-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, MQ8axh6XqUpU+P9v8N51UfIf0qXXb2D31nmJ1Sx0KE3R0INV5Ld5T1R/6IG5bNmy ooXJ4/YdI0aZzBXBA4Bb/g== 0000916641-02-001779.txt : 20021101 0000916641-02-001779.hdr.sgml : 20021101 20021101153142 ACCESSION NUMBER: 0000916641-02-001779 CONFORMED SUBMISSION TYPE: SC 13D/A PUBLIC DOCUMENT COUNT: 2 FILED AS OF DATE: 20021101 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: BROWN LOUIS M JR CENTRAL INDEX KEY: 0001121912 FILING VALUES: FORM TYPE: SC 13D/A BUSINESS ADDRESS: STREET 1: 748 MILLER DRIVE, S.E. CITY: LEESBURG STATE: VA ZIP: 20175 SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: PRECISION AUTO CARE INC CENTRAL INDEX KEY: 0001038541 STANDARD INDUSTRIAL CLASSIFICATION: SERVICES-AUTOMOTIVE REPAIR, SERVICES & PARKING [7500] IRS NUMBER: 541847851 STATE OF INCORPORATION: VA FISCAL YEAR END: 0630 FILING VALUES: FORM TYPE: SC 13D/A SEC ACT: 1934 Act SEC FILE NUMBER: 005-52145 FILM NUMBER: 02806750 BUSINESS ADDRESS: STREET 1: 748 MILLER DRIVE SE CITY: LEESBURG STATE: VA ZIP: 20175 BUSINESS PHONE: 7037779095 MAIL ADDRESS: STREET 1: 748 MILLER DRIVE SE CITY: LEESBURG STATE: VA ZIP: 20175 SC 13D/A 1 dsc13da.txt AMENDMENT NO. 2 TO SC 13D SECURITIES AND EXCHANGE COMMISSION Washington, D. C. 20549 Amendment No. 2 to SCHEDULE 13D Under the Securities Exchange Act of 1934 PRECISION AUTO CARE, INC. ------------------------- (Name of Issuer) COMMON STOCK ------------ (Title of class of securities) 74-18R915 --------- (CUSIP NUMBER) Louis M. Brown, Jr. 748 Miller Drive, S.E. Leesburg, Virginia 20175 Telephone No. (703) 777-9095 ---------------------------- (Name, address and telephone number of person authorized to receive notices and communications) Copy to: Thurston R. Moore Hunton & Williams 951 East Byrd Street Richmond, Virginia 23219 October 30, 2002 ---------------- (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 that is the subject of this Schedule 13D, and is filing this schedule because of Rule 13d-1(e), 13d-1(f) or 13d-1(g), check the following box [ ]. Check the following box if a fee is being paid with this statement [ ]. Page 1 of 5 ------------------------------------------------ --------------------------------------------- CUSIP NO. 74-18R915 13D Page 2 of 5 Pages ------------------------------------------------ --------------------------------------------- -------- ---------------------------------------------------------------------------------------------------------------------- NAME OF REPORTING PERSONS 1 S.S. OR I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS Louis M. Brown, Jr. -------- ---------------------------------------------------------------------------------------------------------------------- CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) [ ] 2 (b) [ ] -------- ---------------------------------------------------------------------------------------------------------------------- 3 SEC USE ONLY -------- ---------------------------------------------------------------------------------------------------------------------- SOURCE OF FUNDS* 4 PF -------- ---------------------------------------------------------------------------------------------------------------------- CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT 5 TO ITEM 2(d) or 2(e) [ ] -------- ---------------------------------------------------------------------------------------------------------------------- CITIZENSHIP OR PLACE OF ORGANIZATION 6 USA -------- ---------------------------------------------------------------------------------------------------------------------- 7 SOLE VOTING POWER NUMBER OF 2,725,380 SHARES ------- ------------------------------------------------------------------------------------------------ BENEFICIALLY 8 SHARED VOTING POWER 0 OWNED BY EACH ------- ------------------------------------------------------------------------------------------------ 9 SOLE DISPOSITIVE POWER REPORTING 2,725,380 PERSON WITH ------ ------------------------------------------------------------------------------------------------ 10 SHARED DISPOSITIVE POWER 0 --------- --------------------------------------------------------------------------------------------------------------------- 11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 2,725,380 --------- --------------------------------------------------------------------------------------------------------------------- 12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES* [ ] --------- --------------------------------------------------------------------------------------------------------------------- 13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 17.2% --------- --------------------------------------------------------------------------------------------------------------------- 14 TYPE OF REPORTING PERSON* IN --------- ---------------------------------------------------------------------------------------------------------------------
*SEE INSTRUCTIONS BEFORE FILLING OUT! Page 2 of 5 This Amendment No. 2 to Schedule 13D supplements and amends the statement on Schedule 13D originally filed with the Securities and Exchange Commission on August 14, 2000, as amended on August 18, 2000, with respect to shares of Common Stock of Precision Auto Care, Inc. Item 1. Security and Issuer. ------------------- This statement relates to the Common Stock of Precision Auto Care, Inc. (the "Issuer"), a Virginia corporation having its principal executive offices at 748 Miller Drive, S.E., Leesburg, Virginia 20175. Item 2. Identity and Background. No change. ----------------------- Item 3. Source and Amount of Funds or Other Consideration. ------------------------------------------------- The reporting person used personal funds in making the purchase of Common Stock disclosed in this Schedule 13D. Item 4. Purpose of Transaction. No change. ---------------------- Item 5. Interest in Securities of the Issuer. ------------------------------------ (a) Beneficial Ownership. 2,725,380 shares of Common Stock of the Issuer are owned beneficially by Louis M. Brown, Jr., constituting 17.2% of such shares outstanding. (b) Power to Vote or Dispose of Shares. Number of shares as to which reporting person has: (i) sole power to vote or to direct the vote - 2,725,380 (ii) shared power to vote or to direct the vote - 0 (iii) sole power to dispose of or to direct the disposition of - 2,725,380 (iv) shared power to dispose of or to direct the disposition of - 0 (c) Other than as described herein, the reporting person has not engaged in any transactions in the Common Stock of the Issuer within the past 60 days. (d) There is no person known to have the right to receive or the power to direct the receipt of dividends from, or the proceeds from the sale of, the Common Stock owned by the reporting person. (e) Not applicable. Page 3 of 5 Item 6. Contracts, Arrangements, Understandings or Relationships With Respect --------------------------------------------------------------------- to Securities of the Issuer. ---------------------------- On October 30, 2002, the reporting person, certain members of the Board of Directors and Arthur Kellar and Mauricio Zambrano, the holders of certain debentures issued by the Issuer, entered into a Voting Agreement pursuant to which the parties thereto agreed (i) to vote in favor of an amendment to the Issuer's Articles of Incorporation to increase the number of authorized shares of capital stock and in connection therewith to appoint certain officers of the Issuer as proxies with respect to a shareholder vote with respect to any such amendment and (ii) to restrict the transfer of shares of Common Stock held by them prior to the shareholders' meeting at which such amendment is submitted to a shareholder vote. There are no securities that are pledged or otherwise subject to a contingency the occurrence of which would give another person voting power or investment power over any securities of the Issuer. Item 7. Material to be Filed as Exhibits. --------------------------------- 1. Voting Agreement between Arthur Kellar, Mauricio Zambrano, Desarollo Integrado, S.A. de C.V. and certain members of the Board of Directors of Precision Auto Care, Inc., dated October 30, 2002. Page 4 of 5 SIGNATURE --------- After reasonable inquiry and to the best of his knowledge and belief, the undersigned certifies that the information set forth in this statement is true, complete and correct. November 1, 2002 /s/ Louis M. Brown, Jr. --------------------------- Louis M. Brown, Jr. EXHIBIT INDEX - ------------- Exhibit 1 Voting Agreement between Arthur Kellar, Mauricio Zambrano, Desarollo Integrado, S.A. de C.V. and certain members of the Board of Directors of Precision Auto Care, Inc., dated October 30, 2002. Page 5 of 5 EX-1 3 dex1.txt EXHIBIT 1 EXHIBIT 1 --------- VOTING AGREEMENT This Voting Agreement (this "Agreement") is made and entered into as of October 30, 2002, among the undersigned shareholders, including Desarollo Integrado, S.A. de C.V. ("Desarollo"), which shall become a shareholder as of even date herewith (collectively, the "Shareholders"), of Precision Auto Care, Inc., a Virginia corporation (the "Company"). RECITALS A. Concurrently with the execution of this Agreement, Precision Funding, LLC ("Precision Funding"), Arthur C. Kellar ("Kellar"), Desarollo and the Company are entering into an Exchange Agreement (the "Exchange Agreement") that provides, among other things, for the contribution of certain debentures held by Precision Funding and Kellar in exchange for the issuance by the Company of certain equity consideration consisting of common stock, preferred stock and warrants (the "Exchange Equity Consideration"). B. The Company's Articles of Incorporation currently do not provide for a sufficient number of authorized but unissued shares of capital stock to issue the common stock and common stock issuable upon exercise of the warrants comprising the Exchange Equity Consideration. C. Pursuant to the Exchange Agreement, the Company has agreed to submit to its shareholders at its 2002 Annual Meeting of Shareholders (the "Meeting") a proposal (the "Proposal") to amend the Company's Articles of Incorporation to increase the number of its authorized but unissued shares of capital stock from 20,000,000 to 40,000,000, including 39,000,000 shares of common stock and 1,000,000 shares of preferred stock. D. The Shareholders are or will become as of the date hereof the beneficial owners (as defined in Rule 13d-3 under the Securities Exchange Act of 1934, as amended (the "Exchange Act")) of the number of outstanding shares of capital stock of the Company indicated on Annex 1 to this Agreement. E. As a material inducement to enter into the Exchange Agreement, Precision Funding, Desarollo, Kellar and the Company desire each of the Shareholders to agree, and in consideration for good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, each of the Shareholders is willing to agree, to vote the Shares and New Shares (each as defined below) in favor of approval of the Proposal at the Meeting and at any subsequent shareholders' meeting at which a similar proposal is submitted for shareholder approval held within two years from the date hereof (a "Subsequent Meeting"). NOW, THEREFORE, intending to be legally bound, the parties agree as follows: 1. Agreement to Vote Shares; Additional Purchases; Transfers and Encumbrance. 1.1. Agreement to Vote Shares. During the term of this Agreement, at the Meeting and at any Subsequent Meeting (whether in person or represented by proxy), and at every adjournment thereof, and on every action or approval by written consent of the 1 shareholders of the Company with respect to the Proposal or any similar proposal, each Shareholder shall vote or cause to be voted the Shares and any New Shares (as defined below): (a) in favor of approval of the Proposal or any similar proposal, including all actions contemplated thereby and all actions necessary or desirable in furtherance thereof; and (b) against any proposal made in opposition to, or in competition with, the Proposal or any similar proposal. 1.2. Additional Shareholder Covenants. Until the termination of this Agreement, (a) no Shareholder shall enter into any voting agreement or grant any proxy or power of attorney with respect to the Shares or any New Shares that is inconsistent with the purposes and intent of this Agreement, and (b) each Shareholder shall use his or its best efforts (within his or its power) to cause the Proposal to be approved by the requisite vote of all outstanding shares of stock of the Company. 1.3. Definition. For purposes of this Agreement, "Shares" shall mean all issued and outstanding shares of capital stock of the Company of which a Shareholder is the beneficial owner or over which a Shareholder has voting control, including any securities convertible into or exercisable or exchangeable for shares of the Company's capital stock, all as set forth on Annex 1 attached hereto. 1.4. Additional Purchases. Each Shareholder agrees that any shares of capital stock of the Company that such Shareholder purchases, or with respect to which such Shareholder otherwise acquires beneficial ownership or voting control after the execution of this Agreement and prior to the date of termination of this Agreement ("New Shares"), shall be subject to the terms and conditions of this Agreement to the same extent as if they constituted Shares. 1.5. Transfer and Encumbrance. During the term of this Agreement, each Shareholder agrees not to transfer, sell, exchange, pledge, gift, or otherwise dispose of or encumber (collectively, "Transfer") record ownership or beneficial ownership, or both, of any of the Shares or any New Shares or to discuss, negotiate, or make any offer or agreement relating thereto; provided, however, the foregoing restriction on Transfers shall not apply to any Shares or New Shares owned or controlled by Kellar or Desarollo if the Proposal is not approved by the Company's shareholders at the Meeting. 2. Irrevocable Proxy. Concurrently with the execution of this Agreement, each Shareholder shall deliver to the Company a proxy in the form attached hereto as Exhibit A (the "Proxy") with respect to the Shares and New Shares, which, subject to Section 5 hereof, shall be coupled with an interest and irrevocable to the fullest extent permitted by applicable law. 3. Representations and Warranties of each Shareholder. Each Shareholder represents and warrants that (i) he or it is the record owner or beneficial owner of his or its Shares free and clear of any liens, claims, pledges, options, rights of first refusal, limitations on voting (except as provided herein), charges or other encumbrances, and does not beneficially or of record own any equity securities of the Company other than his or its applicable Shares, (ii) he 2 or it has not appointed or granted any proxy (other than the Proxy granted hereunder) that is still effective with respect to his or its Shares, (iii) he or it has full legal capacity and authority to vote and direct the voting of the Shares with respect to the matters contemplated hereby and has full power and authority to make, enter into and carry out the terms of this Agreement and the Proxy, (iv) this Agreement and all instruments, documents and agreements contemplated hereby to be executed by or on behalf of such Shareholder (including, without limitation the Proxy) have been duly executed and delivered by such Shareholder and constitute the legal, valid and binding obligation of such Shareholder, enforceable against such Shareholder in accordance with their terms, and (v) neither the execution, delivery or performance by such Shareholder of this Agreement, nor the consummation by such Shareholder of the transactions contemplated hereby, will (A) violate, conflict with or result in a breach of any agreement, contract or other instrument to which such Shareholder is a party, or (B) violate or conflict with any order, decree, law, rule or regulation applicable to such Shareholder or by which any property or asset of such Shareholder is bound. 4. Additional Documents. Each Shareholder agrees to execute and deliver any additional documents necessary or desirable to carry out the intent of this Agreement or otherwise required in connection with the approval by the Company's shareholders of the Proposal. 5. Termination. This Agreement and the Proxy shall terminate as of the earlier to occur of (i) such date and time as the Proposal or any similar proposal shall be approved by the shareholders of the Company or (ii) two years from the date hereof. 6. Miscellaneous. 6.1. Severability. If any term, provision, covenant or restriction of this Agreement is held by a court of competent jurisdiction to be invalid, void or unenforceable, then the remainder of the terms, provisions, covenants and restrictions of this Agreement shall remain in full force and effect and shall in no way be affected, impaired or invalidated. 6.2. Binding Effect and Assignment. This Agreement and all of the provisions hereof shall be binding upon and inure to the benefit of the parties hereto and their respective successors and permitted assigns and any person or entity to which record or beneficial ownership of such Shares or New Shares shall pass, whether by operation of law or otherwise, but, except as otherwise specifically provided herein, neither this Agreement nor any of the rights, interests or obligations of the parties hereto may be assigned by any of the parties. 6.3. Amendments and Modification. This Agreement may not be modified, amended, altered or supplemented except upon the execution and delivery of a written agreement executed by the parties hereto. 6.4. Specific Performance; Injunctive Relief. The parties hereto acknowledge that there will be irreparable harm and that there will be no adequate remedy at law for a violation of any of the covenants or agreements of the Shareholders set forth herein. Therefore, it is agreed that, in addition to any other remedies that may be available to the parties hereto upon any such violation, each party shall have the right to enforce such covenants and 3 agreements by specific performance, injunctive relief or by any other means available at law or in equity. This Agreement and the covenants of the Shareholders set forth herein are intended for and shall inure to the benefit of the Company, its successors and assigns, and the Company and its successors and assigns shall be entitled to assert and enforce, and shall be entitled to all rights and remedies with respect to, such covenants as an express third party beneficiary under this Agreement. 6.5. Notices. All notices and other communications relating to this Agreement shall be in writing, shall be (i) upon delivery, if delivered personally or by commercial messenger or courier service, (ii) one business day after the day of a facsimile transmission, if sent by facsimile with confirming copy by U.S. mail (first class, postage prepaid), or (iv) one business day after the business day of deposit with Federal Express or similar carrier for overnight delivery, freight prepaid, in each case to the parties at the addresses (or at such other address for a party as shall be specified by like notice) set forth on Annex 1. 6.6. Governing Law. This Agreement and the rights and obligations of the parties hereto shall be governed by and construed in accordance with the laws of the Commonwealth of Virginia, without regard to its conflicts of laws provisions. 6.7. Entire Agreement. This Agreement contains the entire understanding of the parties in respect of the subject matter hereof, and supersedes all prior negotiations and understandings between the parties with respect to such subject matter. 6.8. Effective Date. This Agreement shall become effective upon execution of the Exchange Agreement. 4 IN WITNESS WHEREOF, the parties have caused this Voting Agreement to be duly executed on the date and year first above written. DESAROLLO INTEGRADO, S.A. de C.V. By: /s/ Mauricio J. Sambrano ---------------------------------- Name: Mauricio J. Zambrano -------------------------------- Title: Managing Director ------------------------------- /s/ Louis M. Brown, Jr. ------------------------------------- Louis M. Brown, Jr. /s/ Arthur C. Kellar ------------------------------------- Arthur C. Kellar /s/ Woodley A. Allen ------------------------------------- Woodley A. Allen /s/ Lynn E. Caruthers ------------------------------------- Lynn E. Caruthers /s/ Bernard H. Clineburg ------------------------------------- Bernard H. Clineburg /s/ John D. Sanders, Ph.D ------------------------------------- John D. Sanders, Ph.D /s/ Bassam N. Ibrahim ------------------------------------- Bassam N. Ibrahim 5 /s/ Robert R. Falconi ------------------------------------------------- Robert R. Falconi /s/ John T. Wiegand ------------------------------------------------- John T. Wiegand /s/ Mauricio Zambrano ------------------------------------------------- Mauricio Zambrano FALCON SOLUTIONS, Ltd. By: /s/ Gonzalo Lacalle /s/ Mariano Scola ---------------------------------------------- Name: Gonzalo Lacalle Mariano Scola ------------------------------------------- Title: Director Director ------------------------------------------- 6 ANNEX 1 ------- Each Shareholder beneficially owns and has voting control over the following capital stock of the Company: Shareholder Address for Notice Capital Stock - ----------- ------------------ ------------- Desarollo Integrado, Blvd. Diaz Ordaz #200 0 S.A. de C.V. Col. Santa Maria Monterrey, N.L. CP 64650 Attn: Mauricio Zambrano Louis M. Brown, Jr. c/o Precision Auto Care, Inc. 2,725,380 748 Miller Drive, S.E. Leesburg, Virginia 20175 106 Ebbtide Drive Arthur C. Kellar North Palm Beach, Florida 33408 1,849,594 Woodley A. Allen 2831 Rifle Ridge Road 29,588 Oakton, Virginia 22124 Lynn E. Caruthers c/o Caruthers Properties, Ltd. 216,906 4600 North Fairfax Drive, Suite 1000 Arlington, Virginia 22203 Bernard H. Clineburg 2707 North Wakefield Street 26,097 Arlington, Virginia 22204 John D. Sanders, Ph.D. 2500 Virginia Avenue 88,200 Watergate East - 1408-S Washington, D.C. 20037 Bassam N. Ibrahim 1555 Shelford Ct. 20,348 Vienna, Virginia 22182 Robert R. Falconi c/o Precision Auto Care, Inc. 344,779 748 Miller Drive, S.E. Leesburg, Virginia 20175 John T. Wiegand 43289 Hill Head Place 16,250 Leesburg, Virginia 20176-3903 Falcon Solutions, Ltd. Blvd. Diaz Ordaz #200 1,824,594 Col. Santa Maria Monterrey, N.L. CP 64650 Attn: Mauricio Zambrano Mauricio Zambrano Blvd. Diaz Ordaz #200 3,597 Col. Santa Maria Monterrey, N.L. CP 64650 EXHIBIT A --------- IRREVOCABLE PROXY The undersigned Shareholder of Precision Auto Care, Inc., a Virginia corporation (the "Company"), hereby irrevocably appoints Robert R. Falconi, Frederick F. Simmons and Everett Casey, and each of them, as the sole and exclusive attorneys and proxies of the undersigned, with full power of substitution and resubstitution, to the full extent of the undersigned's rights with respect to the voting of the Shares and New Shares on the matters described below (and on no other matter), until such time as the Voting Agreement shall be terminated in accordance with its terms. Upon the execution hereof, all prior proxies given by the undersigned with respect to the Shares and any and all other shares or securities issued or issuable in respect thereof on or after the date hereof are hereby revoked and no subsequent proxies will be given. This proxy is irrevocable (to the fullest extent permitted by law and subject to the termination of the Proxy as set forth in Section 5 of the Voting Agreement of even date among certain shareholders of the Company (the "Voting Agreement")) , is granted pursuant to the Voting Agreement, is granted in consideration of Precision Funding, Desarollo, Kellar and the Company entering into that certain Exchange Agreement and is coupled with an interest. The attorneys and proxies named above will be empowered at any time prior to the termination of this proxy pursuant to Section 5 of the Voting Agreement to exercise all voting rights (including, without limitation, the power to execute and deliver written consents with respect to the Shares and the New Shares) of the undersigned at the Meeting and at any Subsequent Meeting, and in every written consent in lieu of any such meeting, to vote the Shares and the New Shares: (i) in favor of approval of the Proposal or any similar proposal including all actions contemplated thereby and all actions necessary or desirable in furtherance thereof; and (ii) against any proposal made in opposition to, or in competition with, the Proposal or any similar proposal (collectively, the matters identified in clauses "(i)" and "(ii)" hereof are referred to herein as the "Specified Matters"). The attorneys and proxies named above shall exercise this proxy only to vote the Shares and any New Shares in respect of the Specified Matters at any time prior to the termination of this proxy pursuant to Section 5 of the Voting Agreement, at the Meeting and at any Subsequent Meeting and in every written consent in lieu of such meeting. The undersigned Shareholder may vote the Shares and New Shares on all matters other than the Specified Matters. Any obligation of the undersigned hereunder shall be binding upon the successors and assigns of the undersigned. All capitalized terms used herein and not otherwise defined shall have the meaning assigned to such term in the Voting Agreement. This proxy is irrevocable and coupled with an interest. Dated: October 29, 2002 Signature of Shareholder: ----------------------------------------------------- Print Name of Shareholder: ---------------------------------------------------- ***PROXY*** -----END PRIVACY-ENHANCED MESSAGE-----