UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
AMENDMENT NO. 3
TO
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)
PARTSBASE, INC.
(Name of Issuer)
Common Stock - $.001 Par Value
(Title of Class of Securities)
70214P 109
(CUSIP Number)
Robert A. Hammond, Jr.
905 Clint Moore Road
Boca Raton, Florida 33487
(561) 953-0700
(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)
August 26, 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 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 [_].
SCHEDULE 13D
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CUSIP No. 70214P 109 | |Page 2 of 8 Pages
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1 | NAME OF REPORTING PERSON
| S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
|
| Robert A. Hammond, Jr.
| Social Security # - 034-44-8726
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2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a): [ ]
| (b) [x]
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3 | SEC USE ONLY
|
|
|
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4 | SOURCE OF FUNDS*
|
| PF
|
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5 | CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT
| TO ITEMS 2(d) or 2(e) [ ]
|
|
|
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6 | CITIZENSHIP OR PLACE OF ORGANIZATION
|
| United States
|
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Number of | 7 | SOLE VOTING POWER
Shares | | 9,150,000 shares of common stock
Beneficially |----------------------------------------------------------------
Owned by | 8 | SHARED VOTING POWER
Each | | 0
Reporting |----------------------------------------------------------------
Person | 9 | SOLE DISPOSITIVE POWER
With | | 9,150,000 shares of common stock
|----------------------------------------------------------------
|10 | SHARED DISPOSITIVE POWER
| | 0
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11| AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
|
| 9,150,000 shares of common stock
|
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12| CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES* [ }
|
|
|
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13| PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
|
| Approximately 64.77% of the issued and outstanding common stock.
|
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14 | TYPE OF REPORTING PERSON*
|
| IN
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SCHEDULE 13D
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CUSIP No. 70214P 109 | |Page 3 of 8 Pages
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1 | NAME OF REPORTING PERSON
| S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
|
| R. Hammond LLP.
| IRS Identification No.: 760-60-6066
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|
2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a): [ ]
| (b) [x]
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|
3 | SEC USE ONLY
|
|
|
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|
4 | SOURCE OF FUNDS*
|
| WC
|
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|
5 | CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT
| TO ITEMS 2(d) or 2(e) [ ]
|
|
|
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6 | CITIZENSHIP OR PLACE OF ORGANIZATION
|
| Texas, United States
|
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Number of | 7 | SOLE VOTING POWER
Shares | | 0 shares of common stock
Beneficially |----------------------------------------------------------------
Owned by | 8 | SHARED VOTING POWER
Each | | 4,500,000
Reporting |----------------------------------------------------------------
Person | 9 | SOLE DISPOSITIVE POWER
With | | 0 shares of common stock
|----------------------------------------------------------------
|10 | SHARED DISPOSITIVE POWER
| | 4,500,0000
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|
11| AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
|
| 4,500,000 shares of common stock
|
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|
12| CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES* [ }
|
|
|
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13| PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
|
| Approximately 32.2% of the issued and outstanding common stock.
|
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14 | TYPE OF REPORTING PERSON*
|
| PN
|
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ATTACHMENT
CUSIP No. 70214P 109
Item 4. Purpose of Transaction.
As disclosed on Schedule 13D filed by the Reporting Persons on April 10,
2002 (the "Initial Schedule"), as amended on Amendment No. 1 to Schedule 13D
filed on May 3, 2002 ( "Amendment No. 1") and Amendment No. 2 to Schedule 13D
filed on June 3, 2002 ("Amendment No. 2"), the Reporting Persons submitted a
proposal to the Board of Directors of PartsBase on April 5, 2002, a copy of
which is attached to the Initial Schedule (the "April 5th Proposal Letter"),
pursuant to which the Reporting Persons, through a company to be formed, would
acquire all of the outstanding shares of common stock of PartsBase, in
accordance with the terms and conditions set forth therein. The April 5th
Proposal Letter set the price to be paid in the proposed merger at $1.02 per
share. On May 30, 2002, the Reporting Persons submitted a proposal to the Board
of Directors, a copy of which is attached to Amendment No. 2 (the "May 30th
Proposal Letter") increasing the price to be paid in the proposed merger from
$1.02 per share to $1.25 per share.
Item 6. Contracts, Arrangements, Understandings or Relationships with Respect
to securities of the Issuer.
On August 26, 2002, the Board of Directors of PartsBase approved the
transaction with the Reporting Persons described in Item 4 above, based upon a
purchase price of $1.41 per share. On August 26, 2002, PartsBase and the
Reporting Persons entered into an Agreement and Plan of Merger setting forth the
terms of their agreement, as further described in the PartsBase press release
dated August 26, 2002, a copy of which is attached hereto as Exhibit B.
Item 7. Material to be Filed as an Exhibit.
Exhibit A - Joint Filing Agreement dated April 5, 2002 by and between
the Reporting Persons.
Exhibit B - Press Release announcing execution of Agreement and Plan
of Merger, dated August 26, 2002.
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: August 27, 2002 /s/ Robert A. Hammond, Jr.
--------------------------
Robert A. Hammond, Jr.
R. Hammond, L.P.
By:/s/ Robert A. Hammond, Jr.
--------------------------
Robert A. Hammond, Jr.
General Partner
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Exhibit A
Joint Filing Agreement
In accordance with Rule 13d-1(k)(1) under the Securities Exchange Act of
1934, as amended, each of the undersigned parties hereby agree to file jointly
the statement on Schedule 13D (including any amendments thereto) with respect to
the Common Stock, $.001 par value per share, of PartsBase, Inc.
It is understood and agreed that each of the parties hereto is responsible
for the timely filing of such statement and any amendments thereto, and for the
completeness and accuracy of information concerning such party contained
therein, but such party is not responsible for the completeness and accuracy of
information concerning the other party unless such party knows or has reason to
believe that such information is inaccurate.
It is understood and agreed that a copy of this agreement shall be attached
as an exhibit to the statement on Schedule 13D, and any amendments thereto,
filed on behalf of the parties hereto.
Dated: April 5, 2002
/s/ Robert A. Hammond, Jr.
--------------------------
Robert A. Hammond, Jr.
R. Hammond, L.P.
By: /s/ Robert A. Hammond, Jr.
___________________________
Robert A. Hammond, Jr.
General Partner
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Exhibit B
Press Release
PartsBase Accepts Hammond Group's Offer to Purchase Company
Boca Raton, FL, August 26, 2002 /Bizwire/ -- PartsBase, Inc. (Nasdaq: PRTS),
today announced that it has entered into a definitive merger agreement with
Hammond I, Inc., a corporation wholly owned and controlled by Robert A. Hammond
Jr., the Chief Executive Officer, President, Chairman of the Board and majority
stockholder of PartsBase, Hammond Acquisition Corp., a wholly owned subsidiary
of Hammond I, Inc. and Robert A. Hammond Jr. (the "Agreement"). Under the terms
of the Agreement, Hammond Acquisition Corp. will merge with PartsBase and
PartsBase shall be the surviving corporation. The stockholders of PartsBase
(other than Mr. Hammond, those stockholders owned or controlled by Mr. Hammond
and stockholders of PartsBase who exercise their dissenters' rights under
Delaware law) will receive a cash payment of $1.41 per share of common stock.
The proposed transaction would result in the acquisition of all of the
outstanding shares of common stock of PartsBase (other than the shares owned or
controlled by Mr. Hammond). The closing of the proposed transaction is subject
to, among other things, (i) approval of the proposed transaction by the
affirmative vote of the majority of the outstanding shares of PartsBase and a
majority of the outstanding shares of Common Stock not beneficially owned or
controlled by Mr. Hammond not voting against the proposed transaction; (ii)the
financial advisor to PartsBase not revoking, modifying or changing its fairness
opinion delivered to PartsBase on August 26, 2002; (iii) receipt of any
regulatory approvals and third party consents; and (iv) the settlement of
pending class action litigation seeking to restrain the consummation of the
proposed transaction.
The proposed transaction may only be completed in accordance with applicable
state and federal laws including the Securities Act of 1933 and the Securities
Exchange Act of 1934, as amended.
This press release shall not constitute an offer or a solicitation of an offer
to buy or sell any securities of PartsBase or a solicitation regarding the
proposed transaction.
About PartsBase, Inc.
PartsBase, Inc. core business is as an online provider of Internet
business-to-business e-commerce services for the aviation industry.
RNpartners, Inc., a newly formed, wholly owned subsidiary, is a provider of
critical care registered nurses for temporary assignment to hospitals in
Miami/Dade, Hillsborough, Orange, Palm Beach and Broward counties of the State
of Florida.
This announcement contains forward-looking statements that involve risks and
uncertainties, including those relating to competition from other service
providers, the company's ability to grow its subscriber and hospital base, to
offer new functionality so that it will be accepted by the aviation marketplace
and to attract a sufficient number of registered nurses in a limited talent
pool. Actual results may differ materially from the results predicted and
reported results should not be considered as an indication of future
performance. The potential risks and uncertainties include, among others, the
increasingly competitive and constantly changing nature of the
business-to-business e-commerce market. More information about potential factors
that could affect the company's business and financial results is included in
the Company's Registration Statement on Form S-1 (SEC File No. 333-94337), as
amended, and the Company's reports filed pursuant to the Securities Exchange Act
of 1934, including, without limitation, under the captions, "Management's
Discussion and Analysis of Financial Condition and Results of Operations", "Risk
Factors", and "Competition", which are on file with the SEC
(http://www.sec.gov).
SOURCE PartsBase, Inc.
It is expected that PartsBase will file, among other things, a Proxy Statement
with the SEC in connection with the proposed transaction and will mail the Proxy
Statement to stockholders of PartsBase. Stockholders are urged to read the Proxy
Statement carefully when it is available. The Proxy Statement will contain
important information about PartsBase, the proposed transaction and related
matters. Stockholders will be able to obtain free copies of these documents
through the website maintained by the SEC at http://www.sec.gov. Free copies of
the Proxy Statement, when available, may be also obtained from PartsBase by
contacting the person identified below.
In addition to the Proxy Statement, PartsBase files annual, quarterly and
special reports, proxy statements and other information with the SEC. You may
read and copy any reports, statements, and other information filed by PartsBase
at the SEC public reference room at 450 Fifth Street, N.W. Washington, D.C.
20549. PartsBase's filings with the SEC are also available to the public from
commercial document-retrieval services and at the website maintained by the SEC
at http://www.sec.gov.
Contact: For more information on PartsBase:
Mark Weicher, Chief Financial Officer (mweicher@partsbase.com)
Phone: 561.953.0702 Fax: 561.953.0786