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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 13D
UNDER THE SECURITIES EXCHANGE ACT OF 1934
(Amendment No. 1 )*
DAVEL COMMUNICATIONS INC.
(Name of Issuer)
COMMON STOCK
(Title of Class of Securities)
238341 10 1
(CUSIP Number)
JUSTIN S. MACCARONE
PRESIDENT
UBS CAPITAL II LLC
299 PARK AVENUE
NEW YORK, NEW YORK 10171
(212) 821-6390
(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)
COPIES TO:
NANCY E. FUCHS, ESQ.
KAYE, SCHOLER, FIERMAN, HAYS & HANDLER, LLP
425 PARK AVENUE
NEW YORK, NEW YORK 10022
(212) 836-8000
DECEMBER 23, 1998
(Date of Event which Requires
Filing of this Statement)
If the filing person has previously filed a statement on Schedule 13G to report
the acquisition that is the subject of this Schedule 13D, and is filing this
schedule because of Sections 240.13d-1(e), 240.13d-1(f) or 240.13d-1(g),
check the following box [ ].
Note: Schedules filed in paper format shall include a signed original and five
copies of this schedule, including all exhibits. See Section 13d-7(b) for other
parties to whom copies are to be sent.
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*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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SCHEDULE 13D
CUSIP NO. 238341 10 1 PAGE 3 OF 10 PAGES
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NAMES OF REPORTING PERSONS
S.S. OR I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS
1
UBS Capital II LLC 13-3699851
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2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(SEE INSTRUCTIONS) (a) / /
(b) / /
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3 SEC USE ONLY
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SOURCE OF FUNDS (SEE INSTRUCTIONS)
4
OO
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5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEMS 2(d) OR 2(e) / /
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CITIZENSHIP OR PLACE OF ORGANIZATION
6
Delaware
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NUMBER OF 7 SOLE VOTING POWER
SHARES
BENEFICIALLY UBS Capital II LLC owns 892,977 shares of Common Stock.
OWNED BY ----------------------------------------------------------------
EACH 8 SHARED VOTING POWER
REPORTING
PERSON -0-
WITH ----------------------------------------------------------------
9 SOLE DISPOSITIVE POWER
UBS Capital II LLC owns 892,977 shares of Common Stock.
----------------------------------------------------------------
10 SHARED DISPOSITIVE POWER
-0-
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH
REPORTING PERSON
11 UBS Capital II LLC owns 892,977 shares of Common Stock and
beneficially owns options to purchase 16,450 shares of
Common Stock.
- --------------------------------------------------------------------------------
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES (SEE INSTRUCTIONS) / /
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PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
13 UBS Capital II LLC owns 8.5% of Common Stock of Issuer as
of December 24, 1998 and beneficially owns options to
purchase 16,450 shares of Common Stock representing an
aggregate 8.6% of the Common Stock of the Issuer as of
December 24, 1998.
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14 TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
OO
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SCHEDULE 13D
CUSIP NO. 238341 10 1 PAGE 4 OF 10 PAGES
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NAMES OF REPORTING PERSONS
S.S. OR I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS
1
UBS Capital Holdings LLC 13-3952898
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2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(SEE INSTRUCTIONS) (a) / /
(b) / /
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3 SEC USE ONLY
- --------------------------------------------------------------------------------
SOURCE OF FUNDS (SEE INSTRUCTIONS)
4
OO
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5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEMS 2(d) OR 2(e) / /
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CITIZENSHIP OR PLACE OF ORGANIZATION
6
Delaware
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NUMBER OF 7 SOLE VOTING POWER
SHARES -0-
----------------------------------------------------------------
BENEFICIALLY 8 SHARED VOTING POWER
OWNED BY -0-
----------------------------------------------------------------
EACH 9 SOLE DISPOSITIVE POWER
REPORTING -0-
----------------------------------------------------------------
PERSON 10 SHARED DISPOSITIVE POWER
WITH -0-
- --------------------------------------------------------------------------------
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH
REPORTING PERSON
11 UBS Capital II LLC owns 892,977 shares of Common Stock and
beneficially owns options to purchase 16,450 shares of
Common Stock; UBS Capital Holdings LLC, by virtue of the
fact that it owns 100% of UBS Capital II LLC, beneficially
owns all such shares.
- --------------------------------------------------------------------------------
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES (SEE INSTRUCTIONS) / /
- --------------------------------------------------------------------------------
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
13 UBS Capital II LLC owns 8.5% of Common Stock of Issuer as
of December 24, 1998 and beneficially owns options to
purchase 16,450 shares of Common Stock representing an
aggregate 8.6% of the Common Stock of the Issuer as of
December 24, 1998; UBS Capital Holdings LLC beneficially
owns all such stock owned by UBS Capital II LLC.
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14 TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
OO
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SCHEDULE 13D
CUSIP NO. 238341 10 1 PAGE 5 OF 10 PAGES
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NAMES OF REPORTING PERSONS
S.S. OR I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS
1
UBS AG
- --------------------------------------------------------------------------------
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(SEE INSTRUCTIONS) (a) / /
(b) / /
- --------------------------------------------------------------------------------
3 SEC USE ONLY
- --------------------------------------------------------------------------------
SOURCE OF FUNDS (SEE INSTRUCTIONS)
4
OO
- --------------------------------------------------------------------------------
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEMS 2(d) OR 2(e) / /
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CITIZENSHIP OR PLACE OF ORGANIZATION
6
Switzerland
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NUMBER OF 7 SOLE VOTING POWER
SHARES UBS AG hold 881 shares of Common Stock for its customers,
of which it has voting power for 646 shares.
BENEFICIALLY ----------------------------------------------------------------
OWNED BY
EACH
8 SHARED VOTING POWER
REPORTING
-0-
PERSON
WITH ----------------------------------------------------------------
9 SOLE DISPOSITIVE POWER
UBS AG holds 881 shares of Common Stock for its customers,
of which it has dispositive power for 176 shares.
----------------------------------------------------------------
10 SHARED DISPOSITIVE POWER
-0-
- --------------------------------------------------------------------------------
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH
REPORTING PERSON
11 UBS Capital II LLC owns 892,977 shares of Common Stock and
beneficially owns options to purchase 16,450 shares of
Common Stock; UBS Capital Holding LLC, by virtue of the
fact that it owns 100% of UBS Capital II LLC, beneficially
owns all such shares. UBS AG, by virtue of the fact that it
owns 100% of UBS Capital Holding LLC, beneficially owns all
such shares, and in addition UBS AG holds 881 shares of
Common Stock for its customers, of which it has both voting
and dispositive power for 176 shares and only voting power
for 470.
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12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES (SEE INSTRUCTIONS) / /
- --------------------------------------------------------------------------------
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PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
13 UBS Capital II LLC owns 8.5% of Common Stock of Issuer as
of December 24, 1998 and beneficially owns options to
purchase 16,450 shares of Common Stock representing an
aggregate 8.6% of the Common Stock of the Issuer as of
December 24, 1998; UBS Capital Holdings LLC beneficially
owns all such stock owned by UBS Capital II LLC; UBS AG
beneficially owns all such stock owned by UBS Capital
Holdings LLC plus beneficially owns an additional 646
shares of Common Stock of the Issuer representing an
aggregate 8.6% of the Common Stock of the Issuer as of
December 24, 1998.
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14 TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
CO
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This Amendment No. 1 to Statement on Schedule 13D initially
filed on January 4, 1999 with the Securities and Exchange Commission, by UBS
Capital II LLC, a Delaware limited liability company ("UBS") is hereby amended
to correct an inaccuracy in the percentage shares of Common Stock beneficially
owned by UBS, update information regarding shares of Common Stock held by UBS AG
on behalf of its customers which information was not available on January 4,
1999 and reflect current name of the registrant.
All references to Davel Holdings, Inc. are hereby deleted and
replaced with Davel Communications Inc.
ITEM 3. SOURCE AND AMOUNT OF FUNDS
Item 3 is hereby amended by adding thereto the following:
The shares of Common Stock held by UBS AG were acquired in
exchange for shares of Peoples Stock held by UBS AG on behalf of its customers.
ITEM 4. PURPOSE OF TRANSACTION
Item 4 is hereby amended by adding to the first paragraph
thereof the following:
Pursuant to the Merger, the shares of Peoples Stock held by
UBS AG on behalf of its customers were converted into 881 shares of Common
Stock.
ITEM 5. INTEREST IN SECURITIES OF ISSUER
The first two paragraphs in Item 5 are deleted and replaced by
the following two paragraphs:
(a) UBS is the beneficial owner of 892,977 shares of Common
Stock and is also the beneficial owner of options to purchase 16,450 shares of
Common Stock, or an aggregate of approximately 8.6% of the issued and
outstanding shares of Common Stock as of December 24, 1998. By virtue of the
fact that Holdings owns 100% of UBS, Holdings is the beneficial owner of all
such stock. By virtue of the fact that UBS AG owns 100% of Holdings, UBS AG is
the beneficial owner of all such stock. In addition, UBS AG holds 881 shares of
Common Stock on behalf of its customers of which 646 shares are beneficially
owned by UBS AG by virtue of the fact the UBS AG has voting or dispositive power
over such shares.
(b) UBS has the sole power to vote 892,977 shares of Common
Stock. UBS AG has indirect beneficial ownership of 646 shares of Common Stock of
the Company held on behalf of its customers (646 shares of which UBS AG has
direct voting power and 176 of which UBS AG has both voting and dispositive
power).
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Signature
After reasonable inquiry and to the best of our knowledge and
belief, we certify that the information set forth in this Statement is true,
complete and correct.
UBS CAPITAL II LLC
By: /s/ Michael Greene
----------------------
Name: Michael Greene
Title: Partner
By: /s/ Marc Unger
----------------------
Name: Marc Unger
Title: Chief Financial Officer
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Signature
After reasonable inquiry and to the best of our knowledge and
belief, we certify that the information set forth in this Statement is true,
complete and correct.
UBS CAPITAL HOLDINGS LLC
By: /s/ Michael Greene
----------------------
Name: Michael Greene
Title: President
By: /s/ Marc Unger
----------------------
Name: Marc Unger
Title: Chief Financial Officer
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Signature
After reasonable inquiry and to the best of our knowledge and
belief, we certify that the information set forth in this Statement is true,
complete and correct.
UBS AG
By: /s/ Lewis Eber
-----------------------
Name: Lewis Eber
Title: Executive Director
By: /s/ Janet Zimmer
------------------------
Name: Janet Zimmer
Title: Executive Director
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