<PAGE> 1
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D/A
Under the Securities Exchange Act of 1934
Amendment No. 10
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)
August 31, 1998
---------------
(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
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<TABLE>
<S><C>
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
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
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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 and by
that Amendment No. 6 to the Schedule 13D dated April 7, 1997 and by that
Amendment No. 7 to the Schedule 13D dated September 30, 1997 and by that
Amendment No. 8 to the Schedule 13D dated March 4, 1998 and by that Amendment
No. 9 to the Schedule 13D dated April 22, 1998,(as amended the "Schedule 13D"),
with respect to the Common Stock, par value $.01 per share (the "Common Stock"),
of Precision Systems, Inc., a Delaware corporation.
ITEM 3. SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION.
Item 3 of the Schedule 13D is amended by adding the following to the
disclosure contained therein:
On August 31, 1998, PSI and Speer entered into a First Amendment
("Amendment") to the Agreement. The Amendment provides that in the event that
Speer elects the Alternative Transaction, the cash portion of the contribution
to be made by Speer to PSI will be reduced from $60,000,000 to $36,000,000 and
the number of shares to be received by Speer from PSI in the transaction will
be reduced from 65,000,000 to 41,000,000. The source of the funds to be used in
such transaction will be the working capital of RMS.
Also, pursuant to the terms of the Amendment, PSI has agreed to
increase the number of members of its Board of Directors from five to six
persons in the event of consummation of either the Contribution and Exchange
Transaction or the Alternative Transaction. Upon consummation of the Agreement,
as amended, two nominees of Speer will be elected to fill vacancies on the PSI
Board of Directors. At the closing date, PSI will appoint a nominee of Speer to
serve as President and Chief Executive Officer of PSI.
In addition, Speer agreed to increase the line of credit to PSI
from $3,000,000 to $5,000,000. The source of the funds to be
Page 3 of 6 Pages
<PAGE> 4
used in such transaction will be the working capital of RMS. The expiration date
of the Agreement was extended by the Amendment from August 31, 1998 to October
31, 1998.
ITEM 4. PURPOSE OF TRANSACTION
Item 4(a) of the Schedule 13D is amended by adding the following to
the disclosure contained therein:
The Amendment amended the Agreement such that the cash to be
contributed by Speer to PSI under the Alternative Transaction will be reduced
from $60,000,000 to $36,000,000 and the number of shares to be received by Speer
from PSI in the transaction will be reduced from 65,000,000 to 41,000,000. The
source of the funds to be used in such transaction will be the working capital
of RMS.
Pursuant to the terms of the Amendment, PSI has agreed to
increase the number of members of its Board of Directors from five to six
persons in the event of consummation of either the Contribution and Exchange
Transaction or the Alternative Transaction. Upon consummation of the Agreement,
as amended, two nominees of Speer will be elected to fill vacancies on the PSI
Board of Directors. At the closing date, PSI will appoint a nominee of Speer to
serve as President and Chief Executive Officer of PSI.
Also, Speer agreed to increase the line of credit to PSI from
$3,000,000 to $5,000,000. The source of the funds to be used in such transaction
will be the working capital of RMS. The expiration date of the Agreement was
extended by the Amendment from August 31, 1998 to October 31, 1998.
Item 4(d) of the Schedule 13D is amended by adding the following to
the disclosure contained therein:
Pursuant to the terms of the Amendment, PSI has agreed to increase
the number of members of its Board of Directors from five to six persons in the
event of consummation of either the Contribution and Exchange Transaction or the
Alternative Transaction. Upon consummation of the Agreement, as amended, two
nominees of Speer will be elected to fill vacancies on the PSI Board of
Directors. At the closing date, PSI will appoint a nominee of Speer to serve as
President and Chief Executive Officer of PSI.
Upon consummation of the Alternative Transaction as amended, Speer
will control approximately 70% of the Common Stock of PSI.
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Upon consummation of the Contribution and Exchange Transaction, Speer will
control approximately 84% of the Common Stock of PSI.
ITEM 6. CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR RELATIONSHIPS WITH RESPECT
TO SECURITIES OF THE ISSUER.
Item 6 of the Schedule 13D is amended by adding the following paragraph
thereto:
The Amendment amended the Alternative Transaction such that the cash
contributed to PSI under the Alternative Transaction will be reduced from
$60,000,000 to $36,000,000 and the equivalent number of shares to be received
by Speer from PSI will be reduced from 65,000,000 to 41,000,000. The source of
the funds to be used in such transaction is the working capital of Speer and
its controlled limited partnerships.
Pursuant to the terms of the Amendment, PSI has agreed to increase the
number of members of its Board of Directors from five to six persons in the
event of consummation of either the Contribution and Exchange Transaction or
the Alternative Transaction. Upon consummation of the Agreement, as amended,
two nominees of Speer will be elected to fill vacancies on the PSI Board of
Directors. At the closing date, PSI will appoint a nominee of Speer to serve as
President and Chief Executive Officer of PSI.
Also, Speer agreed to increase the line of credit to PSI from $3,000,000
to $5,000,000. The source of the funds to be used in such transaction is the
working capital of Speer and its controlled limited partnerships. The
expiration date of the Agreement was extended by the Amendment from August 31,
1998 to October 31, 1998.
ITEM 7. MATERIAL TO BE FILED AS EXHIBITS.
Exhibit A - C Incorporated by reference from Amendment No. 9
to the Schedule 13D dated April 22, 1998.
Exhibit D First Amendment to the Contribution and Share
Exchange Agreement dated as of August 31, 1998.
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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.
September 11, 1998
/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
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EXHIBIT D
FIRST AMENDMENT TO THE
CONTRIBUTION AND SHARE EXCHANGE AGREEMENT
DATED APRIL 22, 1998
BY AND AMONG
SPEER COMMUNICATIONS HOLDINGS LIMITED PARTNERSHIP,
A NEVADA LIMITED PARTNERSHIP
SPEER WORLD WIDE DIGITAL TRANSMISSION & VAULTING
LIMITED PARTNERSHIP,
A NEVADA LIMITED PARTNERSHIP
SPEER PRODUCTIONS LIMITED PARTNERSHIP,
A NEVADA LIMITED PARTNERSHIP
SPEER VIRTUAL MEDIA LIMITED PARTNERSHIP,
A NEVADA LIMITED PARTNERSHIP
AND
PRECISION SYSTEMS, INC.,
A DELAWARE CORPORATION
AUGUST 31, 1998
D-1
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FIRST AMENDMENT TO THE
CONTRIBUTION AND SHARE EXCHANGE AGREEMENT
This FIRST AMENDMENT (the "Amendment") to that certain Contribution and
Share Exchange Agreement (the "Agreement") dated April 22, 1998 by and among
Speer Communications Holdings Limited Partnership, a Nevada limited partnership
("Speer Communications"), Speer World Wide Digital Transmission & Vaulting
Limited Partnership, a Nevada limited partnership ("Speer World Wide"), Speer
Productions Limited Partnership, a Nevada limited partnership ("Speer
Productions"), Speer Virtual Media Limited Partnership, a Nevada limited
partnership ("SVM") and Precision Systems, Inc., a Delaware corporation ("PSI")
is entered into by and among Speer Communications, Speer World Wide, Speer
Productions, SVM and PSI (the "Parties") as of this 31st day of August, 1998.
WHEREAS, the Parties have determined to amend the Agreement pursuant to the
terms of this Amendment; and
WHEREAS, capitalized terms not defined herein shall have the meaning
ascribed to such terms in the Agreement;
NOW, THEREFORE, in consideration of the foregoing, and of the
representations, warranties, covenants and agreements contained herein, the
Parties hereto agree as follows.
1. Amendments.
a. Paragraph (a) of Section 1.1 of the Agreement is hereby amended to
read as follows:
(a) Subject to the terms and conditions of this Agreement, at the
Closing Date, as hereinafter defined, Speer agrees to grant, contribute,
convey, assign, transfer and deliver to PSI (the "Contribution")
pursuant to an Assignment and Assumption Agreement substantially in the
form attached as Exhibit 1.1 hereto (the "Assignment and Assumption
Agreement") all right, title and interest in all of the assets, tangible
or intangible, along with all contractual and leasehold rights Speer
holds necessary for PSI to operate the Businesses (as hereinafter
defined) as Speer operates them as of the date hereof (the "Speer
Assets") in exchange for the consideration set forth in Section 1.2. The
Speer Assets include, without limitation, those assets set forth in
Schedule 1.1(a)(i), together with all of the issued and outstanding
capital stock of Professional Video Services Corporation, a District of
Columbia corporation ("PVS") and of Speer Communications Virtual Media,
Inc., a Delaware corporation ("SCVM") (the capital stock of PVS and SCVM
are hereinafter referred to as the "Equity Interests") and $15 million
in cash (the "Cash"), but do not include those assets set forth in
Schedule 1.1(a) (the "Excluded Assets").
b. Section 1.4 of the Agreement is hereby amended to read as follows:
1.4 Alternative Transaction. Prior to the Closing Date, Speer
shall be entitled in its sole discretion and upon not less than twenty
(20) days prior written notice to elect not to close the Contribution
and Exchange Transaction and the Real Estate Transaction. In lieu of
such transactions and subject to the terms and conditions of this
Agreement, Speer Communications and SVM would grant, contribute, convey,
assign, transfer and deliver to PSI all of the stock of SCVM and
Thirty-Six Million Dollars ($36,000,000) in cash (the "Alternative
Transaction"). In consideration for the contribution of the stock of
SCVM and cash referred to in the preceding sentence, and in lieu of
PSI's obligation to deliver the Share Exchange Consideration and the
Real Estate Consideration, PSI shall issue and deliver 41,000,000 newly
issued shares of PSI Common Stock (the "Alternative Consideration") to
Speer Communications and SVM. Speer shall not have any obligation or
liability to PSI with respect to the Contribution and Exchange
Transaction or the Real Estate Transaction, and PSI shall have no right
to conclude the Contribution and Exchange Transaction or the Real Estate
Transaction in the event Speer elects to pursue the Alternative
Transaction.
D-2
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c. Section 6.4 of the Agreement is hereby amended to read as follows:
6.4 Board of Directors. Prior to the Closing Date, PSI shall adopt
a resolution fixing the number of Board members of its Board of
Directors at six members.
d. Section 6.5 of the Agreement is hereby amended by adding the
following clause at the end thereof:
; provided, however, in the event the closing relates to the
Alternative Transaction, only those employees of SVM as of the Closing
Date shall become employees of PSI.
e. Section 8.16 of the Agreement is hereby amended to read as follows:
8.16. Election of Directors. Two nominees of Speer shall have been
elected to fill vacancies on the PSI Board of Directors.
f. Section 8.17 of the Agreement is hereby amended to read as follows:
8.17. Non-Fulfillment Date. In the event that one or more of the
foregoing conditions in this Article VIII is not fulfilled as of October
31, 1998, Speer may, upon notice to PSI and on or prior to the Closing
Date, elect not to consummate the transactions provided for herein, or
may waive the condition and proceed to Closing, but any breach of
condition, warranty, representation or covenant known to Speer at the
Closing Date as to which Speer does not make a claim by the Closing Date
shall be deemed to have been waived.
g. Section 9.10 of the Agreement is hereby amended by adding the
following clause (iii) at the end thereof:
(iii) immediately prior to the Closing, SVM shall contribute to
SCVM all of the assets of SVM listed in Schedule 1.1(a)(1) and shall
cause SCVM to assume only those liabilities of SVM listed on Schedule
1.1(b) and SVM shall have delivered to PSI true and accurate copies of
the Certificate of Incorporation and By-laws of SCVM.
h. Section 9.11 of the Agreement is hereby amended to read as follows:
9.11. Non-Fulfillment Date. In the event that one or more of the
foregoing conditions in this Article IX is not fulfilled as of October
31, 1998, PSI may, upon notice to Speer and on or prior to the Closing
Date, elect not to consummate the transactions provided for herein, or
may waive the condition and proceed to Closing, but any breach of
condition, warranty, representation or covenant known to PSI at the
Closing Date as to which PSI does not make a claim by the Closing Date
shall be deemed to have been waived.
i. Paragraph (h) of Section 11.2 of the Agreement is hereby amended to
read as follows:
(h) Certificates representing all of the outstanding capital stock
of SCVM duly endorsed for transfer or accompanied by an appropriate
instrument transferring such stock to PSI.
j. Clause (iii) of paragraph (a) of Section 15.1 of the Agreement is
hereby amended to read as follows:
(iii) any liabilities arising after the Closing Date and relating
to the Speer Assets or the conduct of the Businesses prior to the
Closing Date other than those assumed by PSI pursuant to the Assignment
and Assumption Agreement referred to in Section 1.1 or disclosed in
Section 4.9 of the Speer Disclosure Letter and other than liabilities of
PVS or SCVM set forth in Schedule 1.1(b), or
k. Paragraph (b) of Section 15.1 is hereby amended by adding the
following clause (iii) at the end of the first sentence thereof:
or (iii) any liabilities arising after the Closing Date and
relating to the conduct of the business of SCVM prior to the Closing
Date other than liabilities of SVM set forth in Schedule 1.1(b) and
assumed by SCVM prior to the Closing.
D-3
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l. Subsection (1) of paragraph (b) of Section 27.1 is hereby amended
to read as follows:
(1) if the Closing shall not have occurred on or before October 31,
1998, due to a failure of any of the conditions precedent set forth in
Article IX.
m. Subsection (1) of paragraph (c) of Section 27.1 is hereby amended
to read as follows:
(1) if the Closing shall not have occurred on or before October 31,
1998 due to a failure of any of the conditions precedent set forth in
Article VIII; or
2. Additional Loan and Forbearance with Respect to Promissory
Note. Following execution and delivery by PSI of a promissory note in the form
of Exhibit 1 attached hereto (the "Additional Note"), Speer shall provide PSI a
line of credit (which shall be in addition to the line of credit required by
Section 6.7 of the Agreement) of up to $2,000,000 on the terms and conditions
set forth in the Additional Note. The principal amount and accrued interest on
such loan shall become due and payable on the earlier of the Closing Date and
November 1, 1998; provided, however, that at Speer's sole discretion the
repayment of such loan may be forgiven and the amount of the cash required to be
delivered by Speer at the Closing shall be reduced by an amount equal to the
principal balance and unpaid interest on the Additional Note so forgiven. Speer
further agrees to refrain from taking any action to collect on or declaring an
event of default with respect to the Promissory Note until the earlier of the
Closing or November 1, 1998.
3. Effect. Except as otherwise set forth in this Amendment, the Agreement
shall remain in full force and effect in accordance with its terms.
4. Counterparts. This Amendment may be executed in any number of
counterparts, each of which shall be considered an original, but all of which
shall constitute but one and the same agreement by and among the Parties.
5. Governing Law. This Amendment shall be construed in accordance with the
laws of Florida, without regard to the principles of conflicts.
6. Amendment. This Amendment may not be amended except by action of each
of the Parties hereto set forth in an instrument in writing signed on behalf of
each of the Parties hereto.
IN WITNESS WHEREOF, the Parties have caused this Agreement to be executed
as of the day and year first above written.
SPEER COMMUNICATIONS HOLDINGS
LIMITED PARTNERSHIP,
a Nevada Limited partnership
By: /s/ ROY M. SPEER
------------------------------------
Roy M. Speer
President, Holdings Investments,
Inc.
General Partner of Speer
Communications
Holdings Limited Partnership
D-4
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SPEER VIRTUAL MEDIA LIMITED
PARTNERSHIP,
a Nevada limited partnership
By: /s/ ROY M. SPEER
------------------------------------
Roy M. Speer
President, Magnatone Entertainment
Group, Inc.
General Partner of Speer Virtual
Media Limited Partnership
SPEER WORLD WIDE DIGITAL TRANSMISSION
& VAULTING LIMITED PARTNERSHIP,
a Nevada limited partnership
By: /s/ ROY M. SPEER
------------------------------------
Roy M. Speer
President, Speer World Wide, Inc.
General Partner of Speer World Wide
Digital Transmission & Vaulting
Limited Partnership
SPEER PRODUCTIONS LIMITED PARTNERSHIP,
a Nevada limited partnership
By: /s/ ROY M. SPEER
------------------------------------
Roy M. Speer
President, Dickerson Communications,
Inc.
General Partner of Speer Productions
Limited Partnership
PRECISION SYSTEMS, INC.,
a Delaware corporation
By: /s/ KEN CLINEBELL
------------------------------------
Name: Ken Clinebell
Title: Chief Executive Officer
D-5
