<PAGE>
Proof dated as of July 14, 1997
FILE NO. 005-49223
===============================================================================
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
------------------
SCHEDULE 13E-3
AMENDMENT NO. 3
RULE 13E-3 TRANSACTION STATEMENT
(Pursuant to Section 13(e) of the Securities Exchange Act of 1934)
------------------
DECISIONONE HOLDINGS CORP.
(Name of Issuer)
------------------
DECISIONONE HOLDINGS CORP.
KENNETH DRAEGER
QUAKER HOLDING CO.
DLJ MERCHANT BANKING PARTNERS II, L.P.
DLJ OFFSHORE PARTNERS II, C.V.
DLJ DIVERSIFIED PARTNERS, L.P.
DLJMB FUNDING II, INC.
DLJ MERCHANT BANKING PARTNERS II-A, L.P.
DLJ DIVERSIFIED PARTNERS-A L.P.
DLJ EAB PARTNERS, L.P.
DLJ MILLENNIUM PARTNERS, L.P.
DLJ MILLENNIUM PARTNERS-A, L.P.
UK INVESTMENT PLAN 1997 PARTNERS
DLJ FIRST ESC L.L.C.
(Name of Persons Filing Statement)
COMMON STOCK, $0.01 PAR VALUE 13-345409
(Title of Class of Securities) (I.R.S. Employer Identification Number)
------------------
KENNETH DRAEGER
CHAIRMAN AND CHIEF EXECUTIVE OFFICER
DECISIONONE HOLDINGS CORP.
50 EAST SWEDESFORD ROAD
FRAZER, PENNSYLVANIA 19355
(610) 296-6000
(Name, Address and Telephone Number of Persons Authorized to Receive Notices
and Communications on Behalf of the Persons Filing Statement)
------------------
COPIES TO:
DAVID R. KING, ESQ. GEORGE R. BASON, JR., ESQ.
MORGAN, LEWIS & BOCKIUS DAVIS POLK & WARDWELL
2000 ONE LOGAN SQUARE 450 LEXINGTON AVENUE
PHILADELPHIA, PA 19103 NEW YORK, NY 10017
JUNE 2, 1997
(Date Proxy Statement First Published, Sent or Given to Security Holders)
------------------
This statement is filed in connection with (check the appropriate box):
a. [X] The filing of solicitation materials or an information statement
subject to Regulation 14A, Regulation 14C or Rule 13e-3(c) under the
Securities Exchange Act of 1934.
b. [ ] The filing of a registration statement under the Securities Act of
1933.
c. [ ] A tender offer.
d. [ ] None of the above.
Check the following box if the soliciting materials or information statement
referred to in checking box (a) are preliminary copies: [X].
===============================================================================
<PAGE>
DecisionOne Holdings Corp., a Delaware corporation (the "Company") Kenneth
Draeger, Chairman and Chief Executive Officer of the Company, Quaker Holding
Co. ("MergerSub"), a Delaware corporation and DLJ Merchant Banking Partners
II, L.P. ("DLJMB"), a Delaware limited partnership, DLJ Offshore Partners II,
C.V. ("Offshore"), a Netherlands Antilles limited partnership, DLJ
Diversified Partners, L.P. ("Diversified"), a Delaware limited partnership,
DLJMB Funding II, Inc. ("Funding"), a Delaware corporation, DLJ Merchant
Banking Partners II-A, L.P. ("DLJMB-A"), a Delaware limited partnership, DLJ
Diversified Partners-A L.P. ("Diversified-A"), a Delaware limited
partnership, DLJ EAB Partners, L.P. ("EAB"), a Delaware limited partnership,
DLJ Millennium Partners, L.P. ("Millennium"), a Delaware limited partnership,
DLJ Millennium Partners-A, L.P. ("Millennium-A"), a Delaware limited
partnership, UK Investment Plan 1997 Partners ("UK Partners"), a Delaware
partnership, and DLJ First ESC L.L.C. ("DLJ First"), a Delaware limited
liability company, hereby submit Amendment No. 3 to their Rule 13e-3
Transaction Statement on Schedule 13E-3 (as amended, the "Statement"). The
Statement relates to a proposed Agreement and Plan of Merger dated as of May
4, 1997 (the "Merger Agreement") among the Company and MergerSub pursuant to
which MergerSub will be merged with and into the Company (the "Merger").
Pursuant to the Merger, each share (a "Share") of common stock, par value
$0.01 per share, of the Company issued and outstanding immediately prior to
the effective time of the Merger (other than (i) Shares held by the Company
as treasury stock or owned by MergerSub, which Shares shall be canceled, and
(ii) Shares as to which appraisal rights have been exercised) will be,
subject to certain limitations, converted at the election of the holder
thereof, subject to the terms described in the proxy statement/prospectus of
the Company (the "Proxy Statement/Prospectus"), into (a) the right to receive
$23.00 in cash, or (b) the right to retain one fully paid and nonassessable
share of common stock of the Company following the Merger.
This Statement is intended to satisfy the reporting requirements of
Section 13(e) of the Securities Exchange Act of 1934, as amended (the
"Exchange Act"). The Proxy Statement/Prospectus was filed by the Company with
the Securities and Exchange Commission (the "Commission") immediately prior
to the filing of this Statement.
The cross reference sheet below is being supplied pursuant to General
Instruction F to Schedule 13E-3 and shows the location in the Proxy
Statement/Prospectus of the information required to be included in response
to the items of this Statement. The information in the Proxy
Statement/Prospectus, including all exhibits thereto, is hereby expressly
incorporated herein by reference and the responses to each item in this
Statement are qualified in their entirety by the information contained in the
Proxy Statement/Prospectus.
2
<PAGE>
CROSS-REFERENCE SHEET
<TABLE>
<CAPTION>
ITEM IN
SCHEDULE 13E-3 WHERE LOCATED IN THE PROXY STATEMENT/PROSPECTUS
-------------- -----------------------------------------------
<S> <C>
Item 1(a) Cover Page; SUMMARY AND SPECIAL FACTORS--The Company
Item 1(b) DESCRIPTION OF COMPANY CAPITAL STOCK--General; THE SPECIAL MEETING--Record
Date;--Vote Required
Item 1(c)-(d) PRICE OF THE COMMON STOCK; FINANCIAL STATEMENTS OF THE
COMPANY--Consolidated Statements of Shareholder's Equity; Notes to
Consolidated Financial Statements: Note 15, Shareholder's Equity and
Redeemable Preferred Stock
Item 1(e) FINANCIAL STATEMENTS OF THE COMPANY--Notes to Consolidated Financial
Statements:
Note 15, Shareholder's Equity and Redeemable Preferred Stock
Item 1(f) **
Item 2(a)-(g) This Amendment No. 3 to Schedule 13E-3 is being filed by the issuer,
Kenneth Draeger, MergerSub, DLJMB, Offshore, Diversified, Funding, DLJMB-A,
Diversified-A, EAB, Millennium, Millennium-A, UK Partners and DLJ First.
Item 3(a)(1)-(2) **
Item 3(b) THE MERGER--Background of the Merger;--Effect on Stock and Employee
Benefits Matters;--Interests of Certain Persons in the Merger; DIRECTORS
AND EXECUTIVE OFFICERS OF THE COMPANY; SECURITY OWNERSHIP OF CERTAIN
BENEFICIAL OWNERS AND MANAGEMENT; CERTAIN RELATIONSHIPS AND TRANSACTIONS;
COMPENSATION OF EXECUTIVE OFFICERS AND DIRECTORS; CERTAIN PROVISIONS OF THE
VOTING AGREEMENT
Item 4(a) Pages i-ii; SUMMARY AND SPECIAL FACTORS--The Merger; THE MERGER; CERTAIN
PROVISIONS OF THE MERGER AGREEMENT; CERTAIN PROVISIONS OF THE VOTING
AGREEMENT
Item 4(b) THE MERGER--Effect on Stock and Employee Benefits Matters; --Interests of
Certain Persons in the Merger
Item 5(a)-(g) SUMMARY AND SPECIAL FACTORS; RISK FACTORS; THE MERGER; DESCRIPTION OF
COMPANY CAPITAL STOCK; CERTAIN PROVISIONS OF THE MERGER AGREEMENT; CERTAIN
PROVISIONS OF THE VOTING AGREEMENT; MANAGEMENT FOLLOWING THE MERGER
Item 6(a), (c)(1)-(2) SUMMARY AND SPECIAL FACTORS--The Merger: Merger Consideration;--Merger
Financing; THE MERGER--Merger Consideration;--Merger Financing; CERTAIN
PROVISIONS OF THE MERGER AGREEMENT--Financing; MANAGEMENT'S DISCUSSION AND
ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS--Liquidity and
Capital Resources--Financing
3
<PAGE>
ITEM IN
SCHEDULE 13E-3 WHERE LOCATED IN THE PROXY STATEMENT/PROSPECTUS
-------------- -----------------------------------------------
Item 6(b) SUMMARY AND SPECIAL FACTORS--The Merger: Certain Fees and
Expenses;--Expenses; THE MERGER--Information Concerning the Company's
Financial Advisor; CERTAIN PROVISIONS OF THE MERGER AGREEMENT--Expenses;
MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF
OPERATIONS--Company History; FINANCIAL STATEMENTS OF THE COMPANY--Notes to
Consolidated Financial Statements: Note 5, Subsequent Event
Item 6(d) **
Item 7(a)-(c) SUMMARY AND SPECIAL FACTORS--The Special Meeting; THE
MERGER--Recommendation of the Board of Directors; Reasons for the Merger
Item 7(d) SUMMARY AND SPECIAL FACTORS; RISK FACTORS; THE MERGER--Federal Income Tax
Consequences;--Interests of Certain Persons in the Merger; CERTAIN
PROVISIONS OF THE MERGER AGREEMENT; MANAGEMENT FOLLOWING THE MERGER
Item 8(a)-(b) SUMMARY AND SPECIAL FACTORS--The Special Meeting; THE SPECIAL MEETING; THE
MERGER--Recommendation of the Board of Directors; Reasons for the
Merger;--Opinion of Financial Advisor; --Valuation of the Common
Stock;--Valuation of the Consideration to be Received in the
Merger;--Certain Projections of Future Operations and Other Information;
Annex C; PRICE OF THE COMMON STOCK; FINANCIAL STATEMENTS OF THE
COMPANY--Notes to Consolidated Financial Statements
Item 8(c) THE SPECIAL MEETING--Required Votes
Item 8(d) **
Item 8(e) SUMMARY AND SPECIAL FACTORS--The Special Meeting; THE
MERGER--Recommendation of the Board of Directors;--Reasons for the Merger
Item 8(f) **
Item 9(a)-(c) SUMMARY AND SPECIAL FACTORS--The Special Meeting; THE MERGER--Opinion of
Financial Advisor;--Valuation of the Common Stock;--Valuation of the
Consideration to be Received in the Merger; --Information Concerning the
Company's Financial Advisor; and Annex C
Item 10(a) SUMMARY AND SPECIAL FACTORS--The Merger; THE MERGER --Interests of Certain
Persons in the Merger; SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND
MANAGEMENT; COMPENSATION OF EXECUTIVE OFFICERS AND DIRECTORS
Item 10(b) **
Item 11 SUMMARY AND SPECIAL FACTORS--The Merger; THE MERGER; CERTAIN PROVISIONS OF
THE MERGER AGREEMENT; Annex A; CERTAIN PROVISIONS OF THE VOTING AGREEMENT;
Annex B; DESCRIPTION OF COMPANY CAPITAL STOCK; and COMPENSATION OF
EXECUTIVE OFFICERS AND DIRECTORS
4
<PAGE>
ITEM IN
SCHEDULE 13E-3 WHERE LOCATED IN THE PROXY STATEMENT/PROSPECTUS
-------------- -----------------------------------------------
Item 12(a)-(b) THE SPECIAL MEETING--Matters to be Considered;--Required Votes; CERTAIN
PROVISIONS OF THE VOTING AGREEMENT; Annex B
Item 13(a) SUMMARY AND SPECIAL FACTORS--The Merger; THE SPECIAL MEETING--Appraisal
Rights; DISSENTING STOCKHOLDERS' RIGHTS; Annex D
Item 13(b) **
Item 13(c) **
Item 14(a) SUMMARY AND SPECIAL FACTORS--Summary Selected Historical and Unaudited Pro
Forma Combined Condensed Financial Information; FINANCIAL STATEMENTS OF THE
COMPANY
Item 14(b) PRO FORMA FINANCIAL INFORMATION
Item 15(a)-(b) THE MERGER--Solicitation of Proxies
Item 16 **
Item 17(a) **
Item 17(b) Annex C
Item 17(c) Annex A; Annex A-1; Annex B
Item 17(d) **
Item 17(e) Annex D
Item 17(f) **
</TABLE>
- --------------
* The information requested by this item is not required to be included
in the Proxy Statement/Prospectus.
** The Item is inapplicable or the answer thereto is in the negative.
ITEM 1. ISSUER AND CLASS OF SECURITIES SUBJECT TO THE TRANSACTION
(a) The information set forth on the cover page of, and under "SUMMARY AND
SPECIAL FACTORS -- The Company" in the Proxy Statement/Prospectus is
incorporated herein by reference.
(b) The information set forth under "DESCRIPTION OF COMPANY CAPITAL STOCK
- -- General" and "THE SPECIAL MEETING -- Record Date; -- Vote Required" is
incorporated herein by reference.
(c)-(d) The information set forth under "PRICE OF THE COMMON STOCK", and
"FINANCIAL STATEMENTS OF THE COMPANY -- Consolidated Statements of
Shareholder's Equity", "Notes to Consolidated Financial Statements: Note 15,
Shareholder's Equity and Redeemable Preferred Stock" is incorporated herein
by reference.
(e) The information set forth under "FINANCIAL STATEMENTS OF THE COMPANY
- -- Notes to Consolidated Financial Statements: Note 15, Shareholder's Equity
and Redeemable Preferred Stock" is incorporated herein by reference.
(f) Not applicable.
ITEM 2. IDENTITY AND BACKGROUND
(a) This Amendment No. 3 to Schedule 13E-3 is being filed by the issuer,
Kenneth Draeger, MergerSub, DLJMB, Offshore, Diversified, Funding, DLJMB-A,
Diversified-A, EAB, Millennium, Millennium-A, UK Partners and DLJ First.
5
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(b) The information under "SUMMARY AND SPECIAL FACTORS -- The Company" and
"MERGERSUB AND DLJMB" is incorporated herein by reference.
(c)-(d) and (g) The information under "DIRECTORS AND EXECUTIVE OFFICERS OF
THE COMPANY" is incorporated herein by reference.
(e) None of the filing persons or any persons with respect to which
information is required to be disclosed pursuant to General Instruction C of
Schedule 13E-3 has, during the last five years, been convicted in a criminal
proceeding.
(f) None of the filing persons or any persons with respect to which
information is required to be disclosed pursuant to General Instruction C of
Schedule 13E-3 has, during the last five years, been a party to any civil
proceeding of the type described in item 2(f) of Schedule 13E-3.
ITEM 3. PAST CONTACTS, TRANSACTIONS OR NEGOTIATIONS
(a)(1)-(2) Not applicable.
(b) The information set forth under "THE MERGER -- Background of the
Merger; -- Effect on Stock and Employee Benefits Matters; -- Interests of
Certain Persons in the Merger", "DIRECTORS AND EXECUTIVE OFFICERS OF THE
COMPANY", "SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT",
"CERTAIN RELATIONSHIPS AND TRANSACTIONS", "COMPENSATION OF EXECUTIVE OFFICERS
AND DIRECTORS" and "CERTAIN PROVISIONS OF THE VOTING AGREEMENT" is
incorporated herein by reference.
ITEM 4. TERMS OF THE TRANSACTIONS
(a) The information set forth on pages i-ii and "SUMMARY AND SPECIAL
FACTORS -- The Merger", "THE MERGER", "CERTAIN PROVISIONS OF THE MERGER
AGREEMENT" and "CERTAIN PROVISIONS OF THE VOTING AGREEMENT" is incorporated
herein by reference.
(b) The information set forth under "THE MERGER -- Effect on Stock and
Employee Benefits Matters; -- Interests of Certain Persons in the Merger" is
incorporated herein by reference.
ITEM 5. PLANS OR PROPOSALS OF THE ISSUER OF AFFILIATE
(a)-(g) The information set forth under "SUMMARY AND SPECIAL FACTORS",
"RISK FACTORS", "THE MERGER", "DESCRIPTION OF COMPANY CAPITAL STOCK",
"CERTAIN PROVISIONS OF THE MERGER AGREEMENT", "CERTAIN PROVISIONS OF THE
VOTING AGREEMENT", and "MANAGEMENT FOLLOWING THE MERGER" is incorporated
herein by reference.
ITEM 6. SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION
(a), (c)(1)-(2) The information set forth under "SUMMARY AND SPECIAL
FACTORS -- The Merger: Merger Consideration; -- Merger Financing", "THE
MERGER --Merger Consideration; -- Merger Financing" and "CERTAIN PROVISIONS
OF THE MERGER AGREEMENT --Financing"; "MANAGEMENT'S DISCUSSION AND ANALYSIS
OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS -- Liquidity and Capital
Resources -- Financing" is incorporated herein by reference.
(b) The information set forth under "SUMMARY AND SPECIAL FACTORS -- The
Merger: Certain Fees and Expenses; -- Expenses", "THE MERGER -- Information
Concerning the Company's Financial Advisor", "CERTAIN PROVISIONS OF THE
MERGER AGREEMENT --Expenses", "MANAGEMENT'S DISCUSSION AND ANALYSIS OF
FINANCIAL CONDITION AND RESULTS OF OPERATIONS -- Company History" and
"FINANCIAL STATEMENTS OF THE COMPANY -Notes to Consolidated Financial
Statements: Note 5, Subsequent Event" is incorporated herein by reference.
6
<PAGE>
(d) Not applicable.
ITEM 7. PURPOSES, ALTERNATIVES, REASONS AND EFFECTS
(a)-(c) The information set forth under "SUMMARY AND SPECIAL FACTORS --
The Special Meeting", and "THE MERGER -- Recommendation of the Board of
Directors; Reasons for the Merger" is incorporated herein by reference.
(d) The information set forth under "SUMMARY AND SPECIAL FACTORS", "RISK
FACTORS", "THE MERGER", " -- Federal Income Tax Consequences", "--Interests
of Certain Persons in the Merger", "CERTAIN PROVISIONS OF THE MERGER
AGREEMENT", and "MANAGEMENT FOLLOWING THE MERGER" is incorporated herein by
reference.
ITEM 8. FAIRNESS OF THE TRANSACTIONS
(a)-(b) The information set forth under "SUMMARY AND SPECIAL FACTORS --
The Special Meeting; The Merger", "THE SPECIAL MEETING", "THE MERGER --
Recommendation of the Board of Directors; -- Reasons for the Merger; --
Opinion of Financial Advisor; -- Valuation of the Common Stock; -- Valuation
of the Consideration to be Received in the Merger", "Annex C", "PRICE OF THE
COMMON STOCK", and "FINANCIAL STATEMENTS OF THE COMPANY -- Notes to
Consolidated Financial Statements" is incorporated herein by reference.
(c) The information set forth under "THE SPECIAL MEETING -- Required
Votes" is incorporated herein by reference.
(d) No representative was hired solely on behalf of unaffiliated security
holders.
(e) The information set forth under "SUMMARY AND SPECIAL FACTORS -- The
Special Meeting", and "THE MERGER -- Recommendation of the Board of
Directors; Reasons for the Merger" is incorporated herein by reference.
(f) Not applicable.
ITEM 9. REPORTS, OPINIONS, APPRAISALS AND CERTAIN NEGOTIATIONS
(a)-(c) The information set forth under "SUMMARY AND SPECIAL FACTORS --
The Special Meeting", "THE MERGER -- Opinion of Financial Advisor; --
Valuation of the Common Stock; -- Valuation of the Consideration to be
Received in the Merger; -- Information Concerning the Company's Financial
Advisor", and "Annex C" is incorporated herein by reference.
ITEM 10. INTEREST IN SECURITIES OF THE ISSUER
(a) The information set forth under "SUMMARY AND SPECIAL FACTORS -- The
Merger", "THE MERGER -- Interests of Certain Persons in the Merger",
"SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT", and
"COMPENSATION OF EXECUTIVE OFFICERS AND DIRECTORS" is incorporated herein by
reference.
(b) No transactions of the type required to be disclosed by Item 10(b)
have been effected in the past 60 days.
ITEM 11. CONTRACTS, ARRANGEMENTS OR UNDERSTANDINGS WITH RESPECT TO THE
ISSUER'S SECURITIES
The information set forth under "SUMMARY AND SPECIAL FACTORS -- The
Merger", "THE MERGER", "CERTAIN PROVISIONS OF THE MERGER AGREEMENT", "Annex
A", "CERTAIN PROVISIONS OF THE VOTING AGREEMENT", "Annex B", "DESCRIPTION OF
COMPANY CAPITAL STOCK", "COMPENSATION OF EXECUTIVE OFFICERS AND DIRECTORS",
is incorporated herein by reference.
ITEM 12. PRESENT INTENTION AND RECOMMENDATION OF CERTAIN PERSONS WITH REGARD
TO THE TRANSACTION
(a)-(b) The information set forth under "THE SPECIAL MEETING -- Matters to
be Considered; -- Required Votes", "CERTAIN PROVISIONS OF THE VOTING
AGREEMENT" and "Annex B" is incorporated herein by reference.
7
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ITEM 13. OTHER PROVISIONS OF THE TRANSACTION
(a) The information set forth under "SUMMARY AND SPECIAL FACTORS -- The
Merger", "THE SPECIAL MEETING -- Appraisal Rights", "DISSENTING STOCKHOLDERS'
RIGHTS", and "Annex D" is incorporated herein by reference.
(b) Not applicable.
(c) **
ITEM 14. FINANCIAL INFORMATION
(a) The information set forth under "SUMMARY AND SPECIAL FACTORS --
Summary Selected Historical and Unaudited Pro Forma Combined Condensed
Financial Information" and "Financial Statements of the Company" is
incorporated herein by reference.
(b) The information set forth under "PRO FORMA FINANCIAL INFORMATION" and
"FINANCIAL STATEMENTS OF THE COMPANY" is incorporated herein by reference.
ITEM 15. PERSONS AND ASSETS EMPLOYED, RETAINED OR UTILIZED
(a)-(b) The information set forth under "THE MERGER -- Solicitation of
Proxies" is incorporated herein by reference.
ITEM 16. ADDITIONAL INFORMATION
Reference is hereby made to the Proxy Statement/Prospectus and to each
exhibit attached thereto, each of which is incorporated by reference herein.
ITEM 17. MATERIAL TO BE FILED AS EXHIBITS
(a) Not applicable.
(b)(1) Opinion of Smith Barney Inc. (incorporated by reference to Annex C
to the Proxy Statement/Prospectus).
(b)(2) Presentation by Smith Barney Inc. to the Board of Directors of
DecisionOne Holdings Corp. on May 4, 1997.
(c)(1) Agreement and Plan of Merger dated as of May 4, 1997 between
DecisionOne Holdings Corp. and Quaker Holding Co. (incorporated by reference
to Exhibit A to the Proxy Statement/Prospectus).
(c)(2) Voting Agreement and Irrevocable Proxy dated as of May 4, 1997
among DecisionOne Holdings Corp., Quaker Holding Co. and certain stockholders
of DecisionOne Holdings Corp. (incorporated by reference to Exhibit B to the
Proxy Statement/Prospectus).
(c)(3) Amendment No. 1 to the Agreement and Plan of Merger between
Decision One Holdings Corp. and Quaker Holding Co. (incorporated by reference
to Exhibit A-1 to the Proxy Statement/ Prospectus).
(d) Proxy Statement/Prospectus and related Notice of Special Meeting and
Proxy (incorporated by reference to the Proxy Statement/Prospectus and
related material filed under a Registration Statement on Form S-4 by
DecisionOne Holdings Corp. on the date hereof).
(e) Section 262 of the General Corporation Law of the State of Delaware
(incorporated by reference to Exhibit D to the Proxy Statement/Prospectus).
(f) Not applicable.
8
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SIGNATURE
After due inquiry and to the best of its knowledge and belief, the
undersigned certify that the information set forth in this statement is true,
complete and correct.
Dated: July 17, 1997
DECISIONONE HOLDINGS CORP.
By: /s/ Thomas J. Fitzpatrick
---------------------------------
Name: Thomas J. Fitzpatrick
Title: Vice President and Chief
Financial Officer
By: /s/ Kenneth Draeger
---------------------------------
Name: Kenneth Draeger
QUAKER HOLDING CO.
By: /s/ Peter T. Grauer
---------------------------------
Name: Peter T. Grauer
Title: President
DLJ MERCHANT BANKING PARTNERS
II, L.P., a Delaware Limited
Partnership
By DLJ Merchant Banking II, Inc.,
as managing general partner
By: /s/ Peter T. Grauer
---------------------------------
Name: Peter T. Grauer
Title: Attorney-in-fact
DLJ MERCHANT BANKING PARTNERS
II-A, L.P., a Delaware Limited
Partnership
By DLJ Merchant Banking II, Inc.,
as managing general partner
By: /s/ Peter T. Grauer
---------------------------------
Name: Peter T. Grauer
Title: Attorney-in-fact
9
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DLJ OFFSHORE PARTNERS II, C.V.,
a Netherlands Antilles Limited
Partnership
By DLJ Merchant Banking II, Inc.,
as advisory general partner
By: /s/ Peter T. Grauer
---------------------------------
Name: Peter T. Grauer
Title: Attorney-in-fact
DLJ DIVERSIFIED PARTNERS, L.P.,
a Delaware Limited Partnership
By DLJ Diversified Partners II Inc.,
as managing general partner
By: /s/ Peter T. Grauer
---------------------------------
Name: Peter T. Grauer
Title: Attorney-in-fact
DLJ DIVERSIFIED PARTNERS-A, L.P.,
a Delaware Limited Partnership
By DLJ Diversified Partners II, Inc.,
as managing general partner
By: /s/ Peter T. Grauer
---------------------------------
Name: Peter T. Grauer
Title: Attorney-in-fact
DLJ EAB PARTNERS, L.P.,
a Delaware Limited Partnership
By DLJ LBO Plans Management
Corporation as manager
By: /s/ Peter T. Grauer
---------------------------------
Name: Peter T. Grauer
Title: Attorney-in-fact
10
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DLJ MILLENNIUM PARTNERS, L.P.,
a Delaware Limited Partnership
By DLJ Merchant Banking Partners II,
Inc., as managing general partner
By: /s/ Peter T. Grauer
---------------------------------
Name: Peter T. Grauer
Title: Attorney-in-fact
DLJ MILLENNIUM PARTNERS-A, L.P.,
a Delaware Limited Partnership
By DLJ Merchant Banking Partners II,
Inc., as managing general partner
By: /s/ Peter T. Grauer
---------------------------------
Name: Peter T. Grauer
Title: Attorney-in-fact
DLJMB FUNDING II, INC.,
a Delaware Corporation
By: /s/ Peter T. Grauer
---------------------------------
Name: Peter T. Grauer
Title: Attorney-in-fact
DLJ FIRST ESC, L.L.C.,
By DLJ LBO Plans Management
Corporation, as manager
By: /s/ Peter T. Grauer
---------------------------------
Name: Peter T. Grauer
Title: Attorney-in-fact
UK INVESTMENT PLAN 1997 PARTNERS
By Donaldson, Lufkin & Jenrette,
Inc., as general partner
By: /s/ Peter T. Grauer
---------------------------------
Name: Peter T. Grauer
Title: Attorney-in-fact
11
