<PAGE> 1
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
Amendment No. 1
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 6 Pages
<PAGE> 2
CUSIP No. 740329-10-7
- ----------------------------------------------------------------------
(1) Name of Reporting Persons
S.S. or I.R.S. Identification No. of Above Persons
Roy M. Speer Foundation Richard W. Baker
59-2785945 ###-##-####
- ----------------------------------------------------------------------
(2) Check the Appropriate Box if a Member (a) / /
of a Group (See Instructions) (b) /x/
- ----------------------------------------------------------------------
(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
U.S.
- ----------------------------------------------------------------------
Number of Shares (7) Sole Voting Power
Beneficially Owned 18,007 by Mr. Baker
by Each Reporting -----------------------------------
Person With (8) Shared Voting Power
0
-----------------------------------
(9) Sole Dispositive Power
18,007 by Mr. Baker
-----------------------------------
(10) Shared Dispositive Power
0
- ----------------------------------------------------------------------
(11) Aggregate Amount Beneficially Owned by Each Reporting Person
Roy M. Speer Foundation -- 0 shares
Richard W. Baker -- 18,007 shares
- ----------------------------------------------------------------------
(12) Check Box if the Aggregate Amount in Row (11) / /
Excludes Certain Shares
- ----------------------------------------------------------------------
(13) Percent of Class Represented by Amount in Row (11)
Roy M. Speer Foundation -- 0%
Richard W. Baker -- 0.12%
- ----------------------------------------------------------------------
(14) Type of Reporting Person
Roy M. Speer Foundation -- OO
Richard W. Baker -- IN
Add blurb on amending and restating
Page 2 of 6 Pages
<PAGE> 3
Securities and Exchange Commission
Washington, D.C.
Schedule 13D
The Roy M. Speer Foundation (the "Foundation"), a charitable
foundation organized as a trust under agreement dated December 16, 1986 (the
"Trust Agreement"), and Richard W. Baker as the sole trustee of the Foundation
("Baker") hereby amend their Schedule 13D as filed on December 1, 1994, 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. 1 to
the Schedule 13D hereby restates the filers' original Schedule 13D for purposes
of EDGAR filing. The original Schedule 13D is filed as Exhibit 99 hereto. As
of the date hereof, the Foundation and Baker ceased to have beneficial
ownership of more than 5 percent of the Common Stock of PSI.
ITEM 1. SECURITY AND ISSUER.
This report relates to the common stock, par value $.01 per share (the
"Common Stock"), of Precision Systems, Inc., a Delaware corporation.
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 PSI's Class B Common
Stock, par value $.01 per share ("Class B Common Stock"), 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.
ITEM 2. IDENTITY AND BACKGROUND.
This Schedule 13D is being filed by the Roy M. Speer Foundation (the
"Foundation"), a charitable foundation organized as a trust under agreement
dated December 16, 1986 (the "Trust Agreement"), and Richard W. Baker as the
sole trustee of the Foundation ("Baker").
The principal business and office addresses of the Foundation and Mr.
Baker are 1803 U.S. Highway 19, Holiday, Florida 34691. Mr. Baker is a
citizen of the United States and is principally occupied as a certified public
accountant. The principal business of the Foundation is to apply the trust
estate for charitable, religious, scientific, literary or educational purposes.
During the last five years, neither the Foundation nor Mr. Baker has
(i) been convicted in a criminal proceeding (excluding traffic
Page 3 of 6 Pages
<PAGE> 4
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.
On December 1, 1994, RMS Limited Partnership ("RMS") transferred by
gift 400,000 shares of Common Stock to the Foundation. No consideration was
paid by the Foundation in connection with such transfer.
ITEM 4. PURPOSE OF TRANSACTION.
On December 1, 1994, RMS transferred by gift 400,000 shares of Common
Stock to the Foundation. Prior to such transfer, the Foundation held 9,265
shares of Common Stock which it received in connection with the distribution of
PSI Common Stock by its former parent company in a spin-off transaction
effected July 31, 1992. The Foundation is obligated by virtue of the Trust
Agreement to use the assets of the Foundation for certain charitable purposes
and may distribute such assets in whole or in part at any time or from time to
time in the discretion of the Trustee.
Other than as described in this Item 4 and except for the transaction
specified in Item 5, neither the Foundation nor Mr. Baker 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 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, the Foundation and Mr. Baker, acting
individually or as a trustee, reserve the right to purchase additional
securities of the Company, dispose of all or a portion of its or his holdings
of securities of the Company, or change its intentions with respect to any of
the matters referred to in this Item 4.
ITEM 5. INTEREST IN SECURITIES OF THE ISSUER.
Item 5(a) of the Schedule 13D is amended to read as follows:
Page 4 of 6 Pages
<PAGE> 5
(a) As of June 10, 1996, the Foundation does not own any shares of
PSI Common Stock. As of the same date, Mr. Baker held individually and as
Trustee for certain irrevocable trusts established for the benefit of certain
members of Roy M. Speer's family 18,007 shares of Common Stock representing
less than five percent of the class.
(b) Mr. Baker, as sole trustee, has the sole power to vote or direct
the vote of shares of Common Stock held by him individually and as trustee for
the Trusts and the Foundation and has sole power to dispose or direct the
disposition of such shares. The Staff of the Securities and Exchange
Commission has indicated, however, that a trust such as the Foundation may be
deemed to be a beneficial owner of securities held by the trustee in the name
of the trust. Thus, even though under the terms of the Trust Agreement the
trustee of the Foundation has sole power to vote and dispose of the shares of
Common Stock held in the name of the Foundation, for purposes of this filing
the Foundation is also treated as sharing the power to direct the voting and
disposition of such shares and, therefore, is reported as a beneficial owner of
the shares.
Item 5(c) of the Schedule 13D is amended to read as follows:
(c) On June 10, 1996, the Foundation sold all of its PSI Common
Stock in a single over the counter transaction at a per share price of $13.875.
(d) No person other than the Foundation and Mr. Baker, as trustee, is
known to have the right to receive or the power to direct the receipt of
dividends from or the proceeds from the sale of the shares of Common Stock
owned by the Foundation. Mr. Baker, as trustee, has the right to receive or
the power to direct the receipt of dividends from or the proceeds from the sale
of the shares of Common Stock owned by the Trusts subject to certain
limitations on the exercise of his discretion for the benefit of the
beneficiaries of each of the Trusts as set forth in the instruments creating
such Trusts.
Item 5(e) is added to the Schedule 13D as follows:
(e) On June 10, 1996, the Foundation and Baker ceased to be
beneficial owners of more than five percent of the Company's Common Stock.
ITEM 6. CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR RELATIONSHIPS
WITH RESPECT TO SECURITIES OF THE ISSUER.
Not applicable.
ITEM 7. MATERIAL TO BE FILED AS EXHIBITS.
Exhibit 99 -- Schedule 13D filed on December 1, 1994.
Page 5 of 6 Pages
<PAGE> 6
SIGNATURES
After reasonable inquiry and to the best of my knowledge and belief, I
certify that the information set forth in this statement is true, complete and
correct.
January 5, 1995 Roy M. Speer Foundation
/s/ Richard W. Baker
-------------------------------
Richard W. Baker
Trustee of the
Roy M. Speer Foundation
/s/ Richard W. Baker
-------------------------------
Richard W. Baker
Page 6 of 6 Pages
<PAGE> 1
EXHIBIT 99
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
PRECISION SYSTEMS, INC.
------------------------
(Name of Issuer)
Common Stock ($.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)
December 1, 1994
----------------
(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 6 Pages
<PAGE> 2
CUSIP No. 740329-10-7
- ------------------------------------------------------------------
(1) Name of Reporting Persons
S.S. or I.R.S. Identification No. of Above Persons
Roy M. Speer Foundation Richard W. Baker
59-2785945 ###-##-####
- ------------------------------------------------------------------
(2) Check the Appropriate Box if a Member (a) / /
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
U.S.
- --------------------------------------------------------------------
Number of Shares (7) Sole Voting Power
Beneficially Owned 18,007 by Mr. Baker
by Each Reporting -----------------------------------------
Person With (8) Shared Voting Power
409,265 by each person
-----------------------------------------
(9) Sole Dispositive Power
18,007 by Mr. Baker
-----------------------------------------
(10) Shared Dispositive Power
409,265 by each person
- --------------------------------------------------------------------
(11) Aggregate Amount Beneficially Owned by Each Reporting Person
Roy M. Speer Foundation -- 409,265 shares
Richard W. Baker -- 427,272 shares
- --------------------------------------------------------------------
(12) Check Box if the Aggregate Amount in Row (11) /x/
Excludes Certain Shares
- --------------------------------------------------------------------
(13) Percent of Class Represented by Amount in Row (11)
Roy M. Speer Foundation -- 5.3%
Richard W. Baker -- 5.5%
- --------------------------------------------------------------------
(14) Type of Reporting Person
Roy M. Speer Foundation -- OO
Richard W. Baker -- IN
Page 2 of 6 Pages
<PAGE> 3
Securities and Exchange Commission
Washington, D.C.
Schedule 13D
ITEM 1. SECURITY AND ISSUER.
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").
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 PSi's Class B Common
Stock, par value $.01 per share ("Class B Common Stock"), 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.
ITEM 2. IDENTITY AND BACKGROUND.
This Schedule 13D is being filed by the Roy M. Speer Foundation (the
"Foundation"), a charitable foundation organized as a trust under agreement
dated December 16, 1986 (the "Trust Agreement"), and Richard W. Baker as the
sole trustee of the Foundation ("Baker").
The principal business and office addresses of the Foundation and Mr.
Baker are 1803 U.S. Highway 19, Holiday, Florida 34691. Mr. Baker is a
citizen of the United States and is principally occupied as a certified public
accountant. The principal business of the Foundation is to apply the trust
estate for charitable, religious, scientific, literary or educational purposes.
During the last five years, neither the Foundation nor Mr. Baker 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.
On December 1, 1994, RMS Limited Partnership ("RMS") transferred by
gift 400,000 shares of Common Stock to the Foundation. No
Page 3 of 6 Pages
<PAGE> 4
consideration was paid by the Foundation in connection with such transfer.
ITEM 4. PURPOSE OF TRANSACTION.
On December 1, 1994, RMS transferred by gift 400,000 shares of Common
Stock to the Foundation. Prior to such transfer, the Foundation held 9,265
shares of Common Stock which it received in connection with the distribution of
PSi Common Stock by its former parent company in a spin-off transaction
effected July 31, 1992. The Foundation is obligated by virtue of the Trust
Agreement to use the assets of the Foundation for certain charitable purposes
and may distribute such assets in whole or in part at any time or from time to
time in the discretion of the Trustee.
Other than as described in this Item 4, neither the Foundation nor Mr.
Baker 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 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, the Foundation and Mr. Baker, acting
individually or as a trustee, reserve the right to purchase additional
securities of the Company, dispose of all or a portion of its or his holdings
of securities of the Company, or change its intentions with respect to any of
the matters referred to in this Item 4.
ITEM 5. INTEREST IN SECURITIES OF THE ISSUER.
(a) The Foundation is the beneficial owner of 409,265 shares of
Common Stock which shares represent approximately 5.3% of the outstanding
shares of Common Stock. Richard W. Baker, as the sole trustee of the
Foundation, shares beneficial ownership of such shares. Mr. Baker also serves
as sole trustee for several irrevocable trusts (the "Trusts") established for
the benefit of certain members of the family of Roy M. Speer ("Speer"). As
sole trustee, Mr. Baker shares beneficial ownership of the 17,213 shares of
Common Stock held by the Trusts. Mr. Baker owns individually an additional 794
shares of Common Stock, for an aggregate beneficial ownership of 427,272 shares
of Common Stock, representing approximately 5.5% of the outstanding shares of
Common Stock.
Page 4 of 6 Pages
<PAGE> 5
Mr. Baker also serves as an officer and a director of Crystal Diamond,
Inc., a Nevada corporation ("CDI"). CDI is the managing general partner of
RMS. Mr. Speer is the non-managing general partner of RMS and the sole
stockholder and a director of CDI. CDI, RMS and Speer share beneficial
ownership of 3,981,546 shares of Common Stock representing approximately 34.9%
of the class and approximately 77.6% of the voting power of the Company's
outstanding capital stock. Mr. Baker disclaims a beneficial interest in the
shares of Common Stock, Class B Common Stock and Series A Preferred Stock of
PSi owned by RMS in which CDI has a beneficial interest.
(b) Mr. Baker, as sole trustee, has the sole power to vote or
direct the vote of shares of Common Stock held by him individually and as
trustee for the Trusts and the Foundation and has sole power to dispose or
direct the disposition of such shares. The Staff of the Securities and
Exchange Commission has indicated, however, that a trust such as the Foundation
may be deemed to be a beneficial owner of securities held by the trustee in the
name of the trust. Thus, even though under the terms of the Trust Agreement
the trustee of the Foundation has sole power to vote and dispose of the shares
of Common Stock held in the name of the Foundation, for purposes of this filing
the Foundation is also treated as sharing the power to direct the voting and
disposition of such shares and, therefore, is reported as a beneficial owner of
the shares.
(c) On December 1, 1994, the Foundation received as a gift and
without the payment of consideration 400,000 shares of Common Stock.
(d) No person other than the Foundation and Mr. Baker, as trustee,
is known to have the right to receive or the power to direct the receipt of
dividends from or the proceeds from the sale of the shares of Common Stock
owned by the Foundation. Mr. Baker, as trustee, has the right to receive or
the power to direct the receipt of dividends from or the proceeds from the sale
of the shares of Common Stock owned by the Trusts subject to certain
limitations on the exercise of his discretion for the benefit of the
beneficiaries of each of the Trusts as set forth in the instruments creating
such Trusts.
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
Page 5 of 6 Pages
<PAGE> 6
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.
January 5, 1995 Roy M. Speer Foundation
/s/ Richard W. Baker
-------------------------------
Richard W. Baker
Trustee of the
Roy M. Speer Foundation
/s/ Richard W. Baker
-------------------------------
Richard W. Baker
Page 6 of 6 Pages
