<PAGE> 1
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
----------
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Rule 13d-1)
INFORMATION TO BE INCLUDED IN STATEMENTS FILED
PURSUANT TO RULE 13D-1 (A) AND AMENDMENTS THERETO
FILED PURSUANT TO RULE 13D-2(A)
RMS TITANIC, INC.
-----------------
(Issuer's Name)
COMMON STOCK
$.0001 PAR VALUE
----------------
(Title of Class of Securities)
0007496121
----------
(CUSIP Number)
JOE MARSH
605 SOUTHSIDE DR.
AKRON, OHIO 44317
Tel No.: (330) 645-0181
Copy to
MICHAEL T. CRONIN, ESQ.
911 CHESTNUT STREET
CLEARWATER, FL 34617
Tel. No. (727) 461-1818
--------------
(Name, Address, and Telephone Number of Persons
Authorized to Receive Notices and Communications)
NOVEMBER 16, 1999
(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), 13d-1(f) or 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(b) for
other parties to whom copies are to be sent.
1/ 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 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. 0007486121 13D PAGE OF PAGES
--------------------- -------- --------
(1) NAME OF REPORTING PERSONS
S.S. OR I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS
Joe Marsh
---------------------------------------------------------------------
(2) CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) [ x ]
(b) [ ]
---------------------------------------------------------------------
(3) SEC USE ONLY
---------------------------------------------------------------------
(4) SOURCE OF FUNDS*
cash and promissory notes
---------------------------------------------------------------------
(5) CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS [ ]
IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e)
---------------------------------------------------------------------
(6) CITIZENSHIP OR PLACE OF ORGANIZATION
United States
---------------------------------------------------------------------
(7) SOLE VOTING POWER
NUMBER OF 1,710,979
SHARES --------------------------------------------------------
BENEFICIALLY (8) SHARED VOTING POWER
OWNED BY 30,000
EACH --------------------------------------------------------
REPORTING (9) SOLE DISPOSITIVE POWER
PERSON WITH 1,710,979
--------------------------------------------------------
(10) SHARED DISPOSITIVE POWER
-0-
--------------------------------------------------------
(11) AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,740,979
---------------------------------------------------------------------
(12) CHECK BOX IF AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
SHARES* [ x ]
Shares reported by TAG Acquisition, LLC
---------------------------------------------------------------------
(13) PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
10.75%
---------------------------------------------------------------------
(14) TYPE OF REPORTING PERSON*
IN
---------------------------------------------------------------------
*SEE INSTRUCTIONS BEFORE FILLING OUT!
<PAGE> 3
CUSIP NO. 13D PAGE OF PAGES
--------------------- -------- --------
(1) NAMES OF REPORTING PERSONS
S.S. OR I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
Arnie Geller
---------------------------------------------------------------------
(2) CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) [ X ]
(b) [ ]
---------------------------------------------------------------------
(3) SEC USE ONLY
---------------------------------------------------------------------
(4) SOURCE OF FUNDS*
Not Applicable
---------------------------------------------------------------------
(5) CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS [ ]
IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e)
---------------------------------------------------------------------
(6) CITIZENSHIP OR PLACE OF ORGANIZATION
United States
---------------------------------------------------------------------
(7) SOLE VOTING POWER
NUMBER OF 1,450,000
SHARES --------------------------------------------------------
BENEFICIALLY (8) SHARED VOTING POWER
OWNED BY 1,052,007
EACH --------------------------------------------------------
REPORTING (9) SOLE DISPOSITIVE POWER
PERSON WITH 1,450,000
--------------------------------------------------------
(10) SHARED DISPOSITIVE POWER
-0-
--------------------------------------------------------
(11) AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
2,502,007
---------------------------------------------------------------------
(12) CHECK BOX IF AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
SHARES [ ]
---------------------------------------------------------------------
(13) PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
15.46%
---------------------------------------------------------------------
(14) TYPE OF REPORTING PERSON*
IN
---------------------------------------------------------------------
*SEE INSTRUCTIONS BEFORE FILLING OUT!
<PAGE> 4
CUSIP NO. 13D PAGE OF PAGES
--------------------- -------- --------
(1) NAMES OF REPORTING PERSONS
S.S. OR I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS
G. Michael Harris and Amy Harris, TBIE
---------------------------------------------------------------------
(2) CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) [ x ]
(b) [ ]
---------------------------------------------------------------------
(3) SEC USE ONLY
---------------------------------------------------------------------
(4) SOURCE OF FUNDS*
Not Applicable
---------------------------------------------------------------------
(5) CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS [ ]
IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e)
---------------------------------------------------------------------
(6) CITIZENSHIP OR PLACE OF ORGANIZATION
United States
---------------------------------------------------------------------
(7) SOLE VOTING POWER
NUMBER OF 125,000
SHARES --------------------------------------------------------
BENEFICIALLY (8) SHARED VOTING POWER
OWNED BY 0
EACH --------------------------------------------------------
REPORTING (9) SOLE DISPOSITIVE POWER
PERSON WITH 125,000
--------------------------------------------------------
(10) SHARED DISPOSITIVE POWER
0
--------------------------------------------------------
(11) AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
125,000
---------------------------------------------------------------------
(12) CHECK BOX IF AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
SHARES* [ X ]
Shares reported by TAG Acquisition, LLC
---------------------------------------------------------------------
(13) PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
.7%
---------------------------------------------------------------------
(14) TYPE OF REPORTING PERSON*
IN
---------------------------------------------------------------------
*SEE INSTRUCTIONS BEFORE FILLING OUT!
<PAGE> 5
CUSIP NO. 0007496121 13D PAGE OF PAGES
--------------------- -------- --------
(1) NAMES OF REPORTING PERSONS
S.S. OR I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
John A. Joslyn
---------------------------------------------------------------------
(2) CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) [ X ]
(b) [ ]
---------------------------------------------------------------------
(3) SEC USE ONLY
---------------------------------------------------------------------
(4) SOURCE OF FUNDS*
Not applicable
---------------------------------------------------------------------
(5) CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS [ ]
IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e)
---------------------------------------------------------------------
(6) CITIZENSHIP OR PLACE OF ORGANIZATION
United States
---------------------------------------------------------------------
(7) SOLE VOTING POWER
NUMBER OF 101,899
SHARES --------------------------------------------------------
BENEFICIALLY (8) SHARED VOTING POWER
OWNED BY 15,250
EACH --------------------------------------------------------
REPORTING (9) SOLE DISPOSITIVE POWER
PERSON WITH 101,899
--------------------------------------------------------
(10) SHARED DISPOSITIVE POWER
15,250
--------------------------------------------------------
(11) AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
117,149
---------------------------------------------------------------------
(12) CHECK BOX IF AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
SHARES* [ ]
---------------------------------------------------------------------
(13) PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
.7%
---------------------------------------------------------------------
(14) TYPE OF REPORTING PERSON*
IN
---------------------------------------------------------------------
*SEE INSTRUCTIONS BEFORE FILLING OUT!
<PAGE> 6
CUSIP NO. 0007496121 13D PAGE OF PAGES
--------------------- -------- --------
(1) NAMES OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
Jon Thompson
---------------------------------------------------------------------
(2) CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) [ X ]
(b) [ ]
---------------------------------------------------------------------
(3) SEC USE ONLY
---------------------------------------------------------------------
(4) SOURCE OF FUNDS*
Not Applicable
---------------------------------------------------------------------
(5) CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS [ ]
IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e)
---------------------------------------------------------------------
(6) CITIZENSHIP OR PLACE OF ORGANIZATION
United States
---------------------------------------------------------------------
(7) SOLE VOTING POWER
NUMBER OF 40,000
SHARES --------------------------------------------------------
BENEFICIALLY (8) SHARED VOTING POWER
OWNED BY 1,963,321
EACH --------------------------------------------------------
REPORTING (9) SOLE DISPOSITIVE POWER
PERSON WITH 40,000
--------------------------------------------------------
(10) SHARED DISPOSITIVE POWER
-0-
--------------------------------------------------------
(11) AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
2,003,321
---------------------------------------------------------------------
(12) CHECK BOX IF AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
SHARES* [ ]
---------------------------------------------------------------------
(13) PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
12.4%
---------------------------------------------------------------------
(14) TYPE OF REPORTING PERSON*
IN
---------------------------------------------------------------------
*SEE INSTRUCTIONS BEFORE FILLING OUT!
<PAGE> 7
CUSIP NO. 0007496121 13D PAGE OF PAGES
--------------------- -------- --------
(1) NAMES OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
David Lucas
---------------------------------------------------------------------
(2) CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) [ X ]
(b) [ ]
---------------------------------------------------------------------
(3) SEC USE ONLY
---------------------------------------------------------------------
(4) SOURCE OF FUNDS*
Cash
---------------------------------------------------------------------
(5) CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS [ ]
IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e)
---------------------------------------------------------------------
(6) CITIZENSHIP OR PLACE OF ORGANIZATION
United States
---------------------------------------------------------------------
(7) SOLE VOTING POWER
NUMBER OF 590,850
SHARES --------------------------------------------------------
BENEFICIALLY (8) SHARED VOTING POWER
OWNED BY 0
EACH --------------------------------------------------------
REPORTING (9) SOLE DISPOSITIVE POWER
PERSON WITH 590,850
--------------------------------------------------------
(10) SHARED DISPOSITIVE POWER
0
--------------------------------------------------------
(11) AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
590,850
---------------------------------------------------------------------
(12) CHECK BOX IF AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
SHARES* [ ]
---------------------------------------------------------------------
(13) PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
3.6%
---------------------------------------------------------------------
(14) TYPE OF REPORTING PERSON*
IN
---------------------------------------------------------------------
*SEE INSTRUCTIONS BEFORE FILLING OUT!
<PAGE> 8
CUSIP NO. 13D PAGE OF PAGES
--------------------- -------- --------
(1) NAMES OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
Steven P. Sybesma
---------------------------------------------------------------------
(2) CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) [ X ]
(b) [ ]
---------------------------------------------------------------------
(3) SEC USE ONLY
---------------------------------------------------------------------
(4) SOURCE OF FUNDS*
Cash
---------------------------------------------------------------------
(5) CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS [ ]
IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e)
---------------------------------------------------------------------
(6) CITIZENSHIP OR PLACE OF ORGANIZATION
United States
---------------------------------------------------------------------
(7) SOLE VOTING POWER
NUMBER OF 900,000
SHARES --------------------------------------------------------
BENEFICIALLY (8) SHARED VOTING POWER
OWNED BY -0-
EACH --------------------------------------------------------
REPORTING (9) SOLE DISPOSITIVE POWER
PERSON WITH 900,000
--------------------------------------------------------
(10) SHARED DISPOSITIVE POWER
-0-
--------------------------------------------------------
(11) AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
900,000
---------------------------------------------------------------------
(12) CHECK BOX IF AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
SHARES* [ ]
---------------------------------------------------------------------
(13) PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
5.6%
---------------------------------------------------------------------
(14) TYPE OF REPORTING PERSON*
IN
---------------------------------------------------------------------
*SEE INSTRUCTIONS BEFORE FILLING OUT!
<PAGE> 9
CUSIP NO. 13D PAGE OF PAGES
--------------------- -------- --------
(1) NAMES OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
TAG ACQUISITION, LLC
---------------------------------------------------------------------
(2) CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) [ X ]
(b) [ ]
---------------------------------------------------------------------
(3) SEC USE ONLY
---------------------------------------------------------------------
(4) SOURCE OF FUNDS*
From Joe Marsh and Steven Sybesma--See Items 3, 4 and 5
---------------------------------------------------------------------
(5) CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS [ ]
IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e)
---------------------------------------------------------------------
(6) CITIZENSHIP OR PLACE OF ORGANIZATION
USA--Delaware
---------------------------------------------------------------------
(7) SOLE VOTING POWER
NUMBER OF -0-
SHARES --------------------------------------------------------
BENEFICIALLY (8) SHARED VOTING POWER
OWNED BY 1,634,384
EACH --------------------------------------------------------
REPORTING (9) SOLE DISPOSITIVE POWER
PERSON WITH 1,634,384
--------------------------------------------------------
(10) SHARED DISPOSITIVE POWER
-0-
--------------------------------------------------------
(11) AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,634,384
---------------------------------------------------------------------
(12) CHECK BOX IF AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
SHARES* [ ]
---------------------------------------------------------------------
(13) PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
10.09%
---------------------------------------------------------------------
(14) TYPE OF REPORTING PERSON*
OO
---------------------------------------------------------------------
*SEE INSTRUCTIONS BEFORE FILLING OUT!
<PAGE> 10
CUSIP NO. 13D PAGE OF PAGES
--------------------- -------- --------
(1) NAMES OF REPORTING PERSONS
S.S. OR I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS
Stanley Thomas
---------------------------------------------------------------------
(2) CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) [ X ]
(b) [ ]
---------------------------------------------------------------------
(3) SEC USE ONLY
---------------------------------------------------------------------
(4) SOURCE OF FUNDS*
N/A
---------------------------------------------------------------------
(5) CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS [ ]
IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e)
---------------------------------------------------------------------
(6) CITIZENSHIP OR PLACE OF ORGANIZATION
United States
---------------------------------------------------------------------
(7) SOLE VOTING POWER
NUMBER OF 0
SHARES --------------------------------------------------------
BENEFICIALLY (8) SHARED VOTING POWER
OWNED BY 157,324
EACH --------------------------------------------------------
REPORTING (9) SOLE DISPOSITIVE POWER
PERSON WITH 0
--------------------------------------------------------
(10) SHARED DISPOSITIVE POWER
157,324
--------------------------------------------------------
(11) AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
157,324
---------------------------------------------------------------------
(12) CHECK BOX IF AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
SHARES* [ ]
---------------------------------------------------------------------
(13) PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
.9%
---------------------------------------------------------------------
(14) TYPE OF REPORTING PERSON*
IN
---------------------------------------------------------------------
*SEE INSTRUCTIONS BEFORE FILLING OUT!
<PAGE> 11
ITEM 1. SECURITY AND ISSUER.
This Schedule 13D filed on November 26, 1999, relates to the common
stock $.0001 par value per share (the "Common Stock"), of RMS Titanic, Inc., a
Florida corporation (the "Issuer"). The principal executive offices of the
Issuer are located at 17 Battery Place, Suite 203, New York, New York 10004.
ITEM 2. IDENTITY AND BACKGROUND.
This Schedule 13D is being filed on behalf of the following persons who
are collectively referred to as the "Reporting Persons".
Arnie Geller is a self-employed corporate consultant. From May 1993 to
May 1995, Mr. Geller served as President and director of the Issuer. The
principal business and office of Geller are located at 285 Buckhead Avenue,
Atlanta, Georgia 30305. Mr. Geller is a citizen of the Untied States.
G. Michael Harris is the President and a promoter of entertainment
events at Worldwide Licensing and Merchandising, Inc. This entity is involved in
the presentation of exhibits having Titanic themes with affiliates of SFX
Entertainment, Inc. The principal business and office of Mr. Harris are located
at 16 Winston Drive, Belleair, Florida 33756. Mr. Harris is a citizen of the
United States. Mr. Harris is also the owner of record and manager of TAG
Acquisition, LLC. ("TAG"). Mr. Harris is a citizen of the United States.
John A. Joslyn's principal business is the production of programs for
television and he is the sole officer, sole director and a sole shareholder of
Westgate Entertainment Corp. ("Westgate"). The principal business and office of
Westgate and Mr. Joslyn are located at 101531/2 Riverside Drive, Burbank,
California 91602. Mr. Joslyn is a citizen of the United States.
Jon Thompson is the owner of Columbine Holdings, a private entity with
interests in the Portland Arena Football, LLC and other real estate holdings.
His principal place of business is 7811 Germantown, Tennessee, 38138. Mr.
Thompson is a citizen of the United States.
P. David Lucas is CEO of Sunshine Concerts, LLC, a producer and
promoter of concerts. This entity is affiliated with SFX Entertainment, Inc.
His principal address is 8135 Penn Place, Indianapolis, IN 46250. Mr. Lucas is
a citizen of the United States.
Steven P. Sybesma is the Chief Operating Officer of Sunshine Concerts
LLC. This entity is affiliated with SFX Entertainment, Inc. His principal
address is 9658 Springstone Road, McCordsville, IN 46005. Mr. Sebsema is a
citizen of the United States.
Joe Marsh is a personal manager in the entertainment industry. Mr.
Marsh is affiliated with SFX Entertainment, Inc., which has a contract with the
Issuer for the presentation of Titanic exhibits throughout the world. Mr.
Marsh's address is 605 Southside Drive, Akron, Ohio 44317. Mr. Marsh is a
citizen of the United States.
TAG Acquisition, LLC is a Delaware limited liability company formed,
managed and owned by G. Michael Harris. Its principal place of business is 16
Winston Drive, Belleair, Florida 33756.
Stanley Thomas is a registered principal owner of Corporate Securities
Group. His address is 1318 Village Drive, Akron, Ohio 44313. Mr. Thomas is a
citizen of the United States.
2
<PAGE> 12
During the last five years, none of the Reporting Persons nor any
executive officer, director or controlling shareholder of TAG has been convicted
in a criminal proceeding (excluding traffic violations or similar misdemeanors).
During the last five years, none of the Reporting Persons nor any
executive officer, director or controlling shareholder of TAG has been a party
to a civil proceeding of 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 or
mandating activities subject to, United States federal or state securities laws
or finding any violation with respect to such laws.
ITEM 3. SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION.
Mr. Marsh is filing this Schedule 13D as one of the Reporting Persons
for the matters described in Items 4 and 5 and as an Amendment to his Schedule
13D originally filed on or about September 20, 1999 to reflect additional
purchases of and rights in the Issuer's securities. See Items 4, 5 and 6.
Mr. Sybesma is filing this Schedule 13D to reflect open market
purchases of the Issuers securities from personal funds which exceed 5% of the
outstanding shares and as one of the Reporting Persons for the matters described
in Item 4.
The remaining Reporting Persons are filing this Schedule 13D for the
matters described in Item 4.
ITEM 4. PURPOSE OF TRANSACTION.
As noted in Amendment No. 1, to Schedule 13D filed on or about October
21, 1998, for Mr. Geller, Mr. Harris and Mr. Joslyn, certain of the Reporting
Persons declared the Voting Agreement (as defined therein) null and void and
disavowed all their obligations thereunder. Subsequently, Mr. Harris, Mr. Geller
and Mr. Josyln reaffirmed the existence and validity of the Voting Agreement and
Mr. Harris and Mr. Geller were elected to the Issuer's board of directors. The
Voting Agreement terminated by its own terms on August 31, 1999.
3
<PAGE> 13
As noted in Amendment No. 1 to the Schedule 13D, filed by Mr. Geller,
Mr. Harris and Mr. Joslyn on or about October 21, 1998, these individuals
disclosed they were contemplating, or forming part of, a group that intended to
acquire additional securities of the Issuer for the purposes of effecting a
change in control of the Issuer through a change in the present Board of
Directors and management of the Issuer and/or other means.
The Reporting Persons who are parties to this Schedule 13D desire to
remove George H. Tulloch, Allan H. Carlin, Kurt Hothorn, and Paul-Henri
Nargeolet as directors of the Issuer. The Reporting Persons intend to consent
and seek to solicit the consents and/or proxies of certain holders of the
Issuer's securities for the removal of the above identified individuals as
directors. A copy of the form of Action by Written Consent is attached as
Exhibit "2".
Immediately upon the removal of Mr. Tulloch, Mr. Carlin, Mr. Hothorn
and Mr. Nargeolet as directors, Mr. Tulloch and Mr. Carlin will be removed
as officers and Mr. Harris and Mr. Geller will become the officers of the
Issuer.
The consent solicitation is made in reliance upon Rule 14a-2(b)(2),
which permits non-registered solicitations of up to ten (10) stockholders to be
made without incurring proxy filing and disclosure obligations. Mr. Harris, Mr.
Geller and Mr. Joslyn are deemed the solicitors for purposes of forming this
group. Mr. Geller has held the voting proxies for Shirley Hill, James Hill and
Anne Hill prior to the formation of the group and the Hill proxies were not
solicited for the purposes enumerated in this Item 4. The remaining members
of this group and individuals who granted proxies to members of this group
comprise 10 or less individuals. Rule 14(f)-1 and Section 14(f) of the Exchange
Act are not deemed applicable because the consent solicitation is directed at
the removal of certain of the existing directors, and not the election of a
majority of directors.
Except as disclosed above and elsewhere in this Schedule, none of the
Reporting Persons have formulated any plans or proposals, which relate to or
would result in any of the following: (i) the acquisition of additional
securities of the Issuer, or the disposition of securities of the Issuer; (ii)
an extraordinary corporate transaction, such as a merger, reorganization or
liquidation, involving the Issuer or any of its subsidiaries; (iii) a sale or
transfer of a material amount of assets of the Issuer or any of its
subsidiaries; (iv) any material change in the present capitalization or dividend
policy of the Issuer; (v) any other material change in the Issuer's business or
corporate structure; (vi) any other material change in the Issuer's charter,
bylaws or instruments corresponding thereto or other actions which may impede
the acquisition of control of the Issuer by any person; (vii) causing a class of
securities of the Issuer to be delisted from a national securities exchange or
to cease to be authorized to be quoted in an inter-dealer quotation system of a
registered national securities association; (viii) causing a class of equity
securities of the Issuer to become eligible for termination of registration
pursuant to Section 12(g)(4) of
4
<PAGE> 14
the Securities Exchange Act of 1934, as amended; or (ix) any action similar to
any of those enumerated above. However, each of the Reporting Persons may change
any of his, her or its current intentions, acquire additional shares of Common
Stock, sell or otherwise dispose of all or any part of the Common Stock owned by
the Reporting Person or take any other action with respect to the Issuer or any
of its securities in any manner permitted by law depending upon future business
and financial considerations.
ITEM 5. INTEREST IN SECURITIES OF THE ISSUER.
(a) Based on the Quarterly Report on Form 10-Q of the Issuer for
the period ended August 31, 1999, as of October 19, 1999, there were 16,187,119
shares of Common Stock outstanding. In the aggregate, the Reporting Persons
beneficially own 8,136,630 shares. These share represent 50.26% of the Common
Stock outstanding as of October 19, 1999, as reported by the Issuer in its
Quarterly Report on Form 10-Q. The Issuer's transfer agent, American Stock
Transfer, has reported to Mr. Geller that there are 16,107,309 shares
outstanding as of November 23, 1999. The Reporting Persons own 50.5% of the
outstanding shares as reported by the transfer agent as of November 23, 1999.
(b) The following table sets forth the beneficial ownership of
shares of the Common Stock by (a) each Reporting Person and (b) each person for
whom information is required to be provided pursuant to General Instruction C of
Schedule 13D who beneficially owns any shares of Common Stock. Except as
described herein, each of the Reporting Persons disclaims beneficial ownership
of the shares of Common Stock owned by any of the other signatories. Except as
noted below, each person listed below has sole voting and dispositive power over
the shares identified below:
<TABLE>
<CAPTION>
Aggregate No. of Shares
Name Owned or with Voting Powers
---- ---------------------------
<S> <C> <C>
Arnie Geller 2,502,007 (1)
G. Michael Harris 125,000 (2)(4)
Joe Marsh 1,740,979 (3)
Jon Thompson 2,003,321 (2)(4)
John Joslyn 117,149 (5)
Steven Sybesma 900,000
David Lucas 590,850
TAG Acquisition, LLC 1,634,384 (6)
Stan Thomas 157,324 (7)
</TABLE>
(1) Mr. Geller personally owns 1,450,000 shares and holds voting
proxies for 1,052,007 shares from the following individuals or entities:
<TABLE>
<S> <C>
Financial Group of Kuwait 488,007
Fairline Limited 200,000
John Hill 80,000
Shirley Hill(*) 25,000
James Hill(*) 25,000
Anne Hill(*) 234,000
---------
Total 1,052,007
=========
</TABLE>
* The proxies from these individuals were granted on May 6, 1998 and were not
in order to effectuate the intent of this group for purposes of this Schedule
13D and Rule 14a-2(b)(2).
5
<PAGE> 15
(2) Mr. Harris owns 125,000 of his shares in a tenants by the
entireties account with his wife. See footnotes 4, 6, Item 5(c) and Exhibit 3,
to which reference is hereby made.
(3) Mr. Marsh acquired approximately 883,950 shares in open
market purchases as reported in his Schedule 13D filed on or about October 21,
1999. Since that date Mr. Marsh has acquired approximately 827,029 shares in
private transactions. In addition, Mr. Marsh has the beneficial ownership
rights to 1,534,384 shares of the Issuer's Common Stock acquired by TAG from
Gasparrini, et. al. when such shares are distributed by TAG. See Item 5(c)
below. Mr. Marsh is also the holder of a voting proxy for 30,000 shares from
J.P. Utsick.
(4) Jon Thompson is the holder of voting rights to 1,634,384
shares of the Issuer's Common Stock, which were sold to TAG Acquisition, LLC on
November 16, 1999. This proxy expires December 25, 1999. TAG Acquisition, LLC is
an entity managed and controlled by G. Michael Harris. Mr. Thompson holds voting
proxies for an additional 328,937 shares and personally owns 40,000 shares. See
Item 5(c) below.
(5) Mr. Joslyn holds 15,250 of these shares as co-trustee
(together with his wife, Mary Kellogg) of the Kellogg-Joslyn Trust. The
remaining 101,899 shares are owned by Westgate Entertainment Corp., a company
controlled by Mr. Joslyn.
(6) TAG Acquisition LLC ("TAG") acquired 1,634,384 shares of
Common Stock from William S. Gasparrini, et. al. on November 16, 1999. TAG is
managed and owned by Mr. Harris. Mr. Harris disclaims beneficial ownership of
the Issuer's shares held of record by TAG because such shares are subject to a
voting proxy granted to Jon Thompson which expires December 25, 1999 and the
oral agreement of Mr. Harris to distribute the shares to Mr. Marsh and Mr.
Sybesma. See Item 5(c) below.
(7) Mr. Thomas has voting rights over these shares pursuant to
pre-existing arrangements with certain of his brokerage customers.
ITEM 5(C)
Steven P. Sybesma has acquired approximately 173,880 of these shares
during the last 60 days in open market purchases at prices ranging from
approximately $2.75 to $3.25 per share. Mr. Sybesma has the right to receive
100,000 shares of Issuers Common Stock when such shares are disbributed by TAG.
David Lucas has acquired approximately 138,500 of these shares during
the last 60 days in open market purchases at prices ranging from approximately
$2.75 to $3.25 per share.
In Joe Marsh's original Schedule 13D, dated on or about October 21,
1999, he reported ownership of 883,950 shares. Since that date, Mr. Marsh has
acquired approximately 827,029 shares in private transactions at an average
price of $3.00 per share. In addition, Mr. Marsh has the right to beneficial
ownership of 1,534,384 shares when such shares are distributed by TAG.
On November 16, 1999, Tag acquired a total of 1,634,384 shares of the
Issuer's Common Stock from William S. Gasparrini, individually and on behalf
of certain affiliated entities, for $3.00 a share. These shares are subject to a
voting proxy granted to Jon Thompson which expires December 25, 1999. The funds
for the purchase of these shares by TAG were provided by Joe Marsh and Steven
Sybesma. There is an oral understanding that Mr. Harris will cause TAG to
distribute 1,534,384 shares to Mr. Marsh and 100,000 shares to Mr. Sybesma such
that all of the Gasparrini shares acquired by TAG will ultimately be owned by
Mr. Marsh and Mr. Sybesma. This distribution is expected to occur on or about
December 31, 1999.
Item 5(d). None.
6
<PAGE> 16
Item 5(e). None
ITEM 6. CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR RELATIONSHIPS WITH
RESPECT TO SECURITIES OF THE ISSUER.
Except as set forth in Items 4 and 5, and the Exhibits to this
Scheduled 13D, there are no current contracts, arrangements, understandings or
relationships between the Reporting Persons and any other person with respect to
the securities of the Issuer.
ITEM 7. MATERIAL TO BE FILED AS EXHIBITS.
Exhibits
Exhibit 1. Joint Filing Agreement among Reporting Persons.
Exhibit 2. Form of Action by Written Consent of Stockholders to
Remove Directors.
Exhibit 3. Stock Purchase Agreement for acquisition of
1,634,384 shares between William S. Gasparrini,
individually, and on behalf of various entities and
TAG Acquisition, LLC.
Exhibit 4. Form of Proxy granted to Jon Thompson from
Gasparrini, et al.
Exhibit 5. Form of Proxy granted to Arnie Geller from various
persons and entities described in Item 5(b).
Exhibit 6. Form of Proxy granted to Joe Marsh.
Exhibit 7. Form of Proxies granted to Mr. Geller from Anne Hill,
Shirley Hill and James Hill.
7
<PAGE> 17
SIGNATURE PAGE
After reasonable inquiry and to the best knowledge and belief of each
of the undersigned, each of the undersigned certifies that the information set
forth in this Schedule 13D with respect to such person is true, complete and
correct.
Date: NOVEMBER 26, 1999 /s/ G. Michael Harris
------------------------ -----------------------------------
G. Michael Harris
Date: NOVEMBER 26, 1999 /s/ Amy Harris, TBIE
------------------------ -----------------------------------
Amy Harris, TBIE
Date: NOVEMBER 26, 1999 /s/ Arnie Geller
------------------------ -----------------------------------
Arnie Geller
Date: NOVEMBER 26, 1999 /s/ Joe Marsh
------------------------ -----------------------------------
Joe Marsh
Date: NOVEMBER 26, 1999 /s/ Jon Thompson
------------------------ -----------------------------------
Jon Thompson
Date: NOVEMBER 26, 1999 /s/ John A. Joslyn
------------------------ -----------------------------------
John A. Joslyn
Date: NOVEMBER 26, 1999 /s/ G. Michael Harris
------------------------ ----------------------------------
TAG Acquisition LLC
By G. Michael Harris
its Managing Partner
Date: NOVEMBER 26, 1999 /s/ Steven P. Sybesma
------------------------ -----------------------------------
Steven P. Sybesma
Date: NOVEMBER 26, 1999 /s/ David Lucas
------------------------ -----------------------------------
David Lucas
Date: NOVEMBER 26, 1999 /s/ Stanley Thomas
------------------------ -----------------------------------
Stanley Thomas
<PAGE> 1
EXHIBIT 1
JOINT FILING AGREEMENT
The undersigned acknowledge and agree that the foregoing Schedule 13D
is filed on behalf of each of the undersigned and that all subsequent
amendments thereto may be filed on behalf of each of the undersigned without
the necessity of filing additional joint filing agreements. The undersigned
acknowledge that each shall be responsible for the timely filing of such
amendments and for the completeness and accuracy of the information concerning
such person contained herein, but shall not be responsible for the completeness
and accuracy concerning the other signatories, except to the extent that such
person knows or has reason to believe that such information is inaccurate.
Date: NOVEMBER 26, 1999 /s/ G. Michael Harris
------------------------ -----------------------------------
G. Michael Harris
Date: NOVEMBER 26, 1999 /s/ Amy Harris, TBIE
------------------------ -----------------------------------
Amy Harris, TBIE
Date: NOVEMBER 26, 1999 /s/ Arnie Geller
------------------------ -----------------------------------
Arnie Geller
Date: NOVEMBER 26, 1999 /s/ Joe Marsh
------------------------ -----------------------------------
Joe Marsh
Date: NOVEMBER 26, 1999 /s/ Jon Thompson
------------------------ -----------------------------------
Jon Thompson
Date: NOVEMBER 26, 1999 /s/ John A. Joslyn
------------------------ -----------------------------------
John A. Joslyn
Date: NOVEMBER 26, 1999 /s/ G. Michael Harris
------------------------ ----------------------------------
TAG Acquisition LLC
By G. Michael Harris
its Managing Partner
Date: NOVEMBER 26, 1999 /s/ Steven P. Sybesma
------------------------ -----------------------------------
Steven P. Sybesma
Date: NOVEMBER 26, 1999 /s/ David Lucas
------------------------ -----------------------------------
David Lucas
Date: NOVEMBER 26, 1999 /s/ Stanley Thomas
------------------------ -----------------------------------
Stanley Thomas
9
<PAGE> 1
EXHIBIT 2
ACTION BY WRITTEN CONSENT OF SHAREHOLDERS
OF
RMS TITANIC, INC.
The undersigned, being shareholder or the holder of voting rights of
the common stock of RMS Titanic, Inc., a Florida corporation (the
"Corporation"), acting pursuant to Section 607.0704, Florida Statutes, and
Article XII of the Corporation's bylaws, do hereby waive all formal
requirements, including the necessity of holding a formal or informal meeting,
and any requirements that notice of such meeting be given, and do hereby consent
to the adoption and approval of the following actions:
WHEREAS, Article III, Section 4 of the Bylaws provide that any or all
of the directors may be removed with or without cause by votes of a majority of
all the shares outstanding and the Corporation's Articles of Incorporation do
not prohibit removal of directors without cause.
WHEREAS, there are 16,107,309 shares issued and outstanding as
reported by the transfer agent of which the undersigned owns or has voting
proxies for ______ shares.
RESOLVED, that George H. Tulloch, Allan H. Carlin, Kurt Hothorn and
Paul-Henri Nargeolet are removed immediately as directors of the Corporation
leaving Arnie Geller and G. Michael Harris as the remaining two directors.
FURTHER RESOLVED, that this special corporation action may be executed
in counterparts, all of which if taken together shall constitute one original
document.
IN WITNESS WHEREOF, the undersigned stockholder or holder of voting
rights of the Corporation's common stock has executed the foregoing Action by
Written Consent for the purpose of consenting thereto.
STOCKHOLDER OF VOTING RIGHTS:
Number of shares
-------------------- ------------------------------------
Print Name:
-------------------------
Date:
--------------------------------
<PAGE> 1
EXHIBIT 3
STOCK PURCHASE AGREEMENT
This Stock Purchase Agreement (this "Agreement") is made as of November 16,
1999, by and between William S. Gasparrini, individually and on behalf of the
entities set forth in the signature blocks below (the "Sellers") and TAG
Acquisition, LLC (the "Buyer").
1. The Sellers agree to sell, and the Buyer agrees to buy, 1,634,384 shares of
the common stock (the "Stock") of RMS Titanic, Inc., a Florida corporation,
at a purchase price of $3.00 per share.
2. The Sellers shall deliver to the Buyer certificates representing all
1,634,384 shares of the Stock (the "Certificates"). The Sellers shall also
deliver to the Buyer executed stock powers with respect to all such shares
in the form attached.
3. The Buyer shall place $4,903,152, representing the entire purchase price
for the Stock, into an escrow account at Patriot National Bank, Stamford,
Connecticut, to be held in escrow pending delivery of the Certificates, and
the executed stock powers.
4. The Sellers and Buyer agree that Buyer is purchasing the Certificates,
subject to irrevocable proxies (Exhibit A) previously issued and delivered
by the Sellers to Jon Thompson.
5. The Sellers represent and warrant that they hold clear title to the Stock
and have all power and authority to assign title to the same.
6. The Buyer hereby agrees to (i) indemnify, defend and hold harmless the
Sellers and each of their directors, officers, employees, trustees,
affiliates, agents and the shareholders from and against any and all
losses, damages, liabilities, costs and claims arising out of or based upon
this Agreement (other than breach thereof by the Sellers); and (ii)
reimburse the Sellers and each of their directors, officers, employees,
trustees, affiliates, agents and shareholders for any and all fees, costs
and expenses of any kind related thereto (including, without limitation,
any and all reasonable legal expenses.
BUYER:
TAG ACQUISITION, LLC
By: /s/ G. MICHAEL HARRIS
--------------------------------
G. Michael Harris
Managing Partner
[Continued on next page]
<PAGE> 2
/s/ WILLIAM S. GASPARRINI
-------------------------
William S. Gasparrini
THE WILLIAM S. GASPARRINI
FAMILY LIMITED PARTNERSHIP
By: /s/ WILLIAM S. GASPARRINI
-------------------------
Name: William S. Gasparrini
Title: General Partner
POST ROAD IRON WORKS, INC.
By: /s/ WILLIAM S. GASPARRINI
--------------------------
SIGNATURE GUARANTEED Name: William S. Gasparrini
MEDALLION GUARANTEED Title: President
FIRST TENNESSEE BANK NATIONAL
ASSOCIATION POST ROAD IRON WORKS, INC.
/s/ PROFIT SHARING TRUST
- -----------------------------
AUTHORIZED SIGNATURE By: /s/ WILLIAM S. GASPARRINI
-------------------------
Name: William S. Gasparrini
Title: Trustee
POST ROAD IRON WORKS, INC.
PENSION TRUST
By: /s/ WILLIAM S. GASPARRINI
-------------------------
Name: William S. Gasparrini
Title: Trustee
THE WILLIAM S. GASPARRINI
IRA ROLLOVER
By: /s/ WILLIAM S. GASPARRINI
-------------------------
Name: William S. Gasparrini
Title: Owner
<PAGE> 1
EXHIBIT 4
PROXY
The undersigned, being the holder and/or the authorized signatory of
( ) Shares of Common Stock (the "Shares") of RMS Titanic, Inc. (the
"Company"), do hereby appoint Jon Thompson as my attorney-in-fact and proxy
to attend any and all meetings, regular or special, of the stockholders of
the Company, or any adjournments thereof, with full power to vote the Shares
and act for me in the same manner and content that I might were I personally
present at said meetings, and in addition thereto, to vote the Shares for me
by written consent in the same manner and to the fullest extent provided by
law, in favor of the removal and/or election of one more members of the
Company's Board of Directors.
The undersigned's presence at any meeting of the Company's stockholders
shall not constitute a revocation of this Proxy with respect to such meeting,
and this Proxy shall remain in full force and effect as to such meeting.
Dated: September 24, 1999
SIGNATURE GUARANTEED
MEDALLION GUARANTEED /s/ WILLIAM S. GASPARRINI
First Tennessee Bank National ------------------------------
/s/ William S. Gasparrini
- --------------------------------------
Authorized Signature
This Proxy is irrevocable and shall expire and terminate on Dec. 25, 1999.
<PAGE> 1
EXHIBIT 5
PROXY
The undersigned, being the holder of and/or having the right to vote
________________ shares of the common stock (the "Shares") of RMS Titanic, Inc.
(the "Company"), does hereby appoint _______________________ as its
attorney-in-fact and proxy, with full power of substitution, to attend any and
all meetings, regular or special, of the stockholders of the Company, or any
adjournments thereof, with full power to vote the Shares and act for it in the
same manner and extent that it might were it personally present at said
meetings, and in addition thereto, to vote the Shares for it by written consent
in the same manner and to the fullest extent provided by law, in favor of the
removal and/or election of one or more members of the Company's Board of
Directors.
The Undersigned's presence at any meeting of the Company's stockholders
shall not constitute a revocation of this Proxy with respect to such meeting,
and this Proxy shall remain in full force and effect as to such meeting and all
subsequent meetings.
Dated: November , 1999
---
--------------------------------
This Proxy shall expire and terminate on .
----------------------------
<PAGE> 1
EXHIBIT 6
PROXY
The undersigned, being the holder of and/or having the right to vote 30,000
shares of the common stock (the "Shares") of RMS Titanic, Inc. (the "Company"),
does hereby appoint Joe Marsh as its attorney-in-fact and proxy, with full power
of substitution, to attend any and all meetings, regular or special, of the
stockholders of the Company, or any adjournments thereof, with full power to
vote the Shares and act for it in the same manner and extent that it might were
it personally present at said meetings, and in addition thereto, to vote the
Shares for it by written consent in the same manner and to the fullest extent
provided by law, in favor of the removal and/or election of one or more members
of the Company's Board of Directors.
The undersigned's presence at any meeting of the Company's stockholders
shall not constitute a revocation of this Proxy with respect to such meeting and
this Proxy shall remain in full force and effect as to such meeting and all
subsequent meetings.
Date: November 22, 1999
/s/ J.P. Utsick
This proxy shall expire and terminate on 1 February, 2000
<PAGE> 1
EXHIBIT 7
I, _________________, as owner of _____________ shares of Common Stock
(the "Shares") of RMS Titanic, Inc. (the "Company") do hereby appoint Arnie
Geller as my proxy to attend all meeting of the stockholders of the Company,
with full power to vote the Shares from the date of issuance thereof to me and
the registration thereof in my own name, and to act for me in the same manner
and extent that I might were I personally present at said meetings, and in
addition thereto, to vote the Shares for me by written consent in the same
manner and to the fullest extent provided by law. My proxy shall have full power
to substitute another person as my proxy and to revoke the appointment of any
such proxy.
I acknowledge that this proxy is coupled with an interest, is
irrevocable and shall not be subject to expiration or termination, except that
this proxy shall terminate upon the public sale of the Shares in the open market
through transactions effected through a broker-dealer registered with the
Securities and Exchange Commission or upon the private sale of such Shares to a
third party, provided that Mr. Geller has consented to such private sale, which
consent shall not be unreasonably withheld. I shall provide Arnie Geller with
written notice of the sale of any of the Shares within (10) days of the thereof,
and shall furnish Mr. Geller on a quarterly basis with a statement of the number
of Shares I own, with such statement to be made to Mr. Geller within ten (10)
days of the end of each calendar quarter.
Dated: May 6, 1998
--------------------------
Signature
--------------------------
Print Name
--------------------------
Street Address
--------------------------
City, State and Zip Code
