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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)*
PHOENIX INTERNATIONAL LTD., INC.
--------------------------------
(Name of issuer)
COMMON STOCK, PAR VALUE $.01 PER SHARE
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(Title of class of securities)
719078-10-7
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(CUSIP Number)
MS. PATRICIA B. TODD
2550 TYVOLA ROAD, SUITE 460
CHARLOTTE, NORTH CAROLINA 28217
TELEPHONE: (704) 357-3133
(Name, address and telephone number of person
authorized to receive notices and communications)
Copy to:
ALAN J. PRINCE, ESQ.
MARK E. THOMPSON, ESQ.
KING & SPALDING
191 PEACHTREE STREET
ATLANTA, GEORGIA 30303-1763
TELEPHONE: (404) 572-4600
SEPTEMBER 22, 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 which 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 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 (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).
(Continued on following pages)
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CUSIP NO. 719078-10-7
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1. NAMES OF REPORTING PERSON
IRS IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
LONDON BRIDGE SOFTWARE HOLDINGS PLC.
2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) [ ]
(b) [X]
3. SEC USE ONLY
4. SOURCE OF FUNDS
WC
5. CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEMS 2(d) or 2(e) [ ]
6. CITIZENSHIP OR PLACE OF ORGANIZATION
ENGLAND AND WALES
<CAPTION>
<S> <C> <C>
NUMBER OF 7. SOLE VOTING POWER 861,623. SEE ITEMS 5 AND 6.
SHARES
BENEFICIALLY 8. SHARED VOTING POWER 0
OWNED BY
EACH 9. SOLE DISPOSITIVE POWER 861,623. SEE ITEMS 5 AND 6.
REPORTING
PERSON
WITH 10. SHARED DISPOSITIVE POWER 0
11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
861,623
12. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES* [ ]
13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
9.2%
14. TYPE OF REPORTING PERSON*
CO
</TABLE>
*SEE INSTRUCTIONS BEFORE FILLING OUT!
Page 2 of 6 Pages
Exhibit Index on Page 6
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This Amendment No. 2 (this "Amendment) amends the Statement on Schedule
13D dated February 14, 2000, as amended by Amendment No. 1 on August 22, 2000
(as amended, the "Schedule 13D"), filed by London Bridge Software Holdings plc.
("London Bridge" or the "Reporting Person"). This Amendment is filed with
respect to the Common Stock, $.01 par value per share (the "Common Stock"), of
Phoenix International Ltd., Inc., a Florida corporation (the "Company").
Capitalized terms used in the Amendment and not otherwise defined herein have
the meanings ascribed to such terms in the Schedule 13D.
ITEM 4. PURPOSE OF TRANSACTION.
Item 4 is hereby amended and restated in its entirety to read as
follows:
London Bridge acquired the Shares for investment purposes to
participate in the future financial growth of the Company. London
Bridge and the Company have agreed to engage in the joint marketing of
certain software products.
London Bridge continuously reevaluates and reviews its investment in
the Company, and, subject to the terms of the Governance Agreement (as
defined below), may determine to (i) acquire additional securities of
the Company, through open market purchases, privately negotiated
transactions, merger, tender offer or otherwise, (ii) dispose of all or
a portion of the Shares it beneficially owns, or (iii) take any other
available course of action, which could involve one or more of the
types of transactions or have one or more of the results described in
Item 4 of Schedule 13D. Notwithstanding anything contained herein,
London Bridge reserves the right to change its intentions with respect
to any or all of such matters. In reaching any decision as to London
Bridge's course of action (as well as to the specific elements
thereof), London Bridge currently expects that it would take into
consideration a variety of factors, including, but not limited to, the
Company's business and prospects, other developments concerning the
Company, the Company's industry generally, other business opportunities
available to London Bridge, other developments with respect to the
businesses of London Bridge, general economic conditions and money and
stock market conditions. London Bridge is currently considering a
potential transaction relating to the acquisition of the Company which
may occur through the acquisition of assets or the acquisition of
additional Shares (including, but not limited to, an acquisition of all
of the outstanding shares of the Company) through open market
purchases, privately negotiated transactions, merger, tender offer or
otherwise.
On August 22, 2000 London Bridge and the Company entered into an
Exclusivity Agreement (the "Exclusivity Agreement") which provides that
for a period of 30 consecutive days, the Company will not, nor shall it
authorize or permit any of its subsidiaries or any of the directors,
officers, employees, advisors or agents or any other representatives of
the Company or its subsidiaries to, directly or indirectly, (a)
solicit, initiate or encourage the submission of, or enter into any
agreement or understanding with respect to, any acquisition proposal or
(b) participate in, engage in or encourage any discussion or
negotiations regarding, or furnish to any person any non-public
information with respect to, or take any other action to assist or
facilitate any inquiries or the making of, any proposal that
constitutes, or could reasonably be expected to lead to, any
acquisition proposal. The Company agreed promptly to provide oral and
written notice to London Bridge of (a) the receipt during the
exclusivity period of any acquisition proposal or any inquiry which
could reasonably be expected to lead to any acquisition proposal, (b)
the material terms and conditions of such acquisition proposal or
inquiry, and (c) the identity of such person making any such
acquisition proposal or inquiry. The Company and London Bridge agreed
to work together in good faith to execute definitive documentation with
respect to a transaction as soon as the parties deem to be reasonably
practicable recognizing that time is of the essence and taking into
account recent developments with the Company's financial statements.
In addition, the Exclusivity Agreement provides that if within six
months after the date of the Exclusivity Agreement, the Company enters
into any agreement relating to, or consummates, an acquisition proposal
with a person other than London Bridge, then immediately prior to, and
as a condition of, consummation of such transaction the Company shall
pay to London Bridge upon demand $2.0 million.
Page 3 of 6 Pages
Exhibit Index on Page 6
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On September 22, 2000 London Bridge and the Company amended the
Exclusivity Agreement to extend the exclusivity period through October 8, 2000.
The parties also agreed to negotiate in good faith with respect to the execution
by such date of a definitive agreement providing for the acquisition of the
Company by London Bridge and the extension by London Bridge to the Company of a
working capital line of credit of up to $10 million for interim financing. All
other terms and conditions of the Exclusivity Agreement remained unchanged by
the amendment.
The Exclusivity Agreement, the related press release and the amendment
to the Exclusivity Agreement are attached hereto as Exhibits 4, 5 and 6,
respectively, and are incorporated herein by reference.
ITEM 6. CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR RELATIONSHIPS WITH
RESPECT TO SECURITIES OF THE ISSUER.
Item 6 is hereby amended and supplemented by adding the following:
"The information contained in Item 4 is incorporated herein by
reference."
ITEM 7. MATERIAL TO BE FILED AS EXHIBITS.
*1. Stock Purchase Agreement dated as of February 14, 2000.
*2. Governance Agreement dated as of February 14, 2000.
*3. Registration Rights Agreement dated as of February 14, 2000.
*4. Exclusivity Agreement, dated as of August 22, 2000, between London
Bridge Software Holdings plc. and Phoenix International Ltd., Inc.
*5. Press release issued by London Bridge Software Holdings plc. on
August 22, 2000.
6. Amendment to Exclusivity Agreement dated as of September 22, 2000,
between London Bridge Software Holdings plc. and Phoenix
International Ltd., Inc.
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* Previously filed.
Page 4 of 6 Pages
Exhibit Index on Page 6
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SIGNATURE
After reasonable inquiry and to the best of our knowledge and belief,
the undersigned certify that the information set forth in this statement is
true, complete and correct.
Dated: September 25, 2000
LONDON BRIDGE SOFTWARE HOLDINGS PLC.
By: /s/ Jon Lee
--------------------------------
Name: Jon Lee
Title: Chief Operating Officer
Page 5 of 6 Pages
Exhibit Index on Page 6
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EXHIBIT INDEX
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Exhibit Description
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*1. Stock Purchase Agreement dated as of February 14, 2000.
*2. Governance Agreement dated as of February 14, 2000.
*3. Registration Rights Agreement dated as of February 14, 2000.
*4. Exclusivity Agreement, dated as of August 22, 2000, between London
Bridge Software Holdings plc. and Phoenix International Ltd., Inc.
*5. Press release issued by London Bridge Software Holdings plc. on August
22, 2000.
6 Amendment to Exclusivity Agreement dated as of September 22, 2000,
between London Bridge Software Holdings plc. and Phoenix International
Ltd., Inc.
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* Previously filed.
Page 6 of 6 Pages
Exhibit Index on Page 6
