<PAGE> 1
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
------------------------
SCHEDULE 13D
(RULE 13d-101)
INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT TO 13d-
1(a) AND AMENDMENTS THERETO FILED PURSUANT TO 13d-2(a)
(AMENDMENT NO. 1)(1)
ErgoBilt, Inc.
- --------------------------------------------------------------------------------
(Name of Issuer)
Common Stock, $.01 par value
- --------------------------------------------------------------------------------
(Title of Class of Securities)
29481 R 10 7
- --------------------------------------------------------------------------------
(CUSIP Number)
Gerard Smith
ErgoBilt, Inc., 9244 Markville Drive, Dallas, Texas 75243
(972) 889-3742
- --------------------------------------------------------------------------------
(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)
September 26, 1997
- --------------------------------------------------------------------------------
(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(b)(3) or (4), check the following
box [ ].
Note. Six copies of this statement, including all exhibits,
should be filed with the Commission. See Rule 13d-1(a) for other
parties to whom copies are to be sent.
(Continued on following pages)
- ----------------------
(1) 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 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
CUSIP NO. 29481 R 10 7 13D PAGE 2 OF 11 PAGES
1 NAME OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
Gerald McMillan
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) [x]
(b) [ ]
3 SEC USE ONLY
4 SOURCE OF FUNDS*
PF
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT
TO ITEM 2(d) or 2(e) [ ]
6 CITIZENSHIP OR PLACE OF ORGANIZATION
United States of America
NUMBER OF SHARES 7 SOLE VOTING POWER 2,263,914
BENEFICIALLY
OWNED BY EACH 8 SHARED VOTING POWER 0
REPORTING PERSON
WITH 9 SOLE DISPOSITIVE POWER 2,263,914
10 SHARED DISPOSITIVE POWER 0
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
2,263,914
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
SHARES* [x]
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
37.4%
14 TYPE OF REPORTING PERSON*
IN
*SEE INSTRUCTIONS BEFORE FILLING OUT!
<PAGE> 3
CUSIP NO. 29481 R 10 7 13D PAGE 3 OF 11 PAGES
1 NAME OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
Mark A. McMillan
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) [x]
(b) [ ]
3 SEC USE ONLY
4 SOURCE OF FUNDS*
OO
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT
TO ITEM 2(d) or 2(e) [ ]
6 CITIZENSHIP OR PLACE OF ORGANIZATION
United States of America
NUMBER OF SHARES 7 SOLE VOTING POWER 0
BENEFICIALLY
OWNED BY EACH 8 SHARED VOTING POWER 289,286
REPORTING PERSON
WITH 9 SOLE DISPOSITIVE POWER 0
10 SHARED DISPOSITIVE POWER 289,286
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
289,286
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
SHARES* [x]
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
4.8%
14 TYPE OF REPORTING PERSON*
IN
*SEE INSTRUCTIONS BEFORE FILLING OUT!
<PAGE> 4
CUSIP NO. 29481 R 10 7 13D PAGE 4 OF 11 PAGES
1 NAME OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
Dr. Richard C. Troutman
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) [x]
(b) [ ]
3 SEC USE ONLY
4 SOURCE OF FUNDS*
OO
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT
TO ITEM 2(d) or 2(e) [ ]
6 CITIZENSHIP OR PLACE OF ORGANIZATION
United States of America
NUMBER OF SHARES 7 SOLE VOTING POWER 289,286
BENEFICIALLY
OWNED BY EACH 8 SHARED VOTING POWER 0
REPORTING PERSON
WITH 9 SOLE DISPOSITIVE POWER 289,286
10 SHARED DISPOSITIVE POWER 0
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
289,286
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
SHARES* [x]
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
4.8%
14 TYPE OF REPORTING PERSON*
IN
*SEE INSTRUCTIONS BEFORE FILLING OUT!
<PAGE> 5
CUSIP NO. 29481 R 10 7 13D PAGE 5 OF 11 PAGES
1 NAME OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
Drew Congleton
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) [x]
(b) [ ]
3 SEC USE ONLY
4 SOURCE OF FUNDS*
OO
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT
TO ITEM 2(d) or 2(e) [ ]
6 CITIZENSHIP OR PLACE OF ORGANIZATION
United States of America
NUMBER OF SHARES 7 SOLE VOTING POWER 0
BENEFICIALLY
OWNED BY EACH 8 SHARED VOTING POWER 371,429
REPORTING PERSON
WITH 9 SOLE DISPOSITIVE POWER 0
10 SHARED DISPOSITIVE POWER 371,429
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
371,429
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
SHARES* [x]
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
6.1%
14 TYPE OF REPORTING PERSON*
IN
*SEE INSTRUCTIONS BEFORE FILLING OUT!
<PAGE> 6
CUSIP NO. 29481 R 10 7 13D PAGE 6 OF 11 PAGES
1 NAME OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
Carter Creek Investments, Ltd.
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) [x]
(b) [ ]
3 SEC USE ONLY
4 SOURCE OF FUNDS*
AF
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT
TO ITEM 2(d) or 2(e) [ ]
6 CITIZENSHIP OR PLACE OF ORGANIZATION
Texas
NUMBER OF SHARES 7 SOLE VOTING POWER 0
BENEFICIALLY
OWNED BY EACH 8 SHARED VOTING POWER 289,286
REPORTING PERSON
WITH 9 SOLE DISPOSITIVE POWER 0
10 SHARED DISPOSITIVE POWER 289,286
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
289,286
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
SHARES* [x]
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
4.8%
14 TYPE OF REPORTING PERSON*
PN
*SEE INSTRUCTIONS BEFORE FILLING OUT!
<PAGE> 7
CUSIP NO. 29481 R 10 7 13D PAGE 7 OF 11 PAGES
1 NAME OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
The Congleton Family Limited Partnership
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) [x]
(b) [ ]
3 SEC USE ONLY
4 SOURCE OF FUNDS*
AF
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT
TO ITEM 2(d) or 2(e) [ ]
6 CITIZENSHIP OR PLACE OF ORGANIZATION
Texas
NUMBER OF SHARES 7 SOLE VOTING POWER 0
BENEFICIALLY
OWNED BY EACH 8 SHARED VOTING POWER 371,429
REPORTING PERSON
WITH 9 SOLE DISPOSITIVE POWER 0
10 SHARED DISPOSITIVE POWER 371,429
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
371,429
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
SHARES* [x]
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
6.1%
14 TYPE OF REPORTING PERSON*
PN
*SEE INSTRUCTIONS BEFORE FILLING OUT!
<PAGE> 8
SECURITIES AND EXCHANGE COMMISSION
SCHEDULE 13D
Item 1. Security and Issuer.
This statement relates to the common stock, $.01 par value per
share, of ErgoBilt, Inc. ("ErgoBilt"). The address of ErgoBilt's
principal executive offices is 9244 Markville Drive, Dallas, Texas
75243.
Item 2. Identity and Background.
Set forth below is information required by this Item with respect
to each person filing this statement.
<TABLE>
<CAPTION>
Item 2(d) or 2(e)
Principal Occupation or Business Convictions, Judgments,
Name and Address and Address Decrees, or Orders Citizenship
---------------- ----------- ------------------ -----------
<S> <C> <C> <C>
Gerald McMillan Chairman of the Board - ErgoBilt, Inc. None US
9244 Markville Drive 9244 Markville Drive
Dallas, Texas 75243 Dallas, Texas 75243
Mark A. McMillan President & CEO - BodyBilt, Inc. None US
4455 Carter Creek Parkway 4455 Carter Creek Parkway
Bryan, Texas 77802 Bryan, Texas 77802
Dr. Richard C. Troutman Personal Investments None US
860 United Nations Plaza, 30A 860 United Nations Plaza, 30A
New York, New York 10017 New York, New York 10017
Drew Congleton Director - ErgoBilt, Inc. None US
216 Sarasota Court South N/A
Montgomery, Texas 77356
Carter Creek Investments, Family limited partnership None Texas
Ltd. N/A
4455 Carter Creek Parkway
Bryan, Texas 77802
The Congleton Family Limited Family limited partnership None Texas
Partnership N/A
216 Sarasota Court South
Montgomery, Texas 77356
</TABLE>
Item 3. Source and Amount of Funds or Other Consideration.
Gerald McMillan purchased 250,000 shares from Carter Creek
Investments, Ltd. and 250,000 shares from Dr. Richard C. Troutman
with personal funds, including proceeds from a personal loan. Drew
Congleton gifted 44,000 shares to The Congleton Children's Trust
and gifted 327,429 shares to The Congleton Family Limited
Partnership. The Congleton Children's Trust sold its 44,000 shares
to The Congleton Family Limited Partnership.
(Page 8 of 11 Pages)
<PAGE> 9
Item 4. Purpose of Transaction.
The acquisition of additional shares by Gerald McMillan was for
investment purposes. The transfers by Drew Congleton were made in
connection with his personal estate planning.
Item 5. Interest in Securities of the Issuer.
(a) The information set forth in items 1, 11, and 13 of the second
part of the cover page of this statement is incorporated
herein by reference.
(b) The information set forth in items 1 and 7-10 of the second
part of the cover page of this statement is incorporated
herein by reference.
(c) On August 20, 1997, Gerald McMillan purchased 250,000 shares
of Common Stock from Carter Creek Investments, Ltd. and
250,000 shares of Common Stock from Dr. Richard C. Troutman
for 7-7/8 per share. On August 29, 1997, and September 26,
1997, Drew Congleton transferred an aggregate of 371,429
shares of Common Stock directly and indirectly to The
Congleton Family Limited Partnership as a gift.
(d) Inapplicable
(e) Inapplicable
Item 6. Contracts, Arrangements, Understandings or Relationships With
Respect to Securities of the Issuer.
First Amendment To Voting Agreement among ErgoBilt, Inc. and
the Shareholders named therein, dated as of October 17, 1997
Item 7. Material to Be Filed as Exhibits.
The following exhibit is being filed with this statement and is
incorporated herein by reference:
Ex. 9 First Amendment To Voting Agreement among ErgoBilt, Inc.
and the Shareholders named therein, dated as of October 17,
1997
(Page 9 of 11 Pages)
<PAGE> 10
SIGNATURES
After reasonable inquiry and to the best of their individual knowledge
and belief, each of the signatories below certifies that the information set
forth in this statement is true, complete, and correct.
The persons whose signatures appear below agree that this statement on
Amendment No. 1 to Schedule 13D is filed on behalf of each of them.
Executed as of September 30, 1997.
<TABLE>
<S> <C>
/s/ GERALD MCMILLAN /s/ DREW CONGLETON
------------------------------------------ ------------------------------------------
Gerald McMillan Drew Congleton
/s/ MARK A. MCMILLAN /s/ RICHARD C. TROUTMAN
------------------------------------------ ------------------------------------------
Mark A. McMillan Richard C. Troutman
CARTER CREEK INVESTMENTS, LTD. THE CONGLETON FAMILY LIMITED PARTNERSHIP, a
By: River Forest Investments, Inc., Texas limited partnership
its Managing Partner
By: /s/ DREW J. CONGLETON
-----------------------------------------
By: /s/ MARK A. MCMILLAN Drew J. Congleton, a General Partner
------------------------------------------
Mark A. McMillan, President
By: /s/ DARCIE A. CONGLETON
-----------------------------------------
Darcie A. Congleton, a General Partner
</TABLE>
(Page 10 of 11 Pages)
<PAGE> 11
EXHIBIT TO SCHEDULE 13D
(AMENDMENT NO. 1)
LIST OF EXHIBITS
Ex. 9 First Amendment To Voting Agreement among ErgoBilt, Inc.
and the Shareholders named therein, dated as of October 17,
1997
(Page 11 of 11 Pages)
<PAGE> 1
Exhibit 9
FIRST AMENDMENT TO VOTING AGREEMENT
This First Amendment to Voting Agreement ("Agreement"), dated as of
October 17, 1997, is made by and among Gerald McMillan; William H. Griffin, as
Trustee of the Morgan Trust; Gerard Smith; Gerard Smith, as Trustee of the
Ashleigh Lynch Smith Irrevocable Trust; Gerard Smith, as Trustee of the Alyssa
Kay Smith Irrevocable Trust; Mark A. McMillan; Dr. Richard Troutman; Drew
Congleton; and ErgoBilt, Inc., a Texas corporation (the "Corporation"). The
parties hereto, excluding the Corporation, are hereafter sometimes referred to
individually as a "Shareholder" or collectively as the "Shareholders".
1. Section 5.3 of the Voting Agreement dated December 1, 1996 among the
original signatories thereto (the "Voting Agreement") is hereby amended as
follows:
"5.3 Binding Agreement. This Agreement shall be binding
upon and inure to the benefit of the parties and their respective
successors. It is expressly intended that this Agreement be
specifically enforceable only against the Shareholders and their
affiliates and not against any subsequent purchaser or unaffiliated
transferee of the Shares."
2. Governing Law. This Agreement shall be governed by and construed in
accordance with the laws of the State of Texas.
3. Section Headings. The section headings are for the convenience of the
parties and in no way alter, modify, amend, limit, or restrict the contractual
obligations of the parties.
4. Severability. The invalidity or unenforceability of any provision of
this Agreement shall not affect the validity or enforceability of any other
provision of this Agreement.
5. Counterparts/Fax Signatures. This Agreement may be executed in one or
more counterparts, each of which shall be deemed to be an original, but all of
which together shall be one and the same document. A facsimile signature of
any party to this Agreement shall be regarded as an original.
6. Amendments. Except as amended hereby, the Voting Agreement shall
remain in full force and effect.
IN WITNESS WHEREOF, this Agreement has been duly executed by the
parties as of and on the date first above written.
/s/ GERALD MCMILLAN
------------------------------------------
Gerald McMillan
------------------------------------------
William H. Griffin, as Trustee of the
Morgan Trust
/s/ GERARD SMITH
------------------------------------------
Gerard Smith
<PAGE> 2
/s/ GERARD SMITH
------------------------------------------
Gerard Smith, as Trustee of the Ashleigh
Lynch Smith Irrevocable Trust dated as of
June 1, 1996
/s/ GERARD SMITH
------------------------------------------
Gerard Smith, as Trustee of the Alyssa
Kay Smith Irrevocable Trust Dated as of
June 1, 1996
/s/ MARK A. MCMILLAN
------------------------------------------
Mark A. McMillan
------------------------------------------
Dr. Richard Troutman
/s/ DREW CONGLETON
------------------------------------------
Drew Congleton
ERGOBILT, INC.
By: /s/ GERARD SMITH
---------------------------------------
Gerard Smith, President
By signing below, the undersigned hereby agree to be bound by the
terms of the Voting Agreement, as amended by this First Amendment to Voting
Agreement, and as may be further amended from time to time, as though each of
the undersigned were an original signatory to the Voting Agreement.
THE CONGLETON FAMILY LIMITED PARTNERSHIP,
a Texas limited partnership
By: /s/ DREW J. CONGLETON
---------------------------------------
Drew J. Congleton, a General Partner
By: /s/ DARCIE A. CONGLETON
---------------------------------------
Darcie A. Congleton, a General
Partner
2
<PAGE> 3
CARTER CREEK INVESTMENTS, LTD.
By: River Forest Investments, Inc.,
its Managing Partner
By: /s/ MARK A. MCMILLAN
---------------------------------------
Mark A. McMillan, President
3
