<PAGE>
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
FIELDWORKS, INCORPORATED
------------------------
(Name of Issuer)
COMMON STOCK
(Title of Class of Securities)
31659 P 10 3
------------------
(CUSIP Number)
Michael E. Johnson
Robert D.D. Forbes
Glenmount International, L.P.
19200 Von Karman Avenue, Suite 400
Irvine, California 92612-8512
(949) 475-0055
(Name, Address and Telephone Number of Person Authorized to Receive Notices and
Communications)
DECEMBER 1, 1999
(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 [_].
Note: Six copies of this statement, including all exhibits, should be filed with
the Commission. See Rule 13d-1(a) for other parties to whom copies are to be
sent.
*The remainder of this cover page shall be filled out for a reporting person's
initial filing on this form with respect to the subject class of securities, and
for any subsequent amendment containing information which would alter
disclosures provided in a prior cover page.
The information required on the remainder of this cover page shall not be deemed
to be "filed" for the purpose of Section 18 of the Securities Exchange Act of
1934 ("Act") or otherwise subject to the liabilities of that section of the Act
but shall be subject to all other provisions of the Act (however, see the
Notes).
SEC 1746 (12-91)
<PAGE>
SCHEDULE 13D
- ------------------------------ --------------------
CUSIP NO. 31659 P 10 3 Page 2 of 12 Pages
- ------------------------------ --------------------
- --------------------------------------------------------------------------------
1 Name of Reporting Person
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Industrial-Works Holding Corp.
- --------------------------------------------------------------------------------
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a) [_]
(b) [X]
- --------------------------------------------------------------------------------
3 SEC USE ONLY
- --------------------------------------------------------------------------------
4 SOURCE OF FUNDS
AF
- --------------------------------------------------------------------------------
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO
ITEMS 2(d) OR 2(e) [_]
- --------------------------------------------------------------------------------
6 CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
- --------------------------------------------------------------------------------
NUMBER OF 7 SOLE VOTING POWER
SHARES
BENEFICIALLY 4,250,000 Shares
--------------------------------------------------------------
OWNED BY 8 SHARED VOTING POWER
EACH
REPORTING NONE
--------------------------------------------------------------
PERSON WITH 9 SOLE DISPOSITIVE POWER
4,250,000 Shares
--------------------------------------------------------------
10 SHARED DISPOSITIVE POWER
NONE
- --------------------------------------------------------------------------------
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
4,250,000 Shares
- --------------------------------------------------------------------------------
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (7) EXCLUDES CERTAIN SHARES
[X]
- --------------------------------------------------------------------------------
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (7)
Approximately 32 %. (Based on 8,894,426 Shares reported as outstanding
as of November 9, 1999)
- --------------------------------------------------------------------------------
14 TYPE OF REPORTING PERSON
CO
- --------------------------------------------------------------------------------
*SEE INSTRUCTIONS BEFORE FILLING OUT!
INCLUDE BOTH SIDES OF THE COVER PAGE, RESPONSES TO ITEMS 1-7
(INCLUDING EXHIBITS) OF THE SCHEDULE, AND THE SIGNATURE ATTESTATION.
<PAGE>
SCHEDULE 13D
- -------------------------------
CUSIP NO. 31659 P 10 3
- ------------------------------- ----------------------------
Page 3 of 12 Pages
----------------------------
- --------------------------------------------------------------------------------
1 Name of Reporting Person
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Glenmount International, L.P.
- --------------------------------------------------------------------------------
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a) [_]
(b) [X]
- --------------------------------------------------------------------------------
3 SEC USE ONLY
- --------------------------------------------------------------------------------
4 SOURCE OF FUNDS
OO
- --------------------------------------------------------------------------------
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO
ITEMS 2(d) OR 2(e) [_]
- --------------------------------------------------------------------------------
6 CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
- --------------------------------------------------------------------------------
NUMBER OF 7 SOLE VOTING POWER
SHARES
BENEFICIALLY 4,250,000 Shares
-----------------------------------------------------------
OWNED BY
EACH 8 SHARED VOTING POWER
REPORTING
PERSON WITH NONE Shares
-----------------------------------------------------------
9 SOLE DISPOSITIVE POWER
4,250,000 Shares
-----------------------------------------------------------
10 SHARED DISPOSITIVE POWER
NONE Shares
- --------------------------------------------------------------------------------
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
4,250,000 Shares
- --------------------------------------------------------------------------------
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (7) EXCLUDES CERTAIN SHARES [X]
- --------------------------------------------------------------------------------
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (7)
Approximately 32 %. (Based on 8,894,426 Shares reported as outstanding
as of November 9, 1999)
- --------------------------------------------------------------------------------
14 TYPE OF REPORTING PERSON
PN
- --------------------------------------------------------------------------------
*SEE INSTRUCTIONS BEFORE FILLING OUT!
INCLUDE BOTH SIDES OF THE COVER PAGE, RESPONSES TO ITEMS 1-7
(INCLUDING EXHIBITS) OF THE SCHEDULE, AND THE SIGNATURE ATTESTATION.
<PAGE>
SCHEDULE 13D
- -------------------------------
CUSIP NO. 31659 P 10 3
- ------------------------------- -----------------------------
Page 4 of 12 Pages
-----------------------------
- --------------------------------------------------------------------------------
1 Name of Reporting Person
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Glenmount, LLC
- --------------------------------------------------------------------------------
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a) [_]
(b) [X]
- --------------------------------------------------------------------------------
3 SEC USE ONLY
- --------------------------------------------------------------------------------
4 SOURCE OF FUNDS
OO
- --------------------------------------------------------------------------------
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO
ITEMS 2(d) OR 2(e) [_]
- --------------------------------------------------------------------------------
6 CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
- --------------------------------------------------------------------------------
NUMBER OF 7 SOLE VOTING POWER
SHARES
BENEFICIALLY 4,250,000 Shares
------------------------------------------------------------
OWNED BY 8 SHARED VOTING POWER
EACH
REPORTING NONE Shares
------------------------------------------------------------
PERSON WITH 9 SOLE DISPOSITIVE POWER
4,250,000 Shares
------------------------------------------------------------
10 SHARED DISPOSITIVE POWER
NONE Shares
- --------------------------------------------------------------------------------
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
4,250,000 Shares
- --------------------------------------------------------------------------------
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (7) EXCLUDES CERTAIN SHARES
[X]
- --------------------------------------------------------------------------------
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (7)
Approximately 32%. (Based on 8,894,426 Shares reported as outstanding
as of November 9, 1999)
- --------------------------------------------------------------------------------
14 TYPE OF REPORTING PERSON
OO
- --------------------------------------------------------------------------------
*SEE INSTRUCTIONS BEFORE FILLING OUT!
INCLUDE BOTH SIDES OF THE COVER PAGE, RESPONSES TO ITEMS 1-7
(INCLUDING EXHIBITS) OF THE SCHEDULE, AND THE SIGNATURE ATTESTATION.
<PAGE>
SCHEDULE 13D
- -------------------------------
CUSIP NO. 31659 P 10 3
- ------------------------------- ------------------------------
Page 5 of 12 Pages
------------------------------
- --------------------------------------------------------------------------------
1 Name of Reporting Person
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Glenmount Investment, LLC
- --------------------------------------------------------------------------------
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a) [_]
(b) [X]
- --------------------------------------------------------------------------------
3 SEC USE ONLY
- --------------------------------------------------------------------------------
4 SOURCE OF FUNDS
OO
- --------------------------------------------------------------------------------
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO
ITEMS 2(d) OR 2(e) [_]
- --------------------------------------------------------------------------------
6 CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
- --------------------------------------------------------------------------------
NUMBER OF 7 SOLE VOTING POWER
SHARES
BENEFICIALLY 4,250,000 Shares
-------------------------------------------------------
OWNED BY 8 SHARED VOTING POWER
EACH
REPORTING NONE Shares
-------------------------------------------------------
PERSON WITH 9 SOLE DISPOSITIVE POWER
4,250,000 Shares
-------------------------------------------------------
10 SHARED DISPOSITIVE POWER
NONE Shares
- --------------------------------------------------------------------------------
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
4,250,000 Shares
- --------------------------------------------------------------------------------
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (7) EXCLUDES CERTAIN SHARES
[X]
- --------------------------------------------------------------------------------
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (7)
Approximately 32 %. (Based on 8,894,426 Shares reported as
outstanding as of November 9, 1999)
- --------------------------------------------------------------------------------
14 TYPE OF REPORTING PERSON
OO
- --------------------------------------------------------------------------------
*SEE INSTRUCTIONS BEFORE FILLING OUT!
INCLUDE BOTH SIDES OF THE COVER PAGE, RESPONSES TO ITEMS 1-7
(INCLUDING EXHIBITS) OF THE SCHEDULE, AND THE SIGNATURE ATTESTATION.
<PAGE>
SCHEDULE 13D
- ---------------------------------
CUSIP NO. 31659 P 10 3
- --------------------------------- ------------------------
Page 6 of 12 Pages
------------------------
- --------------------------------------------------------------------------------
1 Name of Reporting Person
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Michael E. Johnson
- --------------------------------------------------------------------------------
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a) [_]
(b) [X]
- --------------------------------------------------------------------------------
3 SEC USE ONLY
- --------------------------------------------------------------------------------
4 SOURCE OF FUNDS
OO
- --------------------------------------------------------------------------------
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO
ITEMS 2(d) OR 2(e) [_]
- --------------------------------------------------------------------------------
6 CITIZENSHIP OR PLACE OF ORGANIZATION
United States
- --------------------------------------------------------------------------------
NUMBER OF 7 SOLE VOTING POWER
SHARES
BENEFICIALLY 4,250,000 Shares
----------------------------------------------------------
OWNED BY 8 SHARED VOTING POWER
EACH
REPORTING NONE Shares
----------------------------------------------------------
PERSON WITH 9 SOLE DISPOSITIVE POWER
4,250,000 Shares
----------------------------------------------------------
10 SHARED DISPOSITIVE POWER
NONE Shares
- --------------------------------------------------------------------------------
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
4,250,000 Shares
- --------------------------------------------------------------------------------
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (7) EXCLUDES CERTAIN SHARES
[X]
- --------------------------------------------------------------------------------
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (7)
Approximately 32 %. (Based on 8,894,426 Shares reported as outstanding
as of November 9, 1999)
- --------------------------------------------------------------------------------
14 TYPE OF REPORTING PERSON
IN
- --------------------------------------------------------------------------------
*SEE INSTRUCTIONS BEFORE FILLING OUT!
INCLUDE BOTH SIDES OF THE COVER PAGE, RESPONSES TO ITEMS 1-7
(INCLUDING EXHIBITS) OF THE SCHEDULE, AND THE SIGNATURE ATTESTATION.
<PAGE>
SCHEDULE 13D
- ----------------------------------
CUSIP NO. 31659 P 10 3
- ---------------------------------- ------------------------
Page 7 of 12 Pages
------------------------
- --------------------------------------------------------------------------------
1 Name of Reporting Person
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Robert D.D. Forbes
- --------------------------------------------------------------------------------
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a) [_]
(b) [X]
- --------------------------------------------------------------------------------
3 SEC USE ONLY
- --------------------------------------------------------------------------------
4 SOURCE OF FUNDS
OO
- --------------------------------------------------------------------------------
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO
ITEMS 2(d) OR 2(e) [_]
- --------------------------------------------------------------------------------
6 CITIZENSHIP OR PLACE OF ORGANIZATION
Canada
- --------------------------------------------------------------------------------
NUMBER OF 7 SOLE VOTING POWER
SHARES
BENEFICIALLY 4,250,000 Shares
------------------------------------------------------
OWNED BY 8 SHARED VOTING POWER
EACH
REPORTING NONE Shares
------------------------------------------------------
PERSON WITH 9 SOLE DISPOSITIVE POWER
4,250,000 Shares
------------------------------------------------------
10 SHARED DISPOSITIVE POWER
NONE Shares
- --------------------------------------------------------------------------------
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
4,250,000 Shares
- --------------------------------------------------------------------------------
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (7) EXCLUDES CERTAIN SHARES
[X]
- --------------------------------------------------------------------------------
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (7)
Approximately 32%. (Based on 8,894,426 Shares reported as outstanding
as of November 9, 1999)
- --------------------------------------------------------------------------------
14 TYPE OF REPORTING PERSON
IN
- --------------------------------------------------------------------------------
*SEE INSTRUCTIONS BEFORE FILLING OUT!
INCLUDE BOTH SIDES OF THE COVER PAGE, RESPONSES TO ITEMS 1-7
(INCLUDING EXHIBITS) OF THE SCHEDULE, AND THE SIGNATURE ATTESTATION.
<PAGE>
This statement on Schedule 13D ("Statement") is filed by Industrial-Works
Holding Corp., a Delaware corporation ("IWH"), Glenmount International, L.P., a
Delaware limited partnership and sole shareholder of IWH ("GILP"), Glenmount,
LLC, a Delaware limited liability company and manager of GILP ("GLLC"),
Glenmount Investment, LLC, a Delaware limited liability company and the general
partner of GILP ("GILC"), and the managers of GLLC to report their interest in
shares of a new class of Preferred Stock (the "Preferred Stock"), convertible
into shares of Common Stock (the "Shares") of Fieldworks, Incorporated, a
Minnesota corporation. The Preferred Stock is not an equity security registered
under the Securities Exchange Act of 1934.
ITEM 1. SECURITY AND ISSUER.
(a) The name of the subject company is Fieldworks, Incorporated, a
Minnesota corporation (the "Issuer"). The address of the Issuer's principal
executive offices is 7631 Anagram Drive, Eden Prairie, Minnesota, 55344.
(b) The class of equity securities to which this Statement relates is
Common Stock.
ITEM 2. IDENTITY AND BACKGROUND.
Industrial-Works Holdings Corp. is a Delaware corporation formed on
September 16, 1999, and is engaged in the business of acquiring, holding, and
selling investment property, primarily in the form of securities. Its principal
business address is 19200 Von Karman Avenue, Suite 400, Irvine, California
92612.
Glenmount International, L.P. is a Delaware limited partnership organized
on January 21, 1998, and is engaged in the business of acquiring, holding, and
disposing of securities. Its principal business address is 19200 Von Karman
Avenue, Suite 400, Irvine, California 92612.
Glenmount, LLC is a Delaware limited liability company organized on
January 21, 1998, and is engaged in the business of managing investments. Its
principal business address is 19200 Von Karman Avenue, Suite 400, Irvine,
California 92612.
Glenmount Investment, LLC is a Delaware limited liability company
organized on January 21, 1998, and is engaged in the business of acting as the
general partner of Glenmount International, L.P. Its principal business address
is 19200 Von Karman Avenue, Suite 400, Irvine, California 92612.
Michael E. Johnson is a Managing Director of Glenmount International,
L.P. He has been a director of Glenmount Investment, LLC, the general partner
of Glenmount International, L.P., since February 1998. He was a founder of
Glenmount International, L.P., and has been Managing Director of Glenmount, LLC,
the manager of Glenmount International, L.P., since January 1998. Mr. Johnson's
principal business address is 19200 Von Karman Avenue, Suite 400, Irvine,
California 92612. Mr. Johnson is a United States citizen.
Robert D.D. Forbes is a Managing Director of Glenmount International,
L.P. Mr. Forbes has been a director of Glenmount Investment, LLC, the general
partner of Glenmount International, L.P., since February 1998. He was a founder
of Glenmount International, L.P., and has been Managing Director of Glenmount,
LLC, the manager of Glenmount International, L.P., since January 1998. Mr.
Forbes' principal business address in the United States is 19200 Von Karman
Avenue, Suite 400, Irvine, California 92612. Mr. Forbes is a citizen of Canada.
During the last five years, none of the persons filing this Statement has
been convicted in a criminal proceeding (excluding traffic violations or similar
misdemeanors) or was a party to a civil proceeding of a judicial or
administrative body of competent jurisdiction and as a result of such proceeding
any such person was or is subject to a judgment, decree or final order enjoining
further violations of, or prohibiting activities subject to, federal or state
securities laws or finding any violation of such laws.
ITEM 3. SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION
IWH is obtaining the funds to purchase the Shares reported on this
Statement through a capital contribution from its sole shareholder, GILP. GILP
is obtaining the funds from its partners through a capital call.
8
<PAGE>
ITEM 4. PURPOSE OF TRANSACTION.
The parties filing this Statement believe that holding an interest in the
Shares is an attractive investment, and that such investment will enable the
Issuer to enhance its performance and provide a return to its shareholders. IWH
has acquired the right to purchase 4,250,000 shares of the Preferred Stock,
convertible into an equal number of Shares, and to acquire a warrant to purchase
500,000 Shares (the "Warrant") pursuant to the terms of a Securities Purchase
Agreement, dated as of November 20, 1999, between the Issuer and IWH (the
"Purchase Agreement"). The Securities Purchase Agreement, which is Exhibit 7.b
to this Statement, contains customary covenants, conditions, representations and
warranties and requires the approval of the Issuer's shareholders. In connection
with its acquisition of an interest in the Issuer, IWH will be entitled to hold
3 of the 7 seats on the Issuer's Board of Directors (the "Issuer's Board"), will
have the ability to control certain actions that may be taken by the Issuer, and
may under some circumstances be entitled to expand the Issuer's Board to 9 and
elect 5 members. In addition to the Purchase Agreement, the Issuer has entered
into a Management Services Agreement and a Voting Agreement in connection with
IWH's investment, the terms of which benefit IWH. A Management Services
Agreement, dated as of November 20, 1999, was entered into between the Issuer
and GLLC, the manager of GILP (the "Management Agreement"). Under the terms of
the Management Agreement, GLLC will provide active support to the management of
the Issuer for a one year term with respect to corporate strategies and
financial operations, among other matters. The Voting Agreement (delivered
December 1, 1999), by and among the Issuer, certain shareholders of the Issuer,
and IWH (the "Voting Agreement"), provides that all parties thereto will vote
their shares in favor of the transactions contemplated by the Purchase
Agreement, and IWH's nominees to the Issuer's Board.
The reporting persons expect to influence the operations of the Issuer
pursuant to the terms of the Purchase Agreement, Management Agreement, and
Voting Agreement. Based upon the results of their ongoing review of the Issuer's
operations and economic and other considerations, including the availability of,
and alternative uses of, investment funds, the reporting persons may determine
to acquire additional Shares, to sell Shares, or to seek changes in the Issuer.
However, aside from acquiring seats on the Issuer's Board and providing
management services to the Issuer as discussed above, at this time the persons
filing this Statement do not have any plans or proposals which would relate to,
or would result in, any transaction, change or other occurrence with respect to
the Issuer or the Shares as is listed in paragraphs (a) through (j) of Item 4 in
Schedule 13D.
ITEM 5. INTEREST IN SECURITIES OF THE ISSUER.
Pursuant to the terms of the Purchase Agreement, assuming approval by the
Issuer's shareholders, IWH presently has a right to acquire 4,750,000 Shares,
4,250,000 directly through the acquisition and conversion of the Preferred
Stock, and 500,000 upon exercise of the Warrant (which is contingent upon the
Issuer's share price reaching specified levels). Based upon the number of Shares
reported as outstanding on November 9, 1999, the acquisition of 4,250,000 Shares
represents approximately 32% of the outstanding stock of the Issuer. The Warrant
is not presently exercisable, and will be exercisable in the future only if
certain conditions relating to the Issuer's share price, which conditions are
outside the control of IWH, are satisfied. Therefore, the 500,000 Shares
issuable upon exercise of the Warrant presently are excluded from the total
number of Shares owned by, and the calculation of the number of Shares
beneficially owned by, the persons filing this Statement. The Preferred Stock
and the Warrant described in this Statement will be acquired pursuant to the
Purchase Agreement, at a closing following approval by the Issuer's
shareholders, expected to be on or before January 31, 2000.
As the sole shareholder of IWH, GILP has indirect beneficial ownership of
the Shares described in this Statement because it owns all of the interests in
IWH and can influence voting, purchase or dispositions of the Shares by IWH. As
the manager of GILP, GLLC may be deemed to have indirect beneficial ownership of
the Shares described in this Statement because it can influence the decisions of
GILP with respect to the voting, purchase or dispositions of the Shares by IWH.
As the general partner of GILP, GILC may be deemed to have indirect beneficial
ownership of the Shares described in this Statement because it can influence the
decisions of GILP with respect to the voting, purchase or dispositions of the
Shares by IWH. As Managing Directors of GLLC, and directors of GILC, each of Mr.
Johnson and Mr. Forbes may be deemed to have indirect beneficial ownership of
the Shares that will be directly held by IWH, and indirectly beneficially owned
by each of GILP, GLLC, and GILC, because each of them can directly influence the
decisions of GLLC and GILC, and therefore may control the voting and disposition
of such Shares.
9
<PAGE>
If the Issuer's shareholders do not approve the transactions contemplated
by the Purchase Agreement, IWH will be entitled to receive a warrant for 250,000
Shares. Such Shares are not deemed beneficially owned at this time.
In the past sixty days, no Shares have been acquired or disposed of by the
reporting persons.
ITEM 6. CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS WITH RESPECT TO SECURITIES
OF THE ISSUER.
The persons filing this Statement disclaim the existence of a group and,
except as noted, disclaim beneficial ownership of the Shares held by the other
persons filing this Statement. Except for the Purchase Agreement, the Voting
Agreement, the Management Agreement, and the agreement among the reporting
persons to file a joint statement on Schedule 13-D, there are no controls,
arrangements or understandings among the reporting persons and other parties
with respect to securities of the Issuer.
ITEM 7. MATERIAL TO BE FILED AS EXHIBITS.
7.a Agreement to File a Joint Statement on Schedule 13-D.
7.b Securities Purchase Agreement, dated as of November 20, 1999, by and
among Fieldworks, Incorporated, and Industrial-Works Holding Corp. *
7.c Voting Agreement by and among Fieldworks, Incorporated, certain
shareholders of Fieldworks, Incorporated, and Industrial-Works
Holding Corp. (Exhibit D to Securities Purchase Agreement)*
NOTE: Items marked with a "*" have previously been filed with the
Securities Exchange Commission as Exhibit 99.1 to the Form 8-K of
Fieldworks, Incorporated, dated November 24, 1999, and are hereby
incorporated by reference.
10
<PAGE>
SIGNATURES
After due 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.
Dated: December 3, 1999
-----------------
INDUSTRIAL-WORKS HOLDING CORP.
By: /s/ MICHAEL E. JOHNSON
_________________________________
Michael E. Johnson
President
GLENMOUNT INTERNATIONAL, L.P.
By: GLENMOUNT INVESTMENT, LLC, General
Partner
By: /s/ MICHAEL E. JOHNSON
________________________
Michael E. Johnson
Managing Director
By: /s/ ROBERT D.D. FORBES
________________________
Robert D.D. Forbes
Managing Director
GLENMOUNT INVESTMENT, LLC
By: /s/ MICHAEL E. JOHNSON
________________________
Michael E. Johnson
Managing Director
By: /s/ ROBERT D.D. FORBES
________________________
Robert D.D. Forbes
Managing Director
11
<PAGE>
GLENMOUNT, LLC
By: /s/ MICHAEL E. JOHNSON
________________________
Michael E. Johnson
Managing Director
By: /s/ ROBERT D.D. FORBES
________________________
Robert D.D. Forbes
Managing Director
/s/ MICHAEL E. JOHNSON
____________________________________
MICHAEL E. JOHNSON, an individual
/s/ ROBERT D.D. FORBES
____________________________________
ROBERT D.D. FORBES, an individual
12
<PAGE>
EXHIBIT 7.A
Whereas each of the persons signing this Agreement may have an obligation
to file a statement on Schedule 13D with respect to Shares of Common Stock of
Fieldworks, Incorporated, a Minnesota corporation, because the individuals
performing management services to all parties signing this agreement are the
same and the parties have, or may be regarded as having, interests in securities
of the same issuer;
THEREFORE, the parties agree to file a joint statement (the "Statement")
on Schedule 13D and amendments thereto as needed; provided that each party shall
remain responsible for the accuracy of all information concerning itself and its
holdings, and shall be responsible to promptly file such additional or
supplemental information as shall be necessary to make the Statement comply with
the requirements of Schedule 13D and not be misleading.
Dated this 3rd day of December, 1999.
--- --------
INDUSTRIAL-WORKS HOLDING CORP.
By: /s/ MICHAEL E. JOHNSON
________________________________
Michael E. Johnson
President
GLENMOUNT INTERNATIONAL, L.P.
By: GLENMOUNT INVESTMENT, LLC, General Partner
By: /s/ MICHAEL E. JOHNSON
___________________________
Michael E. Johnson
Managing Director
By: /s/ ROBERT D.D. FORBES
__________________________
Robert D.D. Forbes
Managing Director
GLENMOUNT INVESTMENT, LLC
By: /s/ MICHAEL E. JOHNSON
__________________________
Michael E. Johnson
Managing Director
By: /s/ ROBERT D.D. FORBES
__________________________
Robert D.D. Forbes
Managing Director
13
<PAGE>
GLENMOUNT, LLC
By: /s/ MICHAEL E. JOHNSON
_________________________
Michael E. Johnson
Managing Director
By: /s/ ROBERT D.D. FORBES
_________________________
Robert D.D. Forbes
Managing Director
/s/ MICHAEL E. JOHNSON
__________________________________
MICHAEL E. JOHNSON, an individual
/s/ ROBERT D.D. FORBES
__________________________________
ROBERT D.D. FORBES, an individual
14
