<PAGE> 1
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 13D
UNDER THE SECURITIES EXCHANGE ACT OF 1934
(AMENDMENT NO. 2)*
BOBBY ALLISON WIRELESS CORPORATION
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(Name of Issuer)
COMMON STOCK, PAR VALUE $0.01 PER SHARE
- --------------------------------------------------------------------------------
(Title of Class of Securities)
096801 10 5
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(CUSIP Number)
JAMES S. HOLBROOK, JR.
800 SHADES CREEK PARKWAY, SUITE 700
BIRMINGHAM, AL 35209
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(Name, Address and Telephone Number of Person Authorized to Receive
Notices and Communications)
April 10, 2000
May 3, 2000
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(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 Section18 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
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CUSIP No. 096801 10 5 Page 2 of 14 Pages
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1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
James S. Holbrook, Jr.
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2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (A) [ ]
(B) [X]
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3 SEC USE ONLY
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4 SOURCE OF FUNDS*
00, PF
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5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT
TO ITEMS 2(d) or 2(e) [ ]
N/A
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6 CITIZENSHIP OR PLACE OF ORGANIZATION
United States of America
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7 SOLE VOTING POWER
49,578
--------------------------------------------------
NUMBER OF 8 SHARED VOTING POWER
SHARES
BENEFICIALLY 340,019
OWNED BY --------------------------------------------------
EACH 9 SOLE DISPOSITIVE POWER
REPORTING
PERSON 49,578
WITH --------------------------------------------------
10 SHARED DISPOSITIVE POWER
340,019
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11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
James S. Holbrook, Jr. beneficially owns 8 shares of Series B
Preferred Stock (4 through a general partnership) convertible into
33,328 shares of Common Stock, 2 shares of Series C Preferred Stock
convertible into 5,000 shares of Common Stock and a warrant to purchase
10,250 shares of Common Stock at $10.00 per share, which assuming
conversion of all of the convertible preferred stock and the exercise
of this warrant constitutes approximately 5.44% of the total
outstanding shares of Common Stock. Sterne, Agee & Leach Group, Inc.
beneficially owns 24 shares of Series B Preferred Stock (4 through a
general partnership) convertible into 99,984 shares of Common Stock, 8
shares of Series C Convertible Stock convertible into 20,000 shares of
Common Stock and a warrant to purchase 20,500 shares of Common Stock at
$10.00 per share which, assuming conversion of all of the convertible
preferred stock and the exercise of this warrant constitutes
approximately 15.7% of the outstanding shares of Common Stock. Sterne,
Agee and Leach, Inc. beneficially owns 30,000 shares of Common Stock
and 2 shares of Series C Preferred Stock convertible into 5,000 shares
of Common Stock which, assuming conversion of all convertible preferred
stock, constitutes approximately 3.9% of the total outstanding shares
of Common Stock. The Trust Company of Sterne, Agee and Leach, Inc.
beneficially owns as trustee of a trust for the benefit of Sterne, Agee
and Leach, Inc. or its assigns 100,000 shares of Common Stock which has
been committed to be distributed to independent third parties pursuant
to a Memorandum of Understanding in accordance with the exemption from
registration contained in Section 3(a)(10) of the Securities Act of
1933, as amended, which assuming conversion of all of the convertible
preferred stock, represents approximately 11.2% of the outstanding
shares of Common Stock, and, as co-trustee of a trust benefitting the
adult and independent children of James S. Holbrook, Jr., 2 shares of
Series B Preferred Stock convertible into 8,332 shares of Common
Stock, 1 share of Series C Preferred Stock convertible into 2,500
shares of Common Stock, and a warrant to purchase 5,125 shares of
Common Stock at $10.00 per share which, assuming conversion of all of
the convertible preferred stock and the warrant, constitutes
approximately 1.8% of the outstanding shares of Common Stock.
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12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES*
[ ]
N/A
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13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 11
38.08%
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14 TYPE OF REPORTING PERSON*
IN
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*SEE INSTRUCTIONS BEFORE FILLING OUT!
<PAGE> 3
INCLUDING BOTH SIDES OF THE COVER PAGE, RESPONSES TO ITEMS 1-7
(INCLUDING EXHIBITS) OF THE SCHEDULE, AND THE SIGNATURE ATTESTATION
SCHEDULE 13D
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CUSIP No. 096801 10 5 Page 3 of 14 Pages
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1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Sterne, Agee & Leach Group, Inc.
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2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (A) [ ]
(B) [X]
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3 SEC USE ONLY
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4 SOURCE OF FUNDS*
PF
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5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT
TO ITEMS 2(d) or 2(e) [ ]
N/A
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6 CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware, United States of America
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7 SOLE VOTING POWER
140,484
--------------------------------------------------
NUMBER OF 8 SHARED VOTING POWER
SHARES
BENEFICIALLY 291,441
OWNED BY --------------------------------------------------
EACH 9 SOLE DISPOSITIVE POWER
REPORTING
PERSON 140,484
WITH --------------------------------------------------
10 SHARED DISPOSITIVE POWER
291,441
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11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
Sterne, Agee & Leach Group, Inc. beneficially owns 24 shares
of Series B Preferred Stock (4 through a general partnership)
convertible into 99,984 shares of Common Stock, 8 shares of Series C
Convertible Preferred Stock convertible into 20,000 shares of Common
Stock and a warrant to purchase 20,500 shares of Common Stock at $10.00
per share which, assuming conversion of all of the convertible
preferred stock and the exercise of this warrant constitutes
approximately 15.7% of the outstanding shares of Common Stock. Sterne,
Agee and Leach, Inc. beneficially owns 30,000 shares of Common Stock
and 2 shares of Series C Preferred Stock convertible into 5,000 shares
of Common Stock which, assuming conversion of all convertible preferred
stock, constitutes approximately 3.9% of the total outstanding shares
of Common Stock. The Trust Company of Sterne, Agee and Leach, Inc.
beneficially owns as trustee of a trust for the benefit of Sterne, Agee
and Leach, Inc. or its assigns 100,000 shares of Common Stock which has
been committed to be distributed to independent third parties pursuant
to a Memorandum of Understanding in accordance with the exemption from
registration contained in Section 3(a)(10) of the Securities Act of
1933, as amended, which assuming conversion of all of the convertible
preferred stock, represents approximately 11.2% of the outstanding
shares of Common Stock, and, as co-trustee of a trust benefitting the
adult and independent children of James S. Holbrook, Jr., 2 shares of
Series B Preferred Stock convertible into 8,322 shares of Common
Stock, 1 share of Series C Preferred Stock convertible into 2,500
shares of Common Stock, and a warrant to purchase 5,125 shares of
Common Stock at $10.00 per share which, assuming conversion of all of
the convertible preferred stock and the warrant, constitutes
approximately 1.8% of the outstanding shares of Common Stock.
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12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES*
[ ]
N/A
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13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 11
32.6%
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14 TYPE OF REPORTING PERSON*
CO
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*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
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CUSIP No. 096801 10 5 Page 4 of 14 Pages
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1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Sterne, Agee & Leach, Inc.
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2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (A) [ ]
(B) [X]
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3 SEC USE ONLY
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4 SOURCE OF FUNDS*
00, PF
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5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT
TO ITEMS 2(d) or 2(e) [ ]
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6 CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware, United States of America
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7 SOLE VOTING POWER
35,000
--------------------------------------------------
NUMBER OF 8 SHARED VOTING POWER
SHARES
BENEFICIALLY 291,441
OWNED BY --------------------------------------------------
EACH 9 SOLE DISPOSITIVE POWER
REPORTING
PERSON 35,000
WITH --------------------------------------------------
10 SHARED DISPOSITIVE POWER
291,441
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11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
Sterne, Agee & Leach Group, Inc. beneficially owns 24 shares
of Series B Preferred Stock (4 through a general partnership)
convertible into 99,984 shares of Common Stock, 8 shares of Series C
Convertible Preferred Stock convertible into 20,000 shares of Common
Stock and a warrant to purchase 20,500 shares of Common Stock at $10.00
per share which, assuming conversion of all of the convertible
preferred stock and the exercise of this warrant constitutes
approximately 15.7% of the outstanding shares of Common Stock. Sterne,
Agee and Leach, Inc. beneficially owns 30,000 shares of Common Stock
and 2 shares of Series C Preferred Stock convertible into 5,000 shares
of Common Stock which, assuming conversion of all convertible preferred
stock, constitutes approximately 3.9% of the total outstanding shares
of Common Stock. The Trust Company of Sterne, Agee and Leach, Inc.
beneficially owns as trustee of a trust for the benefit of Sterne, Agee
and Leach, Inc. or its assigns 100,000 shares of Common Stock which has
been committed to be distributed to independent third parties pursuant
to a Memorandum of Understanding in accordance with the exemption from
registration contained in Section 3(a)(10) of the Securities Act of
1933, as amended, which assuming conversion of all of the convertible
preferred stock, represents approximately 11.2% of the outstanding
shares of Common Stock, and, as co-trustee of a trust benefitting the
adult and independent children of James S. Holbrook, Jr., 2 shares of
Series B Preferred Stock convertible into 8,332 shares of Common
Stock, 2 shares of Series C Preferred Stock convertible into 2,500
shares of Common Stock, and a warrant to purchase 5,125 shares of
Common Stock at $10.00 per share which, assuming conversion of all of
the convertible preferred stock and the warrant, constitutes
approximately 1.8% of the outstanding shares of Common Stock.
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12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES*
[ ]
N/A
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13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 11
32.6%
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14 TYPE OF REPORTING PERSON*
CO
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*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
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CUSIP No. 096801 10 5 Page 5 of 14 Pages
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1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
The Trust Company of Sterne, Agee & Leach, Inc.
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2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (A) [ ]
(B) [X]
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3 SEC USE ONLY
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4 SOURCE OF FUNDS*
00, PF
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5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT
TO ITEMS 2(d) or 2(e) [ ]
N/A
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6 CITIZENSHIP OR PLACE OF ORGANIZATION
Alabama, United States of America
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7 SOLE VOTING POWER
100,000
--------------------------------------------------
NUMBER OF 8 SHARED VOTING POWER
SHARES
BENEFICIALLY 291,441
OWNED BY --------------------------------------------------
EACH 9 SOLE DISPOSITIVE POWER
REPORTING
PERSON 100,000
WITH --------------------------------------------------
10 SHARED DISPOSITIVE POWER
291,441
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11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
Sterne, Agee & Leach Group, Inc. beneficially owns 24 shares
of Series B Preferred Stock (4 through a general partnership)
convertible into 99,984 shares of Common Stock, 8 shares of Series C
Convertible Preferred Stock convertible into 20,000 shares of Common
Stock and a warrant to purchase 20,500 shares of Common Stock at $10.00
per share which, assuming conversion of all of the convertible
preferred stock and the exercise of this warrant constitutes
approximately 15.7% of the outstanding shares of Common Stock. Sterne,
Agee and Leach, Inc. beneficially owns 30,000 shares of Common Stock
and 2 shares of Series C Preferred Stock convertible into 5,000 shares
of Common Stock which, assuming conversion of all convertible preferred
stock, constitutes approximately 3.9% of the total outstanding shares
of Common Stock. The Trust Company of Sterne, Agee and Leach, Inc.
beneficially owns as trustee of a trust for the benefit of Sterne, Agee
and Leach, Inc. or its assigns 100,000 shares of Common Stock which has
been committed to be distributed to independent third parties pursuant
to a Memorandum of Understanding in accordance with the exemption from
registration contained in Section 3(a)(10) of the Securities Act of
1933, as amended, which assuming conversion of all of the convertible
preferred stock, represents approximately 11.2% of the outstanding
shares of Common Stock, and, as co-trustee of a trust benefitting the
adult and independent children of James S. Holbrook, Jr., 4 shares of
Series B Preferred Stock convertible into 8,332 shares of Common
Stock, 2 shares of Series C Preferred Stock convertible into 2,500
shares of Common Stock, and a warrant to purchase 5,125 shares of
Common Stock at $10.00 per share which, assuming conversion of all of
the convertible preferred stock and the warrant, constitutes
approximately 1.8% 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
32.6%
- --------------------------------------------------------------------------------
14 TYPE OF REPORTING PERSON*
CO
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*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. 901860 10 6 Page 6 of 14 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, 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., an 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").
All of the executive officers and directors of SAL Group, SALI and the Trust
Company listed in (c) (iii) below are citizens of the United States of America.
Holbrook (i) is the President and CEO of SAL Group; (ii) is the
Chairman of the Board, President and Chief Executive Officer of SALI; and (iii)
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, SALI and
the Trust Company is:
800 Shades Creek Parkway
Suite 700
Birmingham, Alabama 35209
(ii) 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:
800 Shades Creek Parkway
Suite 700
Birmingham, Al 35209
(c) (i) Holbrook is the President and CEO of SAL Group, the Chairman of
the Board of Directors, President and Chief Executive Officer of SALI and the
Chairman of the Board of Directors of the Trust Company. Holbrook is also a
director of the Company.
(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, as amended. 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.
<PAGE> 7
CUSIP No. 901860 10 6 Page 7 of 14 Pages
(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:
<TABLE>
<CAPTION>
Name Present Principal Occupation or Employment
- ---- ------------------------------------------
<S> <C>
Henry S. Lynn (1) (2) (3) (4)................................. Chairman of the Board of SAL Group
Will Hill Tankersley (1) (5).................................. 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) (6)..................................... Managing Director of SALI
Charles D. Carlise (1) (4).................................... Managing Director of SALI
Linda M. Daniel (1) (2)....................................... Managing Director of SALI
R. Andrew Garrett (2) (7)..................................... Managing Director of SALI
Robert L. Lanford (2) (8)..................................... Managing Director of SALI
Alonzo H Lee, Jr. (1) (2) (4)................................. Managing Director of SALI
Joe R. Roberts, Jr. (1) (8)................................... Managing Director of SALI
William Lee Smith (2)......................................... Managing Director of SALI
Charles R. White (2)(9)....................................... Managing Director of SALI
</TABLE>
- ------------
(1) Director of SAL Group
(2) Director of SALI
(3) Director of the Trust Company
(4) Messrs. Lynn, Carlise and Lee's business address is 1901 Sixth Avenue
North, Suite 2100, Birmingham, Alabama 35203. Messrs. Lynn and Lee each
received pursuant to the Merger Agreement (as defined in Item 3 below)
2 shares of Series B Preferred Stock, each share of which is
convertible into 4,166 shares (or, in the aggregate, 16,664 shares) of
Common Stock.
(5) Mr. Tankersley's address is 60 Commerce Street, Suite 707, Montgomery,
Alabama 36104.
(6) Mr. Barrow's business address is 33 Bull Street, Suite 100, Savannah,
Georgia 31401.
(7) Mr. Garrett's address is 950 East Paces Ferry Road, Suite 1475,
Atlanta, Georgia 30326. Mr. Garrett purchased 1 share of Series C
Preferred Stock for and in consideration of the payment to the Company
of $25,000 in cash and which share is convertible into 2,500 shares of
Common Stock.
(8) Messrs. Lanford and Robert's business address is 105 West Capital
Avenue, Suite 101, Little Rock, Arkansas 72201.
<PAGE> 8
CUSIP No. 901860 10 6 Page 8 of 14 Pages
(9) Mr. White received pursuant to the Merger Agreement (as defined in Item
3 below) 2 shares of Series B Preferred Stock, each share of which is
convertible into 4,166 shares (or, in the aggregate, 8,332 shares) of
Common Stock.
(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 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 dated August 27, 1998
which was approved by the U. S. Bankruptcy Court, Southern District of Florida
on the same date.
Effective December 31, 1998, pursuant to that Merger Agreement 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, par value $1.00
per share ("Series B Preferred Stock"), of the Company upon consummation of the
transactions contemplated by the Merger Agreement. The Company also issued
shares of Series B Preferred Stock pursuant to the Merger Agreement to two of
the persons listed in Item 2 (c) (iii) above as disclosed therein and
incorporated herein by reference.
On December 28, 1999, the Company which was at the time a wholly-owned
subsidiary of SALI issued to the Trust Company as trustee for a trust for the
benefit of SALI or its assigns, 100,000 shares of Common Stock for payment of
$5,000 in cash, satisfaction of the indemnification provision of that certain
underwriting agreement by and between the Company and SALI dated May 9, 1997 and
other past services and expenses of SALI for the benefit of the Company. SALI
has since committed to distribute these 100,000 shares of Common Stock to
independent third parties pursuant to a Memorandum of Understanding and in
accordance with the exemption from registration contained in Section 3(a)(10) of
the Securities Act of 1933, as amended.
Each share of Series B Preferred Stock is exchangeable into 4,166
shares of Common Stock at anytime. The Series B Preferred Stock is generally
non-voting except for certain major corporate actions; however, the Series B
Preferred Stock becomes fully voting if the Company defers the dividend or
otherwise defaults on any obligation to the holder of Series B Preferred Stock.
<PAGE> 9
CUSIP No. 901860 10 6 Page 9 of 14 Pages
Effective August 2, 1999, Holbrook and SALI each purchased 2 shares of
the Company's Series C Convertible Preferred Stock, par value $1.00 per share
("Series C Preferred Stock"), for and in consideration of $25,000 per share in
cash. The Trust Company also purchased 2 shares of Series C Preferred Stock as
trustee of a trust for the benefit of Holbrook's independent adult children, for
and in consideration of $25,000 per share in cash. Each share of Series C
Preferred Stock is exchangeable into 2,500 shares of Common Stock at anytime.
The Series C Preferred Stock is generally non-voting except for certain major
corporate actions; however, the Series C Preferred Stock becomes fully voting if
the Company defers the dividend or otherwise defaults on any obligation to the
holder of Series C Preferred Stock. The Company also issued one share of Series
C Preferred Stock for $25,000 cash to one of the person listed in Item 2 (c)
(iii) above as disclosed therein and incorporated herein by reference.
Effective November 19, 1999, SAL Group, Holbrook and the trust of which
the Trust Company is a co-trustee benefitting Holbrook's independent adult
children, unconditionally guaranteed $500,000, $250,000 and $250,000,
respectively, of a $1,000,000 loan made to the Company by Colonial Bank in
return for warrants to purchase 22,500, 11,250 and 11,250 shares, respectively,
of Common Stock for $10.00 per share. Due to certain terms of the warrants,
these warrants were adjusted as of December 31, 1999 to be reduced to 20,500,
10,250 and 10,250, respectively. There will be no further adjustments to the
warrants. Furthermore, in the event that they are required to make payment
against the guaranties, then they each have an option, separate and apart from
the warrants, to convert such payment on the guaranty into shares of Common
Stock at a price of $10.00 per share. In the event that the loan is either (i)
repaid by the Company or (ii) SAL Group, Holbrook and the trust of which the
Trust Company is co-trustee are otherwise released from the guaranties, then
such option shall expire but the warrants shall continue to exist until
exercised or their expiration at the end of four years.
Effective April 10, 2000, SAL Group purchased 8 shares of Series C
Preferred Stock for $200,000 in cash which are convertible into 20,000 shares of
Common Stock.
Effective May 3, 2000, one-half of all of the securities of the Company
held in trust by the Trust Company as co-trustee for the benefit of Holbrook's
independent adult children were distributed in accordance with the terms of the
trust and are therefore no longer beneficially owned by Holbrook, SAL Group,
SALI or the Trust Company.
ITEM 4. PURPOSE OF TRANSACTION.
Holbrook, SAL Group, SALI and each applicable officer and director
listed in (c) (iii) above each intend to hold such securities for investment
purposes. The Trust Company holds it securities of the Company in its capacity
as a fiduciary for the benefits of others. The Trust Company, as trustee of a
trust for the benefit of SALI or its assigns, holds 100,000 shares of Common
Stock as to which SALI has committed to distribute to independent third parties
pursuant to a Memorandum of Understanding to be approved by the court and issued
in accordance with Section 3(a)(10) of the Securities Act of 1933, as amended.
The Trust Company further holds for investment purposes 4 shares of Series B
Preferred Stock convertible into 16,664 shares of Common Stock, 2 shares of
Series C Preferred Stock convertible into 5,000 shares of Common Stock and a
warrant exercisable into 10,250 shares of Common Stock at $10.00 per share as a
co-trustee of a trust for the benefit of Holbrook's adult children none of whom
are living in the same household or dependent upon Holbrook for support.
<PAGE> 10
CUSIP No. 901860 10 6 Page 10 of 14 Pages
Neither Holbrook, SAL Group, SALI, the Trust Company nor any of their
officers or directors listed in (c) (iii) above 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 except that
SALI has recently committed to distribute such 100,000 shares of Common Stock to
independent third parties pursuant to a Memorandum of Understanding to be
approved by the court and issued in accordance with Section 3(a)(10) of the
Securities Act of 1933, as amended.
ITEM 5. INTEREST IN SECURITIES OF THE ISSUER.
(a) (i) Holbrook beneficially owns 8 (4 through a general partnership)
shares of Series B Preferred Stock convertible into 33,328 shares of Common
Stock, 2 shares of Series C Preferred Stock convertible into 5,000 shares of
Common Stock and a warrant to purchase 10,250 shares of Common Stock at $10.00
per share, which assuming conversion of all of the convertible preferred stock
and the exercise of this warrant constitutes approximately 5.44% of the total
outstanding shares of Common Stock. SAL Group beneficially owns 24 shares of
Series B Preferred Stock (4 through a general partnership) convertible into
99,984 shares of Common Stock, 8 shares of Series C Preferred Stock convertible
into 20,000 shares of Common Stock and a warrant to purchase 20,500 shares of
Common Stock at $10.00 per share which, assuming conversion of all of the
convertible preferred stock and the exercise of this warrant constitutes
approximately 15.7% of the outstanding shares of Common Stock. SALI beneficially
owns 30,000 shares of Common Stock and 2 shares of Series C Preferred Stock
convertible into 5,000 shares of Common Stock which, assuming conversion of all
convertible preferred stock, constitutes approximately 3.9% of the total
outstanding shares of Common Stock. The Trust Company beneficially owns as
trustee for the benefit of SALI or its assigns 100,000 shares of Common Stock
which has been committed to be distributed to independent third parties pursuant
to a Memorandum of Understanding in accordance with the exemption from
registration contained in Section 3(a)(10) of the Securities Act of 1933, as
amended, which assuming conversion of all of the convertible preferred stock,
represents approximately 11.2% of the outstanding shares of Common Stock, and,
as co-trustee for a trust benefitting the adult and independent children of
Holbrook, 2 shares of Series B Preferred Stock convertible into 8,332 shares of
Common Stock, 1 share of Series C Preferred Stock convertible into 2,500 shares
of Common Stock, and a warrant to purchase 5,125 shares of Common Stock at
$10.00 per share which, assuming conversion of all of the convertible preferred
stock and the warrant, constitutes approximately 1.8% 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 each of the securities owned thereby. Furthermore,
SAL Group, as the parent of SALI and the Trust Company may be deemed to
beneficially own each of the securities owned by SALI and the Trust Company.
Finally, SALI and the Trust Company as affiliates under common control may be
deemed to beneficially own the securities of the Company owned by each other.
However, as stated above, the 100,000 shares held by the Trust Company as
trustee of a trust for SALI or its assigns have been committed to be
<PAGE> 11
CUSIP No. 901860 10 6 Page 11 of 14 Pages
distributed to independent third parties pursuant to a Memorandum of
Understanding in accordance with the exemption from registration contained in
Section 3(a)(10) of the Securities Act of 1933, as amended, and the remainder is
held as co-trustee of a trust for the benefit of Holbrook's adult children none
of whom are living in same household or dependant upon Holbrook for support.
Consequently, Holbrook disclaims beneficial ownership of all of the interests
directly owned by SAL Group, SALI or the Trust Company. Furthermore, SAL Group
disclaims beneficial ownership of all interests in the Company held in trust by
the Trust Company. The Trust Company and SALI disclaim beneficial ownership of
all securities held by each other and by SAL Group.
(ii) The beneficial ownership of the officers and directors of SAL
Group, SALI and the Trust Company (other than Holbrook) in the Company is
disclosed in Item 2(c)(iii) above and is incorporated herein by reference.
(b) (i) Holbrook has the sole power to vote, direct the vote, dispose
and direct the disposition of 8 shares (4 through a general partnership) of
Series B Preferred Stock convertible into 33,328 shares of Common Stock, 2
shares of Series C Preferred Stock convertible into 5,000 shares of Common Stock
and a warrant to purchase 10,250 shares of Common Stock at $10.00 per share,
which assuming conversion of all of the convertible preferred stock and the
exercise of this warrant constitutes approximately 5.44% of the total
outstanding shares of Common Stock. SAL Group has the sole power to vote, direct
the vote, dispose and direct the disposition of 24 shares of Series B Preferred
Stock (4 through a general partnership) convertible into 99,984 shares of Common
Stock, 8 shares of Series C Convertible Preferred Stock convertible into 20,000
shares of Common Stock and a warrant to purchase 20,500 shares of Common Stock
at $10.00 per share which, assuming conversion of all of the convertible
preferred stock and the exercise of this warrant constitutes approximately 15.7%
of the outstanding shares of Common Stock. SALI has the sole power to vote,
direct the vote, dispose and direct the disposition of 30,000 shares of Common
Stock and 2 shares of Series C Preferred Stock convertible into 5,000 shares of
Common Stock which, assuming conversion of all convertible preferred stock,
constitutes approximately 3.9% of the total outstanding shares of Common Stock.
The Trust Company, as trustee of a trust for the benefit of SALI or its assigns,
has the sole power to vote, direct the vote, dispose and direct the disposition
of 100,000 shares of Common Stock which has been committed to be distributed to
independent third parties pursuant to a Memorandum of Understanding in
accordance with the exemption from registration contained in Section 3(a)(10) of
the Securities Act of 1933, as amended, which assuming conversion of all of the
convertible preferred stock, represents approximately 11.2% of the outstanding
shares of Common Stock, and further shares the power to vote, direct the vote,
dispose and direct the disposition, as co-trustee of a trust for the benefit of
the adult and independent children of Holbrook, of 2 shares of Series B
Preferred Stock convertible into 8,332 shares of Common Stock, 1 share of
Series C Preferred Stock convertible into 2,500 shares of Common Stock, and a
warrant to purchase 5,125 shares of Common Stock at $10.00 per share which,
assuming conversion of all of the convertible preferred stock and the warrant,
constitutes approximately 1.8% of the outstanding shares of Common Stock.
<PAGE> 12
CUSIP No. 901860 10 6 Page 12 of 14 Pages
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 the power to vote, direct the vote, dispose and direct the disposition of
the each of the securities owned thereby. Furthermore, SAL Group, as the parent
of SALI and the Trust Company may be deemed to share the power to vote, direct
the vote, dispose and direct the disposition of each of the securities owned by
SALI and the Trust Company. Finally, SALI and the Trust Company as affiliates
under common control may be deemed to share the power to vote, direct the vote,
dispose and direct the disposition of the securities owned by each other.
However, as stated above, the 100,000 shares held by the Trust Company as
trustee of a trust for SALI or its assigns have been committed to be distributed
to independent third parties pursuant to a Memorandum of Understanding in
accordance with the exemption from registration contained in Section 3(a)(10) of
the Securities Act of 1933, as amended, and the remainder is held as co-trustee
of a trust for the benefit of Holbrook's adult children none of whom are living
in the same household or dependant upon Holbrook for support.
(ii) Each of the officers and directors of SAL Group, SALI and the
Trust Company (other than Holbrook) who have the sole or shared power to vote,
direct the vote, dispose of, or direct the disposition of securities of the
Company are disclosed in Item 2(c)(iii) above and are incorporated herein by
reference. William W. Keith, however, as President of the Trust Company, may be
deemed to have the power to vote, direct the vote, dispose of, or direct the
disposition of such securities for which the Trust Company has such power as
disclosed in subparagraph (i) above.
(c) Effective April 10, 2000, SAL Group purchased 8 shares of Series C
Convertible Preferred Stock for $200,000 in cash and which is convertible into
20,000 shares of Common Stock.
Effective May 3, 2000, one-half of all of the securities of the Company
held in trust by the Trust Company as co-trustee for the benefit of Holbrook's
independent adult children were distributed in accordance with the terms of the
trust and are therefore no longer beneficially owned by Holbrook, SAL Group,
SALI or the Trust Company.
(d) Not applicable
(e) Not applicable
ITEM 6. CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR RELATIONSHIPS WITH RESPECT
TO SECURITIES OF THE ISSUER.
Effective November 19, 1999, SAL Group, Holbrook and the trust of which
the Trust Company is a co-trustee benefitting Holbrook's independent adult
children, unconditionally guaranteed $500,000, $250,000 and $250,000,
respectively, of a $1,000,000 loan made to the Company by Colonial Bank in
return for warrants to purchase 22,500, 11,250 and 11,250 shares, respectively,
of Common Stock for $10.00 per share. Due to certain terms of the warrants,
these warrants were adjusted as of December 31, 1999 to be reduced to 20,500,
10,250 and 10,250, respectively. There will be no further adjustments to the
warrants. Furthermore, in the event that they are required to make payment
against the guaranties, then they each have an option, separate and apart from
the warrants, to convert such payment on the guaranty into shares of Common
Stock at a price of $10.00 per share. In the event that the loan is either (i)
repaid by the Company or (ii)
Effective May 3, 2000, one-half of all of the securities of the Company
held in trust by the Trust Company as co-trustee for the benefit of Holbrook's
independent adult children were distributed in accordance with the terms of the
trust and are therefore no longer beneficially owned by Holbrook, SAL Group,
SALI or the Trust Company. This distribution included one-eighth of such
guaranty and consequently, 5,125 warrants and the corresponding option.
<PAGE> 13
CUSIP No. 901860 10 6 Page 13 of 14 Pages
SAL Group, Holbrook and the trust of which the Trust Company is co-trustee are
otherwise released from the guaranties, then such option shall expire but the
warrants shall continue to exist until exercised or their expiration at the end
of four years.
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: May 5, 2000
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
By: /s/ James S. Holbrook, Jr.
--------------------------------
Name: James S. Holbrook, Jr.
Title: President and CEO
Dated: May 5, 2000
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.
By: /s/ James S. Holbrook, Jr.
--------------------------------
Name: James S. Holbrook, Jr.
Title: Chairman, President and CEO
Dated: May 5, 2000
<PAGE> 14
CUSIP No. 901860 10 6 Page 14 of 14 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.
THE TRUST COMPANY OF STERNE, AGEE
& LEACH, INC.
By: /s/ William W. Keith
------------------------------------
Name: William W. Keith
Title: President
Dated: May 5, 2000
