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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 13D
(RULE 13d-101)
INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT
TO RULE 13D-1(A) AND AMENDMENTS THERETO FILED PURSUANT TO
RULE 13D-2(A)
(AMENDMENT NO. 1)*
DTM Corporation
- --------------------------------------------------------------------------------
(Name of Issuer)
Common Stock, $.0002 par value
- --------------------------------------------------------------------------------
(Title of Class of Securities)
23333L 10 3
---------------------------------------
(CUSIP Number)
Anthony Mariotti
Managing Member
Proactive Finance Group, LLC
221 West 6th Street, Suite 1520
Austin, Texas 78701
(512) 481-1495
- --------------------------------------------------------------------------------
(Name, Address and Telephone Number of Person Authorized to Receive Notices and
Communications)
Copies to:
P. Steven Hacker
Gray Cary Ware & Freidenrich LLP
100 Congress Avenue, Suite 1440
Austin, Texas 78701
(512) 457-7035
February 12, 1999
- --------------------------------------------------------------------------------
(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 schedules, including all exhibits. See Rule 13d-7(b) 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).
SEC 1746 (12-91)
<PAGE>
- -----------------------
CUSIP NO. 23333L 10 3 SCHEDULE 13D/A
- -----------------------
- ------------------------------------------------------------------------------
NAME OF REPORTING PERSON
1 S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS (ENTITIES ONLY)
Proactive Finance Group, LLC ("Proactive") 74-2848895
- ------------------------------------------------------------------------------
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
2 (a) [_]
(b) [X]
- ------------------------------------------------------------------------------
SEC USE ONLY
3
- ------------------------------------------------------------------------------
SOURCE OF FUNDS*
4
AF
- ------------------------------------------------------------------------------
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO
ITEMS 2(d) OR 2(e)
5 [_]
- ------------------------------------------------------------------------------
CITIZENSHIP OR PLACE OF ORGANIZATION
6
TEXAS
- ------------------------------------------------------------------------------
SOLE VOTING POWER
7
NUMBER OF
SHARES -----------------------------------------------------------
SHARED VOTING POWER
BENEFICIALLY 8
OWNED BY 3,157,190/1/
-----------------------------------------------------------
EACH SOLE DISPOSITIVE POWER
9
REPORTING
PERSON -----------------------------------------------------------
SHARED DISPOSITIVE POWER
WITH 10
3,157,190/1/
- ------------------------------------------------------------------------------
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
11
3,157,190/1/
- ------------------------------------------------------------------------------
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES*
12 [_]
- ------------------------------------------------------------------------------
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
13
47.68%
- ------------------------------------------------------------------------------
TYPE OF REPORTING PERSON*
14
OO
- ------------------------------------------------------------------------------
<PAGE>
- -----------------------
CUSIP NO. 23333L 10 3
- -----------------------
- ------------------------------------------------------------------------------
NAME OF REPORTING PERSON
1 S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS (ENTITIES ONLY)
DTM Aquisition Company, L.P. ("DTMAC")
- ------------------------------------------------------------------------------
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
2 (a) [_]
(b) [X]
- ------------------------------------------------------------------------------
SEC USE ONLY
3
- ------------------------------------------------------------------------------
SOURCE OF FUNDS*
4
WC, 00
- ------------------------------------------------------------------------------
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO
ITEMS 2(d) OR 2(e)
5 [_]
- ------------------------------------------------------------------------------
CITIZENSHIP OR PLACE OF ORGANIZATION
6
TEXAS
- ------------------------------------------------------------------------------
SOLE VOTING POWER
7
NUMBER OF
SHARES -----------------------------------------------------------
SHARED VOTING POWER
BENEFICIALLY 8
OWNED BY 3,157,190/1/
-----------------------------------------------------------
EACH SOLE DISPOSITIVE POWER
9
REPORTING
PERSON -----------------------------------------------------------
SHARED DISPOSITIVE POWER
WITH 10
3,157,190/1/
- ------------------------------------------------------------------------------
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
11
3,157,190/1/
- ------------------------------------------------------------------------------
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES*
12 [_]
- ------------------------------------------------------------------------------
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
13
47.68%
- ------------------------------------------------------------------------------
TYPE OF REPORTING PERSON*
14
PN
- ------------------------------------------------------------------------------
<PAGE>
- -----------------------
CUSIP NO. 23333L 10 3
- -----------------------
- ------------------------------------------------------------------------------
NAME OF REPORTING PERSON
1 S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS (ENTITIES ONLY)
Proactive-DTM, L.P. ("Pro-DTM")
- ------------------------------------------------------------------------------
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
2 (a) [_]
(b) [X]
- ------------------------------------------------------------------------------
SEC USE ONLY
3
- ------------------------------------------------------------------------------
SOURCE OF FUNDS*
4
AF
- ------------------------------------------------------------------------------
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO
ITEMS 2(d) OR 2(e)
5 [_]
- ------------------------------------------------------------------------------
CITIZENSHIP OR PLACE OF ORGANIZATION
6
TEXAS
- ------------------------------------------------------------------------------
SOLE VOTING POWER
7
NUMBER OF
SHARES -----------------------------------------------------------
SHARED VOTING POWER
BENEFICIALLY 8
OWNED BY 3,157,190/1/
-----------------------------------------------------------
EACH SOLE DISPOSITIVE POWER
9
REPORTING
PERSON -----------------------------------------------------------
SHARED DISPOSITIVE POWER
WITH 10
3,157,190/1/
- ------------------------------------------------------------------------------
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
11
3,157,190/1/
- ------------------------------------------------------------------------------
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES*
12 [_]
- ------------------------------------------------------------------------------
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
13
47.68%
- ------------------------------------------------------------------------------
TYPE OF REPORTING PERSON*
14
PN
- ------------------------------------------------------------------------------
- --------------------
/1/ On January 2, 1999, Proactive entered into a Stock Purchase Agreement (the
"Agreement") with The B.F. Goodrich Company ("Goodrich"), pursuant to which,
upon the terms and conditions set forth therein, Goodrich agreed to sell, and
Proactive or its assignee agreed to purchase, 3,157,190 shares of the Common
Stock, par value $.0002 per share, of DTM Corporation, a Texas corporation (the
"Shares"). In addition, Goodrich agreed in such Stock Purchase Agreement to
certain restrictions on the voting of its shares as set forth in Item 5 below.
On February 12, 1999, Proactive assigned its rights under the Agreement to
DTMAC. The general partner of DTMAC is Pro-DTM and the general partner of Pro-
DTM is Proactive. On February 12, 1999, DTMAC acquired the Shares from
Goodrich. By reason of the provisions of Rule 13d-3 of the Securities Exchange
Act of 1934, as amended (the "Act"), each of Proactive, DTMAC and Pro-DTM may be
deemed to own beneficially the Shares.
<PAGE>
- -----------------------
CUSIP NO. 23333L 10 3 SCHEDULE 13D/A
- -----------------------
*SEE INSTRUCTIONS BEFORE FILLING OUT!
<PAGE>
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CUSIP NO. 23333L 10 3
- -----------------------
This Amendment No.1 amends the statement on Schedule 13D which was
filed on January 12, 1999 by Proactive (as amended, the "Schedule 13D") with
respect to the Shares. Capitalized terms used herein and not otherwise defined
have the meanings set forth in the Schedule 13D.
Except as specifically provided herein, this Amendment No. 1 does not
modify any of the information previously reported on the Schedule 13D.
Item 2 is hereby amended and restated as follows:
Item 2. Identity and Background.
This Statement is being filed by Proactive on behalf of each of
Proactive, DTMAC and Pro-DTM, each having a principal office located at 221 West
6th Street, Suite 1520, Austin, Texas 78701.
Proactive is a financial advisory firm. DTMAC was formed and organized
for the sole purpose of acquiring the Shares from Goodrich upon assignment to
DTMAC of Proactive's rights under the Agreement. Pro-DTM was formed and
organized for the sole purpose of acting as general partner of DTMAC.
During the last five years, neither Proactive, its managing member,
DTMAC nor Pro-DTM has been (a) convicted in a criminal proceeding (excluding
traffic violations or similar misdemeanors) or (b) a party to a civil proceeding
of a judicial or administrative body of competent jurisdiction and as a result
of such proceeding was or is 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.
The table set forth in Exhibit 1 is incorporated herein by reference
and lists the name, principal occupation or employment for the managing member
of Proactive. The business address for the managing member of Proactive is 221
West 6th Street, Suite 1520, Austin, Texas 78701. To the knowledge of Proactive,
DTMAC and Pro-DTM, neither the managing member of Proactive, DTMAC nor Pro-DTM
has, during the last five years, been convicted in a criminal proceeding
(excluding traffic violations or similar misdemeanors) or been a party to a
civil proceeding of a judicial or administrative body of competent jurisdiction
and as a result of such civil proceeding was or is 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
violations with respect to such laws.
Each of Proactive, DTMAC and Pro-DTM are citizens of the state of
Texas.
Item 3 is hereby amended and restated as follows:
Item 3. Source and Amount of Funds or Other Consideration.
On February 12, 1999 Proactive assigned its rights under the Agreement
to DTMAC. Prior to such date DTMAC sold and issued limited partnership
interests. A portion of the proceeds of such sales and issuances was used by
DTMAC to obtain the Shares pursuant to the terms of the Agreement. The net
investment cost of the Shares and an obligation of the Issuer for $909,000 to
DTMAC (including commissions, if any) since the filing of the Schedule 13D is
$3,500,000.
<PAGE>
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CUSIP NO. 23333L 10 3 SCHEDULE 13D/A
- -----------------------
Item 4 is hereby amended and restated as follows:
Item 4. Purpose of Transaction.
The Shares are approximately 47.68% of the outstanding Common Stock of
the Issuer and as such represent a substantial equity interest in the Issuer.
Proactive, through DTMAC and Pro-DTM, acquired the Shares for investment
purposes and to evaluate the performance of such Shares as an investment. Each
of Proactive, Pro-DTM and DTMAC intend to continually assess the Company's
financial condition, results of operations and prospects, and general economic
and industry conditions.
Pursuant to the Agreement, contemporaneously with the purchase of the
Shares, each of Robert D. Koney Jr., Marshall O. Larsen, and Les C. Vinney
resigned from his position as a member of the Board of Directors of Issuer (the
"Board") and the vacancies created thereby were filled by Anthony Mariotti,
Samuel A. Myers, and Larry Goldstein, each of whom is affiliated with DTMAC and
Proactive.
As a condition precedent to Closing, the Board was required to approve
the transactions contemplated by the Agreement. The Board approved such
transactions on January 11, 1999.
Item 5 is hereby amended and restated as follows:
Item 5. Interest in Securities of the Issuer.
Each of Proactive, DTMAC and Pro-DTM may be deemed to have beneficial
ownership, as defined in Rule 13d-3, of the Shares, which represent
approximately 47.68% of the total number of outstanding shares of Common Stock
of the Issuer. Under the Agreement, Goodrich agreed to certain restrictions on
its voting with respect to any proposed mergers, sale of assets, or other
reorganizations or similar transactions involving the Issuer.
Item 6 is hereby amended and restated as follows:
Item 6. Contracts, Arrangements, Understandings or Relationships with Respect
to Securities of the Issuer.
Upon the Closing, DTMAC and Goodrich entered into an Assignment and
Assumption Agreement in the form attached hereto as Exhibit 3 (the "Assignment
Agreement") which provides, among other things, for the assignment by Goodrich
to Proactive of all of its right, title and interest in and to that certain
Amended and Restated Shareholders' Agreement, dated April 30, 1996, by and among
the Issuer and certain of its shareholders, as amended and restated (the
"Shareholders' Agreement"). The Shareholders' Agreement was filed by the Issuer
on May 21, 1996 as Exhibit 10.11 to its Registration Statement (No. 333-04173)
on Form S-1, as amended, and is incorporated herein by reference.
<PAGE>
- -----------------------
CUSIP NO. 23333L 10 3 SCHEDULE 13D/A
- -----------------------
Exhibit Index
-------------
EXHIBIT NO. DESCRIPTION
----------- -----------
*1. Managing Member of Proactive
*2. Stock Purchase Agreement, dated January 2, 1999, between
Proactive and Goodrich
3. Assignment and Assumption Agreement
* Previously filed with the Schedule 13D filed on January 12, 1999.
<PAGE>
- -----------------------
CUSIP NO. 23333L 10 3 SCHEDULE 13D/A
- -----------------------
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.
Dated: February 26, 1999
-----------------
PROACTIVE FINANCE GROUP, LLC,
a Texas limited liability company
By: /s/ Anthony Mariotti
---------------------------------
Anthony Mariotti
Managing Member
DTM ACQUISITION COMPANY, L.P.,
a Texas limited partnership
By: Proactive-DTM, L.P.,
a Texas limited partnership
By: Proactive Finance Group, LLC,
a Texas limited liability company
By: /s/ Anthony Mariotti
--------------------------------
Anthony Mariotti, Managing Member
PROACTIVE-DTM, L.P.,
a Texas limited partnership
By: Proactive Finance Group, LLC,
a Texas limited liability
company
By: /s/ Anthony Mariotti
---------------------------------
Anthony Mariotti, Managing Member
<PAGE>
EXHIBIT 3
ASSIGNMENT AND ASSUMPTION AGREEMENT
This Assignment and Assumption Agreement (this "Agreement"), dated
---------
February 12, 1999, is entered by and between The B.F. Goodrich Company, a
Delaware corporation ("Goodrich") and DTM Acquisition Company, L.P., as assignee
--------
of ProActive Finance Group, LLC, a Texas limited liability company
("ProActive").
---------
Goodrich and ProActive entered into that certain Stock Purchase Agreement,
dated January 2, 1999 (the "Purchase Agreement"), pursuant to which Goodrich
------------------
agreed to sell, and ProActive agreed to purchase, all of the right, title and
interest of Goodrich in and to the Purchased Shares and the Purchased Debt, each
as defined in the Purchase Agreement (the "DTM Sale"). In connection with and as
--------
further inducement for ProActive to consummate the DTM Sale, Goodrich agreed
to assign all of its right, title and interest in and to that certain
Shareholders' Agreement, dated April 30, 1996, as amended (the "Shareholders'
------------
Agreement") to ProActive.
- ---------
Therefore, for good and valuable consideration, receipt and sufficiency of
which is acknowledged, Goodrich hereby grants, bargains, sells and assigns to
ProActive all of Goodrich's right, title and interest in and to the
Shareholders' Agreement and the rights, duties, and obligations conferred
thereby. In addition, Goodrich hereby grants, bargains, sells, and assigns to
ProActive all of Goodrich's right, title and interest in and to the Purchased
Shares and Purchased Debt.
ProActive does hereby accept the foregoing assignments and hereby assumes
from and after the date of this Agreement, all of Goodrich's liabilities,
duties, and obligations with respect to or arising from the Goodrich's right,
title and interest in and to the Shareholders' Agreement. ProActive hereby
acknowledges that the foregoing assignment and assumption shall relieve Goodrich
of all of liabilities, duties, and obligations assigned and assumed hereby.
[Remainder of Page Intentionally Left Blank]
<PAGE>
IN WITNESS WHEREOF, the parties hereto have duly executed this Agreement
as of the date first above written.
GOODRICH:
THE B.F. GOODRICH COMPANY
By:
-------------------------------------
Name:
Title:
DTM ACQUISITION COMPANY, L.P.
By: PROACTIVE-DTM, L.P.
BY: PROACTIVE FINANCE GROUP, LLC
By:
-------------------------------------
Anthony Mariotti
President
The undersigned hereby acknowledges its obligation to Goodrich in the amount of
$907,000 and acknowledges and consents to the foregoing assignments and
assumptions by Goodrich and ProActive.
DTM CORPORATION
By:
--------------------------------------
Name:
Title:
Date:
-2-
