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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. 4)
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)
December 8, 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
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CUSIP No. 550260 10 3 Page 2 of 9 Pages
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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
1,241,803
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NUMBER OF
SHARES 8 SHARED VOTING POWER
BENEFICIALLY 1,492,283
OWNED BY -----------------------------------------------------------
EACH
REPORTING 9 SOLE DISPOSITIVE POWER
PERSON 1,241,803
WITH -----------------------------------------------------------
10 SHARED DISPOSITIVE POWER
1,492,283
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11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
2,734,086
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12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES* / /
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13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
10.0% (rounded up from 9.999%)
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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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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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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) [ ]
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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
0
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NUMBER OF
SHARES 8 SHARED VOTING POWER
BENEFICIALLY 1,492,283
OWNED BY -----------------------------------------------------------
EACH
REPORTING 9 SOLE DISPOSITIVE POWER
PERSON 0
WITH -----------------------------------------------------------
10 SHARED DISPOSITIVE POWER
1,492,283
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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* / /
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13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
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SCHEDULE 13D (CONTINUED) PAGE 4 OF 9 PAGES
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5.5%
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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 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 3. Source and Amount of Funds or Other Consideration
Item 3 is hereby amended to add the following additional disclosure:
Mr. Corey used his personal funds to acquire the 569,254 shares of
Common Stock he purchased on December 8, 2000.
Item 4. Purpose of Transaction.
Item 4 is hereby amended to add the following additional disclosure:
Among other terms applicable to the Debentures and Warrant held by
Mr. Corey, Mr. Corey cannot exercise or convert the Debentures or Warrant
into Common Stock 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 shares of Common Stock outstanding,
determined as of October 31, 2000. The number of shares of Common Stock
shown above as beneficially owned by Mr. Corey therefore excludes 811,939
shares underlying the Debentures and Warrants that Mr. Corey would, but for
the 9.999% restriction, have the right to acquire.
On December 8, 2000, Mr. Corey purchased an aggregate of 569,254
shares of Common Stock in open market brokerage transactions at a price of
$.6875 per share, for an aggregate purchase price of approximately $391,362.
Mr. Corey acquired these shares for investment purposes.
Mr. Corey may acquire shares of Common Stock by exercising part or
all of the Debentures and Warrant from time to time, in privately negotiated
transactions, on the market or otherwise. In addition, Mr. Corey may sell
part or all of the Debentures, Warrant, shares of Common Stock underlying the
Debentures and Warrant and/or any other shares of Common Stock held by Mr.
Corey, 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
2,734,086 shares of Common Stock, constituting 9.999% of the shares of Common
Stock outstanding as of October 31, 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 31, 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.
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SCHEDULE 13D (CONTINUED) PAGE 6 OF 9 PAGES
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 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.
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 disclosure set forth in Item 4 is hereby incorporated by reference.
Item 7. Material to Be Filed as Exhibits
Exhibit 1 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: December 12, 2000
/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 8 OF 9 PAGES
EXHIBIT INDEX
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Exhibit 1 Joint Filing Agreement between James R. Corey and the James Corey
GRAT dated July 9, 1999, dated September 30, 1999.
