<PAGE> 1
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
Amendment No. 6
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)
April 7, 1997
-------------
(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
<TABLE>
CUSIP No. 740329-10-7
- -------------------------------------------------------------------------------
<S> <C> <C>
(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
PF
- -------------------------------------------------------------------------------
(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) [X]
Excludes Certain Shares
- -------------------------------------------------------------------------------
(13) Percent of Class Represented by Amount in Row (11)
RMS Limited Partnership -- 19.84%
Crystal Diamond, Inc. -- 19.84%
Roy M. Speer -- 19.84%
- -------------------------------------------------------------------------------
(14) Type of Reporting Person
RMS Limited Partnership -- PN
Crystal Diamond, Inc. -- CO
Roy M. Speer -- IN
</TABLE>
Page 2 of 6 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, by that Amendment No. 4 to the Schedule 13D dated June 10,
1996 and by that Amendment No. 5 to the Schedule 13D dated June 27, 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 3. SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION
The source of the funds used to purchase the Series B Preferred Stock was
the working capital of RMS.
ITEM 4. PURPOSE OF TRANSACTION.
Item 4 the Schedule 13D is amended by adding the following to the disclosure
contained therein:
RMS purchased the Series B Preferred Stock to increase its equity position
in the Company and to provide the Company with financing for working capital
purposes.
ITEM 5. INTEREST IN SECURITIES OF THE ISSUER.
Item 5(a) of the Schedule 13D is amended by adding the following to the
disclosure contained therein:
(a) On April 7, 1997, RMS purchased 1,500 shares of Series B Preferred
Stock and a warrant to purchase up to 150,000 shares of the Company's Common
Stock ("Warrant"). In the event shares of Series B Preferred Stock remain
outstanding on December 31, 1998, such shares shall become convertible at the
option of the holder thereof into that number of shares of Common Stock equal
to the quotient realized by dividing (i) the sum of the Purchase Price and any
accumulated and unpaid dividends plus interest thereon (the "Conversion
Amount") by (ii) the average bid closing price for the Company's Common Stock
during the ten trading days prior to the closing date of the issuance of the
Series B Preferred Stock. The conversion price is subject to adjustment for
certain deemed issuances of additional shares of Common Stock.
Page 3 of 6 Pages
<PAGE> 4
In addition, each Warrant will have an exercise price equal to $6.0938
which represents: (i) the current market price of the common stock as
determined by the closing price of the common stock on the Nasdaq Stock Market
on the day prior to the date of closing; plus (ii) a 25% premium. Each Warrant
will be exercisable at any time during the five-year period commencing twelve
(12) months after the date of issuance. The exercise price and number of
shares issuable upon exercise of Warrants will be subject to adjustment in
certain circumstances.
RMS, Crystal Diamond, Inc. and Mr. Speer disclaim beneficial ownership of
the securities underlying the Series B Preferred Stock and the Warrants.
RMS is the beneficial owner of (i) 2,415,945 shares of the Company's
Common Stock, (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, and (iii) 1,500 shares of the Company's Series B Preferred
Stock, which shares represent 33.33% of the outstanding Series B Preferred
Stock. Neither Mr. Speer nor Crystal Diamond, Inc. directly hold any shares of
Common Stock.
The 2,415,945 shares of Common Stock represent approximately 14.13% 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 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 7.13% of the Common Stock after giving effect to
the conversion.(1) Thus, RMS is deemed to be the beneficial owner of 3,634,432
shares or 19.84% of the Company's Common Stock. The Series B Preferred Stock
will become convertible into that number of shares of the Company's Common
Stock determined by dividing the Conversion Amount by the Conversion Price in
effect on the date of conversion. The Series B Preferred Stock may be
converted into Common Stock commencing January 1, 1999. As a result of the
relationship described in Item 2, Crystal Diamond and
- ---------------------------------
(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 transition period ended
December 31, 1996. 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 4 of 6 Pages
<PAGE> 5
Mr. Speer may also be deemed for securities law purposes to own 3,634,432
shares or 19.84% of the Company's Common Stock each.
Item 5(b) of the Schedule 13D is amended by amending the disclosure therein to
read as follows:
(b) RMS shares with Crystal Diamond and Mr. Speer the power to dispose or
direct the disposition of the 2,415,945 shares of Common Stock owned by RMS,
the 10,000 shares of Series A Preferred Stock owned by RMS, and (iii) the 1,500
shares of Series B 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
commencing January 1, 1999. The Series B Preferred has no voting rights, but
may become convertible into an indeterminable number of shares of Common Stock.
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.
April 15, 1997
/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 6 of 6 Pages
