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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 13D
UNDER THE SECURITIES EXCHANGE ACT OF 1934
(Amendment No. ____)
LUMINANT WORLDWIDE CORPORATION
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(Name of Issuer)
COMMON STOCK, $.01 PAR VALUE
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(Title of Class of Securities)
550260 10 3
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(CUSIP Number)
John B. Watkins, Esquire James R. Corey, President
Wilmer, Cutler & Pickering Luminant Worldwide Corporation
2445 M Street, N.W. 4100 Spring Valley Road, Suite 750
Washington, D.C. 20037 Dallas, Texas 75244
(202) 663-6000 (972) 404-5167
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(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)
September 21, 1999
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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 that is the subject of this Schedule 13D, and is
filing this schedule because of Rule 13d-1(e), Rule 13d-1(f) or Rule
13d-1(g), check the following box / /
NOTE: Schedules filed in paper format shall include a signed original and
five copies of the schedule, including all exhibits. See Rule 13d-7 for other
parties to whom copies are to be sent.
*The remainder of this cover page shall be filled out for a reporting
person's initial filing on this form with respect to the subject class of
securities, and for any subsequent amendment containing information which
would alter disclosures provided in a prior cover page.
The information required on the remainder of this cover page shall not be
deemed to be "filed" for the purpose of Section 18 of the Securities Exchange
Act of 1934 ("Act") or otherwise subject to the liabilities of that section
of the Act but shall be subject to all other provisions of the Act (however,
see the Notes).
(Continued on following pages)
Page 1 of 7 Pages
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SCHEDULE 13D
CUSIP No. 550260 10 3 Page 2 of 7 Pages
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(1) Names of Reporting Persons. S.S. or I.R.S. Identification Nos. of Above
Persons
James R. Corey
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(2) Check the Appropriate Box if a Member (a) /X/
of a Group* (b) / /
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(3) SEC Use Only
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(4) Source of Funds*
00
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(5) Check 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
United States of America
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Number of Shares (7) Sole Voting Power
Beneficially Owned 1,695,897
by Each Reporting --------------------------------------------------
Person With (8) Shared Voting Power
0
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(9) Sole Dispositive Power
1,695,897
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(10) Shared Dispositive Power
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(11) Aggregate Amount Beneficially Owned by Each Reporting Person
1,695,897
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(12) Check if the Aggregate Amount in Row (11) Excludes Certain Shares* / /
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(13) Percent of Class Represented by Amount in Row (11)
7.1%
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(14) Type of Reporting Person*
IN
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*SEE INSTRUCTION BEFORE FILLING OUT!
INCLUDE BOTH SIDES OF THE COVER PAGE, RESPONSES TO ITEMS 1-7
(INCLUDING EXHIBITS) OF THE SCHEDULE, AND THE SIGNATURE ATTESTATION.
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SCHEDULE 13D
CUSIP No. 550260 10 3 Page 3 of 7 Pages
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(1) Names of Reporting Persons. S.S. or I.R.S. Identification Nos. of Above
Persons
James R. Corey GRAT dated July 9, 1999
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(2) Check the Appropriate Box if a Member (a) /X/
of a Group* (b) / /
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(3) SEC Use Only
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(4) Source of Funds*
00
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(5) Check 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
Virginia
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Number of Shares (7) Sole Voting Power
Beneficially Owned 1,271,923
by Each Reporting --------------------------------------------------
Person With (8) Shared Voting Power
0
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(9) Sole Dispositive Power
1,271.923
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(10) Shared Dispositive Power
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(11) Aggregate Amount Beneficially Owned by Each Reporting Person
1,271,923
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(12) Check if the Aggregate Amount in Row (11) Excludes Certain Shares* / /
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(13) Percent of Class Represented by Amount in Row (11)
5.3%
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(14) Type of Reporting Person*
OO
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*SEE INSTRUCTION BEFORE FILLING OUT!
INCLUDE BOTH SIDES OF THE COVER PAGE, RESPONSES TO ITEMS 1-7
(INCLUDING EXHIBITS) OF THE SCHEDULE, AND THE SIGNATURE ATTESTATION.
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SCHEDULE 13D (CONTINUED) PAGE 4 OF 7 PAGES
Item 1. Security and Issuer.
This statement on Schedule 13D (this "Statement") relates to the
Common Stock, par value $.01 per share (the "Common Stock") of Luminant
Worldwide Corporation, a Delaware corporation (the "Company"). The principal
executive offices of the Company are located at 4100 Spring Valley Road,
Suite 750, Dallas, Texas 75244.
Item 2. Identity and Background.
The names of the persons filing this Statement are James R. Corey
and the James Corey GRAT dated July 9, 1999, a trust formed under the laws of
the State of Virginia (the "Trust"). The residence of Mr. Corey and the
principal office and place of business of the Trust is 694 Rossmore Court,
Great Falls, Virginia. Mr. Corey is the President and a director of the
Company.
During the last five years, neither Mr. Corey nor the Trust have
been convicted in a criminal proceeding (excluding traffic violations or
similar misdemeanors).
During the last five years, neither Mr. Corey nor the Trust have
been a party to a civil proceeding of a judicial or administrative body of
competent jurisdiction where the result of such proceeding was the imposition
of 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.
Mr. Corey is a citizen of the United States of America.
Item 3. Source and Amount of Funds or Other Consideration
As described in further detail in Item 4, Mr. Corey and the Trust
acquired the shares of Common Stock of the Company in exchange for Mr.
Corey's and the Trust's respective membership interests in Potomac Partners
Management Consulting LLC ("Potomac"), a limited liability company which was
acquired by the Company.
Item 4. Purpose of Transaction.
On June 1, 1999, Mr. Corey and the other members of Potomac entered
into an agreement (as amended, the "Acquisition Agreement") whereby Potomac
would be merged with and into a wholly-owned subsidiary of the Company and
the members of Potomac would receive a combination of cash and shares of
Company Common Stock in exchange for their membership interests in Potomac.
Pursuant to the Acquisition Agreement, Mr. Corey on September 21, 1999
received an aggregate of approximately $1,404,151 in cash and 423,974 shares
of Company Common Stock at a price per share of $18.00 in exchange for his
membership interest in Potomac, and the Trust, of which Mr. Corey is the sole
trustee, received an aggregate of approximately $4,212,460 in cash and
1,271,923 shares of Company Common Stock at a price per share of $18.00 in
exchange for its membership interest in Potomac.
Under the terms of the Acquisition Agreement, the former members of
Potomac are eligible to receive additional, contingent consideration from the
Company depending upon the financial performance of the Company and the
amount of revenues received by the Company from a certain client. Mr. Corey
is eligible to receive up to a maximum of approximately $6,988,696 worth of
contingent consideration, and the Trust is eligible to receive up to a
maximum of approximately $20,960,100 worth of contingent consideration. The
contingent consideration may be paid in Common Stock and/or cash, at the
discretion of the Company, provided that at least 50% of any such contingent
consideration must be paid in Common Stock.
Pursuant to the terms of the Acquisition Agreement, Mr. Corey was
appointed a director of the Company on September 21, 1999. Pursuant to the
terms of an employment agreement entered into between the Company and Mr.
Corey on September 21, 1999, Mr. Corey was appointed President of the Company.
As described in Item 6 below, Mr. Corey and the Trust each have
registration rights regarding the shares of Common Stock owned by each and
shares of Common Stock which may be issued to each as contingent
consideration. Mr. Corey and the Trust may sell some or all of the shares of
Common Stock in privately negotiated transactions, on the market or otherwise.
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SCHEDULE 13D (CONTINUED) PAGE 5 OF 7 PAGES
Other than as set forth above and in Item 6, Mr. Corey and the Trust
have no plans of the type identified in Item 4 of Schedule 13D.
Item 5. Interest in Securities of the Issuer.
(a) Mr. Corey is deemed to beneficially own an aggregate of
1,695,897 shares of Common Stock, constituting 7.1% of the shares of Common
Stock outstanding. The Trust beneficially owns 1,271,923 shares of Common
Stock, constituting 5.3% of the shares of Common Stock outstanding.
(b) Mr. Corey as trustee has voting and dispositive power over the
1,271,923 shares of Common Stock owned of record by the Trust. If and when
additional shares of Common Stock are issued to the Trust as contingent
consideration, Mr. Corey as trustee will have voting and dispositive power
over the shares of Common Stock issued as contingent consideration. In
addition, Mr. Corey as grantor of the Trust has the power during the term of
the Trust to withdraw any assets of the Trust (including shares of Common
Stock) and substitute therefor assets of equal value. Mr. Corey has sole
voting and dispositive power with respect to the 423,974 shares of Common
Stock which he owns of record.
(c) Except as described in Item 4 above, there have been no
transactions of shares of Common Stock effected within the past 60 days by
Mr. Corey or the Trust.
(d) The Trust has the right to receive dividends from, and proceeds
from the sale of, the 1,271,923 shares of Common Stock held by the Trust.
Item 6. Contracts, Arrangements, Understandings or Relationships with
Respect to Securities of the Issuer.
Pursuant to the Acquisition Agreement, Mr. Corey and the Trust have
certain registration rights with respect to the shares of Common Stock owned
by each or which may be issued to each as contingent consideration. The
Acquisition Agreement provides that Mr. Corey, the Trust and the other former
members of Potomac may cause the Company to register the shares of Common
Stock that such persons hold or receive as contingent consideration, whenever
the Company proposes to register any shares of Common Stock for its own or
another's account under the Securities Act of 1933 for a public offering,
other than (1) any shelf registration of shares of Common Stock to be used as
consideration for acquisitions of additional businesses, (2) registrations
relating to employee benefit plans, and (3) registrations relating to rights
offerings made to the Company's stockholders. The Acquisition Agreement also
contains provisions relating to obligations of the Company, registration
expenses, indemnifications and certain other matters. The foregoing
description of the Acquisition Agreement is qualified in its entirety by
reference to such agreement, which is attached hereto as Exhibit A.
In connection with the initial public offering of the Company, Mr.
Corey agreed that, without the consent of Deutsche Banc Securities Inc., as
representative of the several underwriters for the initial public offering,
he would not sell or otherwise dispose of any shares of Common Stock owned by
him of record or beneficially, or as to which he has the power to control
disposition, for a period of 180 days following the effectiveness of the
Company's registration statement.
The disclosure set forth in Item 4 is hereby incorporated by
reference.
Item 7. Material to Be Filed as Exhibits
Exhibit 1 is the Agreement and Plan of Reorganization by and among
Clarant, Inc., Potomac Partners Acquisition LLC, Potomac Partners Management
Consulting, LLC and the Members named therein, dated as of June 1, 1999, as
amended (incorporated herein by reference from Exhibit 10.9 to Amendment No.
1 to the Registration Statement on Form S-1 filed by Luminant Worldwide
Corporation on July 26, 1999 (SEC File No. 333-80161), and from Exhibit 10.24
to Amendment No. 7 to the Registration Statement on Form S-1 filed by
Luminant Worldwide Corporation on September 14, 1999 (SEC File No.
333-80161)).
Exhibit 2 is the Lockup Letter executed by James R. Corey on
September 21, 1999.
Exhibit 3 is the Joint Filing Agreement between James R. Corey and the
James Corey GRAT dated July 9, 1999, dated September 30, 1999.
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SCHEDULE 13D (CONTINUED) PAGE 6 OF 7 PAGES
SIGNATURES
After reasonable inquiry and to the best of our knowledge and
belief, the undersigned certify that the information set forth in this
statement is true, complete and correct.
Dated: September 30, 1999
/s/ James R. Corey
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James R. Corey
James Corey GRAT dated July 9, 1999
By: /s/ James R. Corey
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Name: James R. Corey
Title: Trustee
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SCHEDULE 13D (CONTINUED) PAGE 7 OF 7 PAGES
EXHIBIT INDEX
Exhibit 1 Agreement and Plan of Reorganization by and among Clarant, Inc.,
Potomac Partners Acquisition LLC, Potomac Partners Management
Consulting, LLC and the Members named therein, dated as of June 1,
1999, as amended (incorporated herein by reference from Exhibit
10.9 to Amendment No. 1 to the Registration Statement on Form S-1
filed by Luminant Worldwide Corporation on July 26, 1999 (SEC
File No. 333-80161), and from Exhibit 10.24 to Amendment No. 7 to
the Registration Statement on Form S-1 filed by Luminant Worldwide
Corporation on September 14, 1999 (SEC File No. 333-80161)).
Exhibit 2 Lockup Letter executed by James R. Corey, dated September 21, 1999.
Exhibit 3 Joint Filing Agreement between James R. Corey and the James Corey
GRAT dated July 9, 1999, dated September 30, 1999.
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Exhibit 99.2
EXHIBIT 2
September 21, 1999
Deutsche Bank Securities Inc.
Hambrecht & Quist LLC
SoundView Technology Group, Inc.
As Representatives of the
several Underwriters
c/o Deutsche Bank Securities Inc.
One South Street
Baltimore, Maryland 21202
Re: LUMINANT WORLDWIDE CORPORATION INITIAL PUBLIC OFFERING
I am an executive officer, director and/or shareholder of Luminant
Worldwide Corporation (the "Company"). I hereby agree and represent to you
that, without the prior written approval of Deutsche Banc Securities Inc., I
will not directly or indirectly make or cause any offering, sale, short sale,
hypothecation, pledge or other disposition of any shares of Common Stock or
any securities convertible into or exercisable or exchangeable for shares of
Common Stock or derivative of Common Stock of the Company which I own either
of record or beneficially, and of which I have the power to control the
disposition, other than gifts of shares of the Company's common stock if the
donee agrees in writing to be bound by the terms of this agreement, from this
date to a date 180 days after the effective date of the Registration
Statement, Form S-1 (File No. 333-81061) filed by the Company with the United
States Securities and Exchange Commission under the Securities Act of 1933,
as amended. Notwithstanding the foregoing, this agreement will not restrict
the exercise of options or warrants owned by me to purchase Common Stock of
the Company. I recognize that you and the Company are relying on my
representations and agreement contained hereby in entering into underwriting
arrangements with respect to the offering contemplated by such Registration
Statement, as amended.
Very truly yours,
/S/ JAMES R. COREY
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JAMES B. COREY
(print name)
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Exhibit 99.3
EXHIBIT 3
JOINT FILING AGREEMENT BETWEEN JAMES R. COREY
AND
THE JAMES COREY GRAT DATED JULY 9, 1999
WHEREAS, in accordance with Rule 13d-1(f) under the
Securities and Exchange Act of 1934 (the "Act"), only one joint Statement and
any amendments thereto need be filed whenever one or more persons are
required to file such a Statement or any amendments thereto pursuant to
Section 13(d) of the Act with respect to the same securities, provided that
said persons agree in writing that such Statement or any amendments thereto
is filed on behalf of each of them;
NOW, THEREFORE, the parties hereto agree as follows:
James R. Corey and the James Corey GRAT dated July 9, 1999
do hereby agree, in accordance with Rule 13d-1(f) under the Act, to file a
Schedule 13D and all amendments thereto relating to their ownership of Common
Stock of Luminant Worldwide Corporation, and do hereby further agree that
said Schedule 13D and all amendments thereto shall be filed on behalf of each
of them.
Dated: September 30, 1999
By: /S/ JAMES R. COREY
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James R. Corey
James Corey GRAT dated July 9, 1999
By: /S/ JAMES R. COREY
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Name: James R. Corey
Title: Trustee
