-----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, G3PRDa3+qdxb+h/4Uwf2VMRLR/Uqz5kbC0l12dA1R9EYDviUEctHg3mYgcZBhDaj OWzy3D0tDkAx6cj9j6aavg== 0000950123-04-009589.txt : 20040811 0000950123-04-009589.hdr.sgml : 20040811 20040811150209 ACCESSION NUMBER: 0000950123-04-009589 CONFORMED SUBMISSION TYPE: SC 13D/A PUBLIC DOCUMENT COUNT: 2 FILED AS OF DATE: 20040811 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: MILLER LLOYD I III CENTRAL INDEX KEY: 0000949119 FILING VALUES: FORM TYPE: SC 13D/A BUSINESS ADDRESS: STREET 1: 4650 GORDON DRIVE CITY: NAPLES STATE: FL ZIP: 33940 BUSINESS PHONE: 9412628577 SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: Remote Dynamics Inc CENTRAL INDEX KEY: 0000944400 STANDARD INDUSTRIAL CLASSIFICATION: RADIO TELEPHONE COMMUNICATIONS [4812] IRS NUMBER: 510352879 STATE OF INCORPORATION: DE FISCAL YEAR END: 0831 FILING VALUES: FORM TYPE: SC 13D/A SEC ACT: 1934 Act SEC FILE NUMBER: 005-47033 FILM NUMBER: 04966854 BUSINESS ADDRESS: STREET 1: 1155 KAS DRIVE STREET 2: STE 100 CITY: RICHARDSON STATE: TX ZIP: 75081 BUSINESS PHONE: 9723012000 MAIL ADDRESS: STREET 1: 1155 KAS DRIVE STREET 2: STE 100 CITY: RICHARDSON STATE: TX ZIP: 75081 FORMER COMPANY: FORMER CONFORMED NAME: MINORPLANET SYSTEMS USA INC DATE OF NAME CHANGE: 20030417 FORMER COMPANY: FORMER CONFORMED NAME: MINORPLANET SYSTEMS USA DATE OF NAME CHANGE: 20020729 FORMER COMPANY: FORMER CONFORMED NAME: AT TRACK COMMUNICATIONS INC DATE OF NAME CHANGE: 20000425 SC 13D/A 1 y00188sc13dza.txt AMENDMENT NO. 1 TO SCHEDULE 13D SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE 13D (Rule 13d-101) INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT TO RULE 13D-1(A) AND AMENDMENTS THERETO FILED PURSUANT TO RULE 13D-2(A) (AMENDMENT NO. 1)* REMOTE DYNAMICS, INC. - -------------------------------------------------------------------------------- (Name of Issuer) COMMON STOCK, $.01 par value - -------------------------------------------------------------------------------- (Title of Class of Securities) 75962A105 - -------------------------------------------------------------------------------- (CUSIP Number) LLOYD I. MILLER, III, 4550 GORDON DRIVE, NAPLES, FLORIDA, 34102 (TEL) (239) 263-8860 - -------------------------------------------------------------------------------- (Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications) JULY 29, 2004 - -------------------------------------------------------------------------------- (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 [ ]. NOTE: Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. See Rule 13d-7 for other parties to whom copies are to be sent. (Continued on following pages) (Page 1 of 7 pages) - ---------------- *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 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). SCHEDULE 13D CUSIP NO. 75962A105 PAGE 2 OF 7 - -------------------------------------------------------------------------------- 1 NAME OF REPORTING PERSON S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON Lloyd I. Miller, III ###-##-#### - -------------------------------------------------------------------------------- 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (A) [ ] (B) [ ] - -------------------------------------------------------------------------------- 3 SEC USE ONLY - -------------------------------------------------------------------------------- 4 SOURCE OF FUNDS* PF-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 - -------------------------------------------------------------------------------- 7 SOLE VOTING POWER NUMBER OF 0*** SHARES ---------------------------------------------------------------- BENEFICIALLY 8 SHARED VOTING POWER OWNED BY 0*** EACH ---------------------------------------------------------------- 9 SOLE DISPOSITIVE POWER REPORTING 0*** PERSON ---------------------------------------------------------------- WITH 10 SHARED DISPOSITIVE POWER 0*** - -------------------------------------------------------------------------------- 11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 0 - -------------------------------------------------------------------------------- 12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES* [ ] - -------------------------------------------------------------------------------- 13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 0% - -------------------------------------------------------------------------------- 14 TYPE OF REPORTING PERSON IN-IA-OO** - -------------------------------------------------------------------------------- *SEE INSTRUCTIONS BEFORE FILLING OUT! **SEE RESPONSE TO ITEM 3, HEREIN. ***SEE RESPONSE TO ITEM 5(A), HEREIN. PAGE 3 OF 7 ITEM 1. SECURITY AND ISSUER This constitutes Amendment No. 1 (the "Amendment") to the statement on Schedule 13D filed on behalf of Lloyd I. Miller, III (the "Reporting Person") dated July 12, 2004 relating to the Common Stock, par value $0.01 of Remote Dynamics, Inc. (the "Shares"). Remote Dynamics, Inc. (the "Company") has its principal executive offices at 1155 Kas Drive, Suite 100, Richardson Texas. Unless specifically amended hereby, the disclosure set forth in the Statement shall remain unchanged ITEM 3. SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATIONS Item 3 of the Statement is hereby amended and restated in its entirety to read as follows: "As described in response to Item 4 below, the Reporting Person does not own any Shares." ITEM 4. PURPOSE OF THE TRANSACTION Item 4 of the Statement is hereby amended by adding the following: "The Reporting Person is filing this Amendment to report that on or about July 28, 2004 (i) he entered into a letter agreement with the Company (the "Letter Agreement"), in substantially the form attached hereto as Exhibit A, pursuant to which he sold all of his Shares resulting in a material change to the percentage of Shares beneficially owned by him and (ii) he has resigned as a director from the board of directors of the Company." ITEM 5. INTEREST IN SECURITIES OF THE ISSUER ITEM 5 OF THE STATEMENT IS HEREBY AMENDED AND RESTATED IN ITS ENTIRETY TO READ AS FOLLOWS: "(A) THE REPORTING PERSON IS DEEMED TO BENEFICIALLY OWN 0 SHARES. (B) NOT APPLICABLE. (C) THE FOLLOWING TRANSACTIONS WERE EFFECTED BY THE REPORTING PERSON IN THE PAST 60 DAYS: TRUST A-3 DATE OF TRANSACTION NUMBER OF SHARES SOLD PRICE PER SHARE JULY 29, 2004 15,682 $2.00 TRUST A-4 DATE OF TRANSACTION NUMBER OF SHARES SOLD PRICE PER SHARE JULY 29, 2004 589,646 $2.00 PAGE 4 OF 7 MILFAM I L.P. DATE OF TRANSACTION NUMBER OF SHARES SOLD PRICE PER SHARE JULY 29, 2004 109,775 $2.00 MILFAM II L.P. DATE OF TRANSACTION NUMBER OF SHARES SOLD PRICE PER SHARE JULY 29, 2004 136,434 $2.00 CRIDER GST DATE OF TRANSACTION NUMBER OF SHARES SOLD PRICE PER SHARE JULY 29, 2004 17,250 $2.00 CATHERINE GST DATE OF TRANSACTION NUMBER OF SHARES SOLD PRICE PER SHARE JULY 29, 2004 15,682 $2.00 KIMBERLY GST DATE OF TRANSACTION NUMBER OF SHARES SOLD PRICE PER SHARE JULY 29, 2004 15,682 $2.00 LLOYD GST DATE OF TRANSACTION NUMBER OF SHARES SOLD PRICE PER SHARE JULY 29, 2004 76,842 $2.00 LLOYD MILLER DATE OF TRANSACTION NUMBER OF SHARES SOLD PRICE PER SHARE JULY 29, 2004 217,981 $2.00 PAGE 5 OF 7 (D) NOT APPLICABLE. (E) NOT APPLICABLE." ITEM 6. CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR RELATIONSHIPS WITH RESPECT TO SECURITIES OF THE ISSUER. THE LETTER AGREEMENT PROVIDES IN PERTINENT PART, THE FOLLOWING: In furtherance of the business and strategic objectives of Remote Dynamics (the "Company" or "Buyer"), the Company has offered to purchase, and you and certain affiliated entities named on the signature pages of this letter agreement ("Sellers") have agreed to sell, an aggregate of 929,948 shares (the "Shares") of common stock of the Company, par value $0.01 per share (the "Common Stock"). ITEM 7. MATERIALS TO BE FILED EXHIBITS. EXHIBIT A - LETTER AGREEMENT DATED JULY 28, 2004 PAGE 6 OF 7 AFTER REASONABLE INQUIRY AND TO THE BEST OF MY KNOWLEDGE AND BELIEF, I CERTIFY THAT THE INFORMATION SET FORTH IN THIS STATEMENT IS TRUE, COMPLETE AND CORRECT. DATED: AUGUST 11, 2004 BY: /S/ LLOYD I. MILLER, III ------------------------ PAGE 7 OF 7 EXHIBIT INDEX
EXHIBIT DOCUMENT ------- -------- EXHIBIT A LETTER AGREEMENT
EX-99.A 2 y00188exv99wa.txt LETTER AGREEMENT EXHIBIT A July 28, 2004 Mr. Lloyd I. Miller, III 4550 Gordon Drive Naples, FL 34102-7914 Dear Mr. Miller: In furtherance of the business and strategic objectives of Remote Dynamics (the "Company" or "Buyer"), the Company has offered to purchase, and you and certain affiliated entities named on the signature pages of this letter agreement ("Sellers") have agreed to sell, an aggregate of 929,948 shares (the "Shares") of common stock of the Company, par value $0.01 per share (the "Common Stock"). You and the other Sellers received such shares (the "Shares") in exchange for previously existing debt of the Company that was previously issued under the Company's indenture for the 13.75% Notes due September 15, 2005. The Shares were acquired by the Sellers under the Third Amended Plan of Reorganization (the "Plan") of Minorplanet Systems USA, Inc., Caren (292) Limited, and Minorplanet Systems USA Limited, confirmed by the U.S. Bankruptcy Court for the Northern District of Texas-Dallas Division, effective July 2, 2004. In connection with the Plan, each share of Common Stock was stipulated to be valued at $3.62. In connection with the purchase and sale of the Shares under this letter agreement (the "Sale"), and for good and valuable consideration, the Company and Sellers agree as follows: - Each of the Sellers hereby sells, assigns, transfers, conveys and delivers to Buyer, and Buyer hereby purchases and accepts the assignment, transfer, conveyance and delivery from Seller of, all right, title and interest of such Seller in and to the number of Shares set forth for such Seller on the signature pages hereof, and Buyer hereby agrees to pay to Seller a purchase price of $2.00 per share by wire transfer in immediately available funds, or an aggregate purchase price set forth for each Seller on the signature page hereof. The wire instructions have been provided for each Seller in writing to the Buyer. - Each of the Sellers represents and warrants that such Seller owns the number of Shares set forth for such Seller on the signature pages hereof, free and clear of all security interests, liens, claims, charges, options or other encumbrance or restriction of any kind (collectively, a "Lien"), other than Liens on securities held in margin accounts to be terminated on or prior to the date hereof and any Liens that may be created by Buyer. - The undersigned Lloyd I. Miller, III, represents and warrants that he is authorized to sign this letter agreement on behalf of each of the Sellers. - This letter agreement and the transactions set forth herein have been authorized and approved by all required corporate actions of the Company, including approval by a Special Committee of the Board of Directors of the Company consisting of directors that have no interest in the Sale. - The relationship between Sellers and Buyer shall be that of seller and buyer. Neither the Sellers nor the Buyer is a trustee or agent for the other. As of the effective time of this letter agreement, Mr. Miller has resigned as a director of the Company, and neither the Sellers nor the Buyer have any fiduciary obligations or duty to the other. This letter agreement shall not be construed to create a partnership or joint venture between the parties. - Sellers and Buyer have conducted an independent evaluation of the Company and the Sale, and each party has had an opportunity to ask questions of the other party. Neither Sellers nor Buyer shall have any responsibility or liability with respect to the disclosure or nondisclosure of any information regarding the Company or the Sale, provided that such information, if any, does not affect the truth or accuracy of the representations or warranties contained in this letter agreement. - Each Seller jointly and severally represents and warrants to the Company that none of the Sellers is presently in possession of any material non-public information that would prohibit them from disposing of their respective Shares, and the Company represents and warrants to each of the Sellers that the Company is not presently in possession of any material nonpublic information that would prohibit the Company from acquiring the Shares, under Section 10(b) of the Securities Exchange Act of 1934, as amended, Rule 10b-5 promulgated thereunder and other related SEC rules and interpretations. This letter agreement may be executed in any number of counterparts, by facsimile or by original signature, and each such counterpart hereof shall be deemed to be an original instrument. All such counterparts together shall constitute one agreement. Very truly yours, /s/ Dennis R. Casey President and Chief Executive Officer Remote Dynamics Incorporated 1155 Kas Drive, Suite 100 Richardson, TX 75081 Agreed to: /s/ Lloyd I. Miller, III - ----------------------------- Lloyd I. Miller, III Dated as of July 28, 2004 Agreed to: TRUST A-3 By: /s/ Lloyd I. Miller, III ------------------------- Name: Lloyd I. Miller, III Title: Investment Advisor Number of Shares: 15,682 Proceeds: $31,364 TRUST A-4 By: /s/ Lloyd I. Miller, III ------------------------- Name: Lloyd I. Miller, III Title: Investment Advisor Number of Shares: 324,620 Proceeds: $649,240 LLOYD CRIDER - IRREVOCABLE TRUST AGREEMENT By: /s/ Lloyd I. Miller, III ------------------------- Name: Lloyd I. Miller, III Title: Trustee Number of Shares: 17,250 Proceeds: $34,500 CATHERINE C. MILLER - IRREVOCABLE TRUST AGREEMENT By: /s/ Lloyd I. Miller, III ------------------------- Name: Lloyd I. Miller, III Title: Trustee Number of Shares: 15,682 Proceeds: $31,364 KIMBERLY MILLER - IRREVOCABLE TRUST AGREEMENT By: /s/ Lloyd I. Miller, III ------------------------- Name: Lloyd I. Miller, III Title: Trustee Number of Shares: 15,682 Proceeds: $31,364 LLOYD I. MILLER, III - IRREVOCABLE TRUST AGREEMENT By: /s/ Lloyd I. Miller, III ------------------------- Name: Lloyd I. Miller, III Title: Trustee Number of Shares: 76,842 Proceeds: $153,684 MILFAM I L.P. By: Milfam LLC, as General Partner By: /s/ Lloyd I. Miller, III ------------------------- Name: Lloyd I. Miller, III Title: Manager Number of Shares: 109,775 Proceeds: $219,550 MILFAM II L.P. By: Milfam LLC, as General Partner By: /s/ Lloyd I. Miller, III ------------------------- Name: Lloyd I. Miller, III Title: Manager Number of Shares: 136,434 Proceeds: $272,868 LLOYD I. MILLER, III By: /s/ Lloyd I. Miller, III ------------------------ Name: Lloyd I. Miller, III Number of Shares: 186,617 Proceeds: $373,234 LLOYD I. MILLER, III By: /s/ Lloyd I. Miller, III ------------------------ Name: Lloyd I. Miller, III Number of Shares: 31,364 Proceeds: $62,728 -----END PRIVACY-ENHANCED MESSAGE-----