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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
_______________
SCHEDULE 13G
Under the Securities Exchange Act of 1934
(Amendment No. _________)(1)
Lason, Inc.
_______________
(Name of Issuer)
Common Stock, par value $.01 per share
______________________________________
(Title of Class of Securities)
51808R 10 7
_____________
(CUSIP Number)
_______________
Page 1 of 10 Pages
____________________
(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 the disclosures provided in a prior cover page.
The information required in 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).
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CUSIP No. 51808R 10 7 13G Page 2 of 10 Pages
-------------- --- ----
- --------------------------------------------------------------------------------
1 NAME OF REPORTING PERSON
Golder, Thoma, Cressey, Rauner Fund IV, 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 CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
- --------------------------------------------------------------------------------
NUMBER OF 5 SOLE VOTING POWER
SHARES None (See Item 4)
---------------------------------------------
BENEFICIALLY 6 SHARED VOTING POWER
OWNED BY 2,500,002 (See Item 4)
---------------------------------------------
EACH 7 SOLE DISPOSITIVE POWER
REPORTING None (See Item 4)
---------------------------------------------
PERSON 8 SHARED DISPOSITIVE POWER
WITH 2,500,002 (See Item 4)
- --------------------------------------------------------------------------------
9 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
2,500,002 (See Item 4)
- --------------------------------------------------------------------------------
10 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES* [X]
- --------------------------------------------------------------------------------
11 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
29.0%
- --------------------------------------------------------------------------------
12 TYPE OF REPORTING PERSON*
PN
- --------------------------------------------------------------------------------
* SEE INSTRUCTIONS BEFORE FILLING OUT!
<PAGE> 3
CUSIP No. 51808R 10 7 13G Page 3 of 10 Pages
-------------- --- ----
- --------------------------------------------------------------------------------
1 NAME OF REPORTING PERSON
GTCR IV, 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 CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
- --------------------------------------------------------------------------------
NUMBER OF 5 SOLE VOTING POWER
SHARES None (See Item 4)
---------------------------------------------
BENEFICIALLY 6 SHARED VOTING POWER
OWNED BY 2,500,002 (See Item 4)
---------------------------------------------
EACH 7 SOLE DISPOSITIVE POWER
REPORTING None (See Item 4)
---------------------------------------------
PERSON 8 SHARED DISPOSITIVE POWER
WITH 2,500,002 (See Item 4)
- --------------------------------------------------------------------------------
9 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
2,500,002 (See Item 4)
- --------------------------------------------------------------------------------
10 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES* [X]
- --------------------------------------------------------------------------------
11 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
29.0%
- --------------------------------------------------------------------------------
12 TYPE OF REPORTING PERSON*
PN
- --------------------------------------------------------------------------------
* SEE INSTRUCTIONS BEFORE FILLING OUT!
<PAGE> 4
CUSIP No. 51808R 10 7 13G Page 4 of 10 Pages
-------------- --- ----
- --------------------------------------------------------------------------------
1 NAME OF REPORTING PERSON
Golder, Thoma, Cressey, Rauner, Inc.
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 CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
- --------------------------------------------------------------------------------
NUMBER OF 5 SOLE VOTING POWER
SHARES None (See Item 4)
---------------------------------------------
BENEFICIALLY 6 SHARED VOTING POWER
OWNED BY 2,500,002 (See Item 4)
---------------------------------------------
EACH 7 SOLE DISPOSITIVE POWER
REPORTING None (See Item 4)
---------------------------------------------
PERSON 8 SHARED DISPOSITIVE POWER
WITH 2,500,002 (See Item 4)
- --------------------------------------------------------------------------------
9 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
2,500,002 (See Item 4)
- --------------------------------------------------------------------------------
10 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES* [X]
- --------------------------------------------------------------------------------
11 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
29.0%
- --------------------------------------------------------------------------------
12 TYPE OF REPORTING PERSON*
CO
- --------------------------------------------------------------------------------
* SEE INSTRUCTIONS BEFORE FILLING OUT!
<PAGE> 5
ITEM 1(a) NAME OF ISSUER.
Lason, Inc. (the "Company")
ITEM 1(b) ADDRESS OF ISSUER'S PRINCIPAL EXECUTIVE OFFICES.
1305 Stephenson Highway
Troy, Michigan 48083
ITEM 2(a) NAMES OF PERSONS FILING.
This statement is filed jointly by each of the
following persons pursuant to Rule 13d-(1)(f) promulgated by
the Securities and Exchange Commission (the "SEC") under
Section 13 of the Securities Exchange Act of 1934, as amended
(the "Act"): (i) Golder, Thoma, Cressey, Rauner Fund IV, L.P.,
a Delaware limited partnership (the "Fund"), by virtue of its
direct beneficial ownership of Common Stock, (ii) GTCR IV,
L.P., a Delaware limited partnership ("GTCR IV"), by virtue of
it being the general partner of the Fund, and (iii) Golder,
Thoma, Cressey, Rauner, Inc., a Delaware corporation ("GTCR
Inc."), by virtue of it being the general partner of GTCR IV.
The Fund, GTCR IV and GTCR Inc. are sometimes referred to
herein individually as a "Reporting Person" and collectively as
the "Reporting Persons."
Information with respect to each of the Reporting Persons is
given solely by such Reporting Person, and no Reporting Person
assumes responsibility for the accuracy or completeness of
information by another Reporting Person. By their signature on
this statement, each of the Reporting Persons agrees that this
statement is filed on behalf of such Reporting Person.
The Reporting Persons may be deemed to constitute a "group" for
purposes of Section 13(d)(3) of the Act. The Reporting Persons
and the other parties to the Voting Agreement (as defined in
Item 4) may also be deemed to constitute a "group" for purposes
of Section 13(d)(3) of the Act. The Reporting Persons
expressly disclaim that they have agreed to act as a group
other than as described in this statement.
ITEM 2(b) ADDRESS OF PRINCIPAL BUSINESS OFFICE OR, IF NONE, RESIDENCE.
The principal business address of the Reporting Persons is 6100
Sears Tower, Chicago, Illinois, 60606-6402.
ITEM 2(c) CITIZENSHIP.
The Fund and GTCR IV are limited partnerships organized under
the laws of the State of Delaware. GTCR Inc. is a corporation
organized under the laws of the State of Delaware.
ITEM 2(d) TITLE OF CLASS OF SECURITIES.
Common Stock, par value $.01 per share ("Common Stock").
ITEM 2(e) CUSIP NO.
51808R 10 7
ITEM 3 IF THIS STATEMENT IS FILED PURSUANT TO RULES 13d-1(b), OR 13d-2(b),
CHECK WHETHER THE PERSON FILING IS A:
This statement is filed pursuant to Rule 13d-1(c). As such,
the listed alternatives are not applicable.
Page 5 of 10 Pages
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ITEM 4 OWNERSHIP.
(a) AMOUNT BENEFICIALLY OWNED:
The Fund is the registered owner of 2,500,002 shares of Common
Stock or approximately 29.0% of the Common Stock outstanding as
of December 31, 1996, assuming there are 8,610,246 shares of
Common Stock outstanding as of such date.
The Company, the Fund, and Robert A. Yanover, Allen J. Nesbitt,
the Allen J. Nesbitt Living Trust dated December 7, 1994, the
James A. Nesbitt and Jennifer Rebecca Nesbitt Irrevocable Trust
effective as of January 1, 1996, the Robert A. Yanover Living
Trust u/a/d May 11, 1982, the Joseph Jonathan Yanover and
Jennifer D. Yanover Irrevocable Trust dated January 5, 1993,
and the Joseph Jonathan Yanover and Jennifer D. Yanover
Irrevocable Trust No. 2 dated August 6, 1996 (together, the
"Other Stockholders") are parties to a Voting Agreement, dated
as of October 7, 1996 (the "Voting Agreement"). The Voting
Agreement provides that the parties thereto will vote in the
same manner on certain issues, including the election of
directors. The Fund and the Other Stockholders may be deemed
to be a "group" for purposes of Section 13d-3 of the Act as a
result of the Voting Agreement, and, based on the information
contained in the Schedule 13G filed by the Other Stockholders
with respect to the year ended December 31, 1996, may be deemed
to be the beneficial owner of and share the power to vote or
direct the vote of 2,203,261 additional shares of Common Stock
that are subject to the terms of the Voting Agreement as of
December 31, 1996. If the Fund was deemed to be the beneficial
owner of or share the power to vote or direct the vote of such
additional shares of Common Stock, the Fund would be deemed to
be the beneficial owner of and share the power to vote or
direct the vote of an aggregate of 4,703,263 shares or
approximately 54.6% of the Common Stock. The Fund disclaims
beneficial ownership of (and the power to vote or direct the
vote of) the shares of Common Stock beneficially owned by the
Other Stockholders.
By virtue of the relationship between the Fund and GTCR IV
describe in Item 2(a), GTCR IV may be deemed to possess
indirect beneficial ownership of and share the power to vote or
direct the vote of the shares of Common Stock beneficially
owned by the Fund, and, by virtue of the relationship between
the Fund, GTCR IV and GTCR Inc. described in Item 2(a), GTCR
Inc. may be deemed to possess indirect beneficial ownership of
and share the power to vote or direct the vote of the Shares of
Common Stock beneficially owned by the Fund. GTCR IV and GTCR
Inc. disclaim beneficial ownership of (and the power to vote or
direct the vote of) the shares of Common Stock beneficially
owned by the Fund. The filing of this statement by GTCR IV and
GTCR Inc. shall not be construed as an admission that either
GTCR IV or GTCR Inc. is, for the purposes Section 13(d) or
Section 13(g) of the Act, the beneficial owner of (or possesses
the power to vote or direct the vote of) any securities covered
by this statement.
(b) PERCENT OF CLASS: (Based on 8,610,246 shares outstanding as of
December 31, 1996)
29.0%
(c) NUMBER OF SHARES AS TO WHICH SUCH PERSON HAS:
(i) Sole power to vote or to direct the vote: None
(See Item 4(a))
(ii) Shared power to vote or to direct the vote: 2,500,002
(See Item 4(a))
(iii) Sole power to dispose or to direct the disposition of:
None (See Item 4(a))
(iv) Shared power to dispose or to direct the disposition of:
2,500,002 (See Item 4(a))
Page 6 of 10 Pages
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ITEM 5 OWNERSHIP OF FIVE PERCENT OR LESS OF A CLASS.
If this statement is filed to report the fact that as of the
date hereof, the Reporting Persons have ceased to be the
beneficial owners of more than five percent of the class of
securities, check the following [ ].
ITEM 6 OWNERSHIP OF MORE THAN FIVE PERCENT ON BEHALF OF ANOTHER PERSON.
Not applicable
ITEM 7 IDENTIFICATION AND CLASSIFICATION OF THE SUBSIDIARY WHICH ACQUIRED
THE SECURITY BEING REPORTED ON BY THE PARENT HOLDING COMPANY.
Not applicable
ITEM 8 IDENTIFICATION AND CLASSIFICATION OF MEMBERS OF THE GROUP.
Not applicable
ITEM 9 NOTICE OF DISSOLUTION OF GROUP.
Not applicable
ITEM 10 CERTIFICATION.
Not applicable
Page 7 of 10 Pages
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EXHIBITS
Exhibit I Joint Filing Agreement among the Reporting Persons pursuant to
Rule 13d-1(f) under the Securities Exchange Act of 1934, as
amended.
Page 8 of 10 Pages
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SIGNATURE
After reasonable inquiry and to the best of my knowledge and
belief, I certify that the information set forth in this statement is true,
complete and correct.
Date: February 13, 1997 GOLDER, THOMA, CRESSEY, RAUNER FUND IV, L.P.
By: GTCR IV, L.P., its General Partner
By: GOLDER, THOMA, CRESSEY, RAUNER, INC.,
its General Partner
By: /s/ Joseph P. Nolan
---------------------------------------
Name: Joseph P. Nolan
Title: Principal
GTCR IV, L.P.
By: GOLDER, THOMA, CRESSEY, RAUNER, INC.,
its General Partner
By: /s/ Joseph P. Nolan
---------------------------------------
Name: Joseph P. Nolan
Title: Principal
GOLDER, THOMA, CRESSEY, RAUNER, INC.
By: /s/ Joseph P. Nolan
---------------------------------------
Name: Joseph P. Nolan
Title: Principal
Page 9 of 10 Pages
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EXHIBIT I
SCHEDULE 13G JOINT FILING AGREEMENT
The undersigned and each other person executing this joint
filing agreement (this "Agreement") agree as follows:
(i) The undersigned and each other person executing this
Agreement are individually eligible to use the Schedule 13G to which this
Exhibit is attached and such Schedule 13G is filed on behalf of the undersigned
and each other person executing this Agreement; and
(ii) The undersigned and each other person executing this
Agreement are responsible for the timely filing of such Schedule 13G and any
amendments thereto, and for the completeness and accuracy of the information
concerning such person contained therein; but none of the undersigned or any
other person executing this Agreement is responsible for the completeness or
accuracy of the information statement concerning any other persons making the
filing, unless such person knows or has reason to believe that such information
is inaccurate.
This Agreement may be executed in any number of counterparts,
each of which shall be deemed to be an original, but all of which, taken
together, shall constitute one and the same instrument.
* * * * *
Date: February 13, 1997 GOLDER, THOMA, CRESSEY, RAUNER FUND IV, L.P.
By: GTCR IV, L.P., its General Partner
By: GOLDER, THOMA, CRESSEY, RAUNER, INC.,
its General Partner
By: /s/ Joseph P. Nolan
-------------------------------------
Name: Joseph P. Nolan
Title: Principal
GTCR IV, L.P.
By: GOLDER, THOMA, CRESSEY, RAUNER, INC.,
its General Partner
By: /s/ Joseph P. Nolan
-----------------------------------
Name: Joseph P. Nolan
Title: Principal
GOLDER, THOMA, CRESSEY, RAUNER, INC.
By: /s/ Joseph P. Nolan
-------------------------------------
Name: Joseph P. Nolan
Title: Principal
Page 10 of 10 Pages
