<PAGE>
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D/A
Under the Securities Exchange Act of 1934
(Amendment No. 1)*
Factual Data Corp
________________________________________________________________________________
(Name of Issuer)
Common Stock
________________________________________________________________________________
(Title of Class of Securities)
308094106
_______________________________________________________________
(CUSIP Number)
Continental Illinois Venture Corporation, 231 South LaSalle Street 7L, Chicago,
IL 60697
(312) 828-8021
________________________________________________________________________________
(Name, Address and Telephone Number of Person Authorized to Receive Notices and
Communications)
October 6, 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(b)(3) or (4), 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 (S) 240.13d-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).
<PAGE>
SCHEDULE 13D/A
- ----------------------- ---------------------
CUSIP NO. 303094106 PAGE 2 OF 7 PAGES
- ----------------------- ---------------------
- ------------------------------------------------------------------------------
NAME OF REPORTING PERSON
1 S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Continental Illinois Venture Corporation
- ------------------------------------------------------------------------------
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
2 (a) [_]
(b) [_]
- ------------------------------------------------------------------------------
SEC USE ONLY
3
- ------------------------------------------------------------------------------
SOURCE OF FUNDS*
4 WC
- ------------------------------------------------------------------------------
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT
TO ITEMS 2(d) or 2(e) [_]
5
- ------------------------------------------------------------------------------
CITIZENSHIP OR PLACE OF ORGANIZATION
6
Delaware
- ------------------------------------------------------------------------------
SOLE VOTING POWER
7 0
NUMBER OF
SHARES -----------------------------------------------------------
SHARED VOTING POWER
BENEFICIALLY 8 16,074
OWNED BY
-----------------------------------------------------------
EACH SOLE DISPOSITIVE POWER
9 0
REPORTING
PERSON -----------------------------------------------------------
SHARED DISPOSITIVE POWER
WITH 10 16,074
- ------------------------------------------------------------------------------
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
11 16,074
- ------------------------------------------------------------------------------
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES*
12
[_]
- ------------------------------------------------------------------------------
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
13 0.3%
- ------------------------------------------------------------------------------
TYPE OF REPORTING PERSON*
14 CO
- ------------------------------------------------------------------------------
<PAGE>
- ---------------------------------- -------------------------------------
CUSIP No. 303094106 Page 3 of 7 Pages
--------- --- ---
- ---------------------------------- ------------------------------------
This Amendment No. 1 (this "Amendment") to the Schedule 13D originally
filed with the Securities and Exchange Commission ("SEC") on April 9, 1999 (the
"Schedule 13D") is being filed to provide (i) information regarding the
disposition by CIVC (as defined in Schedule 13D) of all of its shares of common
stock of the Company (as defined in Schedule 13D) and (ii) certain disclosure
that was inadvertently omitted from the Schedule 13D regarding Bank of America
Corporation, a Delaware corporation, but which disclosure is required by General
Instruction C to Schedule 13D. All capitalized terms used but not otherwise
defined herein have the respective meanings ascribed to such terms in the
Schedule 13D.
Item 2. Identity and Background
-----------------------
Item 2 of the Schedule 13D is amended to include, immediately after
the first paragraph of such Item 2, the following new paragraph:
This statement is also being filed on behalf of Bank of America
Corporation, a Delaware corporation (the "Bank"), as the parent and, through an
intermediate subsidiary, sole owner of 100% of the issued and outstanding
capital stock of CIVC and, therefore, the corporation ultimately in control of
CIVC. The Bank's principal business is acting as a multi-bank holding company
and the address of its principal business and principal office is 100 North
Tryon Street, Charlotte, North Carolina 28255.
Item 2 of the Schedule 13D is further amended by inserting,
immediately after the phrase "of CIVC" in the first sentence of the second
paragraph of such Item 2, the following text:
and the directors and executive officers of the Bank
Item 2 of the Schedule 13D is further amended by striking the text
"none of CIVC has and, to the knowledge of CIVC" from the second sentence of the
existing third paragraph of such Item 2, and inserting, in lieu thereof, the
following text:
none of CIVC or the Bank has and, to the knowledge of CIVC and the
Bank
Item 5. Interest in Securities of the Issuer
------------------------------------
Item 5 of the Schedule 13D is amended to include, immediately after
the last sentence of paragraph (a) of such Item 5, the following new sentence:
Therefore, the Bank, as the indirect owner of 100% of the equity of
CIVC, may be deemed to be the beneficial owner of 1,112,829 shares, or 20.6%, of
the total issued and outstanding shares of Common Stock reported as being
beneficially owned by CIVC on the Schedule 13D.
Item 5 of the Schedule 13D is further amended by striking the text
"Not applicable." from paragraph (e) of such Item 5, and inserting, in lieu
thereof, the following text:
In June 1999, CIVC transfered a total of 16,074 shares of Common
Stock, representing approximately 0.3% of the total issued and outstanding
shares of Common Stock, to five individuals. Pursuant to an irrevocable proxy
executed by each of the five individuals (each, a "Proxy" and collectively, the
"Proxies"), CIVC retains the right to vote the 16,074 shares of Common Stock. A
form of the Proxies is filed as Exhibit 6 under Item 7 below. Consequently, CIVC
may be deemed to be the beneficial owner of such shares; however, CIVC disclaims
beneficial ownership of such shares.
On October 6, 1999, CIVC contributed 1,096,755 shares of Common Stock,
representing all of the Common Stock held by CIVC on the date of such
contribution, to CIVC Fund, L.P., a Delaware limited partnership ("CIVC Fund"),
pursuant to a Contribution Agreement (the "Contribution Agreement") by and among
CIVC, CIVC Fund, CIVC Partners, LLC, a Delaware limited liability company
("General Partner"), CIVC SBIC Fund, LLC, a Delaware limited liability company
("SBIC Fund"), and BankAmerica Investment Corporation, a Delaware corporation
("BAIC"). Pursuant to the Contribution Agreement, CIVC Fund contributed the
1,096,755 shares of
<PAGE>
- ---------------------------------- ------------------------------------
CUSIP No. 303094106 Page 4 of 7 Pages
--------- --- ---
- ---------------------------------- ------------------------------------
Common Stock to SBIC Fund. As a result of such transaction, CIVC no longer owns
any shares of Common Stock and this Amendment reports the termination of the
obligation of CIVC to make further filings with respect to the Common Stock.
Concurrently with the filing of this Amendment, SBIC Fund is filing an initial
report on Schedule 13D to reflect, among other things, its ownership of the
Common Stock of Factual Data Corp. As described in such Schedule 13D, the Bank
may be deemed to be the beneficial owner of the shares of Common Stock received
by SBIC Fund from CIVC.
Item 6. Contracts, Arrangements, Understandings or Relationships with Respect
---------------------------------------------------------------------
to Securities of the Issuer
- ---------------------------
Item 6 of the Schedule 13D is amended to include, immediately after
the first sentence of the first paragraph, the following new sentence:
Haley LLC is a wholly-owned subsidiary of CIVC.
Item 7. Material to be Filed as Exhibits
--------------------------------
Item 7 of the Schedule 13D is amended to include the following
exhibits being filed herewith as Exhibits 5 and 6 to this Amendment:
5. Contribution Agreement, dated as of October 6, 1999, by and among
CIVC, CIVC Fund, General Partner, SBIC Fund and BAIC.
6. Proxy granted to CIVC, dated June 14, 1999, by Leonard Friedel
relating to 3,091 shares of Common Stock (because the Proxies are substantially
identical in all material respects, except with respect to the individual
executing the relevant Proxy and the number of shares of Common Stock covered
thereby, a copy of only one of the Proxies is filed as Exhibit 6 herewith).
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.
Dated: November 5, 1999
CONTINENTAL ILLINOIS VENTURE CORPORATION
By: /s/ Daniel G. Helle
Name: Daniel G. Helle
Title: Managing Director
<PAGE>
- ---------------------------------- -------------------------------------
CUSIP No. 303094106 Page 5 of 7 Pages
--------- --- ---
- ---------------------------------- ------------------------------------
SCHEDULE I
Schedule I of the Schedule 13D is hereby amended to include the
following information with respect to the directors and executive officers of
Bank of America Corporation:
DIRECTORS:
<TABLE>
<CAPTION>
Name Business Address Principal Occupation
- ---- ---------------- --------------------
<S> <C> <C>
Charles W. Coker Post Office Box 160 Chairman, Sonoco Products Company
Hartsville, South Carolina 29551-0160
Timm F. Crull c/o Hallmark Cards, Inc. Retired Chairman and Chief Executive
1024 East Balboa Boulevard Officer, Nestle USA, Inc.
Newport Beach, California 92661
Alan T. Dickson 1800 Two First Union Center Chairman of the Board of Directors,
Charlotte, North Carolina 28282 Ruddick Corporation
Kathleen F. Feldstein 147 Clifton Street President, Economics Studies, Inc.
Belmont, Massachusetts 02478
Paul Fulton First Stratford Building Chairman and Chief Executive
101 South Stratford Road Officer, Bassett Furniture
Winston-Salem, North Carolina 27104 Industries, Inc.
Donald E. Guinn Pacific Telesis Center Chairman Emeritus,
130 Kearney Street, Room 3704 Pacific Telesis Group
San Francisco, California 94108
James H. Hance, Jr. Bank of America Corporate Center Vice Chairman and Chief Financial
100 North Tryon Street Officer, Bank of America Corporation
Charlotte, North Carolina 28255
C. Ray Holman Post Office Box 5840 Chairman and Chief Executive
St. Louis, Missouri 63134 Officer, Mallinckrodt, Inc.
W.W. Johnson Post Office Box 448 Chairman, Executive Committee, Bank
SC3-240-18-17 of America Corporation
Columbia, South Carolina 29202
Kenneth D. Lewis Bank of America Corporate Center President and Chief Operating
100 North Tryon Street Officer, Bank of America Corporation
Charlotte, North Carolina 28255
Walter E. Massey Office of the President President, Morehouse College
830 Westview Drive
Atlanta, Georgia 30314
Hugh L. McColl, Jr. Bank of America Corporate Center Chairman and Chief Executive
100 North Tryon Street Officer, Bank of America Corporation
Charlotte, North Carolina 28255
</TABLE>
<PAGE>
- ---------------------------------- -------------------------------------
CUSIP No. 303094106 Page 6 of 7 Pages
--------- --- ---
- ---------------------------------- ------------------------------------
<TABLE>
<CAPTION>
Name Business Address Principal Occupation
- ---- ---------------- --------------------
<S> <C> <C>
Richard M. Rosenberg 555 California Street, 11th Floor Retired Chairman and Chief Executive
San Francisco, California 94194 Officer, BankAmerica Corporation and
Bank of America NT & SA
O. Temple Sloan, Jr. Post Office Box 26006 Chairman and Chief Executive
Raleigh, North Carolina 27611 Officer, General Parts Inc.
Meredith R. Spangler 668 Hempstead Place Trustee and Board Member
Charlotte, North Carolina 28207-2320
Ronald Townsend Gannett Television Communications Consultant
c/o WTLV-TV12
1070 East Adams Street
Jacksonville, Florida 32202
Solomon D. Trujillo 1801 California Street, 52nd Floor Chairman, President and Chief Executive
Denver, Colorado 80202 Officer, U S West
Jackie M. Ward 5775 Peachtree-Dunwoody Road President and Chief Executive
Building G, Fourth Floor Officer, Computer Generation
Atlanta, Georgia 30342 Incorporated
Virgil R. Williams 2076 West Park Place Chairman and Chief Executive
Stone Mountain, Georgia 30087 Officer, Williams Group
International, Inc.
Shirley Young 300 Renaissance Center Vice President, General Motors
Detroit, Michigan 48265 Corporation
</TABLE>
EXECUTIVE OFFICERS:
<TABLE>
<CAPTION>
Name Business Address Principal Occupation
- ---- ---------------- --------------------
<S> <C> <C>
Hugh L. McColl, Jr. Bank of America Corporate Center Chairman and Chief Executive
100 North Tryon Street Officer, Bank of America Corporation
Charlotte, North Carolina 28255
James H. Hance, Jr. Bank of America Corporate Center Vice Chairman and Chief Financial
100 North Tryon Street Officer, Bank of America Corporation
Charlotte, North Carolina 28255
Kenneth D. Lewis Bank of America Corporate Center President and Chief Operating
100 North Tryon Street Officer, Bank of America Corporation
Charlotte, North Carolina 28255
</TABLE>
<PAGE>
\
- ---------------------------------- -------------------------------------
CUSIP No. 303094106 Page 7 of 7 Pages
--------- --- ---
- ---------------------------------- ------------------------------------
<TABLE>
<CAPTION>
Name Business Address Principal Occupation
- ---- ---------------- --------------------
<S> <C> <C>
Michael J. Murray 555 California Street, 40th Floor President, Global Corporate and
San Francisco, California 94104 Investment Banking, Bank of
America Corporation
F. William Vandiver, Jr. Bank of America Corporate Center Corporate Risk Management Executive,
100 North Tryon Street Bank of America Corporation
Charlotte, North Carolina 28255
</TABLE>
<PAGE>
EXHIBIT 5
CONTRIBUTION AGREEMENT
THIS CONTRIBUTION AGREEMENT (this "Agreement") is made as of October
---------
__, 1999, among Continental Illinois Venture Corporation, a Delaware corporation
("Contributor"), CIVC Fund, L.P., a Delaware limited partnership
-----------
("Contributee"), CIVC SBIC Fund, LLC, a Delaware limited liability company
-----------
("SBIC Contributee"), CIVC Partners, LLC, a Delaware limited liability company
- ------------------
("General Partner"), and BankAmerica Investment Corporation, a Delaware
---------------
corporation ("BAIC"). Contributor, Contributee, SBIC Contributee, General
----
Partner and BAIC are referred to herein collectively as the "Parties" and each
-------
individually as a "Party." Except as otherwise indicated herein, capitalized
-----
terms used herein shall have the meanings given to such terms in the Partnership
Agreement (as defined in Section 1B below)
----------
On the terms and subject to the conditions set forth in this
Agreement, Contributor desires to contribute to Contributee the portfolio
company securities described on Exhibit A hereto, and, in exchange therefor,
---------
Contributee desires to issue to Contributor a 15.99% interest in the Contributee
as a limited partner. Immediately following such contribution, Contributee shall
contribute such portfolio company securities to SBIC Contributee, its wholly-
owned subsidiary.
The parties hereto agree as follows:
Section 1. Contribution of Assets in Exchange for LP Interest.
--------------------------------------------------
lA. Contribution of Contributed Securities. On the terms and
--------------------------------------
subject to the conditions contained in this Agreement, Contributor hereby
contributes, conveys, assigns, transfers and delivers to Contributee, all of its
rights, titles and interests of every kind and nature in the portfolio company
securities described on Exhibit A hereto (the "Contributed Securities"), which
--------- ----------------------
contribution shall, in the case of any portfolio company designated with an
asterisk on Exhibit A hereto, be effective upon receipt of the required consent
---------
with respect thereto.
1B. Authorization of LP Interest. The Contributee shall authorize
----------------------------
the issuance to Contributor of a 15.99% interest in the Contributee as a limited
partner (the "LP Interest"), having the rights and preferences set forth in the
-----------
Agreement of Limited Partnership of the Contributee (the "Partnership
-----------
Agreement") in the form set forth in Exhibit B attached hereto.
---------
1C. Closing. The closing of the contribution of Contributed
-------
Securities to Contributee in exchange for the LP Interest (the "Closing") shall
-------
take place at the offices of Kirkland & Ellis, 200 E. Randolph Drive, Chicago,
Illinois at 10:00 a.m. on the date hereof. At the Closing, subject to the
conditions contained in this Agreement, Contributor shall contribute to
Contributee the Contributed Securities in accordance with Section 1A, and in
----------
exchange therefor, Contributee shall issue to Contributor the LP Interest.
1D. Admission of Contributor. General Partner and BAIC, constituting
------------------------
all Partners of the Fund, hereby consent to the admission of Contributor as a
Limited Partner of the
<PAGE>
Fund with respect to the LP Interest for all purposes under the Partnership
Agreement and applicable law.
Section 2. Contribution of Assets to SBIC Contributee.
------------------------------------------
2A. Contribution of Contributed Securities. On the terms and
--------------------------------------
subject to the conditions contained in this Agreement, immediately following
consummation of the transactions contemplated by Section 1 above, Contributee
---------
shall contribute, convey, assign, transfer and deliver to SBIC Contributee, its
wholly-owned subsidiary, all of its rights, titles and interests of every kind
and nature in the Contributed Securities, which contribution shall, in the case
of any portfolio company designated with an asterisk on Exhibit A hereto, be
---------
effective upon receipt of the required consent with respect thereto.
2B. Second Closing. The closing of the contribution of Contributed
--------------
Securities from Contributee to SBIC Contributee (the "Second Closing") shall
--------------
take place at the offices of Kirkland & Ellis, 200 E. Randolph Drive, Chicago,
Illinois at immediately following consummation of the transactions contemplated
by Section 1 above on the date hereof. At the Second Closing, subject to the
---------
conditions contained in this Agreement, Contributee shall contribute to SBIC
Contributee, its wholly-owned subsidiary the Contributed Securities in
accordance with Section 2A.
----------
Section 3. Representations and Warranties. Each Party hereby makes
------------------------------
the following representations and warranties (in each case, only as to itself)
to each other Party hereto:
(i) Organization. Such Party is a corporation, limited
------------
partnership or limited liability company, as the case may be, duly organized and
validly existing under the laws of the State of Delaware.
(ii) Authorization; Enforceability. Such Party has full
-----------------------------
power and authority to enter into this Agreement and to consummate the
transactions contemplated hereby. This Agreement constitutes the valid and
legally binding obligation of such Party, enforceable against it in accordance
with its terms and conditions.
(iii) Title to Securities. In the case of Contributor only,
-------------------
Contributor has valid title to the Contributed Securities described on Exhibit A
---------
to be contributed to the Contributee pursuant to this Agreement, and none of the
Contributed Securities are subject to any lien, security interest, encumbrance.
(iv) No Conflicts. The execution and delivery of this
------------
Agreement, the consummation of the transactions contemplated hereby and the
performance of such Party's obligations hereunder will not conflict with or
result in a violation of or default under any provision of any Portfolio Company
Document (as defined in Section 5 below) or any other agreement, document, or
---------
instrument to which such Party is a party or any judgment, decree, order,
statute, rule or regulation to which such Party is subject.
<PAGE>
Section 4. Additional Agreements; Covenants After Closing.
-----------------------------------------------
4A. Mutual Assistance and Records. Each Party agrees that it will
-----------------------------
cooperate in the expeditious filing of all notices, reports and other filings
with any governmental authority required to be submitted jointly by it and any
other Party hereto in connection with the execution and delivery of this
Agreement and the consummation of the transactions contemplated hereby.
Subsequent to the Closing, each Party, at its own cost, will assist each other
Party (including by the retention of records and the provision of access to
relevant records) in the preparation of their respective tax returns and the
filing and execution of tax elections, if required, as well as in the defense of
any audits or litigation that may ensue as a result of the filing thereof, to
the extent that such assistance is reasonably requested. Each Party shall be
afforded access to and the right to copy such records in the hands of any other
Party during normal business hours, at the expense of the person requesting
access.
4B. Further Transfers. Contributor will execute and deliver such
-----------------
further instruments of conveyance and transfer and take such additional action
as Contributee or SBIC Contributee may reasonably request to effect, consummate,
confirm or evidence the transfer to Contributee and the subsequent transfer to
SBIC Contributee of the Contributed Securities. Contributor will execute such
documents as may be necessary to assist Contributee or SBIC Contributee in
preserving or perfecting its rights in the Contributed Securities.
Section 5. Portfolio Company Documents. By accepting the Contributed
---------------------------
Securities contributed to it pursuant to this Agreement, SBIC Contributee agrees
to be bound by all of the obligations of, and entitled to all of the benefits
under, each of the documents listed on Exhibit C hereto (each, a "Portfolio
--------- ---------
Company Document"), in each case, (i) in such capacity as Contributor was bound
- ----------------
immediately prior to its contribution of the Contributed Securities contributed
under this Agreement (which capacity is, in each case, listed opposite the name
of the corresponding Portfolio Company Document on Exhibit C hereto) and (ii) as
---------
of the date on which such Portfolio Company Document was originally executed by
the Contributor; provided, however, that, in the case of any Portfolio Company
--------
Documents pertaining to a portfolio company designated with an asterisk on
Exhibit A hereto, the SBIC Contributee shall not be bound until such time as the
- ---------
required consents have been obtained. In connection with the foregoing, SBIC
Contributee hereby agrees to execute a counterpart signature page to each
Portfolio Company Document simultaneously with the execution hereof in a form
reasonably satisfactory to the Contributor.
Section 6. Miscellaneous.
-------------
6A. Remedies. Each Party hereto shall have all rights and remedies
--------
set forth in this Agreement and the Partnership Agreement and all rights and
remedies which such Party has been granted at any time under any other agreement
or contract and all of the rights which such Party has under any law. Any Party
shall be entitled to enforce its rights under this Agreement specifically
(without posting a bond or other security), to recover damages by reason of any
breach of any provision of this Agreement and to exercise all other rights
granted by law.
<PAGE>
6B. Consent to Amendment. Except as otherwise expressly provided
--------------------
herein, the provisions of this Agreement may be amended only with the prior
written consent of each Party. No other course of dealing between any of the
Parties hereto or any delay in exercising any rights hereunder or under the
Partnership Agreement shall operate as a waiver of any rights of any party
hereto.
6C. Successors and Assigns. Except as otherwise expressly provided
----------------------
herein, all covenants and agreements contained in this Agreement by or on behalf
of any of the Parties hereto shall bind and inure to the benefit of the
respective successors and assigns of the Parties hereto whether so expressed or
not. In addition, and whether or not any express assignment has been made, the
provisions of this Agreement which are for Contributee's or SBIC Contributee's
benefit as a purchaser or holder of the LP Interest are also for the benefit of,
and enforceable by, any subsequent holder of such the LP Interest.
6D. Severability. Whenever possible, each provision of this
------------
Agreement shall be interpreted in such manner as to be effective and valid under
applicable law, but if any provision of this Agreement is held to be prohibited
by or invalid under applicable law, such provision shall be ineffective only to
the extent of such prohibition or invalidity, without invalidating the remainder
of this Agreement.
6E. Counterparts. This Agreement may be executed simultaneously in
------------
two or more counterparts, any one of which need not contain the signatures of
more than one party, but all such counterparts taken together shall constitute
one and the same Agreement.
6F. Descriptive Heading; Interpretation. The descriptive headings
-----------------------------------
of this Agreement are inserted for convenience only and do not constitute a
substantive part of this Agreement. The use of the word "including" in this
Agreement shall be by way of example rather than by limitation.
6G. Governing Law. Except for matters governed by federal law, all
-------------
other issues and questions concerning the construction, validity, enforcement
and interpretation of this Agreement and the exhibits hereto shall be governed
by, and construed in accordance with, the laws of the State of Illinois, without
giving effect to any choice of law or conflict of law rules or provisions
(whether of the State of Illinois or any other jurisdiction) that would cause
the application of the laws of any jurisdiction other than the State of
Illinois.
6H. Notices. Except as expressly set forth to the contrary in this
-------
Agreement, all notices, requests or consents provided for or permitted to be
given under this Agreement must be in writing and shall be deemed delivered:
(i) upon delivery if delivered in person; (ii) three (3) business days after
deposit in the United States mail, addressed to the recipient, postage paid, and
registered or certified with return receipt requested; (iii) upon transmission
if sent via telecopier, with a confirmation copy sent via overnight mail
(provided that confirmation of such overnight delivery is received); or (iv) one
(1) business day after deposit with a reputable overnight courier (provided that
confirmation of such overnight delivery is received). Such notices, demands and
other communications shall be sent to each party at the address or telecopy
number indicated below:
<PAGE>
If to Contributor or General Partner:
------------------------------------
c/o Continental Illinois Venture Corporation
231 South LaSalle Street
Chicago, Illinois 60697
Attention: Christopher J. Perry
If to Contributee or SBIC Contributee:
-------------------------------------
c/o CIVC Fund, L.P.
231 South LaSalle Street
Chicago, IL 60697
Attention: Christopher J. Perry
If to BAIC :
----------
BankAmerica Investment Corporation
231 South LaSalle Street
Chicago, IL 60697
Attention: Terry E. Perucca
Michael J. Hornig
or to such other address or telecopy number or to the attention of such other
person as the recipient party has specified by prior written notice to the
sending party.
* * * * * *
IN WITNESS WHEREOF, the parties hereto have executed this Agreement
on the date first written above.
CONTINENTAL ILLINOIS
VENTURE CORPORATION
By: /s/ Marcus D. Wedner
-------------------------------
Its: Managing Director
-------------------------------
CIVC FUND, L.P.
By: CIVC Partners, LLC
Its: General Partner
<PAGE>
By: /s/ Marcus D. Wedner
-------------------------------
Its: Manager
-------------------------------
CIVC SBIC FUND, LLC
By: CIVC Fund, L.P.
Its: Managing Member
By: CIVC Partners, LLC
Its: General Partner
By: /s/ Marcus D. Wedner
-------------------------------
Its: Manager
-------------------------------
CIVC PARTNERS, LLC
By: /s/ Marcus D. Wedner
-------------------------------
Its: Manager
-------------------------------
BANKAMERICA INVESTMENT CORPORATION
By: /s/ Michael J. Hornig
-------------------------------
Its: Vice President
-------------------------------
EXHIBIT A
---------
<TABLE>
<CAPTION>
Date of CIVC
Portfolio Company Investment Securities Held Book Value Fair Value
<S> <C> <C> <C> <C>
NSP Holdings 10/2/98 891,945.6 Class A $ 5,250,000.00 $ 5,250,000.00
L.L.C.* membership units
891,945.6 Preferred $ 9,750,000.00 $ 9,750,000.00
membership units
</TABLE>
<PAGE>
<TABLE>
<S> <C> <C> <C> <C>
K&K Screw 1/13/99 3,757,022 voting $ 3,757,022.00 $ 3,757,022.00
Products, LLC membership units
10,645,461 $10,645,461.00 $10,645,461.00
non-voting
membership units
General Roofing 1/4/99 12% Senior $17,240,000.00 $17,240,000.00
Services, Inc. Subordinated Note
(due 1/4/06)
$17,240,000.00 $17,240,000.00
1,915,555.54 shares
of Class A
convertible
preferred stock
Factual Data 03/30/99 1,096,755 shares of $ 8,870,001.53 $ 8,870,001.53
Corporation common stock
Grapevine 9/30/99 11.7% membership $ 7,600,000.00 $ 7,600,000.00
Television, LLC interest
TOTAL: $80,352,484.53 $80,352,484.53
</TABLE>
EXHIBIT B
---------
See attached Partnership Agreement
EXHIBIT C
---------
NSP Holdings L.L.C.
- -------------------
. Limited Liability Company Agreement of NSP Holdings L.L.C., entered
into and adopted on October 2, 1998.
. Registration Rights Agreement, made as of October 2, 1998, by and
among NSP Holdings L.L.C. and the Persons listed on the signature
pages thereto.
. Escrow Agreement, made as of October 2, 1998, by and among NSP
Holdings L.L.C. and the other parties named therein.
<PAGE>
K&K Screw Products, LLC
- -----------------------
. Operating Agreement of K&K Screw Products Acquisition, L.L.C., made
effective as of January 13, 1999.
General Roofing Services, Inc.
- ------------------------------
. Purchase Agreement, made as of January 4, 1999, between General Roofing
Services, Inc. and the Persons listed on the Schedule of Purchasers
attached thereto.
. Stockholders Agreement, made as of January 4, 1999, between General
Roofing Services, Inc., each investor listed on the Schedule of
Investors attached thereto, and each founding stockholder listed on the
Schedule of Founders attached thereto.
. Registration Agreement, made as of January 4, 1999, between General
Roofing Services, Inc., and the persons listed on the Schedule of
Investors attached thereto.
Factual Data Corporation
- ------------------------
. Investors Agreement of Factual Data Corporation, dated March 25, 1999.
. Registration Rights Agreement of Factual Data, dated March 25, 1999.
Grapevine Television, LLC
- -------------------------
. Amended and Restated Limited Liability Company Agreement, dated as of
September 30, 1999.
. Asset Management Advisory Agreement, dated and effective as of
September 30, 1999, by and among Grapevine Television, LLC, BCI
Partners, Inc., Continental Illinois Venture Corporation, CIVC Partners
III and First Union Capital BCI Partners, Inc.
Other
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. 1999 Nominee and Joint Sharing Investment Agreement, dated as of
January 13, 1999, by Continental Illinois Venture Corporation, Tangram
Partners, Incorporated, Andrew Bahnfleth and David Dolan.
<PAGE>
EXHIBIT 6
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PROXY
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The undersigned shareholder of Factual Data Corporation (the
"Company"), does hereby irrevocably appoint CONTINENTAL ILLINOIS VENTURE
CORPORATION, a Delaware corporation ("CIVC"), as his true and lawful
attorney-in-fact and proxy, with full power of substitution, to vote in such
manner as CIVC or its substitute shall, in its sole discretion, deem proper, and
otherwise act with respect to all of the common stock which he is entitled to
vote at any meeting of the stockholders (whether annual or special and whether
or not an adjourned meeting) of the Company.
The proxy granted hereby applies with respect to the Three Thousand
Ninety One (3,091) shares of common stock owned by the undersigned in the
Company, is irrevocable, is coupled with an interest and is sufficient in law to
support an irrevocable proxy. The proxy granted hereby shall remain in effect
until the date on which the undersigned no longer owns any common stock in the
Company and is subject to restrictions on any future transfer of common stock in
the Company contained in the Investor Rights Agreement, dated as of March 25,
1999, by and among the Company, Haley LLC, a Delaware limited liability company,
and certain other shareholders of the Company.
IN WITNESS HEREOF, the undersigned has executed this Proxy as of this
14th day of June, 1999.
/s/ Leonard G. Friedel
________________________________
Leonard Friedel
STATE OF Illinois
______________________________)
) SS
COUNTY OF Dupage
______________________________)
The foregoing Proxy was acknowledged before me this 14th day of June, 1999
by Leonard Friedel.
Witness my hand and official seal.
My Commission expires: January 29, 2003
____________________________________
/s/ J. Snavely
[SEAL] _____________________________________________
Notary Public
