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Page 1 of 21 Pages
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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
--------------
Amendment No. 5
to
SCHEDULE 13D
Under the Securities Exchange Act of 1934
IPC Communications, Inc.
(Name of Issuer)
Common Stock
$.01 par value
(Title of Class of Securities)
--------------
44980K206
(CUSIP Number)
Cable Systems Holding, LLC
(Name of Person Filing Statement)
Philip H. Werner, Esq.
Morgan, Lewis & Bockius LLP
101 Park Avenue
New York, New York 10178
Tel. No.: 212- 309-6000
(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)
May 24, 1999
(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(e), (f) or (g), check the following box / /.
NOTE: Schedules filed in paper format shall include a signed original and five
copies of the Schedule, including all exhibits. See Rule 13d-7(b) for other
parties to whom copies are to be sent.
*The remainder of this cover page shall be filled out for a reporting person's
initial filing on this form with respect to the subject class of securities, and
for any subsequent amendment containing information which would alter
disclosures provided in a prior cover page.
The information required on the remainder of this cover page shall not be
deemed to be "filed" for the purpose of Section 18 of the Securities Exchange
Act of 1934 ("Act") or otherwise subject to the liabilities of that section
of the Act but shall be subject to all other provisions of the Act (however,
see the NOTES).
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<PAGE>
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CUSIP No. 44980K206 13D Page 2 of 21 Pages
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1 NAME OF REPORTING PERSONS
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS
Cable Systems Holding, LLC
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2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) / /
(b) /X/
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3 SEC USE ONLY
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4 SOURCE OF FUNDS*
OO
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5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEM 2(d) or 2(e) / /
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6 CITIZENSHIP OR PLACE OF ORGANIZATION
DE
- --------------------------------------------------------------------------------
7 SOLE VOTING POWER
4,488,632
NUMBER OF -----------------------------------------------------------
SHARES 8 SHARED VOTING POWER
BENEFICIALLY
OWNED BY 340,952
EACH -----------------------------------------------------------
REPORTING 9 SOLE DISPOSITIVE POWER
PERSON WITH
4,488,632
-----------------------------------------------------------
10 SHARED DISPOSITIVE POWER
340,952
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11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
4,829,584
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12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES* / /
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13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
59.8%
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14 TYPE OF REPORTING PERSON*
OO
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*SEE INSTRUCTIONS BEFORE FILLING OUT!
<PAGE>
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CUSIP No. 44980K206 13D Page 3 of 21 Pages
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1 NAME OF REPORTING PERSONS
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS
Citicorp Venture Capital Ltd.
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2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) / /
(b) /X/
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3 SEC USE ONLY
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4 SOURCE OF FUNDS*
OO
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5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEM 2(d) or 2(e) / /
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6 CITIZENSHIP OR PLACE OF ORGANIZATION
NY
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7 SOLE VOTING POWER
0
NUMBER OF -----------------------------------------------------------
SHARES 8 SHARED VOTING POWER
BENEFICIALLY
OWNED BY See Item 5.
EACH -----------------------------------------------------------
REPORTING 9 SOLE DISPOSITIVE POWER
PERSON WITH
0
-----------------------------------------------------------
10 SHARED DISPOSITIVE POWER
See Item 5.
- --------------------------------------------------------------------------------
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
See Item 5.
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12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES* / /
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13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
See Item 5.
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14 TYPE OF REPORTING PERSON*
CO
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*SEE INSTRUCTIONS BEFORE FILLING OUT!
<PAGE>
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CUSIP No. 44980K206 13D Page 4 of 21 Pages
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1 NAME OF REPORTING PERSONS
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS
Citibank, N.A.
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2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) / /
(b) /X/
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3 SEC USE ONLY
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4 SOURCE OF FUNDS*
OO
- --------------------------------------------------------------------------------
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEM 2(d) or 2(e) / /
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6 CITIZENSHIP OR PLACE OF ORGANIZATION
US
- --------------------------------------------------------------------------------
7 SOLE VOTING POWER
0
NUMBER OF -----------------------------------------------------------
SHARES 8 SHARED VOTING POWER
BENEFICIALLY
OWNED BY See Item 5.
EACH -----------------------------------------------------------
REPORTING 9 SOLE DISPOSITIVE POWER
PERSON WITH
0
-----------------------------------------------------------
10 SHARED DISPOSITIVE POWER
See Item 5.
- --------------------------------------------------------------------------------
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
See Item 5.
- --------------------------------------------------------------------------------
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES* / /
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13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
See Item 5.
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14 TYPE OF REPORTING PERSON*
BK
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*SEE INSTRUCTIONS BEFORE FILLING OUT!
<PAGE>
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CUSIP No. 44980K206 13D Page 5 of 21 Pages
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1 NAME OF REPORTING PERSONS
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS
Citicorp
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2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) / /
(b) /X/
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3 SEC USE ONLY
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4 SOURCE OF FUNDS*
OO
- --------------------------------------------------------------------------------
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEM 2(d) or 2(e) / /
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6 CITIZENSHIP OR PLACE OF ORGANIZATION
DE
- --------------------------------------------------------------------------------
7 SOLE VOTING POWER
0
NUMBER OF -----------------------------------------------------------
SHARES 8 SHARED VOTING POWER
BENEFICIALLY
OWNED BY See Item 5.
EACH -----------------------------------------------------------
REPORTING 9 SOLE DISPOSITIVE POWER
PERSON WITH
0
-----------------------------------------------------------
10 SHARED DISPOSITIVE POWER
See Item 5.
- --------------------------------------------------------------------------------
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
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)
See Item 5.
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14 TYPE OF REPORTING PERSON*
HC
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*SEE INSTRUCTIONS BEFORE FILLING OUT!
<PAGE>
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CUSIP No. 44980K206 13D Page 6 of 21 Pages
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1 NAME OF REPORTING PERSONS
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS
Citigroup Inc.
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2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) / /
(b) /X/
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3 SEC USE ONLY
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4 SOURCE OF FUNDS*
OO
- --------------------------------------------------------------------------------
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEM 2(d) or 2(e) / /
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6 CITIZENSHIP OR PLACE OF ORGANIZATION
DE
- --------------------------------------------------------------------------------
7 SOLE VOTING POWER
0
NUMBER OF -----------------------------------------------------------
SHARES 8 SHARED VOTING POWER
BENEFICIALLY
OWNED BY See Item 5.
EACH -----------------------------------------------------------
REPORTING 9 SOLE DISPOSITIVE POWER
PERSON WITH
0
-----------------------------------------------------------
10 SHARED DISPOSITIVE POWER
See Item 5.
- --------------------------------------------------------------------------------
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
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)
See Item 5.
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14 TYPE OF REPORTING PERSON*
HC
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*SEE INSTRUCTIONS BEFORE FILLING OUT!
<PAGE>
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CUSIP No. 44980K206 13D Page 7 of 21 Pages
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1 NAME OF REPORTING PERSONS
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS
David Kirby
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2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) / /
(b) /X/
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3 SEC USE ONLY
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4 SOURCE OF FUNDS*
OO
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5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEM 2(d) or 2(e) / /
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6 CITIZENSHIP OR PLACE OF ORGANIZATION
US
- --------------------------------------------------------------------------------
7 SOLE VOTING POWER
0
NUMBER OF -----------------------------------------------------------
SHARES 8 SHARED VOTING POWER
BENEFICIALLY
OWNED BY See Item 5.
EACH -----------------------------------------------------------
REPORTING 9 SOLE DISPOSITIVE POWER
PERSON WITH
0
-----------------------------------------------------------
10 SHARED DISPOSITIVE POWER
See Item 5.
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11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
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)
See Item 5.
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14 TYPE OF REPORTING PERSON*
IN
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*SEE INSTRUCTIONS BEFORE FILLING OUT!
<PAGE>
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CUSIP No. 44980K206 13D Page 8 of 21 Pages
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1 NAME OF REPORTING PERSONS
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS
John O'Mara
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2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) / /
(b) /X/
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3 SEC USE ONLY
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4 SOURCE OF FUNDS*
OO
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5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEM 2(d) or 2(e) / /
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6 CITIZENSHIP OR PLACE OF ORGANIZATION
US
- --------------------------------------------------------------------------------
7 SOLE VOTING POWER
0
NUMBER OF -----------------------------------------------------------
SHARES 8 SHARED VOTING POWER
BENEFICIALLY
OWNED BY See Item 5.
EACH -----------------------------------------------------------
REPORTING 9 SOLE DISPOSITIVE POWER
PERSON WITH
0
-----------------------------------------------------------
10 SHARED DISPOSITIVE POWER
See Item 5.
- --------------------------------------------------------------------------------
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
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)
See Item 5.
- --------------------------------------------------------------------------------
14 TYPE OF REPORTING PERSON*
IN
- --------------------------------------------------------------------------------
*SEE INSTRUCTIONS BEFORE FILLING OUT!
<PAGE>
This Amendment No. 5 amends the Schedule 13D and each of Amendment
No.1, Amendment No. 2, Amendment No. 3 and Amendment No. 4 thereto filed on
December 29, 1997, December 30, 1997, April 27, 1998, May 22, 1998 and April 14,
1999, respectively. Information in prior amendments and the original Schedule
13D remains in effect except to the extent that it is superseded by subsequently
filed information, including the information contained in this Amendment No. 5.
Information given in response to each item shall be deemed incorporated by
reference in all other items.
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 "Shares"), of IPC
Communications, Inc., a Delaware corporation ("IPC" or the "Company"). The
principal executive offices of IPC are located at 88 Pine Street, New York, New
York 10005. Prior to May 21, 1999, the Shares consisted of the same number of
shares of common stock, $0.01 par value (the "IPI Shares"), of IPC Information
Systems, Inc. ("IPI"). On May 21, 1999, IPC and IPI were part of a
reorganization (the "Reorganization") in which IPC was formed, IPI became a
wholly-owned subsidiary of IPC and each IPI Share was converted into one Share.
IPC is deemed to be a successor issuer to IPI.
ITEM 2. IDENTITY AND BACKGROUND.
This Schedule 13D is being filed jointly on behalf of the
following persons (collectively, the "Reporting Persons"): (i) Cable Systems
Holding, LLC, a Delaware limited liability company ("CSH LLC"); (ii) Citicorp
Venture Capital Ltd., a New York corporation ("CVC"); (iii) Citibank, N.A., a
national banking association ("Citibank"); (iv) Citicorp, a Delaware corporation
("Citicorp"); (v) Citigroup Inc., a Delaware corporation ("Citigroup"); (vi)
David Kirby ("Kirby"); and (vii) John O'Mara ("O'Mara").
CSH LLC is a Delaware limited liability company which engages in
certain telecommunication businesses through its subsidiaries. The address of
its principal business office is 505 North 51st Avenue, Phoenix, Arizona
85043-2701. Certain members of CSH LLC (the "IPC Members") own units of CSH LLC
attributable to CSH LLC's ownership of the Shares (the "IPC Units"). Those IPC
Members holding IPC Units entitling the holder to vote on matters relating to
IPC (the "IPC Voting Units"), acting directly or through their designees, make
all of the investment decisions regarding IPC on behalf of CSH LLC.
CVC is a New York corporation. The address of its principal
business office is 399 Park Avenue, New York, New York 10043. CVC is principally
engaged in the business of venture capital investment.
Citibank is a national banking association and is the sole
stockholder of CVC. The address of its principal business office is 399 Park
Avenue, New York, New York 10043. Citibank is a member of the Federal Reserve
System and the Federal Deposit Insurance Corp.
Citicorp is a Delaware corporation and is the sole stockholder of
Citibank. Citicorp is a U.S. bank holding company. The address of its principal
business office is 399 Park Avenue, New York, New York 10043.
Citigroup is a Delaware corporation and is the sole stockholder of
Citicorp. The address of the principal business office of Citigroup is 153 East
53rd Street, New York, New York 10043. Citigroup is a diversified holding
company whose businesses provide a broad range of financial services to consumer
and corporate customers around the world. Citigroup's activities are conducted
through its Global Consumer, Global Corporate and Investing Bank, Asset
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<PAGE>
Management and Investment Activities segments.
The name, business address, citizenship, present principal
occupation or employment and the name and business address of any corporation
or organization in which each such employment is conducted of each executive
officer or member of the Board of Directors of CSH LLC, CVC, and Citigroup
are set forth on Schedules A through C, respectively, attached hereto.
Kirby's business address is 24 Father Peter's Lane, New Canaan,
Connecticut 06840. Kirby is a U.S. citizen. His present principal occupation is
Investor/Consultant.
O'Mara's business address is 623 Lake Avenue, Greenwich,
Connecticut 06830. His present principal occupation is Investor/Consultant.
During the past five (5) years, neither any of the Reporting
Persons nor, to the best knowledge of any of the Reporting Persons, any of the
other persons listed on Schedules A through C attached hereto, has been (i)
convicted in a criminal proceeding (excluding traffic violations or similar
misdemeanors) or (ii) a party to a civil proceeding of a judicial or
administrative body of competent jurisdiction and as a result of such proceeding
was or is subject to a judgment, decree or final order enjoining future
violations of, or prohibiting or mandating activities subject to United States
federal or state securities laws or finding any violation with respect to such
laws.
ITEM 3. SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION.
See Item 5 below.
ITEM 4. PURPOSE OF TRANSACTION.
See Item 5 below.
After giving effect to the transactions described below under
Item 5, CSH LLC remains subject to the Amended and Restated Investors
Agreement, dated as of April 9, 1998, by and among CSH LLC, Cable Systems
International, Inc., Richard Kleinknecht, David Walsh, Anthony Servidio and
Allegra Capital Partners III, L.P. ("ACP") (formerly known as Lawrence, Smith
& Horey III, L.P.) (the "Original Investors Agreement") as described in prior
Amendments to this Schedule 13D. The Original Investors Agreement is attached
hereto as Exhibit 2. To reflect the fact that the Shares became the common
stock of IPC pursuant to the Reorganization, the Investors Agreement was
amended on May 21, 1999 to make IPC a signatory in lieu of IPI. This
amendment and IPC's acknowledgment thereof are attached hereto as Exhibits
3.1 and 3.2, respectively. The Original Investors Agreement, as so amended,
is referred to herein as the "Investors Agreement." Subject to the Investors
Agreement, CSH LLC controls IPC. CSH LLC may from time to time acquire Shares
in the open market.
ITEM 5. INTEREST IN SECURITIES OF THE ISSUER.
The information set forth in Items 7-13 of the first cover sheet
filed herewith is incorporated by reference in response to this Item.
On May 21, 1999, CSH LLC effected an in-kind distribution (the
"Distribution") of an aggregate of 4,829,584 Shares to the IPC Members on a
pro rata basis. Each IPC Member received two Shares for every IPC Unit held
by it and became a party to the Investors Agreement by executing one of the
Joinder Agreements attached as an exhibit hereto. CVC, Kirby and O'Mara
received approximately 4,028,242, 48 and 48 Shares, respectively. On May 24,
1999, four of the IPC Members, including CVC, Kirby and O'Mara, contributed
to CSH LLC all of the
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<PAGE>
Shares they received in the Distribution (an aggregate of 4,488,632 Shares)
and received one IPC Unit for every two Shares contributed. Pursuant to the
terms of the Investors Agreement, CSH LLC retains control over certain voting
decisions and certain rights with respect to dispositions of those Shares
that were distributed to IPC Members and not subsequently recontributed as
described above.
Following the transactions described in this Item 5, CSH LLC
beneficially owned 4,829,584 Shares, representing approximately 59.8% of the
outstanding voting securities of the Company. As a result of such transactions,
the Reporting Persons may constitute a group. Following such transactions, any
decision taken by CSH LLC regarding these IPC Shares requiring a majority vote
of the IPC Members must receive the affirmative vote of at least two of CVC,
Kirby and O'Mara. As a result of the Investors Agreement, the Reporting Persons
may constitute a group with Richard Kleinknecht, David Walsh, Anthony Servidio
and ACP.
ITEM 6. CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR RELATIONSHIPS
WITH RESPECT TO SECURITIES OF THE ISSUER.
See Items 4 and 5.
ITEM 7. MATERIAL TO BE FILED AS EXHIBITS.
Exhibit 1: Joint Filing Agreement among the Reporting Persons.
Exhibit 2: Amended and Restated Investors Agreement, dated as of
April 9, 1998, by and among Cable Systems Holding, LLC, Cable Systems
International, Inc., Richard Kleinknecht, David Walsh, Anthony Servidio and
Allegra Capital Partners III, L.P. (incorporated by reference to Amendment No. 2
to Schedule 13D as filed with the SEC on April 27, 1998).
Exhibit 3.1: Amendment No. 1, dated as of May 21, 1999, to the
Amended and Restated Investors Agreement, dated as of April 9, 1998, by and
among Cable Systems Holding, LLC, Cable Systems International, Inc., Richard
Kleinknecht, David Walsh, Anthony Servidio and Allegra Capital Partners III,
L.P.
Exhibit 3.2: Acknowledgment of IPC Communications, Inc., dated
May 21, 1999.
Exhibit 4: Joinder Agreement, dated May 21, 1999, by and among
Alchemy L.P. and IPC Communications, Inc., to Amended and Restated Investors
Agreement, dated as of April 9, 1998 by and among Cable Systems Holding, LLC,
Cable Systems International, Inc., Richard Kleinknecht, David Walsh, Anthony
Servidio and Allegra Capital Partners III, L.P.
Exhibit 5: Joinder Agreement, dated May 21, 1999, by and among
Richard M. Cashin, Jr. and IPC Communications, Inc., to Amended and Restated
Investors Agreement, dated as of April 9, 1998 by and among Cable Systems
Holding, LLC, Cable Systems International, Inc., Richard Kleinknecht, David
Walsh, Anthony Servidio and Allegra Capital Partners III, L.P.
Exhibit 6: Joinder Agreement, dated May 21, 1999, by and among CCT
Partners V, L.P. and IPC Communications, Inc., to Amended and Restated Investors
Agreement, dated as of April 9, 1998 by and among Cable Systems Holding, LLC,
Cable Systems International, Inc., Richard Kleinknecht, David Walsh, Anthony
Servidio and Allegra Capital Partners III, L.P.
Exhibit 7: Joinder Agreement, dated May 21, 1999, by and among
Citicorp Venture Capital Ltd. and IPC Communications, Inc., to Amended and
Restated Investors Agreement, dated as of
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<PAGE>
April 9, 1998 by and among Cable Systems Holding, LLC, Cable Systems
International, Inc., Richard Kleinknecht, David Walsh, Anthony Servidio and
Allegra Capital Partners III, L.P.
Exhibit 8: Joinder Agreement, dated May 21, 1999, by and among
Michael A. Delaney and IPC Communications, Inc., to Amended and Restated
Investors Agreement, dated as of April 9, 1998 by and among Cable Systems
Holding, LLC, Cable Systems International, Inc., Richard Kleinknecht, David
Walsh, Anthony Servidio and Allegra Capital Partners III, L.P.
Exhibit 9: Joinder Agreement, dated May 21, 1999, by and among Ian
D. Highet and IPC Communications, Inc., to Amended and Restated Investors
Agreement, dated as of April 9, 1998 by and among Cable Systems Holding, LLC,
Cable Systems International, Inc., Richard Kleinknecht, David Walsh, Anthony
Servidio and Allegra Capital Partners III, L.P.
Exhibit 10: Joinder Agreement, dated May 21, 1999, by and among
David Y. Howe and IPC Communications, Inc., to Amended and Restated Investors
Agreement, dated as of April 9, 1998 by and among Cable Systems Holding, LLC,
Cable Systems International, Inc., Richard Kleinknecht, David Walsh, Anthony
Servidio and Allegra Capital Partners III, L.P.
Exhibit 11: Joinder Agreement, dated May 21, 1999, by and among
David Kirby and IPC Communications, Inc., to Amended and Restated Investors
Agreement, dated as of April 9, 1998 by and among Cable Systems Holding, LLC,
Cable Systems International, Inc., Richard Kleinknecht, David Walsh, Anthony
Servidio and Allegra Capital Partners III, L.P.
Exhibit 12: Joinder Agreement, dated May 21, 1999, by and among
Byron L. Knief and IPC Communications, Inc., to Amended and Restated Investors
Agreement, dated as of April 9, 1998 by and among Cable Systems Holding, LLC,
Cable Systems International, Inc., Richard Kleinknecht, David Walsh, Anthony
Servidio and Allegra Capital Partners III, L.P.
Exhibit 13: Joinder Agreement, dated May 21, 1999, by and among
Richard E. Mayberry and IPC Communications, Inc., to Amended and Restated
Investors Agreement, dated as of April 9, 1998 by and among Cable Systems
Holding, LLC, Cable Systems International, Inc., Richard Kleinknecht, David
Walsh, Anthony Servidio and Allegra Capital Partners III, L.P.
Exhibit 14: Joinder Agreement, dated May 21, 1999, by and among
John O'Mara and IPC Communications, Inc., to Amended and Restated Investors
Agreement, dated as of April 9, 1998 by and among Cable Systems Holding, LLC,
Cable Systems International, Inc., Richard Kleinknecht, David Walsh, Anthony
Servidio and Allegra Capital Partners III, L.P.
Exhibit 15: Joinder Agreement, dated May 21, 1999, by and among
Paul C. Schorr, IV and IPC Communications, Inc., to Amended and Restated
Investors Agreement, dated as of April 9, 1998 by and among Cable Systems
Holding, LLC, Cable Systems International, Inc., Richard Kleinknecht, David
Walsh, Anthony Servidio and Allegra Capital Partners III, L.P.
Exhibit 16: Joinder Agreement, dated May 21, 1999, by and among
David F. Thomas and IPC Communications, Inc., to Amended and Restated Investors
Agreement, dated as of April 9, 1998 by and among Cable Systems Holding, LLC,
Cable Systems International, Inc., Richard Kleinknecht, David Walsh, Anthony
Servidio and Allegra Capital Partners III, L.P.
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<PAGE>
Exhibit 17: Joinder Agreement, dated May 21, 1999, by and among
James A. Urry and IPC Communications, Inc., to Amended and Restated Investors
Agreement, dated as of April 9, 1998 by and among Cable Systems Holding, LLC,
Cable Systems International, Inc., Richard Kleinknecht, David Walsh, Anthony
Servidio and Allegra Capital Partners III, L.P.
Exhibit 18: Joinder Agreement, dated May 21, 1999, by and among
John D. Weber and IPC Communications, Inc., to Amended and Restated Investors
Agreement, dated as of April 9, 1998 by and among Cable Systems Holding, LLC,
Cable Systems International, Inc., Richard Kleinknecht, David Walsh, Anthony
Servidio and Allegra Capital Partners III, L.P.
Exhibit 19: Joinder Agreement, dated May 21, 1999, by and among
63BR Partnership and IPC Communications, Inc., to Amended and Restated Investors
Agreement, dated as of April 9, 1998 by and among Cable Systems Holding, LLC,
Cable Systems International, Inc., Richard Kleinknecht, David Walsh, Anthony
Servidio and Allegra Capital Partners III, L.P.
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<PAGE>
SIGNATURES
After reasonable inquiry and to the best knowledge and belief of
the undersigned, the undersigned certifies that the information set forth in
this statement is true, complete and correct.
Date: June 1, 1999
Cable Systems Holding, LLC
By: /s/ Bruce Burkett
---------------------------------
Name: Bruce Burkett
Title: Manager
After reasonable inquiry and to the best knowledge and belief of
the undersigned, the undersigned certifies that the information set forth in
this statement is true, complete and correct.
Date: June 1, 1999
Citicorp Venture Capital Ltd.
By: /s/ Richard M. Cashin
---------------------------------
Name: Richard M. Cashin
Title: President
After reasonable inquiry and to the best knowledge and belief of
the undersigned, the undersigned certifies that the information set forth in
this statement is true, complete and correct.
Date: June 1, 1999
Citibank, N.A.
By: /s/ Glenn Gray
---------------------------------
Name: Glenn Gray
Title: Assistant Secretary
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<PAGE>
After reasonable inquiry and to the best knowledge and belief of
the undersigned, the undersigned certifies that the information set forth in
this statement is true, complete and correct.
Date: June 1, 1999
Citicorp
By: /s/ Glenn Gray
---------------------------------
Name: Glenn Gray
Title: Assistant Secretary
After reasonable inquiry and to the best knowledge and belief of
the undersigned, the undersigned certifies that the information set forth in
this statement is true, complete and correct.
Date: June 1, 1999
Citigroup Inc.
By: /s/ Glenn Gray
---------------------------------
Name: Glenn Gray
Title: Assistant Secretary
After reasonable inquiry and to the best knowledge and belief
of the undersigned, the undersigned certifies that the information set forth in
this statement is true, complete and correct.
Date: June 1, 1999
/s/ David Kirby
---------------------------------
Name: David Kirby
After reasonable inquiry and to the best knowledge and belief
of the undersigned, the undersigned certifies that the information set forth in
this statement is true, complete and correct.
Date: June 1, 1999
/s/ John O'Mara
---------------------------------
Name: John O'Mara
-15-
<PAGE>
Schedule A
Managers
of
Cable Systems Holding, LLC
The names and titles of the Managers of Cable Systems Holding, LLC
("CSH LLC") and their business addresses and principal occupations are set forth
below. If no address is given, the Manager's business address is that of CSH LLC
at 505 North 51st Avenue, Phoenix, Arizona 85043-2701. Unless otherwise
indicated, each occupation set forth opposite an individual's name refers to CSH
LLC and each individual is a United States citizen.
Name, Business Address Present Principal Occupation
- ----------------------- -----------------------------
Peter A. Woog Manager; President and Chief Executive Officer
of Cable Systems International, Inc.; President and
Chief Executive Officer of Cable Systems Holding
Company
Bruce Burkett Manager; Secretary, Treasurer and Chief Financial
Officer of Cable Systems International, Inc.;
Secretary, Treasurer and Chief Financial Officer
of Cable Systems Holding Company
-16-
<PAGE>
Schedule B
Executive Officers and Directors
of
Citicorp Venture Capital Ltd.
The names of the Directors and the names and titles of the
Executive Officers of Citicorp Venture Capital Ltd. ("CVC") and their business
addresses and principal occupations are set forth below. If no address is given,
the Director's or Executive Officer's business address is that of CVC at 399
Park Avenue, New York, NY 10043. Unless otherwise indicated, each occupation set
forth opposite an individual's name refers to CVC and each individual is a
United States citizen.
Name, Business Address Present Principal Occupation and Business Address
- ----------------------- -------------------------------------------------
Michael T. Bradley Vice President
William T. Comfort Chairman and Director
Richard M. Cashin President
Lauren M. Connelly Vice President & Secretary
Charles E. Corpening Vice President
Michael A. Delaney Vice President
Ann M. Goodbody Director
Ian D. Highet Vice President
David Y. Howe Vice President
Thomas E. Jones Director
Byron L. Knief Senior Vice President
Richard E. Mayberry Vice President
Thomas F. McWilliams Vice President
M. Saleem Muqaddam Vice President
Frederick A. Roesch Director
Paul C. Schorr Vice President
Joseph M. Silvestri Vice President
David F. Thomas Vice President
James A. Urry Vice President
John D. Weber Vice President
Thomas H. Sanders Vice President
-17-
<PAGE>
Schedule C
Executive Officers and Directors
of
Citigroup Inc.
The names of the Directors and the names and titles of the
Executive Officers of Citicorp and their business addresses and principal
occupations are set forth below. Unless otherwise indicated, each individual is
a United States citizen.
Name, Title and Citizenship Principal Occupation and Business Address
- ---------------------------- -----------------------------------------
C. Michael Armstrong Chairman & Chief Executive Officer
Director AT&T Corp.
295 North Maple Avenue
Basking Ridge, New Jersey 07920
Alain J.P. Belda President & Chief Operations Officer
Director (Brazil) ALCOA Inc.
201 Isabella Street
Pittsburgh, Pennsylvania 15212-5858
Kenneth J. Bialkin Partner
Director Skadden, Arps, Slate, Meagher & Flom LLP
919 Third Avenue
New York, New York 10022
Kenneth T. Derr Chairman & Chief Executive Officer
Director Chevron Corporation
575 Market Street
San Francisco, California 94105
John M. Deutch Institute Professor
Director Massachusetts Institute of Technology
77 Massachusetts Avenue, Room 6-208
Cambridge, Massachusetts 02139
Ann Dibble Jordan Consultant & Former Director of Social
Director Services The University of Chicago
Medical Center
2904 Benton Place, NW
Washington, DC 20008
Reuben Mark Chairman & Chief Executive Officer
Director Colgate-Palmolive Company
300 Park Avenue
New York, New York 10022-7499
-18-
<PAGE>
Michael T. Masin Vice Chairman, President-International
Director GTE Corporation
One Stamford Forum
Stamford, Connecticut 06904
Dudley C. Mecum Managing Director
Director Capricorn Holdings
30 East Elm Street
Greenwich, Connecticut 06830
Richard D. Parsons President
Director Time Warner, Inc.
75 Rockefeller Plaza, 29th Floor
New York, New York 10019
Andrall E. Pearson Chairman & Chief Executive Officer
Director Tricon Global Restaurants, Inc.
660 Steamboat Road
Greenwich, Connecticut 06830
John S. Reed Chairman & Co-Chief Executive Officer
Director & Executive Officer Citigroup Inc.
153 East 53rd Street
New York, New York 10043
Robert B. Shapiro Chairman & Chief Executive Officer
Director Monsanto Company
800 North Lindbergh Blvd.
Mail Zone DIS
St. Louis, Missouri 63167
Franklin A. Thomas Lawyer/Consultant & Former President,
Director The Ford Foundation
595 Madison Avenue, 33rd Floor
New York, New York 10022
Sanford I. Weill Chairman & Co-Chief Executive Officer
Director & Executive Officer Citigroup Inc.
153 East 53rd Street
New York, New York 10043
Edgar S. Woolard, Jr. Former Chairman & Chief Executive Officer
Director E.I. du Pont de Nemours & Company
1007 Market Street
Wilmington, Delaware 19898
Arthur Zankel General Partner
Director First Manhattan Company
437 Madison Avenue
New York, New York 10022
-19-
<PAGE>
The Honorable Gerald R. Ford Former President of the United States
Honorary Director Post Office Box 927
Rancho Mirage, California 92270
William I. Campbell Co-Chief Executive Officer
Executive Officer (USA/Canada) Global
Consumer Business
1 Court Square
Long Island City, New York 11120
Michael A. Carpenter Co-Chief Executive Officer
Executive Officer Global Corporate and Investment Bank of
Citigroup Inc.
388 Greenwich Street
New York, New York 10043
Paul J. Collins Vice Chairman
Executive Officer Citigroup Inc.
153 East 53rd Street
New York, New York 10043
Edward D. Horowitz e-Citi
Executive Officer 153 East 53rd Street
New York, New York 10043
Thomas W. Jones Co-Chairman and Chief Executive Officer
Executive Officer SSB Citi Asset Management Group
388 Greenwich Street
New York, New York 10013
Robert I. Lipp Co-Chief Executive Officer,
Executive Officer of Citigroup's Global Consumer Business
153 East 53rd Street
New York, New York 10043
Deryck C. Maughan Vice Chairman
Executive Officer (U.K.) Citigroup Inc.
153 East 53rd Street
New York, New York 10043
Victor J. Menezes Co-Chief Executive Officer,
Executive Officer (India) Global Corporate and Investment Bank of
Citigroup Inc.
153 East 53rd Street
New York, New York 10043
Heidi G. Miller Chief Financial Officer
Executive Officer Citigroup Inc.
153 East 53rd Street
New York, New York 10043
-20-
<PAGE>
Charles O. Prince, III Co-General Counsel & Corporate Secretary
Executive Officer Citigroup Inc.
153 East 53rd Street
New York, New York 10043
Mary Alice Taylor Global Operations & Technology
Executive Officer Citigroup Inc.
1 Court Square
Long Island City, New York 11120
Todd S. Thomson Strategy & Business Development
Executive Officer Citigroup Inc.
153 East 53rd Street
New York, New York 10043
Marc P. Weill Citigroup Investments
Executive Officer 153 East 53rd Street
New York, New York 10043
-21-
<PAGE>
EXHIBIT 1
Joint Filing Agreement
In accordance with Rule 13d-1(f) under the Securities Exchange Act
of 1934, as amended, each of the persons named below agrees to the joint filing
of a Statement on Schedule 13D (including amendments thereto) with respect to
the common stock, par value $0.01, of IPC Communications, Inc., a Delaware
corporation, and further agrees that this Joint Filing Agreement be included as
an exhibit to such filings provided that, as contemplated by Section
13d-1(f)(1)(ii), no person shall be responsible for the completeness or accuracy
of the information concerning the other persons making the filing, unless such
person knows or has reason to believe that such information is inaccurate. This
Joint Filing may be executed in any number of counterparts, all of which
together shall constitute one and the same instrument.
Cable Systems Holding, LLC
By: /s/ Bruce Burkett By: /s/ /David Kirby
--------------------------- ----------------------------
Name: Bruce Burkett Name: David Kirby
Title: Manager
Citicorp Venture Capital Ltd. By: /s/ John O'Mara
----------------------------
Name: John O'Mara
By: /s/ Richard M. Cashin
-------------------------
Name: Richard M. Cashin
Title: President
Citibank, N.A.
By: /s/ Glenn Gray
-------------------------
Name: Glenn Gray
Title: Assistant Secretary
Citicorp
By: /s/ Glenn Gray
-------------------------
Name: Glenn Gray
Title: Assistant Secretary
Citigroup Inc.
By: /s/ Glenn Gray
-------------------------
Name: Glenn Gray
Title: Assistant Secretary
-26-
<PAGE>
Exhibit 3.1
EXECUTION COPY
AMENDMENT NO. 1 (this "AMENDMENT"), dated as of May 21, 1999,
to the Amended and Restated Investors Agreement (the "ORIGINAL AGREEMENT"),
dated as of April 9, 1998, by and among (i) IPC Information Systems, Inc.
("IPC"), (ii) Cable Systems Holding, LLC, a Delaware limited liability company,
(iii) Cable Systems International, Inc., a Delaware corporation, (iv) Richard
Kleinknecht, (v) David Walsh, (vi) Anthony Servidio and (vii) Allegra Capital
Partners III, L.P. (formerly known as Lawrence, Smith & Horey III, L.P.), a
Delaware limited partnership. Unless otherwise defined herein, capitalized terms
used in this Amendment shall have the respective meanings assigned to them in
the Original Agreement.
RECITALS
WHEREAS, in connection with the consummation of the
transactions contemplated by the Merger Agreement, IPC issued shares of its
capital stock to the parties set forth on Schedule I to the Original Agreement
(the "SHAREHOLDERS"); and
WHEREAS, IPC and each of the Shareholders entered into the
Original Agreement to regulate certain aspects of their relationship and to
provide for, among other things, restrictions on the transfer or other
disposition of securities of IPC and matters relating to the corporate
governance of IPC; and
WHEREAS, IPC Merger Sub Two, Inc., a Delaware corporation and
a wholly-owned direct subsidiary of IPC Communications, Inc., a Delaware
corporation ("HOLDINGS"), which is in turn a wholly-owned direct subsidiary of
IPC, has merged pursuant to Section 251(g) of the General Corporation Law of the
State of Delaware with and into IPC (the "REORGANIZATION"); and
WHEREAS, as a result of the Reorganization, IPC is now a
wholly-owned direct subsidiary of Holdings, and the stockholders of IPC
immediately prior to the Reorganization are now stockholders of Holdings; and
WHEREAS, IPC and the Shareholders desire to amend certain
provisions of the Original Agreement to add Holdings as a party thereto and to
remove IPC as a party thereto, all in accordance with Section 7.04 of the
Agreement, which requires the approval of this Amendment in writing by IPC and
the holders of at least 50% of the shares of Common Stock held by the
Shareholders.
NOW, THEREFORE, the parties hereto hereby agree as follows:
<PAGE>
1.1 The Preface to the Original Agreement shall be amended by
deleting the defined term "IPC Information Systems, Inc. (the "COMPANY")" and
replacing it with the following defined term:
"IPC Communications, Inc. (the "COMPANY")"
IN WITNESS WHEREOF, the parties hereto have caused this
Amendment to be duly executed by their respective authorized officers as of the
day and year first above written.
IPC INFORMATION SYSTEMS, INC.
By: /s/ Gerald E. Starr
---------------------------
Name: Gerald E. Starr
Title: President & Chief Executive Officer
CABLE SYSTEMS HOLDING, LLC
By: /s/ Bruce R. Burkett
---------------------------
Name: Bruce R. Burkett
Title: Manager
/s/ Richard Kleinknecht
-------------------------------
Richard Kleinknecht
/s/ David Walsh
-------------------------------
David Walsh
/s/ Anthony Servidio
-------------------------------
Anthony Servidio
<PAGE>
ALLEGRA CAPITAL PARTNERS III, L.P.
By: Its General Partner,
Allegra Partners III, L.P.
By: /s/ Richard W. Smith
---------------------------
Name: Richard W. Smith
Title: General Partner
<PAGE>
EXHIBIT 3.2
ACKNOWLEDGEMENT
This Acknowledgment (the "ACKNOWLEDGMENT") is being delivered in
connection with the merger of IPC Merger Sub Two, Inc., a Delaware
corporation and a wholly-owned direct subsidiary of IPC Communications, Inc.,
a Delaware corporation ("HOLDINGS"), which is in turn a wholly-owned direct
subsidiary of IPC Information Systems, Inc. ("IPC"), with and into IPC,
pursuant to Section 251(g) of the General Corporation Law of the State of
Delaware.
Holdings hereby agrees and acknowledges that as of the date hereof it
shall become a party to and bound by the terms and conditions of that certain
Amended and Restated Investors' Agreement, dated as of April 9, 1998, as
amended by Amendment No. 1 dated the date hereof, with Cable Systems Holding,
LLC, a Delaware limited liability company, Cable Systems International, Inc.,
a Delaware corporation, Richard Kleinknecht, David Walsh, Anthony Servidio
and Allegra Capital Partners III, L.P. (formerly known as Lawrence, Smith &
Horey III, L.P.), a Delaware limited partnership.
IN WITNESS WHEREOF, a duly authorized officer of Holdings has executed
this Acknowledgement on this 21st day of May, 1999.
IPC COMMUNICATIONS, INC.
By: /s/ Gerald E. Starr
------------------------
Name: Gerald E. Starr
Title: President & Chief Executive Officer
<PAGE>
Exhibit 4
JOINDER AGREEMENT
IPC Communications, Inc.
Wall Street Plaza
88 Pine Street
New York, NY 10005
Attention: Chief Executive Officer
Gentlemen:
In consideration of the transfer to the undersigned of 7,142.8560 shares
of Common Stock, par value $.01 per share, of IPC Communications, Inc., a
Delaware corporation (the "COMPANY"), the undersigned agrees that it is a
Permitted Transferee of Cable Systems Holding, LLC and agrees that, as of the
date written below, it shall become a party to, and a Permitted Transferee as
defined in, that certain Amended and Restated Investors Agreement, dated as of
April 9, 1998, as such agreement may have been or may be amended from time to
time (the "AGREEMENT"), among the Company and the persons named therein, and as
a Permitted Transferee shall be fully bound by, and subject to, all of the
covenants, terms and conditions of the Agreement that were applicable to the
undersigned's transferor as though an original party thereto and shall be deemed
a CSH Shareholder for purposes thereof.
Executed as of the 21st day of May, 1999.
TRANSFEREE: Alchemy L.P.
Address: c/o Citicorp Venture Capital Ltd.
399 Park Avenue
New York, NY 10022
Alchemy L.P.
By: Its General Partner
By: /s/ Thomas F. McWilliams
------------------------------
Name: Thomas F. McWilliams
<PAGE>
Exhibit 5
JOINDER AGREEMENT
IPC Communications, Inc.
Wall Street Plaza
88 Pine Street
New York, NY 10005
Attention: Chief Executive Officer
Gentlemen:
In consideration of the transfer to the undersigned of 119,047.6180 shares
of Common Stock, par value $.01 per share, of IPC Communications, Inc., a
Delaware corporation (the "COMPANY"), the undersigned agrees that he is a
Permitted Transferee of Cable Systems Holding, LLC and agrees that, as of the
date written below, he shall become a party to, and a Permitted Transferee as
defined in, that certain Amended and Restated Investors Agreement, dated as of
April 9, 1998, as such agreement may have been or may be amended from time to
time (the "AGREEMENT"), among the Company and the persons named therein, and as
a Permitted Transferee shall be fully bound by, and subject to, all of the
covenants, terms and conditions of the Agreement that were applicable to the
undersigned's transferor as though an original party thereto and shall be deemed
a CSH Shareholder for purposes thereof.
Executed as of the 21st day of May, 1999.
TRANSFEREE: Richard M. Cashin, Jr.
Address: c/o Citicorp Venture Capital Ltd.
399 Park Avenue
New York, NY 10022
/s/ Richard M. Cashin, Jr.
- --------------------------
Richard M. Cashin, Jr.
<PAGE>
Exhibit 6
JOINDER AGREEMENT
IPC Communications, Inc.
Wall Street Plaza
88 Pine Street
New York, NY 10005
Attention: Chief Executive Officer
Gentlemen:
In consideration of the transfer to the undersigned of 460,294.7400 shares
of Common Stock, par value $.01 per share, of IPC Communications, Inc., a
Delaware corporation (the "COMPANY"), the undersigned agrees that it is a
Permitted Transferee of Cable Systems Holding, LLC and agrees that, as of the
date written below, it shall become a party to, and a Permitted Transferee as
defined in, that certain Amended and Restated Investors Agreement, dated as of
April 9, 1998, as such agreement may have been or may be amended from time to
time (the "AGREEMENT"), among the Company and the persons named therein, and as
a Permitted Transferee shall be fully bound by, and subject to, all of the
covenants, terms and conditions of the Agreement that were applicable to the
undersigned's transferor as though an original party thereto and shall be deemed
a CSH Shareholder for purposes thereof.
Executed as of the 21st day of May, 1999.
TRANSFEREE: CCT Partners V, L.P.
Address: c/o Citicorp Venture Capital Ltd.
399 Park Avenue
New York, NY 10022
CCT Partners V, L.P.
By: CCT 1998 Corporation
Its General Partner
By: /s/ Thomas H. Sanders
----------------------------
Name: Thomas H. Sanders
Title: Secretary
<PAGE>
Exhibit 7
JOINDER AGREEMENT
IPC Communications, Inc.
Wall Street Plaza
88 Pine Street
New York, NY 10005
Attention: Chief Executive Officer
Gentlemen:
In consideration of the transfer to the undersigned of 4,028,241.6360
shares of Common Stock, par value $.01 per share, of IPC Communications, Inc., a
Delaware corporation (the "COMPANY"), the undersigned agrees that it is a
Permitted Transferee of Cable Systems Holding, LLC and agrees that, as of the
date written below, it shall become a party to, and a Permitted Transferee as
defined in, that certain Amended and Restated Investors Agreement, dated as of
April 9, 1998, as such agreement may have been or may be amended from time to
time (the "AGREEMENT"), among the Company and the persons named therein, and as
a Permitted Transferee shall be fully bound by, and subject to, all of the
covenants, terms and conditions of the Agreement that were applicable to the
undersigned's transferor as though an original party thereto and shall be deemed
a CSH Shareholder for purposes thereof.
Executed as of the 21st day of May, 1999.
TRANSFEREE: Citicorp Venture Capital Ltd.
Address: 399 Park Avenue
New York, NY 10022
Citicorp Venture Capital Ltd.:
By: /s/ Richard M. Cashin
------------------------------
Name: Richard M. Cashin
Title: President
<PAGE>
Exhibit 8
JOINDER AGREEMENT
IPC Communications, Inc.
Wall Street Plaza
88 Pine Street
New York, NY 10005
Attention: Chief Executive Officer
Gentlemen:
In consideration of the transfer to the undersigned of 4,761.9060 shares
of Common Stock, par value $.01 per share, of IPC Communications, Inc., a
Delaware corporation (the "COMPANY"), the undersigned agrees that he is a
Permitted Transferee of Cable Systems Holding, LLC and agrees that, as of the
date written below, he shall become a party to, and a Permitted Transferee as
defined in, that certain Amended and Restated Investors Agreement, dated as of
April 9, 1998, as such agreement may have been or may be amended from time to
time (the "AGREEMENT"), among the Company and the persons named therein, and as
a Permitted Transferee shall be fully bound by, and subject to, all of the
covenants, terms and conditions of the Agreement that were applicable to the
undersigned's transferor as though an original party thereto and shall be deemed
a CSH Shareholder for purposes thereof.
Executed as of the 21st day of May, 1999.
TRANSFEREE: Michael A. Delaney
Address: c/o Citicorp Venture Capital Ltd.
399 Park Avenue
New York, NY 10022
/s/ Michael A. Delaney
- --------------------------
Michael A. Delaney
<PAGE>
Exhibit 9
JOINDER AGREEMENT
IPC Communications, Inc.
Wall Street Plaza
88 Pine Street
New York, NY 10005
Attention: Chief Executive Officer
Gentlemen:
In consideration of the transfer to the undersigned of 952.3800 shares of
Common Stock, par value $.01 per share, of IPC Communications, Inc., a Delaware
corporation (the "COMPANY"), the undersigned agrees that he is a Permitted
Transferee of Cable Systems Holding, LLC and agrees that, as of the date written
below, he shall become a party to, and a Permitted Transferee as defined in,
that certain Amended and Restated Investors Agreement, dated as of April 9,
1998, as such agreement may have been or may be amended from time to time (the
"AGREEMENT"), among the Company and the persons named therein, and as a
Permitted Transferee shall be fully bound by, and subject to, all of the
covenants, terms and conditions of the Agreement that were applicable to the
undersigned's transferor as though an original party thereto and shall be deemed
a CSH Shareholder for purposes thereof.
Executed as of the 21st day of May, 1999.
TRANSFEREE: Ian D. Highet
Address: c/o Citicorp Venture Capital Ltd.
399 Park Avenue
New York, NY 10022
/s/ Ian D. Highet
- --------------------------
Ian D. Highet
<PAGE>
Exhibit 10
JOINDER AGREEMENT
IPC Communications, Inc.
Wall Street Plaza
88 Pine Street
New York, NY 10005
Attention: Chief Executive Officer
Gentlemen:
In consideration of the transfer to the undersigned of 4,761.9060 shares
of Common Stock, par value $.01 per share, of IPC Communications, Inc., a
Delaware corporation (the "COMPANY"), the undersigned agrees that he is a
Permitted Transferee of Cable Systems Holding, LLC and agrees that, as of the
date written below, he shall become a party to, and a Permitted Transferee as
defined in, that certain Amended and Restated Investors Agreement, dated as of
April 9, 1998, as such agreement may have been or may be amended from time to
time (the "AGREEMENT"), among the Company and the persons named therein, and as
a Permitted Transferee shall be fully bound by, and subject to, all of the
covenants, terms and conditions of the Agreement that were applicable to the
undersigned's transferor as though an original party thereto and shall be deemed
a CSH Shareholder for purposes thereof.
Executed as of the 21st day of May, 1999.
TRANSFEREE: David Y. Howe
Address: c/o Citicorp Venture Capital Ltd.
399 Park Avenue
New York, NY 10022
/s/ David Y. Howe
- --------------------------
David Y. Howe
<PAGE>
Exhibit 11
JOINDER AGREEMENT
IPC Communications, Inc.
Wall Street Plaza
88 Pine Street
New York, NY 10005
Attention: Chief Executive Officer
Gentlemen:
In consideration of the transfer to the undersigned of 47.6190 shares
of Common Stock, par value $.01 per share, of IPC Communications, Inc., a
Delaware corporation (the "COMPANY"), the undersigned agrees that he is a
Permitted Transferee of Cable Systems Holding, LLC and agrees that, as of the
date written below, he shall become a party to, and a Permitted Transferee as
defined in, that certain Amended and Restated Investors Agreement, dated as of
April 9, 1998, as such agreement may have been or may be amended from time to
time (the "AGREEMENT"), among the Company and the persons named therein, and as
a Permitted Transferee shall be fully bound by, and subject to, all of the
covenants, terms and conditions of the Agreement that were applicable to the
undersigned's transferor as though an original party thereto and shall be deemed
a CSH Shareholder for purposes thereof.
Executed as of the 21st day of May, 1999.
TRANSFEREE: David Kirby
Address: c/o Citicorp Venture Capital Ltd.
399 Park Avenue
New York, NY 10022
/s/ David Kirby
- --------------------------
David Kirby
<PAGE>
Exhibit 12
JOINDER AGREEMENT
IPC Communications, Inc.
Wall Street Plaza
88 Pine Street
New York, NY 10005
Attention: Chief Executive Officer
Gentlemen:
In consideration of the transfer to the undersigned of 4,761.9060 shares
of Common Stock, par value $.01 per share, of IPC Communications, Inc., a
Delaware corporation (the "COMPANY"), the undersigned agrees that he is a
Permitted Transferee of Cable Systems Holding, LLC and agrees that, as of the
date written below, he shall become a party to, and a Permitted Transferee as
defined in, that certain Amended and Restated Investors Agreement, dated as of
April 9, 1998, as such agreement may have been or may be amended from time to
time (the "AGREEMENT"), among the Company and the persons named therein, and as
a Permitted Transferee shall be fully bound by, and subject to, all of the
covenants, terms and conditions of the Agreement that were applicable to the
undersigned's transferor as though an original party thereto and shall be deemed
a CSH Shareholder for purposes thereof.
Executed as of the 21st day of May, 1999.
TRANSFEREE: Byron L. Knief
Address: c/o Citicorp Venture Capital Ltd.
399 Park Avenue
New York, NY 10022
/s/ Byron L. Knief
- --------------------------
Byron L. Knief
<PAGE>
Exhibit 13
JOINDER AGREEMENT
IPC Communications, Inc.
Wall Street Plaza
88 Pine Street
New York, NY 10005
Attention: Chief Executive Officer
Gentlemen:
In consideration of the transfer to the undersigned of 2,380.9540 shares
of Common Stock, par value $.01 per share, of IPC Communications, Inc., a
Delaware corporation (the "COMPANY"), the undersigned agrees that he is a
Permitted Transferee of Cable Systems Holding, LLC and agrees that, as of the
date written below, he shall become a party to, and a Permitted Transferee as
defined in, that certain Amended and Restated Investors Agreement, dated as of
April 9, 1998, as such agreement may have been or may be amended from time to
time (the "AGREEMENT"), among the Company and the persons named therein, and as
a Permitted Transferee shall be fully bound by, and subject to, all of the
covenants, terms and conditions of the Agreement that were applicable to the
undersigned's transferor as though an original party thereto and shall be deemed
a CSH Shareholder for purposes thereof.
Executed as of the 21st day of May, 1999.
TRANSFEREE: Richard E. Mayberry
Address: c/o Citicorp Venture Capital Ltd.
399 Park Avenue
New York, NY 10022
/s/ Richard E. Mayberry
- --------------------------
Richard E. Mayberry
<PAGE>
Exhibit 14
JOINDER AGREEMENT
IPC Communications, Inc.
Wall Street Plaza
88 Pine Street
New York, NY 10005
Attention: Chief Executive Officer
Gentlemen:
In consideration of the transfer to the undersigned of 47.6190 shares of
Common Stock, par value $.01 per share, of IPC Communications, Inc., a Delaware
corporation (the "COMPANY"), the undersigned agrees that he is a Permitted
Transferee of Cable Systems Holding, LLC and agrees that, as of the date written
below, he shall become a party to, and a Permitted Transferee as defined in,
that certain Amended and Restated Investors Agreement, dated as of April 9,
1998, as such agreement may have been or may be amended from time to time (the
"AGREEMENT"), among the Company and the persons named therein, and as a
Permitted Transferee shall be fully bound by, and subject to, all of the
covenants, terms and conditions of the Agreement that were applicable to the
undersigned's transferor as though an original party thereto and shall be deemed
a CSH Shareholder for purposes thereof.
Executed as of the 21st day of May, 1999.
TRANSFEREE: John O'Mara
Address: c/o Citicorp Venture Capital Ltd.
399 Park Avenue
New York, NY 10022
/s/ John O'Mara
- --------------------------
John O'Mara
<PAGE>
Exhibit 15
JOINDER AGREEMENT
IPC Communications, Inc.
Wall Street Plaza
88 Pine Street
New York, NY 10005
Attention: Chief Executive Officer
Gentlemen:
In consideration of the transfer to the undersigned of 952.3800 shares of
Common Stock, par value $.01 per share, of IPC Communications, Inc., a Delaware
corporation (the "COMPANY"), the undersigned agrees that he is a Permitted
Transferee of Cable Systems Holding, LLC and agrees that, as of the date written
below, he shall become a party to, and a Permitted Transferee as defined in,
that certain Amended and Restated Investors Agreement, dated as of April 9,
1998, as such agreement may have been or may be amended from time to time (the
"AGREEMENT"), among the Company and the persons named therein, and as a
Permitted Transferee shall be fully bound by, and subject to, all of the
covenants, terms and conditions of the Agreement that were applicable to the
undersigned's transferor as though an original party thereto and shall be deemed
a CSH Shareholder for purposes thereof.
Executed as of the 21st day of May, 1999.
TRANSFEREE: Paul C. Schorr, IV
Address: c/o Citicorp Venture Capital Ltd.
399 Park Avenue
New York, NY 10022
/s/ Paul C. Schorr, IV
- --------------------------
Paul C. Schorr, IV
<PAGE>
Exhibit 16
JOINDER AGREEMENT
IPC Communications, Inc.
Wall Street Plaza
88 Pine Street
New York, NY 10005
Attention: Chief Executive Officer
Gentlemen:
In consideration of the transfer to the undersigned of 95,238.0960 shares
of Common Stock, par value $.01 per share, of IPC Communications, Inc., a
Delaware corporation (the "COMPANY"), the undersigned agrees that he is a
Permitted Transferee of Cable Systems Holding, LLC and agrees that, as of the
date written below, he shall become a party to, and a Permitted Transferee as
defined in, that certain Amended and Restated Investors Agreement, dated as of
April 9, 1998, as such agreement may have been or may be amended from time to
time (the "AGREEMENT"), among the Company and the persons named therein, and as
a Permitted Transferee shall be fully bound by, and subject to, all of the
covenants, terms and conditions of the Agreement that were applicable to the
undersigned's transferor as though an original party thereto and shall be deemed
a CSH Shareholder for purposes thereof.
Executed as of the 21st day of May, 1999.
TRANSFEREE: David F. Thomas
Address: c/o Citicorp Venture Capital Ltd.
399 Park Avenue
New York, NY 10022
/s/ David F. Thomas
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David F. Thomas
<PAGE>
Exhibit 17
JOINDER AGREEMENT
IPC Communications, Inc.
Wall Street Plaza
88 Pine Street
New York, NY 10005
Attention: Chief Executive Officer
Gentlemen:
In consideration of the transfer to the undersigned of 1,904.7620 shares
of Common Stock, par value $.01 per share, of IPC Communications, Inc., a
Delaware corporation (the "COMPANY"), the undersigned agrees that he is a
Permitted Transferee of Cable Systems Holding, LLC and agrees that, as of the
date written below, he shall become a party to, and a Permitted Transferee as
defined in, that certain Amended and Restated Investors Agreement, dated as of
April 9, 1998, as such agreement may have been or may be amended from time to
time (the "AGREEMENT"), among the Company and the persons named therein, and as
a Permitted Transferee shall be fully bound by, and subject to, all of the
covenants, terms and conditions of the Agreement that were applicable to the
undersigned's transferor as though an original party thereto and shall be deemed
a CSH Shareholder for purposes thereof.
Executed as of the 21st day of May, 1999.
TRANSFEREE: James A. Urry
Address: c/o Citicorp Venture Capital Ltd.
399 Park Avenue
New York, NY 10022
/s/ James A. Urry
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James A. Urry
<PAGE>
Exhibit 18
JOINDER AGREEMENT
IPC Communications, Inc.
Wall Street Plaza
88 Pine Street
New York, NY 10005
Attention: Chief Executive Officer
Gentlemen:
In consideration of the transfer to the undersigned of 2,380.9540 shares
of Common Stock, par value $.01 per share, of IPC Communications, Inc., a
Delaware corporation (the "COMPANY"), the undersigned agrees that he is a
Permitted Transferee of Cable Systems Holding, LLC and agrees that, as of the
date written below, he shall become a party to, and a Permitted Transferee as
defined in, that certain Amended and Restated Investors Agreement, dated as of
April 9, 1998, as such agreement may have been or may be amended from time to
time (the "AGREEMENT"), among the Company and the persons named therein, and as
a Permitted Transferee shall be fully bound by, and subject to, all of the
covenants, terms and conditions of the Agreement that were applicable to the
undersigned's transferor as though an original party thereto and shall be deemed
a CSH Shareholder for purposes thereof.
Executed as of the 21st day of May, 1999.
TRANSFEREE: John D. Weber
Address: c/o Citicorp Venture Capital Ltd.
399 Park Avenue
New York, NY 10022
/s/ John D. Weber
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John D. Weber
<PAGE>
Exhibit 19
JOINDER AGREEMENT
IPC Communications, Inc.
Wall Street Plaza
88 Pine Street
New York, NY 10005
Attention: Chief Executive Officer
Gentlemen:
In consideration of the transfer to the undersigned of 96,666.6680 shares
of Common Stock, par value $.01 per share, of IPC Communications, Inc., a
Delaware corporation (the "COMPANY"), the undersigned agrees that it is a
Permitted Transferee of Cable Systems Holding, LLC and agrees that, as of the
date written below, it shall become a party to, and a Permitted Transferee as
defined in, that certain Amended and Restated Investors Agreement, dated as of
April 9, 1998, as such agreement may have been or may be amended from time to
time (the "AGREEMENT"), among the Company and the persons named therein, and as
a Permitted Transferee shall be fully bound by, and subject to, all of the
covenants, terms and conditions of the Agreement that were applicable to the
undersigned's transferor as though an original party thereto and shall be deemed
a CSH Shareholder for purposes thereof.
Executed as of the 21st day of May, 1999.
TRANSFEREE: 63BR Partnership
Address: c/o Citicorp Venture Capital Ltd.
399 Park Avenue
New York, NY 10022
63BR Partnership
By: /s/ William T. Comfort
-------------------------
Name: William T. Comfort
Title: General Partner
