Power
Number of 2,759,251
Shares --------------------------------------------------------
Beneficially (8) Shared Voting Power
Owned by 3,360,000
Each --------------------------------------------------------
Reporting (9) Sole Dispositive Power
Person With 2,378,417
--------------------------------------------------------
(10) Shared Dispositive Power
3,360,000
--------------------------------------------------------
(11) Aggregate Amount Beneficially Owned by Each Reporting Person
6,119,251
---------------------------------------------------------------------
(12) Check Box if Aggregate Amount in Row (11) Excludes Certain
Shares* [ ]
---------------------------------------------------------------------
(13) Percent of Class Represented by Amount in Row (11)
30.6%
---------------------------------------------------------------------
(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> 6
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 SLGFLP 1996-I Limited Partnership
Name: SLGFLP 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
Richard D. Mondre and David L. Epstein, the sole
directors and officers of the Texas corporation which
is the sole managing member of the Texas limited
liability company which is the sole general partner of
the limited partnership.
Civil Proceedings: None. See information herein with respect to
Richard D. Mondre and David L. Epstein, the sole
directors and officers of the Texas corporation which
is the sole managing member of the Texas limited
liability company which is the sole general partner of
the limited partnership.
Information with respect to JHGFLP 1996-I Limited Partnership
Name: JHGFLP 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
Richard D. Mondre and David L. Epstein, the sole
directors and officers of the Texas corporation which
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is the sole managing member of the Texas
limited liability company which is the
sole general partner of the limited
partnership.
Civil Proceedings: None. See information herein with respect to
Richard D. Mondre and David L. Epstein, the sole
directors and officers of the Texas corporation which
is the sole managing member of the Texas limited
liability company which is the sole general partner of
the limited partnership.
Information with respect to Richard D. Mondre
Name: Richard D. Mondre
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
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
Information with respect to David L. Epstein
Name: David L. Epstein
Business Address: Precision Response Corporation, 1505 N.W. 167th
Street, Miami, Florida 33169
Principal Occupation: President, 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 SLGFLP 1996-I Limited Partnership
and JHGFLP 1996-I 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 the Stacy Lynn Gordon PRC Trust (the "Stacy Trust"), a trust
created by Mark J. Gordon (a director and executive officer of the Company) for
the benefit of Stacy Lynn Gordon, his daughter, and the Jason Howard Gordon PRC
Trust (the "Jason Trust"), a trust created by Mr. Gordon for the benefit of
Jason Howard Gordon, his son, respectively, which shares, as well as all other
shares of Common Stock of Precision Response Corporation (the "Company")
beneficially owned by each of such
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trusts, 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) 1,365,000 shares were held by SLGFLP
1996-I Limited Partnership, in which SLGFLP 1996-I GP, L.C. (a Texas limited
liability company which is owned by the Stacy Trust as a 99% member and by a
Texas corporation, which is wholly owned by the Stacy Trust, as the 1% managing
member) was a 1% general partner, the Stacy Trust was a 98% limited partner and
Stacy Lynn Gordon (the beneficiary of the Stacy Trust) was a 1% limited partner;
and (b) 1,365,000 shares were held by JHGFLP 1996-I Limited Partnership, in
which JHGFLP 1996-I GP, L.C. (a Texas limited liability company which is owned
by the Jason Trust as a 99% member and by a Texas corporation, which is wholly
owned by the Jason Trust, as the 1% managing member) was a 1% general partner,
the Jason Trust was a 98% limited partner and Jason Howard Gordon (the
beneficiary of the Jason Trust) was a 1% limited partner.
ITEM 4. PURPOSE OF TRANSACTION.
The shares were directly and indirectly transferred by the Stacy Trust and
the Jason Trust, respectively, 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 SLGFLP 1996-I 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 1,365,000 shares originally owned by the Stacy
Trust 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 JHGFLP 1996-I 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 1,365,000 shares originally owned by the Jason
Trust in exchange for the issuance of all the outstanding interests in
the partnership. See Item 3 above for a description of the
transaction.
8
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Information with respect to Richard D. Mondre
(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 4,208,283 shares
for which voting and dispositive powers are shared, such shares are
held as follows: (i) 1,615,000 shares are beneficially owned by the
Stacy Trust, as to which Mr. Mondre shares the voting and dispositive
duties with David L. Epstein, a director and executive officer of the
Company, as co-trustees under the trust and as the sole directors and
officers of the corporate managing member of two Texas limited
liability companies, each of which is the sole general partner of a
Texas limited partnership, which limited partnerships (one of which is
SLGFLP 1996-I Limited Partnership) in the aggregate hold record
ownership of such shares; (ii) 1,615,000 shares are beneficially owned
by the Jason Trust, as to which Mr. Mondre shares the voting and
dispositive duties with Mr. Epstein as co-trustees under the trust and
as the sole directors and officers of the corporate managing member of
two Texas limited liability companies, each of which is the sole
general partner of a Texas limited partnership, which limited
partnerships (one of which is JHGFLP 1996-I Limited Partnership) in
the aggregate hold record ownership of such shares; (iii) 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. Mondre shares the voting and dispositive duties with Mark
J. Gordon, a director and executive officer of the Company, as
co-trustees under the trust and as the sole directors and officers of
the corporate general partner of two limited partnerships, which
limited partnerships in the aggregate hold record ownership of such
shares; (iv) 100,000 shares are held by the Mark J. Gordon 1996
Grantor Retained Annuity Trust #2 (a trust created by Mark J. Gordon
for the benefit of himself and his family members), as to which Mr.
Mondre shares the voting and dispositive duties with Mr. Epstein as
co-trustees under the trust; and (v) 50,000 shares are held by the
David L. Epstein 1996 Grantor Retained Annuity Trust #2 (a trust
created by Mr. Epstein for the benefit of himself and his family
members), as to which Mr. Mondre shares the voting and dispositive
duties with Mr. Gordon as co-trustees under the trust.
Information with respect to David L. Epstein
(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 3,360,000 shares
for which voting and dispositive powers are shared, such shares are
held as follows: (i) 1,615,000 shares are beneficially owned by the
Stacy Trust, as to which Mr. Epstein shares the voting and dispositive
duties with Richard D.
9
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Mondre, a director and executive officer of the Company, as
co-trustees under the trust and as the sole directors and officers of
the corporate managing member of two Texas limited liability
companies, each of which is the sole general partner of a Texas
limited partnership, which limited partnerships in the aggregate hold
record ownership of such shares; (ii) 1,615,000 shares are
beneficially owned by the Jason Trust, as to which Mr. Epstein 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
managing member of two Texas limited liability companies, each of
which is the sole general partner of a Texas limited partnership,
which limited partnerships in the aggregate hold record ownership of
such shares; (iii) 100,000 shares are held by the Mark J. Gordon 1996
Grantor Retained Annuity Trust #2, as to which Mr. Epstein shares the
voting and dispositive duties with Mr. Mondre as co-trustees under the
trust; and (iv) 30,000 shares held by The David and Jodi Epstein
Family Foundation, Inc., as to which Mr. Epstein shares the voting and
dispositive duties with Jodi Epstein, his wife, as the sole directors
and officers of this not-for-profit corporation.
The background of Jodi Epstein is as follows:
Residence Address: 3478 Derby Lane, Weston, Florida 33331.
Principal Occupation: None
Criminal Proceedings: None
Civil Proceedings: None
(c) Transactions during the last 60 days:
(i) On November 20, 1996, David L. Epstein gifted 30,000 shares to
The David and Jodi Epstein Family Foundation, Inc., a not-for-
profit corporation;
(ii) On December 20, 1996, SLGFLP 1996-I Limited Partnership acquired
1,365,000 shares originally owned by the Stacy Trust in exchange
for the issuance of all the outstanding interests in the
partnership (see Item 3 above);
(iii) On December 20, 1996, JHGFLP 1996-I Limited Partnership acquired
1,365,000 shares originally owned by the Jason Trust in exchange
for the issuance of all the outstanding interests in the
partnership (see Item 3 above);
(iv) On December 20, 1996, RDMFLP 1996-I Limited Partnership (a
Texas limited partnership beneficially owned by Richard D.
Mondre) acquired 495,000 shares originally pecuniarily owned
by Richard D. Mondre in exchange for the issuance of all the
outstanding interests in the partnership;
(v) On December 20, 1996, RDMFLP 1996-II Limited Partnership (a
Texas limited partnership beneficially owned by Richard D.
Mondre) acquired 275,000 shares originally pecuniarily owned
by Richard
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D. Mondre in exchange for the issuance of all the
outstanding interests in the partnership;
(vi) On December 20, 1996, DEFLP 1996-I Limited Partnership (a
Texas limited partnership beneficially owned by David L.
Epstein) acquired 1,033,417 shares originally owned by David L.
Epstein in exchange for the issuance of all the outstanding
interests in the partnership;
vii) On December 20, 1996, DEFLP 1996-II Limited Partnership (a
Texas limited partnership beneficially owned by David L.
Epstein) acquired 1,345,000 shares originally owned by David L.
Epstein in exchange for the issuance of all the outstanding
interests in the partnership;
(viii)On December 20, 1996, Mr. Epstein transferred 50,000 shares to
the David L. Epstein 1996 Grantor Retained Annuity Trust #2,
which provides an annuity for 5 years to Mr. Epstein, and with
family members having the remainder interest (see above in this
Item 5);
(ix) On December 20, 1996, Mr. Epstein transferred 5,783 shares to
Jodi Epstein, his wife, who in turn transferred such shares to
DEGTLP 1996-I Limited Partnership (a Texas limited partnership
99% pecuniarily owned by the David Epstein 1995 Grantor Trust,
which was created by Mr. Epstein for the benefit of his children)
in exchange for a 1% limited partnership interest in such limited
partnership;
(x) On December 20, 1996, Mr. Epstein transferred 2,500 shares to
Jodi Epstein, his wife, who in turn transferred such shares to
DEGTLP 1996-II Limited Partnership (a Texas limited partnership
99% pecuniarily owned by the David Epstein 1995 Grantor Trust,
which was created by Mr. Epstein for the benefit of his children)
in exchange for 1% limited partnership interest in such limited
partnership; and
(xi) On December 27, 1996, David L. Epstein Trustee transferred an
aggregate of 380,834 shares to DE Holdings, Inc. (a Texas
corporation owned and controlled by Mr. Epstein), as Trustee, in
connection with the substitution of such Texas corporation as the
voting trustee under certain voting trust agreements.
(d) Richard D. Mondre (see above) and James F. Murray (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 192,500 and 188,334 shares, respectively, of the
Common Stock as to which a Texas corporation owned and controlled by
David L. Epstein has the sole voting power. Mr. Epstein's sole voting
power derives from voting trust agreements currently between such
Texas corporation and certain Texas limited partnerships controlled by
each such person.
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ITEM 6. CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR RELATIONSHIPS
WITH RESPECT TO SECURITIES OF THE ISSUER.
David L. Epstein and Mark J. Gordon (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 (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 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.
12
<PAGE> 13
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
each of Mr. Epstein and Mr. Mondre and certain 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 Richard
D. Mondre and David L. Epstein (incorporated by reference to Exhibit
9.2 to the Company's Registration Statement on Form S-1, as amended
(Registration No. 333-03209), initially filed on May 6, 1996).
(c) Voting Trust Agreement, dated as of February 16, 1996, between James
F. Murray and David L. Epstein (incorporated by reference to Exhibit
9.4 to the Company's Registration Statement on Form S-1, as amended
(Registration No. 333-03209), initially filed on May 6, 1996).
(d) 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, 1996 described in Items 7(a), (b) and (c) 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).
(e) 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).
(f) Stock Purchase and Shareholder Agreement, dated February 16, 1996,
between Richard D. Mondre and David L. Epstein, as amended effective
as of February 16, 1996 (incorporated by reference to Exhibit 10.9 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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(g) 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).
(h) Stock Purchase and Shareholder Agreement, dated February 16, 1996,
between James F. Murray and David L. Epstein, as amended effective as
of February 16, 1996 (incorporated by reference to Exhibit 10.12 to
the Company's Registration Statement on Form S-1, as amended
(Registration No. 333-03209), initially filed on May 6, 1996).
(i) Agreement, dated February 16, 1996, among James F. Murray, Mark G.
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).
(j) 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).
14
<PAGE> 15
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/ Richard D. Mondre
-----------------------------------------------
(Signature)
Richard D. Mondre, President,
SLGFLP 1996-I Holdings, Inc.,
the managing member of SLGFLP
1996-I GP, L.C., the general
partner of SLGFLP 1996-I Limited
Partnership
-----------------------------------------------
(Name and Title)
January 7, 1997
-----------------------------------------------
(Date)
/s/ Richard D. Mondre
-----------------------------------------------
(Signature)
Richard D. Mondre, President,
JHGFLP 1996-I Holdings, Inc.,
the managing member of JHGFLP
1996-I GP, L.C., the general
partner of JHGFLP 1996-I Limited
Partnership
-----------------------------------------------
(Name and Title)
January 7, 1997
-----------------------------------------------
(Date)
/s/ David L. Epstein
-----------------------------------------------
(Signature)
David L. Epstein, individual
-----------------------------------------------
(Name and Title)
15
<PAGE> 16
January 7, 1997
-----------------------------------------------
(Date)
/s/ Richard D. Mondre
-----------------------------------------------
(Signature)
Richard D. Mondre, individual
-----------------------------------------------
(Name and Title)
16
