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 AND AMENDMENTS THERETO
FILED PURSUANT TO RULE 13d-2(A)
CTC Communications Group, Inc.
- ---------------------------------------------------------------------
(Name of Issuer)
Common Stock, $.01 par value per share
- ---------------------------------------------------------------------
(Title of Class of Securities)
126418 10 2
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(CUSIP Number)
Mark E. Nunnelly
Bain Capital, Inc.
Two Copley Place
Boston, Massachusetts 02116
(617) 572-3000
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(Name, Address and Telephone Number of Person Authorized
to Receive Notices and Communications)
With a copy to:
Eric L. Cochran, Esq.
Skadden, Arps, Slate, Meagher & Flom LLP
Four Times Square
New York, New York 10036
(212) 735-3000
May 16, 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 that 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: o
CUSIP NO. 126418 10 2 13D PAGE 2 OF 51 PAGES
1 NAMES OF REPORTING PERSONS
S.S. OR I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS
Bain Capital Fund VI, L.P.
04-3405560
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
NUMBER OF 7 SOLE VOTING POWER
SHARES 642,940
BENEFICIALLY 8 SHARED VOTING POWER
OWNED BY 0 (see Item 5)
EACH 9 SOLE DISPOSITIVE POWER
REPORTING 642,940
PERSON 10 SHARED DISPOSITIVE POWER
WITH 0 (see Item 5)
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
642,940 (see Item 5)
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
SHARES |_|
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
2.4%
14 TYPE OF REPORTING PERSON*
PN
*SEE INSTRUCTIONS BEFORE FILLING OUT!
CUSIP NO. 126418 10 2 13D PAGE 3 OF 51 PAGES
1 NAMES OF REPORTING PERSONS
S.S. OR I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS
Bain Capital VI Coinvestment Fund, L.P.
04-3405561
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
NUMBER OF 7 SOLE VOTING POWER
SHARES 713,380
BENEFICIALLY 8 SHARED VOTING POWER
OWNED BY 0 (see Item 5)
EACH 9 SOLE DISPOSITIVE POWER
REPORTING 713,380
PERSON 10 SHARED DISPOSITIVE POWER
WITH 0 (see Item 5)
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
713,380 (see Item 5)
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
SHARES |_|
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
2.7%
14 TYPE OF REPORTING PERSON*
PN
*SEE INSTRUCTIONS BEFORE FILLING OUT!
CUSIP NO. 126418 10 2 13D PAGE 4 OF 51 PAGES
1 NAMES OF REPORTING PERSONS
S.S. OR I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS
BCIP Associates II
04-3404818
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
NUMBER OF 7 SOLE VOTING POWER
SHARES 36,780
BENEFICIALLY 8 SHARED VOTING POWER
OWNED BY 0 (see Item 5)
EACH 9 SOLE DISPOSITIVE POWER
REPORTING 36,780
PERSON 10 SHARED DISPOSITIVE POWER
WITH 0 (see Item 5)
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
36,780 (see Item 5)
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
SHARES |_|
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
0.1%
14 TYPE OF REPORTING PERSON*
PN
*SEE INSTRUCTIONS BEFORE FILLING OUT!
CUSIP NO. 126418 10 2 13D PAGE 5 OF 51 PAGES
1 NAMES OF REPORTING PERSONS
S.S. OR I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS
BCIP Trust Associates II
04-3400371
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
NUMBER OF 7 SOLE VOTING POWER
SHARES 3,900
BENEFICIALLY 8 SHARED VOTING POWER
OWNED BY 0 (see Item 5)
EACH 9 SOLE DISPOSITIVE POWER
REPORTING 3,900
PERSON 10 SHARED DISPOSITIVE POWER
WITH 0 (see Item 5)
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
3,900 (see Item 5)
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
SHARES |_|
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
Less than 0.1%
14 TYPE OF REPORTING PERSON*
PN
*SEE INSTRUCTIONS BEFORE FILLING OUT!
CUSIP NO. 126418 10 2 13D PAGE 6 OF 51 PAGES
1 NAMES OF REPORTING PERSONS
S.S. OR I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS
BCIP Associates II-B
04-3404819
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
NUMBER OF 7 SOLE VOTING POWER
SHARES 6,760
BENEFICIALLY 8 SHARED VOTING POWER
OWNED BY 0 (see Item 5)
EACH 9 SOLE DISPOSITIVE POWER
REPORTING 6,760
PERSON 10 SHARED DISPOSITIVE POWER
WITH 0 (see Item 5)
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
6,760 (see Item 5)
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
SHARES |_|
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
Less than 0.1%
14 TYPE OF REPORTING PERSON*
PN
*SEE INSTRUCTIONS BEFORE FILLING OUT!
CUSIP NO. 126418 10 2 13D PAGE 7 OF 51 PAGES
1 NAMES OF REPORTING PERSONS
S.S. OR I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS
BCIP Trust Associates II-B
04-3400372
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
NUMBER OF 7 SOLE VOTING POWER
SHARES 5,140
BENEFICIALLY 8 SHARED VOTING POWER
OWNED BY 0 (see Item 5)
EACH 9 SOLE DISPOSITIVE POWER
REPORTING 5,140
PERSON 10 SHARED DISPOSITIVE POWER
WITH 0 (see Item 5)
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
5,140 (see Item 5)
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
SHARES |_|
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
Less than 0.1%
14 TYPE OF REPORTING PERSON*
PN
*SEE INSTRUCTIONS BEFORE FILLING OUT!
CUSIP NO. 126418 10 2 13D PAGE 8 OF 51 PAGES
1 NAMES OF REPORTING PERSONS
S.S. OR I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS
BCIP Associates II-C
04-3424217
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
NUMBER OF 7 SOLE VOTING POWER
SHARES 6,460
BENEFICIALLY 8 SHARED VOTING POWER
OWNED BY 0 (see Item 5)
EACH 9 SOLE DISPOSITIVE POWER
REPORTING 6,460
PERSON 10 SHARED DISPOSITIVE POWER
WITH 0 (see Item 5)
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
6,460 (see Item 5)
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
SHARES |_|
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
Less than 0.1%
14 TYPE OF REPORTING PERSON*
PN
*SEE INSTRUCTIONS BEFORE FILLING OUT!
CUSIP NO. 126418 10 2 13D PAGE 9 OF 51 PAGES
1 NAMES OF REPORTING PERSONS
S.S. OR I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS
PEP Investments Pty Limited
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
New South Wales, Australia
NUMBER OF 7 SOLE VOTING POWER
SHARES 2,140
BENEFICIALLY 8 SHARED VOTING POWER
OWNED BY 0 (see Item 5)
EACH 9 SOLE DISPOSITIVE POWER
REPORTING 2,140
PERSON 10 SHARED DISPOSITIVE POWER
WITH 0 (see Item 5)
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
2,140 (see Item 5)
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
SHARES |_|
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
Less than 0.1%
14 TYPE OF REPORTING PERSON*
OO
*SEE INSTRUCTIONS BEFORE FILLING OUT!
CUSIP NO. 126418 10 2 13D PAGE 9 OF 51 PAGES
1 NAMES OF REPORTING PERSONS
S.S. OR I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS
Sankaty High Yield Asset Partners, L.P.
04-3395139
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
NUMBER OF 7 SOLE VOTING POWER
SHARES 7,500
BENEFICIALLY 8 SHARED VOTING POWER
OWNED BY 0 (see Item 5)
EACH 9 SOLE DISPOSITIVE POWER
REPORTING 7,500
PERSON 10 SHARED DISPOSITIVE POWER
WITH 0 (see Item 5)
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
7,500 (see Item 5)
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
SHARES |_|
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
Less than 0.1%
14 TYPE OF REPORTING PERSON*
PN
*SEE INSTRUCTIONS BEFORE FILLING OUT!
CUSIP NO. 126418 10 2 13D PAGE 10 OF 51 PAGES
1 NAMES OF REPORTING PERSONS
S.S. OR I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS
Sankaty High Yield Partners II, L.P.
04-3490549
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
NUMBER OF 7 SOLE VOTING POWER
SHARES 22,500
BENEFICIALLY 8 SHARED VOTING POWER
OWNED BY 0 (see Item 5)
EACH 9 SOLE DISPOSITIVE POWER
REPORTING 22,500
PERSON 10 SHARED DISPOSITIVE POWER
WITH 0 (see Item 5)
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
22,500 (see Item 5)
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
SHARES |_|
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
0.1%
14 TYPE OF REPORTING PERSON*
PN
*SEE INSTRUCTIONS BEFORE FILLING OUT!
CUSIP NO. 126418 10 2 13D PAGE 11 OF 51 PAGES
1 NAMES OF REPORTING PERSONS
S.S. OR I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS
Brookside Capital Partners Fund, L.P.
04-3313066
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
NUMBER OF 7 SOLE VOTING POWER
SHARES 52,500
BENEFICIALLY 8 SHARED VOTING POWER
OWNED BY 0 (see Item 5)
EACH 9 SOLE DISPOSITIVE POWER
REPORTING 52,500
PERSON 10 SHARED DISPOSITIVE POWER
WITH 0 (see Item 5)
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
52,500 (see Item 5)
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
SHARES |_|
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
0.2%
14 TYPE OF REPORTING PERSON*
PN
*SEE INSTRUCTIONS BEFORE FILLING OUT!
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 "Common Stock" or "Shares"), of
CTC Communications Group, Inc., a Delaware corporation (the "Company"). The
principal executive offices of the Company are located at 220 Bear Hill
Road, Waltham, Massachusetts 02451.
Item 2. Identity and Background.
-----------------------
(a) - (c) and (f). This Statement is being jointly filed by each
of the following persons (the "Reporting 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) Bain Capital Fund VI, L.P. ("BCF VI"), a Delaware limited
partnership, by virtue of its direct beneficial ownership of 32,147
shares of Series B Preferred Stock, $.01 par value per share (the
"Series B Preferred Stock), of the Company;
(ii) Bain Capital VI Coinvestment Fund, L.P. ("BCF VI-Co"), a Delaware
limited partnership, by virtue of its direct beneficial ownership of
35,669 shares of Series B Preferred Stock;
(iii) BCIP Associates II ("BCIP II"), a Delaware general partnership, by
virtue of its direct beneficial ownership of 1,839 shares of Series B
Preferred Stock;
(iv) BCIP Trust Associates II ("BCIPT II"), a Delaware general
partnership, by virtue of its direct beneficial ownership of 195
shares of Series B Preferred Stock;
(v) BCIP Associates II-B ("BCIP II-B"), a Delaware general partnership,
by virtue of its direct beneficial ownership of 338 shares of Series
B Preferred Stock;
(vi) BCIP Trust Associates II-B ("BCIPT II-B"), a Delaware general
partnership, by virtue of its direct beneficial ownership of 257
shares of Series Preferred Stock;
(vii) BCIP Associates II-C ("BCIP II-C"), a Delaware general partnership,
by virtue of its direct beneficial ownership of 323 shares of Series
B Preferred Stock;
(viii)PEP Investments Pty Limited ("PEP"), a New South Wales limited
company, by virtue of its direct beneficial ownership of 107 shares
of Series B Preferred Stock;
(ix) Sankaty High Yield Asset Partners, L.P. ("Sankaty"), a Delaware
limited partnership, by virtue of its direct beneficial ownership of
375 shares of Series B Preferred Stock;
(x) Sankaty High Yield Partners II, L.P. ("Sankaty II"), a Delaware
limited partnership, by virtue of its direct beneficial ownership of
1,125 shares of Series B Preferred Stock; and
(xi) Brookside Capital Partners Fund, L.P. ("Brookside"), a Delaware
limited partnership, by virtue of its direct beneficial ownership of
2,625 shares of Series B Preferred Stock.
The Reporting Persons have entered into a Joint Filing Agreement, a
copy of which is filed with this Statement as Exhibit 1 (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.
Bain Capital Partners VI, L.P., a Delaware limited partnership ("BCP
VI") is the sole general partner of BCF VI and BCF VI-Co. Bain Capital
Investors VI, Inc., a Delaware corporation ("BCI VI Inc."), is the sole
general partner of BCP VI. Mr. W. Mitt Romney is the sole shareholder, sole
director, Chief Executive Officer and President of BCI VI Inc. and thus is
the controlling person of BCI VI Inc.
Bain Capital, Inc., a Delaware corporation ("Bain Capital"), is the
sole managing partner of BCIP II, BCIPT II, BCIP II-B, BCIPT II-B, and BCIP
II-C (collectively, the "BCIP Entities"). Mr. W. Mitt Romney is the sole
shareholder, sole director, Chief Executive Officer and President of Bain
Capital and thus is the controlling person of Bain Capital.
By a power of attorney, PEP has appointed Bain Capital and each of
its officers its attorneys-in-fact, with full power and authority to act,
with respect to certain matters, including the right to vote and dispose of
securities owned by PEP.
Sankaty High Yield Asset Investors, LLC, a Delaware limited liability
company ("Sankaty LLC"), is the sole general partner of Sankaty. Sankaty
High Yield Asset Investors, Ltd., a Bermuda corporation ("Sankaty Ltd."),
is the managing member of Sankaty LLC. Mr. W. Mitt Romney is the sole
shareholder, a director and President of Sankaty Ltd. and thus is the
controlling person of Sankaty, Ltd.
Sankaty High Yield Asset Investors II, LLC, a Delaware limited
liability company ("Sankaty II LLC"), is the sole general partner of
Sankaty II. Sankaty Investors II, LLC, a Delaware limited company ("Sankaty
Investors II"), is the managing member of Sankaty II LLC.
Brookside Capital Investors, L.P., a Delaware limited partnership
("Brookside Investors"), is the sole general partner of Brookside.
Brookside Capital Investors, Inc., a Delaware corporation ("Brookside
Inc."), is the sole general partner of Brookside Investors. Mr. W. Mitt
Romney is the sole shareholder, sole director, President and Chief
Executive Officer of Brookside Inc. and thus is the controlling person of
Brookside Inc.
Under Fund VI's partnership agreement, Fund VI and the BCIP Entities
are generally required to make and dispose of securities of an issuer on
the same terms and conditions and dispose of securities in the same
proportions. PEP also makes and disposes of securities of an issuer in the
same proportions as Fund VI and the BCIP Entities.
Each of the Reporting Persons 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 and BCF VI-Co. BCI VI Inc. is
principally engaged in the business of serving as the general partner for
BCP VI and ultimate general partner of BCF VI and BCF VI-Co. Brookside
Investors is principally engaged in the business of serving as the general
partner for Brookside. Brookside Inc. is principally engaged in the
business of serving as the general partner for Brookside Investors and
ultimate general partner of Brookside. Sankaty LLC is principally engaged
in the business of serving as the general partner for Sankaty. Sankaty Ltd.
is principally engaged in the business of serving as the managing member of
Sankaty LLC and ultimate general partner of Sankaty. Bain Capital is
principally engaged in the business of serving as the managing general
partner for the BCIP Entities. Sankaty II LLC is principally engaged in the
business of serving as the general partner of Sankaty II. Sankaty Investors
II is principally engaged in the business of serving as managing member of
Sankaty II LLC and ultimate general partner of Sankaty II. The principal
occupation of Mr. W. Mitt Romney is set forth on Schedule A to this
Statement.
Attached as Schedule A to this Statement is information concerning
the Reporting Persons and other persons to which such information is
required to be disclosed in response to Item 2 and General Instruction C to
Schedule 13D.
Except as otherwise set forth herein, the business address of the
Reporting Persons is Two Copley Place, Boston, Massachusetts, 02116. The
principal business address of Sankaty Ltd. is Reid House, 31 Church Street,
Hamilton Hm 12, Bermuda. The principal business address of PEP is Level 34,
The Chifley Tower, 2 Chifley Square, Sydney, New South Wales, Australia.
(d) and (e). During the past five years, none of the Reporting
Persons or their executive officers or directors has been convicted in a
criminal proceeding (excluding traffic violations or similar misdemeanors).
During the past five years, none of the Reporting Persons or their
executive officers or directors was a party to a civil proceeding of a
judicial or administrative body of competent jurisdiction as a result of
which such person was or is subject to a judgment, decree or final order
enjoining future violations of, or prohibiting or mandating activity
subject to, federal or state securities laws or finding any violation with
respect to such laws.
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 furnished 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.
Item 3. Source and Amount of Funds or Other Consideration.
-------------------------------------------------
Pursuant to a Stock Purchase Agreement, dated as of March 22, 2000
(the "Stock Purchase Agreement"), by and among the Company, Credit Suisse
First Boston Equity Partners, L.P., Credit Suisse First Boston Equity
Partners (Bermuda), L.P., Credit Suisse First Boston U.S. Executive
Advisors, L.P. and EMA Private Equity Fund 1999, L.P. (collectively, the
"Original Investors"), the Original Investors were entitled, subject to
compliance with the terms and conditions set forth therein, to purchase
200,000 shares of Series B Convertible Preferred Stock, $0.01 par value per
share (the "Series B Preferred Stock"), of the Company for aggregate
consideration of $200,000,000. The Company and the Original Investors
subsequently entered into Amendment No. 1 to the Stock Purchase Agreement
and an Assignment and Assumption Agreement, dated as of April 12, 2000
("Amendment No. 1"), with the Reporting Persons and certain entities
affiliated with Thomas H. Lee Company (collectively, the "Co-Investors"
and, together with the Original Investors, the "Investors"), pursuant to
which the Original Investors assigned to the Co-Investors their right to
purchase 150,000 shares of Series B Preferred Stock under the Stock
Purchase Agreement.
Pursuant to the Stock Purchase Agreement, as amended, the
Reporting Persons purchased an aggregate of 75,000 shares of Series B
Preferred Stock for an aggregate cash purchase price of $75,000,000. Of
this amount, BCF VI purchased 32,147 shares of Series B Preferred Stock for
$32,147,000, BCF VI-Co purchased 35,669 shares of Series B Preferred Stock
for $35,669,000, BCIP II purchased 1,839 shares of Series B Preferred Stock
for $1,839,000, BCIPT II purchased 195 shares of Series B Preferred Stock
for $195,000, BCIP II-B purchased 338 shares of Series B Preferred Stock
for $338,000, BCIPT II-B purchased 257 shares of Series B Preferred Stock
for $257,000, BCIP II-C purchased 323 shares of Series B Preferred Stock
for $323,000, PEP purchased 107 shares of Series B Preferred Stock for
$107,000, Sankaty purchased 375 shares of Series B Preferred Stock for
$375,000, Sankaty II purchased 1,125 shares of Series B Preferred Stock for
$1,125,000 and Brookside purchased 2,625 shares of Series B Preferred Stock
for $2,625,000.
Each of the Reporting Persons obtained funds to make the purchases
described herein through capital contributions from their partners.
Item 4. Purpose of Transactions.
-----------------------
The Reporting Persons purchased the Series B Preferred Stock for
general investment purposes and retain the right to change their investment
intent. Subject to market conditions and other factors, including the
restrictions on transfer and other restrictions described below, the
Reporting Persons may acquire or dispose of securities of the Company from
time to time in future open-market, privately negotiated or other
transactions.
The Series B Preferred Stock is convertible, at the option of the
holder, into shares of the Company's Common Stock. For each share of Series
B Preferred Stock converted into Common Stock, the holder is entitled to
receive that number of shares of Common Stock equal to (x) $1,000 plus
accrued and unpaid dividends through the date of conversion divided by (y)
the then effective conversion price for the Series B Preferred Stock (the
"Conversion Price"), which is currently $50.00 per share. If at any time
the average market price of the Common Stock for a period of 30 consecutive
trading days equals or exceeds 200% of the Conversion Price or fewer than
15% of the number of shares of Series B Preferred Stock issued on May 16,
2000 (the "Closing Date") remain outstanding, then the Company may cause
the conversion of the outstanding shares of Series B Preferred Stock at the
then effective Conversion Price. If the Company were to cause the
conversion of the Series B Preferred Stock prior to the third anniversary
of the Closing Date, the Series B Preferred Stock would be deemed to have
accrued dividends to the third anniversary of the Closing Date.
The Series B Preferred Stock will pay quarterly dividends at the
rate per annum of 8.25% of the stated amount thereof. Dividends are payable
in additional shares of Series B Preferred Stock prior to the third
anniversary of the Closing Date, and thereafter dividends are payable, at
the option of the Company, in cash or additional shares of Series B
Preferred Stock. The Series B Preferred Stock will vote on an as converted
basis with the Common Stock on matters submitted to the holders of the
Common Stock, and the Series B Preferred Stock will vote as a separate
class on certain specified matters, including specified "change-of-control"
events.
Under the terms of the Certificate of Designation for the Series B
Preferred Stock (the "Certificate of Designation"), on and after the third
anniversary of the Closing Date, the Company has the right to redeem the
outstanding shares of Series B Preferred Stock at a redemption price equal
to the stated amount of $1,000 per share plus accrued and unpaid dividends
thereon to the redemption date. On the tenth anniversary of the Closing
Date, the Company is required to redeem the outstanding shares of Series B
Preferred Stock out of funds legally available therefor at a redemption
price equal to the stated amount of $1,000 per share plus accrued and
unpaid dividends thereon to the redemption date.
Under the terms of the Stock Purchase Agreement, for so long as
the Reporting Persons own at least 50% of the number of shares of Series B
Preferred Stock issued to them on the Closing Date, the Reporting Persons
have the right to nominate one director to the Board of Directors of the
Company. On the Closing Date, Mark E. Nunnelly was appointed to the Board
of Directors of the Company as the Reporting Persons' nominee. If the
Company fails to comply with certain consent rights of the holders of
Series B Preferred Stock contained in the Stock Purchase Agreement, and
such failure continues for 60 days after notice to the Company from the
holders of a majority of the outstanding shares of Series B Preferred
Stock, the Investors will be entitled to nominate a number of directors
that would constitute a majority of the Board of Directors of the Company.
The Stock Purchase Agreement also provides that, until the seventh
anniversary of the Closing Date, the Investors will not: (i) acquire any
shares of capital stock of the Company, except (x) in a transaction
approved by the Board of Directors of the Company or (y) as dividends or as
a result of stock splits and similar reclassifications or received in a
consolidation, merger or other business combination in respect of, in
exchange for or upon conversion of shares of Series B Preferred Stock or
securities held by the Investors at the time of such dividend, split or
reclassification, consolidation or merger or business combination; (ii)
solicit proxies or consents or become a "participant" in a "solicitation"
(as such terms are defined in Regulation 14A under the Exchange Act) of
proxies or consents with respect to any voting securities of the Company or
initiate or become a participant in any stockholder proposal or "election
contest" (as such term is defined in Rule 14a-11 under the Exchange Act)
with respect to the Company or induce others to initiate the same; (iii)
publicly or privately propose, encourage, solicit or participate in the
solicitation of any person or entity to acquire, offer to acquire or agree
to acquire, by merger, tender offer, purchase or otherwise, the Company or
a substantial portion of the assets or more than 5% of the outstanding
capital stock; or (iv) directly or indirectly join in or in any way
participate in a pooling agreement, syndicate, voting trust or other
similar arrangement with respect to the Company's voting securities or
otherwise act in concert with any other person (other than controlled
affiliates) for the purpose of acquiring, holding, voting or disposing of
the Company's securities.
The Stock Purchase Agreement provides that, prior to the third
anniversary of the Closing Date, the Investors may not sell, transfer,
assign, convey, gift, mortgage, pledge, encumber, hypothecate or dispose
of, directly or indirectly, any shares of Series B Preferred Stock or
shares of Common Stock issuable upon conversion of the Series B Preferred
Stock, except for (i) transfers to affiliated transferees, (ii) transfers
to the Company in connection with any conversion or redemption of the
Series B Preferred Stock, (iii) transfers pursuant to the registration
rights described below, (iv) transfers pursuant to a merger or
consolidation involving the Company as a constituent corporation, (v)
transfers in connection with a tender offer approved by the Board of
Directors of the Company and (vi) certain other permitted transfers,
subject in the case of certain of these transfers to the transferee
agreeing to be bound by transfer restrictions contained in the Stock
Purchase Agreement. After the third anniversary of the Closing Date, the
Investors may transfer shares of Series B Preferred Stock or shares of
Common Stock issuable upon conversion of the Series B Preferred Stock
without the restrictions described above to any person who is not a
competitor of the Company or any of its subsidiaries, subject to applicable
federal and state securities laws.
On May 16, 2000, the Investors entered into a Registration Rights
Agreement (the "Registration Rights Agreement") with the Company, pursuant
to which the Investors have the right to require the Company to register
the shares of Common Stock issuable upon conversion of the Series B
Preferred Stock (the "Registrable Securities"). At any time after the one
year anniversary of the Closing Date, upon demand of not less than the
holders of 20% or $30 million of the Registrable Securities on a fully
diluted basis after giving effect to the conversion of all of the Series B
Preferred Stock, the Company will be required to file a registration
statement under the Securities Act of 1933, as amended (the "Securities
Act"), covering the sale of such securities. The Company will not be
required to file more than three such demand registration statements.
Pursuant to the terms of the Registration Rights Agreement, the holders of
Registrable Securities have unlimited "piggyback" registration rights
subject to standard underwriters' cutbacks.
Amendment No. 1 to the Stock Purchase Agreement is filed as an
exhibit to this Schedule 13D and is incorporated herein by reference. The
Stock Purchase Agreement, the Certificate of Designation and the
Registration Rights Agreement have been filed as exhibits to the Company's
Current Report on Form 8-K filed with the Commission on April 19, 2000 and
are incorporated herein by reference. The foregoing descriptions of such
agreements are not intended to be complete and are qualified in their
entirety by reference to such exhibits.
Item 5. Interest in Securities of the Issuer.
------------------------------------
(a) and (b). By virtue of the relationships described herein, the
Reporting Persons may be deemed to constitute a "group" within the meaning
of Rule 13d-5(b) under the Exchange Act. As a member of a group, each
Reporting Person may be deemed to share voting and dispositive power with
respect to, and therefore beneficially own, the Shares beneficially owned
by the members of the group as a whole. As of the date hereof, the
Reporting Persons collectively own an aggregate of 1,500,000 Shares, or
approximately 5.5% of the Outstanding Shares (as defined below). For
purposes of calculating ownership percentages in this Schedule 13D, the
number of "Outstanding Shares" includes (i) 25,991,529 Shares outstanding
on May 16, 2000 based on information provided to the Reporting Persons by
the Company and (ii) the Shares issuable upon conversion of the Series B
Preferred Stock held by the Reporting Persons whose ownership is being
measured, excluding for such purpose the Shares issuable upon conversion of
any other shares of Series B Preferred Stock or other convertible
securities. Each of the Reporting Persons expressly disclaims beneficial
ownership of those Shares held by any other members of such group or of
Shares held individually by certain directors or executive officers of
certain of the Reporting Persons, if any.
As of the date hereof, by virtue of its beneficial ownership of
32,147 shares of Series B Preferred Stock, BCF VI beneficially owns 642,940
Shares, representing approximately 2.4% of the Outstanding Shares. BCF VI
has sole voting and sole dispositive power with respect to such shares.
As of the date hereof, by virtue of its beneficial ownership of
35,669 shares of Series B Preferred Stock, BCF VI-Co beneficially owns
713,380 Shares, representing approximately 2.7% of the Outstanding Shares.
BCF VI-Co has sole voting and sole dispositive power with respect to such
shares.
BCP VI, as the sole general partner of BCF VI and BCF VI-Co, may
be deemed to share voting and dispositive power with respect to 1,356,320
Shares currently held by BCF VI and BCF VI-Co, representing approximately
5.0% of the Outstanding Shares. The filing of this Statement by BCP VI
shall not be construed as an admission that BCP VI is, for the purpose of
Section 13(d) of the Exchange Act, the beneficial owner of such shares held
by BCF VI and BCF VI-Co.
BCI VI Inc., as the sole general partner of BCP VI, may be deemed
to share voting and dispositive power with respect to 1,356,320 Shares
currently held by BCF VI and BCF VI-Co, representing approximately 5.0% of
the Outstanding Shares. The filing of this Statement by BCI VI Inc. shall
not be construed as an admission that BCI VI Inc. is, for the purpose of
Section 13(d) of the Exchange Act, the beneficial owner of such shares held
by BCF VI and BCF VI-Co.
As of the date hereof, by virtue of its beneficial ownership of
1,839 shares of Series B Preferred Stock, BCIP II beneficially owns 36,780
Shares, representing approximately 0.1% of the Outstanding Shares. BCIP II
has sole voting and sole dispositive power with respect to such shares.
As of the date hereof, by virtue of its beneficial ownership of
195 shares of Series B Preferred Stock, BCIPT II beneficially owns 3,900
Shares, representing less than 0.1% of the Outstanding Shares. BCIPT II has
sole voting and sole dispositive power with respect to such shares.
As of the date hereof, by virtue of its beneficial ownership of
338 shares of Series B Preferred Stock, BCIP II-B beneficially owns 6,760
Shares, representing less than 0.1% of the Outstanding Shares. BCIP II-B
has sole voting and sole dispositive power with respect to such shares.
As of the date hereof, by virtue of its beneficial ownership of
257 shares of Series B Preferred Stock, BCIPT II-B beneficially owns 5,140
Shares, representing less than 0.1% of the Outstanding Shares. BCIPT II-B
has sole voting and sole dispositive power with respect to such shares.
As of the date hereof, by virtue of its beneficial ownership of
323 shares of Series B Preferred Stock, BCIP II-C beneficially owns 6,460
Shares, representing less than 0.1% of the Outstanding Shares. BCIP II-C
has sole voting and sole dispositive power with respect to such shares.
Bain Capital, as the managing general partner of the BCIP
Entities, may be deemed to share voting and dispositive power with respect
to 59,040 Shares currently held by such entities, representing
approximately 0.2% of the Outstanding Shares. The filing of this Statement
shall not be construed as an admission that Bain Capital is, for the
purpose of Section 13(d) of the Exchange Act, the beneficial owner of such
shares held by BCIP Entities.
As of the date hereof, by virtue of its beneficial ownership of
107 shares of Series B Preferred Stock, PEP beneficially owns 2,140 Shares,
representing less than 0.1% of the Outstanding Shares. PEP has sole voting
and sole dispositive power with respect to such shares.
As of the date hereof, by virtue of its beneficial ownership of
375 shares of Series B Preferred Stock, Sankaty beneficially owns 7,500
Shares, representing less than 0.1% of the Outstanding Shares. Sankaty has
sole voting and sole dispositive power with respect to such shares.
As of the date hereof, by virtue of its beneficial ownership of
1,125 shares of Series B Preferred Stock, Sankaty II beneficially owns
22,500 Shares, representing approximately 0.1% of the Outstanding Shares.
Sankaty II has sole voting and sole dispositive power with respect to such
shares.
Sankaty LLC, as the sole general partner of Sankaty, may be deemed
to share voting and dispositive power with respect to 7,500 Shares
currently held by Sankaty, representing less than 0.1% of the Outstanding
Shares. The filing of this Statement shall not be construed as an admission
that Sankaty LLC is, for the purpose of Section 13(d) of the Exchange Act,
the beneficial owner of such shares held by Sankaty.
Sankaty Ltd., as the managing member of Sankaty LLC, may be deemed
to share voting and dispositive power with respect to 7,500 Shares
currently held by Sankaty, representing less than 0.1% of the Outstanding
Shares. The filing of this Statement shall not be construed as an admission
that Sankaty Ltd. is, for the purpose of Section 13(d) of the Exchange Act,
the beneficial owner of such shares held by Sankaty.
Sankaty II LLC, as the sole general partner of Sankaty II, may be
deemed to share voting and dispositive power with respect to 22,500 Shares
currently held by Sankaty II, representing approximately 0.1% of the
Outstanding Shares. The filing of this Statement shall not be construed as
an admission that Sankaty II LLC is, for the purpose of Section 13(d) of
the Exchange Act, the beneficial owner of such shares held by Sankaty II.
Sankaty Investors II, as the managing member of Sankaty II LLC,
may be deemed to share voting and dispositive power with respect to 22,500
Shares currently held by Sankaty II, representing approximately 0.1% of the
Outstanding Shares. The filing of this Statement shall not be construed as
an admission that Sankaty Investors II is, for the purpose of Section 13(d)
of the Exchange Act, the beneficial owner of such shares held by Sankaty
II.
As of the date hereof, by virtue of its beneficial ownership of
2,625 shares of Series B Preferred Stock, Brookside beneficially owns
52,500 Shares, representing approximately 0.2% of the Outstanding Shares.
Brookside has sole voting and sole dispositive power with respect to such
shares.
Brookside Investors, as the sole general partner of Brookside, may be
deemed to share voting and dispositive power with respect to 52,500 Shares
currently held by Brookside, representing approximately 0.2% of the
Outstanding Shares. The filing of this Statement shall not be construed as
an admission that Brookside Investors is, for the purpose of Section 13(d)
of the Exchange Act, the beneficial owner of such shares held by Brookside.
Brookside Inc., as the sole general partner of Brookside Investors,
may be deemed to share voting and dispositive power with respect to 52,500
Shares currently held by Brookside, representing approximately 0.1% of the
Outstanding Shares. The filing of this Statement by shall not be construed
as an admission that Brookside Inc. is, for the purpose of Section 13(d) of
the Exchange Act, the beneficial owner of such shares held by Brookside.
Mr. Romney may be deemed to share voting and dispositive power with
respect to (i) 59,040 Shares currently held by BCIP Entities, in his
capacity as sole shareholder of Bain Capital; (ii) 1,356,320 Shares
currently held by BCF VI and BCF VI-Co, in his capacity as sole shareholder
of BCI VI Inc.; (iii) 52,500 Shares currently held by Brookside, in his
capacity as sole shareholder of Brookside, Inc.; and (iv) 30,000 Shares
currently held by Sankaty and Sankaty II, in his capacity as sole
shareholder of Sankaty Ltd. The filing of this Statement by shall not be
construed as an admission that Mr. Romney is, for the purpose of Section
13(d) of the Exchange Act, the beneficial owner of shares held by such
entities.
All of the foregoing information as to number of Shares and
percentage of the Outstanding Shares beneficially owned is set forth
without giving effect to the accrual of dividends payable in additional
shares of Series B Preferred Stock.
Neither the filing of this Schedule 13D nor any of its contents
shall be deemed to constitute an admission that a Reporting Person is the
beneficial owner of any of the Shares other than those which such Reporting
Person has acquired pursuant to the Stock Purchase Agreement, as amended.
(c) The responses to Items 3 and 4 of this Schedule 13D are
incorporated herein by reference.
(d) Not applicable.
(e) Not applicable.
Item 6. Contracts, Arrangements, Understandings or Relationships with
Respect to Securities of the Issuer.
-------------------------------------------------------------
The responses to Items 3, 4 and 5 of this Schedule 13D and the
Exhibits to this Schedule 13D are incorporate herein by reference.
Except for the agreements described in Items 3 and 4, to the best
knowledge of the Reporting Persons, there are no contracts, arrangements,
understandings or relationships (legal or otherwise) between the persons
named in Item 2, 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, finder's fees, joint ventures, loan or option arrangements,
puts or calls, guarantees of profits, division of profits or loss, or the
giving or withholding of proxies.
Item 7. Material to be Filed as Exhibits.
--------------------------------
Exhibit 1:* Joint Filing Agreement dated as of May 26, 2000 by
and among the Reporting Persons.
Exhibit 2: Stock Purchase Agreement dated as of March 22, 2000
by and among the Company, Credit Suisse First
Boston Equity Partners, L.P., Credit Suisse First
Boston Equity Partners (Bermuda) L.P. Credit Suisse
First Boston U.S. Executive Advisers, L.P. and EMA
Private Equity Fund 1999, L.P. (the "CSFB Investors")
(incorporated herein by reference to Exhibit 10.1 to the
Company's Current Report on Form 8-K filed with the
Commission on April 19, 2000).
Exhibit 3:* Amendment No. 1 to Stock Purchase Agreement dated
as of April 12, 2000 by and among the Company, the
CSFB Investors, Thomas H. Lee Equity Fund IV, L.P.,
Thomas H. Lee Foreign Fund IV, L.P., Thomas H.
Foreign Fund-B, L.P., Thomas H. Lee Investors
Limited Partnership, Thomas H. Lee Charitable
Investment Limited Partnership, 1997 Thomas H. Lee
Nominee Trust, Bain Capital Fund VI, L.P., Bain
Capital VI Coinvestment Fund, L.P., BCIP Associates
II, BCIP Trust Associates II, BCIP Associates II-B,
BCIP Associates II-B, BCIP Trust Associates II-B,
BCIP Associates II-C, PEP Investments Pty Ltd.
Brookside Capital Partners Fund L.P., Sankaty High
Yield Asset Partners, L.P. and the Investors set
forth on the signature pages thereto.
Exhibit 4: Certificate of Designation relating to the Series B
Preferred Stock (incorporated herein by reference
to Exhibit 3.1 to the Company's Current Report on
Form 8-K filed with the Commission on April 19,
2000).
Exhibit 5: Form of Registration Rights Agreement by and among
the Company and the persons listed on the signature
pages thereto (incorporated herein by reference to
Exhibit 10.2 to the Company's Current Report on
Form 8-K filed with the Commission on April 19,
2000).
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.
Date: May 26, 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/ Mark E. Nunnelly
-----------------------------------
Name: Mark E. Nunnelly
Title: Managing Director
Date: May 26, 2000 BAIN CAPITAL VI COINVESTMENT FUND, L.P.
By: Bain Capital Partners VI, L.P.,
its General Partner
By: Bain Capital Investors VI, Inc.,
its General Partner
By: /s/ Mark E. Nunnelly
------------------------------------
Name: Mark E. Nunnelly
Title: Managing Director
Date: May 26, 2000 BCIP ASSOCIATES II
BCIP ASSOCIATES II-B
BCIP ASSOCIATES II-C
BCIP TRUST ASSOCIATES II
BCIP TRUST ASSOCIATES II-B
By: Bain Capital Inc.
By: /s/ Mark E. Nunnelly
------------------------------------
Name: Mark E. Nunnelly
Title: Managing Director
Date: May 26, 2000 PEP INVESTMENTS PTY LIMITED
By: Bain Capital, Inc.,
its Attorney-in-Fact
By: /s/ Mark E. Nunnelly
------------------------------------
Name: Mark E. Nunnelly
Title: Managing Director
Date: May 26, 2000 BROOKSIDE CAPITAL PARTNERS FUND, L.P.
By: /s/ Roy Edgar Brakeman, III
------------------------------------
Name: Roy Edgar Brakeman, III
Title: Managing Director
Date: May 26, 2000 SANKATY HIGH YIELD ASSET PARTNERS, L.P.
By: /s/ Jonathan S. Lavine
------------------------------------
Name: Jonathan S. Lavine
Title: Managing Director
and Chief Investment Officer
Date: May 26, 2000 SANKATY HIGH YIELD PARTNERS II, L.P.
By: /s/ Jonathan S. Lavine
------------------------------------
Name: Jonathan S. Lavine
Title: Managing Director
and Chief Investment Officer
SCHEDULE A
Bain Capital Partners VI, L.P. ("BCP VI") is the sole general partner
of Bain Capital Fund VI, L.P. ("BCF VI") and Bain Capital VI Coinvestment
Fund, L.P. ("BCF VI-Co"). 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
directors or executive officers for BCI VI Inc.: Joshua Bekenstein
(Treasurer and Managing Director), Edward W. Conrad (Managing Director),
John P. Connaughton (Managing Director), Paul B. Edgerley (Managing
Director), Robert C. Gay (Vice Chairman and Managing Director), Michael A.
Krupka (Managing Director ), Jonathan S. Lavine (Managing Director), Ronald
P. Mika (Managing Director), Mark E. Nunnelly (Managing Director), Stephen
G. Pagliuca (Secretary and Managing Director), Dwight M. Poler (Managing
Director), Joseph P. Preflow (Managing Director), and Mr. Robert F. White
(Managing Director).
Bain Capital, Inc. ("Bain Capital") is the managing general partner
for BCIP Associates II ("BCIP II"), BCIP Associates II-B ("BCIP II-B"),
BCIP Associates II- C ("BCIP II-C"), BCIP Trust Associates II ("BCIPT II")
and BCIP Trust Associates II-B ("BCIPT II-B"). Mr. Romney is the sole
stockholder, sole director, Chief Executive Officer, Managing Director,
Chairman and President of Bain Capital. In addition, the following persons
serve as directors or executive officers for Bain Capital: Joshua
Bekenstein (Treasurer and Managing Director), Roy Edgar Brakeman, III
(Managing Director), Edward Conard (Managing Director), John P. Connaughton
(Managing Director), Paul B. Edgerley (Managing Director), Robert C. Gay
(Vice Chairman and Managing Director), Michael A. Krupka (Managing
Director), Jonathan S. Lavine (Managing Director), Ronald P. Mika (Managing
Director), Mark E. Nunnelly (Managing Director), Stephen G. Pagliuca
(Secretary and Managing Director), Dwight M. Poler (Managing Director),
Joseph P. Preflow (Managing Director), Robert F. White (Managing Director)
and Domenic J. Ferrante (Managing Director).
Brookside Capital Investors, L.P. ("Brookside Investors") is the sole
general partner of Brookside Capital Partners Fund, L.P. ("Brookside"). The
following persons serve as Managing Directors of Brookside: Joshua
Bekenstein, Roy Edgar Barkeman, III, Paul B. Edgerley, Domenic J. Ferrante
and Mr. Romney. Brookside Capital Investors, Inc. ("Brookside Inc.") is the
sole general partner of Brookside Investors. Mr. Romney is the sole
stockholder, sole director, Chief Executive Officer, Chairman and President
of Brookside Inc. In addition, Michele D. May serves as Vice President and
Secretary of Brookside Inc.
Sankaty High Yield Asset Investors, LLC ("Sankaty Investors") is the
sole general partner of Sankaty High Yield Asset Partners, L.P.
("Sankaty"). Sankaty High Yield Asset Investors, Ltd. ("Sankaty Ltd.") is
the managing member of Sankaty Investors. Mr. Romney is the sole
shareholder, a director and President of Sankaty Ltd. The following persons
are also executive officers or directors for Sankaty Ltd.: Michele May
(Vice President and Assistant Secretary); Ann Marie Viglione (Vice
President) and H. Bruce Murray (Secretary). In addition, the following
persons serve as executive officers or directors for Sankaty and Sankaty
High Yield Partners II, L.P. ("Sankaty II"): Jonathan S. Lavine (Managing
Director and Chief Investment Officer), Diane J. Exter (Portfolio Manager
and Executive Vice President), Neil Reiner (Portfolio Manager and Executive
Vice President), Kristen Mugford (Portfolio Manager and Executive Vice
President), and Stacy Braatz (Secretary).
Sankaty High Yield Asset Investors II, LLC ("Sankaty II LLC") is sole
general partner of Sankaty II. Sankaty Investors II, LLC ("Sankaty
Investors II") is the managing member of Sankaty II LLC.
EXHIBIT 1
JOINT FILING AGREEMENT
In accordance with Rule 13d-1(f) promulgated under the Securities
Exchange Act of 1934, as amended, the undersigned hereby agree to the joint
filing with all other Reporting Persons listed below on behalf of each of
them of a Statement on Schedule 13D (including any amendments thereto) with
respect to the common stock, par value $0.01 per share, of CTC
Communications Group, Inc., a Delaware corporation. The undersigned further
consent and agree to the inclusion of this Agreement as an Exhibit to such
Schedule 13D. This Agreement may be executed in any number of counterparts,
all of which taken together shall constitute one and the same instrument.
Date: May 26, 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/ Mark E. Nunnelly
Name: Mark E. Nunnelly
Title: Managing Director
Date: May 26, 2000 BAIN CAPITAL VI COINVESTMENT FUND, L.P.
By: Bain Capital Partners VI, L.P.,
its General Partner
By: Bain Capital Investors VI, Inc.,
its General Partner
By: /s/ Mark E. Nunnelly
Name: Mark E. Nunnelly
Title: Managing Director
Date: May 26, 2000 BCIP ASSOCIATES II
BCIP ASSOCIATES II-B
BCIP ASSOCIATES II-C
BCIP TRUST ASSOCIATES II
BCIP TRUST ASSOCIATES II-B
By: Bain Capital Inc.
By: /s/ Mark E. Nunnelly
Name: Mark E. Nunnelly
Title: Managing Director
Date: May 26, 2000 PEP INVESTMENTS PTY LIMITED
By: Bain Capital, Inc.,
its Attorney-in-Fact
By: /s/ Mark E. Nunnelly
Name: Mark E. Nunnelly
Title: Managing Director
Date: May 26, 2000 BROOKSIDE CAPITAL PARTNERS FUND, L.P.
By: /s/ Roy Edgar Brakeman, III
Name: Roy Edgar Brakeman, III
Title: Managing Director
Date: May 26, 2000 SANKATY HIGH YIELD ASSET PARTNERS, L.P.
By: /s/ Jonathan S. Lavine
Name: Jonathan S. Lavine
Title: Managing Director
and Chief Investment Officer
Date: May 26, 2000 SANKATY HIGH YIELD PARTNERS II, L.P.
By: /s/ Jonathan S. Lavine
Name: Jonathan S. Lavine
Title: Managing Director
and Chief Investment Officer
EXHIBIT 3
AMENDMENT NO. 1 TO THE SERIES B PREFERRED STOCK PURCHASE
AGREEMENT AND ASSIGNMENT AND ASSUMPTION
This Amendment No. 1 to the Series B Preferred Stock Purchase Agreement
and Assignment and Assumption is made as of April 12, 2000 by and among the
following:
(i) CTC Communications Group, Inc., a Delaware corporation (the
"Company");
(ii) each of the Persons listed on the signature pages hereto as an
Original Purchaser (each, individually an "Original Purchaser,"
and collectively, the "Original Purchasers"); and
(iii) each of the Persons listed on the signature pages hereto as
Additional Purchasers (each, individually an "Additional
Purchaser," and collectively, the "Additional Purchasers").
WITNESSETH:
WHEREAS, the Company and the Original Purchasers have entered into a
Series B Preferred Stock Purchase Agreement dated as of March 22, 2000 (the
"Purchase Agreement") and now desire to modify the Purchase Agreement as
set forth herein;
WHEREAS, the Original Purchasers desire to assign, pursuant to
Section 8.2 of the Purchase Agreement (as modified hereby, the "Amended
Purchase Agreement"), a portion of their rights to purchase shares of
Series B Preferred Stock to the Additional Purchasers; and
WHEREAS, the Additional Purchasers wish to accept such assignment and
to join the Amended Purchase Agreement as Purchasers;
NOW, THEREFORE, in consideration of the foregoing and the mutual
covenants and agreements set forth below, the parties hereto agree as
follows:
1. Definitions. Capitalized terms used but not defined herein shall
have the meanings assigned to those terms in the Purchase Agreement.
2. Amendments to the Purchase Agreement.
2.1 Section 4.1.10 of the Purchase Agreement hereby is amended
and restated in its entirety as follows:
"4.1.10. Board of Directors. The Company shall have taken
all the steps necessary to cause the individuals designated pursuant
to Section 5.3.2 to be elected to the Board of Directors immediately
after the Closing."
2.2 Section 5 of the Purchase Agreement hereby is amended by
inserting the phrase ", as adjusted as appropriate to reflect stock
splits, stock combinations, stock dividends, stock reclassifications
or similar events" in the following places: (a) in Section 5.3.1(ii)
immediately after the phrase "(or Common Stock into which such
Preferred Stock was convertible)", (b) in Section 5.3.1(iii)
immediately after the phrase "(or Common Stock into which such
Preferred Stock was convertible)", (c) in Section 5.3.2 immediately
after the phrase "(or Common Stock into which such Preferred Stock
was convertible)", (d) in Section 5.3.7 immediately after the phrase
"(or Common Stock into which such Preferred Stock was convertible)"
each time it appears therein, (e) in Section 5.5 immediately after
the phrase "50% of the shares of Preferred Stock issued on the
Closing Date", and (f) in Section 5.6.2 immediately after the phrase
"30% of the shares of Series B Preferred Stock issued on the Closing
Date".
2.3 Section 5.5 of the Purchase Agreement hereby is amended by
deleting the phrase "provided, however, that notwithstanding the
foregoing the Purchasers and subsequent holders of the Securities may
Transfer Shares" and replacing it with the phrase "provided, however,
that notwithstanding the foregoing the Purchasers and subsequent
holders of the Securities may Transfer Securities".
2.4 Section 8.2 of the Purchase Agreement hereby is amended by
deleting the phrase "one-third" each time it occurs therein and
replacing it in each case with the phrase "thirty-seven and one-half
percent (37.5%)" and by deleting the phrase "within ten days"
appearing therein and replacing it with the phrase "within 21 days".
2.5 Exhibit A to the Purchase Agreement shall be amended and
restated in its entirety as set forth in Exhibit A attached hereto.
2.6 Exhibit B to the Purchase Agreement (Certificate of
Designation) hereby is amended as follows:
2.6.1 By deleting the phrase "Series B or Series C
Preferred Stock" each time it occurs in the Section 2 in the
definition of "Change of Control" and replacing it in each
instance with the phrase "Series B Preferred Stock" and by
deleting the phrase "or similar provisions in any Agreement
relating to the Series C Preferred Stock" also appearing in such
definition;
2.6.2 By deleting the definition of "Series C Preferred
Stock" appearing in Section 2;
2.6.3 By deleting the phrase "plus an amount equal to all
dividends accrued and unpaid thereon to the date fixed for
redemption, whether declared or undeclared" appearing in clause
(a) of Section 6.1;
2.6.4 By deleting the following appearing in Section
8.10.2:
"(B) as consideration for the acquisition of a business
or of assets, (C) in a firmly committed underwritten public
offering, (D) to the Corporation's joint venture partners in
exchange for interests in the relevant joint venture, (E) issued
in connection with issuances of debt registered under the
Securities Act of 1933, as amended, or in a transaction not
requiring registration pursuant to Rule 144A thereunder or (F)
upon exercise or conversion of any security the issuance of which
caused an adjustment under Section 8.10.1, 8.10.3 or 8.10.4 hereof
or the issuance of which did not require adjustment thereunder)"
and replacing it with the following:
"(B) as consideration for the acquisition of a business
or of assets, but only to the extent the aggregate consideration
for all such acquisitions consummated after the Closing Date, for
which the consideration per security determined as set forth below
is less than the Conversion Price on the date of the relevant
issuance, does not exceed $200,000,000, (C) to the Corporation's
joint venture partners in exchange for interests in the relevant
joint venture, (D) issued in connection with issuances of debt
registered under the Securities Act of 1933, as amended, or in a
transaction not requiring registration pursuant to Rule 144A
thereunder or (E) upon exercise or conversion of any security the
issuance of which caused an adjustment under Section 8.10.1,
8.10.3 or 8.10.4 hereof or the issuance of which did not require
adjustment thereunder)";
2.6.5 By deleting the phrase "determined by dividing the
number of shares of Common Stock issuable upon exercise or
conversion of such rights, options, warrants or other securities
by the sum of" appearing in Section 8.10.2 and replacing it with
the phrase "determined by dividing (i) the number of shares of
Common Stock issuable upon exercise or conversion of such rights,
options, warrants or other securities into (ii) the sum of";
2.6.6 By deleting the following appearing in Section
8.10.3:
"(B) as consideration for the acquisition of a business
or of assets, (C) in a firmly committed underwritten public
offering, (D) to the Corporation's joint venture partners in
exchange for interests in the relevant joint venture, (E) issued
in connection with issuances of debt registered under the
Securities Act of 1933, as amended, or in a transaction not
requiring registration pursuant to Rule 144A thereunder (F) upon
conversion of the Series B Preferred Stock, (G) upon exercise of
conversion of any security outstanding as of the Closing Date or
(H) upon exercise or conversion of any security the issuance of
which caused an adjustment under Section 8.10.1, 8.10.2 or 8.10.4
hereof or the issuance of which did not require adjustment
thereunder)"
and replacing it with the following:
"(B) as consideration for the acquisition of a business
or of assets, but only to the extent the aggregate consideration
for all such acquisitions consummated after the Closing Date, for
which the consideration per share is less than the Conversion
Price on the date of the relevant issuance, does not exceed
$200,000,000, (C) to the Corporation's joint venture partners in
exchange for interests in the relevant joint venture, (D) issued
in connection with issuances of debt registered under the
Securities Act of 1933, as amended, or in a transaction not
requiring registration pursuant to Rule 144A thereunder, (E) upon
conversion of the Series B Preferred Stock, (F) upon exercise of
conversion of any security outstanding as of the Closing Date or
(G) upon exercise or conversion of any security the issuance of
which caused an adjustment under Section 8.10.1, 8.10.2 or 8.10.4
hereof or the issuance of which did not require adjustment
thereunder)";
2.6.7 By deleting the phrase "(the "Trigger Price")"
appearing in Sections 8.10.2 and 8.10.3;
2.6.8 By deleting the phrase "at the Trigger Price"
appearing in Sections 8.10.2 and 8.10.3 and replacing it in each
instance with the phrase "at the Conversion Price on the date of
such issuance"; and
2.6.9 By deleting the phrase "Section 4.6" appearing in
Section 8.10.5 and replacing it with the phrase "Section 4.5".
2.7 Exhibit C to the Purchase Agreement (Registration Rights
Agreement) hereby is amended as follows:
2.7.1 By inserting the phrase "the lesser of" immediately
before the phrase "20% or $30 million" appearing in Section
2.a(i);
2.7.2 By deleting the phrase ", with rights to be
included therein," as it currently appears in clause (2) of
Section 5.a(i) and by inserting the phrase "with rights to be
included therein" in clause (2) of Section 5.a(i) immediately
after the phrase "Common Stock of all holders"; and
2.7.3 By inserting the phrase "(whether pursuant to
Section 2 or Section 3 hereof)" immediately before the period at
the end of Section 5.a(i).
3. Assignment. Pursuant to Section 8.2 of the Amended Purchase
Agreement, the Original Purchasers hereby assign (a) to the Additional
Purchasers listed on the signature pages hereto as Bain Funds (together,
the "Bain Funds") collectively the right to purchase an aggregate of
thirty-seven and one-half percent (37.5%) of the number of shares of Series
B Preferred Stock to be issued on the Closing Date; and (b) to the
Additional Purchasers listed on the signature pages hereto as TH Lee
Investors (together, the "TH Lee Investors") the right to purchase an
aggregate of thirty-seven and one-half percent (37.5%) of the number of
shares of Series B Preferred Stock to be issued on the Closing Date. The
Bain Funds shall be Bain Holders and Purchasers for all purposes under the
Amended Purchase Agreement and shall have the same rights as Purchasers as
if they were originally Purchaser parties thereto. The TH Lee Investors
shall be THL Holders and Purchasers for all purposes under the Amended
Purchase Agreement and shall have the same rights as Purchasers as if they
were originally Purchaser parties thereto.
4. Acceptance and Assumption. The Bain Funds hereby accept the
assignment set forth in Section 3 and hereby assume all obligations, and
agree to be bound by all terms and conditions, of the Amended Purchase
Agreement as if they were originally Purchaser parties thereto. The TH Lee
Investors hereby accept the assignment set forth in Section 3 and hereby
assume all obligations, and agree to be bound by all terms and conditions,
of the Amended Purchase Agreement as if they were originally Purchaser
parties thereto.
5. Further Assurances. Each of the Company, the Original Purchasers
and the Additional Purchasers agrees that it will execute and deliver such
other agreements and take such other action as is necessary to carry out
the terms and intent of this Agreement.
6. Incorporation of Certain Provisions of the Purchase Agreement. The
provisions of Section 8 of the Amended Purchase Agreement are incorporated
herein by reference as if such provisions were set forth in full herein.
IN WITNESS WHEREOF, the undersigned have executed this Agreement as a
sealed instrument as of the day and year first above written.
The Company: CTC COMMUNICATIONS GROUP, INC.
By: _________________________
Name:
Title:
[Signatures continue on following page]
The Original Purchasers:
CREDIT SUISSE FIRST BOSTON EQUITY
PARTNERS, L.P.
By: Credit Suisse First Boston Advisory
Partners, LLC, as Investment Advisor
By: __________________________________
Name:
Title:
Address for notices:
11 Madison Avenue
New York, NY 10010
Facsimile: (212) 325-2291
Attention: Hartley R. Rogers
Michael Schmertzler
CREDIT SUISSE FIRST BOSTON EQUITY
PARTNERS (BERMUDA), L.P.
By: Credit Suisse First Boston Advisory
Partners, LLC, as Investment Advisor
By: ______________________________
Name:
Title:
Address for notices:
11 Madison Avenue
New York, NY 10010
Facsimile: (212) 325-2291
Attention: Hartley R. Rogers
Michael Schmertzler
CREDIT SUISSE FIRST BOSTON U.S.
EXECUTIVE ADVISORS, L.P.
By: Credit Suisse First Boston Advisory
Partners, LLC, as Investment Advisor
By: ______________________________
Name:
Title:
Address for notices:
11 Madison Avenue
New York, NY 10010
Facsimile: (212) 325-2291
Attention: Hartley R. Rogers
Michael Schmertzler
EMA PRIVATE EQUITY FUND 1999, L.P.
By: Credit Suisse First Boston (Bermuda) Limited, as
General Partner
By: __________________________________
Name:
Title:
Address for notices:
c/o Credit Suisse First Boston Advisory
Partners, LLC
11 Madison Avenue
New York, NY 10010
Facsimile: (212) 325-2291
Attention: Hartley R. Rogers
Michael Schmertzler
The Additional Purchasers:
The Bain Funds:
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: __________________________________
Name:
Title:
BAIN CAPITAL VI COINVESTMENT FUND, L.P.
By: Bain Capital Partners VI, L.P., its general
partner
By: Bain Capital Investors VI, Inc., its general
partner
By: __________________________________
Name:
Title:
BCIP ASSOCIATES II
By: Bain Capital, Inc., its Managing Partner
By: __________________________________
Name:
Title:
BCIP TRUST ASSOCIATES II
By: Bain Capital, Inc., its Managing Partner
By: __________________________________
Name:
Title:
BCIP ASSOCIATES II-B
By: Bain Capital, Inc., its Managing Partner
By: __________________________________
Name:
Title:
BCIP TRUST ASSOCIATES II-B
By: Bain Capital, Inc., its Managing Partner
By: __________________________________
Name:
Title:
BCIP ASSOCIATES II-C
By: Bain Capital, Inc., its Managing Partner
By: ____________________________________
Name:
Title:
PEP INVESTMENTS PTY LTD.
By: Bain Capital, Inc., its attorney-in-fact
By: ____________________________________
Name:
Title: Managing Director
BROOKSIDE CAPITAL PARTNERS FUND, L.P.
By: ____________________________________
Name:
Title:
SANKATY HIGH YIELD ASSET PARTNERS, L.P.
By: ____________________________________
Name:
Title:
SANKATY HIGH YIELD PARTNERS II, L.P.
By: ______________________________________
Name:
Title:
Address for notices:
c/o Bain Capital, Inc.
Two Copley Place
Boston, MA 02116
Facsimile: (617) 572-3274
Attention:
with a copy to:
Skadden, Arps, Slate, Meagher & Flom, LLP
Four Times Square
New York, New York 10036
Facsimile: (212) 735-2000
Attention: Eric Cochran, Esq.
The TH Lee Investors:
--------------------
THOMAS H. LEE EQUITY FUND IV, L.P.
By: THL Equity Advisors IV, LLC
as General Partner
By: ___________________________________
Name:
Title:
THOMAS H. LEE FOREIGN FUND IV, L.P.
By: THL Equity Advisors IV, LLC
as General Partner
By: ___________________________________
Name:
Title:
THOMAS H. LEE FOREIGN FUND IV-B, L.P.
By: THL Equity Advisors IV, LLC
as General Partner
By: ___________________________________
Name:
Title:
THOMAS H. LEE INVESTORS LIMITED
PARTNERSHIP
By: ___________________________________
Name:
Title:
THOMAS E. LEE CHARITABLE INVESTMENT
LIMITED PARTNERSHIP
By: Thomas H. Lee
as General Partner
By: ___________________________________
1997 THOMAS H. LEE NOMINEE TRUST
By: State Street Bank and Trust Company, as Trustee
By: ___________________________________
Name:
Title:
______________________________________
DAVID V. HARKINS
______________________________________
THE HARKINS 1995 GIFT TRUST
______________________________________
SCOTT A. SCHOEN
______________________________________
C. HUNTER BOLL
______________________________________
SCOTT M. SPERLING
______________________________________
ANTHONY J. DINOVI
______________________________________
THOMAS M. HAGERTY
______________________________________
WARREN C. SMITH, JR.
______________________________________
SETH W. LAWRY
______________________________________
KENT R. WELDON
______________________________________
TERRENCE M. MULLEN
______________________________________
TODD M. ABBRECHT
______________________________________
CHARLES A. BRIZIUS
______________________________________
SCOTT L. JAECKEL
______________________________________
SOREN L. OBERG
______________________________________
THOMAS R. SHEPHERD
______________________________________
WENDY L. MASLER
______________________________________
ANDREW D. FLASTER
______________________________________
ROBERT SCHIFF LEE 1998 TRUST
______________________________________
STEPHEN ZACHARY LEE
______________________________________
CHARLES W. ROBINS AS CUSTODIAN
FOR JESSE LEE
______________________________________
CHARLES W. ROBINS AS CUSTODIAN
FOR NATHAN LEE
______________________________________
CHARLES W. ROBINS
______________________________________
JAMES WESTRA
PUTNAM INVESTMENT HOLDINGS, LLC.
By: _______________________________
Name:
Title:
Address for notices:
c/o Thomas H. Lee Company
75 State Street
Suite 2600
Boston, MA 02109
Facsimile: (617) 227-3514
Attention: Anthony DiNovi and Scott Sperling
with a copy to:
Skadden, Arps, Slate, Meagher & Flom, LLP
Four Times Square
New York, New York 10036
Facsimile: (212) 735-2000
Attention: Eric Cochran, Esq.
