<PAGE>
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. __ )*
-----------
RMH Teleservices, Inc.
-------------------------------------------------------------------------
(Name of Issuer)
Common Stock
-------------------------------------------------------------------------
(Title of Class of Securities)
749938 10 6
---------------------------------------------
(CUSIP Number)
James Pleasant, 1601 Elm Street, Suite 3000, Dallas, Texas
75201, (214) 999-3000
-------------------------------------------------------------------------------
(Name, Address and Telephone Number of Person Authorized to
Receive Notices and Communications)
March 28, 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 Section 240.13d-1(e), Section 240.13d-1(f) or
Section 240.13d-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 Section 240.13d-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).
<PAGE>
<TABLE>
<CAPTION>
<S><C>
SCHEDULE 13D
- ------------------------ ---------------------
CUSIP NO. 749938 10 6 PAGE 2 OF 14 PAGES
- ----------------------- ---------------------
- ------------------------------------------------------------------------------
1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
R-T Investors, LLC
- ------------------------------------------------------------------------------
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) [X]
(b) [ ]
- ------------------------------------------------------------------------------
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
Nevada
- ------------------------------------------------------------------------------
7 SOLE VOTING POWER
NUMBER OF -0-
SHARES
-------------------------------------------
BENEFICIALLY 8 SHARED VOTING POWER
OWNE BY 4,074,456
EACH
-------------------------------------------
REPORTING 9 SOLE DISPOSITIVE POWER
PERSON -0-
WITH
-------------------------------------------
10 SHARED DISPOSITIVE POWER
4,074,456
- ------------------------------------------------------------------------------
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING
PERSON
4,074,456
- ------------------------------------------------------------------------------
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES* [_]
- ------------------------------------------------------------------------------
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
48.7%
- ------------------------------------------------------------------------------
14 TYPE OF REPORTING PERSON*
CO
- ------------------------------------------------------------------------------
*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.
</TABLE>
<PAGE>
SCHEDULE 13D
- ------------------------ ---------------------
CUSIP NO. 749938 10 6 PAGE 3 OF 14 PAGES
- ----------------------- ---------------------
<TABLE>
<CAPTION>
<S><C>
- ------------------------------------------------------------------------------
1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Jeff Jensen
- ------------------------------------------------------------------------------
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) [X]
(b) [ ]
- ------------------------------------------------------------------------------
3 SEC USE ONLY
- ------------------------------------------------------------------------------
4 SOURCE OF FUNDS*
N/A
- ------------------------------------------------------------------------------
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEMS 2(d)
or 2(e) [_]
- ------------------------------------------------------------------------------
6 CITIZENSHIP OR PLACE OF ORGANIZATION
United States
- ------------------------------------------------------------------------------
7 SOLE VOTING POWER
NUMBER OF 814,892
SHARES
------------------------------------------
BENEFICIALLY 8 SHARED VOTING POWER
OWNED BY -0-
EACH
------------------------------------------
REPORTING 9 SOLE DISPOSITIVE POWER
PERSON 814,892
WITH
------------------------------------------
10 SHARED DISPOSITIVE POWER
-0-
- ------------------------------------------------------------------------------
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING
PERSON
814,892
- ------------------------------------------------------------------------------
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES* [_]
- ------------------------------------------------------------------------------
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
9.7%
- ------------------------------------------------------------------------------
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.
</TABLE>
<PAGE>
SCHEDULE 13D
- ------------------------ ---------------------
CUSIP NO. 749938 10 6 PAGE 4 OF 14 PAGES
- ----------------------- ---------------------
<TABLE>
<CAPTION>
<S><C>
- ------------------------------------------------------------------------------
1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Jami Jensen
- ------------------------------------------------------------------------------
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) [X]
(b) [ ]
- ------------------------------------------------------------------------------
3 SEC USE ONLY
- ------------------------------------------------------------------------------
4 SOURCE OF FUNDS*
N/A
- ------------------------------------------------------------------------------
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEMS 2(d)
or 2(e) [_]
- ------------------------------------------------------------------------------
6 CITIZENSHIP OR PLACE OF ORGANIZATION
United States
- ------------------------------------------------------------------------------
7 SOLE VOTING POWER
NUMBER OF 774,147
SHARES
------------------------------------------
BENEFICIALLY 8 SHARED VOTING POWER
OWNED BY -0-
EACH
------------------------------------------
REPORTING 9 SOLE DISPOSITIVE POWER
PERSON 774,147
WITH
------------------------------------------
10 SHARED DISPOSITIVE POWER
-0-
- ------------------------------------------------------------------------------
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
774,147
- ------------------------------------------------------------------------------
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES* [_]
- ------------------------------------------------------------------------------
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
9.3%
- ------------------------------------------------------------------------------
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.
</TABLE>
<PAGE>
SCHEDULE 13D
- ------------------------ ---------------------
CUSIP NO. 749938 10 6 PAGE 5 OF 14 PAGES
- ----------------------- ---------------------
<TABLE>
<CAPTION>
<S><C>
- ------------------------------------------------------------------------------
1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Julie Jensen
- ------------------------------------------------------------------------------
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) [X]
(b) [ ]
- ------------------------------------------------------------------------------
3 SEC USE ONLY
- ------------------------------------------------------------------------------
4 SOURCE OF FUNDS*
N/A
- ------------------------------------------------------------------------------
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEMS 2(d)
or 2(e) [_]
- ------------------------------------------------------------------------------
6 CITIZENSHIP OR PLACE OF ORGANIZATION
United States
- ------------------------------------------------------------------------------
7 SOLE VOTING POWER
NUMBER OF 774,147
SHARES
------------------------------------------
BENEFICIALLY 8 SHARED VOTING POWER
OWNED BY -0-
EACH
------------------------------------------
REPORTING 9 SOLE DISPOSITIVE POWER
PERSON 774,147
WITH
------------------------------------------
10 SHARED DISPOSITIVE POWER
-0-
- ------------------------------------------------------------------------------
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
774,147
- ------------------------------------------------------------------------------
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES* [_]
- ------------------------------------------------------------------------------
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
9.3%
- ------------------------------------------------------------------------------
14 TYPE OF REPORTING PERSON*
IN
- ------------------------------------------------------------------------------
</TABLE>
*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 of 14
<PAGE>
SCHEDULE 13D
- ------------------------ ---------------------
CUSIP NO. 749938 10 6 PAGE 6 OF 14 PAGES
- ----------------------- ---------------------
<TABLE>
<CAPTION>
<S><C>
- ------------------------------------------------------------------------------
1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Janet Jensen
- ------------------------------------------------------------------------------
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) [X]
(b) [ ]
- ------------------------------------------------------------------------------
3 SEC USE ONLY
- ------------------------------------------------------------------------------
4 SOURCE OF FUNDS*
N/A
- ------------------------------------------------------------------------------
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEMS 2(d)
or 2(e) [_]
- ------------------------------------------------------------------------------
6 CITIZENSHIP OR PLACE OF ORGANIZATION
United States
- ------------------------------------------------------------------------------
7 SOLE VOTING POWER
NUMBER OF 774,147
SHARES
------------------------------------------
BENEFICIALLY 8 SHARED VOTING POWER
OWNED BY -0-
EACH
------------------------------------------
REPORTING 9 SOLE DISPOSITIVE POWER
PERSON 774,147
WITH
------------------------------------------
10 SHARED DISPOSITIVE POWER
-0-
- ------------------------------------------------------------------------------
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING
PERSON
774,147
- ------------------------------------------------------------------------------
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES* [_]
- ------------------------------------------------------------------------------
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
9.3%
- ------------------------------------------------------------------------------
14 TYPE OF REPORTING PERSON*
IN
- ------------------------------------------------------------------------------
</TABLE>
*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 of 14
<PAGE>
SCHEDULE 13D
- ------------------------ ---------------------
CUSIP NO. 749938 10 6 PAGE 7 OF 14 PAGES
- ----------------------- ---------------------
<TABLE>
<CAPTION>
<S><C>
- ------------------------------------------------------------------------------
1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
James Jensen
- ------------------------------------------------------------------------------
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) [X]
(b) [ ]
- ------------------------------------------------------------------------------
3 SEC USE ONLY
- ------------------------------------------------------------------------------
4 SOURCE OF FUNDS*
N/A
- ------------------------------------------------------------------------------
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEMS 2(d)
or 2(e) [_]
- ------------------------------------------------------------------------------
6 CITIZENSHIP OR PLACE OF ORGANIZATION
United States
- ------------------------------------------------------------------------------
7 SOLE VOTING POWER
NUMBER OF 774,147
SHARES
------------------------------------------
BENEFICIALLY 8 SHARED VOTING POWER
OWNED BY -0-
EACH
------------------------------------------
REPORTING 9 SOLE DISPOSITIVE POWER
PERSON 774,147
WITH
------------------------------------------
10 SHARED DISPOSITIVE POWER
-0-
- ------------------------------------------------------------------------------
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
774,147
- ------------------------------------------------------------------------------
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES* [_]
- ------------------------------------------------------------------------------
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
9.3%
- ------------------------------------------------------------------------------
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.
</TABLE>
Page 7 of 14
<PAGE>
SCHEDULE 13D
- ------------------------ ---------------------
CUSIP NO. 749938 10 6 PAGE 8 OF 14 PAGES
- ----------------------- ---------------------
<TABLE>
<CAPTION>
<S><C>
- ------------------------------------------------------------------------------
1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Ronald Jensen
- ------------------------------------------------------------------------------
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) [X]
(b) [ ]
- ------------------------------------------------------------------------------
3 SEC USE ONLY
- ------------------------------------------------------------------------------
4 SOURCE OF FUNDS*
N/A
- ------------------------------------------------------------------------------
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEMS 2(d)
or 2(e) [_]
- ------------------------------------------------------------------------------
6 CITIZENSHIP OR PLACE OF ORGANIZATION
United States
- ------------------------------------------------------------------------------
7 SOLE VOTING POWER
NUMBER OF 81,488
SHARES
------------------------------------------
BENEFICIALLY 8 SHARED VOTING POWER
OWNED BY -0-
EACH
-------------------------------------------
REPORTING 9 SOLE DISPOSITIVE POWER
PERSON 81,488
WITH
------------------------------------------
10 SHARED DISPOSITIVE POWER
-0-
- ------------------------------------------------------------------------------
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING
PERSON
81,488
- ------------------------------------------------------------------------------
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES* [_]
- ------------------------------------------------------------------------------
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
Less than 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.
</TABLE>
Page 8 of 14
<PAGE>
SCHEDULE 13D
- ------------------------ ---------------------
CUSIP NO. 749938 10 6 PAGE 9 OF 14 PAGES
- ----------------------- ---------------------
<TABLE>
<CAPTION>
<S><C>
- ------------------------------------------------------------------------------
1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Gladys Jensen
- ------------------------------------------------------------------------------
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) [X]
(b) [ ]
- ------------------------------------------------------------------------------
3 SEC USE ONLY
- ------------------------------------------------------------------------------
4 SOURCE OF FUNDS*
N/A
- ------------------------------------------------------------------------------
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEMS 2(d)
or 2(e) [_]
- ------------------------------------------------------------------------------
6 CITIZENSHIP OR PLACE OF ORGANIZATION
United States
- ------------------------------------------------------------------------------
7 SOLE VOTING POWER
NUMBER OF 81,488
SHARES
------------------------------------------
BENEFICIALLY 8 SHARED VOTING POWER
OWNED BY -0-
EACH
------------------------------------------
REPORTING 9 SOLE DISPOSITIVE POWER
PERSON 81,488
WITH
------------------------------------------
10 SHARED DISPOSITIVE POWER
-0-
- ------------------------------------------------------------------------------
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
81,488
- ------------------------------------------------------------------------------
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES* [_]
- ------------------------------------------------------------------------------
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
Less than 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.
</TABLE>
Page 9 of 14
<PAGE>
CUSIP NO. 749938 10 6 Page 10 of 14
tem 1. SECURITY AND ISSUER.
This Schedule 13D (this "Filing") relates to the common stock, no par
value (the "Common Stock"), and voting and other contractual rights relating
thereto, of RMH Teleservices, Inc., a Pennsylvania corporation (the "Company"),
which has its principal executive offices located at 40 Morris Avenue, Bryn
Mawr, Pennsylvania 19010. The purpose of this Filing is to reflect the
beneficial ownership of Common Stock by R-T Investors, LLC, a Nevada limited
liability company, and its members.
Item 2. IDENTITY AND BACKGROUND.
1. (a) R-T Investors, LLC, a Nevada limited liability company
("RTI")
(b) 850 Cannon, Suite 200, Hurst, Texas 76054
(c) RTI is a limited liability company established for
the purpose of making investments.
(d) RTI has not, during the last five years, been convicted in a
criminal proceeding (excluding traffic violations or similar
misdemeanors).
(e) RTI has not, during the last five years, been 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.
2. (a) Jeff Jensen
(b) 850 Cannon, Suite 200, Hurst, Texas 76054
(c) Jeff Jensen is a 20% member and President of RTI.
(d) Jeff Jensen has not, during the last five years, been
convicted in a criminal proceeding (excluding
traffic violations or similar misdemeanors).
(f) Jeff Jensen is a citizen of the United States.
3. (a) Jami Jensen
(b) 850 Cannon, Suite 200, Hurst, Texas 76054
(c) Jami Jensen is a 19% member of RTI.
(d) Jami Jensen has not, during the last five years, been
convicted in a criminal proceeding (excluding
traffic violations or similar misdemeanors).
(f) Jami Jensen is a citizen of the United States.
4. (a) Julie Jensen
(b) 850 Cannon, Suite 200, Hurst, Texas 76054
(c) Julie Jensen is a 19% member of RTI.
(d) Julie Jensen has not, during the last five years,
been convicted in a criminal proceeding (excluding
traffic violations or similar misdemeanors).
(f) Julie Jensen is a citizen of the United States.
5. (a) Janet Jensen
(b) 850 Cannon, Suite 200, Hurst, Texas 76054
(c) Janet Jensen is a 19% member of RTI.
(d) Janet Jensen has not, during the last five years,
been convicted in a criminal proceeding (excluding
traffic violations or similar misdemeanors).
(f) Janet Jensen is a citizen of the United States.
6. (a) James Jensen
(b) 850 Cannon, Suite 200, Hurst, Texas 76054
(c) James Jensen is a 19% member of RTI.
(d) James Jensen has not, during the last five years,
been convicted in a criminal proceeding (excluding
traffic violations or similar misdemeanors).
(f) James Jensen is a citizen of the United States.
Page 10 of 14
<PAGE>
CUSIP NO. 749938 10 6 Page 11 of 14
7. (a) Ronald Jensen
(b) 4001 McEwen, Dallas, Texas 75244
(c) Ronald Jensen is a 2% member of RTI. Ronald Jensen also serves
as Chairman of the Board of UICI.
(d) Ronald Jensen has not, during the last five years, been
convicted in a criminal proceeding (excluding traffic
violations or similar misdemeanors).
(f) Ronald Jensen is a citizen of the United States.
8. (a) Gladys Jensen
(b) 850 Cannon, Suite 200, Hurst, Texas 76054
(c) Gladys Jensen is a 2% member of RTI.
(d) Gladys Jensen has not, during the last five years,
been convicted in a criminal proceeding (excluding
traffic violations or similar misdemeanors).
(f) Gladys Jensen is a citizen of the United States.
Item 3. SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION.
On February 17, 2000, RTI entered into an option agreement with Advanta Partners
LP ("Advanta"), whereby RTI paid Advanta $1,000,000 from its working capital for
the option to purchase 2,658,456 shares of the Company's Common Stock (the
"Option Agreement"). The Option Agreement provided for the occurrence of certain
conditions before any exercise of the option (in whole or in part), including
receipt of all necessary approvals, waivers, consents and clearances from
government authorities; continuing approval from the Company's Board of
Directors; all necessary approvals from the partners of Advanta; and an opinion
of counsel to the Company.
On March 7, 2000, RTI exercised the option in part to purchase 398,000 shares of
the Company's Common Stock and paid Advanta $2,786,000 from its working capital
for those shares. On March 28, 2000, RTI exercised the remainder of the option
to purchase 2,260,456 shares of the Company's Common Stock and paid Advanta
$15,823,192 from its working capital for those shares.
By separate agreement on March 30, 2000, RTI purchased 1,414,500 shares of the
Company's Common Stock from Raymond J. Hansell and MarySue Lucci Hansell for
$10,435,920. The purchase price paid to the Hansells was from RTI's working
capital.
Item 4. PURPOSE OF TRANSACTION.
In connection with the Option Agreement, the Board of Directors of the Company
convened a Special Committee. Subject to a shareholders' agreement in a form
satisfactory to the Special Committee (the "Shareholder's Agreement"), the
Special Committee approved the transactions contemplated by the Option
Agreement, approved RTI as an interested shareholder, and resolved that the
provisions of Subchapter F, BCL Sections 2551-2555 would not apply to RTI
following the exercise in whole of the Option Agreement. Additionally, two
directors on the Board of Directors of the Company, who were nominated by
Advanta, agreed to resign upon the exercise in whole of the Option Agreement.
The Special Committee agreed to the designation of two directors by RTI
following the resignations.
Other than as set forth in the preceding paragraph, the persons signing this
Filing do not have any specific plans or proposals which relate to or would
result in any extraordinary corporate transaction, such as a merger,
reorganization or liquidation, involving the Company or any of its subsidiaries;
a sale or transfer of a material amount of assets of the Company or any of its
subsidiaries; any change in the present board of directors or management of the
Company; any change in the present capitalization or dividend policy of the
Company; any other material change in the Company's business or corporate
structure; changes in the Company's charter, bylaws or instruments corresponding
thereto or other actions which may impede the acquisition of control of the
Company by any person; causing a class of securities of the Company 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; a class of securities of the Company becoming eligible for
termination or registration pursuant to Section 12(g)(4) of the Securities
Exchange Act of 1934, as amended; or any action similar to any of those
enumerated above; but such persons reserve the right to propose or undertake or
participate in any of the foregoing actions in the future.
Page 11 of 14
<PAGE>
CUSIP NO. 749938 10 6 Page 12 of 14
Item 5. INTEREST IN SECURITIES OF THE ISSUER.
(a) RTI beneficially owns 4,074,456 of the Company's Common Stock,
which represents 48.7% of the outstanding Common Stock of the
Company. Of the shares deemed to be beneficially owned by RTI,
all shares were purchased with working capital.
Jeff Jensen is the 20% member of RTI; Jami Jensen, Julie
Jensen, Janet Jensen, and James Jensen are each 19% members of
RTI; and Ronald Jensen and Gladys Jensen are each 2% members
of RTI.
The following chart reflect the aggregate number and
percentage of the Company's Common Stock owned by each person
listed above:
<TABLE>
<CAPTION>
NAME SHARES PERCENTAGE
- ---- ------ ----------
<S> <C> <C>
Jeff Jensen 814,892 9.7%
Jami Jensen 774,147 9.3%
Julie Jensen 774,147 9.3%
Janet Jensen 774,147 9.3%
James Jensen 774,147 9.3%
Ronald Jensen 81,488 Less than
1%
Gladys Jensen 81,488 Less than
1%
</TABLE>
The percentage calculations are based upon 8,366,721 shares of
Common Stock outstanding on January 27, 2000, as reported in
the Company's most recent Quarterly Report on Form 10-Q, filed
February 14, 2000.
(b) Under the terms of the Member Agreement, each member of RTI is
entitled to vote and dispose of his or her pro rata percentage
of the Common Stock.
RTI may be deemed to have shared voting and dispositive power
over 4,074,456 shares of the Company's Common Stock, but has
no sole voting or dispositive power.
Jeff Jensen may be deemed to have sole voting and dispositive
power over 814,892 shares of the Company's Common Stock.
Jami Jensen, Julie Jensen, Janet Jensen and James Jensen may
each be deemed to have sole voting and dispositive power over
774,147 shares of the Company's Common Stock.
Ronald Jensen and Gladys Jensen may each be deemed to have
sole voting and dispositive power over 81,488 shares of the
Company's Common Stock.
(c) See Item 3.
(d) None.
(e) Not applicable.
Page 12 of 14
<PAGE>
CUSIP NO. 749938 10 6 Page 13 of 14
Item 6. CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR RELATIONSHIPS WITH RESPECT TO
SECURITIES OF THE ISSUER.
Under the Shareholders' Agreement, the Company granted RTI the right to
designate two members to the Board of Directors of the Company. Under the terms
of the Shareholders' Agreement, the Board of Directors of the Company shall
consist of the Chief Executive Officer of the Company, two designees appointed
by RTI, and at least three independent directors. RTI's right to designate two
directors shall terminate if RTI ceases to beneficially own 15% of the voting
securities of the Company allowed to vote in the election of directors.
The Shareholders' Agreement also contains provisions relating to certain
restrictions on business combinations. RTI has agreed that it and its affiliates
will not consummate any tender offer, exchange offer, merger or other business
combination, recapitalization or similar transaction involving the Company or
any of its subsidiaries unless approved by (i) a majority of the members of the
a special committee consisting of all of the independent members of the Board of
Directors and (ii) a majority of the unaffiliated shares, or, in the case of a
tender offer or exchange offer, the offer has a minimum condition that a
majority of the unaffiliated shares shall have been validly tendered and not
withdrawn and the offer provides that it will be extended for ten business days
after RTI has publicly announced that such minimum condition has been satisfied.
In the event of a takeover proposal initiated by a third party and recommended
by the Company's Board of Directors, RTI has agreed to vote its shares of Common
Stock, which are in excess of 32% of the voting power, in the same proportion as
the unaffiliated shares are voted.
Item 7. MATERIAL TO BE FILED AS EXHIBITS.
Shareholders' Agreement, dated as of March 28, 2000, between RMH Teleservices,
Inc. and R-T Investors, LLC.
<PAGE>
CUSIP NO. 749938 10 6 Page 14 of 14
After reasonable inquiry and to the best of the undersigned's knowledge
and belief, the undersigned certifies that the information set forth in this
statement is true, complete and correct.
R-T INVESTORS, LLC
April 14, 2000 By: /s/ Jeff Jensen
-------------------------------
Jeff Jensen, President
April 14, 2000 /s/ Jeff Jensen
-------------------------------
Jeff Jensen, Individually
April 15, 2000 /s/ Jami Jensen
-------------------------------
Jami Jensen, Individually
April 16, 2000 /s/ Julie Jensen
-------------------------------
Julie Jensen, Individually
April 17, 2000 /s/ Janet Jensen
-------------------------------
Janet Jensen, Individually
April 18, 2000 /s/ James Jensen
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James Jensen, Individually
April 19, 2000 /s/ Ronald Jensen
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Ronald Jensen, Individually
April 19, 2000 /s/ Gladys Jensen
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Gladys Jensen, Individually
<PAGE>
SHAREHOLDER AGREEMENT
THIS SHAREHOLDER AGREEMENT (the "Agreement"), dated as of March 28,
2000, is between RMH Teleservices, Inc., a Pennsylvania corporation (the
"Company"), and R-T Investors, LLC, a Nevada limited liability company
("Shareholder").
WHEREAS, pursuant to an option agreement (the "Option Agreement") dated
February 17, 2000, Shareholder (i) paid Advanta Partners LP ("Advanta") an
option fee to acquire a total of 2,658,456 shares of Common Stock (as defined
below) upon the satisfaction of certain conditions, (ii) on March 7, 2000,
purchased 398,000 shares of Common Stock from Advanta and (iii) on March 28,
2000, purchased 2,260,456 shares of Common Stock from Advanta;
WHEREAS, by separate agreement dated March 1, 2000, R-T purchased
1,415,000 shares of Common Stock from Hansell Lucci Investment Co. on March 30,
2000;
WHEREAS, certain members of the Company's management have purchased
126,315 shares of Common Stock from Advanta; and
WHEREAS, in connection therewith, Shareholder has agreed to certain
restrictions on the conduct of Shareholder with respect to the Company.
NOW, THEREFORE, in consideration of the mutual covenants and agreements
contained herein and in the Stock Purchase Agreement and intending to be legally
bound hereby, the parties hereto agree as follows:
ARTICLE I
DEFINITIONS
Section 1.1. DEFINITIONS. Except as otherwise specified herein, defined
terms used in this Agreement shall have the respective meanings assigned to such
terms in the Stock Purchase Agreement. Unless otherwise specified all references
to "days" shall be deemed to be references to calendar days. For purposes of
this Agreement, the following terms shall have the following meanings:
(a) AFFILIATE. An "Affiliate" of a Person shall have
the meaning set forth in Rule 12b-2 of the Exchange Act as in effect on
the date hereof. In addition, for purposes of this Agreement, Ronald L.
Jensen, members of his family and their respective Affiliates shall
each be deemed to be Affiliates of Shareholder.
(b) BENEFICIAL OWNER. A Person shall be deemed to
"beneficially own," or to have "beneficial ownership" of, Voting
Securities as the term "beneficial ownership" is defined in Rule 13d-3
under the Exchange Act as in effect on the date hereof; provided that
notwithstanding the foregoing a Person shall also have "beneficial
<PAGE>
ownership" of securities which such Person has the right to acquire
(irrespective of whether such right is exercisable immediately or only
after the passage of time, including the passage of time in excess of
sixty days) pursuant to any agreement, arrangement or understanding or
upon the exercise of conversion rights, exchange rights, warrants or
options, or otherwise. For purposes of this Agreement, Shareholder
shall be deemed to beneficially own any Voting Securities beneficially
owned by its Affiliates or any Group of which Shareholder or any such
Affiliate is a member.
(c) BOARD OF DIRECTORS. "Board of Directors" shall
mean the Board of Directors of the Company.
(d) CEO. "CEO" shall mean the Chief Executive Officer
of the Company.
(e) CLOSING. "Closing" shall mean the Closing as such
term is defined in the Stock Purchase Agreement.
(f) COMMON STOCK. "Common Stock" shall mean the
common stock, without par value, of the Company.
(g) EXCESS SHARES. "Excess Shares" means, as to any
matter being voted upon by the Company's shareholders, the Voting
Securities of the Company beneficially owned by Shareholder and its
Affiliates that represent Voting Power in excess of 32% of the votes
entitled to be cast in respect of such matter.
(h) EXCHANGE ACT. "Exchange Act" shall mean the
Securities Exchange Act of 1934, as amended.
(i) GROUP. "Group" shall mean a "group" as such term
is used in Section 13(d)(3) of the Exchange Act as in effect on the
date hereof.
(j) INDEPENDENT DIRECTOR. "Independent Director"
means a director of the Company who is not (apart from such
directorship) (i) an officer, director, Affiliate, employee,
shareholder, consultant or partner of Shareholder or any Affiliate of
Shareholder or of any entity that was dependent upon Shareholder or any
Affiliate of Shareholder for more than 5% of its revenues or earnings
in its most recent fiscal year, or (ii) an officer, employee,
consultant or partner of the Company or any Affiliate of the Company or
an officer, employee, shareholder, consultant or partner of an entity
that was dependent upon the Company or any Affiliate of the Company for
more than 5% of its revenues or earnings in its most recent fiscal
year.
(k) PERSON. "Person" shall mean any individual,
Group, corporation, general or limited partnership, limited liability
company, governmental entity, joint venture, estate, trust,
association, organization or other entity of any kind or nature.
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(l) SECURITIES ACT. "Securities Act" shall mean the
Securities Act of 1933, as amended.
(m) TAKEOVER PROPOSAL. "Takeover Proposal" means (i)
any tender or exchange offer, (ii) any other proposal to takeover
control of the Company or a merger, share exchange, other business
combination, recapitalization, restructuring, liquidation or similar
transaction involving the Company or any of its material subsidiaries,
or any proposal or offer to acquire in any manner Voting Securities of
the Company representing more than 20% of the Total Voting Power of the
Company or any of its material subsidiaries, a substantial equity
interest in any of the Company's material subsidiaries or a substantial
portion of the assets of the Company or any of its material
subsidiaries, (iii) any waiver or opt out of any anti-takeover statutes
or other anti-takeover provisions applicable to the Company, or (iv) a
proposal having similar effect.
(n) TOTAL VOTING POWER. The term "Total Voting Power"
shall mean the total combined Voting Power in the general election of
directors of the Company, on a fully diluted basis, of all the Voting
Securities then outstanding. For purposes of determining Total Voting
Power under this Agreement, a Voting Security which is convertible into
or exchangeable for a Voting Security shall be counted as having the
greater of (i) the number of votes to which such Voting Security is
entitled prior to conversion or exchange and (ii) the number of votes
to which the Voting Security into which such Voting Security is
convertible or exchangeable is entitled.
(o) VOTING POWER. The term "Voting Power" shall mean
the voting power of the Voting Securities then outstanding entitled to
vote upon any such matter, and shall be calculated for each Voting
Security by reference of the maximum number of votes such Voting
Security is or would be entitled to cast with respect to such matter.
(p) VOTING SECURITIES. "Voting Securities" shall
mean, without duplication, (x) any securities entitled, or which may be
entitled, to vote as to any matter which is the subject of shareholder
action and shall include without limitation the shares of Common Stock,
(y) any securities convertible or exercisable into or exchangeable for
such securities (whether or not the right to convert, exercise or
exchange is subject to the passage of time or contingencies or both),
or (z) any direct or indirect rights or options to acquire any such
securities.
In addition, the following terms have the definitions specified in the
Sections noted:
<TABLE>
<CAPTION>
TERM SECTION
<S> <C>
Advanta.............................................recitals
Advanta Shares......................................recitals
Agreement...........................................recitals
Company.............................................recitals
Common Stock........................................recitals
Moving Party........................................5.4
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Shareholder.........................................recitals
Stock Purchase Agreement............................recitals
Transactions........................................recitals
Unaffiliated Shares.................................4.2
</TABLE>
ARTICLE II
REPRESENTATIONS, WARRANTIES AND COVENANTS OF THE COMPANY
Section 2.1. Representations and Warranties of the Company. The Company
represents and warrants to, and covenants and agrees with, Shareholder as
follows:
(a) The Company is a corporation validly existing and
in good standing under the laws of the State of Pennsylvania.
(b) The Company has full corporate power and
corporate authority to make, execute, deliver and perform this
Agreement and to carry out all of the transactions provided for herein.
(c) The Company has taken such corporate action as is
necessary or appropriate to enable it to perform its obligations
hereunder, and this Agreement constitutes the legal, valid and binding
obligation of the Company, enforceable against the Company in
accordance with its terms.
ARTICLE III
REPRESENTATIONS, WARRANTIES AND COVENANTS OF SHAREHOLDER
Section 3.1. REPRESENTATIONS, WARRANTIES AND COVENANTS OF SHAREHOLDER.
Shareholder represents and warrants to, and covenants and agrees with, the
Company that:
(a) Shareholder is a limited liability company,
validly existing and in good standing under the laws of the State of
Nevada. Ronald Jensen owns 4% of the ownership interest in Shareholder,
Gladys Jensen owns 4% of the ownership interest in Shareholder, Jeffrey
Jensen owns 20% of the ownership interest in Shareholder and each of
Jami Jensen, Julie Jensen, Janet Jensen and James Jensen own 18% of the
ownership interest in Shareholder. The capital structure of Shareholder
was determined among the owners for personal financial and tax planning
purposes and there are no agreements, other than the operating
agreement, among the owners for allocations of profits or distribution
of assets of Shareholder.
(b) Shareholder has full legal right, power and
authority to make, execute, deliver and perform this Agreement and to
carry out all of the transactions provided for herein.
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(c) Shareholder has taken such action as is necessary
or appropriate to enable it to perform its obligations hereunder, and
this Agreement constitutes the legal, valid and binding obligation of
Shareholder, enforceable against Shareholder in accordance with its
terms. No approval, waiver, consent or clearance is required from any
third party or governmental authority in connection with the execution,
delivery or performance of this Agreement by Shareholder.
ARTICLE IV
OTHER COVENANTS AND REPRESENTATIONS
Section 4.1. CORPORATE GOVERNANCE. The Company agrees that it will
cause two persons designated by Shareholder and reasonably acceptable to the
Board of Directors to be elected to the Board of Directors upon the resignation
of Mitchell L. Hollin and Gary H. Neems on the Closing. Shareholder and the
Company agree that after the Closing the Board of Directors shall consist (and
Shareholder and the Company shall use their respective best efforts to cause the
Board of Directors to consist) of (i) two persons designated by Shareholder and
reasonably acceptable to the Board of Directors, (ii) the CEO and (iii) at least
three other persons who are Independent Directors. The Board of Directors will
nominate directors thereafter consistent with the preceding sentence. The
parties contemplate that Shareholder's two nominees will initially be Jeff
Jensen and an industry figure selected by Shareholder with the assistance of the
CEO of the Company. The provisions of this paragraph shall terminate in the
event Shareholder and its Affiliates beneficially own Voting Securities
representing less than 15% of the Voting Power in respect of the general
election of directors of the Company.
Section 4.2. RESTRICTIONS ON BUSINESS COMBINATIONS. Shareholder agrees
that it and its Affiliates will not (and Shareholder agrees that it will cause
its Affiliates not to) consummate any tender offer, exchange offer, merger or
other business combination, recapitalization or similar transaction involving
the Company or any of its subsidiaries unless approved by (i) a majority of
members of a special committee consisting of all of the Independent Directors
and (ii) a majority of the shares voted by holders of shares of Common Stock (or
other Voting Securities) of the Company not owned by Shareholder or its
Affiliates (the "Unaffiliated Shares") or, in the case of a tender offer or
exchange offer, the offer has a minimum condition that a majority of the
Unaffiliated Shares shall have been validly tendered and not withdrawn and the
offer provides that it will be extended for 10 business days after Shareholder
has publicly announced that such minimum condition has been satisfied. In the
event of a Takeover Proposal initiated by a third party and recommended by the
Company's Board of Directors, Shareholder agrees that it and its Affiliates will
vote the Excess Shares in the same proportion as the Unaffiliated Shares are
voted on such Takeover Proposal.
Section 4.3. BYLAWS. Shareholder and the Company agree that the
Company's bylaws shall be amended to provide that the approval of at least a
majority of the Company's Independent Directors shall be required to approve any
amendment to the articles of incorporation or bylaws of the Company that would
contravene or otherwise alter this Agreement.
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<PAGE>
Section 4.4. AMENDMENTS. Shareholder and the Company agree that at
least a majority of the Company's Independent Directors shall be required to
approve any amendment to, or waiver of, this Agreement, including amendments of
the defined terms used herein.
ARTICLE V
MISCELLANEOUS
Section 5.1. NOTICES. All notices, requests, demands and other
communications required or permitted hereunder shall be made in writing by
hand-delivery, registered first-class mail, telex, fax or air courier
guaranteeing delivery:
(a) If to the Company, to:
RMH Teleservices, Inc.
40 Morris Avenue
Bryn Mawr, PA 19010
Attention: Chairman of the Board
Telecopy: (610) 520-5357
(with copies to):
Dechert Price & Rhoads
4000 Bell Atlantic Tower
1717 Arch Street
Philadelphia, Pennsylvania 19103
Attention: Peter D. Cripps
Telecopy: (215) 994-2222
or to such other person or address as the Company shall furnish to Shareholder
in writing;
(b) If to Shareholder, to:
R-T Investors, LLC
c/o Ralph Wolfe
2121 Precinct Line Road
Hurst, Texas 76054
Telecopy: (817) 428-3898
(with copies to):
Mark N. Rogers, Esq.
2175 West 14th Street
Tempe, Arizona 85281
Telecopy: (602) 808-5015
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<PAGE>
or to such other person or address as Shareholder shall furnish to the Company
in writing.
All such notices, requests, demands and other communications shall be
deemed to have been duly given: at the time of delivery by hand, if personally
delivered; five (5) business days after being deposited in the mail, postage
prepaid, if mailed domestically in the United States; when answered back, if
telexed; when receipt acknowledged, if telecopied; and on the business day for
which delivery is guaranteed, if timely delivered to an air courier guaranteeing
such delivery.
Section 5.2. SURVIVAL OF REPRESENTATIONS AND WARRANTIES. The
representations and warranties made herein shall survive through the term of
this Agreement.
Section 5.3. LEGENDS. If requested in writing by the Company,
Shareholder shall present or cause to be presented promptly all certificates
representing Voting Securities beneficially owned by Shareholder or any of its
Affiliates, for the placement thereon of a legend substantially to the following
effect, which legend will remain thereon as long as such Voting Securities are
beneficially owned by Shareholder or an Affiliate:
THESE SECURITIES HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF
1933, AS AMENDED (THE "SECURITIES ACT"), OR THE SECURITIES LAWS OF ANY
STATE AND MAY NOT BE TRANSFERRED WITHOUT REGISTRATION UNDER THE
SECURITIES ACT OR STATE SECURITIES LAWS OR AN OPINION OF COUNSEL,
SATISFACTORY TO THE COMPANY, THAT SUCH REGISTRATION IS NOT REQUIRED.
THE SECURITIES REPRESENTED BY THIS CERTIFICATE ARE ALSO SUBJECT TO THE
TERMS AND CONDITIONS OF A SHAREHOLDER AGREEMENT BETWEEN THE COMPANY AND
THE HOLDER SPECIFIED THEREIN. A COPY OF WHICH AGREEMENT IS ON FILE AT
THE PRINCIPAL OFFICE OF THE COMPANY. THE SALE, TRANSFER OR OTHER
DISPOSITION OF THE SECURITIES IS SUBJECT TO THE TERMS OF SUCH AGREEMENT
AND THE SECURITIES ARE TRANSFERABLE ONLY UPON PROOF OF COMPLIANCE
THEREWITH.
The Company may enter a stop transfer order with the transfer order
with the transfer agent or agents of Voting Securities against any transfer of
Voting Securities not in compliance with the provisions of this Agreement.
Section 5.4. ENFORCEMENT. Shareholder on the one hand, and the Company,
on the other hand, acknowledge and agree that irreparable injury to the other
party would occur in the event any of the provisions of this Agreement were not
performed in accordance with their specific terms or were otherwise breached and
that such injury would not be adequately compensable in damages. It is
accordingly agreed that, in addition to any other remedies which may be
available at law or in equity, each party hereto (the "Moving Party") shall be
entitled to
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<PAGE>
specific enforcement of, and injunctive relief to prevent any violation of, the
terms hereof, and the other party hereto will not take action, directly or
indirectly, in opposition to the Moving Party seeking such relief on the grounds
that any other remedy or relief is available at law or in equity. The parties
further agree that no bond shall be required as a condition to the granting of
any such relief.
Section 5.5. ENTIRE AGREEMENT. This Agreement, and the Stock Purchase
Agreement constitute the entire agreement and understanding of the parties with
respect to the transactions contemplated hereby and thereby. This Agreement may
be amended only by a written instrument duly executed by the parties or their
respective successors or assigns.
Section 5.6. SEVERABILITY. Whenever possible, each provision or portion
of this Agreement will be interpreted in such manner as to be effective and
valid under applicable law, but if any provision or portion of any provision of
this Agreement is held to be invalid, illegal or unenforceable in any respect
under any applicable law, rule or regulation in any jurisdiction, such
invalidity, illegality or unenforceability will not affect any other provision
or portion of any provision in such jurisdiction, and this Agreement will be
reformed, construed and enforced in such jurisdiction as if such invalid,
illegal or unenforceable provision or portion of any provision shall have been
replaced with a provision which shall, to the maximum extent permissible under
such applicable law, rule or regulation, give effect to the intention of the
parties as expressed in such invalid, illegal or unenforceable provision.
Section 5.7. HEADINGS. Descriptive headings contained in the Agreement
are for convenience only and will not control or affect the meaning or
construction of any provision of this Agreement.
Section 5.8. COUNTERPARTS. For the convenience of the parties, any
number of counterparts of this Agreement may be executed by the parties, and
each such executed counterpart will be an original instrument.
Section 5.9. NO WAIVER. Any waiver by any party of a breach of any
provision of this Agreement shall not operate as or be construed to be a waiver
of any other breach of such provision or any breach of any other provision of
this Agreement. The failure of a party to insist upon strict adherence to any
term of this Agreement on one or more occasions shall not be considered a waiver
or deprive that party of the right thereafter to insist upon strict adherence to
that term or any other term of this Agreement.
Section 5.10. SUCCESSORS AND ASSIGNS. This Agreement shall be binding
upon the respective successors and assigns of the parties, provided that
Shareholder agrees that it and its Affiliates shall not transfer any Voting
Securities to any Person who has not agreed in writing to be bound by the terms
of the Agreement as if it were Shareholder or an Affiliate of Shareholder.
Notwithstanding the foregoing, Shareholder and its Affiliates shall not be
required to obtain such written agreement from any transferee of Voting
Securities if such transfer is (i) pursuant to a bona fide public offering, (ii)
pursuant to transactions effected in accordance with Rule 144 under the
Securities Act or (iii) a block transfer that will result in the transferee
beneficially
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<PAGE>
owning Voting Securities representing less than 10% of the Voting
Power in respect of the general election of directors of the Company.
Section 5.11. GOVERNING LAW. This Agreement will be governed by and
construed and enforced in accordance with the internal laws of the Commonwealth
of Pennsylvania, without giving effect to the conflict of laws principles
thereof.
Section 5.12. FURTHER ASSURANCES. From time to time on and after the
date hereof, the Company and Shareholder, as the case may be, shall deliver or
cause to be delivered to the other party hereto such further documents and
instruments and shall do and cause to be done such further acts as the other
party hereto shall reasonably request to carry out more effectively the
provisions and purposes of this Agreement, to evidence compliance herewith or to
assure that it is protected in acting hereunder.
Section 5.13. CONSENT TO JURISDICTION AND SERVICE OF PROCESS. Any legal
action or proceeding with respect to this Agreement or any matters arising out
of or in connection with this Agreement, and any action for enforcement of any
judgment in respect thereof shall be brought exclusively in the Court of Common
Pleas of Philadelphia County in the Commonwealth of Pennsylvania or the United
States District Court for the Eastern District of Pennsylvania, and, by
execution and delivery of this Agreement, the Company and Shareholder each
irrevocably consent to service of process out of any of the aforementioned
courts in any such action or proceeding by the mailing of copies thereof by
registered or certified mail, postage prepaid, or by recognized international
express carrier or delivery service, to the Company or Shareholder at their
respective addresses referred to herein. The Company and the Shareholder each
hereby irrevocably waives any objection which it may now or hereafter have to
the laying of venue of any of the aforesaid actions or proceedings arising out
of or in connection with this Agreement brought in the courts referred to above
and hereby further irrevocably waives and agrees, to the extent permitted by
applicable law, not to plead or claim in any such court that any such action or
proceeding brought in any such court has been brought in an inconvenient forum.
Nothing herein shall affect the right of any party hereto to serve process in
any other manner permitted by law.
Section 5.14. CONFIDENTIALITY. All information gained by the Company
and Shareholder regarding the business and affairs of the other shall be kept
confidential, except for information in the public domain, information which was
previously known to the receiving party, or such information as is required, in
the good faith determination of the party's counsel, to be disclosed by any law,
regulation or governmental agency.
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IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be
executed as of the date first referred to above.
R-T Investors, LLC
By: /s/ Jeff Jensen
-------------------------------------
Jeff Jensen, President
RMH Teleservices, Inc.
By: /s/ John Fellows
-------------------------------------
John Fellows, Chief Executive
Officer
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