UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 1)*
DecisionOne Holdings Corp.
(Name of Issuer)
Common Stock, $.01 par value per share
(Title of Class of Securities)
243458 10 0
(CUSIP Number)
David P. Kreisler, Esq.
Hutchins, Wheeler & Dittmar
101 Federal Street
Boston, MA 02110
(617) 951-6600
(Name, Address and Telephone Number of Person Authorized to
Receive Notices and Communications)
December 23, 1999
(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 ss.ss.240.13d-1(e), 240.13d-1(f) or
240.13d-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
ss.240.13d-7 for other parties to whom copies are to be sent.
*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 ("Act") 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).
<PAGE>
CUSIP No. 243458 10 0
1. NAME OF REPORTING PERSON - Thomas H. Lee Equity Fund III, L.P.
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON - 04-3279871
2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a) [ ]
(b) [X]
3. SEC USE ONLY
4. SOURCE OF FUNDS 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
Delaware
7. SOLE VOTING POWER 0
NUMBER OF
SHARES 8. SHARED VOTING POWER 0
BENEFICIALLY
OWNED BY
EACH 9. SOLE DISPOSITIVE POWER 0
REPORTING
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 PN
<PAGE>
CUSIP No. 243458 10 0
1. NAME OF REPORTING PERSON - Thomas H. Lee Foreign Fund III, L.P.
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON -
2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a) [ ]
(b) [X]
3. SEC USE ONLY
4. SOURCE OF FUNDS 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
Delaware
7. SOLE VOTING POWER 0
NUMBER OF
SHARES 8. SHARED VOTING POWER 0
BENEFICIALLY
OWNED BY
EACH 9. SOLE DISPOSITIVE POWER 0
REPORTING
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 PN
<PAGE>
CUSIP No. 243458 10 0
1. NAME OF REPORTING PERSON -
Thomas H. Lee Equity Advisors III Limited Partnership
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON - 04-3279882
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 ITEMS
2(D) OR 2(E) [ ]
6.CITIZENSHIP OR PLACE OF ORGANIZATION
Massachusetts
7. SOLE VOTING POWER 0
NUMBER OF
SHARES 8. SHARED VOTING POWER 0
BENEFICIALLY
OWNED BY
EACH 9. SOLE DISPOSITIVE POWER 0
REPORTING
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 PN
<PAGE>
CUSIP No. 243458 10 0
1. NAME OF REPORTING PERSON - THL Equity Trust III
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON - 04-3279892
2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a) [ ]
(b) [X]
3. SEC USE ONLY
4. SOURCE OF FUNDS N/A
5. CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS
2(D) OR 2(E) [ ]
6. CITIZENSHIP OR PLACE OF ORGANIZATION Massachusetts
7. SOLE VOTING POWER 0
NUMBER OF
SHARES 8. SHARED VOTING POWER 0
BENEFICIALLY
OWNED BY
EACH 9. SOLE DISPOSITIVE POWER 0
REPORTING
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 OO
<PAGE>
CUSIP No. 243458 10 0
1. NAME OF REPORTING PERSON - THL Co-Investors III-A, LLC
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON - 04-3361519
2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a) [ ]
(b) [X]
3. SEC USE ONLY
4. SOURCE OF FUNDS N/A
5. CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS
2(D) OR 2(E) [ ]
6. CITIZENSHIP OR PLACE OF ORGANIZATION Massachusetts
7. SOLE VOTING POWER 0
NUMBER OF
SHARES 8. SHARED VOTING POWER 0
BENEFICIALLY
OWNED BY
EACH 9. SOLE DISPOSITIVE POWER 0
REPORTING
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 OO
<PAGE>
CUSIP No. 243458 10 0
1. NAME OF REPORTING PERSON - THL Co-Investors III-B, LLC
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON - 04-3361521
2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a) [ ]
(b) [X]
3. SEC USE ONLY
4. SOURCE OF FUNDS N/A
5. CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS
2(D) OR 2(E) [ ]
6. CITIZENSHIP OR PLACE OF ORGANIZATION Massachusetts
7. SOLE VOTING POWER 0
NUMBER OF
SHARES 8. SHARED VOTING POWER 0
BENEFICIALLY
OWNED BY
EACH 9. SOLE DISPOSITIVE POWER 0
REPORTING
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 OO
<PAGE>
Item 1. Security and Issuer
The class of equity securities to which this statement relates is the common
stock, $0.01 par value per share (the "Shares") of DecisionOne Holdings Corp., a
Delaware corporation ("DecisionOne"). The principal executive offices of
DecisionOne are located at 50 East Swedesford Road, Frazer, Pennsylvania, 19355.
Item 2. Identity and Background.
(a) - (c) and (f)
This Schedule 13D is being filed jointly on behalf of the following persons
(collectively, the "Reporting Persons"): (1) Thomas H. Lee Equity Fund III,
L.P., a Delaware limited partnership ("Equity Fund III"), (2) Thomas H. Lee
Foreign Fund III, L.P., a Delaware limited partnership ("Foreign Fund III"), (3)
Thomas H. Lee Equity Advisors III Limited Partnership, a Massachusetts limited
partnership ("Advisors III"), (4) THL Equity Trust III, a Massachusetts business
trust ("Trust III"), (5) THL Co-Investors III-A, LLC, a Massachusetts limited
liability corporation ("Investors III-A") and (6) THL Co-Investors III-B, LLC, a
Massachusetts limited liability corporation ("Investors III-B").
The address of each of the Reporting Persons is c/o Thomas H. Lee Company, 75
State Street, Boston, Massachusetts 02109.
Each of Equity Fund III, Foreign Fund III, Investors III-A and Investors III-B
are principally engaged in the business of investment in securities. Advisors
III is principally engaged in the business of serving as general partner of
Equity Fund III and Foreign Fund III. Trust III is principally engaged in the
business of serving as general partner of Advisors III.
Due to an existing arrangement between Equity Fund III, Advisors III and Trust
III, each of Equity Fund III, Advisors III and Trust III could be deemed to be
the beneficial owner of all Shares beneficially owned by Equity Fund III.
Advisors III and Trust III each disclaim beneficial ownership of such Shares.
Due to an existing arrangement between Foreign Fund III, Advisors III and Trust
III, each of Foreign Fund III, Advisors III and Trust III could be deemed to be
the beneficial owner of all Shares beneficially owned by Foreign Fund III.
Advisors III and Trust III each disclaim beneficial ownership of such Shares.
Attached as Schedule A to this Schedule 13D is information concerning the
Reporting Persons and other persons and entities as to which such information is
required to be disclosed in response to Item 2 and General Instruction C to
Schedule 13D.
<PAGE>
(d) and (e)
None of the Reporting Persons or any of their officers or trustees has been
convicted in a criminal proceeding during the past five years (excluding traffic
violations and similar misdemeanors).
None of the Reporting Persons or any of their officers or trustees has been
party to a civil proceeding of a judicial or administrative body of competent
jurisdiction during the past five years as a result of which it was or is
subject to a judgment, decree or final order enjoining future violations of, or
prohibiting or mandating activities subject to, federal or state securities laws
or finding any violation with respect to such laws.
Item 3. Source and Amount of Funds or Other Consideration.
See Item 4 below.,
Item 4. Purpose of Transactions.
On December 23, 1999 the THL entities sold all of the Shares to Joseph H.
Newberg for $1.00.
<PAGE>
Item 5. Interest in Securities of the Issuer.
See Item 4 above.
(c) The responses to Items 3 and 4 of this Schedule 13D are incorporated
herein.
(d) Not applicable.
(e) Not applicable.
<PAGE>
Item 6. Contracts, Arrangements, Understandings or Relationships with Respect
to Securities of the Issuer.
See Item 4 above.
Item 7. Material to be Filed as Exhibits.
Exhibit 1: Joint filing agreement among the Reporting Persons
<PAGE>
Schedule A
Each of the following individuals is a United States citizen, and is employed by
the Thomas H. Lee Company, 75 State Street, Boston, Massachusetts, 02109.
THL Equity Trust
Officers:
Chairman Thomas H. Lee
1 Old Farm Road, Lincoln, MA 01773
President David V. Harkins
8 Corn Point Road, Marblehead, MA 01945
Vice Presidents C. Hunter Boll
45 Fletcher Street, Winchester, MA 01890
Thomas R. Shepherd
172 Harvard Road, Stow, MA 01775
Anthony J. DiNovi
167 Commonwealth Avenue,#9, Boston, MA 02116
Thomas M. Hagerty
256 Beacon Street, Apt. #4, Boston, MA 02116
Joseph J. Incandela
139 Abbott Road, Wellesley Hills, MA 02181
Scott A. Schoen
65 Laurel Road, Weston, MA 02193
Warren C. Smith, Jr.
38 Coolidge Lane, Dedham, MA 02026
Scott M. Sperling
4 Moore Road, Wayland, MA 01778
Seth W. Lawry
330 Dartmouth Street, Apt.#7S,
Boston, MA 02116
<PAGE>
Treasurer Wendy L. Masler
11 Waverly Street, #3, Brookline, MA 02115
Assistant Treasurer Andrew D. Flaster
69 Wilshire Park, Needham, MA 02192
Clerk Wendy L. Masler
11 Waverly Street, #3, Brookline, MA 02115
Assistant Clerks Charles W. Robins, Esq.
50 Lehigh Road, Wellesley, MA 02181
Trustees:
Thomas H. Lee 1 Old Farm Road, Lincoln, MA 01773
David V. Harkins 8 Corn Point Road, Marblehead, MA 01945
C. Hunter Boll 45 Fletcher Street, Winchester, MA 01890
Thomas R. Shepherd 172 Harvard Road, Stow, MA 01775
Anthony J. DiNovi 167 Commonwealth Avenue, #9, Boston, MA 02116
Thomas M. Hagerty 256 Beacon Street, Apt. #4, Boston, MA 02116
Warren C. Smith, Jr. 38 Coolidge Lane, Dedham, MA 02026
Scott M. Sperling 4 Moore Road, Wayland, MA 01778
THL Co-Investors III-A, LLC
Officers:
Chairman Thomas H. Lee
1 Old Farm Road, Lincoln, MA 01773
President David V. Harkins
8 Corn Point Road, Marblehead, MA 01945
Vice Presidents C. Hunter Boll
45 Fletcher Street, Winchester, MA 01890
Thomas R. Shepherd
172 Harvard Road, Stow, MA 01775
<PAGE>
Anthony J. DiNovi
167 Commonwealth Avenue,#9,Boston, MA 02116
Thomas M. Hagerty
256 Beacon Street, Apt.#4, Boston, MA 02116
Joseph J. Incandela
139 Abbott Road, Wellesley Hills, MA 02181
Scott A. Schoen
65 Laurel Road, Weston, MA 02193
Warren C. Smith, Jr.
38 Coolidge Lane, Dedham, MA 02026
Scott M. Sperling
4 Moore Road, Wayland, MA 01778
Seth W. Lawry
330 Dartmouth Street, Apt.#7S, Boston, MA 02116
Treasurer Wendy L. Masler
11 Waverly Street, #3, Brookline, MA 02115
Assistant Treasurer Andrew D. Flaster
69 Wilshire Park, Needham, MA 02192
Clerk Wendy L. Masler
11 Waverly Street, #3, Brookline, MA 02115
Assistant Clerks Charles W. Robins, Esq.
50 Lehigh Road, Wellesley, MA 02181
THL Co-Investors III-B, LLC
Officers:
Chairman Thomas H. Lee
1 Old Farm Road, Lincoln, MA 01773
<PAGE>
President David V. Harkins
8 Corn Point Road, Marblehead, MA 01945
Vice Presidents C. Hunter Boll
45 Fletcher Street, Winchester, MA 01890
Thomas R. Shepherd
172 Harvard Road, Stow, MA 01775
Anthony J. DiNovi
167 Commonwealth Avenue,#9, Boston, MA 02116
Thomas M. Hagerty
256 Beacon Street, Apt.#4, Boston, MA 02116
Joseph J. Incandela
139 Abbott Road, Wellesley Hills, MA 02181
Scott A. Schoen
65 Laurel Road, Weston, MA 02193
Warren C. Smith, Jr.
38 Coolidge Lane, Dedham, MA 02026
Scott M. Sperling
4 Moore Road, Wayland, MA 01778
Seth W. Lawry
330 Dartmouth Street, Apt.#7S, Boston, MA 02116
Treasurer Wendy L. Masler
11 Waverly Street, #3, Brookline, MA 02115
Assistant Treasurer Andrew D. Flaster
69 Wilshire Park, Needham, MA 02192
Clerk Wendy L. Masler
11 Waverly Street, #3, Brookline, MA 02115
Assistant Clerk Charles W. Robins, Esq.
50 Lehigh Road, Wellesley, MA 02181
<PAGE>
Signatures
After reasonable inquiry and to the best knowledge and belief of each of the
undersigned, such person certifies that the information set forth in this
Statement with respect to such person is true, complete and correct.
THOMAS H. LEE EQUITY FUND III, L.P.
By: THL Equity Advisors III Limited Partnership,
its General Partner
By: THL Equity Trust III, its General Partner
By: /s/ Wendy L. Masler
Name: Wendy L. Masler
Title: Vice President
THOMAS H. LEE FOREIGN FUND III, L.P.
By: THL Equity Advisors III Limited Partnership,
its General Partner
By: THL Equity Trust III, its General Partner
By: /s/ Wendy L. Masler
Name: Wendy L. Masler
Title: Vice President
THOMAS H. LEE EQUITY ADVISORS III LIMITED PARTNERSHIP
By: THL Equity Trust III, its General Partner
By: /s/ Wendy L. Masler
Name: Wendy L. Masler
Title: Vice President
THL EQUITY TRUST III
By: /s/ Wendy L. Masler
Name: Wendy L. Masler
Title: Vice President
<PAGE>
THL CO-INVESTORS III-A, LLC
By: /s/ Wendy L. Masler
THL CO-INVESTORS III-B, LLC
By: /s/ Wendy L. Masler
