<PAGE> 1
THIS DOCUMENT IS A COPY OF THE SCHEDULE 13D FILED ON FEBRUARY 19, 1997,
PURSUANT TO A RULE 201 TEMPORARY HARDSHIP EXEMPTION.
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
---------------
SCHEDULE 13D
(RULE 13D-101)
UNDER THE SECURITIES EXCHANGE ACT OF 1934
(AMENDMENT NO. ___________)(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., 5000 Quorum Drive, Suite 147, Dallas, Texas 75240
(972) 233-8504
- --------------------------------------------------------------------------------
(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)
February 5, 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 1 of 15 pages)
<PAGE> 2
CUSIP NO. 29481 R 10 7 13D PAGE 2 OF 15 PAGES
1 NAME OF REPORTING PERSONS
S.S. OR I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS
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 1,763,914
BENEFICIALLY
OWNED BY EACH 8 SHARED VOTING POWER 0
REPORTING PERSON
WITH 9 SOLE DISPOSITIVE POWER 1,763,914
10 SHARED DISPOSITIVE POWER 0
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
SHARES* [x]
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
29.6%
14 TYPE OF REPORTING PERSON*
IN
*SEE INSTRUCTIONS BEFORE FILLING OUT!
<PAGE> 3
CUSIP NO. 29481 R 10 7 13D PAGE 3 OF 15 PAGES
1 NAME OF REPORTING PERSONS
S.S. OR I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS
Gerard Smith
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
United States of America
NUMBER OF SHARES 7 SOLE VOTING POWER 664,869
BENEFICIALLY
OWNED BY EACH 8 SHARED VOTING POWER 0
REPORTING PERSON
WITH 9 SOLE DISPOSITIVE POWER 664,869
10 SHARED DISPOSITIVE POWER 0
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
SHARES* [x]
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
11.2%
14 TYPE OF REPORTING PERSON*
IN
*SEE INSTRUCTIONS BEFORE FILLING OUT!
<PAGE> 4
CUSIP NO. 29481 R 10 7 13D PAGE 4 OF 15 PAGES
1 NAME OF REPORTING PERSONS
S.S. OR I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS
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 539,286
REPORTING PERSON
WITH 9 SOLE DISPOSITIVE POWER 0
10 SHARED DISPOSITIVE POWER 539,286
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
SHARES* [x]
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
9.1%
14 TYPE OF REPORTING PERSON*
IN
*SEE INSTRUCTIONS BEFORE FILLING OUT!
<PAGE> 5
CUSIP NO. 29481 R 10 7 13D PAGE 5 OF 15 PAGES
1 NAME OF REPORTING PERSONS
S.S. OR I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS
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 539,286
REPORTING PERSON
WITH 9 SOLE DISPOSITIVE POWER 0
10 SHARED DISPOSITIVE POWER 539,286
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
SHARES* [x]
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
9.1%
14 TYPE OF REPORTING PERSON*
PN
*SEE INSTRUCTIONS BEFORE FILLING OUT!
<PAGE> 6
CUSIP NO. 29481 R 10 7 13D PAGE 6 OF 15 PAGES
1 NAME OF REPORTING PERSONS
S.S. OR I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS
River Forest Investments, Inc.
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) [x]
(b) [ ]
3 SEC USE ONLY
4 SOURCE OF FUNDS*
CO
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 539,286
REPORTING PERSON
WITH 9 SOLE DISPOSITIVE POWER 0
10 SHARED DISPOSITIVE POWER 539,286
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
SHARES* [x]
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
9.1%
14 TYPE OF REPORTING PERSON*
PN
*SEE INSTRUCTIONS BEFORE FILLING OUT!
<PAGE> 7
CUSIP NO. 29481 R 10 7 13D PAGE 7 OF 15 PAGES
1 NAME OF REPORTING PERSONS
S.S. OR I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS
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 539,286
BENEFICIALLY
OWNED BY EACH 8 SHARED VOTING POWER 0
REPORTING PERSON
WITH 9 SOLE DISPOSITIVE POWER 539,286
10 SHARED DISPOSITIVE POWER 0
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
SHARES* [x]
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
9.1%
14 TYPE OF REPORTING PERSON*
IN
*SEE INSTRUCTIONS BEFORE FILLING OUT!
<PAGE> 8
CUSIP NO. 29481 R 10 7 13D PAGE 8 OF 15 PAGES
1 NAME OF REPORTING PERSONS
S.S. OR I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS
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 371,429
BENEFICIALLY
OWNED BY EACH 8 SHARED VOTING POWER 0
REPORTING PERSON
WITH 9 SOLE DISPOSITIVE POWER 371,429
10 SHARED DISPOSITIVE POWER 0
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
SHARES* [x]
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
6.2%
14 TYPE OF REPORTING PERSON*
IN
*SEE INSTRUCTIONS BEFORE FILLING OUT!
<PAGE> 9
CUSIP NO. 29481 R 10 7 13D PAGE 9 OF 15 PAGES
1 NAME OF REPORTING PERSONS
S.S. OR I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS
William H. Griffin, Trustee of the Morgan Trust
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) [x]
(b) [ ]
3 SEC USE ONLY
4 SOURCE OF FUNDS*
AI
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 290,880
BENEFICIALLY
OWNED BY EACH 8 SHARED VOTING POWER 0
REPORTING PERSON
WITH 9 SOLE DISPOSITIVE POWER 290,880
10 SHARED DISPOSITIVE POWER 0
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
SHARES* [x]
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
4.9%
14 TYPE OF REPORTING PERSON*
OO
*SEE INSTRUCTIONS BEFORE FILLING OUT!
<PAGE> 10
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 5000 Quorum Drive, Suite 147, Dallas, Texas
75240.
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
5000 Quorum Drive 5000 Quorum Drive
Suite 147 Suite 147
Dallas, Texas 75240 Dallas, Texas 75240
Gerard Smith Chief Executive Officer - ErgoBilt, Inc. None US
5000 Quorum Drive 5000 Quorum Drive
Suite 147 Suite 147
Dallas, Texas 75240 Dallas, Texas 75240
Mark A. McMillan Consultant - ErgoBilt, Inc. None US
One BodyBilt Place 5000 Quorum Drive
600 S. Highway 6 Suite 147
Navasota, Texas 77868 Dallas, Texas 75240
Carter Creek Investments, Ltd. Manage investment assets None Texas
4455 Carter Creek Parkway 4455 Carter Creek Parkway
Bryan, Texas 77802 Bryan, Texas 77802
River Forest Investments, Inc. Manage investment assets None Texas
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 Vice President - BodyBilt Seating, Inc. None US
One BodyBilt Place One BodyBilt Place
600 S. Highway 6 600 S. Highway 6
Navasota, Texas 77868 Navasota, Texas 77868
William H. Griffin, Trustee Tax Director - King Burns & Company PC None US
of the Morgan Trust Pacific Center II
Pacific Center II 14160 Dallas Parkway
14160 Dallas Parkway 9th Floor
9th Floor Dallas, Texas 75240
Dallas, Texas 75240
</TABLE>
(Page 10 of 15 Pages)
<PAGE> 11
Item 3. Source and Amount of Funds or Other Consideration.
The information set forth under "The Reorganization," "Use of
Proceeds," and "Certain Transactions" in Part I of ErgoBilt's
registration statement on Form S-1, as amended, Securities and Exchange
Commission File No. 333-14025 (the "Registration Statement"), is
incorporated here by reference. The transactions described under "The
Reorganization" and "Use of Proceeds" were consummated as of February
5, 1997.
Item 4. Purpose of Transaction.
The information set forth in the Registration Statement under "The
Reorganization" is incorporated here by reference.
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 here by
reference. The information set forth in the Registration
Statement under "Principal Shareholders--Voting Agreement" is
incorporated here by reference. All of the shares to which this
statement relates are subject to the Voting Agreement described
there.
(b) The information set forth in items 1 and 7-10 of the second part
of the cover page of this statement is incorporated here by
reference.
(c) Effective as of February 4, 1997, Mark A. McMillan assigned all
of his interests in ErgoBilt common and preferred stock to Carter
Creek Investments, Ltd., a family limited partnership ("Carter
Creek"), in exchange for his limited partner interest. River
Forest Investments, Inc., of which Mark A. McMillan is President
and sole shareholder, is the corporate general partner of Carter
Creek. Effective February 5, 1997, shares of ErgoBilt's Series A
Preferred Stock distributed to the BodyBilt Shareholders (Mark A.
McMillan, Dr. Richard Troutman, and Drew Congleton) in connection
with the Merger (described in the Registration Statement under
"The Reorganization") were converted into 705,085 shares of
common stock based on the initial public offering price of $7.00
per share. Also effective February 5, 1997, and pursuant to the
letter agreement between ErgoBilt and Mark A. McMillan described
in the Registration Statement under "Certain Transactions,"
Carter Creek and Dr. Richard Troutman each reassigned 17,857
shares of common stock to ErgoBilt at a price of $6.30 per share.
ErgoBilt reissued these shares to a bridge lender upon the
lender's conversion of one-half of ErgoBilt's bridge loan
($250,000) into 35,714 shares of common stock. Gerald McMillan
sold 34,000 shares to this lender for $34,000 in September 1996
in connection with the bridge loan transaction.
(d) Inapplicable
(e) Inapplicable
(Page 11 of 15 Pages)
<PAGE> 12
Item 6. Contracts, Arrangements, Understandings or Relationships With Respect
to Securities of the Issuer.
The information set forth in the Registration Statement under "The
Reorganization," "Management--Employment and Consulting Agreements--
Gerard Smith," "Certain Transactions," footnotes (3), (4), and (5) to
the table in "Principal Shareholders," and "Principal
Shareholders--Voting Agreement" is incorporated here by reference.
Item 7. Material to Be Filed as Exhibits.
Except where noted otherwise, the following exhibits to this statement
are incorporated here by reference to the exhibits to the Registration
Statement listed below:
Exhibit
Number Exhibit
2 Agreement and Plan of Merger by and among ErgoBilt, Inc., EB
Subsidiary, Inc., BodyBilt Seating, Inc., Mark A. McMillan, Dr. Richard
Troutman and Drew Congleton dated August 19, 1996 (without schedules or
exhibits)
9 Voting Agreement among ErgoBilt, Inc. and the Shareholders named
therein dated December 1, 1996
10(j) Executive Employment Agreement between Drew Congleton and a corporation
to be known as BodyBilt Seating, Inc., dated December 19, 1996
10(k) Consulting Agreement between Mark A. McMillan and ErgoBilt, Inc. dated
October 15, 1996
10(m) First Amended and Restated Executive Employment Agreement between
ErgoBilt, Inc. and Gerard Smith dated as of October 15, 1996
10(w) Letter Agreement between ErgoBilt, Inc. and Mark A. McMillan dated
October 2, 1996 (filed with this statement)
99 Agreement of Reporting Persons Required by Rule 13d-1(f)(1)
(Incorporated by reference to the information set forth in this
statement under "Signatures")
(Page 12 of 15 Pages)
<PAGE> 13
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
Schedule 13D is filed on behalf of each of them.
Executed as of February 14, 1997.
<TABLE>
<S> <C>
/s/ GERALD MCMILLAN /s/ WILLIAM H. GRIFFIN
- ------------------------------------------------ -------------------------------------------------
Gerald McMillan William H. Griffin, as Trustee of the Morgan
Trust
/s/ GERARD SMITH /s/ MARK A. MCMILLAN
- ------------------------------------------------ -------------------------------------------------
Gerard Smith, Individually and as Trustee Mark A. McMillan, Individually
CARTER CREEK INVESTMENTS, LTD.
By: RIVER FOREST INVESTMENTS, INC., its RIVER FOREST INVESTMENTS, INC.
Managing Partner
/s/ MARK A. MCMILLAN /s/ MARK A. MCMILLAN
- ------------------------------------------------ -------------------------------------------------
By: Mark A. McMillan, President By: Mark A. McMillan, President
/s/ DR. RICHARD TROUTMAN /s/ DREW CONGLETON
- ------------------------------------------------ -------------------------------------------------
Dr. Richard Troutman Drew Congleton
</TABLE>
(Page 13 of 15 Pages)
<PAGE> 14
EXHIBIT TO SCHEDULE 13D
LIST OF EXHIBITS
<TABLE>
<CAPTION>
Exhibit
Number Exhibit
- ------ -------
<S> <C>
2 Agreement and Plan of Merger by and among ErgoBilt, Inc., EB
Subsidiary, Inc., BodyBilt Seating, Inc., Mark A. McMillan, Dr.
Richard Troutman and Drew Congleton dated August 19, 1996
(without schedules or exhibits)
9 Voting Agreement among ErgoBilt, Inc. and the Shareholders named
therein dated December 1, 1996
10(j) Executive Employment Agreement between Drew Congleton and a
corporation to be known as BodyBilt Seating, Inc., dated December
19, 1996
10(k) Consulting Agreement between Mark A. McMillan and ErgoBilt, Inc.
dated October 15, 1996
10(m) First Amended and Restated Executive Employment Agreement between
ErgoBilt, Inc. and Gerard Smith dated as of October 15, 1996
10(w) Letter Agreement between ErgoBilt, Inc. and Mark A. McMillan
dated October 2, 1996 (filed with this statement)
99 Agreement of Reporting Persons Required by Rule 13d-1(f)(1)
(Incorporated by reference to the information set forth in this
statement under "Signatures")
</TABLE>
(Page 14 of 15 Pages)
<PAGE> 1
EXHIBIT TO SCHEDULE 13D
EXHIBIT 10(w)
[ERGOBILT INC. LETTERHEAD]
October 2, 1996
Mr. Mark A. McMillan
2506 River Forest
Bryan, Texas 77802
Dear Mark:
This is to confirm your agreement to sell to ErgoBilt, Inc. ("ErgoBilt")
that number of shares of Common Stock EB is required to deliver upon conversion
of up to one-half of the principal balance due (not to exceed $250,000) under
the Company's promissory note, dated September 6, 1996, payable to Summit
Partners Management Co. The purchase price per share for your shares shall equal
90% of the price to public per share of the Company's initial public offering
("IPO"). The number of shares to be delivered upon conversion shall be equal to
one-half of the principal balance of the note divided by the price to public per
share of Common Stock in the IPO. The purchase of your shares of Common Stock
shall occur simultaneously with the closing of the IPO.
Certificates representing your shares shall be accompanied by a stock
transfer power executed in blank and guaranteed by a member firm of the New
York Stock Exchange. You represent and warrant that you have good and marketable
title to such shares, free of any lien, adverse claim or encumbrance.
Sincerely,
/s/ GERARD SMITH
Gerard Smith
President and CEO
ACCEPTED AND AGREED:
/s/ MARK A. MCMILLAN
- ---------------------------
Mark A. McMillan
(Page 15 of 15 Pages)
