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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
AMENDMENT NO. 1
TO
SCHEDULE 13D
Under the Securities Exchange Act of 1934
WISCONSIN CENTRAL TRANSPORTATION CORPORATION
(Name of Issuer)
Common Stock, $0.01 par value
(Title of Class of Securities)
976592105
(CUSIP Number)
Edward A. Burkhardt
8600 West Bryn Mawr Avenue
Suite 500N
Chicago, IL 60631
(773) 714-8669
(Name, Address and Telephone Number of Person Authorized
to receive Notices and Communications)
November 2, 2000
(Dates 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 (S)(S)240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the
following box [X].
Note: Schedules filed in paper format shall include a signed original and five
copies of the Schedule, including all exhibits. See (S)240.13d-7 for other
parties to whom copies are to be sent.
* The remainder of this cover page shall be filled out for a reporting person's
initial filing on this form with respect to the subject class of securities, and
for any subsequent amendment containing information which would alter
disclosures provided in a prior cover page.
The information required on the remainder of this cover page shall not be deemed
to be "filed" for the purpose of Section 18 of the Securities Exchange Act of
1934 ("Act") or otherwise subject to the liabilities of that section of the Act
but shall be subject to all other provisions of the Act (however, see the
Notes).
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CUSIP No. 976592105
1. Name of reporting person
I.R.S. Identification No. of above person
John W. Barriger
2. Check the appropriate box if a member of a group (a) [_]
(b) [X]
3. SEC Use Only
4. Sources of Funds
PF
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 Shares ___________________________________________________
Beneficially Owned by 7. Sole Voting Power
Each Reporting Person 3,000
with: 8. Shared Voting Power
0
9. Sole Dispositive Power
3,000
10. Shared Dispositive Power
0
11. Aggregate amount beneficially owned by each reporting person
3,000 shares of Common Stock
12. Check box if the aggregate amount in row (11) excludes certain shares [X]
13. Percent of class represented by amount in row (11)
Less than 0.1%
14. Type of reporting person
IN
2
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CUSIP No. 976592105
1. Name of reporting person
I.R.S. Identification No. of above person
Edward A. Burkhardt
2. Check the appropriate box if a member of a group (a) [_]
(b) [X]
3. SEC Use Only
4. Sources of Funds
PF
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 Shares ____________________________________________________
Beneficially Owned by 7. Sole Voting Power
Each Reporting Person 3,510,004
with: 8. Shared Voting Power
0
9. Sole Dispositive Power
3,510,004
10. Shared Dispositive Power
0
11. Aggregate amount beneficially owned by each reporting person
3,510,004 shares of Common Stock
12. Check box if the aggregate amount in row (11) excludes certain shares [X]
13. Percent of class represented by amount in row (11)
7.1%
14. Type of reporting person
IN
3
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CUSIP No. 976592105
1. Name of reporting person
I.R.S. Identification No. of above person
Robert E. Dowdy
2. Check the appropriate box if a member of a group (a) [_]
(b) [X]
3. SEC Use Only
4. Sources of Funds
PF
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 Shares ____________________________________________________
Beneficially Owned by 7. Sole Voting Power
Each Reporting Person 100
with: 8. Shared Voting Power
0
9. Sole Dispositive Power
100
10. Shared Dispositive Power
0
11. Aggregate amount beneficially owned by each reporting person
100 shares of Common Stock
12. Check box if the aggregate amount in row (11) excludes certain shares [X]
13. Percent of class represented by amount in row (11)
Less than 0.1%
14. Type of reporting person
IN
4
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CUSIP No. 976592105
1. Name of reporting person
I.R.S. Identification No. of above person
Aaron J. Gellman
2. Check the appropriate box if a member of a group
(a) [_]
(b) [X]
3. SEC Use Only
4. Sources of Funds
PF
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 Shares ____________________________________________________
Beneficially Owned by 7. Sole Voting Power
Each Reporting Person 2,000
with: 8. Shared Voting Power
0
9. Sole Dispositive Power
2,000
10. Shared Dispositive Power
0
11. Aggregate amount beneficially owned by each reporting person
2,000 shares of Common Stock
12. Check box if the aggregate amount in row (11) excludes certain shares [X]
13. Percent of class represented by amount in row (11)
Less than 0.1%
14. Type of reporting person
IN
5
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CUSIP No. 976592105
1. Name of reporting person
I.R.S. Identification No. of above person
Michael W. Howell
2. Check the appropriate box if a member of a group
(a) [_]
(b) [X]
3. SEC Use Only
4. Sources of Funds
PF
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 Kingdom
Number of Shares ___________________________________________________
Beneficially Owned by 7. Sole Voting Power
Each Reporting Person 1,150
with: 8. Shared Voting Power
0
9. Sole Dispositive Power
1,150
10. Shared Dispositive Power
0
11. Aggregate amount beneficially owned by each reporting person
1,150 shares of Common Stock
12. Check box if the aggregate amount in row (11) excludes certain shares [X]
13. Percent of class represented by amount in row (11)
Less than 0.1%
14. Type of reporting person
IN
6
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CUSIP No. 976592105
1. Name of reporting person
I.R.S. Identification No. of above person
Henry Posner III
2. Check the appropriate box if a member of a group
(a) [ ]
(b) [X]
3. SEC Use Only
4. Sources 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
Number of Shares ____________________________________________________
Beneficially Owned by 7. Sole Voting Power
Each Reporting Person 0
with: 8. Shared Voting Power
0
9. Sole Dispositive Power
0
10. Shared Dispositive Power
0
11. Aggregate amount beneficially owned by each reporting person
0 shares of Common Stock
12. Check box if the aggregate amount in row (11) excludes certain shares [X]
13. Percent of class represented by amount in row (11)
0%
14. Type of reporting person
IN
7
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CUSIP No. 976592105
1. Name of reporting person
I.R.S. Identification No. of above person
Andy Sze
2. Check the appropriate box if a member of a group
(a) [_]
(b) [X]
3. SEC Use Only
4. Sources of Funds
PF
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 Shares _____________________________________________________
Beneficially Owned by 7. Sole Voting Power
Each Reporting Person 23,000
with: 8. Shared Voting Power
0
9. Sole Dispositive Power
23,000
10. Shared Dispositive Power
0
11. Aggregate amount beneficially owned by each reporting person
23,000 shares of Common Stock
12. Check box if the aggregate amount in row (11) excludes certain shares [X]
13. Percent of class represented by amount in row (11)
Less than 0.1%
14. Type of reporting person
IN
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Preliminary Note
On October 20, 2000, John W. Barriger, Edward A. Burkhardt, Raymond C.
Burton, Jr., Robert E. Dowdy, Aaron J. Gellman, Michael W. Howell, Henry Posner
III and Andy Sze filed the Statement on Schedule 13D amended hereby with respect
to their beneficial ownership of the common stock, par value $.01 per share (the
"Common Stock"), of Wisconsin Central Transportation Corporation, a Delaware
corporation (the "Company"). The Schedule 13D amended hereby was filed because
the filing persons may be deemed to be members of a group deemed to be the
beneficial owner in excess of 5% of the Company's outstanding Common Stock. The
filing persons are filing this Amendment No. 1 to Schedule 13D to, among other
things, include certain additional information regarding the intentions of the
filing persons with respect to the Company. The filing of this Amendment No. 1
to Schedule 13D should not be deemed an admission that the filing persons
comprise a group within the meaning of Section 13(d)(3) of the Securities and
Exchange Act of 1934, as amended (the "Act"). Each of the filing persons
disclaims beneficial ownership of the shares of Common Stock beneficially owned
by any of the other filing persons.
Item 1. Security and Issuer
The class of equity securities to which this Amendment No. 1 to Schedule
13D relates is the Common Stock of the Company. The principal executive offices
of the Company are located at 6250 North River Road, Suite 9000, Rosemont,
Illinois 60018.
Item 2. Identity and Background.
(a) The persons filing this Amendment No. 1 to Schedule 13D are John W.
Barriger, Edward A. Burkhardt, Robert E. Dowdy, Aaron J. Gellman, Michael W.
Howell, Henry Posner III and Andy Sze. The filing persons have formed the
Wisconsin Central Shareholders Committee to Maximize Value (the "Committee") to
reconstitute the Company's Board of Directors and to replace the Company's
current management in order to implement a comprehensive program to maximize
shareholder value. Raymond C. Burton, Jr., one of the persons filing the
Schedule 13D amended hereby, has determined not to continue as a member of the
Committee and accordingly Mr. Burton is not one of the persons filing this
Amendment No. 1 to Schedule 13D. The Committee is an unincorporated association
that does not have any officers or employees and does not beneficially own any
equity securities of the Company. The business address of the Committee is 8600
West Bryn Mawr Avenue, Suite 500N, Chicago, Illinois 60631-3579.
On October 20, 2000, the Committee filed a preliminary Consent Statement on
Schedule 14A (as amended from time to time and filed in preliminary and
definitive form, the "Consent Statement") with the Securities and Exchange
Commission in connection with the solicitation by the Committee of written
shareholder consents to authorize the actions set forth therein and described in
Item 4 below.
Annexed as Exhibit 99.1, which is incorporated by reference herein, is an
agreement among the filing persons that this Amendment No. 1 to Schedule 13D is
filed on behalf of each of them. The filing of this Amendment No. 1 to Schedule
13D should not be deemed an admission that the filing persons comprise a group
within the meaning of Section 13(d)(3) of the Act.
(b)-(c) Mr. Barriger is a Vice President of The Derson Group Ltd., a
personnel consulting firm. The business address of Mr. Barriger is 155 Melrose
Avenue, Kenilworth, Illinois 60043.
Mr. Burkhardt is the President and Chief Executive Officer of Rail World,
Inc., a railway management company. The business address of Rail World, Inc. is
8600 West Bryn Mawr Avenue, Suite 500N, Chicago, Illinois 60631-3579.
Mr. Dowdy serves as an independent transportation consultant. The business
address of Mr. Dowdy is 10422 Elderberry Lane, Orland Park, Illinois 60467.
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Mr. Gellman is a Professor of Management and Strategy of the J.L. Kellogg
Graduate School of Management, Northwestern University, an institution of higher
education. The business address of Mr. Gellman is c/o Northwestern University,
2001 Sheridan Road, Evanston, Illinois 60201.
Mr. Howell is the Chairman of FPT Group Limited, a distributor of power
transmission equipment. The business address of FPT Group Limited is P.O. Box
28, Philips Road, Blackburn BB1 5SR, England.
Mr. Posner is the Chairman of Railroad Development Corporation, a private
railway investment and management company. The business address of Railroad
Development Corporation is 381 Mansfield Avenue, Greentree Commons 500,
Pittsburgh, Pennsylvania 15220.
Mr. Sze is a Managing Partner of Ginkgo Enterprise LP, a private investment
fund. The business address of Ginkgo Enterprise LP is 8412 Evergreen Lane,
Darien, Illinois 60561.
(d)-(e) None of the filing persons has during the last five years (i) been
convicted in a criminal proceeding (excluding traffic violations or similar
misdemeanors) or (ii) 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, federal or
state securities laws or finding any violation with respect to such laws.
(f) Each of Messrs. Barriger, Burkhardt, Dowdy, Gellman, Posner and Sze is
a United States citizen. Mr. Howell is a citizen of the United Kingdom.
Item 3. Source and Amount of Funds or Other Consideration.
Mr. Barriger beneficially owns 3,000 shares of Common Stock, all of which
were acquired by Mr. Barriger using personal funds in open market transactions
through a broker.
Mr. Burkhardt may be deemed to beneficially own 3,510,004 shares of Common
Stock, which includes 30,000 shares of Common Stock which Mr. Burkhardt is
entitled to acquire pursuant to stock options currently exercisable or
exercisable within 60 days. All of the shares of Common Stock that may be deemed
to be beneficially owned by Mr. Burkhardt were acquired either in connection
with his founding of the Company in 1987 or upon exercise of stock options
granted to him in connection with his service as Chairman, President and Chief
Executive Officer of the Company from 1987 to August 1999.
Mr. Dowdy beneficially owns 100 shares of Common Stock, all of which were
acquired by Mr. Dowdy using personal funds in open market transactions through a
broker.
Mr. Gellman beneficially owns 2,000 shares of Common Stock, all of which
were acquired by Mr. Gellman using personal funds in open market transactions
through a broker.
Mr. Howell beneficially owns 1,150 shares of Common Stock, all of which
were acquired by Mr. Howell using personal funds in open market transactions
through a broker.
Mr. Posner does not beneficially own any shares of Common Stock. Mr. Posner
is a limited partner in Lyndhurst Associates, L.P., a Delaware limited
partnership ("Lyndhurst Associates"), of which Mr. Posner's father, Henry
Posner, Jr., is the Managing General Partner. Lyndhurst Associates holds 200,000
shares of Common Stock, which were acquired using general funds in open market
transactions through a broker. The address of Lyndhurst Associates is 381
Mansfield Avenue, 500 Greentree Commons, Pittsburgh, Pennsylvania 15220. Mr.
Posner disclaims beneficial ownership of the shares held by Lyndhurst
Associates.
Mr. Sze may be deemed to beneficially own 23,000 shares of Common Stock,
which includes 6,000 shares of Common Stock held in trusts for the benefit of
Mr. Sze's daughter and son. Mr. Sze has
10
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sole voting and dispositive power with respect to such shares. The 23,000 shares
were acquired by Mr. Sze and the trusts for the benefit of Mr. Sze's daughter
and son using personal funds in open market transactions through a broker.
Item 4. Purpose of Transaction.
The filing persons have formed the Committee to reconstitute the Company's
Board of Directors and to replace the Company's current management in order to
implement a comprehensive program to maximize shareholder value. On October 20,
2000, the Committee filed the Consent Statement with the Securities and Exchange
Commission in connection with the solicitation by the Committee of written
shareholder consents with respect to the following six proposals (collectively,
the "Proposals"):
PROPOSAL NO. 1--Elimination of Provision Establishing Classified Board
The Amended Bylaws of the Company currently provide that the Company's
Board of Directors will be divided into three classes elected to serve for
staggered terms of three years. Proposal No. 1 provides for the amendment of
Section 3.2 of the Amended Bylaws to remove the provision establishing a
classified Board and to require the annual election of all directors. In
particular, the amendment would delete the third and fourth sentences of Section
3.2 of the Amended Bylaws and insert in lieu thereof the sentence "Directors
shall be elected annually to serve for one year terms."
PROPOSAL NO. 2--Modification of the Provision for Filling Vacancies
Proposal No. 2 provides for the amendment of Section 3.3 of the Amended
Bylaws to recognize the elimination of the classified Board of Directors by
deleting the second and third sentences and inserting in lieu thereof the
sentence "Any director elected in accordance with this paragraph shall hold
office until the next annual meeting of the shareholders or until his or her
earlier death, resignation or removal in a manner permitted by statute or these
by-laws."
PROPOSAL NO. 3--Elimination of Provision Regarding the Removal of Directors
Proposal No. 3 provides for the elimination of Section 3.13 of the Amended
Bylaws in its entirety. This section currently provides that, so long as the
Company's Board of Directors is classified, members of the Board may be removed
from office only for cause by a majority of the votes entitled to be cast for
the election of directors. The elimination of Section 3.13 of the Amended Bylaws
will permit the shareholders of the Company to remove Board members with or
without cause.
PROPOSAL NO. 4--Removal of Current Directors
Proposal No. 4 provides for the removal of the nine current members of the
Company's Board of Directors, Thomas E. Evans, Carl Ferenbach, J. Reilly
McCarren, Roland V. McPherson, Thomas F. Power, Jr., Thomas W. Rissman, John W.
Rowe, A. Francis Small and Robert H. Wheeler, and any other person or persons
who may be members of the Company Board at the time the Proposals become
effective (other than the persons elected as a result of the adoption of
Proposal No. 5, which is described below).
PROPOSAL NO. 5--Election of Nominees
Proposal No. 5 provides for the election of John W. Barriger, Edward A.
Burkhardt, Robert E. Dowdy, Aaron J. Gellman, Michael W. Howell, Henry Posner
III and Andy Sze (collectively, the "Nominees") as directors of the Company, to
serve until the Company's next annual meeting of shareholders and until their
successors have been duly elected and qualified.
PROPOSAL NO. 6--Repeal of Bylaws Adopted Subsequent to May 20, 1999
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Proposal No. 6 provides for the repeal of any amendments of the Amended
Bylaws (whether effected by supplement to, deletion from or revision of the
Amended Bylaws) adopted subsequent to May 20, 1999 (the date on which the
Company's Bylaws were most recently amended), and at or prior to the time the
Proposals become effective (other than amendments adopted as a result of the
adoption of Proposal Nos. 1, 2 or 3 set forth above).
If the Proposals are approved by the Company's shareholders and the
Nominees are elected as members of the Company's Board of Directors, the
Nominees intend to implement the following plans and proposals:
1. Improve the Company's domestic operations by increasing revenues and
expanding market share, improving competitiveness and customer service,
and restoring employee morale and productivity to historic levels.
2. Discontinue efforts to invest in international privatizations, including
the pending acquisition of rail operations in Jordan.
3. Liquidate or spin off existing international investments.
4. Increase the Company's share repurchase program.
5. Position domestic operations for a strategic sale to one of the developing
mega-rail systems, such as Canadian National Railway Company, Norfolk
Southern Corporation or CSX Transportation, or another qualified purchaser.
6. Improve corporate governance through the election of experienced,
independent Board members and eliminate the classified Board, so that all
directors will be subject to annual election by the Company's shareholders.
Additional information regarding the Committee's plans and proposals is
included in the Consent Statement.
Each of the filing persons who have invested in the Company will continue
to evaluate his investment in the Company on the basis of various factors,
including the Company's business, financial condition, results of operations and
prospects, general economic and industry conditions, the securities markets in
general and those for the Company's shares. Based upon such evaluation, each of
the filing persons may take such actions in the future as he may deem
appropriate in light of the circumstances existing from time to time. Depending
on market and other factors, each of the filing persons may seek to acquire
additional shares of Common Stock in the open market or in private transactions,
or determine to dispose of all or a portion of the Common Stock beneficially
owned by him, including through hedging transactions with third parties.
None of the filing persons has any plans or proposals with respect to any
of the actions specified in clauses (a) through (j) of Item 4 of Schedule 13D,
except as set forth in this Item 4 and Item 6 below.
Item 5. Interest in Securities of the Issuer.
(a) Mr. Barriger beneficially owns 3,000 shares of Common Stock, which
represents less than 0.1% percentage ownership of the Company's outstanding
Common Stock.
Mr. Burkhardt may be deemed to beneficially own 3,510,004 shares of Common
Stock, which represents approximately 7.1% of the Company's outstanding Common
Stock. This includes 30,000 shares of Common Stock which Mr. Burkhardt is
entitled to acquire pursuant to stock options currently exercisable or
exercisable within 60 days.
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Mr. Dowdy beneficially owns 100 shares of Common Stock, which represents
less than 0.1% percentage ownership of the Company's outstanding Common Stock.
Mr. Gellman beneficially owns 2,000 shares of Common Stock, which
represents less than 0.1% percentage ownership of the Company's outstanding
Common Stock.
Mr. Howell beneficially owns 1,150 shares of Common Stock, which represents
less than 0.1% percentage ownership of the Company's outstanding Common Stock.
Mr. Posner does not beneficially own any shares of Common Stock.
Mr. Sze may be deemed to beneficially own 23,000 shares of Common Stock,
which represents less than 0.1% of the Company's outstanding Common Stock. This
includes 6,000 shares of Common Stock held in trusts for the benefit of Mr.
Sze's daughter and son.
Each of the foregoing calculations of percentage ownership is based on
49,153,957 shares of Common Stock outstanding as of July 31, 2000 as reported in
the Company's Quarterly Report on Form 10-Q for the quarter ended June 30, 2000.
The Committee believes that the number of shares outstanding as of the date of
this Schedule 13D is likely to be less than the number indicated in the
Company's Form 10-Q, as the Company has announced a program to repurchase its
outstanding shares.
(b) Mr. Barriger has the sole power to vote or direct the voting of and
dispose or direct the disposition of the 3,000 shares of Common Stock
beneficially owned by him.
Mr. Burkhardt has the sole power to vote or direct the voting of and
dispose or direct the disposition of the 3,510,004 shares of Common Stock that
may be deemed to be beneficially owned by him.
Mr. Dowdy has the sole power to vote or direct the voting of and dispose or
direct the disposition of the 100 shares of Common Stock beneficially owned by
him.
Mr. Gellman has the sole power to vote or direct the voting of and dispose
or direct the disposition of the 2,000 shares of Common Stock beneficially owned
by him.
Mr. Howell has the sole power to vote or direct the voting of and dispose
or direct the disposition of the 1,150 shares of Common Stock beneficially owned
by him.
Mr. Sze has sole voting and investment power with respect to 23,000 shares
of Common Stock that may be deemed to be beneficially owned by him.
(c) No transactions in the Common Stock were effected by Messrs. Burkhardt,
Dowdy, Gellman and Posner during the sixty-day period ended as of the date of
this Amendment No. 1 to Schedule 13D. Transactions in the Common Stock effected
in open market transactions through a broker by each of Messrs. Barriger, Howell
and Sze are set forth below:
Reporting Person Date Transaction Number of Shares Price Per Share
---------------- ---- ------------ ---------------- ---------------
Type
----
John W. Barriger 10/9/00 Purchase 1,000 $ 10.18
10/20/00 Purchase 2,000 10.69
Michael W. Howell 9/8/00 Purchase 1,150 12.88
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Andrew Sze(1) 9/6/00 Purchase 6,000 12.90
9/11/00 Purchase 1,000 12.77
9/11/00 Purchase 1,500 12.83
9/11/00 Purchase 6,000 12.89
9/12/00 Purchase 1,500 12.83
9/13/00 Purchase 2,000 12.83
9/13/00 Purchase 2,000 12.90
9/13/00 Purchase 3,000 12.77
_____________
(1) Includes 6,000 shares of Common Stock purchased on September 6, 2000 that
are held in trusts for the benefit of Mr. Sze's daughter and son. Mr. Sze
has sole voting and dispositive power with respect to such shares. On
September 6, 2000, Mr. Sze's daughter purchased 300 shares of Common Stock
at a price of $12.82 per share. Mr. Sze's daughter holds sole voting and
dispositive power with respect to such shares. Mr. Sze disclaims beneficial
ownership of the shares held by his daughter.
(d) If the Proposals are adopted by the shareholders of the Company, the
Nominees, as directors of the Company, will have the discretionary power to
declare dividends by the Company.
(e) Not applicable.
Item 6. Contracts, Arrangements, Understandings or Relationships with Respect
to Securities of the Issuer.
Each of the filing persons has agreed to vote the shares of Common Stock
beneficially owned by him in favor of each of the Proposals.
The Committee intends to reimburse each Nominee for out-of-pocket expenses
incurred in connection with the Committee's consent solicitation. In addition,
the Committee intends to indemnify each Nominee, to the maximum extent not
prohibited by applicable law, against any amount that he is or becomes legally
obligated to pay relating to or arising out of any threatened, pending or
completed action, suit or proceeding made against or involving him by reason of
the fact that he has agreed to be a nominee for election as a director of the
Company or by reason of any action he is alleged to have taken or omitted to
take relating to or arising out of the Committee's consent solicitation. Mr.
Burkhardt intends to satisfy the expense reimbursement and indemnification
obligations of the Committee with respect to the Nominees.
In addition, it is anticipated that each Nominee, if elected, would be
entitled to receive certain directors' fees paid consistent with the Company's
past practices. According to the Company's proxy statement on Schedule 14A
dated April 10, 2000, under compensation arrangements adopted in 1999, directors
who are not full-time employees of the Company or its subsidiaries receive
annual compensation in the form of options to purchase 6,000 shares of Common
Stock and may elect to receive annual compensation of $30,000 in either (i)
phantom stock or (ii) $15,000 in cash and $15,000 in phantom stock, with the
phantom stock payable on the date of the Company's annual meeting and the cash
payable in four equal quarterly installments. The director phantom stock is
issued in units equal to the aggregate nominal value divided by the fair market
value of the Common Stock on the date of grant. When the holder of phantom
stock ceases to be a director of the Company, the holder's phantom stock units
are converted to cash at the current market value of the Common Stock. No
additional amounts are paid with respect to attendance at director or committee
meetings. Directors who are full-time employees of the Company or its
subsidiaries do not receive additional compensation for their services as
directors.
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New directors are granted 5,500 additional options in connection with their
first election as directors, as provided by the director option plan. The
director options represent the right to purchase Common Stock at an exercise
price equal to fair market value as of the date of the grant. Director options
expire at the earlier of 10 years after the date of grant or one year after the
optionee ceases to be a director. All directors of the Company are also
reimbursed for expenses.
Except as described in this Amendment No. 1 to Schedule 13D, to the
knowledge of the filing persons, there are no contracts, arrangements,
understandings or relationships (legal or otherwise) among the filing persons or
between such persons and any other person with respect to any securities of the
Company, including, but not limited to, transfer or voting of any of such
securities, finder's fees, joint ventures, loan or option arrangements, puts or
calls, guarantees of profits, division of profits or loss, or the giving or
withholding of proxies.
Item 7. Material to be Filed as Exhibits.
Exhibit 99.1 - Agreement pursuant to Rule 13d-1(f)(1)(iii).
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Signature
---------
Each of John W. Barriger, Edward A. Burkhardt, Robert E. Dowdy, Aaron J.
Gellman, Michael W. Howell, Henry Posner III and Andy Sze, after reasonable
inquiry and to the best of my knowledge and belief, certify that the information
set forth in this Amendment No. 1 to Schedule 13D is true, complete and correct.
Date: November 2, 2000
/s/ John W. Barriger
--------------------------------------
John W. Barriger
/s/ Edward A. Burkhardt
--------------------------------------
Edward A. Burkhardt
/s/ Robert E. Dowdy
--------------------------------------
Robert E. Dowdy
/s/ Aaron J. Gellman
--------------------------------------
Aaron J. Gellman
/s/ Michael W. Howell
--------------------------------------
Michael W. Howell
/s/ Henry Posner III
--------------------------------------
Henry Posner III
/s/ Andy Sze
--------------------------------------
Andy Sze
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