SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
Schedule 13D
(Rule 13D-101)
INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT
TO RULE 13d-1(a) AND AMENDMENTS THERETO FILED PURSUANT TO
RULE 13d-2(a)
(Amendment No. _________)
Icon CMT Corp.
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(Name of Issuer)
Common Stock, par value $.001 per share
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(Title of class of securities)
450918 10 7
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(CUSIP Number)
Michael Weinsier, Esq.
Parker Chapin Flattau & Klimpl, LLP
1211 Avenue of the Americas
New York, NY 10036
(212) 704-6000
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(Person Authorized to Receive Notices and Communications)
September 13, 1998
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(Date of Event which Requires Filing of this Statement)
If the filing person has previously filed a statement on Schedule 13G to report
the acquisition which is the subject of this Schedule 13D, and is filing this
schedule because of Rule 13d-1(b)(3) or (4), check the following box [ ]
(Continued on following pages)
(Page 1 of 11 Pages)
<PAGE>
CUSIP No. 450918 10 7 13D Page 2 of 11 Pages
1 NAME OF REPORTING PERSON
SS. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Scott A. Baxter
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a) [ ]
(b) [ ]
3 SEC USE ONLY
4 SOURCE OF FUNDS*
N/A
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT
TO ITEM 2(d) OR 2(e)
N/A
6 CITIZENSHIP OR PLACE OF ORGANIZATION
United States of America
NUMBER OF 7 SOLE VOTING POWER
SHARES 2,203,636, which includes 21,818 shares of Common Stock
BENEFICIALLY that may be issued upon exercise of currently
OWNED BY exercisable options
EACH
REPORTING 8 SHARED VOTING POWER
PERSON 0
WITH
9 SOLE DISPOSITIVE POWER
2,203,636, which includes 21,818 shares of Common Stock
that may be issued upon exercise of currently
exercisable options
10 SHARED DISPOSITIVE POWER
0
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
2,203,636, which includes 21,818 shares of Common Stock that may be
issued upon exercise of currently exercisable options
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES*
N/A
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
13.9%
14 TYPE OF REPORTING PERSON*
IN
*SEE INSTRUCTIONS BEFORE FILLING OUT!
<PAGE>
CUSIP No. 450918 10 7 13D Page 3 of 11 Pages
1 NAME OF REPORTING PERSON
SS. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Scott Harmolin
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a) [ ]
(b) [ ]
3 SEC USE ONLY
SOURCE OF FUNDS*
4 N/A
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT
TO ITEM 2(d) OR 2(e)
N/A
6 CITIZENSHIP OR PLACE OF ORGANIZATION
United States of America
NUMBER OF 7 SOLE VOTING POWER
SHARES 2,181,818
BENEFICIALLY
OWNED BY 8 SHARED VOTING POWER
EACH 0
REPORTING 9 SOLE DISPOSITIVE POWER
PERSON 2,181,818
WITH
10 SHARED DISPOSITIVE POWER
0
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
2,181,818
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES*
N/A
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
13.7%
14 TYPE OF REPORTING PERSON*
IN
*SEE INSTRUCTIONS BEFORE FILLING OUT!
<PAGE>
CUSIP No. 450918 10 7 13D Page 4 of 11 Pages
1 NAME OF REPORTING PERSON
SS. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Richard M. Brown
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a) [ ]
(b) [ ]
3 SEC USE ONLY
SOURCE OF FUNDS*
4 N/A
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT
TO ITEM 2(d) OR 2(e)
N/A
6 CITIZENSHIP OR PLACE OF ORGANIZATION
United States of America
NUMBER OF 7 SOLE VOTING POWER
SHARES 2,186,718
BENEFICIALLY
OWNED BY 8 SHARED VOTING POWER
EACH 0
REPORTING
PERSON 9 SOLE DISPOSITIVE POWER
WITH 2,186,718
10 SHARED DISPOSITIVE POWER
0
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
11 2,186,718
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES*
N/A
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
13.8%
14 TYPE OF REPORTING PERSON*
IN
*SEE INSTRUCTIONS BEFORE FILLING OUT!
<PAGE>
Item 1. Security and the Issuer.
This statement relates to shares of common stock, par value $.001 per
share ("Common Stock"), of Icon CMT Corp., a Delaware corporation (the
"Company"). The Company's principal executive office is at 1200 Harbor
Boulevard, 8th Floor, Weehawken, New Jersey 07087.
Item 2. Identity and Background.
(a) This statement is being filed jointly pursuant to Rule 13d-1(k)(1)
under the Securities Exchange Act of 1934, as amended (the "Exchange Act") by:
(i) Scott A. Baxter, an individual , (ii) Richard M. Brown, an individual, and
(iii) Scott Harmolin, an individual (each, a "Reporting Person" and,
collectively, the "Reporting Persons"). Information with respect to each
Reporting Person is given solely by such Reporting Person. No reporting person
has responsibility for the accuracy or completeness of the information supplied
by any other Reporting Person. Each Reporting Person agrees that this statement
is filed on behalf of such Reporting Person only.
(b) The business address of each of the Reporting Persons is c/o the
Company, 1200 Harbor Boulevard, Weehawken, New Jersey 07087.
(c) Scott A. Baxter is the Company's President, Chief Executive Officer
and Chairman of the Board of Directors. Richard M. Brown is the Company's Vice
President of Information Technologies, Secretary and a Director. Scott Harmolin
is the Company's Senior Vice President, Chief Technology Officer and a Director.
The Company is an Internet solutions provider that offers a
comprehensive range of services and products that enable corporate customers to
implement their Internet, intranet and extranet strategies. The Company's
mission is to provide end-to-end solutions to its customers by facilitating the
distribution of the customers' information and applications over the Company's
communications infrastructure, as well as access to such information and
applications.
(d) During the last five years, none of the Reporting Persons has been
convicted in a criminal proceeding (excluding traffic violations or similar
misdemeanors).
(e) During the last five years, none of the Reporting Persons has been
a party to a civil proceeding of a judicial or administrative body of competent
jurisdiction and as a result of such proceeding was or is subject to a judgment,
decree or final order enjoining future violations of, or prohibiting or
mandating activities subject to, federal or state securities laws or finding any
violation with respect to such laws.
(f) Scott A. Baxter, Richard M. Brown and Scott Harmolin are each
citizens of the United States of America.
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<PAGE>
Item 3. Source and Amounts of Funds or Other Consideration.
Upon the satisfaction by each of the Company, Qwest Communications
International Inc., a Delaware corporation ("Qwest"), and Qwest 1998-I
Acquisition Corp., a Delaware corporation ("Qwest Subsidiary"), of the
conditions set forth in the Agreement and Plan of Merger (the "Merger
Agreement") dated as of September 13, 1998 among the Company, Qwest and Qwest
Subsidiary, Qwest will acquire all of the issued and outstanding shares of
Common Stock, including the shares of Common Stock beneficially owned by each of
the Reporting Persons. Qwest will acquire all of the issued and outstanding
shares of Common Stock pursuant to the Merger Agreement without the payment of
any cash consideration, except with respect to payments by Qwest in lieu of the
issuance of fractional shares of Qwest's common stock, par value $.01 per share
("Qwest Common Stock").
No payments are required to be made by the Reporting Persons pursuant
to the Voting Agreements (as defined in Item 4 below).
Each of the Reporting Persons believes that payments which may be made
by Qwest in connection with the exercise of the Option Agreements (as defined in
Item 4 below) would be made from Qwest's working capital.
Item 4. Purpose of the Transaction.
On September 13, 1998, the Company, Qwest and Qwest Subsidiary entered
into the Merger Agreement. The Merger Agreement provides that, upon the terms
and conditions set forth therein, each issued and outstanding share of Common
Stock, not owned by the Company, Qwest or Qwest Subsidiary will be converted
into the right to receive shares of Qwest Common Stock and the Company will
become a wholly-owned subsidiary of Qwest. The Reporting Persons believe that
the Company and Qwest intend that the Merger qualify for federal income tax
purposes as a reorganization within the meaning of Section 368(a) of the
Internal Revenue Code of 1986, as amended (the "Code"). Terms not otherwise
defined herein have the meanings assigned to them in the Merger Agreement.
A copy of the press release dated September 14, 1998 of the Company
(the "Press Release") has been filed with the Securities and Exchange Commission
(the "Commission") by the Company as Exhibit 99.1 to the Current Report on Form
8-K of the Company dated September 13, 1998 (date of earliest event reported) as
filed with the Commission on September 16, 1998. A copy of the Merger Agreement
has been filed with the Commission by the Company as Exhibit 2.1 to the Current
Report on Form 8-K of the Company dated September 13, 1998. The Merger Agreement
and the Press Release are hereby incorporated herein by reference as Exhibits 1
and 2, respectively. The following description of the Merger Agreement is
qualified by reference to the Merger Agreement incorporated herein by reference.
The Merger Agreement provides for the merger of Qwest Subsidiary with
and into the Company, pursuant to which all outstanding shares of Common Stock
shall cease to be outstanding
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<PAGE>
and shall be converted into the right to receive that number of shares of Qwest
Common Stock equal to the Exchange Ratio (as defined below) (the "Merger
Consideration"). The "Exchange Ratio" is determined as follows:
(i) if the Average Market Price (as defined below) is equal to a
price that is not more than $37.50 or less than $27.00, the
Exchange Ratio shall be equal to (x) $12.00 divided by (y) the
Average Market Price;
(ii) if the Average Market Price is more than $37.50, the Exchange
Ratio shall be equal to 0.3200; and
(iii) if the Average Market Price is less than $27.00, the Exchange
Ratio shall be equal to 0.4444.
For purposes of the Merger Agreement, the "Average Market Price" means
the average (rounded to the nearest 1/10,000) of the daily volume weighted
averages (rounded to the nearest 1/10,000) of the trading prices of Qwest Common
Stock on The Nasdaq Stock Market's National Market as reported by Bloomberg
Financial Markets (or such other source as the parties shall agree in writing),
for each of the 15 consecutive trading days ending on the trading day that is
three Business Days (as defined in the Merger Agreement) before the date of the
Company Stockholder Meeting (as defined in the Merger Agreement).
The Merger Agreement provides for each of the Reporting Persons to
enter into the Option Agreements, the Voting Agreements and the Stockholder
Agreements, substantially on the terms set forth below.
Contemporaneously with the execution of the Merger Agreement, Qwest
entered into option agreements (the "Option Agreements") with each of the
Reporting Persons. The form of the Option Agreements is attached as Exhibit A to
the Merger Agreement and is incorporated by reference herein. The following
description of the Option Agreements is qualified by reference to Exhibit A to
the Merger Agreement incorporated herein by reference.
The Option Agreement with each Reporting Person provides for, among
other things, (i) the grant by such Reporting Person to Qwest of an option to
acquire all of the shares of Common Stock beneficially owned by such Reporting
Person (collectively, the "Option Shares"), and (ii) certain restrictions on the
voting and the sale or other transfer of such Option Shares. In addition, the
Option Agreement with each Reporting Person provides for the agreement of the
Reporting Person to cause all shares of Common Stock beneficially owned by such
Reporting Person as of the date of the Merger Agreement to be counted for
purposes of determining the existence of a quorum at the Company's stockholders
meeting to be held in connection therewith, to cause all such shares to be voted
against any action or agreement that would result in a breach of the Merger
Agreement or impede or delay the conclusion of the Transactions (as defined in
the Merger Agreement) or materially reduce the benefits of the Transactions to
Qwest or Qwest Subsidiary pursuant to each
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<PAGE>
Option Agreement. The voting provisions in each Option Agreement will terminate
on the later of the day following the Termination Date (as defined in the Merger
Agreement) and payment in full by the Company of all amounts then owing to Qwest
and Qwest Subsidiary.
An option may be exercised in whole or in part, at any time, by
delivery by Qwest to the Reporting Person (no earlier than in connection with
the consummation of an Alternative Transaction (as defined in the Option
Agreements) following the occurrence of an Option Trigger (as defined in the
Option Agreements) and no later than the date that is the first anniversary of
the commencement of the option) of written notice (the "Exercise Notice")
stating that Qwest is exercising the option in respect of the number of Option
Shares specified therein. In connection with the delivery of an Exercise Notice,
and in lieu of acquiring any Option Shares, Qwest may elect, in its sole
discretion, to require Reporting Person to repurchase the option, or portion
thereof, with respect to the Option Shares specified in the Exercise Notice for
cash in an amount equal to the excess of the consideration per Option Share that
would be received by the Reporting Person in the Alternative Transaction
pursuant to which the option may be exercised over $12.00.
Contemporaneously with the execution of the Merger Agreement, Qwest
entered into voting agreements and proxies (each such agreement and proxy, a
"Voting Agreement") with the Reporting Persons. The form of the Voting
Agreements is attached as Exhibit B to the Merger Agreement and is incorporated
by reference herein. The following description of the Voting Agreements is
qualified by reference to Exhibit B to the Merger Agreement incorporated herein
by reference.
The Voting Agreement with each Reporting Person provides for, among
other things, (i) the obligation of the Reporting Person to vote all of the
shares of Common Stock beneficially owned by such Reporting Person to approve
the Merger Agreement and the Merger and against any Business Combination
Transaction (other than the Transactions), (ii) the grant by the Reporting
Person to Qwest of an irrevocable proxy in connection therewith, (iii) certain
other restrictions on the voting and the sale or other transfer of such shares
of Common Stock, (iv) certain restrictions on such Reporting Person with respect
to Business Combination Transactions (other than the Transactions) with respect
to any of the Company and its subsidiaries, and (v) the obligation of the
Reporting Persons to execute and deliver a Stockholder Agreement (as defined
below) at or before the Closing of the Merger. Each Voting Agreement will
terminate on the later of the day following the Termination Date under the
Merger Agreement and payment in full by the Company of all amounts then owing to
Qwest and Qwest Subsidiary in connection with the termination of the Merger
Agreement.
At or before the Closing under the Merger Agreement, Qwest will enter
into stockholder agreements (each such agreement, a "Stockholder Agreement")
with the Reporting Persons. The form of the Stockholder Agreements is attached
as Exhibit C to the Merger Agreement and is incorporated by reference herein.
The following description of the Stockholder Agreements is qualified by
reference to Exhibit C to the Merger Agreement incorporated herein by reference.
-8-
<PAGE>
The Stockholder Agreement with each Reporting Person provides for
certain restrictions on the sale or other transfer by such Reporting Person of
the shares of Qwest Common Stock to be received by such Reporting Person in the
Merger (as such shares may be adjusted in the event of any change in the capital
stock of Qwest by reason of stock dividends, split-ups, reverse split-ups,
mergers, recapitalizations, subdivisions, conversions, exchanges of shares or
the like).
Item 5. Interest in Securities of the Issuer.
(a) As of September 13, 1998, (i) Scott A. Baxter was the beneficial
owner of 2,203,636 shares (13.9%) of Common Stock, (ii) Richard M. Brown was the
beneficial owner of 2,186,718 shares (13.7%) of Common Stock and (iii) Scott
Harmolin was the beneficial owner of 2,181,818 shares (13.8%) of Common Stock.
Shared Power
to Direct the Vote/
Shared Power to
Direct the Disposition(a)
-------------------------
Scott A. Baxter(b)..................................... 2,203,636
Richard M. Brown....................................... 2,186,718
Scott Harmolin......................................... 2,181,818
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(a) Each of the Reporting Persons has entered into a Voting Agreement and
an Option Agreement with respect to all of the shares of Common Stock
beneficially owned by such Reporting Person. See Item 4.
(b) Includes 21,818 shares of Common Stock that may be issued upon exercise
of outstanding options.
(b) Except as set forth in Item 6, to the best knowledge of the
Reporting Persons, none of the Reporting Persons have engaged in any transaction
during the past 60 days in any shares of Common Stock.
(c) Except to the extent that Qwest may receive or direct the receipt
of dividends from, or the proceeds from the sale of, the shares of Common Stock
held by the Reporting Persons upon exercise by Qwest of the option granted
pursuant to each to the Option Agreements, no other person is known to have the
right to receive or the power to direct the receipt of dividends from, or the
proceeds from the sale of, the shares of Common Stock held by the Reporting
Persons.
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<PAGE>
Item 6. Contracts, Arrangements, Understandings or Relationships With
Respect to Securities of the Issuer.
Reference is made to Item 4 above and the exhibits incorporated herein
by reference for a description of the Merger Agreement. Except as set forth in
this Schedule 13D, to the best knowledge of Reporting Persons, there are no
other contracts, arrangements, understandings or relationships (legal or
otherwise) among the persons named in Item 2 and between such persons and any
person with respect to any securities of the Company, including, but not limited
to, transfer or voting of any of the securities of the Company, loan or option
arrangements, puts or calls, guarantees of profits, division of profits or loss,
or the giving or withholding of proxies, or a pledge or otherwise subject to a
contingency, the occurrence of which would give another person voting power or
investment power over the securities of the Issuer.
Mr. Baxter has entered into a security agreement with J.P. Morgan
Securities Inc. pursuant to which he has pledged 163,000 shares of Common Stock
to secure loans that may be advanced to him from time to time.
Mr. Brown has entered into a security agreement with Paine Webber
pursuant to which he has pledged 115,000 shares of Common Stock to secure loans
that may be advanced to him from time to time.
Mr. Harmolin has entered into security agreements with CS First Boston
and J.P. Morgan Securities Inc. pursuant to which he has pledged an aggregate of
810,000 shares of Common Stock to secure loans that may be advanced to him from
time to time.
Item 7. Material to be Filed as Exhibits.
Exhibit No. Description of Exhibit
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1. Joint filing agreement dated September 23, 1998 among Scott A.
Baxter, Richard M. Brown and Scott Harmolin.
2. Agreement and Plan of Merger dated as of September 13, 1998
among the Company, Qwest and Qwest Subsidiary (filed as
Exhibit 2.1 to the Company's Current Report on Form 8-K dated
September 13, 1998 (date of earliest event reported) and filed
with the Securities and Exchange Commission (the "Commission")
on September 16, 1998 and incorporated herein by reference).
3. Press Release of the Company dated September 14, 1998 (filed
as Exhibit 99.1 to the Company's Current Report on Form 8-K
dated September 13, 1998 (date of earliest event reported) and
filed with the Commission on September 16, 1998 and
incorporated herein by reference).
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<PAGE>
SIGNATURE
After reasonable inquiry and to the best of my knowledge and belief, I
certify that the information set forth in this Schedule 13D is true, complete
and correct.
Dated: September 23, 1998
/s/ Scott A. Baxter
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Scott A. Baxter
/s/ Richard M. Brown
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Richard M. Brown
/s/ Scott Harmolin
-----------------------------
Scott Harmolin
Exhibit 1
The undersigned agree that the statement on Schedule 13D to which this
Agreement is attached is filed on behalf of each of them.
Dated: September 23, 1998
/s/ Scott A. Baxter
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Scott A. Baxter
/s/ Richard M. Brown
------------------------------
Richard M. Brown
/s/ Scott Harmolin
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Scott Harmolin
