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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D/A
Under the Securities Exchange Act of 1934
Amendment No. 11
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)
October 27, 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 5 Pages
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CUSIP No. 740329-10-7
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(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 ###-##-####
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(2) Check the Appropriate Box if a Member (a) [x]
of a Group (See Instructions) (b) [ ]
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(3) SEC Use Only
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(4) Source of Funds
PF
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(5) Check Box if Disclosure of Legal Proceedings [ ]
is Required Pursuant to Items 2(d) or 2(e)
N/A
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(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
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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
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(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
Page 2 of 5 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 and by that Amendment No. 10 to
the Schedule 13D dated August 31, 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 October 27, 1998, PSI and Speer entered into a Second Amendment
("Second Amendment") to the Agreement. The Second Amendment extended the
expiration date of the Agreement from October 31, 1998 to December 19, 1998.
ITEM 4. PURPOSE OF TRANSACTION
Item 4(a) of the Schedule 13D is amended as follows:
The Second Amendment amended the Agreement to extend the expiration
date of the Agreement from October 31, 1998 to December 19, 1998.
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:
Page 3 of 5 Pages
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The Second Amendment amended the Agreement to extend the expiration
date of the Agreement from October 31, 1998 to December 19, 1998.
ITEM 7. MATERIAL TO BE FILED AS EXHIBITS.
Exhibit A - D Incorporated by reference from Amendment No.
10 to the Schedule 13D dated August 31, 1998.
Exhibit E Second Amendment to the Contribution and
Share Exchange Agreement dated October 27, 1998.
Page 4 of 5 Pages
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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.
November 3, 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 5 of 5 Pages
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EXHIBIT E
SECOND AMENDMENT TO THE
CONTRIBUTION AND SHARE EXCHANGE AGREEMENT
DATED APRIL 22, 1998 AND AMENDED AUGUST 31, 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
OCTOBER 27, 1998
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SECOND AMENDMENT TO THE
CONTRIBUTION AND SHARE EXCHANGE AGREEMENT
This SECOND AMENDMENT (the "Amendment") to that certain Contribution and
Share Exchange Agreement (the "Agreement") dated April 22, 1998 and amended on
August 31, 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 27th day
of October, 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. 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
December 19, 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.
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b. 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
December 19, 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.
c. 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 December
19, 1998, due to a failure of any of the conditions precedent set
forth in Article IX; or
d. 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 December
19, 1998 due to a failure of any of the conditions precedent set
forth in Article VIII; or
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.
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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
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
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SPEER PRODUCTIONS LIMITED PARTNERSHIP,
a Nevada limited partnership
By: /s/ ROY M. SPEER
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Roy M. Speer
President, Dickerson Communications,
Inc.
General Partner of Speer Productions
Limited Partnership
PRECISION SYSTEMS, INC.,
a Delaware corporation
By: /s/ KEN CLINEBELL
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Name: Ken Clinebell
Title: Chief Executive Officer
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