<PAGE> 1
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 13D
UNDER THE SECURITIES EXCHANGE ACT OF 1934
(AMENDMENT NO. )*
BOBBY ALLISON WIRELESS CORPORATION (f/k/a 2CONNECT EXPRESS INC.)
(Name of Issuer)
COMMON STOCK, PAR VALUE $0.01 PER SHARE
(Title of Class of Securities)
096801 10 5 (formerly 901860 10 6)
-------------------------------------------------------
(CUSIP Number)
JAMES S. HOLBROOK, JR.
1901 6TH AVENUE NORTH, SUITE 2100
BIRMINGHAM, AL 35203
(Name, Address and Telephone Number of Person Authorized to Receive
Notices and Communications)
DECEMBER 27, 1998
-------------------------------------------------------
(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: Schedule filed in paper format should include a signed original and five
copies of the schedule, 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).
<PAGE> 2
SCHEDULE 13D
CUSIP NO. 096801 10 5 PAGE 2 OF 11 PAGES
----- ------
1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
James S. Holbrook, Jr.
- --------------------------------------------------------------------------------
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (A) [ ]
(B) [X]
- --------------------------------------------------------------------------------
3 SEC USE ONLY
- --------------------------------------------------------------------------------
4 SOURCE OF FUNDS*
AF, SC
- --------------------------------------------------------------------------------
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT
TO ITEMS 2(d) or 2(e) [ ]
N/A
- --------------------------------------------------------------------------------
6 CITIZENSHIP OR PLACE OF ORGANIZATION
United States of America
- --------------------------------------------------------------------------------
7 SOLE VOTING POWER
NUMBER OF 49,992
SHARES ------------------------------------------------------
BENEFICIALLY 8 SHARED VOTING POWER
OWNED BY
EACH 279,976
REPORTING ------------------------------------------------------
PERSON 9 SOLE DISPOSITIVE POWER
WITH
49,992
------------------------------------------------------
10 SHARED DISPOSITIVE POWER
279,976
- --------------------------------------------------------------------------------
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
(a) James S. Holbrook, Jr. individually owns 8 shares of Series B
Preferred Stock (4 shares directly and 4 shares through a partnership
of which Mr. Holbrook serves as the managing general partner)
convertible into 33,328 shares of Common Stock which, assuming
conversion of the Series B Preferred Stock, constitute approximately
4.44% of the total outstanding shares of Common Stock. Sterne, Agee &
Leach Group, Inc. beneficially owns 24 shares of Series B Preferred
Stock (20 shares directly and 4 shares through a partnership of which
Mr. Holbrook serves as managing general partner) convertible into
99,984 shares of Common Stock which, assuming conversion of the
Series B Preferred Stock, constitute approximately 13.32% of the
outstanding shares of Common Stock. Sterne, Agee and Leach, Inc.
beneficially owns 130,000 shares of Common Stock (100,000 as
beneficiary of a trust held by The Trust Company of Sterne, Agee &
Leach, Inc.) which constitute approximately 17.3% of the outstanding
shares of Common Stock. The Trust Company of Sterne, Agee and Leach,
Inc. beneficially owns as trustee 100,000 shares of Common Stock for
the benefit of Sterne, Agee and Leach, Inc. and 4 shares of Series B
Preferred Stock convertible into 16,664 shares of Common Stock for
the benefit of the children of Mr. Holbrook which, assuming
conversion of the Series B Preferred Stock, constitute approximately
15.5% of the outstanding shares of Common Stock.
- --------------------------------------------------------------------------------
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES*
[ ]
N/A
- --------------------------------------------------------------------------------
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 11
37.28%
- --------------------------------------------------------------------------------
14 TYPE OF REPORTING PERSON*
IN
- --------------------------------------------------------------------------------
*SEE INSTRUCTIONS BEFORE FILLING OUT!
INCLUDING BOTH SIDES OF THE COVER PAGE,RESPONSES TO ITEMS 1-7
(INCLUDING EXHIBITS) OF THE SCHEDULE, AND THE SIGNATURE ATTESTATION
<PAGE> 3
SCHEDULE 13D
CUSIP NO. 096801 10 5 PAGE 3 OF 11 PAGES
----- ------
1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Sterne, Agee & Leach Group, Inc.
- --------------------------------------------------------------------------------
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (A) [ ]
(B) [X]
- --------------------------------------------------------------------------------
3 SEC USE ONLY
- --------------------------------------------------------------------------------
4 SOURCE OF FUNDS*
- --------------------------------------------------------------------------------
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT
TO ITEMS 2(d) or 2(e) [ ]
N/A
- --------------------------------------------------------------------------------
6 CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware, United States of America
- --------------------------------------------------------------------------------
7 SOLE VOTING POWER
NUMBER OF 83,320
SHARES ------------------------------------------------------
BENEFICIALLY 8 SHARED VOTING POWER
OWNED BY
EACH 246,648
REPORTING ------------------------------------------------------
PERSON 9 SOLE DISPOSITIVE POWER
WITH
83,320
------------------------------------------------------
10 SHARED DISPOSITIVE POWER
246,648
- --------------------------------------------------------------------------------
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
(a) Sterne, Agee & Leach Group, Inc. beneficially owns 24 shares of
Series B Preferred Stock (20 shares directly and 4 shares through a
partnership of which Mr. Holbrook is the managing general partner)
convertible into 99,984 shares of Common Stock which, assuming
conversion of the Series B Preferred Stock, constitute approximately
13.32% of the outstanding shares of Common Stock. Sterne, Agee and
Leach, Inc. beneficially owns 130,000 shares of Common Stock (100,000
as beneficiary of a trust held by The Trust Company of Sterne, Agee &
Leach, Inc.) which constitute approximately 17.3% of the outstanding
shares of Common Stock. The Trust Company of Sterne, Agee and Leach,
Inc. beneficially owns as trustee 100,000 shares of Common Stock for
the benefit of Sterne, Agee and Leach, Inc. and 4 shares of Series B
Preferred Stock convertible into 16,664 shares of Common Stock for
the benefit of the children of Mr. Holbrook which, assuming
conversion of the Series B Preferred Stock, constitute approximately
15.5% of the outstanding shares of Common Stock.
- --------------------------------------------------------------------------------
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
SHARES* [ ]
N/A
- --------------------------------------------------------------------------------
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 11
32.84%
- --------------------------------------------------------------------------------
14 TYPE OF REPORTING PERSON*
CO
- --------------------------------------------------------------------------------
*SEE INSTRUCTIONS BEFORE FILLING OUT!
INCLUDING BOTH SIDES OF THE COVER PAGE,RESPONSES TO ITEMS 1-7
(INCLUDING EXHIBITS) OF THE SCHEDULE, AND THE SIGNATURE ATTESTATION
<PAGE> 4
SCHEDULE 13D
CUSIP NO. 096801 10 5 PAGE 4 OF 11 PAGES
----- ------
1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Sterne, Agee & Leach, Inc.
- --------------------------------------------------------------------------------
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (A) [ ]
(B) [X]
- --------------------------------------------------------------------------------
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
Delaware, United States of America
- --------------------------------------------------------------------------------
7 SOLE VOTING POWER
NUMBER OF 30,000
SHARES ------------------------------------------------------
BENEFICIALLY 8 SHARED VOTING POWER
OWNED BY
EACH 246,648
REPORTING ------------------------------------------------------
PERSON 9 SOLE DISPOSITIVE POWER
WITH
30,000
------------------------------------------------------
10 SHARED DISPOSITIVE POWER
246,648
- --------------------------------------------------------------------------------
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
(a) Sterne, Agee & Leach Group, Inc. beneficially owns 24 shares of
Series B Preferred Stock (20 shares directly and 4 shares through a
partnership of which Mr. Holbrook is the managing general partner)
convertible into 99,984 shares of Common Stock which, assuming
conversion of the Series B Preferred Stock, constitute approximately
13.32% of the outstanding shares of Common Stock. Sterne, Agee and
Leach, Inc. beneficially owns 130,000 shares of Common Stock (100,000
as beneficiary of a trust held by The Trust Company of Sterne, Agee &
Leach, Inc.) which constitute approximately 17.3% of the outstanding
shares of Common Stock. The Trust Company of Sterne, Agee and Leach,
Inc. beneficially owns as trustee 100,000 shares of Common Stock for
the benefit of Sterne, Agee and Leach, Inc. and 4 shares of Series B
Preferred Stock convertible into 16,664 shares of Common Stock for
the benefit of the children of Mr. Holbrook which, assuming
conversion of the Series B Preferred Stock, constitute approximately
15.5% of the outstanding shares of Common Stock.
- --------------------------------------------------------------------------------
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
SHARES* [ ]
N/A
- --------------------------------------------------------------------------------
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 11
32.84%
- --------------------------------------------------------------------------------
14 TYPE OF REPORTING PERSON*
CO
- --------------------------------------------------------------------------------
*SEE INSTRUCTIONS BEFORE FILLING OUT!
INCLUDING BOTH SIDES OF THE COVER PAGE,RESPONSES TO ITEMS 1-7
(INCLUDING EXHIBITS) OF THE SCHEDULE, AND THE SIGNATURE ATTESTATION
<PAGE> 5
SCHEDULE 13D
CUSIP NO. 096801 10 5 PAGE 5 OF 11 PAGES
----- ------
1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
The Trust Company of Sterne, Agee & Leach, Inc.
- --------------------------------------------------------------------------------
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (A) [ ]
(B) [X]
- --------------------------------------------------------------------------------
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) [ ]
N/A
- --------------------------------------------------------------------------------
6 CITIZENSHIP OR PLACE OF ORGANIZATION
Alabama, United States of America
- --------------------------------------------------------------------------------
7 SOLE VOTING POWER
NUMBER OF 116,664
SHARES ------------------------------------------------------
BENEFICIALLY 8 SHARED VOTING POWER
OWNED BY
EACH 246,648
REPORTING ------------------------------------------------------
PERSON 9 SOLE DISPOSITIVE POWER
WITH
116,664
------------------------------------------------------
10 SHARED DISPOSITIVE POWER
246,648
- --------------------------------------------------------------------------------
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
(a) Sterne, Agee & Leach Group, Inc. beneficially owns 24 shares of
Series B Preferred Stock (20 shares directly and 4 shares through a
general partnership of which Mr. Holbrook is the managing general
partner) convertible into 99,984 shares of Common Stock which,
assuming conversion of the Series B Preferred Stock, constitute
approximately 13.32% of the outstanding shares of Common Stock.
Sterne, Agee and Leach, Inc. beneficially owns 130,000 shares of
Common Stock (100,000 as beneficiary of a trust held by The Trust
Company of Sterne, Agee & Leach, Inc.) which constitute approximately
17.3% of the outstanding shares of Common Stock. The Trust Company of
Sterne, Agee and Leach, Inc. beneficially owns as trustee 100,000
shares of Common Stock for the benefit of Sterne, Agee and Leach,
Inc. and 4 shares of Series B Preferred Stock convertible into 16,664
shares of Common Stock for the benefit of the children of Mr.
Holbrook which, assuming conversion of the Series B Preferred Stock,
constitute approximately 15.5% of the outstanding shares of Common
Stock.
- --------------------------------------------------------------------------------
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
SHARES* [ ]
N/A
- --------------------------------------------------------------------------------
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 11
32.84%
- --------------------------------------------------------------------------------
14 TYPE OF REPORTING PERSON*
CO
- --------------------------------------------------------------------------------
*SEE INSTRUCTIONS BEFORE FILLING OUT!
INCLUDING BOTH SIDES OF THE COVER PAGE, RESPONSES TO ITEMS 1-7
(INCLUDING EXHIBITS) OF THE SCHEDULE, AND THE SIGNATURE ATTESTATION
<PAGE> 6
CUSIP No. 096801 10 5 Page 6 of 11 Pages
ITEM 1. SECURITY AND ISSUER.
This Schedule 13D relates to shares of Common Stock, par value $0.01
per share ("Common Stock"), of Bobby Allison Wireless Corporation f/k/a
2Connect Express, Inc., a Florida corporation (the "Company"). The principal
executive offices of the Company are located at 2055 Lake Avenue, S.E., Suite
A, Largo, Florida 33771.
ITEM 2. IDENTITY AND BACKGROUND.
(a) and (f). This Schedule 13D is filed by each of James S. Holbrook,
Jr., and individual and citizen of the United States of America ("Holbrook"),
Sterne, Agee & Leach Group, Inc., a Delaware corporation ("SAL Group"), Sterne,
Agee & Leach, Inc., a Delaware corporation ("SALI") and The Trust Company of
Sterne, Agee & Leach, Inc., an Alabama Trust Corporation (the "Trust Company").
Holbrook (i) is the Chairman of the Board, President and Chief
Executive Officer of SAL Group and SALI; and (ii) is the Chairman of the Board
of the Trust Company. SAL Group is the parent of each SALI and the Trust
Company.
(b) (i) The business address of each of Holbrook, SAL Group and SALI
is:
1901 6th Avenue North
Suite 2100
Birmingham, Alabama 35203
(ii) The business address of the Trust Company is:
800 Shades Creek Parkway
Suite 125
Birmingham, Alabama 35209
(iii) Unless otherwise indicated in paragraph (c) (iii) of this
Item 2, the business address of each person listed in paragraph (c) (iii) of
this Item 2 is:
1901 6th Avenue North
Suite 2100
Birmingham, Al 35203
(c) (i) Holbrook is the President and CEO of SAL Group, the Chairman
of the Board of Directors, President and Chief Executive Officer of SAL Group
and SALI and the Chairman of the Board of Directors of the Trust Company.
Holbrook is also a director of the Company.
<PAGE> 7
CUSIP No. 096801 10 5 Page 7 of 11 Pages
(ii) The principal business of SAL Group is that of a holding
corporation. SALI and the Trust Company are wholly-owned subsidiaries of SAL
Group. The principal business of SALI is that of a registered broker-dealer
registered under the Securities Exchange Act of 1934. The principal business of
the Trust Company is the provision of trust services including fiduciary powers
chartered under the banking laws of the State of Alabama.
(iii) The following table sets forth the name and the principal
occupation or employment of each director and executive officer (except
Holbrook (see paragraph (c) (i) of this Item 2)) of SAL Group, SALI and the
Trust Company:
NAME PRESENT PRINCIPAL OCCUPATION OR EMPLOYMENT
- ---- ------------------------------------------
Henry S. Lynn (1) (2) (3)........ Chairman of the Board of SAL Group
Will Hill Tankersley (1)......... Vice Chairman of the Board of SAL Group
F. Eugene Woodham (2) (3)........ Secretary, Treasurer & CEO of SAL
Group and SALI and Secretary Treasurer
of the Trust Company
William W. Keith (3)............. President of the Trust Company
A. Fox deFuniak, III (3)......... Chief Operating Officer of the Trust Company
Craig Barrow, III (1)............ Managing Director of SALI
Charles D. Carlise (1)........... Managing Director of SALI
Linda M. Daniel (1) (2).......... Managing Director of SALI
R. Andrew Garrett (2)............ Managing Director of SALI
Craig R. Heyward (2)............. Managing Director of SALI
Robert L. Lanford (2)............ Managing Director of SALI
Alonzo H Lee, Jr. (1) (2)........ Managing Director of SALI
Joe R. Roberts, Jr. (1).......... Managing Director of SALI
William Lee Smith (2)............ Managing Director of SALI
Charles R. White (2)............. Managing Director of SALI
- ------------
(1) Director of SAL Group
(2) Director of SALI
(3) Director of the Trust Company
All of the executive officers and directors of SAL Group, SALI and the
Trust Company are citizens of the United State of America.
(d) and (e) During the last five years, neither Holbrook nor any of
the executive officers of SAL Group, SALI or the Trust Company (i) has been
convicted in a criminal proceeding (excluding traffic violations or similar
misdemeanors) or (ii) was 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
<PAGE> 8
CUSIP No. 096801 10 5 Page 8 of 11 Pages
prohibiting or mandating activities subject to federal or state securities laws
or finding any violation with respect to such laws.
ITEM 3. SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION.
SALI was issued 30,000 shares of Common Stock on October 27, 1998 in
lieu of a New Value Contribution of $175,000 pursuant to the terms of that
certain Agreement by and between SALI and the Company date August 27, 1998 which
was approved by the U. S. Bankruptcy Court, Southern District of Florida on the
same date. On December 27, 1998 in accordance with the terms of the Merger
Agreement (as defined below), the Trust Company was issued 100,000 shares of
Common Stock in consideration of $5,000 to be held in trust for the benefit of
SALI or its assigns.
Effective December 31, 1998, pursuant to the Merger Agreement and
dated as of May 1, 1998, as amended October 27, 1998, by and among the Company,
2Connect Acquisition Corp., Bobby Allison Cellular Systems of Florida,
Inc.("Bobby Allison"), Robert L. McGinnis and James L. Ralph (the "Merger
Agreement"), the shares of Series B Convertible Preferred Stock of Bobby
Allison owned by Holbrook, SAL Group and the Trust Company were automatically
converted into the same number of shares of Series B Convertible Preferred
Stock, per value $1.00 per share ("Preferred Stock"), of the Company upon
consummation of the transactions contemplated by the Merger Agreement.
Each share of Preferred Stock is exchangeable into 4,166 shares of
Common Stock at anytime. The Preferred Stock is generally non-voting except for
certain major corporate actions; however, the Preferred Stock becomes fully
voting if the Company defers the dividend or otherwise defaults on any
obligation to the holder of Preferred Stock.
ITEM 4. PURPOSE OF TRANSACTION.
Holbrook and SAL Group own Preferred Stock and SALI owns shares of
Common Stock and they intend to hold such securities for investment purposes.
The Trust Company owns Common Stock and Preferred Stock in its capacity as a
fiduciary for the benefits of others. The Trust Company holds 100,000 shares
for the benefit of SALI or its assigns and 16,664 shares of Preferred Stock for
the benefit of Holbrook's children none of whom are living in the same
household or dependent upon Holbrook for support.
Neither Holbrook, SAL Group, SALI nor the Trust Company have any
current plans or proposals which relate to or would result in the types of
transactions set forth in paragraphs (a) through (j) of the instructions for
this Item 4.
ITEM 5. INTEREST IN SECURITIES OF THE ISSUER.
(a) Holbrook beneficially owns 8 shares of Preferred Stock (4 shares
directly and 4 shares through a partnership of which Holbrook is the managing
general partner) convertible into 33,328 which, assuming conversion of the
Preferred Stock, constitute approximately 4.44% of the total outstanding shares
of Common Stock. SAL Group beneficially owns 24 shares of Preferred Stock (20
shares directly and 4 shares through a partnership of which Holbrook is the
managing general partner) convertible into 99,984 shares of Common Stock which,
assuming conversion of the Preferred
<PAGE> 9
CUSIP No. 096801 10 5 Page 9 of 11 Pages
Stock, constitute approximately 13.32% of the outstanding shares of Common
Stock. SALI beneficially owns 130,000 shares of Common Stock (100,000 as
beneficiary of a trust held by the Trust Company) which constitute approximately
17.3% of the outstanding shares of Common Stock. The Trust Company beneficially
owns as trustee 100,000 shares of Common Stock for the benefit of SALI or its
assigns and 4 shares of Preferred Stock for the benefit of the children of
Holbrook convertible into 16,664 shares of Common Stock which, assuming
conversion of the Preferred Stock, constitute approximately 15.5% of the
outstanding shares of Common Stock.
By virtue of his position as President and CEO of SAL Group, his
position as Chairman of the Board, President and CEO of SALI, his position as
Chairman of the Board of the Trust Company and the fact that SALI and the Trust
Company are wholly-owned subsidiaries of SAL Group, Holbrook may be deemed to
share beneficial ownership of the 30,000 shares of Common Stock directly owned
by SALI, the 24 shares of Preferred Stock convertible into 99,984 shares of
Common Stock and the 4 shares of Preferred Stock convertible into 16,664 shares
of common stock owned by SAL Group and the Trust Company, respectively, and the
100,000 shares of Common Stock held in trust by the Trust Company for the
benefit of SALI or its assigns.
(b) Holbrook has the sole power to direct the vote and disposition of
12 shares of Preferred Stock (including 4 shares of SAL Group held in a
partnership of which Holbrook is the managing general partner) convertible into
49,992 shares of Common Stock directly owned by Holbrook. SAL Group has the sole
power to direct the vote and disposition of the 20 shares of Preferred Stock
(excluding the 4 shares held in a partnership of which Holbrook is the managing
general partner) convertible into 83,320 shares of Common Stock. SALI has the
sole power to direct the vote and disposition of 30,000 shares of Common Stock.
The Trust Company has the sole power to direct the vote and disposition of
100,000 shares of Common Stock and shares the power to direct the vote and
disposition of 4 shares of Preferred Stock convertible into 16,664 shares of
Common Stock.
By virtue of his position as President and CEO of SAL Group, his
position as Chairman of the Board, President and CEO of SALI, his position as
Chairman of the Board of the Trust Company and the fact that SALI and the Trust
Company are wholly-owned subsidiaries of SAL Group, Holbrook may be deemed to
share beneficial ownership of the 30,000 shares of Common Stock directly owned
by SALI, the 24 shares of Preferred Stock convertible into 99,984 shares of
Common Stock and the 4 shares of Preferred Stock convertible into 16,664 shares
of Common Stock owned by SAL Group and the Trust Company, respectively, and the
100,000 shares of Common Stock held in trust by the Trust Company for the
benefit of SALI or its assigns.
ITEM 6. CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR RELATIONSHIPS WITH
RESPECT TO SECURITIES OF THE ISSUER.
None
<PAGE> 10
CUSIP No. 096801 10 5 Page 10 of 11 Pages
ITEM 7. MATERIAL TO BE FILED AS EXHIBITS.
None
SIGNATURE
After reasonable inquiry and to the best of his or its knowledge and
belief, the undersigned certifies that the information set forth in this
Schedule 13D is true, complete and correct.
/s/ James S. Holbrook, Jr.
----------------------------------
Name: James S. Holbrook, Jr.
Dated: March 10, 1999
SIGNATURE
After reasonable inquiry and to the best of his or its knowledge and
belief, the undersigned certifies that the information set forth in this
Schedule 13D is true, complete and correct.
Sterne, Agee and Leach Group, Inc.
/s/ James S. Holbrook, Jr.
----------------------------------
Name: James S. Holbrook, Jr.
Title: President and CEO
Dated: March 10, 1999
<PAGE> 11
CUSIP No. 096801 10 5 Page 11 of 11 Pages
SIGNATURE
After reasonable inquiry and to the best of his or its knowledge and
belief, the undersigned certifies that the information set forth in this
Schedule 13D is true, complete and correct.
Sterne, Agee and Leach, Inc.
/s/ James S. Holbrook, Jr.
----------------------------------
Name: James S. Holbrook, Jr.
Title: Chairman, President and CEO
Dated: March 10, 1999
SIGNATURE
After reasonable inquiry and to the best of his or its knowledge and
belief, the undersigned certifies that the information set forth in this
Schedule 13D is true, complete and correct.
The Trust Company of Sterne, Agee &
Leach, Inc.
/s/ William W. Keith
----------------------------------
Name: William W. Keith
Title: President
Dated: March 10, 1999
