<PAGE> 1
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
Amendment No. 4
PRECISION SYSTEMS, INC.
-----------------------
(Name of Issuer)
Common Stock ($.01 par value)
-----------------------------
(Title of Class of Securities)
740329-10-7
-----------
(CUSIP Number)
Thomas J. Egan, Jr., Esq.
Baker & McKenzie
815 Connecticut Avenue, N.W.
Washington, D.C. 20006-4078
(202) 452-7000
--------------
(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)
June 10, 1996
-------------
(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(b)(3) or (4), check the following box / /.
Check the following box if a fee is being paid with the statement / /. (A
fee is not required only if the reporting person: (1) has a previous statement
on file reporting beneficial ownership of more than five percent of the class
of securities described in Item 1; and (2) has filed no amendment subsequent
thereto reporting beneficial ownership of five percent or less of such class.)
(See Rule 13d-7.)
Page 1 of 10 Pages
<PAGE> 2
CUSIP No. 740329-10-7
- ------------------------------------------------------------------
(1) Name of Reporting Persons
S.S. or I.R.S. Identification No. of Above Persons
RMS Limited
Partnership Crystal Diamond, Inc. Roy M. Speer
88-0224372 88-0223159 ###-##-####
- ------------------------------------------------------------------
(2) Check the Appropriate Box if a Member (a) /x/
of a Group (See Instructions) (b) / /
- ------------------------------------------------------------------
(3) SEC Use Only
- ------------------------------------------------------------------
(4) Source of Funds
N/A
- ------------------------------------------------------------------
(5) Check Box if Disclosure of Legal Proceedings / /
is Required Pursuant to Items 2(d) or 2(e)
N/A
- ------------------------------------------------------------------
(6) Citizenship or Place of Organization
RMS Limited Partnership -- Nevada limited partnership
Crystal Diamond, Inc. -- Nevada corporation
Roy M. Speer -- individual citizen of the United States
- ------------------------------------------------------------------
Number of Shares (7) Sole Voting Power
Beneficially Owned 0
by Each Reporting ------------------------------------
Person With (8) Shared Voting Power
3,634,432 by each person
------------------------------------
(9) Sole Dispositive Power
0
------------------------------------
(10) Shared Dispositive Power
3,634,432 by each person
- ------------------------------------------------------------------
(11) Aggregate Amount Beneficially Owned by Each Reporting Person
RMS Limited Partnership -- 3,634,432 shares
Crystal Diamond, Inc. -- 3,634,432 shares
Roy M. Speer -- 3,634,432 shares
- ------------------------------------------------------------------
(12) Check Box if the Aggregate Amount in Row (11) / /
Excludes Certain Shares
- ------------------------------------------------------------------
(13) Percent of Class Represented by Amount in Row (11)
RMS Limited Partnership -- 19.96%
Crystal Diamond, Inc. -- 19.96%
Roy M. Speer -- 19.96%
- ------------------------------------------------------------------
(14) Type of Reporting Person
RMS Limited Partnership -- PN
Crystal Diamond, Inc. -- CO
Roy M. Speer -- IN
Page 2 of 10 Pages
<PAGE> 3
Securities and Exchange Commission
Washington, D.C.
Schedule 13D
RMS Limited Partnership, a Nevada limited partnership ("RMS"), Crystal
Diamond, Inc., a Nevada corporation, and Roy M. Speer hereby amend their
Schedule 13D as filed on July 31, 1992 and as amended by that Amendment No. 1
to the Schedule 13D dated December 17, 1993, by that Amendment No. 2 to the
Schedule 13D dated January 5, 1995 and by that Amendment No. 3 to the Schedule
13D dated April 5, 1995 (as amended the "Schedule 13D"), with respect to the
Common Stock, par value $.01 per share, of Precision Systems, Inc., a Delaware
corporation (the "Company" or "PSI"). This Amendment No. 4 to the Schedule 13D
hereby restates the filers' original Schedule 13D, Amendment No. 1, Amendment
No. 2 and Amendment No. 3 thereto for purposes of EDGAR filing. The original
Schedule 13D is filed as Exhibit 99 hereto.
ITEM 1. SECURITY AND ISSUER.
Item 1 of the Schedule 13D, as amended from time to time, reads as
follows:
This report relates to the common stock, par value $.01 per share (the
"Common Stock"), of Precision Systems, Inc., a Delaware corporation (the
"Company" or "PSI"). This statement also relates to the shares of Common Stock
issuable upon conversion of shares of the Company's Class B Common Stock, par
value $.01 per share (the "Class B Common Stock"). Each share of Class B
Common Stock is convertible at the option of the holder into one share of
Common Stock. This statement also relates to the shares of Common Stock
issuable upon conversion of shares of the Company's Series A Preferred Stock,
par value $.01 per share ("Series A Preferred Stock"). Following December 31,
1994, each share of Series A Preferred Stock will be convertible at the option
of the holder into that number of shares of Common Stock as is determined by
dividing $580.00 by the conversion price for the Series A Preferred Stock. The
conversion price for the Series A Preferred Stock, which is subject to
adjustment in certain circumstances, is $4.76 (the "Conversion Price").
Each share of Common Stock is entitled to one vote per share and, except
as provided below, is entitled to vote as a separate class with respect to
certain fundamental corporate transactions, such as mergers. The holders of
the Common Stock also are entitled to vote as a separate class for the election
of 25% of the Company's Board of Directors. Each share of Class B Common Stock
Page 3 of 10 Pages
<PAGE> 4
is entitled to 10 votes per share and votes generally with the holders of
Common Stock as a single class, except that (i) so long as there are 2,280,000
or more shares of Class B Common Stock outstanding, the holders of Class B
Common Stock will vote as a separate class with respect to fundamental
corporate transactions, such as mergers; and (ii) in the event there are fewer
than 2,280,000 shares of Class B Common Stock outstanding, such holders will
vote together with the holders of Common Stock as a single class on fundamental
corporate transactions. The Company's principal executive offices are at 11800
30th Court North, St. Petersburg, Florida 33716.
The descriptions of certain agreements and documents contained in this
Schedule 13D are qualified in their entirety by reference to the complete texts
of such agreements and documents filed as Exhibits hereto and incorporated
herein by reference.
ITEM 2. IDENTITY AND BACKGROUND.
Item 2 of the Schedule 13D, as amended from time to time, reads as
follows:
This Schedule 13D is being filed by RMS Limited Partnership, a Nevada
limited partnership ("RMS"), Crystal Diamond, Inc., a Nevada corporation
("Crystal Diamond"), and Roy M. Speer.
RMS is engaged primarily in the warehousing and real estate businesses.
RMS's principal business and office addresses are 50 West Liberty Street, Suite
650, Reno, Nevada 89501.
Crystal Diamond is the managing general partner of RMS. Crystal Diamond
is engaged primarily in the warehousing and real estate businesses. Crystal
Diamond's principal business and office addresses are 50 West Liberty Street,
Suite 650, Reno, Nevada 89501.
Roy M. Speer is the sole stockholder and a director of Crystal Diamond and
is a non-managing general partner of RMS. Mr. Speer's business address is P.O.
Box F41414, Freeport, Bahamas. Mr. Speer is a private investor. Mr.
Speer is a United States citizen.
The name, citizenship, business address and present principal occupation
or employment and the name, principal business and address of any corporation
or other organization in which such employment is conducted of (i) each of the
executive officers and directors of Crystal Diamond, (ii) each person
controlling Crystal Diamond, and (iii) the executive officers and directors of
any
Page 4 of 10 Pages
<PAGE> 5
person controlling Crystal Diamond (except Mr. Speer, for whom such
information is provided above) were set forth in Schedule 1 to Amendment No. 1
to the Schedule 13D filed on December 17, 1993.
As a result of the relationships described above in this Item 2, Crystal
Diamond and Mr. Speer may be deemed to beneficially own the Common Stock owned
by RMS.
During the last five years, neither RMS, Crystal Diamond, Mr. Speer, nor,
to the best of Crystal Diamond's knowledge, any executive officer, director or
controlling person of Crystal Diamond has (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 law.
ITEM 3. SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION.
Item 3 of the Schedule 13D, as amended from time to time, reads as
follows:
On July 31, 1992, Home Shopping Network, Inc. ("HSN") effected a
distribution (the "Distribution") to its stockholders of all of the outstanding
capital stock of the Company, which prior to the Distribution was a
wholly-owned subsidiary of HSN. Pursuant to the Distribution, each HSN
stockholder received one share of Common Stock for every 10 shares of HSN
Common Stock, par value $.01 per share (the "HSN Common Stock"), owned as of
July 30, 1992, and one share of Class B Common Stock for every 10 shares of HSN
Class B Common Stock, par value $.01 per share (the "HSN Class B Common
Stock"), owned as of such date. As a result of the Distribution, RMS received
from HSN 747,114 shares of Common Stock and 2,415,945 shares of Class B Common
Stock, for which it did not pay any cash or other consideration.
On December 13, 1993, RMS purchased from PSI 10,000 shares of Series A
Preferred Stock for $5.8 million. The source of the funds used to purchase the
Series A Preferred Stock was the working capital of RMS.
ITEM 4. PURPOSE OF TRANSACTION.
Item 4 of the Schedule 13D, as amended from time to time, reads as
follows:
Page 5 of 10 Pages
<PAGE> 6
The Common Stock and Class B Common Stock issued to RMS and Mr. Speer in
the distribution were received as part of a tax-free distribution of the
capital stock of PSI to all of the shareholders of Home Shopping Network, Inc.
On December 13, 1993, RMS purchased from PSI 10,000 shares of non-voting
Series A Preferred Stock pursuant to the terms and conditions of a stock
purchase agreement of the same date (the "Agreement"). The Series A Preferred
Stock has a liquidation preference of $580 per share (the "Liquidation
Preference") and following December 31, 1994 each share of Series A Preferred
Stock will be convertible at the option of the holder into that number of
shares of Common Stock determined by dividing the Liquidation Preference by the
Conversion Price. The Series A Preferred Stock is redeemable at the option of
the Company following December 31, 1994. The redemption price for the Series A
Preferred Stock will equal 110% of the Liquidation Preference plus any accrued
and unpaid dividends (and interest accrued thereon). While the Series A
Preferred Stock is outstanding, PSI is precluded from changing the rights and
preferences of the Series A Preferred Stock, issuing a class of equity
securities that has rights senior to those of holders of Series A Preferred
Stock or incurring additional indebtedness (except as permitted in the
Certificate of Designations relating to the Series A Preferred Stock) without
the approval of holders of a majority of Series A Preferred Stock. The Series
A Preferred Stock bears a cumulative annual dividend of 6% per annum with
interest accumulating on unpaid dividends at an annual rate of 6%.
The Agreement provides that the proceeds of the transaction must be held
by the Company in a segregated bank account and may be used for working capital
or other purposes only following a determination by the Audit Committee of the
Board of Directors of the Company that all or any portion of such proceeds are
needed by the Company as additional working capital.
The Agreement also grants RMS and Mr. Speer registration rights with
respect to the Common Stock held by them and the Common Stock into which the
Class B Common Stock and Series A Preferred Stock may be converted.
Other than as described in this Item 4, neither RMS, Crystal Diamond, Mr.
Speer, nor, to the best of Crystal Diamond's knowledge, any executive officer,
director or controlling person of Crystal Diamond has any present plans or
proposals which relate to or would result in: (1) the acquisition by any person
of additional securities of the Company, or the disposition of securities of
the
Page 6 of 10 Pages
<PAGE> 7
Company; (2) an extraordinary corporate transaction, such as a merger,
reorganization or liquidation, involving the Company or any of its
subsidiaries; (3) a sale or transfer of a material amount of the assets of the
Company or of any of its subsidiaries; (4) any material change in the
capitalization or dividend policy of the Company; (5) any other material change
in the Company's business or corporate structure; (6) changes to the Company's
charter, bylaws or instruments corresponding thereto or other actions which may
impede the acquisition of control of the Company by any person; (7) causing a
class of securities of the Company to be delisted from a national securities
exchange or to cease to be authorized to be quoted in any inter-dealer
quotation system of a registered national securities association; (8) a class
of equity securities of the Company to become eligible for termination of
registration pursuant to Section 12(g)(4) of the Act; or (9) any action similar
to any of those enumerated above.
Notwithstanding the foregoing, RMS, Crystal Diamond and Mr. Speer reserve
the right to purchase additional securities of the Company, dispose of all or a
portion of their holdings of securities of the Company, or change their
intentions with respect to any of the matters referred to in this Item 4.
ITEM 5. INTEREST IN SECURITIES OF THE ISSUER.
Items 5(a), (b) and (c) of the Schedule 13D are amended to read as
follows:
(a) On June 10, 1996, Mr. Speer and RMS sold 119,601 and 347,114 shares
of PSI Common Stock, respectively. Following such transaction, RMS is the
beneficial owner of (i) 2,415,945 shares of the Company's Class B Common Stock,
which shares represent all of the issued and outstanding shares of the Class B
Common Stock, and (ii) 10,000 shares of the Company's Series A Preferred Stock,
which shares represent all of the issued and outstanding shares of the Series A
Preferred Stock. Mr. Speer does not directly hold any shares of Common Stock
following such transaction.
Each share of Class B Common Stock may be converted into one share of
Common Stock. If all of the shares of Class B Common Stock held by RMS were
converted, RMS would own approximately 14.22% of the Company's Common Stock.
The Series A Preferred Stock may be converted into shares of Common Stock at a
conversion price of $4.76 per share. The Series A Preferred stock may be
converted into 1,218,487 shares of Common Stock or approximately 7.7% of the
Page 7 of 10 Pages
<PAGE> 8
Common Stock.(1) Assuming conversion of all of the shares of Class B Common
Stock and Series A Preferred Stock into Common Stock, RMS would own 19.96% of
the Company's Common Stock. Thus, RMS is deemed to be the beneficial owner of
3,634,432 shares of Common Stock. As a result of the relationship described in
Item 2, Crystal Diamond and Mr. Speer may also be deemed for securities law
purposes to own 3,634,432 shares of Common Stock each.
Because each share of Class B Common Stock is generally entitled to 10
votes per share, whereas each share of Common Stock is entitled to one vote per
share, RMS, Mr. Speer and Crystal Diamond may be deemed to own beneficially
62.37% of the voting power of the Company's outstanding capital stock. If RMS
were to convert the Series A Preferred Stock, which carries no voting rights
(other than as required under the Delaware General Corporation Law), RMS, Mr.
Speer and Crystal Diamond would be deemed to own beneficially 63.51% of the
voting power of the Company's outstanding Crystal Stock.
(b) RMS shares with Crystal Diamond and Mr. Speer the power to vote or
direct the vote and the power to dispose or direct the disposition of the
2,415,945 shares of Class B Common Stock owned by RMS. RMS also shares with
Crystal Diamond and Mr. Speer the power to dispose or direct the disposition of
the 10,000 shares of Series A Preferred Stock owned by RMS. The Series A
Preferred Stock has no voting rights, but is convertible into 1,218,487 shares
of Common Stock. Under the terms of a shareholders agreement and subject to
certain limitations, RMS has agreed to vote the shares of Class B Common Stock
and Common Stock, if any, owned by it in favor of a nominee to the Company's
Board of Director designated by Primwest Holdings N.V.
(c) On June 10, 1996, Mr. Speer and RMS sold an aggregate of 466,715
shares of PSI Common Stock, constituting all of the shares of such class of
PSI securities owned by Mr. Speer and RMS in a single transaction effected over
the counter at a per share price of $13.875.
- --------------------
(1) Number of shares issuable upon conversion of Series A Preferred Stock
determined based upon the conversion price for such securities
reported in the Company's Form 10-K for the fiscal year ended August
31, 1995. Such conversion price and the number of shares of Common
Stock issuable upon conversion of the Series A Preferred Stock are
subject to change based on the anti-dilution provisions relating to
the Series A Preferred Stock contained in the Certificate of
Designations.
Page 8 of 10 Pages
<PAGE> 9
Items 5(d) and 5(e), as amended from time to time, read as follows:
(d) Not Applicable.
(e) Not Applicable.
ITEM 6. CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR RELATIONSHIPS
WITH RESPECT TO SECURITIES OF THE ISSUER.
Item 6 of the Schedule 13D, as amended from time to time, reads as
follows:
All contracts, arrangements, understandings or relationships with respect
to the securities of the Company between RMS, Crystal Diamond or Mr. Speer and
any other person are described in Item 4 above are contained in that certain
Purchase Agreement dated December 13, 1993, between RMS Limited Partnership and
Precision Systems,Inc. which was filed previously as Exhibit A to Amendment No.
1 to the Schedule 13D.
ITEM 7. MATERIAL TO BE FILED AS EXHIBITS.
Exhibit 99 -- Schedule 13D as filed on July 31, 1992.
Page 9 of 10 Pages
<PAGE> 10
SIGNATURES
After reasonable inquiry and to the best of my knowledge and belief, I
certify that the information set forth in this statement is true, complete and
correct.
June 12, 1996
/s/ Roy M. Speer
--------------------------------
Roy M. Speer
RMS LIMITED PARTNERSHIP,
a Nevada limited partnership
/s/ C. Thomas Burton
--------------------------------
C. Thomas Burton
President
of Crystal Diamond, Inc.,
the Managing General Partner of
RMS Limited Partnership
CRYSTAL DIAMOND, INC.,
a Nevada corporation
/s/ C. Thomas Burton
--------------------------------
C. Thomas Burton
President
Page 10 of 10 Pages
<PAGE> 1
EXHIBIT 99
--------------------------
OMB APPROVAL
--------------------------
OMB No. 3235-0145
Expires September 30, 1988
--------------------------
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 13D
UNDER THE SECURITIES EXCHANGE ACT OF 1934
(AMENDMENT NO. )*
----
Precision Systems, Inc.
- --------------------------------------------------------------------------------
(Name of Issuer)
Common Stock ($.01 par value)
- --------------------------------------------------------------------------------
(Title of Class of Securities)
740329-10-7
- --------------------------------------------------------------------------------
(CUSIP Number)
Thomas J. Egan
Baker & McKenzie, 815 Connecticut Avenue NW, Washington, D.C. 20006-4078
- --------------------------------------------------------------------------------
(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)
July 31, 1992
- --------------------------------------------------------------------------------
(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(b)(3) or (4), check the following box / /.
Check the following box if a fee is being paid with the statement /x/. (A fee
is not required only if the reporting person: (1) has a previous statement on
file reporting beneficial ownership of more than five percent of the class of
securities described in Item 1; and (2) has filed no amendment subsequent
thereto reporting beneficial ownership of five percent or less of such class.)
(See Rule 13d-7.)
Note: Six copies of this statement, including all exhibits, should be filed with
the Commission. See Rule 13d-1(a) 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).
(Continued on following page(s))
Page 1 of 8 Pages
<PAGE> 2
SCHEDULE 13D
CUSIP NO. 740329-10-7 PAGE 2 OF 8 PAGES
- --------------------------------------------------------------------------------
1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Roy M. Speer RMS Limited Partnership Crystal Diamond, Inc.
###-##-#### 88-0224372 88-0223159
- --------------------------------------------------------------------------------
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a) /x/
(b) / /
- --------------------------------------------------------------------------------
3 SEC USE ONLY
- --------------------------------------------------------------------------------
4 SOURCE OF FUNDS*
N/A
- --------------------------------------------------------------------------------
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT
TO ITEMS 2(d) OR 2(e) / /
N/A
- --------------------------------------------------------------------------------
6 CITIZENSHIP OR PLACE OF ORGANIZATION
Roy M. Speer is a citizen of the United States of America.
RMS Limited Partnership was formed in Nevada.
Crystal Diamond, Inc. is a Nevada corporation.
- --------------------------------------------------------------------------------
7 SOLE VOTING POWER
NUMBER OF
SHARES Please see attached.
BENEFICIALLY -----------------------------------------------------------------
OWNED BY 8 SHARED VOTING POWER
EACH
REPORTING Please see attached.
PERSON -----------------------------------------------------------------
WITH 9 SOLE DISPOSITIVE POWER
Please see attached.
-----------------------------------------------------------------
10 SHARED DISPOSITIVE POWER
Please see attached.
- --------------------------------------------------------------------------------
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
Please see attached.
- --------------------------------------------------------------------------------
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES* /X/
Please see attached.
- --------------------------------------------------------------------------------
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
Roy M. Speer, 13.6%
RMS Limited Partnership, 0%
Crystal Diamond, Inc., 11.7%
- --------------------------------------------------------------------------------
14 TYPE OF REPORTING PERSON*
Roy M. Speer, IN
RMS Limited Partnership, PN
Crystal Diamond, Inc., CO
- --------------------------------------------------------------------------------
*SEE INSTRUCTIONS BEFORE FILLING OUT!
<PAGE> 3
Roy M. Speer RMS Limited Partnership Crystal Diamond, Inc.
Items 7 and 8 of Cover Page.
As of July 31, 1992, Mr. Speer had shared voting power over 747,114 shares of
Common Stock, $.01 par value ("Common Stock") and 2,415,945 shares of Class B
Common Stock, $.01 par value ("Class B Common Stock"), of Precision Systems,
Inc. a Delaware corporation ("PSi"), through his position as sole shareholder
in Crystal Diamond, Inc. ("Crystal Diamond"), a Nevada corporation. Mr. Speer
individually owns 119,616 shares of Common Stock. The Class B Common Stock of
PSi is convertible to Common Stock on a share for share basis.
Crystal Diamond is the managing general partner of RMS Limited Partnership
("RMS"), a Nevada limited partnership, which holds shares of the capital stock
of PSi. Mr. Speer is also the non-managing general partner of RMS. On July 31,
1992, Crystal Diamond had voting control over the 747,114 shares of Common
Stock and the 2,415,945 shares of Class B Common Stock held by RMS. The capital
stock of Crystal Diamond is owned by Roy M. Speer.
Items 9 and 10 of Cover Page.
As of July 31, 1992, Mr. Speer had sole dispositive power over 119,616 shares of
Common Stock held directly by him.
As of July 31, 1992 Crystal Diamond, by virtue of its position as managing
general partner of RMS, and Mr. Speer, shared dispositive power over 747,114
shares of Common Stock and 2,415,945 shares of Class B Common Stock held by
RMS. Mr. Speer is the sole shareholder of Crystal Diamond and is the
non-managing general partner of RMS.
Item 11 of Cover Page.
For purposes of the Schedule 13D filing, as of July 31, 1992, Mr. Speer shared
beneficial ownership of 747,114 shares of Common Stock and 2,415,945 shares of
Class B Common Stock held by RMS with Crystal Diamond. Mr. Speer claims
beneficial ownership of 119,616 shares owned by him individually.
Item 12 of Cover Page.
The number of shares of Common Stock beneficially owned by Mr. Speer excludes
9,265 shares of Common Stock held by the Roy M. Speer Foundation.
3
<PAGE> 4
Securities and Exchange Commission
Washington, D.C.
Schedule 13 D
ITEM 1. SECURITY AND ISSUER:
Common Stock ($.01 par value)
Precision Systems, Inc.
11800 30th Court North, St. Petersburg, Florida
33716
ITEM 2. IDENTITY AND BACKGROUND:
(a). Roy M. Speer
Crystal Diamond, Inc.
RMS Limited Partnership
(b). Mr. Speer's Principal Business Office is: 12000
25th Court North, St. Petersburg, Florida 33716
Crystal Diamond, Inc.'s Principal Business Office
is: 201 West Liberty Street, P.O. Box 281, Reno,
Nevada 89504
RMS Limited Partnership's Principal Business Office
is: 201 West Liberty Street, P.O. Box 281, Reno
Nevada 89504
(c). Mr. Speer serves as Chairman and Chief Executive
Officer of Home Shopping Network, Inc.
(d). N/A
(e). N/A
(f). Mr. Speer is a citizen of the United States of America.
Crystal Diamond, Inc. is a Nevada Corporation.
RMS Limited Partnership is a Nevada limited
partnership.
ITEM 3. SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION
The shares of Common Stock were obtained pursuant to a tax-free
distribution of the shares of PSi to the shareholders of Home
Shopping Network, Inc. in the ratio of one share of PSi Common
Stock for each ten shares of Home Shopping Network, Inc. Common
Stock owned and one share of PSi Class B Common Stock for each
ten shares of Home Shopping Network,
4
<PAGE> 5
Inc. Class B Common Stock owned as of July 30, 1992. Such
distribution was effective on July 31, 1992.
ITEM 4. PURPOSE OF TRANSACTION:
The securities of PSi were received as part of a tax-free
distribution of the capital stock of PSi to all of the
shareholders of Home Shopping Network, Inc.
ITEM 5. INTEREST IN SECURITIES OF THE ISSUER:
(a). Amount Beneficially Owned as of July 31, 1992:
Crystal Diamond, Inc. shares dispositive control over a
total of 747,114 shares of Common Stock and 2,415,945 shares of
Class B Common Stock held by RMS Limited Partnership, by virtue
of Crystal Diamond, Inc.'s position as managing general partner
of such limited partnership. Mr. Speer is the sole shareholder
of Crystal Diamond, Inc. and is the non-managing general
partner of RMS Limited Partnership.
For purposes of Schedule 13D filing, Crystal Diamond,
Inc. shares beneficial ownership of 747,114 shares of Common
Stock and 2,415,945 shares of Class B Common Stock held by RMS
with Mr. Speer. Mr. Speer also claims beneficial ownership of
119,616 shares owned by him individually, which gives him a
total beneficial and shared beneficial ownership of 866,731
shares of Common Stock, and 2,415,945 shares of Class B Common
Stock. For purposes of Schedule 13D filing, RMS Limited
Partnership is not claiming shared or sole beneficial ownership
of any shares, because as managing general partner of the
limited partnership, Crystal Diamond, Inc. has claimed such
ownership.
(b). Percent of Class:
Mr. Speer's direct and shared beneficial ownership with
Crystal Diamond, Inc. is: 13.6% of the Common Stock and 100% of
the Class B Common Stock. Assuming the conversion of all of
the outstanding Class B Common Stock into Common Stock,
Mr. Speer's direct and shared beneficial ownership interest
would be 37.4%.
5
<PAGE> 6
RMS Limited Partnership's beneficial ownership is: 0%.
Crystal Diamond, Inc.'s shared beneficial ownership
with Mr. Speer is: 11.7% of the Common Stock and 100% of the
Class B Common Stock. Assuming the conversion of all of the
outstanding Class B Common Stock, Crystal Diamond, Inc.'s
shared beneficial ownership interest would be 36.3%.
Number of shares as to which such person has:
(i) sole power to vote or to direct the vote
Mr. Speer: see below
RMS Limited Partnership: see below
Crystal Diamond, Inc.: see below
(ii) shared power to vote or to direct the vote
Mr. Speer: see below
RMS Limited Partnership: see below
Crystal Diamond, Inc.: see below
(iii) sole power to dispose or to direct the disposition of
Mr. Speer: see below
RMS Limited Partnership: see below
Crystal Diamond, Inc.: see below
(iv) shared power to dispose or to direct the disposition of
Mr. Speer: see below
RMS Limited Partnership: see below
Crystal Diamond, Inc.: see below
Voting Control:
Mr. Speer has sole voting control over the shares held by him, with the
exception of 15 shares held by the Home Shopping Network, Inc. 401(k) Plan.
Crystal Diamond, Inc. is the managing general partner of RMS and as such, it
has voting control over those shares held by RMS. The capital stock of Crystal
Diamond, Inc. is owned by Roy M. Speer.
Disposition Control:
Mr. Speer has sole dispositive power over 119,616 shares of Common Stock held
directly by him.
Crystal Diamond, Inc., as managing general partner of RMS, has with Roy M.
Speer, dispositive control over 747,114 shares of Common
6
<PAGE> 7
Stock and 2,415,945 shares of Class B Common Stock.
(c). Not Applicable.
(d). Not Applicable.
(e). Not Applicable.
ITEM 6. CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR RELATIONSHIPS WITH
RESPECT TO SECURITIES OF THE ISSUER.
Not Applicable
ITEM 7. MATERIAL TO BE FILED AS EXHIBITS.
Not Applicable
7
<PAGE> 8
SIGNATURE
After reasonable inquiry and to the best of my knowledge and belief, I
certify that the information set forth in this statement is true, complete and
correct.
August 5, 1992
/s/ ROY M. SPEER
--------------------------------
Roy M. Speer
RMS LIMITED PARTNERSHIP,
a Nevada Limited Partnership
/s/ RICHARD W. BAKER, SEC/TREAS.
--------------------------------
Richard W. Baker
Treasurer and Secretary
of Crystal Diamond, Inc.,
the Managing General Partner of
RMS Limited Partnership
CRYSTAL DIAMOND, INC.
/s/ RICHARD W. BAKER, SEC/TREAS.
--------------------------------
Richard W. Baker
Treasurer and Secretary
8
