SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
------------
SCHEDULE 13D
(Rule 13d-101)
INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT
TO RULE 13d-1(a) AND AMENDMENTS THERETO FILED PURSUANT TO
RULE 13d-2(a)
(Amendment No. 1)
Grace Development, Inc.
- --------------------------------------------------------------------------------
(Name of Issuer)
Common Stock, no par value
- --------------------------------------------------------------------------------
(Title of Class of Securities)
383905 10 6
- --------------------------------------------------------------------------------
(CUSIP Number)
Melissa E. McMorries, 229 Peachtree Street, Suite 2700, Atlanta, GA 30303
- --------------------------------------------------------------------------------
(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)
September 28, 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.
(Continued on following pages)
(Page 1 of 7 Pages)
- ----------
(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>
CUSIP No. 383905 10 6 SCHEDULE 13D/A Page 2 of 7 Pages
- --------------------------------------------------------------------------------
1 NAMES OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
Richard S. Granville, III
- --------------------------------------------------------------------------------
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a) |_|
(b) |X|
- --------------------------------------------------------------------------------
3 SEC USE ONLY
- --------------------------------------------------------------------------------
4 SOURCE OF FUNDS*
OO
- --------------------------------------------------------------------------------
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
14,122,276
--------------------------------------------------------
NUMBER OF 8 SHARED VOTING POWER
SHARES
BENEFICIALLY 0
OWNED BY --------------------------------------------------------
EACH 9 SOLE DISPOSITIVE POWER
REPORTING
PERSON 14,122,276
WITH --------------------------------------------------------
10 SHARED DISPOSITIVE POWER
0
- --------------------------------------------------------------------------------
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
14,122,276
- --------------------------------------------------------------------------------
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES* |_|
- --------------------------------------------------------------------------------
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
19.13
- --------------------------------------------------------------------------------
14 TYPE OF REPORTING PERSON*
IN
- --------------------------------------------------------------------------------
*SEE INSTRUCTIONS BEFORE FILLING OUT!
<PAGE>
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
Schedule 13D/A
(Amendment No. 1)
Item 1. Security and Issuer
This statement relates to the shares of common stock, no par value per
share, of Grace Development, Inc., a Colorado corporation (the "Issuer"). The
address of the principal executive offices of the Issuer is 1690 Chantilly
Drive, Atlanta, Georgia 30324.
Item 2. Identity and Background
(a) Name
Richard S. Granville, III
(b) Address
1690 Chantilly Way
Atlanta, Georgia 30324
<PAGE>
(c) Present Principal Occupation or Employment
Chief Executive Officer of the Issuer with principal executive
offices located at 1690 Chantilly Road, Atlanta, Georgia 30324.
(d) The Reporting Person listed in Item 2(a) has not, during the past
five years, been convicted in any criminal proceeding (excluding
traffic violations or similar misdemeanors).
(e) The Reporting Person has not, during the past five years, been a
party to a civil proceeding of a judicial or administrative body of
competent jurisdiction as a result of which he was or is subject to
a judgment, decree or final order enjoining future violations of,
prohibiting or mandating activities subject to, federal or state
securities laws or finding any violation with respect to such laws.
(f) Citizenship or Place of Organization
U.S. Citizen
Item 3. Source and Amount of Funds or Other Consideration
The responses to Item 4 are incorporated herein by this reference.
The Reporting Person acquired the shares of the common stock, no par
value, of the Issuer (the "Common Stock") referred to on the cover page of this
Statement pursuant to the terms of an Agreement and Plan of Merger (the "Merger
Agreement") dated August 20, 1999, pursuant to which New Millennium Multimedia,
Inc., a Georgia corporation ("NM"), merged with a wholly-owned subsidiary of the
Issuer, with NM as the surviving corporation (the "Merger"). In accordance with
the terms of the Merger Agreement, each share of the common stock, $1.00 par
value, of NM (the "NM Common Stock") issued and outstanding at the time of the
Merger was converted into the right to receive 66.3013 shares of Common Stock.
Specifically, the Reporting Person listed in Item 2(a) above exchanged
213,000 shares of NM Common Stock for 14,122,176 shares of the Common Stock.
Shares of NM Common Stock were not publicly traded and had no ascertainable
market value. The closing price of the Common Stock on the National Association
of Securities Dealers, Inc. Bulletin Board on September 28, 1999, the effective
date of the Merger, was $6.687 per share. See Item 4 below, however, for a
description of certain transfer restrictions to which the Shares are subject.
The foregoing response to this Item 3 is qualified in its entirety by reference
to the Merger Agreement, the full text of which is filed as Exhibit 1hereto and
incorporated herein by this reference.
Item 4. Purpose of the Transaction
On September 28, 1999, the Merger was completed. Pursuant to the Merger
Agreement, in exchange for an aggregate of 998,824 shares of NM Common Stock
(after giving effect to the
<PAGE>
conversion of warrants for 49,000 shares and the issuance of 150,000 shares to
certain private investors, which conversion and issuance occurred following the
execution of the Merger Agreement on August 20,1999 and before consummation of
the Merger on September 28, 1999) the former shareholders of NM acquired an
aggregate of 66,223,329 shares of Common Stock or 89.70% of the issued and
outstanding shares of Common Stock.
Upon consummation of the Merger, NM became a wholly-owned subsidiary of
the Issuer. Pursuant to the terms of the Merger Agreement, the Board of
Directors of the Issuer was increased from one to six members and the vacancies
thereby created were filled by persons designated by NM. At a meeting of the
Board held subsequent to the completion of the Merger, the Board voted to
increase the size of the Board to seven persons and elected an additional person
to the Board.
Pursuant to the Merger Agreement, certain shares of Common Stock held by
Signal Compression, Inc. ("Signal"), which prior to the Merger held
approximately 66% of the Common Stock and following the Merger holds
approximately 6.77% of the Common Stock, were pledged to NM to secure certain
indemnification obligations of the Issuer to NM and the former shareholders of
NM (the "Pledge Agreement"). The terms of the Pledge Agreement provide for the
release of a number of pledged shares equal to one percent (1%) of number of the
outstanding Common Stock on the Initial Release Date and on each subsequent
Release Date Page 4 of 7(each as defined in the Pledge Agreement; provided that
(a) no default has occurred and is continuing under the Pledge Agreement; (b)
the pledged shares remaining as collateral are sufficient to satisfy the
aggregate of claims made as of the Release Date; or (c) the pledgees shall not
have determined that a release of pledged shares would have an adverse impact on
the market or trading activity for the Common Stock. Under the Pledge Agreement,
a Release Date occurs thirty (30) days following the effective date of the
Merger and at quarterly intervals thereafter until the termination of the Pledge
Agreement. The Pledge Agreement terminates on the later of (i) eighteen months
following the effective time of the Merger or (ii) the resolutions of all claims
made under the Pledge Agreement. All references to the terms of the Pledge
Agreement are qualified in their entirety by reference to the Pledge Agreement,
which is attached as an exhibit to the Merger Agreement, filed as Exhibit 1
hereto and incorporated herein by this reference.
Because the shares of Common Stock received by the former shareholders of
NM were not registered under the Securities Act of 1933, as amended (the
"Act"),such shares are "restricted securities" (as defined in Rule 144
promulgated under the Act) and accordingly, may not be sold or transferred by
the holders thereof unless such shares are registered under the Act or are sold
or transferred pursuant to an exemption therefrom.
Other than as indicated above with respect to the Merger, the Reporting
Person listed in Item 2(a) above presently has no plans or proposals that relate
to or would otherwise result in:
(a) The acquisition by any person of additional securities of the
Issuer, or the disposition of securities of the Issuer;
(b) An extraordinary corporate transaction, such as a merger,
reorganization or liquidation, involving the Issuer or any of its
subsidiaries;
<PAGE>
(c) A sale or transfer of a material amount of assets of the Issuer or
any of its subsidiaries;
(d) Any change in the present board of directors or management of the
Issuer, including any plans or proposals to change the number or
term of directors or fill any existing vacancies on the board;
(e) Any material change in the present capitalization or dividend policy
of the Issuer;
(f) Any other material change in the Issuer's business or corporate
structure, including, but not limited to, if the Issuer is a
registered closed-end investment company, any plans or proposals to
make any changes in its investment policy for which a vote is
required by section 13 of the Investment Company Act of 1940;
(g) Changes 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;
(h) 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;
(i) A class of equity securities of the Issuer becoming eligible for
termination of registration pursuant to Section 12(g)(4) of the
Securities Exchange Act of 1934; or
(j) Any action similar to those enumerated above.
Item 5. Interest in Securities of the Issuer
The responses to Item 4 are incorporated herein by this reference.
(a) The Reporting Person listed in Item 2(a) beneficially owns
14,122,276 shares of the Common Stock, or 19.13% of the total number
of outstanding shares of the Common Stock on September 28, 1999.
(b) The number of shares of the Common Stock as to which there is sole
power to vote or to the direct the vote, shared power to vote or
direct the vote, sole power to dispose or direct the disposition, or
shared power to dispose or direct the disposition for the Reporting
Person listed in Item 2(a)is set forth on the cover page of the
Statement, and such information is incorporated herein by this
reference.
(c) During the 60 day period prior to the consummation of the Merger,
the Reporting Person effected the following transactions through
registered broker-dealers:
Date Transaction Quantity Price
---- ----------- -------- -----
<PAGE>
07/30/99 Sold 5,000 $ 8.07
08/03/99 Sold 9,500 7.42
09/14/99 Bought 100 5.375
(d) The Reporting Person has the sole right to receive the dividends
from, or the proceeds from the sale of shares reported on the cover
pages of this Statement.
(e) Not applicable.
Item 6. Contracts, Arrangements, Understandings or Relationships with Respect to
Securities of the Issuer
The responses to Item 4 are incorporated herein by this reference.
Item 7. Material to be Filed as Exhibits
None.
<PAGE>
Signature
After reasonable inquiry and to the best of my knowledge and belief, the
undersigned certifies that the information set forth in this statement is true,
complete and correct.
Date: November 10, 1999
_____________________________
/s/ Richard S. Granville, III
