SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 13D/A
(AMENDMENT NO. 1 TO SCHEDULE 13D)
Under the Securities Exchange Act of 1934
HIGHWAYMASTER COMMUNICATIONS, INC.
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(Name of Issuer)
Common Stock, par value $0.01 per share
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(Title of Class of Securities)
431263-10-2
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(CUSIP NUMBER)
ANNALEE COHEN
THE ERIN MILLS GROUP
7501 Keele Street, Suite 500
Concord, Ontario L4K 1Y2
(416) 736-1809
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(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)
May 29, 1998
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(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 [ ]
The information required in 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, as amended ("Act"), or otherwise subject to the
liabilities of that section of the Act but shall be subject to all other
provisions of the Act.
CUSIP No.
431263-10-2 13D/A
1 NAME OF REPORTING PERSONS
S.S. OR I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS
THE ERIN MILLS DEVELOPMENT CORPORATION
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) [ ]
(b) [ X ]
3 SEC USE ONLY
4 SOURCE OF FUNDS*
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS
REQUIRED PURSUANT TO ITEM 2(d) or 2(e) [ ]
6 CITIZENSHIP OR PLACE OF ORGANIZATION
ONTARIO, CANADA
NUMBER OF 7 SOLE VOTING POWER 0
SHARES
BENEFICIALLY 8 SHARED VOTING POWER 9,088,326
OWNED BY
EACH 9 SOLE DISPOSITIVE POWER 0
REPORTING
PERSON WITH 10 SHARED DISPOSITIVE POWER 9,088,326
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
9,088,326
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11)
EXCLUDES CERTAIN SHARES* [ ]
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
36.5%
14 TYPE OF REPORTING PERSON*
CO
*SEE INSTRUCTIONS BEFORE FILLING OUT
CUSIP No.
431263-10-2 13D/A
1 NAME OF REPORTING PERSONS
S.S. OR I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS
THE ERIN MILLS INVESTMENT CORPORATION
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) [ ]
(b) [ X ]
3 SEC USE ONLY
4 SOURCE OF FUNDS*
00
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS
REQUIRED PURSUANT TO ITEM 2(d) or 2(e) [ ]
6 CITIZENSHIP OR PLACE OF ORGANIZATION
ALBERTA, CANADA
NUMBER OF 7 SOLE VOTING POWER 0
SHARES
BENEFICIALLY 8 SHARED VOTING POWER 9,088,326
OWNED BY
EACH 9 SOLE DISPOSITIVE POWER 0
REPORTING
PERSON WITH 10 SHARED DISPOSITIVE POWER 9,088,326
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
9,088,326
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES* [ ]
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
36.5%
14 TYPE OF REPORTING PERSON*
CO
*SEE INSTRUCTIONS BEFORE FILLING OUT
CUSIP No.
431263-10-2 13D/A
1 NAME OF REPORTING PERSONS
S.S. OR I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS
ERIN MILLS INTERNATIONAL INVESTMENT CORPORATION
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) [ ]
(b) [ X ]
3 SEC USE ONLY
4 SOURCE OF FUNDS*
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS
REQUIRED PURSUANT TO ITEM 2(d) or 2(e) [ ]
6 CITIZENSHIP OR PLACE OF ORGANIZATION
BARBADOS, W.I.
NUMBER OF 7 SOLE VOTING POWER 0
SHARES
BENEFICIALLY 8 SHARED VOTING POWER 9,061,310
OWNED BY
EACH 9 SOLE DISPOSITIVE POWER 0
REPORTING
PERSON WITH 10 SHARED DISPOSITIVE POWER 9,061,310
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
9,061,310
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11)
EXCLUDES CERTAIN SHARES* [ ]
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
36.4%
14 TYPE OF REPORTING PERSON*
CO
*SEE INSTRUCTIONS BEFORE FILLING OUT
AMENDMENT NO. 1 TO SCHEDULE 13D
This Amendment No. 1 to Schedule 13D is being filed on behalf of The
Erin Mills Development Corporation ("EMDC"), The Erin Mills Investment
Corporation ("TEMIC") and Erin Mills International Investment Corporation
("EMIIC", and together with EMDC and TEMIC, the "Erin Mills Group"), as an
amendment to the initial statement on Schedule 13D, relating to the Erin
Mills Group's beneficial ownership of the common stock, par value $0.01 per
share (the "Common Stock"), of HighwayMaster Communications, Inc. (the
"Issuer"), and as filed with the Securities and Exchange Commission on
October 31, 1996 (the "Initial Schedule 13D"). The Initial Schedule 13D is
hereby amended and supplemented as follows:
ITEM 3. SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION
Item 3 of the Initial Schedule 13D is hereby amended and supplemented
by the addition of the following:
On May 29, 1998, EMDC sold 527,680 shares of Common Stock of the
Issuer to TEMIC for an aggregate purchase price of $1,721,556, or $3.2625
per share (the "Purchase"). The source of funds for the Purchase by TEMIC
was working capital. On May 29, 1998, subsequent to the Purchase, TEMIC
effected a pro rata stock dividend distribution to all of TEMIC's
shareholders, except EMDC, in the aggregate of 744,880 shares of Common
Stock of the Issuer (the "Stock Dividend").
ITEM 4. PURPOSE OF TRANSACTION
Item 4 of the Initial Schedule 13D is hereby amended and restated in
its entirety to read as follows:
On February 14, 1996, TEMIC and EMIIC filed a Schedule 13G with
respect to shares of Common Stock that was acquired by TEMIC and EMIIC in
transactions prior to and in connection with the initial public offering of
the Common Stock. The Initial Schedule 13D was filed to report the
acquisition of additional shares of Common Stock by the Erin Mills Group on
September 27, 1996. Such shares of Common Stock were held by the Erin
Mills Group for investment purposes.
This Amendment No. 1 is being filed to report the Purchase and Stock
Dividend transactions of EMDC and TEMIC as discussed in Item 3 above. The
remaining shares of Common Stock of the Issuer beneficially owned by the
Erin Mills Group are held for investment purposes. The Erin Mills Group
intends to review its investment in the Issuer on an ongoing basis. The
Erin Mills Group does not have any present plans or proposals which would
result in any of the following:
1) any extraordinary corporate transaction, such as a merger,
reorganization or liquidation, involving the Issuer or any of its
subsidiaries;
2) any sale or transfer of a material amount of assets of the
Issuer or any of its subsidiaries;
3) any change in the present board of directors or managers of
the Issuer;
4) any material change in the present capitalization or
dividend policy of the Issuer;
5) any other material change in the Issuer's business or
corporate structure;
6) any change in the Issuer's charter, bylaws or instruments
corresponding thereto or other actions which may impede the
acquisition of control of the Issuer by any person;
7) causing a class of securities of the Issuer to be delisted
from a national securities exchange or to cease to be authorized to be
quoted in an inter-dealer quotation system of a registered national
securities association;
8) causing a class of securities of the Issuer to become
eligible for termination of registration pursuant to Section 12(g)(4)
of the Act; or
9) any action similar to any of those enumerated above.
ITEM 5. INTEREST IN SECURITIES OF THE ISSUER
Item 5 of the Initial Schedule 13D is hereby amended and restated in
its entirety to read as follows:
(a) The Erin Mills Group may be deemed, pursuant to Rule 13d-3, to
own beneficially an aggregate of 9,088,326 shares of Common Stock,
representing approximately 36.5% of the outstanding Common Stock. EMIIC
beneficially owns 9,061,310 shares of Common Stock, representing
approximately 36.4% of the outstanding Common Stock. TEMIC, which is the
controlling shareholder of EMIIC, may be deemed, pursuant to Rule 13d-3, to
beneficially own 9,088,326 shares of Common Stock, representing
approximately 36.5% of the outstanding Common Stock. EMDC, which retains
voting control over TEMIC, may be deemed, pursuant to Rule 13d-3, to own
beneficially 9,088,326 shares of Common Stock, representing approximately
36.5% of the outstanding Common Stock.
(b) EMIIC is the beneficial owner of 9,061,310 shares of Common stock
and is deemed to share beneficial ownership and the power to vote and
dispose of all such shares with TEMIC and EMDC by reason of TEMIC's status
as controlling shareholder of EMIIC and EMDC holding voting control over
TEMIC.
TEMIC is the beneficial owner of 9,088,326 shares of Common Stock
representing 9,061,310 shares of Common Stock owned directly by EMIIC and
27,016 shares of Common Stock owned directly by TEMIC and is deemed to
share beneficial ownership and the power to vote and dispose of (i) all
such shares with EMDC by reason of EMDC holding voting control over TEMIC
and (ii) 9,061,310 shares of Common Stock with EMIIC by reason of TEMIC's
status as controlling shareholder of EMIIC.
EMDC may be deemed the beneficial owner of 9,088,326 shares of Common
Stock representing 9,061,310 shares of Common Stock owned directly by EMIIC
and 27,016 shares of Common Stock owned directly by TEMIC, and may be
deemed to share beneficial ownership and the power to vote and dispose of
(i) 9,088,326 shares of Common Stock with TEMIC by reason of EMDC holding
voting control over TEMIC and (ii) 9,061,310 shares of Common Stock with
EMIIC by reason of TEMIC's status as controlling shareholder of EMIIC.
(c) There have been no transactions in the class of securities
reported on that were effected during the past 60 days by the Company other
than those discussed in Item 3 and Item 4 above.
(d) Not applicable.
(e) Not applicable.
ITEM 7. MATERIALS TO BE FILED AS EXHIBITS
EXHIBIT A Joint Filing Agreement, dated as of October 31, 1996,
between The Erin Mills Development Corporation, The
Erin Mills Investment Corporation and Erin Mills
International Investment Corporation.
SIGNATURE
After reasonable inquiry and to the best of my knowledge and belief,
the undersigned certifies that the information set forth in this statement
is true, complete and correct.
Dated: June 16, 1998
THE ERIN MILLS DEVELOPMENT CORPORATION
By:/S/GERALD C. QUINN
-----------------------------------
Gerald C. Quinn
Executive Vice President
THE ERIN MILLS INVESTMENT CORPORATION
By:/S/GERALD C. QUINN
-----------------------------------
Gerald C. Quinn
President
ERIN MILLS INTERNATIONAL INVESTMENT
CORPORATION
By: /S/STEPHEN L. GREAVES
-----------------------------------
Stephen L. Greaves
General Manager
EXHIBIT A
JOINT FILING AGREEMENT
IN accordance with Rule 13d-1(f) under the Securities Exchange Act of
1934, as amended, the undersigned agree to the joint filing on behalf of
each of them of a Statement on Schedule 13D (including any and all
amendments thereto) with respect to the Common Stock, par value $.01 per
share, of HighwayMaster Communications, Inc., and further agree that this
Joint Filing Agreement shall be included as an Exhibit to such joint
filings.
The undersigned further agree that each party hereto is responsible
for timely filing of such Statement on Schedule 13D and any amendments
thereto, and for the accuracy and completeness of the information
concerning such party contained therein; provided, however, that no party
is responsible for the accuracy or completeness of the information
concerning any other party, unless such party knows or has reason to
believe that such information is inaccurate.
This Joint Filing Agreement may be signed in counterparts with the
same effect as if the signature on each counterpart were upon the same
instrument.
IN WITNESS WHEREOF, the undersigned have executed this Agreement as of
October 31, 1996.
THE ERIN MILLS DEVELOPMENT CORPORATION
By: /s/ Gerry C. Quinn
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Title: Executive Vice President
THE ERIN MILLS INVESTMENT CORPORATION
By: /s/ Gerry C. Quinn
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Title: President
ERIN MILLS INTERNATIONAL INVESTMENT
CORPORATION
By: /s/ Stephen L. Greaves
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Title: General Manager
