<PAGE>
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 1)
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)
FEBRUARY 22, 2000
(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).
<PAGE>
SCHEDULE 13D
- -------------------------- ---------------------------
CUSIP No. 31659 P 10 3 Page 2 of 12 Pages
- -------------------------- ---------------------------
- ------------------------------------------------------------------------------
NAME OF REPORTING PERSON
1 S.S. OR I.R.S IDENTIFICATION NO. OF ABOVE PERSON
Industrial-Works Holding Co., LLC
- ------------------------------------------------------------------------------
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
2 (a) [_]
(b) [X]
- ------------------------------------------------------------------------------
SEC USE ONLY
3
- ------------------------------------------------------------------------------
SOURCE OF FUNDS
4
AF
- ------------------------------------------------------------------------------
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO
ITEMS 2(d) OR 2(e) [_]
5
- ------------------------------------------------------------------------------
CITIZENSHIP OR PLACE OF ORGANIZATION
6
Delaware
- ------------------------------------------------------------------------------
SOLE VOTING POWER
7
NUMBER OF
4,350,000 Shares
SHARES -----------------------------------------------------------
SHARED VOTING POWER
BENEFICIALLY 8
OWNED BY NONE
-----------------------------------------------------------
EACH SOLE DISPOSITIVE POWER
9
REPORTING
4,350,000 Shares
PERSON -----------------------------------------------------------
SHARED DISPOSITIVE POWER
WITH 10
NONE
- ------------------------------------------------------------------------------
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
11
4,350,000 Shares
- ------------------------------------------------------------------------------
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (7) EXCLUDES CERTAIN SHARES
12
[X]
- ------------------------------------------------------------------------------
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (7)
13
Approximately 32.8% (Based on 8,894,426 Shares reported as outstanding
as of November 9, 1999)
- ------------------------------------------------------------------------------
TYPE OF REPORTING PERSON
14
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 3 of 12 Pages
- -------------------------- ---------------------------
- ------------------------------------------------------------------------------
NAME OF REPORTING PERSON
1 S.S. OR I.R.S IDENTIFICATION NO. OF ABOVE PERSON
Glenmount International, L.P.
- ------------------------------------------------------------------------------
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
2 (a) [_]
(b) [X]
- ------------------------------------------------------------------------------
SEC USE ONLY
3
- ------------------------------------------------------------------------------
SOURCE OF FUNDS
4
OO
- ------------------------------------------------------------------------------
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO
ITEMS 2(d) OR 2(e) [_]
5
- ------------------------------------------------------------------------------
CITIZENSHIP OR PLACE OF ORGANIZATION
6
Delaware
- ------------------------------------------------------------------------------
SOLE VOTING POWER
7
NUMBER OF
4,350,000 Shares
SHARES -----------------------------------------------------------
SHARED VOTING POWER
BENEFICIALLY 8
OWNED BY NONE Shares
-----------------------------------------------------------
EACH SOLE DISPOSITIVE POWER
9
REPORTING
4,350,000 Shares
PERSON -----------------------------------------------------------
SHARED DISPOSITIVE POWER
WITH 10
NONE Shares
- ------------------------------------------------------------------------------
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
11
4,350,000 Shares
- ------------------------------------------------------------------------------
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (7) EXCLUDES CERTAIN SHARES
12
[X]
- ------------------------------------------------------------------------------
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (7)
13
Approximately 32.8% (Based on 8,894,426 Shares reported as outstanding
as of November 9, 1999)
- ------------------------------------------------------------------------------
TYPE OF REPORTING PERSON
14
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
- -------------------------- ---------------------------
- ------------------------------------------------------------------------------
NAME OF REPORTING PERSON
1 S.S. OR I.R.S IDENTIFICATION NO. OF ABOVE PERSON
Glenmount, LLC
- ------------------------------------------------------------------------------
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
2 (a) [_]
(b) [X]
- ------------------------------------------------------------------------------
SEC USE ONLY
3
- ------------------------------------------------------------------------------
SOURCE OF FUNDS
4
OO
- ------------------------------------------------------------------------------
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO
ITEMS 2(d) OR 2(e) [_]
5
- ------------------------------------------------------------------------------
CITIZENSHIP OR PLACE OF ORGANIZATION
6
Delaware
- ------------------------------------------------------------------------------
SOLE VOTING POWER
7
NUMBER OF
4,350,000 Shares
SHARES -----------------------------------------------------------
SHARED VOTING POWER
BENEFICIALLY 8
OWNED BY NONE Shares
-----------------------------------------------------------
EACH SOLE DISPOSITIVE POWER
9
REPORTING
4,350,000 Shares
PERSON -----------------------------------------------------------
SHARED DISPOSITIVE POWER
WITH 10
NONE Shares
- ------------------------------------------------------------------------------
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
11
4,350,000 Shares
- ------------------------------------------------------------------------------
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (7) EXCLUDES CERTAIN SHARES
12
[X]
- ------------------------------------------------------------------------------
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (7)
13
Approximately 32.8% (Based on 8,894,426 Shares reported as outstanding
as of November 9, 1999)
- ------------------------------------------------------------------------------
TYPE OF REPORTING PERSON
14
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
- -------------------------- ---------------------------
- ------------------------------------------------------------------------------
NAME OF REPORTING PERSON
1 S.S. OR I.R.S IDENTIFICATION NO. OF ABOVE PERSON
Glenmount Investment, LLC
- ------------------------------------------------------------------------------
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
2 (a) [_]
(b) [X]
- ------------------------------------------------------------------------------
SEC USE ONLY
3
- ------------------------------------------------------------------------------
SOURCE OF FUNDS
4
OO
- ------------------------------------------------------------------------------
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO
ITEMS 2(d) OR 2(e) [_]
5
- ------------------------------------------------------------------------------
CITIZENSHIP OR PLACE OF ORGANIZATION
6
Delaware
- ------------------------------------------------------------------------------
SOLE VOTING POWER
7
NUMBER OF
4,350,000 Shares
SHARES -----------------------------------------------------------
SHARED VOTING POWER
BENEFICIALLY 8
OWNED BY NONE Shares
-----------------------------------------------------------
EACH SOLE DISPOSITIVE POWER
9
REPORTING
4,350,000 Shares
PERSON -----------------------------------------------------------
SHARED DISPOSITIVE POWER
WITH 10
NONE Shares
- ------------------------------------------------------------------------------
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
11
4,350,000 Shares
- ------------------------------------------------------------------------------
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (7) EXCLUDES CERTAIN SHARES
12
[X]
- ------------------------------------------------------------------------------
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (7)
13
Approximately 32.8% (Based on 8,894,426 Shares reported as outstanding
as of November 9, 1999)
- ------------------------------------------------------------------------------
TYPE OF REPORTING PERSON
14
OO
- ------------------------------------------------------------------------------
*SEE INSTRUCTIONS BEFORE FILLING OUT!
INCLUDE BOTH SIDED 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
- -------------------------- ---------------------------
- ------------------------------------------------------------------------------
NAME OF REPORTING PERSON
1 S.S. OR I.R.S IDENTIFICATION NO. OF ABOVE PERSON
Michael E. Johnson
- ------------------------------------------------------------------------------
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
2 (a) [_]
(b) [X]
- ------------------------------------------------------------------------------
SEC USE ONLY
3
- ------------------------------------------------------------------------------
SOURCE OF FUNDS
4
OO
- ------------------------------------------------------------------------------
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO
ITEMS 2(d) OR 2(e) [_]
5
- ------------------------------------------------------------------------------
CITIZENSHIP OR PLACE OF ORGANIZATION
6
United States
- ------------------------------------------------------------------------------
SOLE VOTING POWER
7
NUMBER OF
4,350,000 Shares
SHARES -----------------------------------------------------------
SHARED VOTING POWER
BENEFICIALLY 8
OWNED BY NONE Shares
-----------------------------------------------------------
EACH SOLE DISPOSITIVE POWER
9
REPORTING
4,350,000 Shares
PERSON -----------------------------------------------------------
SHARED DISPOSITIVE POWER
WITH 10
NONE Shares
- ------------------------------------------------------------------------------
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
11
4,350,000 Shares
- ------------------------------------------------------------------------------
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (7) EXCLUDES CERTAIN SHARES
12
[X]
- ------------------------------------------------------------------------------
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (7)
13
Approximately 32.8% (Based on 8,894,426 Shares reported as outstanding
as of November 9, 1999)
- ------------------------------------------------------------------------------
TYPE OF REPORTING PERSON
14
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
- -------------------------- ---------------------------
- ------------------------------------------------------------------------------
NAME OF REPORTING PERSON
1 S.S. OR I.R.S IDENTIFICATION NO. OF ABOVE PERSON
Robert D. D. Forbes
- ------------------------------------------------------------------------------
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
2 (a) [_]
(b) [X]
- ------------------------------------------------------------------------------
SEC USE ONLY
3
- ------------------------------------------------------------------------------
SOURCE OF FUNDS
4
OO
- ------------------------------------------------------------------------------
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO
ITEMS 2(d) OR 2(e) [_]
5
- ------------------------------------------------------------------------------
CITIZENSHIP OR PLACE OF ORGANIZATION
6
Canada
- ------------------------------------------------------------------------------
SOLE VOTING POWER
7
NUMBER OF
4,350,000 Shares
SHARES -----------------------------------------------------------
SHARED VOTING POWER
BENEFICIALLY 8
OWNED BY NONE Shares
-----------------------------------------------------------
EACH SOLE DISPOSITIVE POWER
9
REPORTING
4,350,000 Shares
PERSON -----------------------------------------------------------
SHARED DISPOSITIVE POWER
WITH 10
NONE Shares
- ------------------------------------------------------------------------------
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
11
4,350,000 Shares
- ------------------------------------------------------------------------------
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (7) EXCLUDES CERTAIN SHARES
12
[X]
- ------------------------------------------------------------------------------
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (7)
13
Approximately 32.8% (Based on 8,894,426 Shares reported as outstanding
as of November 9, 1999)
- ------------------------------------------------------------------------------
TYPE OF REPORTING PERSON
14
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 Amendment No. 1 (the "Amendment") amends and supplements the
statement on Schedule 13D (the "Statement") filed with the Securities Exchange
Commission on December 4, 1999, 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 "Issuer"). The Amendment is filed by Industrial-Works Holding Co., LLC, a
Delaware limited liability company and successor of IWH ("IWLLC"), GILP, the
sole member of IWLLC, GLLC, GILC, and the managers of GLLC. Capitalized terms
not otherwise defined shall have the same meanings as set forth in the
Statement.
ITEM 2. IDENTITY AND BACKGROUND.
The response set forth in Item 2 of the Statement is hereby amended
and restated as follows:
Industrial-Works Holdings Co., LLC is a Delaware limited liability
company formed on February 11, 2000, 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 4. PURPOSE OF TRANSACTION.
The response set forth in Item 4 of the Statement is hereby amended
and restated as follows:
<PAGE>
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 4,250,000 shares of the Preferred Stock, convertible into an equal
number of Shares, and a warrant to purchase 500,000 Shares (the "First 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.
The transactions in the Purchase Agreement were consummated on February 22,
2000.
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.
On February 18, 2000, IWLLC and the Issuer entered into a Commitment
Letter (the "Commitment"), whereby (i) IWLLC acquired a warrant to purchase
100,000 Shares (the "Second Warrant"), and (ii) the Issuer obtained the right,
but not the obligation, to require IWLLC to purchase 3,000,000 additional shares
of Preferred Stock (the "Commitment Shares"), in increments of 1,000,000 shares.
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.
The response set forth in Item 5 of the Statement is hereby amended
and restated as follows:
Pursuant to the terms of the Purchase Agreement, and the transactions
contemplated thereby, IWLLC has acquired 4,250,000 Shares (assuming conversion
of the Preferred Stock), and has the right to acquire an additional 500,000
Shares upon exercise of the First Warrant (which is, until February 22, 2007,
contingent upon the Issuer's share price reaching specified levels). Pursuant to
the terms of the Commitment, IWLLC could potentially acquire an additional
3,100,000 Shares, 3,000,000 if the Issuer exercises the right to require the
purchase of the Commitment Shares, and 100,000 Shares upon exercise of the
Second Warrant (which is immediately exercisable).
Based upon the number of Shares reported as outstanding on November 9,
1999, the acquisition of 4,350,000 Shares (4,250,000 on conversion of Preferred
Stock, plus the immediate right to acquire an additional 100,000 Shares through
exercise of the Second Warrant) represents approximately 32.8% of the
outstanding stock of the Issuer. The First 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 IWLLC, are
satisfied. Therefore, the 500,000 Shares issuable upon exercise of the First
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. Similarly, IWLLC will only acquire the Commitment Shares if the
Issuer requests it, which is outside of the control of
<PAGE>
IWLLC. Therefore, the Commitment Shares are also 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.
As the sole member of IWLLC, GILP has indirect beneficial ownership of
the Shares described in this Statement because it owns all of the interests in
IWLLC and can influence voting, purchase or dispositions of the Shares by IWLLC.
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
IWLLC. 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 IWLLC. 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 IWLLC,
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.
In the past sixty days, 4,250,000 Shares of Preferred Stock and the
First Warrant and Second Warrant have been acquired by the reporting persons.
ITEM 6. CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS WITH RESPECT TO SECURITIES OF
THE ISSUER.
The response set forth in Item 6 of the Statement is amended and
restated as follows:
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, the Commitment, 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.
The response set forth in Item 7 of the Statement is amended and
restated as follows:
7.a Agreement to File a Joint Statement on Schedule 13-D (to which
IWH succeeded by merger).*
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)*
7.d Commitment Letter by and between Fieldworks, Incorporated and
Industrial-Works Holding Co., LLC, dated February 18, 2000.
NOTE: Items marked with a "*" have previously been filed with the
Securities Exchange Commission, and are hereby incorporated by
reference.
<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: Mar 2, 2000
INDUSTRIAL-WORKS HOLDING CO., LLC
By: /s/ RD.D. Forbes
-------------------------------------
GLENMOUNT INTERNATIONAL, L.P., Member
By: GLENMOUNT INVESTMENT, LLC, General Partner
By: /s/ M E. Johnson
------------------------------
Michael E. Johnson
Managing Director
By: /s/ RD.D. Forbes
----------------------------
Robert D.D. Forbes
Managing Director
GLENMOUNT INTERNATIONAL, L.P.
By: GLENMOUNT INVESTMENT, LLC, General Partner
By: /s/ M E. Johnson
----------------------------------
Michael E. Johnson
Managing Director
By: /s/ RD.D. Forbes
----------------------------------
Robert D.D. Forbes
Managing Director
GLENMOUNT INVESTMENT, LLC
By: /s/ M E. Johnson
----------------------------------
Michael E. Johnson
Managing Director
By: /s/ RD. D. Forbes
----------------------------------
Robert D. D. Forbes
Managing Director
<PAGE>
GLENMOUNT, LLC
By: /s/ M E. Johnson
-------------------------------------
Michael E. Johnson
Managing Director
By: /s/ RD.D. Forbes
_____________________________________
Robert D. D. Forbes
Managing Director
/s/ MICHAEL E. JOHNSON
_____________________________________________
MICHAEL E. JOHNSON, an individual
/s/ RD.D. FORBES
_____________________________________________
ROBERT D.D. FORBES, an individual
<PAGE>
[LOGO OF IWHC APPEARS HERE]
EXHIBIT 7.D
Industrial-Works Holding Co., LLC
February 18, 2000
Mr. David Malmberg
Chairman
Fieldworks, Incorporated
7631 Anagram Drive
Eden Prairie, MN 55344
Dear David:
We understand that a hearing has been scheduled for February 24, 2000 before The
Nasdaq Stock Market in response to the request by FieldWorks, Incorporated
("FieldWorks") for continued listing on the Nasdaq National Market.
As discussed at the meeting of the Board of Directors of FieldWorks last week,
FieldWorks intends to demonstrate at the hearing that it will satisfy the
maintenance requirements for continued listing based on (1) the purchase of
shares of Series B Convertible Preferred Stock (the "Initial Preferred Shares")
by Industrial-Works Holding Co., LLC ("IWHC") pursuant to the Stock Purchase
Agreement, dated as of November 20, 1999, and (2) the execution of FieldWorks'
plan of operations for fiscal year 2000.
Although we have, as you know, confidence in the FieldWorks' plan, we also
understand that you want a backup plan to assure you of additional equity if
needed. This letter is written to confirm the willingness of IWHC to provide
additional capital, in the event such additional capital is necessary, to
support operations and justify the continued listing of FieldWorks' Common Stock
on the Nasdaq National Market. We understand you have several potential sources
of capital, but that a firm commitment of additional capital will be beneficial
to FieldWorks. Accordingly, we are pleased to present the following proposal for
your consideration.
Subject to acceptance of this letter by Fieldworks and the consummation of the
purchase by IWHC of the Initial Preferred Shares, IWHC hereby commits to
purchase up to 3,000,000 shares of preferred stock (the "Additional Preferred
Shares") of FieldWorks on the terms and conditions set forth in this letter. The
Additional Preferred Shares subject to this commitment are in addition to the
Initial Preferred Shares.
FieldWorks will have the right, but not the obligation, to request that IWHC
purchase up to 3,000,000 Additional Preferred Shares, in increments of 1,000,000
shares. FieldWorks may exercise this right by delivering written notice to IWHC
specifying the number of Additional Preferred Shares to be sold to IWHC (the
"Call Notice"), provided the Call Notice is delivered to
- --------------------------------------------------------------------------------
19200 Von Karman Avenue, Suite 400, Irvine, California 92612-8512
Phone: 949-475-0055 Fax: 949-477-8044
<PAGE>
IWHC at any time after April 2, 2000, and on or prior to the date following the
annual meeting of the shareholders of FieldWorks (but in any event delivered not
later than May 31, 2000). Upon receipt of the Call Notice, IWHC shall be
obligated to purchase, and FieldWorks shall be obligated to sell, the number of
Additional Preferred Shares specified therein, at a closing to be held within
fifteen business days thereafter. If the approval of FieldWorks' shareholders is
required for the issuance of all such Additional Preferred Shares, then IWHC (a)
shall purchase as many Additional Preferred Shares within such 15-day period
that can be purchased without shareholder approval, and (b) shall purchase the
balance of such Additional Preferred Shares within fifteen business days after
shareholder approval. FieldWorks agrees to seek any such shareholder approval at
its annual meeting to be held in May 2000.
The purchase price for the Additional Preferred Shares shall be (a) $1.00 per
share (net of any fees payable to IWHC or its affiliates as a direct result of
such purchase), or (b) if lower, 80% of the average closing price per share of
the Common Stock of Fieldworks on the five trading days prior to the date the
Call Notice is delivered or (c) if lower, 80% of the average closing price per
share of the Common Stock of FieldWorks on the five trading days prior to date
the Additional Preferred Shares are purchased.
The Additional Preferred Shares shall have the same rights, preferences,
privileges and covenants as the Initial Preferred Shares. IWHC shall have the
same covenant, registration, and other rights with respect to the Additional
Preferred Shares as exist under the Stock Purchase Agreement and the
Registration Rights Agreement with respect to the Initial Preferred Shares.
Notwithstanding the foregoing, IWHC's commitment in this letter will expire, and
IWHC will not be obligated to purchase the Additional Preferred Shares, if (a)
the Common Stock of FieldWorks is delisted from the Nasdaq National Market prior
to the purchase of any Additional Preferred Shares, (b) if FieldWorks is given
notice prior to such purchase of a final decision of such delisting by The
Nasdaq Stock Market, or (c) if any required shareholder approval is not obtained
prior to May 31, 2000, or (d) if the Call Notice is not received by IWHC during
the exercise period described above.
In consideration for IWHC's commitment in this letter, FieldWorks will promptly
issue to IWHC a five-year warrant to purchase 100,000 shares of Common Stock of
FieldWorks at a price per share equal to the closing price per share of Common
Stock on the date of acceptance hereof (which warrant shall be immediately
exercisable and otherwise have the same registration rights and other terms as
the warrant to be issued to IWHC at the closing of the Stock Purchase
Agreement).
<PAGE>
If the terms of this Commitment Letter are acceptable, please sign below and
return a copy of this letter to us.
Sincerely,
Michael E. Johnson
Managing Director
<PAGE>
The undersigned accepts the foregoing commitment and the terms and conditions of
this Commitment Letter.
FIELDWORKS, INCORPORATED
By: ___________________________
David Malmberg
Chairman
