<PAGE> 1
CUSIP No. 879102101 Page 1 of 17
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 13D
UNDER THE SECURITIES EXCHANGE ACT OF 1934
(AMENDMENT NO. 2)
Tekgraf, Inc.
(Name of Issuer)
Class A Common Stock, Par Value $.001 Per Share
(Title of Class of Securities)
879102101
(CUSIP Number)
William M. Rychel
980 Corporate Woods Parkway
Vernon Hills, IL 60061
Telephone: (847) 913-5888
(Name, Address and Telephone Number of Person Authorized to
Receive Notices and Communications)
January 21, 2000
(Date of Event which Requires Filing of this Statement)
If the filing person has previously filed a statement on Schedule 13G to report
the acquisition which is the subject of this Schedule 13D, and is filing this
schedule because of Rule 13b1(b)(3) or (4), check the following box [ ].
*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
CUSIP NO. 879102101 13D PAGE 2 OF 17 PAGES
--------------------- -------- --------
(1) NAMES OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
Beverly Nerenberg
---------------------------------------------------------------------
(2) CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) [ X ]
(b) [ ]
---------------------------------------------------------------------
(3) SEC USE ONLY
---------------------------------------------------------------------
(4) SOURCE OF FUNDS*
00
---------------------------------------------------------------------
(5) CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS [ ]
IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e)
---------------------------------------------------------------------
(6) CITIZENSHIP OR PLACE OF ORGANIZATION
U.S.A.
---------------------------------------------------------------------
(7) SOLE VOTING POWER
NUMBER OF
SHARES --------------------------------------------------------
BENEFICIALLY (8) SHARED VOTING POWER
OWNED BY 89,549
EACH --------------------------------------------------------
REPORTING (9) SOLE DISPOSITIVE POWER
PERSON WITH
--------------------------------------------------------
(10) SHARED DISPOSITIVE POWER
89,549
--------------------------------------------------------
(11) AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
125,765
---------------------------------------------------------------------
(12) CHECK BOX IF AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
SHARES* [ X ]
---------------------------------------------------------------------
(13) PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
2.0%
---------------------------------------------------------------------
(14) TYPE OF REPORTING PERSON*
IN
---------------------------------------------------------------------
*SEE INSTRUCTIONS BEFORE FILLING OUT!
2
<PAGE> 3
CUSIP NO. 879102101 13D PAGE 3 OF 17 PAGES
--------------------- -------- --------
(1) NAMES OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
A. Lowell Nerenberg
---------------------------------------------------------------------
(2) CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) [ X ]
(b) [ ]
---------------------------------------------------------------------
(3) SEC USE ONLY
---------------------------------------------------------------------
(4) SOURCE OF FUNDS*
00
---------------------------------------------------------------------
(5) CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS [ ]
IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e)
---------------------------------------------------------------------
(6) CITIZENSHIP OR PLACE OF ORGANIZATION
U.S.A.
---------------------------------------------------------------------
(7) SOLE VOTING POWER
NUMBER OF
SHARES --------------------------------------------------------
BENEFICIALLY (8) SHARED VOTING POWER
OWNED BY 89,549
EACH --------------------------------------------------------
REPORTING (9) SOLE DISPOSITIVE POWER
PERSON WITH
--------------------------------------------------------
(10) SHARED DISPOSITIVE POWER
89,549
--------------------------------------------------------
(11) AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
125,765
---------------------------------------------------------------------
(12) CHECK BOX IF AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
SHARES* [ X ]
---------------------------------------------------------------------
(13) PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
2.0%
---------------------------------------------------------------------
(14) TYPE OF REPORTING PERSON*
IN
---------------------------------------------------------------------
*SEE INSTRUCTIONS BEFORE FILLING OUT!
3
<PAGE> 4
CUSIP NO. 879102101 13D PAGE 4 OF 17 PAGES
--------------------- -------- --------
(1) NAMES OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
Thomas A. Gust
---------------------------------------------------------------------
(2) CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) [ X ]
(b) [ ]
---------------------------------------------------------------------
(3) SEC USE ONLY
---------------------------------------------------------------------
(4) SOURCE OF FUNDS*
00
---------------------------------------------------------------------
(5) CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS [ ]
IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e)
---------------------------------------------------------------------
(6) CITIZENSHIP OR PLACE OF ORGANIZATION
U.S.A.
---------------------------------------------------------------------
(7) SOLE VOTING POWER
NUMBER OF
SHARES --------------------------------------------------------
BENEFICIALLY (8) SHARED VOTING POWER
OWNED BY 398,733
EACH --------------------------------------------------------
REPORTING (9) SOLE DISPOSITIVE POWER
PERSON WITH 398,733
--------------------------------------------------------
(10) SHARED DISPOSITIVE POWER
--------------------------------------------------------
(11) AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
416,841
---------------------------------------------------------------------
(12) CHECK BOX IF AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
SHARES* [ X ]
---------------------------------------------------------------------
(13) PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
6.6%
---------------------------------------------------------------------
(14) TYPE OF REPORTING PERSON*
IN
---------------------------------------------------------------------
*SEE INSTRUCTIONS BEFORE FILLING OUT!
<PAGE> 5
CUSIP NO. 879102101 13D PAGE 5 OF 17 PAGES
--------------------- -------- --------
(1) NAMES OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
William M. Rychel
---------------------------------------------------------------------
(2) CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) [ X ]
(b) [ ]
---------------------------------------------------------------------
(3) SEC USE ONLY
---------------------------------------------------------------------
(4) SOURCE OF FUNDS*
00
---------------------------------------------------------------------
(5) CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS [ ]
IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e)
---------------------------------------------------------------------
(6) CITIZENSHIP OR PLACE OF ORGANIZATION
U.S.A.
---------------------------------------------------------------------
(7) SOLE VOTING POWER
NUMBER OF 1,191,800
SHARES --------------------------------------------------------
BENEFICIALLY (8) SHARED VOTING POWER
OWNED BY 694,199
EACH --------------------------------------------------------
REPORTING (9) SOLE DISPOSITIVE POWER
PERSON WITH 1,191,800
--------------------------------------------------------
(10) SHARED DISPOSITIVE POWER
--------------------------------------------------------
(11) AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,209,908
---------------------------------------------------------------------
(12) CHECK BOX IF AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
SHARES* [ X ]
---------------------------------------------------------------------
(13) PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
19.1%
---------------------------------------------------------------------
(14) TYPE OF REPORTING PERSON*
IN
---------------------------------------------------------------------
*SEE INSTRUCTIONS BEFORE FILLING OUT!
5
<PAGE> 6
CUSIP NO. 879102101 13D PAGE 6 OF 17 PAGES
--------------------- -------- --------
(1) NAMES OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
Rosa Sabato
---------------------------------------------------------------------
(2) CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) [ X ]
(b) [ ]
---------------------------------------------------------------------
(3) SEC USE ONLY
---------------------------------------------------------------------
(4) SOURCE OF FUNDS*
00
---------------------------------------------------------------------
(5) CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS [ ]
IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e)
---------------------------------------------------------------------
(6) CITIZENSHIP OR PLACE OF ORGANIZATION
U.S.A.
---------------------------------------------------------------------
(7) SOLE VOTING POWER
NUMBER OF
SHARES --------------------------------------------------------
BENEFICIALLY (8) SHARED VOTING POWER
OWNED BY 4,250
EACH --------------------------------------------------------
REPORTING (9) SOLE DISPOSITIVE POWER
PERSON WITH 4,250
--------------------------------------------------------
(10) SHARED DISPOSITIVE POWER
--------------------------------------------------------
(11) AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
4,250
---------------------------------------------------------------------
(12) CHECK BOX IF AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
SHARES* [ X ]
---------------------------------------------------------------------
(13) PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
0.06%
---------------------------------------------------------------------
(14) TYPE OF REPORTING PERSON*
IN
---------------------------------------------------------------------
*SEE INSTRUCTIONS BEFORE FILLING OUT!
6
<PAGE> 7
CUSIP NO. 879102101 13D PAGE 7 OF 17 PAGES
--------------------- -------- --------
(1) NAMES OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
Martyn L. Cooper
---------------------------------------------------------------------
(2) CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) [ X ]
(b) [ ]
---------------------------------------------------------------------
(3) SEC USE ONLY
---------------------------------------------------------------------
(4) SOURCE OF FUNDS*
00
---------------------------------------------------------------------
(5) CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS [ ]
IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e)
---------------------------------------------------------------------
(6) CITIZENSHIP OR PLACE OF ORGANIZATION
U.S.A.
---------------------------------------------------------------------
(7) SOLE VOTING POWER
NUMBER OF
SHARES --------------------------------------------------------
BENEFICIALLY (8) SHARED VOTING POWER
OWNED BY 69,500
EACH --------------------------------------------------------
REPORTING (9) SOLE DISPOSITIVE POWER
PERSON WITH 69,500
--------------------------------------------------------
(10) SHARED DISPOSITIVE POWER
--------------------------------------------------------
(11) AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
69,500
---------------------------------------------------------------------
(12) CHECK BOX IF AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
SHARES* [ X ]
---------------------------------------------------------------------
(13) PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
1.1%
---------------------------------------------------------------------
(14) TYPE OF REPORTING PERSON*
IN
---------------------------------------------------------------------
*SEE INSTRUCTIONS BEFORE FILLING OUT!
7
<PAGE> 8
CUSIP NO. 879102101 13D PAGE 8 OF 17 PAGES
--------------------- -------- --------
(1) NAMES OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
J. Thomas Woolsey
---------------------------------------------------------------------
(2) CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) [ X ]
(b) [ ]
---------------------------------------------------------------------
(3) SEC USE ONLY
---------------------------------------------------------------------
(4) SOURCE OF FUNDS*
00
---------------------------------------------------------------------
(5) CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS [ ]
IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e)
---------------------------------------------------------------------
(6) CITIZENSHIP OR PLACE OF ORGANIZATION
U.S.A.
---------------------------------------------------------------------
(7) SOLE VOTING POWER
NUMBER OF
SHARES --------------------------------------------------------
BENEFICIALLY (8) SHARED VOTING POWER
OWNED BY 132,167
EACH --------------------------------------------------------
REPORTING (9) SOLE DISPOSITIVE POWER
PERSON WITH 132,167
--------------------------------------------------------
(10) SHARED DISPOSITIVE POWER
--------------------------------------------------------
(11) AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
132,167
---------------------------------------------------------------------
(12) CHECK BOX IF AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
SHARES* [ X ]
---------------------------------------------------------------------
(13) PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
2.1%
---------------------------------------------------------------------
(14) TYPE OF REPORTING PERSON*
IN
---------------------------------------------------------------------
*SEE INSTRUCTIONS BEFORE FILLING OUT!
8
<PAGE> 9
CUSIP No. 879102101 Page 9 of 17
ITEM 1. SECURITY AND ISSUER
This Amendment No. 2 to Schedule 13D (the "Amendment") relates to the
Class A Common Stock, par value $.001 (the "Class A Stock") of Tekgraf, Inc.
(the "Issuer"), the principal executive offices of which are located at 980
Corporate Woods Parkway, Vernon Hills, IL 60061.
This Amendment amends the Schedule 13D filed October 15, 1999, by
Beverly Nerenberg, A. Lowell Nerenberg, William M. Rychel, and Thomas A. Gust
and Amendment No. 1 filed January 14, 2000, filed by Beverly Nerenberg, A.
Lowell Nerenberg, William M. Rychel, Thomas A. Gust, Rosa Sabato, Martyn L.
Cooper, and J. Thomas Woolsey. The purpose of this Amendment is to report the
effect of the reclassification of Class B Common Stock par value $.001 ("Class
B Stock") into Class A Stock on a one-for-one basis which occurred January 21,
2000, pursuant to the filing of Restated Articles of Incorporation which were
approved by the Board of Directors and the shareholders of the Issuer.
ITEM 2. IDENTIFY AND BACKGROUND
This Amendment is filed by (i) Beverly Nerenberg, who is employed by
BL Associates, an internet-based business selling consumer products over the
internet, located at 17513 Sir Galahad Way, Ashton, MD 20861; (ii) A. Lowell
Nerenberg, who is also employed by BL Associates, located at 17513 Sir Galahad
Way, Ashton, MD 20861; (iii) William M. Rychel, who is the Interim Chief
Executive Officer of Tekgraf, Inc., his office being located at 980 Corporate
Woods Parkway, Vernon Hills, IL 60061; (iv) Thomas A. Gust, who is employed by
GB marketing, an independent manufacturers representative specializing in
computer products, located at 200 North Fairway Drive, Suite 202, Vernon Hills,
IL 60061; (v) Rosa Sabato, who resides at 43 Balmiere Parkway, Cranford, NJ
07016; (vi) Martyn L. Cooper, who is Chief Operations Officer of the Issuer,
his office being located at 7621 Portwest, Suite 100, Houston TX 77024; and
(vii) J. Thomas Woolsey, who is Chief Information Officer of the Issuer, his
office being located at 645 Hembree Parkway, Suite J, Roswell, GA 30076
(collectively, the "Shareholders").
During the last five years, to the best of their knowledge, none of
the Shareholders have been (i) convicted in a criminal proceeding (excluding
traffic violations or similar misdemeanors) or (ii) a party to a civil
proceeding or 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 activities subject
to, federal or state securities laws or finding any violation of such laws. All
reporting persons are citizens of the U.S.A.
9
<PAGE> 10
CUSIP No. 879102101 Page 10 of 17
ITEM 3. SOURCE AND AMOUNT OF FUNDS AND OTHER CONSIDERATION
As noted in Item 4 below, the Shareholders have filed this Amendment
because the reclassification of Class B Stock into Class A Stock has changed
the number of shares beneficially owned and the percentage of Class A Stock
held by the Shareholders individually and in the aggregate. More specifically,
on January 21, 2000, all of the shares of Class B Stock were converted by
operation of law into shares of Class A Stock on a one-for-one basis thereby
increasing the number of shares of Class A Stock owned by the Shareholders. No
other acquisition or disposition is reported on this Amendment, thus, no
information is provided as to the source and amount of funds and other
consideration.
ITEM 4. PURPOSE OF TRANSACTION
The only reason the Shareholders filed the Schedule 13D and Amendment
No. 1 was because they agreed to act together for the purpose of acquiring
additional Class A Stock, as follows. Each Shareholder owned Class A Stock
and/or Class B Stock of the Issuer. Holders of the Class B Stock had five votes
per share as compared to one vote per share for the holders of Class A Stock.
Otherwise, the Class B Stock was identical to the Class A Stock, and the Class
B Stock was convertible into Class A Stock on a one-to-one basis.
Management of the Issuer recommended to the shareholders of the Issuer
for their approval the reclassification of the Class B Stock into Class A Stock
on a one-for-one basis and related amendments to the articles of incorporation
(the "Reclassification"). Each Shareholder other than Mr. Cooper and Mr.
Woolsey executed voting agreements whereby each agreed to vote his or her Class
A Stock and Class B Stock in favor of the Reclassification if presented at a
shareholders' meeting. Messrs. Cooper and Woolsey executed voting agreements
whereby they agreed to vote their shares in favor of every matter recommended
by the Issuer's Board of Directors (which included the Reclassification since
the Reclassification was approved by such Board).
Under Rule 13d-5(b)(1), two or more persons are deemed to have
acquired the beneficial ownership of all the equity securities beneficially
owned by each person as of the date of an agreement to act together for the
purpose of acquiring, holding, voting, or disposing of equity securities of an
issuer. Thus, each of the Shareholders were deemed to have acquired the
beneficial ownership of each other's Class A Stock. Each of the Shareholders
has always intended to hold all of his or her shares of Class A Stock for
investment purposes.
The Reclassification was approved at a special meeting of the
shareholders of the Issuer held on January 21, 2000. On January 21, 2000, the
shares of Class B Stock were converted by operation of law into shares of Class
A Stock on a one-for-one basis upon the filing of Restated Articles of
Incorporation with the Secretary of State of Georgia. There are now 6,328,331
shares of Class A Common Stock outstanding. The Shareholders have filed this
Amendment to report the effect of the Reclassification on the number of Class A
shares beneficially owned and the percentage held of Class A Stock by each of
the Shareholders individually and in the aggregate.
10
<PAGE> 11
as at
CUSIP No. 879102101 Page 11 of 17
ITEM 5. INTEREST IN THE SECURITIES OF THE ISSUER
(a) As noted in Item 4 above, the only reason the Shareholders have
filed the Schedule 13D, Amendment No. 1, and this Amendment is because of their
various agreements to vote their shares as described therein, and under Rule
13d-5(b)(1) each Shareholder may have been therefore deemed to have acquired
the beneficial ownership of all the equity securities beneficially owned by
each other Shareholder. This Amendment reports the effect of the
reclassification of the Class B Stock into Class A Stock and its effects on the
individual and aggregate number of shares of Class A Stock beneficially owned
and percentage held by the Shareholders. Thus, the aggregate number of shares
of Class A Stock beneficially owned by the each member of the group is
1,958,431, approximately 30.9% of the Class A Stock.
(b) While the Shareholders are deemed to have beneficial ownership of
each other's shares of Class A Stock under Rule 13d-5(b)(1), each reporting
person individually beneficially owns the following amounts of shares.
(1) Beverly Nerenberg and A. Lowell Nerenberg have shared voting
and disposition power with respect to 89,549 shares of Class
A Stock. The Nerenbergs share the voting power of these
shares with Mr. Rychel pursuant to the agreements described
in Item 5(c). The Nerenbergs also have 36,216 shares of Class
A Stock pursuant to an escrow agreement whereby a shareholder
representative has the sole power to direct the voting of
such shares. Thus, the Nerenbergs have beneficial ownership
of 125,765 shares of Class A Stock, or approximately 2.0% of
the outstanding shares of Class A Stock.
(2) William M. Rychel has sole voting and disposition power with
respect to 1,191,800 shares of Class A Stock. Mr. Rychel also
has 18,108 shares of Class A Stock pursuant to an escrow
agreement whereby a shareholder representative has the sole
power to direct the voting of such shares. Thus, Mr. Rychel
beneficially owns 1,209,908 shares of Class A Stock, or
approximately 19.1% of the outstanding shares of Class A
Stock. Mr. Rychel currently owns or has the power to vote
1,885,999 shares of Class A Stock (29.8% of outstanding)
pursuant to the agreements described in Item 5(c).
(3) Thomas A. Gust has shared voting and sole disposition power
with respect to 398,733 shares of Class A Stock. Mr. Gust
shares the voting power of these shares with Mr. Rychel
pursuant to the voting agreement described in Item 5(c). Mr.
Gust also has 18,108 shares of Class A Stock pursuant to an
escrow agreement whereby a shareholder representative has the
sole power to direct the voting of such shares.
11
<PAGE> 12
CUSIP No. 879102101 Page 12 of 17
Thus, Mr. Gust beneficially owns 416,841 shares of Class A
Stock, or approximately 6.6% of the outstanding shares of
Class A Stock.
(4) Rosa Sabato has shared voting and sole disposition power with
respect to 4,250 shares of Class A Stock. Thus, Ms. Sabato
beneficially owns 4,250 shares of Class A Stock, or
approximately 0.06% of the outstanding shares of Class A
Stock. Mr. Sabato shares the voting power of her shares with
Mr. Rychel pursuant to the voting agreement described in Item
5(c).
(5) Martyn L. Cooper has shared voting and disposition power with
respect to 69,500 shares of Class A Stock (includes 55,600
shares previously held in escrow which Mr. Rychel has the
right to purchase pursuant to the agreement described in Item
5(c)). Thus, Mr. Cooper beneficially owns 69,500 shares of
Class A Stock, or approximately 1.1% of the outstanding
shares of Class A Stock. Mr. Cooper shares the voting power
of 69,500 shares of his Class A Stock with Mr. Rychel
pursuant to the agreement described in Item 5(c).
(6) J. Thomas Woolsey has shared voting and disposition power
with respect to 132,167 shares of Class A Stock (includes
105,733 shares previously held in escrow which Mr. Rychel has
the right to purchase pursuant to the agreement described in
Item 5(c)). Thus, Mr. Woolsey beneficially owns 132,167
shares of Class A Stock, or approximately 2.1% of the
outstanding shares of Class A Stock. Mr. Woolsey shares the
voting power of 132,167 shares of his Class A Stock with Mr.
Rychel pursuant to the agreement described in Item 5(c).
Under Rule 13d-4 of the Securities Exchange Act of 1934, each of the
Shareholders expressly disclaims beneficial ownership of any of the other
Shareholders' Class A Stock, except that Mr. and Mrs. Nerenberg state that they
share beneficial ownership of the Class A Stock held by each other.
(c) As described in more detail in Amendment No. 1 filed January 14,
2000, Mr. Rychel purchased a total of 685,816 shares of Class B Stock and
121,167 shares of Class A Stock on December 3, 1999, and agreed to purchase an
additional 161,333 shares of Class B Stock from certain persons. All of such
transactions were effected between holders of Class B Stock and by means of
private agreements.
In addition, each Shareholder other than Messrs. Cooper and Woolsey
executed a voting agreement with Mr. Rychel whereby each appointed Mr. Rychel
his or her proxy allowing Mr. Rychel to vote the shares in favor of the
Reclassification if presented at a shareholders' meeting. Messrs. Cooper and
Woolsey each executed a voting agreement which
12
<PAGE> 13
CUSIP No. 879102101 Page 13 of 17
appointed Mr. Rychel his proxy with respect to his shares, thereby allowing Mr.
Rychel to vote Messrs. Cooper and Woolsey's shares of Class B Stock in favor of
every matter recommended by the Issuer's board of directors, including any
amendment to the Issuer's articles of incorporation (which included the
Reclassification since it was approved by such Board). The voting agreements
were filed as exhibits to Amendment No. 1.
(d) Not applicable.
(e) Not applicable.
ITEM 6. CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR RELATIONSHIPS WITH RESPECT
TO SECURITIES OF THE ISSUER.
As noted in Item 3 and Item 5(c) and reported in Amendment No. 1, Mr.
Rychel acquired the right to vote certain shares of Class A Stock and Class B
Stock in favor of the Reclassification pursuant to agreements with each of the
Shareholders. Such voting agreements have not been terminated. This Amendment
is only filed to report the changes in the number of shares of Class A Stock
beneficially owned and the percentage of Class A Stock held by each of the
Shareholders individually and in the aggregate.
As described in Amendment No. 1 (Item 3), the Issuer and Mr. Rychel
executed a Loan Agreement, a Stock Pledge Agreement, and a Collateral Assignment
in order to allow Mr. Rychel to purchase enough shares of Class B Stock to
ensure the approval of the Reclassification. In the event of default under the
Loan Agreement, Stock Pledge Agreement, or the Promissory Note, attached on
Exhibits 8-10, the Issuer shall be entitled (i) to transfer all or any part of
the pledged shares into the Issuer's name or the name of its nominee or
nominees; (ii) to vote all or any part of the pledged shares (whether or not
transferred into the name of the Issuer) and give all consents, waivers and
ratifications in respect of the pledged shares; and (iii) to cause the purchases
of the Delayed Shares under the voting agreements with Messrs. Cooper and
Woolsey to be completed by Mr. Rychel.
A. Lowell Nerenberg, William M. Rychel, and Thomas A. Gust have an
aggregate of 72,432 shares of Class A Stock (the "Escrow Shares") that are
being held in escrow pursuant to, and that will be released in accordance with,
the terms of: (i) an Escrow Agreement by and among the Issuer, Tekgraf Sub III,
Inc. ("Sub"), New England Computer Graphics, Inc. ("NECG"), David Boston, A.
Lowell Nerenberg, William Rychel, Thomas Gust, Scott Barker, Robert Shumaker
and Thomas Mills (the "Company Shareholders"), David Boston (the "Shareholder
Representative") and First Union National Bank (the "Escrow Agreement"); and
(ii) a Pledge, Security and Escrow Agreement by and among the Issuer, Sub,
NECG, the Company Shareholders, David Boston (the "Indemnification
Representative") and First Union National Bank (the "Pledge Agreement,"
together with the Escrow Agreement, the "Escrow Agreements"). According to the
Escrow Agreement, the Shareholder Representative has the
13
<PAGE> 14
CUSIP No. 879102101 Page 14 of 17
authority to direct the voting of the Escrow Shares. The Escrow Shares may not
be transferred or assigned unless by operation of law.
ITEM 7. MATERIAL TO BE FILED AS EXHIBITS
Exhibit 1. Copy of written agreement relating to the filing of
joint acquisition statement as required by Rule
13d-1(k).*
Exhibit 2. Copy of the Agreement between Beverly Nerenberg and
William M. Rychel, dated as of December 1, 1999.*
Exhibit 3. Copy of the Agreement between A. Lowell Nerenberg and
William M. Rychel, dated as of December 1, 1999.*
Exhibit 4. Copy of the Agreement between Rosa Sabato and William
M. Rychel, dated as of December 1,1999.*
Exhibit 5. Copy of the Agreement between Martyn L. Cooper and
William M. Rychel, dated as of December 1, 1999.*
Exhibit 6. Copy of the Agreement between J. Thomas Woolsey and
William M. Rychel, dated as of December 1, 1999.*
Exhibit 7. Copy of the Shareholder Voting Agreement between
Thomas A. Gust and William M. Rychel, dated as of
November 1, 1999.*
Exhibit 8. Copy of the Loan Agreement by and between William M.
Rychel and Tekgraf, Inc., dated as of December 1, 1999.*
Exhibit 9. Copy of the Promissory Note between William M. Rychel
and Tekgraf, Inc., dated December 1, 1999.*
Exhibit 10. Copy of the Stock Pledge Agreement by and between
William M. Rychel and Tekgraf, Inc., dated as of December
1, 1999.*
Exhibit 11. Copy of the Collateral Assignment by and between
William M. Rychel and Tekgraf, Inc., dated as of December
1, 1999.*
14
<PAGE> 15
CUSIP No. 879102101 Page 15 of 17
Exhibit 12. Copy of the Escrow Agreement by and among the Issuer,
Tekgraf Sub III, Inc., New England Computer Graphics,
Inc., David Boston, A. Lowell Nerenberg, William Rychel,
Thomas Gust, Scott Barker, Robert Shumaker and Thomas
Mills, David Boston (the "Shareholder Representative")
and First Union National Bank.*
Exhibit 13. Copy of the Pledge, Security and Escrow Agreement by
and among the Issuer, Tekgraf Sub III, Inc., New England
Computer Graphics, Inc., David Boston, A. Lowell
Nerenberg, William Rychel, Thomas Gust, Scott Barker,
Robert Shumaker and Thomas Mills, David Boston, David
Boston (the "Indemnification Representative") and First
Union National Bank.*
* Previously filed as an exhibit to the Schedule 13D Amendment No. 1,
filed January 14, 2000, and incorporated herein by reference.
This Amendment No. 2 may be executed in any number of counterparts all
of which taken together shall constitute one and the same instrument.
[SIGNATURES ON FOLLOWING PAGE]
15
<PAGE> 16
CUSIP No. 879102101 Page 16 of 17
SIGNATURES
After reasonable inquiry and to the best of my knowledge and belief, I
certify that the information set forth in this Amendment is true, complete and
correct.
Dated: February 7, 2000 /S/ Beverly Nerenberg
----------------------------
BEVERLY NERENBERG
Dated: February 7, 2000 /S/ A. Lowell Nerenberg
----------------------------
A. LOWELL NERENBERG
Dated: February 7, 2000 /S/ William M. Rychel
----------------------------
WILLIAM M. RYCHEL
Dated: February 7, 2000 /S/ Thomas A. Gust
----------------------------
THOMAS A. GUST
[SIGNATURES CONTINUED ON FOLLOWING PAGE]
16
<PAGE> 17
CUSIP No. 879102101 Page 17 of 17
[SIGNATURES CONTINUED FROM PREVIOUS PAGE]
Dated: February 3, 2000 /S/ Rosa Sabato
----------------------------
ROSA SABATO
Dated: February 9, 2000 /S/ Martyn L. Cooper
----------------------------
MARTYN L. COOPER
Dated: February 2, 2000 /S/ J. Thomas Woolsey
----------------------------
J. THOMAS WOOLSEY
17
