<PAGE>
SCHEDULE 13D
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
UNDER THE SECURITIES EXCHANGE ACT OF 1934
Schuler Homes, Inc.
-------------------------------------------------------------------------------
(Name of Issuer)
Common Stock,
$0.01 par value per share
(Title of Class of Securities)
-------------------------------------------------------------------------------
808188 10 6
-------------------------------------------------------------------------------
(CUSIP Number)
James K. Schuler
Schuler Homes, Inc.
828 Fort Street Mall, 4th Floor
Honolulu, Hawaii 96813
(808) 521-5661
with a copy to:
Richard V. Smith, Esq.
Orrick, Herrington & Sutcliffe
400 Sansome Street
San Francisco, CA 94111
(415) 392-1122
(Name, Address and Telephone Number of Persons Authorized to
Receive Notices and Communications)
September 12, 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 Rule 13d-1(e), 13d-1(f) or Rule 13(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 Rule 13d-7(b) 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 purposes of Section 18 of the Securities Exchange Act of
1934 ("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>
SCHEDULE 13D
---------------------- Page 2 of 18 Pages
CUSIP No. 808188 10 6
----------------------
<TABLE>
<CAPTION>
<S> <C>
---------- -----------------------------------------------------------------------------------------------------------
1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
JAMES K. SCHULER
---------- -----------------------------------------------------------------------------------------------------------
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS) (a) |_|
(b) |_|
---------- -----------------------------------------------------------------------------------------------------------
3 SEC USE ONLY
---------- -----------------------------------------------------------------------------------------------------------
4 SOURCE OF FUNDS (SEE INSTRUCTIONS)
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 OF AMERICA
------------------------- -------- -----------------------------------------------------------------------------------
7 SOLE VOTING POWER
NUMBER OF
0
SHARES
-------- -----------------------------------------------------------------------------------
BENEFICIALLY 8 SHARED VOTING POWER
OWNED BY 10,433,828
-------- -----------------------------------------------------------------------------------
9 SOLE DISPOSITIVE POWER
EACH
0
REPORTING
-------- -----------------------------------------------------------------------------------
PERSON 10 SHARED DISPOSITIVE POWER
WITH 10,433,828
---------- -----------------------------------------------------------------------------------------------------------
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
10,433,828
---------- -----------------------------------------------------------------------------------------------------------
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS) |_|
---------- -----------------------------------------------------------------------------------------------------------
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
51.91%
---------- -----------------------------------------------------------------------------------------------------------
14 TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
IN
---------- -----------------------------------------------------------------------------------------------------------
</TABLE>
<PAGE>
SCHEDULE 13D
---------------------- Page 3 of 18 Pages
CUSIP No. 808188 10 6
----------------------
<TABLE>
<CAPTION>
<S> <C>
---------- -----------------------------------------------------------------------------------------------------------
1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
JAMES AND PATRICIA SCHULER FOUNDATION
---------- -----------------------------------------------------------------------------------------------------------
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS) (a) |_|
(b) |_|
---------- -----------------------------------------------------------------------------------------------------------
3 SEC USE ONLY
---------- -----------------------------------------------------------------------------------------------------------
4 SOURCE OF FUNDS (SEE INSTRUCTIONS)
OO
---------- -----------------------------------------------------------------------------------------------------------
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e) |_|
---------- -----------------------------------------------------------------------------------------------------------
6 CITIZENSHIP OR PLACE OF ORGANIZATION
HAWAII
------------------------- -------- -----------------------------------------------------------------------------------
7 SOLE VOTING POWER
NUMBER OF
0
SHARES
-------- -----------------------------------------------------------------------------------
BENEFICIALLY 8 SHARED VOTING POWER
OWNED BY 500,000
-------- -----------------------------------------------------------------------------------
9 SOLE DISPOSITIVE POWER
EACH
0
REPORTING
-------- -----------------------------------------------------------------------------------
PERSON 10 SHARED DISPOSITIVE POWER
WITH 500,000
---------- -----------------------------------------------------------------------------------------------------------
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
500,000
---------- -----------------------------------------------------------------------------------------------------------
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS) |_|
---------- -----------------------------------------------------------------------------------------------------------
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
2.49%
---------- -----------------------------------------------------------------------------------------------------------
14 TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
CO
---------- -----------------------------------------------------------------------------------------------------------
</TABLE>
<PAGE>
SCHEDULE 13D
---------------------- Page 4 of 18 Pages
CUSIP No. 808188 10 6
----------------------
<TABLE>
<CAPTION>
<S> <C>
---------- -----------------------------------------------------------------------------------------------------------
1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
JAMES K. SCHULER 1998 QUALIFIED ANNUITY TRUST, JAMES K. SCHULER AS SOLE TRUSTEE
---------- -----------------------------------------------------------------------------------------------------------
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS) (a) |_|
(b) |_|
---------- -----------------------------------------------------------------------------------------------------------
3 SEC USE ONLY
---------- -----------------------------------------------------------------------------------------------------------
4 SOURCE OF FUNDS (SEE INSTRUCTIONS)
OO
---------- -----------------------------------------------------------------------------------------------------------
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e) |_|
---------- -----------------------------------------------------------------------------------------------------------
6 CITIZENSHIP OR PLACE OF ORGANIZATION
HAWAII
------------------------- -------- -----------------------------------------------------------------------------------
7 SOLE VOTING POWER
NUMBER OF
0
SHARES
-------- -----------------------------------------------------------------------------------
BENEFICIALLY 8 SHARED VOTING POWER
OWNED BY 438,439
-------- -----------------------------------------------------------------------------------
9 SOLE DISPOSITIVE POWER
EACH
0
REPORTING
-------- -----------------------------------------------------------------------------------
PERSON 10 SHARED DISPOSITIVE POWER
WITH 438,439
---------- -----------------------------------------------------------------------------------------------------------
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
438,439
---------- -----------------------------------------------------------------------------------------------------------
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS) |_|
---------- -----------------------------------------------------------------------------------------------------------
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
2.18%
---------- -----------------------------------------------------------------------------------------------------------
14 TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
OO
---------- -----------------------------------------------------------------------------------------------------------
</TABLE>
<PAGE>
SCHEDULE 13D
---------------------- Page 5 of 18 Pages
CUSIP No. 808188 10 6
----------------------
<TABLE>
<CAPTION>
<S> <C>
---------- -----------------------------------------------------------------------------------------------------------
1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
JAMES K. SCHULER REVOCABLE LIVING TRUST, JAMES K. SCHULER AS SOLE TRUSTEE
---------- -----------------------------------------------------------------------------------------------------------
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS) (a) |_|
(b) |_|
---------- -----------------------------------------------------------------------------------------------------------
3 SEC USE ONLY
---------- -----------------------------------------------------------------------------------------------------------
4 SOURCE OF FUNDS (SEE INSTRUCTIONS)
OO
---------- -----------------------------------------------------------------------------------------------------------
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e) |_|
---------- -----------------------------------------------------------------------------------------------------------
6 CITIZENSHIP OR PLACE OF ORGANIZATION
HAWAII
------------------------- -------- -----------------------------------------------------------------------------------
7 SOLE VOTING POWER
NUMBER OF
0
SHARES
-------- -----------------------------------------------------------------------------------
BENEFICIALLY 8 SHARED VOTING POWER
OWNED BY 9,495,389
-------- -----------------------------------------------------------------------------------
9 SOLE DISPOSITIVE POWER
EACH
0
REPORTING
-------- -----------------------------------------------------------------------------------
PERSON 10 SHARED DISPOSITIVE POWER
WITH 9,495,389
---------- -----------------------------------------------------------------------------------------------------------
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
9,495,389
---------- -----------------------------------------------------------------------------------------------------------
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS) |_|
---------- -----------------------------------------------------------------------------------------------------------
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
47.24%
---------- -----------------------------------------------------------------------------------------------------------
14 TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
OO
---------- -----------------------------------------------------------------------------------------------------------
</TABLE>
<PAGE>
SCHEDULE 13D
---------------------- Page 6 of 18 Pages
CUSIP No. 808188 10 6
----------------------
ITEM 1. SECURITY AND ISSUER.
This statement on Schedule 13D (this "Schedule 13D") relates to the
shares of common stock, par value $.01 per share ("Common Stock"), of Schuler
Homes, Inc., a Delaware corporation (the "Company"). The address of the
principal executive offices of the Company is 828 Fort Street Mall, 4th Floor,
Honolulu, Hawaii 96813.
ITEM 2. IDENTITY AND BACKGROUND.
(a) - (c) This Statement is filed by James K. Schuler ("Mr. Schuler"),
individually and as the sole trustee of each of the James and Patricia Revocable
Living Trust (the "Living Trust") and the James K. Schuler 1998 Qualified
Annuity Trust (the "Qualified Annuity Trust"), and The James and Patricia
Schuler Foundation, a Hawaii non-profit corporation (the "Foundation" and,
together with Mr. Schuler, the Living Trust and the Qualified Annuity Trust, the
"Reporting Persons"). The business address for each of the Reporting Persons is
828 Fort Street Mall, 4th Floor, Honolulu, Hawaii 96813. Mr. Schuler is the
Chairman of the Board, President and Chief Executive Officer of the Company. The
Living Trust and the Qualified Annuity Trust are private trusts established by
Mr. Schuler to hold shares of Common Stock and certain other property. The
Foundation was formed to operate exclusively for charitable, literary,
educational and scientific purposes, within the meaning of Section 501(c)(3) of
the Internal Revenue Code of 1986, as amended. Attached hereto as Exhibit 1 is a
list of all executive officers and directors of the Foundation, including the
principal business address and the principal occupation or employment of each. A
copy of the joint filing agreement among the Reporting Persons is attached
hereto as Exhibit 2.
(d) - (e) During the five years prior to the date of this Schedule 13D,
none of the Reporting Persons nor, to the knowledge of the Reporting Persons,
any executive officer or director of the Foundation, (i) has been convicted in a
criminal proceeding (excluding traffic violations or similar misdemeanors) or
(ii) has been a party to a civil proceeding of a judicial or administrative body
of competent jurisdiction and, as a result of such proceeding, was, or is
subject to, a judgment, decree or final order enjoining future violations of, or
prohibiting or mandating activities subject to, federal or state securities laws
or finding any violation with respect to such laws.
(f) Mr. Schuler and each executive officer and director of the
Foundation is a citizen of the United States of America.
ITEM 3. SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION.
Mr. Schuler has previously reported individual beneficial ownership
of five percent or more of the outstanding shares of Common Stock of the
Company on a statement on Schedule 13G. Pamela S. Jones, who is executive
officer and director of the Foundation, acquired shares of Common Stock of
the Company as gifts or as a result of purchases with personal funds.
<PAGE>
SCHEDULE 13D
---------------------- Page 7 of 18 Pages
CUSIP No. 808188 10 6
----------------------
Christopher T. Schuler, Mark J. Schuler and Jeffery S. Whiteman, who are all
on the board of directors of the Foundation, acquired their shares of Common
Stock of the Company as gifts or as a result of purchases with personal
funds. This Schedule 13D is being filed in accordance with Rule 13d-1(e)(1)
because each of the Reporting Persons now holds the securities with a purpose
or effect of influencing control of the Company by virtue of becoming a party
to a voting agreement as described in Item 4 below. No purchases of Common
Stock of the Company are being reported on this Schedule 13D.
ITEM 4. PURPOSE OF TRANSACTION.
On September 12, 2000, the Company, Apollo Real Estate Investment Fund,
L.P., a Delaware limited partnership ("Apollo"), Blackacre WPH, LLC, a Delaware
limited liability company ("Blackacre"), Highridge Pacific Housing Investors,
L.P., a California limited partnership ("Highridge"), AP WP Partners, L.P., a
Delaware limited partnership ("APWP"), AP Western GP Corporation, a Delaware
corporation ("AP Western"), AP LHI, Inc., a California corporation ("APLHI"),
and Lamco Housing, Inc., a California corporation ("Lamco" and, together with
Apollo, Blackacre, Highridge, APWP, AP Western and APLHI, the "WP Partners"),
entered into an Agreement and Plan of Reorganization, dated as of September 12,
2000 (the "Reorganization Agreement").
The Reorganization Agreement sets forth the terms and conditions of a
proposed transaction (the "Reorganization") pursuant to which, among other
things, a newly-formed holding company ("Newco") will acquire (1) all of the
outstanding shares of Common Stock of the Company through the merger of a
wholly-owned Newco subsidiary with the Company and (2) all of the partnership
interests in Western Pacific Housing Development Limited Partnership, a
California limited partnership ("WPHD"), and Western Pacific Development II
Limited Partnership, a California limited partnership ("WPHD II"), and all of
the membership interests in WPH-Porter, LLC, a Delaware limited liability
company ("WPHL" and, together with WPHD and WPHD II, "Western Pacific"; the
respective partnership and membership interests in Western Pacific are referred
to herein as the "WP Interests"). The WP Interests are currently held by the WP
Partners.
Simultaneously with the execution of the Reorganization Agreement, the
Reporting Persons, other than Mr. Schuler, entered into a Voting Agreement,
dated as of September 12, 2000 (the "Voting Agreement"), with Apollo, Blackacre
and Highridge, pursuant to which they agreed to vote their shares of Common
Stock in favor of the Reorganization at any meeting of the Company's
stockholders held to consider and vote upon the Reorganization. Accordingly, at
the Company's meeting of stockholders to be held to vote on the Reorganization,
the affirmative vote of such shares, which represents approximately 51.91% of
the shares of Common Stock of the Company issued and outstanding as of the date
of this Schedule 13D, as required by such Voting Agreement, will be sufficient
to approve the Reorganization regardless of the votes cast
<PAGE>
SCHEDULE 13D
---------------------- Page 8 of 18 Pages
CUSIP No. 808188 10 6
----------------------
by other stockholders of the Company. The execution of the Voting Agreement by
the Reporting Persons represents a change in their intent from solely an
investment intent to an investment held with a purpose or effect of influencing
control of the Company in order to complete the Reorganization.
Pursuant to the Voting Agreement, the Reporting Persons agreed not to
solicit, consider, encourage or accept any inquiries, proposals or offers to
acquire, or offer or sell, or agree to sell, any of the shares owned by the
Reporting Persons or assist any third person in preparing or soliciting such an
inquiry, proposal or offer. Additionally, the Reporting Persons agreed not to
have any discussions, conversations, negotiations or other communication with,
or provide any information or data to, any person expressing an interest in
making or effecting any such inquiry, proposal or offer. Also, the Reporting
Persons agreed not to, directly or indirectly: (a) transfer, tender, pledge,
encumber, assign or otherwise dispose of, or enter into any contract, option or
other arrangement or understanding with respect to or consent to the transfer,
tender, pledge, encumbrance, assignment or other disposition of, any of the
shares owned by the Reporting Persons or any interest therein; (b) take any
action that would have the effect of preventing or disabling the Reporting
Persons from performing their obligations under the Voting Agreement; or (c)
otherwise take any action which, in the ordinary course, would result in the
occurrence of a "Change of Control" or a "Risk Event" under the Issuer's senior
notes or subordinated notes indentures.
The Voting Agreement will terminate on the earlier of (a) the effective
time of the Reorganization or (b) termination of the Reorganization Agreement
pursuant to its terms.
Pursuant to the Reorganization Agreement, existing stockholders of the
Company will exchange their shares of Common Stock for shares of Class A common
stock of Newco on a 1-to-1 basis. The WP Partners will transfer the WP Interests
through WPH-Schuler, LLC, a Delaware limited liability company to be
wholly-owned by the WP Partners (the "LLC"), in exchange for shares of Class B
common stock of Newco. Upon consummation of the Reorganization Newco will issue
to the LLC and Bankers Trust Company, a New York banking corporation ("Bankers
Trust"), an aggregate number of shares of Class B common stock equal to the
number of shares of Class A common stock to be issued to the existing
stockholders of the Company. From such aggregate number of shares of Class B
common stock, Bankers Trust shall receive an amount determined in accordance
with an existing loan agreement by and among WPHD, Bankers Trust and certain
other parties, and the LLC shall receive the remainder.
The Class B common stock will be converted into Class A common stock on
a 1-to-1 basis upon the election by the holder thereof or the sale to a person
who is not a beneficial owner of the Class B common stock immediately after the
consummation of the Reorganization. Pursuant to the Stockholders' Agreement
described below, certain of such beneficial owners will agree not to convert or
sell such Class B Common Stock if such conversion or sale would trigger a
"Change of Control" or "Risk Event" under the Issuer's
<PAGE>
SCHEDULE 13D
---------------------- Page 9 of 18 Pages
CUSIP No. 808188 10 6
----------------------
senior notes or subordinated notes indentures. In addition, the Class B common
stock will be automatically converted into Class A common stock on a 1-to-1
basis upon the later to occur of (1) the date that is two days subsequent to the
second anniversary of the closing date of the Reorganization and (2) the day
upon which less than ten million shares of Class B common stock are issued and
outstanding; PROVIDED, HOWEVER, that such automatic conversion of Class B common
stock will not occur if, and for so long as, the Board of Directors of Newco
determines that such automatic conversion would result in a "Change of Control"
or "Risk Event" under the Company's senior notes or subordinated notes
indentures.
Holders of the Class A common stock, voting as a separate class,
initially will be entitled to elect five of Newco's nine directors, and holders
of the Class B common stock, voting as a separate class, initially will be
entitled to elect four directors. However, if there are fewer than 14,000,000
shares of Class B common stock outstanding, holders of Class A common stock,
voting as a separate class, will be entitled to elect six directors, and holders
of Class B common stock, voting as a separate class, will be entitled to elect
only three directors.
If and when only one class of Newco common stock is outstanding, the
holders will be entitled to elect the entire Board of Directors.
The Class A common stock will have one vote per share and the Class B
common stock will have 0.5 votes per share. However, the holders of a majority
of the outstanding shares of Class A common stock and Class B common stock, each
voting as a separate class, must approve certain major events, including a
merger, the sale of all or substantially all assets, a liquidation, and certain
kinds of recapitalizations. In addition, certain other matters, including
amendments to Newco's Bylaws or Certificate of Incorporation, require the
approval of the holders of two-thirds of the outstanding shares of Class A
common stock and Class B common stock, each voting as a separate class.
Upon consummation of the Reorganization Newco, the LLC, Apollo,
Blackacre, Highridge and the Reporting Persons, other than Mr. Schuler, will
enter into a Stockholders Agreement (the "Stockholders Agreement") pursuant to
which, among other things, the LLC, Apollo, Blackacre, Highridge and James
Schuler will agree (1) not to sell or acquire Newco securities which would
trigger a "Change of Control" or "Risk Event" under Issuer's senior notes or
subordinated notes indentures and, (2) with certain exceptions, not to sell
Class A common stock or Class B common stock during the nine-month period
following consummation of the Reorganization. In addition, the parties will
agree in the Stockholders Agreement that, following the automatic conversion of
all Class B common stock into Class A common stock, any time that any of Apollo,
Blackacre or Highridge or such Reporting Persons owns one-ninth or more of the
total number of the issued and outstanding shares of Class A common stock, such
entity will be entitled to designate one Newco director for approximately each
one-ninth of outstanding shares it owns.
<PAGE>
SCHEDULE 13D
---------------------- Page 10 of 18 Pages
CUSIP No. 808188 10 6
----------------------
In addition, Newco, the LLC, Apollo, Blackacre, Highridge and the
Reporting Persons, other than Mr. Schuler, will enter into a Registration Rights
Agreement (the "Registration Rights Agreement") upon consummation of the
Reorganization which will grant to LLC, Apollo, Blackacre, Highridge and such
Reporting Persons certain registration rights with respect to Newco stock.
The foregoing summary of the Reorganization Agreement, the Voting
Agreement, the Stockholders Agreement and the Registration Rights Agreement is
qualified in its entirety by reference to such agreements, each of which have
been filed as exhibits to this agreement and are incorporated herein in its
entirety by reference.
Except as described in this Item 4, the Reporting Persons currently
have no specific plans or proposals that relate to or would result in any of the
matters described in subparagraphs (a) through (j) of Item 4 of Schedule 13D.
ITEM 5. INTEREST IN SECURITIES OF THE ISSUER.
(a) - (b)
JAMES K. SCHULER
The number of shares of common stock beneficially owned by
James K. Schuler is 10,433,828 or approximately 51.91% of the
outstanding shares of Common Stock as of July 31, 2000.
The number of shares of Common Stock as to which James K.
Schuler has the sole power to vote or direct the vote, and to
dispose or to direct the disposition, is 0. The number of
shares of Common Stock as to which James K. Schuler shares the
power to vote or to direct the vote, and to dispose or to
direct the disposition, is 10,433,828.
James K. Schuler shares voting and disposition power over his
shares of the Common Stock of the Company with Apollo,
Blackacre and Highridge pursuant to the Voting Agreement
described in Item 4 above.
THE JAMES AND PATRICIA SCHULER FOUNDATION
The number of shares of common stock beneficially owned by the
James and Patricia Schuler Foundation is 500,000 or
approximately 2.49% of the outstanding shares of
Common Stock as of July 31, 2000.
The number of shares of Common Stock as to which the James and
Patricia Schuler Foundation has the sole power to vote or
direct the vote, and to dispose or
<PAGE>
SCHEDULE 13D
---------------------- Page 11 of 18 Pages
CUSIP No. 808188 10 6
----------------------
to direct the disposition, is 0. The number of shares of
Common Stock as to which the James and Patricia Schuler
Foundation shares the power to vote or to direct the vote, and
to dispose or to direct the disposition, is 500,000.
The James and Patricia Schuler Foundation shares voting and
disposition power over its shares of the Common Stock of the
Company with Apollo, Blackacre and Highridge pursuant to the
Voting Agreement described in Item 4 above.
JAMES K. SCHULER REVOCABLE LIVING TRUST
The number of shares of common stock beneficially owned by the
James K. Schuler Revocable Living Trust is 9,495,389 or
approximately 47.24% of the outstanding shares of
Common Stock as of July 31, 2000.
The number of shares of Common Stock as to which the James K.
Schuler Revocable Living Trust has the sole power to vote or
direct the vote, and to dispose or to direct the disposition,
is 0. The number of shares of Common Stock as to which the
James K. Schuler Revocable Living Trust shares the power to
vote or to direct the vote, and to dispose or to direct the
disposition, is 9,495,389.
The James K. Schuler Revocable Living Trust shares voting and
disposition power over its shares of the Common Stock of the
Company with Apollo, Blackacre and Highridge pursuant to the
Voting Agreement described in Item 4 above.
JAMES K. SCHULER 1998 QUALIFIED ANNUITY TRUST
The number of shares of common stock beneficially owned by the
James K. Schuler 1998 Qualified Annuity Trust is 438,439 or
approximately 2.18% of the outstanding shares of
common stock as of July 31, 2000.
The number of shares of Common Stock as to which the James K.
Schuler 1998 Qualified Annuity Trust has the sole power to
vote or direct the vote, and to dispose or to direct the
disposition, is 0. The number of shares of Common Stock as to
which the James K. Schuler 1998 Qualified Annuity Trust shares
the power to vote or to direct the vote, and to dispose or to
direct the disposition, is 438,439.
The James K. Schuler 1998 Qualified Annuity Trust shares
voting and disposition power over its shares of the Common
Stock of the Company with Apollo, Blackacre and Highridge
pursuant to the Voting Agreement described in Item 4 above.
<PAGE>
SCHEDULE 13D
---------------------- Page 12 of 18 Pages
CUSIP No. 808188 10 6
----------------------
PAMELA S. JONES
The number of shares of common stock beneficially owned by
Pamela S. Jones is 114,980 or approximately .57% of the
outstanding shares of common stock as of July 31, 2000.
Such shares of Common Stock include (i) one share, over
which Pamela S. Jones has the sole voting and investment
power, (ii) 36,600 shares, over which Pamela S. Jones and
her spouse have shared voting and investment power and
(iii) 78,379 shares, which Pamela S. Jones may purchase
upon exercise of stock options exercisable within 60 days
of the date of this Schedule 13D.
CHRISTOPHER T. SCHULER
The number of shares of common stock beneficially owned by
Christopher T. Schuler is 34,100 or approximately .17% of the
outstanding shares of common stock as of July 31, 2000.
Such shares of Common Stock include (i) 11,000 shares, over
which Christopher T. Schuler has the sole voting and
investment power and (ii) 23,100 shares, over which
Christopher T. Schuler and his spouse have shared voting and
investment power.
MARK J. SCHULER
The number of shares of common stock beneficially owned by
Mark J. Schuler is 33,100 or approximately .16% of the
outstanding shares of common stock as of July 31, 2000.
Such shares of Common Stock include (i) 15,600 shares, over
which Mark J. Schuler has the sole voting and investment
power and (ii) 17,500 shares, over which Mark J. Schuler
and his spouse have shared voting and investment power.
<PAGE>
SCHEDULE 13D
---------------------- Page 13 of 18 Pages
CUSIP No. 808188 10 6
----------------------
JEFFERY S. WHITEMAN
The number of shares of common stock beneficially owned by
Jeffery S. Whiteman is 14,850 or approximately .07% of the
outstanding shares of common stock as of July 31, 2000.
Jeffery S. Whiteman has the sole voting and investment
power over 14,850 shares of the Common Stock of the Company.
(c) None of the Reporting Persons nor, to the knowledge of the
Reporting Persons, any executive officer or director of the Foundation, has
engaged in any transactions in the Company's Common Stock during the sixty-day
period immediately preceding the date of this Schedule 13D, except as described
elsewhere herein.
(d) Not applicable.
(e) Not applicable.
ITEM 6. CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR RELATIONSHIPS
WITH RESPECT TO SECURITIES OF THE ISSUER.
Except as described elsewhere in this Schedule 13D, none of the
Reporting Persons has any other contracts, arrangements, understandings or
relationships (legal or otherwise) with any person with respect to any
securities of the Company, 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 1 Executive Officers and Directors of the James and
Patricia Schuler Foundation.
Exhibit 2 Joint Filing Agreement dated as of September 21, 2000
among the Reporting Persons.
Exhibit 3 Agreement and Plan of Reorganization, dated as of
September 12, 2000, among Issuer, Apollo, Blackacre,
Highridge, APWP, AP Western, APLHI and Lamco.
<PAGE>
SCHEDULE 13D
---------------------- Page 14 of 18 Pages
CUSIP No. 808188 10 6
----------------------
Exhibit 4 Voting Agreement, dated as of September 12, 2000,
among Apollo, Blackacre, Highridge, the Living Trust,
the Qualified Annuity Trust and the Foundation.
Exhibit 5 Form of Stockholders Agreement among Newco, the
LLC, Apollo, Blackacre, Highridge, the Living Trust,
the Qualified Annuity Trust and the Foundation.
<PAGE>
SIGNATURE
After reasonable inquiry and to the best of my knowledge and belief,
the undersigned certify that the information set forth in this statement is
true, complete and correct.
Dated: September 22, 2000
By: /s/ JAMES K. SCHULER
-----------------------------------
James K. Schuler
THE JAMES AND PATRICIA SCHULER FOUNDATION
By: /s/ JAMES K. SCHULER
-----------------------------------
James K. Schuler, Chairman
THE JAMES K. SCHULER REVOCABLE
LIVING TRUST U/T/A DTD. 11/25/80
By: /s/ JAMES K. SCHULER
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James K. Schuler, as sole Trustee
THE JAMES K. SCHULER 1998 QUALIFIED
ANNUITY TRUST U/T/A DTD. 10/1/98
By: /s/ JAMES K. SCHULER
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James K. Schuler, as sole Trustee
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Page 16 of 18 Pages
EXHIBIT INDEX
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Exhibit 1 Executive Officers and Directors of the James and Patricia Schuler Foundation.
Exhibit 2 Joint Filing Agreement dated as of September 21, 2000 among the Reporting Persons.
Exhibit 3 Agreement and Plan of Reorganization, dated as of
September 12, 2000, among Issuer, Apollo, Blackacre,
Highridge, APWP, AP Western, APLHI and Lamco.
Exhibit 4 Voting Agreement, dated as of September 12, 2000,
among Apollo, Blackacre, Highridge, the Living Trust,
the Qualified Annuity Trust and the Foundation.
Exhibit 5 Form of Stockholders Agreement among Newco, the
LLC, Apollo, Blackacre, Highridge, the Living Trust,
the Qualified Annuity Trust and the Foundation.
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