<PAGE>
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D/A
Under the Securities Exchange Act of 1934
PAMECO CORPORATION
------------------
(Name of Issuer)
COMMON STOCK, PAR VALUE $0.01 PER SHARE
---------------------------------------
(Title of Class of Securities)
697934305
---------
(CUSIP Number)
Angus C. Littlejohn, Jr.
Littlejohn & Co., LLC
115 East Putnam Avenue
Greenwich, Connecticut 06830
(203) 861-4005
--------------
(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)
August 30, 2000
---------------
(Date of Event which Requires Filing of this Statement)
If the filing person has previously filed a statement on Schedule 13G to report
the acquisition which is the subject of this Schedule 13D/A, and is filing this
schedule because of Rule 13D/A-1(b)(3) or (4), check the following box [_].
Check the following box if a fee is being paid with the statement.[X] (A fee is
not required only if the reporting person: (1) has a previous statement on file
reporting beneficial ownership of more than five percent of the class of
securities described in Item 1; and (2) has filed no amendment subsequent
thereto reporting beneficial ownership of five percent or less of such class.)
(See Rule 13D/A-7.)
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 12
<PAGE>
SCHEDULE 13D/A
CUSIP NO. 697934305 PAGE 2 OF 12 PAGES
------------------------------------------------
<TABLE>
<CAPTION>
<S> <C> <C> <C>
1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Littlejohn Fund II, L.P.
-------------------------------------------------------------------------------
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) [X]
(b) [_]
-------------------------------------------------------------------------------
3 SEC USE ONLY
-------------------------------------------------------------------------------
4 SOURCE OF FUNDS
WC
-------------------------------------------------------------------------------
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS
REQUIRED PURSUANT TO ITEM 2(d) or 2(e) [_]
-------------------------------------------------------------------------------
6 CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware, United States
-------------------------------------------------------------------------------
7 SOLE VOTING POWER
10,573,174
NUMBER OF ----------------------------------------------------------
SHARES 8 SHARED VOTING POWER
BENEFICIALLY 2,182,508
OWNED BY ----------------------------------------------------------
EACH REPORTING 9 SOLE DISPOSITIVE POWER
PERSON WITH 10,573,174
-------------------------------------------------------------------------------
10 SHARED DISPOSITIVE POWER
3,115,841
-------------------------------------------------------------------------------
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
12,755,682
-------------------------------------------------------------------------------
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11)
EXCLUDES CERTAIN SHARES [_]
-------------------------------------------------------------------------------
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)*
84.0%
-------------------------------------------------------------------------------
14E TYPE OF REPORTING PERSON
PN
-------------------------------------------------------------------------------
</TABLE>
*Percentage based on a total outstanding of 15,177,899 shares of
Common Stock, consisting of (i) 3,079,677 shares of Common Stock, (ii) 140,000
shares of Series A Preferred Stock, as converted into 4,666,666 shares of Common
Stock, and 62,500 shares of Series B Preferred Stock, as converted into
3,698,223 and , (iii) warrants to purchase 140,000 shares of Series A Preferred
Stock, as exercised and as converted into 3,733,333 shares of Common Stock.
Page 2 of 12
<PAGE>
SCHEDULE 13D/A
CUSIP NO. 697934305 PAGE 3 OF 12 PAGES
------------------------------------------------
<TABLE>
<S> <C> <C> <C>
1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Littlejohn Associates II, L.L.C.
-------------------------------------------------------------------------------
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) [X]
(b) [_]
-------------------------------------------------------------------------------
3 SEC USE ONLY
-------------------------------------------------------------------------------
4 SOURCE OF FUNDS
AF
-------------------------------------------------------------------------------
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS
REQUIRED PURSUANT TO ITEM 2(d) or 2(e) [_]
-------------------------------------------------------------------------------
6 CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware, United States
-------------------------------------------------------------------------------
7 SOLE VOTING POWER
10,573,174
NUMBER OF ----------------------------------------------
SHARES 8 SHARED VOTING POWER
BENEFICIALLY 2,182,508
OWNED BY ----------------------------------------------
EACH REPORTING 9 SOLE DISPOSITIVE POWER
PERSON WITH 10,573,174
-------------------------------------------------------------------------------
10 SHARED DISPOSITIVE POWER
3,115,841
-------------------------------------------------------------------------------
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
12,755,682
-------------------------------------------------------------------------------
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11)
EXCLUDES CERTAIN SHARES [_]
-------------------------------------------------------------------------------
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)*
84.0%
-------------------------------------------------------------------------------
14E TYPE OF REPORTING PERSON
OO
-------------------------------------------------------------------------------
</TABLE>
*Percentage based on a total outstanding of 15,177,899 shares of
Common Stock, consisting of (i) 3,079,677 shares of Common Stock, (ii) 140,000
shares of Series A Preferred Stock, as converted into 4,666,666 shares of Common
Stock, and 62,500 shares of Series B Preferred Stock, as converted into
3,698,223 and , (iii) warrants to purchase 140,000 shares of Series A Preferred
Stock, as exercised and as converted into 3,733,333 shares of Common Stock.
Page 3 of 12
<PAGE>
SCHEDULE 13D/A
CUSIP NO. 697934305 PAGE 4 OF 12 PAGES
------------------------------------------------
<TABLE>
<S> <C> <C> <C>
1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Angus C. Littlejohn, Jr.
------------------------------------------------------------------------------
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) [X]
(b) [_]
------------------------------------------------------------------------------
3 SEC USE ONLY
------------------------------------------------------------------------------
4 SOURCE OF FUNDS
AF
------------------------------------------------------------------------------
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS
REQUIRED PURSUANT TO ITEM 2(d) or 2(e) [_]
------------------------------------------------------------------------------
6 CITIZENSHIP OR PLACE OF ORGANIZATION
United States
------------------------------------------------------------------------------
7 SOLE VOTING POWER
10,573,174
NUMBER OF -----------------------------------------------
SHARES 8 SHARED VOTING POWER
BENEFICIALLY 2,182,508
OWNED BY -----------------------------------------------
EACH REPORTING 9 SOLE DISPOSITIVE POWER
PERSON WITH 10,573,174
------------------------------------------------------------------------------
10 SHARED DISPOSITIVE POWER
3,115,841
------------------------------------------------------------------------------
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
12,755,682
------------------------------------------------------------------------------
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11)
EXCLUDES CERTAIN SHARES [_]
------------------------------------------------------------------------------
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)*
84.0%
------------------------------------------------------------------------------
14E TYPE OF REPORTING PERSON
IN
------------------------------------------------------------------------------
</TABLE>
*Percentage based on a total outstanding of 15,177,899 shares of
Common Stock, consisting of (i) 3,079,677 shares of Common Stock, (ii) 140,000
shares of Series A Preferred Stock, as converted into 4,666,666 shares of Common
Stock, and 62,500 shares of Series B Preferred Stock, as converted into
3,698,223 and , (iii) warrants to purchase 140,000 shares of Series A Preferred
Stock, as exercised and as converted into 3,733,3333 shares of Common Stock.
Page 4 of 12
<PAGE>
SCHEDULE 13D/A
CUSIP NO. 697934305 PAGE 5 OF 12 PAGES
------------------------------------------------
<TABLE>
<CAPTION>
<S> <C> <C> <C>
1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Quilvest American Equity Ltd.
------------------------------------------------------------------
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) [X]
(b) [_]
------------------------------------------------------------------
3 SEC USE ONLY
------------------------------------------------------------------
4 SOURCE OF FUNDS
WC
------------------------------------------------------------------
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS
REQUIRED PURSUANT TO ITEM 2(d) or 2(e) [_]
------------------------------------------------------------------
6 CITIZENSHIP OR PLACE OF ORGANIZATION
British Virgin Islands
--------------------------------------------------------------------
7 SOLE VOTING POWER
-0-
NUMBER OF ----------------------------
SHARES 8 SHARED VOTING POWER
BENEFICIALLY 3,075,047
OWNED BY ----------------------------
EACH REPORTING 9 SOLE DISPOSITIVE POWER
PERSON WITH -0-
--------------------------------------------------------------------
10 SHARED DISPOSITIVE POWER
3,075,047
--------------------------------------------------------------------
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
3,075,047
--------------------------------------------------------------------
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11)
EXCLUDES CERTAIN SHARES [_]
--------------------------------------------------------------------
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)*
55.5%
--------------------------------------------------------------------
14E TYPE OF REPORTING PERSON
CO
--------------------------------------------------------------------
</TABLE>
*Percentage based on a total outstanding of 5,538,058 shares of Common Stock,
consisting of (i) 3,079,677 outstanding shares of Common Stock, (ii) 28,000
shares of Series A Preferred Stock, as converted into 933,333 shares of Common
Stock, and 10,000 shares of Series B Preferred Stock, as converted into 591,715
shares of Common Stock and (iii) warrants to purchase 28,000 shares of Series
A Preferred Stock, as exercised and as converted into 933,333 shares of Common
Stock.
Page 5 of 12
<PAGE>
This Statement on Schedule 13D/A (this "Statement"), which is being
filed jointly by the Reporting Persons (as defined in Item 2), also constitutes
Amendment No. 5 to the Statement on Schedule 13D, as amended, previously filed
by Quilvest (as defined in Item 2) with respect to shares of Class A Common
Stock, par value $.01 per share ("Class A Common Stock"), of Pameco Corporation,
a Georgia corporation. The Class A Common Stock is currently denominated as
Common Stock, par value $.01 per share (the "Common Stock"), of Pameco
Corporation, a Delaware corporation (the "Company"). This Statement amends the
previously filed Statements on Schedule 13D filed by the Reporting Persons.
Information in this Statement with respect to Quilvest or its affiliates has
been provided by Quilvest. Information in this Statement with respect to the
other Reporting Persons has been provided by such other Reporting Persons.
ITEM 1. SECURITY AND ISSUER.
This Statement relates to the Common Stock of the Company, whose
principal executive office is located at 1000 Center Place, Norcross, Georgia
30093.
ITEM 2. IDENTITY AND BACKGROUND.
(a) The names of the directors and executive officers of Quilvest, QOL and
QV are set forth on Schedules 2, 3 and 4 hereto, respectively, which are
incorporated herein by reference.
(b) The business address of each of the persons named in Item 2(a), other
than Littlejohn, LJ Associates, Mr. Littlejohn, Quilvest, QOL and QV, is set
forth on Schedules 2, 3 and 4 hereto, which are incorporated herein by
reference.
(c) The present principal occupation of each individual set forth in Item
2(a), other than Mr. Littlejohn, is set forth on Schedules 1, 2, 3 and 4.
(d) The citizenship of each individual set forth in Item 2(a) is set forth
on Schedules 1, 2, 3 and 4 hereto.
ITEM 3. SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION.
Pursuant to a Securities Purchase Agreement, dated February 18, 2000,
by and among the Company, Quilvest and Littlejohn ("the Securities Purchase
Agreement"), on August 28, 2000, effective as of August 24, 2000 (the "Closing
Date"), Littlejohn and Quilvest purchased from the Company an aggregate of
50,000 shares of the Company's newly issued Series B Cumulative Pay-in-Kind
Convertible Preferred Stock, par value $1.00 per share ("Series B Preferred
Stock"), for a purchase price of $200 per share (or $10,000,000). Littlejohn
paid $8,000,000 in exchange for 40,000 shares of Series B Preferred Stock and
Quilvest paid $2,000,000 in exchange for 10,000 shares. Littlejohn has committed
to purchase within 30 days from the Closing Date an additional 12,500 shares of
Series B Preferred Stock from the Company at a purchase price of $200 per share
(or $2,500,000). The source of the funds to be used by Littlejohn to purchase
the Series B Preferred Stock is capital to be contributed by its limited
partners. Quilvest's portion of the purchase price for the Series B Preferred
Stock to be purchased by it will be funded by liquidity made available to
Quilvest from QV.
ITEM 4. PURPOSE OF TRANSACTION.
The Reporting Persons acquired beneficial ownership of all of their
shares of Common Stock for investment purposes and for possible resale from time
to time in open market transactions or otherwise as market conditions warrant.
Each of the Company and Littlejohn is required to make a filing under the Hart-
Scott-Rodino Antitrust Act of 1976 (the "HSR Act") with respect to the exercise
by Littlejohn of its voting and conversion rights.
Page 6 of 12
<PAGE>
On August 23, 2000, Littlejohn and the Company each made such a filing with the
Federal Trade Commission and the Department of Justice.
Subject to compliance with the HSR Act in the case of Littlejohn, the
terms of the Series B Preferred Stock will entitle the holders thereof to
convert their shares of Series B Preferred Stock into shares of Common Stock and
to vote as a class with holders of the Common Stock. Subject to compliance with
the HSR Act, in the case of Littlejohn, shares of the Series B Preferred Stock
will be fully convertible into shares of Common Stock at the initial conversion
price of $3.38 per share which is subject to customary adjustments, including
for below market issuances of securities and for dividends, distributions, stock
splits and similar events (the "Conversion Price"). Subject to compliance with
the HSR Act in the case of Littlejohn, as of August 28, 2000, each share of
Series B Preferred Stock will be convertible into approximately 59.17 shares of
Common Stock (or a total of 3,541,076 shares) and, as of such date, Littlejohn
will beneficially own approximately 84.0% of the outstanding Common Stock
(assuming the exercise and/or conversion of the Company's securities owned by it
only) and Quilvest will beneficially own approximately 55.5% of Common Stock
(assuming the exercise and/or conversion of the Company's securities owned by it
only).
The Reporting Persons at any time or from time to time may acquire
additional shares of Common Stock or dispose of shares of Common Stock. Except
as described above, the Reporting Persons have no 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 or any of its subsidiaries;
(c) A sale or transfer of a material amount of assets of the Company
or any of its subsidiaries;
(d) Any change in the present Board 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, bylaws or instruments
corresponding thereto 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 system of a registered national securities association;
(i) A class of equity securities of the Company becoming eligible for
termination of registration pursuant to Section 12(g)(4) of the Securities
Exchange Act of 1934; or
(j) Any action similar to any of those enumerated above.
Page 7 of 12
<PAGE>
ITEM 5. INTEREST IN SECURITIES OF THE ISSUER.
(a) After giving effect to the transactions described in Item 3,
Littlejohn, LJ Associates and Mr. Littlejohn beneficially own 112,000 shares of
the Company's Series A Cumulative Pay-in-Kind Preferred Stock, par value $1.00
per share (the "Series A Preferred Stock"), warrants ("Warrants") to purchase
112,000 additional shares of Series A Preferred Stock and 52,500 shares of
Series B Preferred Stock, and has the power to vote all securities beneficially
owned by Quilvest and de Vogel (which, in the case of Quilvest, currently
includes Common Stock, Series A Preferred Stock and Series B Preferred Stock,
and, in the case of de Vogel, currently includes Common Stock). After giving
effect to the transactions described in Item 3, Quilvest owns 616,667 shares of
Common Stock, 28,000 shares of Series A Preferred Stock, Warrants to purchase an
additional 28,000 shares of Series A Preferred Stock and 10,000 shares of Series
B Preferred Stock. All shares of Series A Preferred Stock and Series B
Preferred Stock are fully convertible into shares of Common Stock (subject to
compliance with the HSR Act in the case of Littlejohn with respect to the Series
B Preferred Stock). The shares of Series A Preferred Stock, Series B Preferred
Stock, Common Stock and the Warrants beneficially owned by Littlejohn, LJ
Associates and Mr. Littlejohn represent approximately 84.0% of the Common Stock
(assuming the exercise and/or conversion of the Company's securities owned by
them only) and the shares of Series A Preferred Stock, Series B Preferred Stock,
Common Stock and Warrants beneficially owned by Quilvest represent approximately
55.5% of the Common Stock (assuming the exercise and/or conversion of the
Company's securities owned by it only).
(b) Littlejohn has sole power to vote and direct the vote of any and
all shares of Common Stock beneficially owned by Littlejohn and has the shared
power to vote and direct the vote of any and all shares of Common Stock
beneficially owned by Quilvest and Willem F. P. de Vogel. Each of the voting
agreements between Littlejohn, on the one hand, and J. William Uhrig or Terbem
Limited, on the other hand, have been terminated and, as such, Littlejohn no
longer has the power to vote and direct the vote of the shares of Common Stock
beneficially owned by J. William Uhrig and Terbem Limited, respectively.
Littlejohn also has shared power to dispose of or direct the disposition of any
and all shares of Common Stock beneficially owned by Quilvest and Willem F. P.
de Vogel. In addition, Littlejohn has sole power to dispose of or direct the
disposition of any and all shares of the Common Stock beneficially owned by
Littlejohn. See the Shareholders Agreement attached as Exhibits 4 to the
Schedule 13D filed on February 29, 2000.
(c) On July 21, 2000, the Company reincorporated under the laws of the
State of Delaware, by merging with and into its newly created, wholly-owned
subsidiary, Pameco Acquisition Corporation, a Delaware corporation, which
simultaneously changed its name to Pameco Corporation (the "Reincorporation").
The Reincorporation occurred pursuant to an Agreement and Plan of Merger dated
July 21, 2000, under which the Company also conducted a 3-for-1 reverse stock
split of its Common Stock. Except as described herein and in Item 3, to the
best knowledge of the Reporting Persons, no transaction in the class of Common
Stock was effected during the past 60 days or since the last filing on Schedule
13D.
(d) Except as set forth in this Item 5, to the best knowledge of the
Reporting Persons, none of the persons named in Item 2(a) beneficially owns any
shares of Common Stock of the Company. On the basis of control, through the
corporate relationship of Littlejohn, LJ Associates, and Mr. Littlejohn, as a
manager of LJ Associates, the board of directors of LJ Associates may be deemed
to have the ultimate power to direct the voting or disposition, as well as the
application of dividends from, or the proceeds of the sale of, the shares of the
Common Stock beneficially owned by Littlejohn. Similarly, on the basis of its
control, through an intermediate holding company of Quilvest, the board of
directors of QV may be deemed to have the ultimate power to direct the voting or
disposition, as well as the application of dividends from, or the proceeds of
the sale of, the shares of the Common Stock beneficially owned by Quilvest.
Page 8 of 12
<PAGE>
ITEM 6. CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR
RELATIONSHIPS WITH RESPECT TO SECURITIES OF THE ISSUER.
The Series B Preferred Stock was created pursuant to the Certificate
of Designation of Series B Cumulative Convertible Pay-in-Kind Preferred Shares
of the Company (the "Certificate of Designation"). The Certificate of
Designation provides for the designation, creation, authorization and issuance
of Series B Cumulative Pay-in-Kind Preferred Stock, par value $1.00 per share,
with a stated value of $200.00 per share at the time of initial issuance (the
"Stated Value," subject to adjustment from time to time to accurately reflect
stock splits, subdivisions or combinations with respect to the shares of Series
B Preferred Stock) and initially consisting of 312,500 shares of Series B
Preferred Stock. The Series B Preferred Stock shall, with respect to dividends,
distributions and distributions upon the liquidation, winding-up or dissolution
of the Company, rank on parity with the Series A Preferred Stock.
For the three-year period (the "Initial Dividend Period") following
the date of issuance of the shares of Series B Preferred Stock (the "Issuance
Date"), the holders of shares of Series B Preferred Stock will be entitled to
receive on each such share, when, as and if declared by the Board, out of funds
of the Company legally available for that purpose, cumulative preferential
dividends, compounding quarterly to the extent unpaid on each March 1, June 1,
September 1 and December 1 (each a "Compounding Date"), commencing on September
1, 2000, and accruing from the date of issuance at the rate of 14% per annum on
the Stated Value of each share of Series B Preferred Stock and of each share of
Series B Preferred Stock to which a holder is entitled as of a particular date,
assuming the declaration of dividends payable in the form of Series B Preferred
Stock (the "Dividend Preferred Shares") then deemed to have been issued (the
"Initial Dividend Rate"). When and if declared by the Board, such dividends
will be payable by issuance of such number of additional shares of Series B
Preferred Stock (including fractional shares) determined by dividing the dollar
amount of the dividend to be paid by the Stated Value on the date such dividend
is so paid.
From and after the Initial Dividend Period, the holders of shares of
Series B Preferred Stock will be entitled to receive on each such share, when,
as and if declared by the Board, out of funds of the Company legally available
for that purpose, cumulative preferential cash dividends, compounding quarterly
to the extent unpaid, on each Compounding Date commencing on September 1, 2003
and accruing thereafter at the rate of 14% per annum on the Stated Value of each
share of Series B Preferred Stock and of each Dividend Preferred Share then
deemed to have been issued, except that the Company may provide written notice
to the holders at least 30 days prior to the end of the Initial Dividend Period,
that such dividends, with respect to periods after the Initial Dividend Period,
shall continue to accrue and be payable in the same manner as during the Initial
Dividend Period.
In addition to the dividends described above, if the Company declares
and pays a dividend on the Common Stock, a holder of shares of Series B
Preferred Stock will be entitled to 50% of the dividends such holder would have
been entitled to had such holder fully converted the shares of Series B
Preferred Stock into shares of Common Stock immediately prior to the record date
for the distribution. Such dividend distributions will be made pro rata among
the holders of the shares of Series B Preferred Stock and holders of Common
Stock. All dividends paid with respect to the Series B Preferred Stock will be
made pro rata among the holders based upon the aggregate number of shares of
Series B Preferred Stock held by each such holder. In the case of shares of
Series B Preferred Stock issued on the Issuance Date, dividends will accrue from
such date. In the case of shares of Series B Preferred Stock issued as a
dividend on shares of Series B Preferred Stock, dividends will accrue from the
date on which such shares of Series B Preferred Stock were issued.
Upon any voluntary or involuntary liquidation, dissolution or winding
up of the affairs of the Company, or any reduction or decrease in its capital
stock resulting in a distribution of assets to the holders of any class or
series of the Company's capital stock (the date of such occurrence, the
"Liquidation Date"), the Company, out of the assets of the Company available for
distribution, will be required to make the following payments in respect of its
capital stock:
(a) first, payments on any senior securities;
Page 9 of 12
<PAGE>
(b) second, on a pro rata basis, (i) to holders of shares of Series B
Preferred Stock equal to the greater of (A) the aggregate amount per share of
Series B Preferred Stock, equal to $200.00 plus accrued and unpaid dividends
(whether or not declared and including, without limitation, Dividend Preferred
Shares and, and the Penalty Amount (if any) (as defined below), subject to
adjustment from time to time to accurately reflect stock splits, subdivisions or
combinations with respect to the Series B Preferred Stock (the "Liquidation
Preference") with respect to the shares of Series B Preferred Stock held by such
holder on the Liquidation Date (including the Dividend Preferred Shares to which
such holder would be entitled as of such date), or (B) the amount which would be
payable to such holder in respect of Common Stock if such holder had been deemed
to have converted all shares of Series B Preferred Stock and all Dividend
Preferred Shares whether or not convertible by the terms hereof, held (or deemed
held) by such holder as of the Liquidation Date into Common Stock immediately
prior to the Liquidation Date; and (ii) due on parity securities (which includes
the Series A Preferred Stock); and
(c) third, payments on any junior securities.
For purposes hereof, the "Penalty Amount" means the contingent amount that
exists only if the Company has not notified the holders that it elected to
accrue and pay dividends after the Initial Dividend Period in the same manner as
during the Initial Dividend Period and the Company thereafter failed to declare
and pay the applicable cash dividend in full on a relevant Compounding Date, and
which is equal to the difference between the accrued and unpaid dividend
attributable to the relevant Compounding Date and the amount that would have
been the accrued and unpaid dividend attributable to the relevant Compounding
Date had the dividend rate been calculated at 16% per annum, rather than 14% per
annum.
From time to time, on and after the sixth anniversary of the Issuance
Date, the Company has the right to redeem the shares of Series B Preferred Stock
held by a holder at a price per share, payable in cash, equal to 105% of the
Liquidation Preference (the "Redemption Price"). If a legal impediment imposed
by the Delaware General Corporation Law ("DGCL") to the Company's repurchase of
any such shares exist, the Company will be obligated to use its best efforts to
remove or remedy such impediment. In case of redemption of less than all of the
shares of Series B Preferred Stock, the shares of Series B Preferred Stock to be
redeemed would be redeemed on a pro rata basis among all holders. Furthermore,
commencing upon the fifth anniversary of the Issuance Date, each holder of
shares of Series B Preferred Stock may elect to sell to the Company all or any
part of the shares of Series B Preferred Stock held by a holder, and to require
the Company to purchase from such holder such shares at a per share price,
payable in cash, equal to the Liquidation Preference (the "Put Price")
applicable to such shares (the "Put Right"). If a legal impediment imposed by
the DGCL to the Company's repurchase of any such shares existed, the Company
would have to use its best efforts to remove or remedy such impediment. The
Company is obligated to pay the Put Price on a pro rata basis among all holders
exercising a Put Right based on the number of shares sought to be repurchased.
At any time after the date of termination of the HSR Act waiting
period and subject to compliance with applicable law, by a particular holder,
any such holder of shares of Series B Preferred Stock will have the right to
convert any of the then outstanding shares of Series B Preferred Stock owned by
it which have not been previously redeemed or repurchased into fully paid,
nonassessable shares of Common Stock. For the purpose of conversion, each share
of Series B Preferred Stock will be valued at the Liquidation Preference, which
will be divided by the Conversion Price in effect on the conversion date to
determine the number of shares issuable upon such conversion. The Conversion
Price is subject to adjustments, including for below market issuances of
securities and for dividends, distributions, stock splits and similar events.
However, no adjustment to the Conversion Price will reduce the Conversion Price
below the then par value per share of the Common Stock.
Holders of shares of Series B Preferred Stock will vote their shares
of Series B Preferred Stock as a separate class. After the date of the
termination of the HSR Act waiting period and subject to compliance with
applicable law, with no further action upon the part of such holder or the
Company, such holder will be entitled to one vote for each share of Common Stock
to which such holder is entitled to receive at such time upon conversion of the
shares of Series B Preferred Stock, whether or not such holder actually has
converted such shares, and will vote such shares together with the Common Stock
as a single class on all matters brought before a vote of the
Page 10 of 12
<PAGE>
holders of the Common Stock. The Company will not, without the affirmative vote
of the holders of a majority of the shares of Series B Preferred Stock then
outstanding:
(i) authorize, create (by way of reclassification or otherwise) or
issue any securities which are senior to the Series B Preferred Stock as to
dividends, distributions or distributions upon liquidation, winding up or
dissolution of the Company, any parity securities (other than additional shares
of Series B Preferred Stock or other shares of preferred stock issued to the
Purchasers pursuant to the Securities Purchase Agreement) or any obligation or
security convertible into, exchangeable for or evidencing the right to purchase
any senior securities or parity securities;
(ii) amend or otherwise alter its Certificate of Incorporation in any
manner that adversely affects the rights, privileges and preferences of the
Series B Preferred Stock set forth in the Certificate of Designation; or
(iii) take any action requiring a vote of shareholders of the
Company that adversely affects the rights, preferences and privileges of the
Series B Preferred Stock set forth in the Certificate of Designation.
ITEM 7. MATERIAL TO BE FILED AS EXHIBITS.
Exhibit 1: Certificate of Designation
Exhibit 2: Agreement and Plan of Merger
Page 11 of 12
<PAGE>
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: August 30, 2000 Littlejohn Fund II, L.P.
By: Littlejohn Associates II, L.L.C., General
Partner
By: /s/Harry F. Weyher III
--------------------------
Name: Harry F. Weyher III
Title: Manager
Littlejohn Associates II, L.L.C.
By: /s/Harry F. Weyher III
--------------------------
Name: Harry F. Weyher III
Title: Manager
/s/Angus C. Littlejohn, Jr.
----------------------------------------------
Angus C. Littlejohn, Jr., individually
Quilvest American Equity Ltd.
By: /s/ J. William Uhrig
----------------------------
Name: J. William Uhrig
Title: Attorney-in-Fact
Page 12 of 12
<PAGE>
SCHEDULE 2
Quilvest American Equity Ltd.
<TABLE>
Principal Occupation or
Employment Business and the
Name, Principal Business and
Address of Organization in which
Residence or Business such Employment is Conducted
Name Address (if any) Citizenship
<S> <C> <C> <C>
----------------------------------------------------------------------------------------------
Christian Baillet 243, Blvd. St. Germain Company Director French
Director, President F-75007 Paris, France
----------------------------------------------------------------------------------------------
Carlo Hoffmann 84, Grand-Rue Company Director Luxembourg
Director, Secretary, L-1660 Luxembourg
Treasurer
----------------------------------------------------------------------------------------------
Kurt Sonderegger Birkenstrasse 18 Company Director Swiss
Director CH-8302 Kloten,
Switzerland
----------------------------------------------------------------------------------------------
N. Peter Ruys Utoqual 37 Company Director American
Director CH-8008 Zurich
Switzerland
----------------------------------------------------------------------------------------------
Jean-Louis Neuhaus Oberrenggstrasse 28 Company Director Swiss
Director CH-8135 Langnau a. A.
Switzerland
----------------------------------------------------------------------------------------------
</TABLE>
<PAGE>
SCHEDULE 3
Quilvest Overseas Ltd.
<TABLE>
Principal Occupation or
Employment Business and the
Name, Principal Business and
Address of Organization in which
Residence or Business such Employment is Conducted
Name Address (if any) Citizenship
<S> <C> <C> <C>
---------------------------------------------------------------------------------------------
Christian Baillet 243, Blvd. St. Germain Company Director French
Director, Treasurer F-75007 Paris, France
---------------------------------------------------------------------------------------------
Carlo Hoffmann 84, Grand-Rue Company Director Luxembourg
Director, L-1660 Luxembourg
Secretary General
---------------------------------------------------------------------------------------------
Kurt Sonderegger Birkenstrasse 18 Company Director Swiss
Director CH-8302 Kloten,
Switzerland
---------------------------------------------------------------------------------------------
Julio E. Nunez 69 Chester Square Company Director Argentine
Director, President London SW 1
England
---------------------------------------------------------------------------------------------
N. Peter Ruys Utoqual 37 Company Director American
Director CH-8008 Zurich
Switzerland
---------------------------------------------------------------------------------------------
</TABLE>
<PAGE>
SCHEDULE 4
Quilvest SA
<TABLE>
Principal Occupation or
Employment Business and the
Name, Principal Business and
Address of Organization in
Residence or Business which such Employment is
Name Address Conducted (if any) Citizenship
<S> <C> <C> <C>
--------------------------------------------------------------------------------------------------------
Christian Baillet 243, Blvd. St. Germain Company Director French
Director, CEO F-75007 Paris, France
--------------------------------------------------------------------------------------------------------
Peter Bemberg Les Arcades du Lac, Company Director French
Director Chemin de la Falaise, 29
1196 Gland, Switzerland
--------------------------------------------------------------------------------------------------------
Charles de Montalembert 82 Blvd. Arago Company Director French
Director F-75013 Paris
France
--------------------------------------------------------------------------------------------------------
Alvaro Sainz de Vicuna Calle Dr. Fleming 3 Chairman (President) Spanish
Director 8th Floor
Madrid 98036, Spain
--------------------------------------------------------------------------------------------------------
Andre Elvinger 2, Place Winston Churchill Attorney-at-Law Luxembourg
Director L-1340 Luxembourg
--------------------------------------------------------------------------------------------------------
Louis James de Viel Castel 25 bis rue de Constantine Company Director French
Director F-75007 Paris
France
--------------------------------------------------------------------------------------------------------
International Advisory Citco Building Company Agent British
Services (IAS) Wickhams Cay, Tortola *(Directors see below) Virgin
British Virgin Islands Islands
--------------------------------------------------------------------------------------------------------
Carlo Hoffmann 84, Grand-Rue Company Director Luxembourg
Secretary General L-1660 Luxembourg
--------------------------------------------------------------------------------------------------------
</TABLE>
----------------------
* International Advisory Services Company Ltd.
Directors: Christian Baillet; President and Director
N. Peter Ruys; Treasurer and Director
Kurt Sonderegger; Secretary and Director
Jean-Louis Neuhaus; Director
