SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 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)
Reynolds, Smith and Hills, Inc.
- --------------------------------------------------------------------------------
(Name of Issuer)
Common Stock, par value $0.01 per share
- --------------------------------------------------------------------------------
(Title of Class of Securities)
Not Applicable
- --------------------------------------------------------------------------------
(CUSIP Number)
David K. Robertson William B. Marianes
Chief Financial Officer Troutman Sanders L.L.P.
4651 Salisbury Road 600 Peachtree Street,N.E.
Jacksonville, Florida 32256 Suite 5200
(904) 296-2000 Atlanta, Georgia 30308
(404) 885-3000
- --------------------------------------------------------------------------------
(Name, Address and Telephone Number of Person Authorized
to Receive Notices and Communications
October 29, 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 which 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.
+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 the disclosure provided in a prior cover page.
The information required in 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, as amended (the "Exchange Act"), or otherwise subject to the
liabilities of that section of the Exchange Act but shall be subject to all
other provisions of the Exchange Act (however, see the Notes).
<PAGE>
<PAGE>
CUSIP NO. Not Applicable 13D
- ----------------------------------------------------------------
1. NAME OF REPORTING PERSON
Dale A. Barnes
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
- -----------------------------------------------------------------
2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP: a( x )
b( )
- -----------------------------------------------------------------
3. SEC USE ONLY
- -----------------------------------------------------------------
4. SOURCE OF FUNDS
PF and SC
- -----------------------------------------------------------------
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
- -----------------------------------------------------------------
Number of 7. SOLE VOTING POWER
9,316 Shares
Shares _________________________
Beneficially owned 8. SHARED VOTING POWER
0 Shares
by Each Reporting _________________________
Person 9. SOLE DISPOSITIVE POWER
9,316 Shares
With _________________________
l0. SHARED DISPOSITIVE POWER
0 Shares
- -----------------------------------------------------------------
11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
9,316 Shares
- -----------------------------------------------------------------
12. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES SHARES
( )
- -----------------------------------------------------------------
13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
2.02%
- -----------------------------------------------------------------
14. TYPE OF REPORTING PERSON
IN
- -----------------------------------------------------------------
<PAGE>
CUSIP NO. Not Applicable 13D
- ----------------------------------------------------------------
1. NAME OF REPORTING PERSON
John J. Bottaro
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
- -----------------------------------------------------------------
2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP: a( x )
b( )
- -----------------------------------------------------------------
3. SEC USE ONLY
- -----------------------------------------------------------------
4. SOURCE OF FUNDS
PF and SC
- -----------------------------------------------------------------
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
- -----------------------------------------------------------------
Number of 7. SOLE VOTING POWER
2,154 Shares
Shares _________________________
Beneficially owned 8. SHARED VOTING POWER
0 Shares
by Each Reporting _________________________
Person 9. SOLE DISPOSITIVE POWER
2,154 Shares
With _________________________
l0. SHARED DISPOSITIVE POWER
0 Shares
- -----------------------------------------------------------------
11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
2,154 Shares
- -----------------------------------------------------------------
12. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES SHARES
( )
- -----------------------------------------------------------------
13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
0.47%
- -----------------------------------------------------------------
14. TYPE OF REPORTING PERSON
IN
- -----------------------------------------------------------------
<PAGE>
CUSIP NO. Not Applicable 13D
- ----------------------------------------------------------------
1. NAME OF REPORTING PERSON
David E. Clavier
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
- -----------------------------------------------------------------
2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP: a( x )
b( )
- -----------------------------------------------------------------
3. SEC USE ONLY
- -----------------------------------------------------------------
4. SOURCE OF FUNDS
PF and SC
- -----------------------------------------------------------------
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
- -----------------------------------------------------------------
Number of 7. SOLE VOTING POWER
89 Shares
Shares _________________________
Beneficially owned 8. SHARED VOTING POWER
0 Shares
by Each Reporting _________________________
Person 9. SOLE DISPOSITIVE POWER
89 Shares
With _________________________
l0. SHARED DISPOSITIVE POWER
0 Shares
- -----------------------------------------------------------------
11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
89 Shares
- -----------------------------------------------------------------
12. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES SHARES
( )
- -----------------------------------------------------------------
13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
.02%
- -----------------------------------------------------------------
14. TYPE OF REPORTING PERSON
IN
- -----------------------------------------------------------------
<PAGE>
CUSIP NO. Not Applicable 13D
- ----------------------------------------------------------------
1. NAME OF REPORTING PERSON
Darold F. Cole
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
- -----------------------------------------------------------------
2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP: a( x )
b( )
- -----------------------------------------------------------------
3. SEC USE ONLY
- -----------------------------------------------------------------
4. SOURCE OF FUNDS
PF and SC
- -----------------------------------------------------------------
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
- -----------------------------------------------------------------
Number of 7. SOLE VOTING POWER
26,926 Shares
Shares _________________________
Beneficially owned 8. SHARED VOTING POWER
0 Shares
by Each Reporting _________________________
Person 9. SOLE DISPOSITIVE POWER
26,926 Shares
With _________________________
l0. SHARED DISPOSITIVE POWER
0 Shares
- -----------------------------------------------------------------
11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
26,926 Shares
- -----------------------------------------------------------------
12. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES SHARES
( )
- -----------------------------------------------------------------
13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
5.83%
- -----------------------------------------------------------------
14. TYPE OF REPORTING PERSON
IN
- -----------------------------------------------------------------
<PAGE>
CUSIP NO. Not Applicable 13D
- ----------------------------------------------------------------
1. NAME OF REPORTING PERSON
Joseph N. Debs
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
- -----------------------------------------------------------------
2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP: a( x )
b( )
- -----------------------------------------------------------------
3. SEC USE ONLY
- -----------------------------------------------------------------
4. SOURCE OF FUNDS
PF and SC
- -----------------------------------------------------------------
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
- -----------------------------------------------------------------
Number of 7. SOLE VOTING POWER
9,280 Shares
Shares _________________________
Beneficially owned 8. SHARED VOTING POWER
0 Shares
by Each Reporting _________________________
Person 9. SOLE DISPOSITIVE POWER
9,280 Shares
With _________________________
l0. SHARED DISPOSITIVE POWER
0 Shares
- -----------------------------------------------------------------
11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
9,280 Shares
- -----------------------------------------------------------------
12. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES SHARES
( )
- -----------------------------------------------------------------
13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
2.01%
- -----------------------------------------------------------------
14. TYPE OF REPORTING PERSON
IN
- -----------------------------------------------------------------
<PAGE>
CUSIP NO. Not Applicable 13D
- ----------------------------------------------------------------
1. NAME OF REPORTING PERSON
Lawrence D. Ellis
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
- -----------------------------------------------------------------
2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP: a( x )
b( )
- -----------------------------------------------------------------
3. SEC USE ONLY
- -----------------------------------------------------------------
4. SOURCE OF FUNDS
PF and SC
- -----------------------------------------------------------------
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
- -----------------------------------------------------------------
Number of 7. SOLE VOTING POWER
129 Shares
Shares _________________________
Beneficially owned 8. SHARED VOTING POWER
0 Shares
by Each Reporting _________________________
Person 9. SOLE DISPOSITIVE POWER
129 Shares
With _________________________
l0. SHARED DISPOSITIVE POWER
0 Shares
- -----------------------------------------------------------------
11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
129 Shares
- -----------------------------------------------------------------
12. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES SHARES
( )
- -----------------------------------------------------------------
13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
0.03%
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14. TYPE OF REPORTING PERSON
IN
- -----------------------------------------------------------------
<PAGE>
CUSIP NO. Not Applicable 13D
- ----------------------------------------------------------------
1. NAME OF REPORTING PERSON
Leerie T. Jenkins, Jr.
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
- -----------------------------------------------------------------
2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP: a( x )
b( )
- -----------------------------------------------------------------
3. SEC USE ONLY
- -----------------------------------------------------------------
4. SOURCE OF FUNDS
PF and SC
- -----------------------------------------------------------------
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
- -----------------------------------------------------------------
Number of 7. SOLE VOTING POWER
73,007 Shares
Shares _________________________
Beneficially owned 8. SHARED VOTING POWER
0 Shares
by Each Reporting _________________________
Person 9. SOLE DISPOSITIVE POWER
73,007 Shares
With _________________________
l0. SHARED DISPOSITIVE POWER
0 Shares
- -----------------------------------------------------------------
11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
73,007 Shares
- -----------------------------------------------------------------
12. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES SHARES
( )
- -----------------------------------------------------------------
13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
15.80%
- -----------------------------------------------------------------
14. TYPE OF REPORTING PERSON
IN
- -----------------------------------------------------------------
<PAGE>
CUSIP NO. Not Applicable 13D
- ----------------------------------------------------------------
1. NAME OF REPORTING PERSON
J. Ronald Ratliff
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
- -----------------------------------------------------------------
2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP: a( x )
b( )
- -----------------------------------------------------------------
3. SEC USE ONLY
- -----------------------------------------------------------------
4. SOURCE OF FUNDS
PF and SC
- -----------------------------------------------------------------
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
- -----------------------------------------------------------------
Number of 7. SOLE VOTING POWER
38,127 Shares
Shares _________________________
Beneficially owned 8. SHARED VOTING POWER
0 Shares
by Each Reporting _________________________
Person 9. SOLE DISPOSITIVE POWER
38,127 Shares
With _________________________
l0. SHARED DISPOSITIVE POWER
0 Shares
- -----------------------------------------------------------------
11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
38,127 Shares
- -----------------------------------------------------------------
12. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES SHARES
( )
- -----------------------------------------------------------------
13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
8.25%
- -----------------------------------------------------------------
14. TYPE OF REPORTING PERSON
IN
- -----------------------------------------------------------------
<PAGE>
CUSIP NO. Not Applicable 13D
- ----------------------------------------------------------------
1. NAME OF REPORTING PERSON
Brian P. Reed
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
- -----------------------------------------------------------------
2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP: a( x )
b( )
- -----------------------------------------------------------------
3. SEC USE ONLY
- -----------------------------------------------------------------
4. SOURCE OF FUNDS
PF and SC
- -----------------------------------------------------------------
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
- -----------------------------------------------------------------
Number of 7. SOLE VOTING POWER
3,342 Shares
Shares _________________________
Beneficially owned 8. SHARED VOTING POWER
0 Shares
by Each Reporting _________________________
Person 9. SOLE DISPOSITIVE POWER
3,342 Shares
With _________________________
l0. SHARED DISPOSITIVE POWER
0 Shares
- -----------------------------------------------------------------
11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
3,342 Shares
- -----------------------------------------------------------------
12. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES SHARES
( )
- -----------------------------------------------------------------
13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
0.72%
- -----------------------------------------------------------------
14. TYPE OF REPORTING PERSON
IN
- -----------------------------------------------------------------
<PAGE>
CUSIP NO. Not Applicable 13D
- ----------------------------------------------------------------
1. NAME OF REPORTING PERSON
David K. Robertson
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
- -----------------------------------------------------------------
2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP: a( x )
b( )
- -----------------------------------------------------------------
3. SEC USE ONLY
- -----------------------------------------------------------------
4. SOURCE OF FUNDS
PF and SC
- -----------------------------------------------------------------
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
- -----------------------------------------------------------------
Number of 7. SOLE VOTING POWER
30,256 Shares
Shares _________________________
Beneficially owned 8. SHARED VOTING POWER
0 Shares
by Each Reporting _________________________
Person 9. SOLE DISPOSITIVE POWER
30,256 Shares
With _________________________
l0. SHARED DISPOSITIVE POWER
0 Shares
- -----------------------------------------------------------------
11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
30,256 Shares
- -----------------------------------------------------------------
12. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES SHARES
( )
- -----------------------------------------------------------------
13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
6.55%
- -----------------------------------------------------------------
14. TYPE OF REPORTING PERSON
IN
- -----------------------------------------------------------------
<PAGE>
Item 1. Security and Issuer.
The title of the class of securities to which this Schedule 13D relates
is common stock, par value $0.01 per share ("Common Stock"), of Reynolds, Smith
and Hills, Inc., a Florida corporation ("RS&H" or the "Company"). The principal
executive offices of the Company are located at 4651 Salisbury Road,
Jacksonville, Florida 32256.
Item 2. Identity and Background.
This statement is filed by and on behalf of a group consisting of the
following 10 individuals, who are all officers of the Company. The members of
the group are referred to collectively as the "Reporting Persons." Set forth
below is the name, position and present principal occupation of each of the
Reporting Persons. Except as otherwise indicated, (i) the business address of
each of such persons is 4651 Salisbury Road, Jacksonville, Florida 32256, (ii)
each of such persons has not been convicted in a criminal proceeding (excluding
traffic violations or similar misdemeanors) during the last five years, (iii)
during the last five years, each of such persons has not been a party to a civil
proceeding of a judicial or administrative body of competent jurisdiction, as a
result of which civil proceeding such person was or is subject to 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, and (iv) each of such persons is a citizen
of the United States.
Name Present Principal Occupation with RS&H
Dale A. Barnes......................Operating Program Director
John J. Bottaro.....................Senior Vice President
David E. Clavier....................Senior Vice President
Darold F. Cole......................Senior Vice President and Director
Joseph N. Debs......................Senior Vice President
Lawrence D. Ellis...................Senior Vice President
Leerie T. Jenkins, Jr...............Chief Executive Officer and Chairman
J. Ronald Ratliff...................Executive Vice President and Director
Brian P. Reed.......................Senior Vice President
David K. Robertson..................Secretary, Treasurer,
Executive Vice President,
Chief Financial Officer,
Chief Operating Officer and Director
<PAGE>
Item 3. Source and Amount of Funds or Other Consideration
The obligation to file this Schedule 13D was triggered by the formation
of a group (within the meaning of Rule 13d-5(b)(1) under the Securities Exchange
Act of 1934) by the Reporting Persons for the purpose of acquiring additional
shares of Common Stock from third parties. On October 29, 1999, each of the
Reporting Persons agreed to act as a group in the acquisition of these shares of
Common Stock and to distribute the shares pro rata among all Reporting Persons.
The financing of these acquisitions will be provided by the Company through
loans of up to $10,000 in principal amount to each of the Reporting Persons
pursuant to a promissory note executed by such Reporting Person (the "Promissory
Note"). The interest rate for each Promissory Note will be the applicable
minimum federal rate at the time of disbursement. The term of each Promissory
Note will be six years with interest only to be paid the first year and
principal to be paid over the remaining five year period, both in equal
bi-weekly installments. At the option of the Reporting Persons, payments of
interest and principal may be made through payroll deductions of the Reporting
Persons so long as such individual is an employee of the Company. The only
recourse the Company will have against the Reporting Persons for repayment of
each of the Promissory Notes will be the shares of Common Stock purchased with
the proceeds of the Promissory Note pursuant to a pledge agreement entered into
between the Company and each of the Reporting Persons (the "Pledge Agreement").
Copies of the Form of Promissory Note and Form of Pledge Agreement are filed as
Exhibits 1 and 2 to this Schedule 13D and are incorporated herein by this
reference.
Item 4. Purpose of Transaction.
As described in Item 3 herein, the purpose of the formation of the
group is the acquisition by the Reporting Persons of additional shares of the
Company's Common Stock. The Reporting Persons have acquired the shares for
investment purposes. The Reporting Persons do not currently have any plan or
proposal which would relate to or result in:
a) an extraordinary corporate transaction, such as a merger,
reorganization or liquidation, involving the Company or any of
its subsidiaries,
b) a sale or transfer of a material amount of assets of the issuer
or any of its subsidiaries,
c) any material change in the present capitalization or dividend
policy of the Company,
d) any other material change in the Company's business or corporate
structure,
e) any change in the present board of directors or management, or
f) any action similar to those listed above.
However, the Reporting Persons are currently considering plans and proposals, on
a preliminary basis, which may relate to or result in one or more of the
foregoing events, and are engaged in preliminary discussions with third parties
regarding such plans and proposals. Should they deem it to be in the best
interests of the Company or its shareholders, the Reporting Persons may adopt
plans or proposals currently under consideration, may consider similar plans or
proposals in the future, and may engage in preliminary discussions with third
parties regarding similar plans or proposals in the future.
Except as described above, and except for the expectations that each of
the Reporting Persons may from time to time sell the Company's Common Stock,
purchase shares of the Company's Common Stock through the Company's 401(k) Plan
and the exercise of stock options granted to the Reporting Persons, and receive
the Company's Common Stock pursuant to the Company's stock bonus plans
(depending upon market conditions, need for funds, and other factors personal to
each Reporting Person), none of the Reporting Persons has any present plans or
proposals with respect to the Company that relate to or could result in the
occurrence of any of the following events:
<PAGE>
(a) The acquisition by any person of additional securities of the
Company, or the disposition of securities of the Company;
(b) An extraordinary corporate transaction, such as a merger,
reorganization or liquidation, involving the Company or any of
its subsidiaries;
(c) A sale or transfer of a material amount of assets of the Company
or any of its subsidiaries;
(d) Any change in the present board of directors or management of the
Company, including any plans or proposals to change the number or
term of directors to fill any existing vacancies on the board;
(e) Any material change in the present capitalization or dividend
policy of the Company;
(f) Any other material change in the Company's business or corporate
structure;
(g) Changes in the Company's charter, bylaws or instruments
corresponding thereto or other actions which may impede the
acquisition of control of the Company by any person;
(h) Causing a class of securities of the Company 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 Company becoming eligible for
termination of registration pursuant to Section 12(g)(4) of the
Act; or
(j) Any action similar to any of those enumerated above.
Item 5. Interest in Securities of the Issuer.
(a)(b) The beneficial ownership of the Company's Common Stock of each
of the Reporting Persons as of September 30, 1999 and based upon information
provided by the Company is set forth in the table below. Each of the Reporting
Persons has sole voting and dispositive power with respect to the shares of
Common Stock indicated in the table below.
<PAGE>
- --------------------------------------------------------------------------------
Name of Number of Shares
Reporting Person Beneficially Owned Percentage
- --------------------------------------------------------------------------------
Dale A. Barnes 9,316 2.02%
- --------------------------------------------------------------------------------
John J. Bottaro 2,154 0.47
- --------------------------------------------------------------------------------
David E. Clavier 89 0.02
- --------------------------------------------------------------------------------
Darold F. Cole 26,926 5.83
- --------------------------------------------------------------------------------
Joseph N. Debs 9,280 2.01
- --------------------------------------------------------------------------------
Lawrence D. Ellis 129 0.03
- --------------------------------------------------------------------------------
Leerie T. Jenkins, Jr. 73,007 15.80
- --------------------------------------------------------------------------------
J. Ronald Ratliff 38,127 8.25
- --------------------------------------------------------------------------------
Brian P. Reed 3,342 0.72
- --------------------------------------------------------------------------------
David K. Robertson 30,256 6.55
- --------------------------------------------------------------------------------
(c) The following Reporting Persons have effected a transaction in the
Common Stock of the Company through the purchase of such stock on September 30,
1999 pursuant to the Company's 401(k) Plan:
- --------------------------------------------------------------------------------
Reporting Persons Number of Shares Price Per Share
- --------------------------------------------------------------------------------
David E. Clavier 89 $15.00
- --------------------------------------------------------------------------------
Lawrence D. Ellis 34 $15.00
- --------------------------------------------------------------------------------
Leerie T. Jenkins, Jr. 141 $15.00
- --------------------------------------------------------------------------------
David K. Robertson 94 $15.00
- --------------------------------------------------------------------------------
(d) Inapplicable.
(e) Inapplicable.
<PAGE>
Item 6. Contracts, Arrangements, Understandings or Relationships
with Respect to Securities of the Issuer.
As described in Item 4 herein, the Company has entered into a
Promissory Note and a Pledge Agreement with each of the Reporting Persons with
respect to the purchase of shares of Common Stock of the Company. Copies of the
Form of Promissory Note and Form of Pledge Agreement are filed as Exhibits 1 and
2 to this Schedule 13D and are incorporated herein by this reference.
Pursuant to Rule 13d-1(k) promulgated under the Exchange Act, the
Reporting Persons have entered into an agreement with respect to the joint
filing of this statement, and any amendment or amendments hereto, which is filed
as Exhibit 3 to this Schedule 13D and is incorporated herein by this reference.
Item 7. Material to be Filed as Exhibits.
The following documents are filed as exhibits:
1. Form of Promissory Note dated November 8, 1999 between the
Company and each of the Reporting Persons.
2. Form of Pledge Agreement dated November 8, 1999 between the
Company and each of the Reporting Persons.
3. Joint Filing Agreement dated November 8, 1999 among the
Reporting Persons.
<PAGE>
SIGNATURES
After reasonable inquiry and to the best of my knowledge and belief, I
certify that the information set forth in this statement is true, complete and
correct.
Dated: November 8, 1999
By: /s/Dale A. Barnes
----------------------
Dale A. Barnes
By: /s/John J. Bottaro
-----------------------
John J. Bottaro
By: /s/David E. Clavier
------------------------
David E. Clavier
By: /s/Darold F. Cole
----------------------
Darold F. Cole
By: /s/Joseph N. Debs
----------------------
Joseph N. Debs
By: /s/Lawrence D. Ellis
-------------------------
Lawrence D. Ellis
By: /s/Leerie T. Jenkins, Jr.
------------------------------
Leerie T. Jenkins, Jr.
By: /s/J. Ronald Ratliff
-------------------------
J. Ronald Ratliff
By: /s/Brian P. Reed
---------------------
Brian P. Reed
By: /s/David K. Robertson
--------------------------
David K. Robertson
<PAGE>
EXHIBIT INDEX
1. Form of Promissory Note dated November 8, 1999 between the
Company and each of the Reporting Persons.
2. Form of Pledge Agreement dated November 8, 1999 between the
Company and each of the Reporting Persons.
3. Joint Filing Agreement dated November 8, 1999 among the
Reporting Persons.
<PAGE>
EXHIBIT 1
FORM OF PROMISSORY NOTE
PROMISSORY NOTE
$10,000.00 Jacksonville, Florida
November ___, 1999
FOR VALUE RECEIVED, the undersigned, _____________________, a Florida
resident ("Maker"), promises to pay to the order of REYNOLDS, SMITH AND HILLS,
INC., a Florida corporation (together with any subsequent holder or transferee
hereof, "Holder"), at 4651 Salisbury Road, Jacksonville, Florida 32256, or at
such other address as Holder shall hereafter from time to time designate to
Maker in writing, the principal sum of up to Ten Thousand and 00/100 DOLLARS
($10,000.00), with amounts to be distributed to Maker from time to time (each
such distribution to be the "Principal"), together with accrued interest
("Interest") on such Principal equal to the prime rate published in the "Money
Rates" table of The Wall Street Journal on the date of such distribution.
Subject to the other provisions hereof, Interest shall be due and
payable on the Principal in one hundred fifty-six (156) equal bi-weekly
installments beginning one month after the date of distribution of any
Principal. Principal shall be due and payable in one hundred thirty (130) equal
bi-weekly installments beginning one year after the date of distribution of
Principal. Maker hereby specifically agrees that any amount due hereunder, may
be withheld by Holder from any compensation, salary or other payments which
become due and owing from Holder to Maker from time to time. Any payment of
Principal not paid to Holder when due as set forth herein shall bear interest in
addition to that stated above, until paid, at the rate equal to the lesser of
(i) the highest rate permitted by applicable law; or (ii) five percent (5%) per
annum.
As collateral security for the repayment of all sums due under this
Note, Maker has pledged all shares of common stock of Holder purchased by Maker
with the proceeds of this Note (the "Shares") pursuant to that certain Stock
Pledge Agreement of even date herewith between Maker and Holder, which is
attached hereto as Schedule 1 and incorporated herein by reference (the "Pledge
Agreement"). Any failure of Maker to make any payment hereunder within ten (10)
days after the date it is due, or any other "Event of Default" as defined in and
pursuant to the Pledge Agreement by Maker, shall constitute an "Event of
Default" by Maker hereunder.
Upon the occurrence of an Event of Default pursuant hereto by Maker or
the voluntary or involuntary termination of Maker's employment with Holder,
Holder shall be entitled to seek and obtain all available rights, remedies and
damages, whether existing at law, in equity or pursuant to this Note, including,
without limitation, the acceleration and payment of all unpaid Principal and
accrued Interest due hereunder, and such amounts may be withheld from any
salary, compensation or other payments due from Holder (the "Compensation
Offset"). Notwithstanding anything herein to the contrary, following an Event of
Default by Maker hereunder, Maker shall have no personal liability to Holder for
any sums due pursuant to this Note beyond the Compensation Offset and Holder's
right to foreclose its security interest on the Shares subject to the Pledge
Agreement.
<PAGE>
The Company will maintain all records as to the amounts of Principal
disbursed to Maker and the applicable Interest rates thereon, and such records
shall be deemed prima facie evidence of the amount due under this Note.
Maker shall be entitled, at any time and from time to time, without the
consent of Holder and without paying any penalty or premium therefor, to prepay
all or any portion or portions of the outstanding Principal and accrued Interest
due pursuant hereto.
Time is of the essence of this Note, and in the event this Note is
collected by law or through an attorney at law, Maker agrees to pay all
attorneys' fees and costs of collection. This Note shall be governed by and
construed in accordance with the laws of the State of Florida.
No delay or omission on the part of Holder in exercising any right
hereunder shall operate as a waiver of such right or of any other right under
this Note. A waiver of any right or remedy on any one occasion shall not be
construed as a bar to or waiver of any right or remedy on any future occasion.
IN WITNESS WHEREOF, the undersigned Maker has executed this Note under
seal as of the day and year first above written.
"Maker"
(SEAL)
-----------------------
----------------------
Print Name
<PAGE>
STOCK POWER
FOR VALUE RECEIVED, ________________________ does
hereby sell, assign and transfer unto Reynolds, Smith and
Hills, Inc. (the "Company") ________ (____) shares (the
"Shares") of the common stock, par value $0.01 per share, of
the Company, standing in the undersigned's name on the books
of the Company represented by Certificate No. ___ herewith,
and does hereby irrevocably constitute and appoint Troutman
Sanders, L.L.P. attorney to transfer the Shares on the books
of the Company with full power of substitution in the
premises.
Dated:___________ ___________________________________
Name:
<PAGE>
EXHIBIT 2
FORM OF PLEDGE AGREEMENT
STOCK PLEDGE AGREEMENT
----------------------
THIS STOCK PLEDGE AGREEMENT (the "Agreement") is made and entered into
as of the ___ day of ________, 1999, by and between _____________________, a
Florida resident ("Pledgor"), and REYNOLDS, SMITH AND HILLS, INC., a Florida
corporation (the "Company").
W I T N E S S E T H:
--------------------
WHEREAS, Pledgor owns ___________ (____) shares (the "Shares") of the
common stock of the Company represented by certificate number ________ (the
"Certificate") purchased with the proceeds of that certain Promissory Note of
even date herewith made by Pledgor payable to the order of the Company in the
principal amount of ____________ and 00/100 Dollars ($_____.00) (the "Note); and
WHEREAS, Pledgor desires to pledge the Shares, and the Company has
agreed to accept Pledgor's pledge of the Shares, as collateral and security for
certain obligations owed by Pledgor to the Company under the Note and this
Agreement;
NOW, THEREFORE, FOR AND IN CONSIDERATION of the premises, the mutual
promises, covenants and agreements contained herein, and for other good and
valuable consideration, the receipt and sufficiency of which are hereby
acknowledged, the parties hereto hereby agree as follows:
1. Obligations Secured. Pledgor's pledge of the Shares to the Company
pursuant hereto shall secure the following obligations of Pledgor (collectively,
the "Obligations"): (a) all of Pledgor's agreements and obligations set forth in
this Agreement; and (b) the full and timely payment of all sums due under the
Note.
2. Creation of Security Interest. Pledgor hereby transfers, assigns,
conveys and grants to the Company a first priority, purchase money security
interest in the Shares, and herewith deposits and pledges the Certificate
representing the Shares with and to the Company as collateral and security for
the full and timely performance of the Obligations. Pledgor also herewith
deposits with the Company an executed, undated blank stock power (the "Stock
Power") with respect to the Shares, which shall also be held by the Company as
collateral and security for the satisfaction of the Obligations.
3. Representations and Warranties of Pledgor. Pledgor hereby represents
and warrants to the Company that, as of the date hereof and at all times during
the term of this Agreement, except as set forth herein, Pledgor has not made and
will not make any other pledges, assignments, hypothecations, grants of security
interests or transfers of any of the Shares or the Certificate.
<PAGE>
4. Event of Default.
(a) A "Default" shall mean the occurrence of any one (1) or more of the
following:
(i) any failure by Pledgor to timely comply with or otherwise
pay or perform any of the Obligations;
(ii) the insolvency of Pledgor or the entry of a decree or
order for relief by a court having jurisdiction over Pledgor in an
involuntary case under the federal bankruptcy laws, as now or hereafter
constituted, or any other applicable federal or state bankruptcy,
insolvency or other similar law, and the continuance of any such decree
or order unstayed and in effect for a period of thirty (30) consecutive
days; or
(iii) the commencement by Pledgor of a voluntary case under
the federal bankruptcy laws, as now constituted or hereafter amended,
or any other applicable federal or state bankruptcy, insolvency or
other similar law.
(b) An "Event of Default" shall be mean either: (i) the occurrence of
an "Event of Default" as defined in the Note; or (ii) the failure of Pledgor to
cure any other Default within ten (10) days after the date Pledgor receives
written notice thereof from the Company.
(c) Upon the occurrence of an Event of Default or the voluntary or
involuntary termination of Pledgor's employment with the Company, in addition to
those rights and remedies available at law, in equity, granted herein or in any
other agreement now or hereafter in effect between Pledgor and the Company, the
Company's rights and remedies with respect to the Shares shall, in all respects,
events and contingencies, be those of a secured party under the Uniform
Commercial Code, as the same may from time to time be in effect, and under any
other applicable law. In addition, the Company shall be permitted to withhold
any amounts necessary from Pledgor's compensation, salary or other sums payable
from the Company to satisfy the Note or any Default, and the Company is
permitted to use the Stock Power to effectuate the immediate transfer of the
Shares to the Company following any Event of Default.
(d) Pledgor agrees that any notice by the Company of any sale,
disposition or other intended action hereunder or in connection herewith,
whether required by the Uniform Commercial Code or otherwise, shall constitute
reasonable notice to Pledgor if such notice is personally delivered or mailed by
regular or certified mail, postage prepaid, at least ten (10) days prior to such
action, to any known address of Pledgor or to any address which Pledgor has
specified in writing to the Company as the address to which notices hereunder
shall be given to Pledgor.
(e) Pledgor agrees to pay all reasonable costs and expenses (including,
without limitation, all court costs and attorneys' fees) paid or incurred by the
Company in exercising any of his rights or remedies under this Agreement, in
realizing upon the Shares or in enforcing Pledgor's payment or performance of
the Obligations.
<PAGE>
5. Voting; Dividends. Unless and until a Default has occurred, Pledgor
shall have the right to exercise all voting, consensual and other powers of
ownership pertaining to the Shares, and Pledgor shall be entitled to receive and
retain any dividends paid on the Shares.
6. No Waiver by the Company. The Company shall not be deemed to have
waived any of its rights or remedies arising hereunder, pursuant to applicable
law or otherwise unless such waiver shall be contained in a writing executed by
the Company. No delay on the part of the Company in exercising any power or
right hereunder shall operate as a waiver thereof, nor shall any single or
partial exercise of any power or right hereunder preclude any other or further
exercise thereof or the exercise of any other power or right.
7. Term. This Agreement shall remain in full force and effect until all
sums due pursuant to the Note have been paid in full and all of the Obligations
have been satisfied, at which time both this Agreement and the pledge of the
Shares pursuant hereto shall terminate and the Company shall return the
Certificate and the Stock Power to Pledgor.
8. Miscellaneous. This Agreement: (a) together with the Note, contains
the entire agreement between the parties hereto concerning the subject matter
hereof, and supersedes and replaces all prior contrary negotiations and contrary
oral or written agreements; (b) may not be modified or amended except through a
writing signed by both the Company and Pledgor; (c) shall be governed by and
construed in accordance with the laws of the State of Florida; (d) may be
executed in one or more counterparts, each of which shall be deemed to be an
original, but all of which together shall constitute one and the same agreement;
(e) is not assignable by either party hereto without the prior written consent
of the other party; and (f) is binding on the parties hereto and their
respective heirs, beneficiaries, successors and permitted assigns.
IN WITNESS WHEREOF, the parties hereto have executed this Agreement
under seal as of the day and year first above written.
"Pledgor"
_______________________ (SEAL)
Reynolds, Smith and Hills, Inc.
By: _________________________
Its: _________________________
[CORPORATE SEAL]
<PAGE>
EXHIBIT 3
JOINT FILING AGREEMENT PURSUANT TO RULE 13d-1(k)
The undersigned acknowledge and agree that the foregoing statement on
Schedule 13D is filed on behalf of each of the undersigned and that all
subsequent amendments to this statement on Schedule 13D shall 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 him or her contained therein, but shall not be
responsible for the completeness and accuracy of the information concerning the
others, except to the extent he or she knows or has reason to believe that such
information is inaccurate. This Joint Filing Agreement may be executed in any
number of counterparts and all of such counterparts taken together shall
constitute one and the same instrument.
Dated: November 8, 1999
By: /s/Dale A. Barnes
----------------------
Dale A. Barnes
By: /s/John J. Bottaro
----------------------
John J. Bottaro
By: /s/David E. Clavier
------------------------
David E. Clavier
By: /s/Darold F. Cole
----------------------
Darold F. Cole
By: /s/Joseph N. Debs
----------------------
Joseph N. Debs
By: /s/Lawrence D. Ellis
-------------------------
Lawrence D. Ellis
By: /s/Leerie T. Jenkins, Jr.
-------------------------------
Leerie T. Jenkins, Jr.
By: /s/J. Ronald Ratliff
-------------------------
J. Ronald Ratliff
By: /s/Brian P. Reed
---------------------
Brian P. Reed
By: /s/David K. Robertson
--------------------------
David K. Robertson
