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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. 1)
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)
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John B. Watkins, Esquire James R. Corey, President and COO
Wilmer, Cutler & Pickering Luminant Worldwide Corporation
2445 M Street, N.W. 13737 Noel Road, Suite 1400
Washington, D.C. 20037 Dallas, Texas 75240-7367
(202) 663-6000 (972) 581-7000
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(Name, Address and Telephone Number of Person Authorized to Receive Notices and
Communications)
March 17, 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 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 9 Pages
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SCHEDULE 13D
CUSIP No. 550260 10 3 Page 2 of 9 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 OF A GROUP* (a) /X/
(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
SHARES 1,989,711
BENEFICIALLY ------------------------------------------------
OWNED BY 8 SHARED VOTING POWER
EACH 0
REPORTING ------------------------------------------------
PERSON 9 SOLE DISPOSITIVE POWER
WITH 1,989,711
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10 SHARED DISPOSITIVE
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11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,989,711
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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)
7.5%
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14 TYPE OF REPORTING PERSON*
IN
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*SEE INSTRUCTIONS 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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CUSIP No. 550260 10 3 Page 3 of 9 Pages
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1 NAMES OF REPORTING PERSONS.
S.S. OR I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS
James Corey GRAT dated July 9, 1999
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2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) /X/
(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
SHARES 1,492,283
BENEFICIALLY ------------------------------------------------
OWNED BY 8 SHARED VOTING POWER
EACH 0
REPORTING ------------------------------------------------
PERSON 9 SOLE DISPOSITIVE POWER
WITH 1,492,283
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10 SHARED DISPOSITIVE
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11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,492,283
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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)
5.7%
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14 TYPE OF REPORTING PERSON*
OO
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*SEE INSTRUCTIONS 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 9 PAGES
James R. Corey and the James R. Corey GRAT dated July 9, 1999 hereby amend and
supplement their statement on Schedule 13D filed on October 1, 1999 relating to
shares of the Common Stock, par value $.01 per share, of Luminant Worldwide
Corporation as set forth below.
Item 1. Security and Issuer.
Item 1 is hereby amended and restated in its entirety as follows:
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 13737 Noel Road, Suite 1400, Dallas, Texas
75240-7367.
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 Chief Operating Officer 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.
Item 4 is hereby amended and restated in its entirety as follows:
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 $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
$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 Potomac and of the Company
and on the amount of revenues received by the Company from contracts entered
into over a specific period with a certain client. Mr. Corey is eligible to
receive up to approximately $6,987,199 worth of contingent consideration, and
the Trust is eligible to receive up to approximately $20,961,597 worth of
contingent consideration, although Mr. Corey in his discretion may reallocate
among the former owners of Potomac the aggregate amounts of contingent
consideration payable to these former owners. The contingent consideration may
be paid in Common Stock and/or cash,
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SCHEDULE 13D (CONTINUED) PAGE 5 OF 9 PAGES
at the discretion of the Company, provided that at least 50% of any such
contingent consideration must be paid in Common Stock. The paragraphs below
desribe the amounts of contingent consideration that have been paid to Mr. Corey
and the Trust to date.
On March 14, 2000, Mr. Corey received as contingent consideration an
aggregate of 71,745 shares of Company Common Stock valued at approximately
$2,035,162 million, or $28.37 per share, based on the financial performance of
Potomac during the period from July 1, 1999 through December 31, 1999. In
addition, on May 10, 2000, Mr. Corey received as additional contingent
consideration an aggregate of 1,709 shares of Company Common Stock valued at
approximately $19,853, or $11.62 per share based on revenues received by the
Company from a certain client from contracts entered into between the Company
and such client between July 1, 1999 and December 31, 1999. The value of the
shares described in this paragraph is based on the average closing price of the
Company's stock during the thirty day period ending on the date immediately
prior to the date the shares were issued.
On March 14, 2000, the Trust received as contingent consideration an
aggregate of 215,234 shares of Company Common Stock valued at approximately
$6,105,486 million, or $28.37 per share, based on the financial performance of
Potomac during the period from July 1, 1999 through December 31, 1999. In
addition, on May 10, 2000, the Trust received as additional contingent
consideration an aggregate of 5,126 shares of Company Common Stock valued at
approximately $59,560, or $11.62 per share, based on revenues received by the
Company from a certain client from contracts entered into between the Company
and such client between July 1, 1999 and December 31, 1999. The value of the
shares described in this paragraph is based on the average closing price of the
Company's stock during the thirty day period ending on the date immediately
prior to the date the shares were issued.
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 and Chief Operating
Officer 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 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.
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.
Item 5 is hereby amended and restated in its entirety as follows:
(a) Mr. Corey is deemed to beneficially own an aggregate of 1,989,711
shares of Common Stock, constituting 7.5% of the shares of Common Stock
outstanding. The Trust beneficially owns 1,492,283 shares of Common Stock,
constituting 5.7% of the shares of Common Stock outstanding.
(b) Mr. Corey as trustee has voting and dispositive power over the
1,492,283 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 497,428 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 1,492,283 shares of Common Stock held by the Trust.
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SCHEDULE 13D (CONTINUED) PAGE 6 OF 9 PAGES
Item 6. Contracts, Arrangements, Understandings or Relationships with Respect
to Securities of the Issuer.
Item 6 is hereby amended and restated in its entirety as follows:
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. Under the terms of the Acquisition Agreement, Mr.
Corey and the Trust agreed that, without the consent of the Company, they would
not sell or otherwise dispose of any shares of Common Stock for one year
following the closing of the Company's acquisition of Potomac. The foregoing
description of the Acquisition Agreement is qualified in its entirety by
reference to such agreement, which is attached hereto as Exhibit A.
The disclosure set forth in Item 4 is hereby incorporated by reference.
Item 7. Material to Be Filed as Exhibits
Exhibit A 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 July 26, 1999 (SEC File No. 333-80161)).
Exhibit B 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 7 OF 9 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: May 22, 2000
/s/ James R. Corey
____________________
______________________________________
James R. Corey
James Corey GRAT dated July 9, 1999
By: /s/ James R. Corey
______________________________________
Name: James R. Corey
Title: Trustee
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SCHEDULE 13D (CONTINUED) PAGE 8 OF 9 PAGES
EXHIBIT INDEX
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Exhibit A 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 July 26, 1999 (SEC File No. 333-80161)).
Exhibit B 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 9 OF 9 PAGES
EXHIBIT B
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
____________________________
James R. Corey
James Corey GRAT dated July 9, 1999
By: /s/ James R. Corey
____________________________
Name: James R. Corey
Title: Trustee
