<PAGE>
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 13D
UNDER THE SECURITIES EXCHANGE ACT OF 1934
(Amendment No. 3)
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, CEO 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)
September 21, 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
<PAGE>
SCHEDULE 13D
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CUSIP NO. 550260 10 3 PAGE 2 OF 9 PAGES
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----------------------------- -----------------------
<TABLE>
<S> <C> <C>
--------------------------------------------------------------------------------------------------------------------------------
1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
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*
PF
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5 CHECK BOX 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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7 SOLE VOTING POWER
NUMBER OF 2,797,330
SHARES ----------------------------------------------------------------------------------------------------
BENEFICIALLY 8 SHARED VOTING POWER
OWNED BY 0
EACH ----------------------------------------------------------------------------------------------------
REPORTING 9 SOLE DISPOSITIVE POWER
PERSON 2,797,330
WITH ----------------------------------------------------------------------------------------------------
10 SHARED DISPOSITIVE POWER
--------------------------------------------------------------------------------------------------------------------------------
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
2,797,330
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12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES* |_|
--------------------------------------------------------------------------------------------------------------------------------
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
10.0%
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14 TYPE OF REPORTING PERSON*
IN
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</TABLE>
*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.
<PAGE>
SCHEDULE 13D (CONTINUED) PAGE 3 OF 9 PAGES
SCHEDULE 13D
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CUSIP NO. 550260 10 3 PAGE 3 OF 9 PAGES
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----------------------------- -----------------------
<TABLE>
<S> <C> <C>
--------------------------------------------------------------------------------------------------------------------------------
1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
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) [ ]
--------------------------------------------------------------------------------------------------------------------------------
3 SEC USE ONLY
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4 SOURCE OF FUNDS*
OO
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5 CHECK BOX 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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7 SOLE VOTING POWER
NUMBER OF 1,492,283
SHARES ----------------------------------------------------------------------------------------------------
BENEFICIALLY 8 SHARED VOTING POWER
OWNED BY 0
EACH ----------------------------------------------------------------------------------------------------
REPORTING 9 SOLE DISPOSITIVE POWER
PERSON 1,492,283
WITH ----------------------------------------------------------------------------------------------------
10 SHARED DISPOSITIVE POWER
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11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,492,283
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12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES* / /
--------------------------------------------------------------------------------------------------------------------------------
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
</TABLE>
<PAGE>
SCHEDULE 13D (CONTINUED) PAGE 4 OF 9 PAGES
<TABLE>
<S> <C> <C>
--------------------------------------------------------------------------------------------------------------------------------
5.5%
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14 TYPE OF REPORTING PERSON*
OO
--------------------------------------------------------------------------------------------------------------------------------
</TABLE>
*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.
<PAGE>
SCHEDULE 13D (CONTINUED) PAGE 5 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. Unless otherwise indicated, all capitalized
terms used herein but not defined herein shall have the same meaning as set
forth in the Schedule 13D.
Item 1. Security and Issuer
Item 1 is hereby amended and restated in its entirety as follows:
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, Chief Executive Officer 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
Mr. Corey used his personal funds to acquire the Debentures and
Warrants described below.
Item 4. Purpose of Transaction.
Item 4 is hereby amended to add the following additional disclosure:
On September 21, 2000, the Company entered into a convertible debenture
purchase agreement (the "Debenture and Warrant Purchase Agreement") with
Montrose Investments Ltd., Strong River Investments Inc. and Mr. Corey, pursuant
to which, among other terms, Mr. Corey acquired from the Company 6% convertible
debentures ("Debentures") in the aggregate principal amount of $2,000,000 and a
warrant ("Warrant") to purchase 183,150 shares of Company Common Stock at an
exercise price of $2.73 per share. The term of the Debentures is three years,
and they are convertible into an aggregate of 800,000 shares of Common Stock,
subject to adjustment for subsequent issuances of Common Stock at a price lower
than the conversion price, stock splits, stock dividends and similar
transactions. The 6% yield is payable in quarterly installments and may be paid
in cash or Common Stock at the election of the Company. The term of the Warrant
is five years. The exercise price of, and in some cases the number of shares of
Common Stock underlying, the Warrant will be adjusted for subsequent issuances
of Common Stock at a price lower than the exercise price, stock splits, stock
dividends and similar transactions. Mr. Corey acquired the Debentures and
Warrant for investment purposes.
Among other terms applicable to the Debentures and Warrant, Mr. Corey
cannot exercise or convert the Debentures or Warrant to the extent he and his
affiliates would, as a result of the exercise or conversion, own more than
9.999% of the then-outstanding shares of Common Stock. Mr. Corey may waive this
restriction, but only upon not less than 61 days prior notice to the Company. As
a result, the number of shares of Common Stock shown above as beneficially owned
by Mr. Corey only includes the number of shares of Common Stock underlying the
Debentures and Warrant that would not cause his beneficial ownership of Common
Stock to exceed 9.999% of the total number of
<PAGE>
SCHEDULE 13D (CONTINUED) PAGE 6 OF 9 PAGES
shares of Common Stock outstanding, determined as of October 15, 2000. The
number of shares of Common Stock shown above as beneficially owned by Mr. Corey
therefore excludes 177,531 shares underlying the Debentures and Warrants that
Mr. Corey would, but for the 9.999% restriction, have the right to acquire.
Mr. Corey may acquire shares of Common Stock by exercising part or all
of the Debentures and Warrant from time to time. In addition, Mr. Corey may sell
part or all of the Debentures, Warrant, and/or shares of Common Stock underlying
the Debentures and Warrant 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 2,797,330
shares of Common Stock, constituting 10.0% of the shares of Common Stock
outstanding as of October 15, 2000. The Trust beneficially owns 1,492,283 shares
of Common Stock, constituting 5.5% of the shares of Common Stock outstanding as
of October 15, 2000.
(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 balance of the shares of Common Stock
which he beneficially owns.
(c) Except as described in Item 4 above, there have been no
transactions of shares of Common Stock effected within 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.
Item 6. Contracts, Arrangements, Understandings or Relationships with Respect
to Securities of the Issuer.
Item 6 is hereby amended to add the following additional disclosure:
The descriptions of the Debenture and Warrant Purchase Agreement, the
Debentures and the Warrant are incorporated herein by reference to the Company's
Current Report on Form 8-K dated October 11, 2000. Such descriptions are
qualified in their entirety by reference to the Debenture and Warrant Purchase
Agreement, the Debentures and the Form of Warrant, which have previously been
incorporated by reference as exhibits to this Schedule 13D.
The disclosure set forth in Item 4 is hereby incorporated by reference.
Item 7. Material to Be Filed as Exhibits
Item 7 is hereby amended to add the following disclosure:
Exhibit 1 is the Joint Filing Agreement between James R. Corey and the
James Corey GRAT dated July 9, 1999, dated September 30, 1999.
<PAGE>
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: November 7, 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
<PAGE>
SCHEDULE 13D (CONTINUED) PAGE 8 OF 9 PAGES
EXHIBIT INDEX
<TABLE>
<S> <C>
Exhibit 1 Joint Filing Agreement between James R. Corey and the
James Corey GRAT dated July 9, 1999, dated September 30,
1999.
</TABLE>
<PAGE>
SCHEDULE 13D (CONTINUED) PAGE 9 OF 9 PAGES
EXHIBIT 1
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
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Name: James R. Corey
Title: Trustee
