<PAGE>
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)/1/
VDI MultiMedia
------------------------------------------------------
(Name of Issuer)
Common Stock, no par value
------------------------------------------------------
(Title of Class of Securities)
917916108
------------------------------------------------------
(CUSIP Number)
VMM Merger Corp.
c/o Bain Capital, Inc.
Two Copley Place
Boston, Massachusetts 02116
(617) 572-3000
Attn: Joseph Pretlow
------------------------------------------------------
(Name, Address and Telephone Number of Persons
Authorized to Receive Notices and Communications)
January 24, 2000
------------------------------------------------------
(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(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(b) for other
parties to whom copies are to be sent.
/1/ 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).
Page 1 of 15 Pages
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SCHEDULE 13D
- ----------------------- ---------------------
CUSIP NO. 917916108 PAGE 2 OF 15 PAGES
- ----------------------- ---------------------
- ------------------------------------------------------------------------------
NAME OF REPORTING PERSON
1
VMM Merger Corp.
- ------------------------------------------------------------------------------
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
2 (a) [_]
(b) [x]
- ------------------------------------------------------------------------------
SEC USE ONLY
3
- ------------------------------------------------------------------------------
SOURCE OF FUNDS*
4
00
- ------------------------------------------------------------------------------
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT
TO ITEMS 2(d) or 2(e) [_]
5
- ------------------------------------------------------------------------------
CITIZENSHIP OR PLACE OF ORGANIZATION
6
Delaware
- ------------------------------------------------------------------------------
SOLE VOTING POWER
7
NUMBER OF
5,376,400 (See Item 5)
SHARES -----------------------------------------------------------
SHARED VOTING POWER
BENEFICIALLY 8
OWNED BY 0
-----------------------------------------------------------
EACH SOLE DISPOSITIVE POWER
9
REPORTING
0
PERSON -----------------------------------------------------------
SHARED DISPOSITIVE POWER
WITH 10
0
- ------------------------------------------------------------------------------
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
11
5,376,400 (See Item 5)
- ------------------------------------------------------------------------------
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES*
12
[_]
- ------------------------------------------------------------------------------
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
13
Approximately 58%
- ------------------------------------------------------------------------------
TYPE OF REPORTING PERSON*
14
CO
- ------------------------------------------------------------------------------
*SEE INSTRUCTIONS BEFORE FILLING OUT!
<PAGE>
SCHEDULE 13D
- ----------------------- ---------------------
CUSIP NO. 917916108 PAGE 3 OF 15 PAGES
- ----------------------- ---------------------
- ------------------------------------------------------------------------------
NAME OF REPORTING PERSON
1
Bain Capital Fund VI, L.P.
- ------------------------------------------------------------------------------
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
2 (a) [_]
(b) [X]
- ------------------------------------------------------------------------------
SEC USE ONLY
3
- ------------------------------------------------------------------------------
SOURCE OF FUNDS*
4
OO
- ------------------------------------------------------------------------------
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT
5 TO ITEMS 2(d) or 2(e)
[_]
- ------------------------------------------------------------------------------
CITIZENSHIP OR PLACE OF ORGANIZATION
6
Delaware
- ------------------------------------------------------------------------------
SOLE VOTING POWER
7
NUMBER OF
0
SHARES -----------------------------------------------------------
SHARED VOTING POWER
BENEFICIALLY 8
OWNED BY 5,376,400 (See Item 5)
-----------------------------------------------------------
EACH SOLE DISPOSITIVE POWER
9
REPORTING 0
PERSON -----------------------------------------------------------
SHARED DISPOSITIVE POWER
WITH 10
0
- ------------------------------------------------------------------------------
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
11
5,376,400 (See Item 5)
- ------------------------------------------------------------------------------
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES*
12
[_]
- ------------------------------------------------------------------------------
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
13
Approximately 58%
- ------------------------------------------------------------------------------
TYPE OF REPORTING PERSON*
14
PN
- ------------------------------------------------------------------------------
*SEE INSTRUCTIONS BEFORE FILLING OUT!
<PAGE>
SCHEDULE 13D
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CUSIP NO. 917916108 PAGE 4 OF 15 PAGES
- ----------------------- ---------------------
- ------------------------------------------------------------------------------
NAME OF REPORTING PERSON
1
Bain Capital Partners VI, L.P.
- ------------------------------------------------------------------------------
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
2 (a) [_]
(b) [X]
- ------------------------------------------------------------------------------
SEC USE ONLY
3
- ------------------------------------------------------------------------------
SOURCE OF FUNDS*
4
OO
- ------------------------------------------------------------------------------
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT
5 TO ITEMS 2(d) or 2(e)
[_]
- ------------------------------------------------------------------------------
CITIZENSHIP OR PLACE OF ORGANIZATION
6
Delaware
- ------------------------------------------------------------------------------
SOLE VOTING POWER
7
NUMBER OF
0
SHARES -----------------------------------------------------------
SHARED VOTING POWER
BENEFICIALLY 8
OWNED BY 5,376,400 (See Item 5)
-----------------------------------------------------------
EACH SOLE DISPOSITIVE POWER
9
REPORTING 0
PERSON -----------------------------------------------------------
SHARED DISPOSITIVE POWER
WITH 10
0
- ------------------------------------------------------------------------------
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
11
5,376,400 (See Item 5)
- ------------------------------------------------------------------------------
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES*
12
[_]
- ------------------------------------------------------------------------------
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
13
Approximately 58%
- ------------------------------------------------------------------------------
TYPE OF REPORTING PERSON*
14
PN
- ------------------------------------------------------------------------------
*SEE INSTRUCTIONS BEFORE FILLING OUT!
<PAGE>
SCHEDULE 13D
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CUSIP NO. 917916108 PAGE 5 OF 15 PAGES
- ----------------------- ---------------------
- ------------------------------------------------------------------------------
NAME OF REPORTING PERSON
1
Bain Capital Investors VI, Inc.
- ------------------------------------------------------------------------------
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
2 (a) [_]
(b) [X]
- ------------------------------------------------------------------------------
SEC USE ONLY
3
- ------------------------------------------------------------------------------
SOURCE OF FUNDS*
4
OO
- ------------------------------------------------------------------------------
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT
5 TO ITEMS 2(d) or 2(e)
[_]
- ------------------------------------------------------------------------------
CITIZENSHIP OR PLACE OF ORGANIZATION
6
Delaware
- ------------------------------------------------------------------------------
SOLE VOTING POWER
7
NUMBER OF
0
SHARES -----------------------------------------------------------
SHARED VOTING POWER
BENEFICIALLY 8
OWNED BY 5,376,400 (See Item 5)
-----------------------------------------------------------
EACH SOLE DISPOSITIVE POWER
9
REPORTING 0
PERSON -----------------------------------------------------------
SHARED DISPOSITIVE POWER
WITH 10
0
- ------------------------------------------------------------------------------
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
11
5,376,400 (See Item 5)
- ------------------------------------------------------------------------------
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES*
12
[_]
- ------------------------------------------------------------------------------
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
13
Approximately 58%
- ------------------------------------------------------------------------------
TYPE OF REPORTING PERSON*
14
CO
- ------------------------------------------------------------------------------
*SEE INSTRUCTIONS BEFORE FILLING OUT!
<PAGE>
SCHEDULE 13D
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CUSIP NO. 917916108 PAGE 6 OF 15 PAGES
- ----------------------- ---------------------
- ------------------------------------------------------------------------------
NAME OF REPORTING PERSON
1
W. Mitt Romney
- ------------------------------------------------------------------------------
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
2 (a) [_]
(b) [X]
- ------------------------------------------------------------------------------
SEC USE ONLY
3
- ------------------------------------------------------------------------------
SOURCE OF FUNDS*
4
OO
- ------------------------------------------------------------------------------
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT
5 TO ITEMS 2(d) or 2(e)
[_]
- ------------------------------------------------------------------------------
CITIZENSHIP OR PLACE OF ORGANIZATION
6
Delaware
- ------------------------------------------------------------------------------
SOLE VOTING POWER
7
NUMBER OF
0
SHARES -----------------------------------------------------------
SHARED VOTING POWER
BENEFICIALLY 8
OWNED BY 5,376,400 (See Item 5)
-----------------------------------------------------------
EACH SOLE DISPOSITIVE POWER
9
REPORTING 0
PERSON -----------------------------------------------------------
SHARED DISPOSITIVE POWER
WITH 10
0
- ------------------------------------------------------------------------------
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
11
5,376,400 (See Item 5)
- ------------------------------------------------------------------------------
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES*
12
[_]
- ------------------------------------------------------------------------------
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
13
Approximately 58%
- ------------------------------------------------------------------------------
TYPE OF REPORTING PERSON*
14
IN
- ------------------------------------------------------------------------------
*SEE INSTRUCTIONS BEFORE FILLING OUT!
<PAGE>
This Amendment No. 1 to Schedule 13D is being filed to amend certain
information set forth on Schedule A attached to the Schedule 13D originally
filed with the Securities and Exchange Commission on January 3, 2000.
Item 1. Security and Issuer.
The class of equity security to which this Statement relates is the common
stock, no par value (the "Common Stock") of VDI MultiMedia, a California
corporation (the "Company"). The name and address of the principal executive
offices of the Company are VDI MultiMedia, 6920 Sunset Boulevard, Hollywood,
California 90028.
Item 2. Identity and Background.
This Statement is being jointly filed by each of the following persons
pursuant to Rule 13d-1(f) promulgated by the Securities and Exchange Commission
(the "Commission") pursuant to Section 13 of the Securities Exchange Act of 1934
as amended (the "Exchange Act"):
(i) VMM Merger Corp. ("VMM"), a Delaware corporation, by virtue of its deemed
beneficial ownership of 5,376,400 shares of Common Stock;
(ii) Bain Capital Fund VI, L.P. ("BCF VI"), a Delaware limited partnership, as
the sole stockholder of VMM;
(iii) Bain Capital Partners VI, L.P. ("BCP VI"), a Delaware limited partnership,
as the sole general partner of BCF VI;
(iv) Bain Capital Investors VI, Inc. ("BCI VI Inc."), a Delaware corporation,
as the sole general partner of BCP VI; and
(v) W. Mitt Romney ("Mr. Romney"), a citizen of the United States, as the sole
stockholder of BCI VI Inc.
The address of the principal business and office of VMM, BCF VI, BCP VI and
BCI VI Inc. is c/o Bain Capital Inc., Two Copley Place, Boston, Massachusetts
02116. VMM is a newly formed corporation that will be used to effect the
acquisition of the Company. BCF VI is principally engaged in the business of
investing in securities. BCP VI is principally engaged in the business of
serving as the general partner for BCF VI. BCI VI Inc. is principally engaged in
the business of serving as the general partner of BCP VI. Mr. Romney is
principally engaged in the business of serving as the sole stockholder of BCI VI
Inc. VMM, BCF VI, BCP VI, BCI VI Inc. and Mr. Romney are collectively referred
to herein as the "Reporting Persons." The Reporting Persons have entered into a
Joint Filing Agreement, a copy of which is filed with this Statement as Exhibit
C (which is incorporated herein by reference), pursuant to which the Reporting
Persons have agreed to file this Statement jointly in accordance with the
provisions of Rule 13d-1(f)(1) under the Exchange Act.
Information with respect to each Reporting Person is given solely by such
Reporting Person, and no Reporting Person assumes responsibility for the
accuracy or completeness of the information furnished by another Reporting
Person. Attached as Schedule A to this Statement is information concerning the
Reporting Persons to which such information is required to be disclosed in
response to Item 2 and General Instruction C to Schedule 13D.
The Reporting Persons may be deemed to constitute a "group" for the
purposes of Section 13(d)(3) of the Act as a result of such Reporting Persons
being persons associated with Bain Capital, Inc., a Delaware corporation ("Bain
Capital"), which is a management company. The Reporting
Page 7 of 15 Pages
<PAGE>
Persons expressly disclaim that they have agreed to act as a group other than as
described in this Statement.
During the last five years, none of the Reporting Persons or the persons
identified on Schedule A attached hereto has been convicted in a criminal
proceeding (excluding traffic violations or similar misdemeanors).
During the last five years, none of the Reporting Persons or the persons
identified on Schedule A attached hereto was a party to a civil proceeding of a
judicial or administrative body of competent jurisdiction as a result of which
any person 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.
As more fully described in Item 4 hereof, VMM and R. Luke Stefanko and
Julia Stefanko (collectively, the "Shareholders") have entered into a
Shareholders Agreement, dated December 24, 1999 (the "Shareholders Agreement").
The transactions contemplated by the Shareholders Agreement prior to the
Effective Date (as defined in Item 4) are not expected to require the
expenditure of any funds. The Shareholders entered into the Shareholders
Agreement to induce VMM to enter into the Merger Agreement (as defined in Item
4).
Item 4. Purpose of Transaction.
On December 24, 1999, the Company, VDI MultiMedia, Inc., a Delaware
corporation and wholly-owned subsidiary of the Company ("Company Sub"), and VMM
entered into an Agreement and Plan of Merger (the "Merger Agreement") providing
for (i) the merger of the Company with and into Company Sub (the "Reorganization
Merger"), whereupon the existence of the Company will cease and Company Sub will
continue as the surviving corporation, followed by (ii) the merger of VMM with
and into Company Sub (the "Acquisition Merger" and together with the
Reorganization Merger, the "Mergers"), whereupon the existence of VMM will cease
and Company Sub will continue as the surviving corporation (the "Surviving
Corporation").
At the effective time of the Reorganization Merger (the "Reorganization
Effective Time") and subject to certain limitations set forth in the Merger
Agreement, each share of Common Stock issued and outstanding immediately prior
to the Reorganization Effective Time (other than shares held by shareholders
exercising appraisal rights in accordance with applicable law) will, by virtue
of the Reorganization Merger and without any action on the part of the holder
thereof, be converted into one fully paid and nonassessable share of common
stock, $.01 par value per share, of Company Sub ("Company Sub Common Stock"). At
the Reorganization Effective Time, the holders of the outstanding shares of
Common Stock so converted will become holders of record of the shares of Company
Sub Common Stock issued in consideration therefor upon such conversion without
any further action on the part of such holders.
At the Reorganization Effective Time, each share of Company Sub Common
Stock issued and outstanding immediately prior to the Reorganization Effective
Time will, by virtue of the Reorganization Merger and without any action on the
part of the holder thereof, cease to be outstanding, be canceled and be retired
without payment of any consideration therefor and cease to exist.
At the Reorganization Effective Time, Company Sub will assume all of the
Company's obligations with respect to any then-outstanding Options (as defined
in the Merger Agreement) that
Page 8 of 15 Pages
<PAGE>
have not expired or been duly exercised by the holders thereof and the due
exercise of rights under any such Options will entitle the holders thereof to
acquire, immediately following the Reorganization Merger, upon the same terms
and conditions that were applicable under such Options immediately prior to the
Reorganization Merger, a number of shares of Company Sub Common Stock identical
to the class and number of shares of Common Stock that were subject to the
Options immediately prior to the Reorganization Merger.
At the effective time of the Acquisition Merger (the "Acquisition Effective
Time" and together with the Reorganization Effective Time, the "Effective Time")
and subject to certain limitations set forth in the Merger Agreement, each share
of Company Sub Common Stock issued and outstanding immediately prior to the
Acquisition Effective Time (other than Company Sub Common Stock owned by VMM or
any other subsidiary or affiliate of VMM (collectively, the "VMM Companies") or
the Rollover Shareholders (as defined in the Merger Agreement)) will, by virtue
of the Acquisition Merger and without any action on the part of the holder
thereof, be converted into the right to receive the sum of $15.00 in cash (the
"Merger Consideration"). All such Company Sub Common Stock converted according
to the preceding sentence will automatically be canceled and retired and will
cease to exist. The Merger Consideration will be financed by VMM through a
combination of equity financing to be provided by investment funds affiliated
with Bain Capital, including BCF VI, and certain other investors and senior and
subordinated debt financing to be provided by Credit Suisse First Boston and/or
other financing sources, which may include affiliates of Bain Capital.
At the Acquisition Effective Time, each share of Company Sub Common Stock
issued and outstanding at the Acquisition Effective Time and owned by the VMM
Companies, and each share of Company Sub Common Stock issued and held in Company
Sub's treasury at the Acquisition Effective Time, shall, by virtue of the
Acquisition Merger and without any action on the part of the holder thereof,
cease to be outstanding, be canceled and be retired without payment of any
consideration therefor and cease to exist.
At the Acquisition Effective Time, (i) each Rollover Share (as defined in
the Merger Agreement) and (ii) each share of common equity of VMM issued and
outstanding immediately prior to the Acquisition Effective Time shall be
converted into and become the number of shares of Class A Common Stock, par
value $.01 per share, of Company Sub and Class L Common Stock, par value $.01
per share, of the Company Sub as are set forth on a schedule to be attached to
the Merger Agreement prior to the Effective Time.
Immediately prior to the Effective Time, all then outstanding but
theretofore unvested and non-exercisable stock options granted under the 1996
Plan (the "Plan Options") and granted under certain arrangements outside the
1996 Plan (the "Non-Plan Options") will become immediately vested and
exercisable in full (unless the Company is otherwise notified to the contrary in
writing by the holder of such Plan Options or Non-Plan Options). At the
Effective Time, the Plan Options and Non-Plan Options shall be converted into
options to acquire shares of common stock of the Surviving Corporation unless a
holder thereof agrees in writing to receive cash equal to the difference between
the exercise price of such options and the Merger Consideration (net of
withholding taxes).
Because the approval of the Company's shareholders is required by
applicable law in order to consummate the Reorganization Merger, the Company
will submit the Reorganization Merger to its shareholders for approval.
The obligations of the parties to the Merger Agreement to effect the
Mergers are subject to certain conditions, and prior to the Effective Time, the
Company, Company Sub or VMM may
Page 9 of 15 Pages
<PAGE>
terminate the Merger Agreement under certain circumstances, in each case as set
forth in the Merger Agreement.
The Certificate of Incorporation of the Surviving Corporation will be in
the form set forth as Exhibit D to the Merger Agreement and, subject to the
terms of the Merger Agreement, the bylaws of VMM as in effect at the Acquisition
Effective Time shall be the bylaws of the Surviving Corporation.
As a result of the Mergers, the entire equity interest in the Surviving
Corporation will be owned by investment funds associated with Bain Capital,
certain management members and certain other investors (collectively, the
"Investors"). The shareholders of the Company (other than the Rollover
Shareholders) will no longer have any interest in, and will not be shareholders
of the Company. Instead, each such holder of the Common Stock will have the
right to receive $15.00 in cash, without interest, for each share held (other
than the Rollover Shares and the Dissenting Shares (as defined in the Merger
Agreement), if any). Following the Mergers, the Investors will have the
opportunity to benefit from any earnings and growth of the Company, and will
bear the risk of any decrease in the Company's value. Following the Mergers,
the Common Stock will no longer be traded on the Nasdaq National Market, price
quotations will no longer be available and the registration of the Common Stock
under the Exchange Act, will be terminated. After such registration is
terminated, the Surviving Corporation will no longer be required to file
periodic reports with the Commission.
Concurrently with the execution and delivery of the Merger Agreement, VMM
and the Shareholders entered into the Shareholders Agreement. Pursuant to the
Shareholders Agreement, the Shareholders have agreed to vote, and have granted
VMM an irrevocable proxy to vote, their shares of Common Stock owned as of
December 24, 1999 and any shares of Common Stock acquired after December 24,
1999 and prior to the Effective Time (the "Subject Shares"): (i) in favor of the
Mergers, the Merger Agreement and all other Transactions (as defined in the
Merger Agreement), (ii) against any action or agreement that such shareholder is
advised by the Board of Directors of the Company in the applicable proxy
materials would result in a breach of any covenant, representation or warranty
or any other obligation or agreement of the Company under the Merger Agreement
and (iii) against any Competing Transaction (as defined in the Merger Agreement)
and any action in furtherance of a Competing Transaction, in each case during
the term of the Shareholders Agreement. Under the Shareholders Agreement, the
Shareholders have retained the right to vote their Subject Shares for the
election of directors of the Company and for or against any other matter other
than as to those specified in the preceding sentence.
The Shareholders Agreement also provides, except as contemplated by the
Shareholders Agreement, that the Shareholders shall not, during the term of the
Shareholders Agreement: (1) sell, transfer, assign, gift, pledge, hypothecate,
encumber or dispose of any or all of such Subject Shares; (ii) grant any proxies
or enter into any voting trust or other agreement or arrangement with respect to
the voting of the Subject Shares except as contemplated by the Shareholders
Agreement or as not otherwise inconsistent therewith; or (iii) enter into any
contract, option or other agreement or understanding with respect to, or consent
to, the sale, transfer, assignment, gift, pledge, hypothecation, encumbrance or
other disposition of any or all of such Shareholder's Subject Shares or any
interest therein; provided, however, that a Shareholder may sell, transfer,
assign, gift, pledge, hypothecate, encumbrance or otherwise dispose of all or a
portion of such Shareholder's Subject Shares to a person or entity who (x) is
either another Shareholder, a member of the Family Group of such Shareholder or
who is otherwise approved by VMM (such approval not to be unreasonably withheld
or delayed) and (y) agrees to be bound, by a written instrument reasonably
acceptable in form and substance to VMM (whose approval shall not be
unreasonably withheld or delayed), by each of the terms of the Shareholders
Agreement. As used in the Shareholders Agreement, "Family Group" means, with
respect to any Shareholder, (A) such Shareholder, (B) the spouse and issue
(whether natural
Page 10 of 15 Pages
<PAGE>
or adopted) of such Shareholder, (C) the parents or step-parents of such
Shareholder (whether natural or adopted), (D) the siblings of such Shareholder
(whether natural or adopted), (E) in the event such Shareholder is deceased, the
heirs or descendants of such Shareholder and (F) any one or more trusts or other
entities for the benefit of any one or more of the persons described in clause
(A) through clause (E) above. Subject to the terms and conditions of the
Shareholders Agreement, the Shareholders have also agreed, among other things,
to waive any appraisal rights they may be entitled to with respect to the
Mergers, to refrain from soliciting any other Competing Transactions, and to
take or refrain from taking certain other actions set forth in the Shareholders
Agreement.
The Shareholders Agreement and all rights and obligations of the parties
thereunder terminates immediately upon the earlier of: (a) the date upon which
the Merger Agreement is terminated in accordance with its terms or (b) the
Effective Time.
The preceding summaries of certain provisions of the Shareholders Agreement
and the Merger Agreement are not intended to be complete and are qualified in
their entirety by reference to the full text of such agreements, copies of which
are incorporated by reference as Exhibits I and II hereto and are incorporated
herein by reference.
Other than as described in this Statement, none of the Reporting Persons or
the persons identified on Schedule A attached hereto presently has any plans or
proposals that relate to or would result in any of the actions described in
subparagraphs (a) through (j) of Item 4 of Schedule 13D.
Item 5. Interest in Securities of the Issuer.
Prior to December 24, 1999, none of the Reporting Persons owned or was the
"beneficial owner" (as defined in Rule 13d-3 promulgated under the Exchange Act)
of any shares of Common Stock. Upon execution of the Shareholders Agreement,
VMM may be deemed to have acquired "beneficial ownership" (as defined in Rule
13d-3 promulgated under the Exchange Act), of the Subject Shares, with the sole
power to vote the Subject Shares with respect to the matters set forth in the
Shareholders Agreement. As of December 24, 1999, the Subject Shares totaled
5,376,400 (including 55,000 shares of Common Stock deemed to be beneficially
owned by Mr. Stefanko as a result of his ownership of currently exercisable
options to purchase Common Stock) and constituted approximately 58% of the
issued and outstanding shares of Common Stock (based on the number of shares of
Common Stock represented to be issued and outstanding as of December 22, 1999,
by the Company in the Merger Agreement).
Bain Capital Fund VI, L.P. BCF VI owns all of the issued and outstanding
shares of capital stock of VMM. By virtue of this ownership, BCF VI may be
deemed to have the shared power to vote the Subject Shares with respect to the
matters set forth in the Shareholders Agreement.
Bain Capital Partners VI, L.P. BCP VI, as the sole general partner of BCF
VI, may be deemed to have the shared power to vote the Subject Shares with
respect to the matters set forth in the Shareholders Agreement.
Bain Capital Investors VI, Inc. BCI VI Inc., as the sole general partner
of BCP VI, may be deemed to have the shared power to vote the Subject Shares
with respect to the matters set forth in the Shareholders Agreement.
W. Mitt Romney. Mr. Romney, as the sole stockholder of BCI VI Inc., may be
deemed to have the shared power to vote the Subject Shares with respect to the
matters set forth in the Shareholders Agreement.
Page 11 of 15 Pages
<PAGE>
Neither the filing of this Statement nor any of its contents shall be
deemed to constitute an admission that any Reporting Person is the beneficial
owner of any Common Stock referred to in this Statement for the purposes of
Section 13(d) of the Act or for any other purpose, and such beneficial ownership
is expressly disclaimed.
Item 6. Contracts, Arrangements, Understandings of Relationships With
Respect to Securities of the Issuer.
Except as otherwise set forth in this Statement (and the agreements
referenced herein), to the best knowledge of the Reporting Persons, no
contracts, arrangements, understandings or relationships (legal or otherwise)
exist among the persons named in Item 2 or between such persons and any other
person with respect to any securities of the Company, including but not limited
to transfer or voting of any of the securities of the Company, finder's fees,
joint ventures, loan or option arrangements, puts or calls, guarantees or
profits, divisions of profits or loss, or the giving or withholding of proxies,
or a pledge or contingency, the occurrence of which would give another person
voting power over the securities of the Company.
Item 7. Material to be filed as Exhibits.
Exhibit A -- Shareholders Agreement, dated as of December 24, 1999, by and
among VMM Merger Corp., R. Luke Stefanko and Julia Stefanko.
Exhibit B -- Agreement and Plan of Merger, dated as of December 24, 1999,
by and among VDI MultiMedia, VDI MultiMedia, Inc. and VMM
Merger Corp.
Exhibit C -- Joint Filing Agreement, dated January 3, 2000, between VMM
Merger Corp., Bain Capital Fund VI, L.P., Bain Capital
Partners VI, L.P., Bain Capital Investors VI, Inc. and W. Mitt
Romney.
Page 12 of 15 Pages
<PAGE>
SIGNATURES
----------
After reasonable inquiry and to the best of each of the undersigned's
knowledge and belief, each of the undersigned certify that the information set
forth in this Amendment No. 1 to Statement is true, complete and correct.
Date: January 25, 2000 VMM MERGER CORP.
By: /s/ Joseph Pretlow
_________________________________
Its: President
Date: January 25, 2000 BAIN CAPITAL FUND VI, L.P.
By: Bain Capital Partners VI, L.P.,
its General Partner
By: Bain Capital Investors VI, Inc.,
its General Partner
By: /s/ Joseph Pretlow
_________________________________
Its: Managing Director
Date: January 25, 2000 BAIN CAPITAL PARTNERS VI, L.P.
By: Bain Capital Investors VI, Inc.,
its General Partner
By: /s/ Joseph Pretlow
_________________________________
Its: Managing Director
Date: January 25, 2000 BAIN CAPITAL INVESTORS VI, INC.
By: Joseph Pretlow
_________________________________
Its: Managing Director
/s/ W. Mitt Romney
______________________________________
Date: January 25, 2000 W. Mitt Romney
Page 13 of 15 Pages
<PAGE>
SCHEDULE A
Joseph Pretlow is a director and President of VMM. Blair Ford is a
director, Vice President and Secretary of VMM. Each is a citizen of the United
States. Mr. Pretlow is a Managing Director of Bain Capital, Inc. ("Bain
Capital"), which, through affiliated investment funds, is principally engaged in
the business of investing in securities. The business address of Mr. Pretlow is
c/o Bain Capital, Inc., Two Copely Place, Boston, Massachusetts 02116. Mr. Ford
is an Associate at Bain Capital. The business address for Mr. Ford is c/o Bain
Capital II, Inc., One Embarcadero, Suite 2260, San Francisco, California 94111.
Bain Capital Partners VI, L.P. ("BCP VI") is the sole general partner
of Bain Capital Fund VI, L.P. ("BCF VI"). Bain Capital Investors VI, Inc. ("BCI
VI Inc.") is the sole general partner of BCP VI. W. Mitt Romney ("Mr. Romney")
is the sole stockholder, sole director, Chief Executive Officer, Managing
Director and President of BCI VI Inc. In addition, the following persons serve
as executive officers for BCI VI Inc.: Joshua Bekenstein (Treasurer and Managing
Director), Edward Conard (Managing Director), John P. Connaughton (Managing
Director), David Dominik (Managing Director), Paul B. Edgerley (Managing
Director), Robert C. Gay (Vice Chairman and Managing Director), Michael A.
Krupka (Managing Director), Jonathan A. Lavine (Managing Director), Ronald P.
Mika (Managing Director), Mark E. Nunnelly (Managing Director), Stephen G.
Pagliuca (Secretary and Managing Director) , Dwight Polar (Managing Director),
Joseph Pretlow (Managing Director) and Mr. Robert F. White (Managing Director).
Each director and/or executive officer of BCI VI, Inc. currently serves as a
Managing Director of Bain Capital. Certain of the Managing Directors of BCI VI,
Inc. hold similar positions at other investment funds associated with Bain
Capital. Each director and/or executive officer of BCI VI, Inc. is a citizen of
the United States. Except as otherwise noted, the business address for each of
the persons named above is c/o Bain Capital, Inc., Two Copley Place, Boston,
Massachusetts 02116. The business address for David Dominik is c/o Bain Capital
II, Inc., One Embarcadero, Suite 2260, San Francisco, California 94111.
Page 14 of 15 Pages
<PAGE>
EXHIBIT INDEX
<TABLE>
<CAPTION>
Exhibit No. Exhibit Name
- ------------ --------------------------------------------------------------
<S> <C>
A Shareholders Agreement, dated as of December 24, 1999, by and
among VMM Merger Corp., R. Luke Stefanko and Julia Stefanko.
B Agreement and Plan of Merger, dated as of December 24, 1999,
by and among VDI MultiMedia, VDI MultiMedia, Inc. and VMM
Merger Corp.
C Joint Filing Agreement, dated January 3, 2000, between VMM
Merger Corp., Bain Capital Fund VI, L.P., Bain Capital
Partners, VI, L.P., Bain Capital Investors VI, Inc. and W.
Mitt Romney.
</TABLE>
Page 15 of 15 Pages
