<PAGE>
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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)
October 11, 2000
(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 Sections 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 Section 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).
<PAGE>
--------------------------
CUSIP No. 976592105
--------------------------
------------------------------------------------------------------------------
NAME OF REPORTING PERSON
1 I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
John W. Barriger
------------------------------------------------------------------------------
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
2 (a) [_]
(b) [X]
------------------------------------------------------------------------------
SEC USE ONLY
3
------------------------------------------------------------------------------
SOURCE OF FUNDS
4
PF
------------------------------------------------------------------------------
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT
TO ITEMS 2(d) OR 2(e) [_]
5
------------------------------------------------------------------------------
CITIZENSHIP OR PLACE OF ORGANIZATION
6
United States
------------------------------------------------------------------------------
SOLE VOTING POWER
7
NUMBER OF 2,000
SHARES -----------------------------------------------------------
SHARED VOTING POWER
BENEFICIALLY 8
0
OWNED BY
-----------------------------------------------------------
EACH SOLE DISPOSITIVE POWER
9
REPORTING 2,000
PERSON -----------------------------------------------------------
SHARED DISPOSITIVE POWER
WITH 10
0
------------------------------------------------------------------------------
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
11
2,000 shares of Common Stock
------------------------------------------------------------------------------
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
12
[X]
------------------------------------------------------------------------------
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
13
Less than 0.1%
------------------------------------------------------------------------------
TYPE OF REPORTING PERSON
14
IN
------------------------------------------------------------------------------
2
<PAGE>
-------------------
CUSIP No. 976592105
-------------------
------------------------------------------------------------------------------
NAME OF REPORTING PERSON
1 I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Edward A. Burkhardt
------------------------------------------------------------------------------
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
2 (a) [_]
(b) [X]
------------------------------------------------------------------------------
SEC USE ONLY
3
------------------------------------------------------------------------------
SOURCE OF FUNDS
4
PF
------------------------------------------------------------------------------
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT
TO ITEMS 2(d) or 2(e) [_]
5
------------------------------------------------------------------------------
CITIZENSHIP OR PLACE OF ORGANIZATION
6
United States
------------------------------------------------------------------------------
SOLE VOTING POWER
7
NUMBER OF
3,510,004
SHARES -----------------------------------------------------------
SHARED VOTING POWER
BENEFICIALLY 8
OWNED BY 0
-----------------------------------------------------------
EACH SOLE DISPOSITIVE POWER
9
REPORTING
3,510,004
PERSON -----------------------------------------------------------
SHARED DISPOSITIVE POWER
WITH 10
0
------------------------------------------------------------------------------
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
11
3,510,004 shares of Common Stock
------------------------------------------------------------------------------
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
12
[X]
------------------------------------------------------------------------------
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
13
7.1%
------------------------------------------------------------------------------
TYPE OF REPORTING PERSON
14
IN
------------------------------------------------------------------------------
3
<PAGE>
--------------------
CUSIP No. 976592105
--------------------
------------------------------------------------------------------------------
1. NAME OF REPORTING PERSON
I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Raymond C. Burton, Jr.
------------------------------------------------------------------------------
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
------------------------------------------------------------------------------
7. SOLE VOTING POWER
NUMBER OF
0
SHARES -----------------------------------------------------------
8. SHARED VOTING POWER
BENEFICIALLY
OWNED BY 0
-----------------------------------------------------------
EACH 9. SOLE DISPOSITIVE POWER
REPORTING
0
PERSON -----------------------------------------------------------
10. SHARED DISPOSITIVE POWER
WITH
0
------------------------------------------------------------------------------
11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
0 shares of Common Stock
------------------------------------------------------------------------------
12. CHECK 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
------------------------------------------------------------------------------
4
<PAGE>
-------------------
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. SOURCE 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
------------------------------------------------------------------------------
7. SOLE VOTING POWER
NUMBER OF
100
SHARES -----------------------------------------------------------
8. SHARED VOTING POWER
BENEFICIALLY
OWNED BY 0
-----------------------------------------------------------
EACH 9 SOLE DISPOSITIVE POWER
REPORTING
100
PERSON -----------------------------------------------------------
10. SHARED DISPOSITIVE POWER
WITH
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
------------------------------------------------------------------------------
5
<PAGE>
--------------------
CUSIP No. 976592105
--------------------
------------------------------------------------------------------------------
1. NAME OF REPORTING PERSON
I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Aaron J. Gellman
------------------------------------------------------------------------------
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
2 (a) [_]
(b) [X]
------------------------------------------------------------------------------
3. SEC USE ONLY
------------------------------------------------------------------------------
SOURCE OF FUNDS
4
PF
------------------------------------------------------------------------------
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT
TO ITEMS 2(d) OR 2(e) [_]
5
------------------------------------------------------------------------------
CITIZENSHIP OR PLACE OF ORGANIZATION
6
United States
------------------------------------------------------------------------------
SOLE VOTING POWER
7 2,000
NUMBER OF
SHARES -----------------------------------------------------------
SHARED VOTING POWER
BENEFICIALLY 8
0
OWNED BY
-----------------------------------------------------------
EACH SOLE DISPOSITIVE POWER
9
REPORTING 2,000
PERSON -----------------------------------------------------------
SHARED DISPOSITIVE POWER
WITH 10
0
------------------------------------------------------------------------------
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
11
2,000 shares of Common Stock
------------------------------------------------------------------------------
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
12
[X]
------------------------------------------------------------------------------
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
13
Less than 0.1%
------------------------------------------------------------------------------
TYPE OF REPORTING PERSON
14
IN
------------------------------------------------------------------------------
6
<PAGE>
-------------------
CUSIP No. 976592105
-------------------
------------------------------------------------------------------------------
NAME OF REPORTING PERSON
1 I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Michael W. Howell
------------------------------------------------------------------------------
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
2 (a) [_]
(b) [X]
------------------------------------------------------------------------------
SEC USE ONLY
3
------------------------------------------------------------------------------
SOURCE OF FUNDS
4
PF
------------------------------------------------------------------------------
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT
TO ITEMS 2(d) OR 2(e) [_]
5
------------------------------------------------------------------------------
CITIZENSHIP OR PLACE OF ORGANIZATION
6
United Kingdom
------------------------------------------------------------------------------
SOLE VOTING POWER
7
NUMBER OF
1,150
SHARES -----------------------------------------------------------
SHARED VOTING POWER
BENEFICIALLY 8
OWNED BY 0
-----------------------------------------------------------
EACH SOLE DISPOSITIVE POWER
9
REPORTING
1,150
PERSON -----------------------------------------------------------
SHARED DISPOSITIVE POWER
WITH 10
0
------------------------------------------------------------------------------
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
11
1,150 shares of Common Stock
------------------------------------------------------------------------------
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
12
[X]
------------------------------------------------------------------------------
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
13
Less than 0.1%
------------------------------------------------------------------------------
TYPE OF REPORTING PERSON
14
IN
------------------------------------------------------------------------------
7
<PAGE>
---------------------------
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 7 SOLE VOTING POWER
SHARES
0
BENEFICIALLY -----------------------------------------------------------
8 SHARED VOTING POWER
OWNED BY
EACH 0
-----------------------------------------------------------
REPORTING 9 SOLE DISPOSITIVE POWER
PERSON
0
WITH -----------------------------------------------------------
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
------------------------------------------------------------------------------
8
<PAGE>
---------------------
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. SOURCE 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
------------------------------------------------------------------------------
7. SOLE VOTING POWER
NUMBER OF
23,000
SHARES -----------------------------------------------------------
8. SHARED VOTING POWER
BENEFICIALLY
OWNED BY 0
-----------------------------------------------------------
EACH 9. SOLE DISPOSITIVE POWER
REPORTING
23,000
PERSON -----------------------------------------------------------
10. SHARED DISPOSITIVE POWER
WITH
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
------------------------------------------------------------------------------
9
<PAGE>
Preliminary Note
This Statement on Schedule 13D is being filed because the filing persons
may be deemed to be members of a group comprised of 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, which group may be deemed to be the
beneficial owner in excess of 5% of the common stock, par value $.01 per share
(the "Common Stock"), of Wisconsin Central Transportation Corporation, a
Delaware corporation (the "Company"). The filing of this 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 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 Schedule 13D are 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. 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. 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 (the "Preliminary 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
summarized in Item 4 below.
Annexed as Exhibit 99.1, which is incorporated by reference herein, is an
agreement among the filing persons that this Schedule 13D is filed on behalf of
each of them. The filing of this 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.
10
<PAGE>
Mr. Burton is the Chairman and Chief Executive Officer of TTX Company,
which manages a fleet of railroad cars that operate throughout North America.
The business address of TTX Company is 101 North Wacker Drive, Chicago, Illinois
60606.
Mr. Dowdy serves as an independent transportation consultant. The business
address of Mr. Dowdy is 10422 Elderberry Lane, Orland Park, Illinois 60467.
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, an investment
company. 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, Burton, 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 2,000 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. Burton does not beneficially own any shares of Common Stock.
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.
11
<PAGE>
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 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 Preliminary Consent Statement with the Securities
and Exchange Commission in connection with the solicitation by the Committee of
written shareholder consents to authorize the following actions:
(i) the amendment of the Company's Amended Bylaws to eliminate provisions
establishing a classified Board of Directors and to eliminate restrictions on
the conditions on which directors may be removed from office;
(ii) the removal from office 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
(iii) the election of Messrs. Barriger, Burkhardt, Burton, Dowdy, Gellman,
Howell, Posner and Sze, the eight nominees proposed by the Committee
(collectively, the "Nominees"), as members of the Company's Board of Directors.
If the Committee's consent solicitation is successful and the Nominees are
elected as members of the Company's Board of Directors, the Nominees intend to
implement the plans and proposals described in the Preliminary 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
12
<PAGE>
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 2,000 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.
Mr. Burton does not beneficially own any shares of Common Stock.
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 2,000 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.
13
<PAGE>
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, Burton, Dowdy, Gellman and Posner during the sixty-day period ended
as of the date of this 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:
<TABLE>
<CAPTION>
Reporting Person Date Transaction Type Number of Shares Price Per Share
-------------------- --------- ------------------- -------------------- -------------------
<S> <C> <C> <C> <C>
John W. Barriger 10/9/00 Purchase 1,000 $10.18
Michael W. Howell 9/8/00 Purchase 1,150 12.88
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
</TABLE>
_____________
(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 Committee's 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 set forth in the
Preliminary Consent Statement.
14
<PAGE>
The Committee intends to reimburse each Nominee for out-of-pocket expenses
incurred in connection with this 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 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.
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 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).
15
<PAGE>
Signature
---------
Each of 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, after reasonable inquiry and to the best of my knowledge and belief,
certify that the information set forth in this Schedule 13D is true, complete
and correct.
Date: October 20, 2000
/s/ John W. Barriger
-------------------------------
John W. Barriger
/s/ Edward A. Burkhardt
-------------------------------
Edward A. Burkhardt
/s/ Raymond C. Burton, Jr.
-------------------------------
Raymond C. Burton, Jr.
/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
16
