<PAGE> 1
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D/A
Under the Securities Exchange Act of 1934
Amendment No. 8
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)
March 4, 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
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(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 (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 4. PURPOSE OF TRANSACTION.
Item 4 of the Schedule 13D is amended to read as follows:
On March 4, 1998, Mr. Speer, in his capacity as Chairman of the
corporate general partners of Speer Communications Holdings Limited Partnership
and Speer Virtual Media Limited Partnership (collectively "Speer") sent a
letter (the "Proposal Letter"), a copy of which is attached as Exhibit A, to
Precision Systems, Inc. ("PSI") with respect to a proposed exchange transaction
(the "Exchange") among Speer and certain of their affiliates and PSI whereby
Speer would exchange certain of its assets, cash and securities held by Speer
for Common Stock of PSI and a recapitalization of PSI. The material terms of
the Proposal Letter are set forth below and are hereby qualified in their
entirety by the Proposal Letter itself, a copy of which is set forth as Exhibit
A hereto and is herein incorporated by reference.
Pursuant to the Proposal Letter, in the Exchange Speer would
contribute certain assets, stock held by it and its controlled limited
partnerships and $15 million in cash to PSI. The assets which would be
contributed include substantially all of the assets held by Speer and its
subsidiary entities, including Speer's digital storage operations, certain
uplinking and broadcasting assets (not including WNAB Channel 58 Nashville),
digital production and post production facilities and studios, Speer's
enhanced services business, and certain other assets. In addition, Speer would
transfer all of the outstanding capital stock of Professional Video Services,
Inc. and certain real property located in Nashville, Tennessee to PSI.
Page 3 of 6 Pages
<PAGE> 4
As set forth in the Proposal Letter, in consideration for the
contribution of the Speer assets summarized above, PSI would issue 100 million
shares of Common Stock to Speer.
In addition, the Proposal Letter states that simultaneous with the
closing of the Exchange, RMS would agree to convert all of the issued and
outstanding PSI Series A Preferred Stock and Series B Preferred Stock
(collectively the "Preferred Stock") held by RMS and the outstanding principal
and accrued interest on the Promissory Note dated September 30, 1997 (the
"Note")into shares of Common Stock at an exchange ratio of $1.00 per share.
Further, as condition of closing the Exchange, PSI would have to cause all of
the holders of the Preferred Stock and the Notes other than RMS to convert
such securities and obligations into Common Stock pursuant to an exchange
ratio of not less than $1.00 per share.
The Proposal Letter provides that closing of the Exchange and the
recapitalization will be conditioned on the transactions qualifying as tax free
transactions pursuant to which Speer must own or control not less than 80% of
the voting equity of PSI following the consummation of the transactions.
The Proposal Letter requires that at the closing of the Exchange the
PSI Board of Directors would be expanded from six to nine members, and that PSI
would nominate three persons designated by Speer to fill the new director
positions.
Finally, the Proposal Letter contains certain other customary
conditions and provisions with respect to the proposed Exchange.
Other than as described in this Item 4, neither RMS, Crystal Diamond,
Mr. Speer, nor, to the best of Crystal Diamond's knowledge, any executive
officer, director or controlling person of Crystal Diamond 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
Page 4 of 6 Pages
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pursuant to Section 12(g)(4) of the Act; or (9) any action similar to any of
those enumerated above.
Notwithstanding the foregoing, RMS, Crystal Diamond and Mr. Speer
reserve the right to purchase additional securities of the Company, dispose of
all or a portion of their holdings of securities of the Company, revise the
terms of the transactions described in the Proposal Letter, withdraw the
Proposal Letter, or change their intentions with respect to any of the
matters referred to in this Item 4.
ITEM 6. CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR RELATIONSHIPS WITH RESPECT
TO SECURITIES OF THE ISSUER.
Item 6 of the Schedule 13D is hereby amended by adding the following
paragraph thereto:
The entire proposal by Mr. Speer to PSI is set forth in the Proposal
Letter. The material terms of the Proposal Letter are described in Item 4
above and are hereby qualified in their entirety by the Proposal Letter itself,
a copy of which is attached as Exhibit A and which is incorporated herein by
reference.
ITEM 7. MATERIAL TO BE FILED AS EXHIBITS.
Exhibit A - Letter dated March 5, 1998 from Mr. Roy M. Speer
Chairman of Speer Communications Limited Partnership
(also referred to as Speer Communications Holdings
Limited Partnership) and Speer Virtual Media Limited
Partnership, to Mr. Willem Huisman, President and
Chief Executive Officer, Precision Systems, Inc.
Page 5 of 6 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.
March 5, 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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[SPEER COMMUNICATIONS, LTD. LETTERHEAD]
Delivered March 6, 1998
March 5, 1998
Mr. Willem Huisman
President and Chief Executive Officer
Precision Systems, Inc.
11800 30th Court North
St. Petersburg, Florida 33716
Dear Mr. Huisman:
This letter sets forth a proposal by Speer Communications Limited
Partnership and Speer Virtual Media Limited Partnership ("Speer") with respect
to an exchange transaction (the "Exchange") among the Speer and certain of
their affiliates and Precision Systems, Inc. ("PSI") involving the exchange of
certain assets, cash and securities held by Speer (the "Speer Assets") for
shares of common stock, par value $.01 per share ("Common Stock") of PSI and a
recapitalization of PSI (the Recapitalization") as hereinafter set forth.
1. STRUCTURE OF THE EXCHANGE. In the Exchange, Speer would cause
certain assets and stock held by Speer and its controlled limited partnerships
to be contributed to PSI together with $15 million in cash. The assets to be
transferred are substantially all of the assets held as of the date hereof by
Speer and its subsidiary entities, including the tangible and intangible assets
relating to Speer's digital storage operations, uplinking and broadcasting
assets (exclusive of assets owned by WNAB Limited Partnership and WNAB Channel
58 Nashville, Inc.), digital production and post-production facilities and
studios, its enhanced services business and the facility and related fixed
assets of Speer located in Nashville, Tennessee. In addition, all of the
outstanding capital stock of Professional Video Services, Inc. ("PVS"), and
certain real estate and improvements thereon located in Nashville, Tennessee
would be transferred by Speer to PSI in the Exchange. A detailed schedule of
the assets of the Speer entities to be transferred in the Exchange will be
provided upon PSI's request.
The Speer Assets would be transferred to PSI free of any liens or
encumbrances. No liabilities of Speer (other than liabilities of PVS owed to
non-affiliates of Speer) would be assumed by PSI. The Speer Assets would not
include the stock of MOR Music TV Inc. ("MOR") owned by Speer or any assets
held by Speer Communications Holdings I Limited Partnership ("Holdings"). PSI
would agree to lease space in the Speer facilities in Nashville, Tennessee to
both MOR and Holdings and to provide certain
<PAGE> 2
Mr. Willem Huisman
March 5, 1998
Page 2
services to WNAB Channel 58 Nashville, Inc., an affiliate of Holdings and the
operator of a broadcast television station on terms to be mutually agreed upon
by the parties.
In addition, Speer is currently in negotiations to acquire ownership
interests in several entities with operations that are complementary to those
of Speer. The purchase of such interests may be preceded by Speer or one of
its affiliates making bridge loans to the target entities in exchange for the
right to acquire a significant equity position in such entity. Should Speer
proceed with any such transaction (a "Subsequent Transaction"), it would seek
to include the equity rights and debt instruments relating to such investments
as part of the Speer Assets.
2. CONSIDERATION FOR THE EXCHANGE. In consideration of the
transfer of the Speer Assets, PSI would issue 100 million shares of Common
Stock to Speer. The number of shares of Common Stock to be issued in the
Exchange would be subject to adjustment in the event that Speer enters into a
Subsequent Transaction and PSI and Speer agree to include the Subsequent
Transaction in the Speer Assets. In such a case the parties shall endeavor to
agree upon a value for the Subsequent Transaction and fix the number of shares
of Common Stock to be issued in exchange therefore at a price of $1.00 per
share (the "Exchange Price").
3. THE RECAPITALIZATION. Simultaneous with and conditioned upon
the closing of the Exchange, RMS Limited Partnership ("RMS") would agree to
convert all of the issued and outstanding PSI Series A Preferred Stock and
Series B Preferred Stock held by it into shares of Common Stock and convert the
outstanding principal and accrued interest on the promissory note dated
September 30, 1997 (the "Note") into shares of Common Stock at a price per
share equal to the Exchange Price. The Series A and Series B Preferred Stock
shall be converted into that number of shares of Common Stock realized by
dividing the sum of the aggregate liquidation preference for such shares plus
the accumulated and unpaid dividends on such shares and any interest on the
accumulated and unpaid dividends as of the closing date divided by the Exchange
Price. The Note shall be converted into the number of shares of Common Stock
realized by dividing the principal balance and accrued interest on the Note as
of the closing date by the Exchange Price. As a condition to the closing of
the Exchange, PSI shall have caused all of the holders of Series B Preferred
Stock other than RMS and the holders of promissory notes dated September 30,
1997 in the aggregate principal amount of $4 million to convert such securities
and obligations into shares of Common Stock at a conversion price that is not
less than the Exchange Price.
4. MANAGEMENT, BOARD REPRESENTATION AND OTHER MATTERS. In
connection with the closing of the Exchange, the Board of Directors of PSI
would be expanded from six members to nine. The PSI Board would agree to
nominate for
<PAGE> 3
Mr. Willem Huisman
March 5, 1998
Page 3
election at the shareholders meeting at which the Exchange would be considered
three nominees of Speer to fill such vacancies. Speer would expect that the
current members of the Board of PSI would continue to serve on the Board of
Directors following the consummation of the transactions. PSI would cause to
be hired as employees of PSI all employees of Speer and provide such employees
with benefits comparable to those available to PSI employees based upon each
employee's tenure with Speer. The Board of Directors of PSI would name a
nominee of Speer to be President and Chief Executive Officer of PSI. The
parties would seek to reach agreement on the composition of the remaining
senior executive positions of PSI.
5. FEDERAL INCOME TAX CONSEQUENCES. The consummation of the
Exchange and the Recapitalization will be conditioned upon such transactions
qualifying as a tax free transactions pursuant to Section 351 and 368(a)(1)(E)
of the Internal Revenue Code pursuant to which Speer must own or control not
less than 80% of the voting equity of PSI following the consummation of the
Exchange and the Recapitalization.
6. CONDITIONS TO THE TRANSACTION. The consummation of the
Exchange and the Recapitalization would be subject to the satisfaction of a
number of conditions customarily contained in transactions of this type,
including, among others, (i) obtaining approval from PSI's Board of Directors
(or a special committee), (ii) obtaining requisite shareholder and regulatory
approvals (including expiration of the relevant waiting period under the
Hart-Scott-Rodino Antitrust Improvements Act of 1976, as amended, if
applicable), (iii) obtaining all required opinions (including fairness
opinions), consents and approvals is required under various corporate
agreements and applicable law, (iv) the non-occurrence of any material adverse
change in the business or financial condition of either Speer or PSI, and (v)
the completion, to their satisfaction, of Speer's and PSI's due diligence
review.
7. DEFINITIVE DOCUMENTATION. This letter constitutes a proposal
with respect to the Exchange and the Recapitalization, but does not contain all
matters upon which agreement must be reached in order for the Exchange and the
Recapitalization to be consummated. The proposed terms contained herein do
not constitute any agreement, arrangement or understanding with regard to the
subject matter hereof or otherwise with respect to the equity securities of PSI
and no such agreement, arrangement or understanding will exist until the
matters set forth herein have been approved by the Board of Directors of PSI
for purposes of Section 203 of the Delaware General Corporation Law and
definitive agreements have been negotiated and agreed to by the parties.
<PAGE> 4
Mr. Willem Huisman
March 5, 1998
Page 4
8. PRESS RELEASES. Speer would expect that, except as may be
required by law, none of the parties will issue any written press release
concerning the transactions contemplated hereby without the prior written
consent of the other party. If required by law to issue such a release, the
party issuing such release will permit the other party to review such release
in advance. Speer will file a copy of this letter in connection with an
amendment to its Form 13D on file with the Securities and Exchange Commission.
9. INVESTIGATION. During the pendency of negotiations, PSI, its
representatives, agents, attorneys and accountants will be permitted to conduct
a customary due diligence investigation of the business, operations and assets
of Speer, and in connection with such investigation will have reasonable access
during regular business hours and with prior notice to Speer to the properties,
files, books and records of Speer and the right to consult with management
personnel of Speer. Prior to initiating such a review, PSI would execute in
favor of the Speer a confidentiality agreement in form and substance
satisfactory to Speer.
10. WITHDRAWAL OF PROPOSAL. The proposal contained herein can be
withdrawn by Speer at any time prior to the execution of definitive agreements.
Very truly yours,
Speer Communications Limited Partnership
By: /s/ ROY SPEER
-------------------------------------
Name: Roy Speer
Title: Chairman
Speer Virtual Media Limited Partnership
By: /s/ ROY SPEER
-------------------------------------
Name: Roy Speer
Title: Chairman
