<PAGE> 1
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
Amendment No. 5
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 27, 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 5 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 5 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, by that Amendment No. 3 to the Schedule 13D
dated April 5, 1995 and by that Amendment No. 4 to the Schedule 13D dated June
10, 1996 (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").
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 27, 1996, RMS converted 2,415,945 shares of the Company's
Class B Common Stock, constituting all of the issued and outstanding shares of
Class B Common Stock, into a like number of shares of Common Stock. Following
such conversion, RMS is the beneficial owner of (i) 2,415,945 shares of the
Company's 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. Neither Mr. Speer nor Crystal Diamond,
Inc. directly hold any shares of Common Stock following such transaction.
The 2,415,945 shares of Common Stock represent approximately 14.22% of the
Company's Common Stock. The Series A Preferred Stock, which carries no voting
rights (other than as required under the Delaware General Corporation Law), may
be converted into ares 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 Common Stock.(1) Thus, RMS
- -------------------
(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
Page 3 of 5 Pages
<PAGE> 4
is deemed to be the beneficial owner of 3,634,432 shares or 19.96% of the
Company's 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 or 19.96% of the Company's Common Stock each.
(b) RMS shares with Crystal Diamond and Mr. Speer the power to dispose or
direct the disposition of the 2,415,945 shares of Series A Preferred 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.
(c) Because each share of Class B Common Stock is entitled to 10 votes
per share and each share of Common Stock is entitled to one vote per share on
most matters submitted for shareholder vote, the conversion of the Class B
Shares into Common Stock on June 27, 1996, reduced RMS' and Mr. Speer's
beneficial ownership of the voting power of the Company's outstanding capital
stock on a fully diluted basis (assuming conversion of the Series A Preferred
Stock) from 63.51% to 19.96%
- -------------------
provisions relating to the Series A Preferred Stock contained in the
Certificate of Designations.
Page 4 of 5 Pages
<PAGE> 5
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.
July 8, 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 5 of 5 Pages
