UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
CORNELL CORRECTIONS, INC.
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(Name of Issuer)
COMMON STOCK
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(Title of Class of Securities)
219141108
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(CUSIP Number)
PETER A. LEIDEL, CONCORD PARTNERS II, L.P.
535 MADISON AVENUE, NEW YORK, NY 10022 (212) 906-7104
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(Name, Address and Telephone Number of Person Authorized
to Receive Notices and Communications)
September 2, 1997
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(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 |_|.
Note: Six copies of this statement, including all exhibits, should be filed with
the Commission. See Rule 13d-1(a) 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 1 of 6 Pages
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SCHEDULE 13D
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CUSIP No. 219141108 Page 2 of 6 Pages
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1 NAME OF REPORTING PERSON
S.S OR I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS
(ENTITIES ONLY)
Concord Partners II, L.P.
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I.R.S. No. 13-3421365
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2 CHECK THE APPROXIMATE BOX IF A MEMBER OF A GROUP* (a) |_|
(b) |_|
N/A
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3 SEC USE ONLY
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4 SOURCE OF FUNDS*
WC
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5 CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEMS 2(d) or 2(e) |_|
N/A
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6 CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
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7 SOLE VOTING POWER
NUMBER OF None
SHARES ______________________________________________
BENEFICIALLY 8 SHARED VOTING POWER
OWNED BY
EACH 247,430
REPORTING ______________________________________________
PERSON WITH 9 SOLE DISPOSITIVE POWER
None
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10 SHARED DISPOSITIVE POWER
247,430
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11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
247,430
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12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES* |_|
N/A
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13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
2.6%
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14 TYPE OF REPORTING PERSON*
PN
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*SEE INSTRUCTIONS BEFORE FILLING OUT!
INCLUDE BOTH SIDES OF THE COVER PAGE, RESPONSES TO ITEMS 1-7
(INCLUDING EXHIBITS) OF THE SCHEDULE, AND THE SIGNATURE ATTESTATION.
Page 2 of 6 Pages
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Item 1. Security and Issuer
This Schedule 13D relates to the common stock (the "Common Stock") of
Cornell Corrections, Inc. (the "Company") whose principal executive offices are
located at 4801 Woodway, Suite 400W, Houston, Texas 77056. The shares covered by
this filing were reported in a prior 13D filing, filed April 4, 1997 and the
most recent amendment thereto filed on July 10, 1997.
Item 2. Identity and Background
This statement is filed by Concord Partners II, L.P. ("Concord II").
Concord II, a limited partnership organized under the laws of the State of
Delaware, has its principal office and business address at 535 Madison Avenue,
New York, New York 10022. The principal business of Concord II is investing in
venture capital transactions.
The partnership agreement with respect to Concord II provides that the
management, operation and investment policy (which includes the right to vote or
power to direct the disposition of securities) of the partnership shall be
vested exclusively in its general partner, which is Venture Associates II, L.P.
("Venture Associates II"). Venture Associates II is a limited partnership
organized for the purpose of being the general partner of Concord II. Pursuant
to the Concord II partnership agreement, Venture Associates II may delegate its
authority to manage Concord II to another party. Ticonderoga Capital, Inc. has
been appointed manager of Concord II by Venture Associates II, and as such, has
the power to vote and the power to dispose of the securities reported in this
Schedule 13D as being owned by Concord II.
Except as set forth in the following paragraph, neither Concord II, nor, to
the best knowledge of Concord II, any other person identified pursuant to this
Item 2, within the last five years was (i) convicted in a criminal proceeding
(excluding traffic violations or similar misdemeanors), or (ii) a party to a
civil proceeding of a judicial or administrative body of competent jurisdiction
and as a result of such proceeding was or is subject to a judgment, decree or
final order enjoining future violations of, or prohibiting activities subject
to, federal or state securities laws or a finding of any violations of such
laws.
On January 16, 1992, Dillon, Read & Co. Inc. ("Dillon Read") which served
as manager of Concord II, on behalf of Venture Associates II, the prior general
partner of Concord II, until September 2, 1997 (along with 97 other securities
firms), without admitting or denying any findings, consented to the entry of an
Order in settlement of an SEC Administrative Proceeding (File No. 3-7646)
entitled In the Matter of the Distribution of Securities Issued by Certain
Government Sponsored Enterprises ("GSE"). The Order stated the SEC's findings
that Dillon Read made and kept certain records that did not accurately reflect
Dillon Read's customers' orders for certain GSE securities in violation of
Section 17(a) (and Rules 17a-3 and 17a-4 thereunder). The Order further provided
that Dillon Read shall cease and desist from any violation in the future, pay a
penalty of $100,000, and maintain policies and procedures reasonably designed to
ensure further compliance with the provisions of Section 17(a) and Rules 17a-3
and 17a-4 thereunder.
Item 3. Source and Amount of Funds or Other Consideration
Concord II originally acquired the shares of Common Stock as more fully set
forth in a Schedule 13D filed on April 4, 1997.
Effective September 2, 1997, Dillon, Read Holding Inc., the parent of
Dillon, Read Inc. and Dillon Read, which served as a manager of Concord II,
merged with and into SBC/DRH Merger, Inc., a wholly owned direct subsidiary of
Swiss Bank Corporation. Dillon, Read Holding Inc. was the corporate survivor of
the transaction and it then changed its name to SBC Warburg Dillon Read Holding
Inc. Dillon Read merged with and into SBC Warburg, Inc., a wholly owned indirect
subsidiary of Swiss Bank Corporation. Dillon Read was the corporate survivor of
the transaction and it then changed its name to SBC Warburg Dillon Read Inc. In
Page 3 of 6 Pages
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connection with such transaction Dillon Read assigned its rights and obligations
as manager of Concord II to Ticonderoga Capital, Inc., a newly formed entity
controlled by former employees of Dillon Read In addition, in connection with
the merger, Dillon Read Inc., the general partner of Venture Associates II,
assigned its managing general partner interest in Venture Associates II to CPML
Associates, Inc., the successor general partner of Venture Associates II.
As a result of such transactions, Concord II is no longer deemed affiliated
with SBC Warburg Dillon Read Inc. SBC Warburg Dillon Read Inc. retains an
indirect, non-voting interest in Concord II.
Item 4. Purpose of Transaction.
All of the shares of Common Stock were acquired by Concord II in
transactions originally involving investments by the predecessors of Concord II
in the Company, as more fully described in Item 3 of this Schedule 13D. The
merger of Dillon Read and SBC Warburg, Inc. and the subsequent change of name to
SBC Warburg Dillon Read Inc. was effective September 2, 1997.
Concord II acquired the Common Stock owned of record by it in the ordinary
course of its respective investment activities and as contemplated by its
organizational documents.
Except as described in this Statement, as of the date hereof, Concord II
has not formulated any specific plans or proposals which relate to or would
result in: (a) the acquisition by any person of additional securities of the
Company or the disposition of securities of the Company; (b) an extraordinary
corporate transaction, such as a merger, reorganization or liquidation involving
the Company; (c) a sale or transfer of a material amount of assets of the
Company; (d) any change in the present board of directors or management of the
Company, including any plans or proposals to change the number or term of
directors or to fill any existing vacancies on the board; (e) any material
change in the present capitalization or dividend policy of the Company; (f) any
other material change in the Company's business or corporate structure; (g)
changes in the Company's charter or bylaws or other actions which may impede the
acquisition of control of the Company by any person; (h) causing a class of
securities of the Company to be delisted from a national securities exchange or
to cease to be authorized to be quoted in an inter-dealer quotation (i) causing
a class of equity securities of the Company to become eligible for termination
of registration pursuant to Section 12(g)(4) of the Securities Exchange Act of
1934, as amended (the "Act"); or (j) any action similar to any of those
enumerated above.
Item 5. Interests in Securities of the Issuer
(a) As of December 31, 1997, Concord II beneficially owns 247,430 shares of
Common Stock, representing 2.6% of the Outstanding Shares.
Except as set forth herein, to the best knowledge of Concord II, none of
the other persons identified in this filing currently owns, or has any right to
acquire, any shares of Common Stock.
(b) As noted in Item 2, Venture Associates II has the sole voting power and
investment power with respect to the shares of Common Stock reported in this
Statement as being beneficially owned by Concord II.
(c) On October 17, 1997, Concord II sold 50,000 shares of Common Stock
pursuant to a registered public offering and on October 27, 1997 sold an
additional 160,000 shares pursuant to an over-allotment option to said offering,
all at $18.546 per share. On November 14, 1997, Concord II distributed 49,564
shares of Common Stock to Venture Associates II at $18.546 per share.
(d) To the best knowledge of Concord II, no person other than those
identified in this Schedule has the right to receive or the power to direct the
receipt of dividends from, or the proceeds from the sale of, the securities
reported on this Schedule.
(e) Concord II ceased to be beneficial owner of more than five percent of
the Common Stock as of October 17, 1997, after the offering
Page 4 of 6 Pages
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described in Item 5(c). As a result of the merger described in Item 3 and the
related change in control of Concord II, the Common Stock held by Concord II is
no longer aggregated with the Common Stock held by the Reporting Persons
reflected in the filing on April 4, 1997.
Item 6. Contracts, Arrangements, Understanding or Relationships with Respect to
Securities of the Issuer
None.
Item 7. Material to be Filed as Exhibits
None.
Page 5 of 6 Pages
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SIGNATURES
The undersigned certify that, after reasonable inquiry and to the best of
their respective knowledge and belief, the information set forth in the Schedule
13D is true, complete and correct.
CONCORD PARTNERS II, LP
By: Venture Associates II, L.P.
its General Partner
By: CPML Associates, Inc.
its General Partner
By:/s/ Peter A. Leidel
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Name: Peter A. Leidel
Title: Attorney-in-Fact
Dated: January 6, 1998
Page 6 of 6 Pages
