|
|
|
|
|
|
|
|
|
|
|
|
|
|
Previous: DONALDSON LUFKIN & JENRETTE INC /NY/, 424B2, 1996-11-21 |
Next: FAMILY DOLLAR STORES INC, DEF 14A, 1996-11-21 |
<PAGE> 1
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 13D/A
UNDER THE SECURITIES EXCHANGE ACT OF 1934
(AMENDMENT NO. 2)*
Sunrise Assisted Living, Inc.
-----------------------------
(Name of Issuer)
Common Stock
-----------------------------
(Title of Class of Securities)
86768K 10 6
-----------
(CUSIP Number)
Thomas E. Siegler
Donaldson, Lufkin & Jenrette, Inc.
277 Park Avenue
New York, New York 10172
(212) 892-3000
- ------------------------------------------------------------------------------
(Name, Address and Telephone Number of Person Authorized to Receive Notices and
Communications)
November 13, 1996
------------------------------------------------------
(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: Six copies of this statement, including all exhibits, should be filed
with the Commission. See Rule 13d-1(a) 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> 2
<TABLE>
<S> <C>
SCHEDULE 13D/A
CUSIP NO. 86768K 10 6 PAGE 2 OF 19 PAGES
1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
SPROUT GROWTH II, L.P.
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (A) [ ]
(B) [x]
3 SEC USE ONLY
4 SOURCE OF FUNDS*
OO
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(D) OR 2(E) [ ]
6 CITIZENSHIP OR PLACE OF ORGANIZATION
DELAWARE
7 SOLE VOTING POWER
325,999
NUMBER OF
SHARES 8 SHARED VOTING POWER
BENEFICIALLY
OWNED BY
EACH 9 SOLE DISPOSITIVE POWER
REPORTING 325,999
PERSON
WITH 10 SHARED DISPOSITIVE POWER
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
325,999
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES [ ]
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
1.8% - SEE ITEM 5
14 TYPE OF REPORTING PERSON*
PN
</TABLE>
Page 2 of 19 Pages
<PAGE> 3
<TABLE>
<S> <C>
SCHEDULE 13D/A
CUSIP NO. 86768K 10 6 PAGE 3 OF 19 PAGES
1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
DLJ CAPITAL CORPORATION
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (A) [ ]
(B) [x]
3 SEC USE ONLY
4 SOURCE OF FUNDS*
WC, OO
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(D) OR 2(E) [ ]
6 CITIZENSHIP OR PLACE OF ORGANIZATION
DELAWARE
7 SOLE VOTING POWER
358,333
NUMBER OF
SHARES 8 SHARED VOTING POWER
BENEFICIALLY
OWNED BY
EACH 9 SOLE DISPOSITIVE POWER
REPORTING 358,333
PERSON
WITH 10 SHARED DISPOSITIVE POWER
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
358,333
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES [ ]
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
1.9% - SEE ITEM 5
14 TYPE OF REPORTING PERSON*
CO
</TABLE>
Page 3 of 19 Pages
<PAGE> 4
<TABLE>
<S> <C>
SCHEDULE 13D/A
CUSIP NO. 86768K 10 6 PAGE 4 OF 19 PAGES
1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
DONALDSON, LUFKIN & JENRETTE SECURITIES CORPORATION
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (A) [ ]
(B) [x]
3 SEC USE ONLY
4 SOURCE OF FUNDS*
WC
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(D) OR 2(E) [ ]
6 CITIZENSHIP OR PLACE OF ORGANIZATION
DELAWARE
7 SOLE VOTING POWER
0
NUMBER OF
SHARES 8 SHARED VOTING POWER
BENEFICIALLY
OWNED BY
EACH 9 SOLE DISPOSITIVE POWER
REPORTING 0
PERSON
WITH 10 SHARED DISPOSITIVE POWER
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
0
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES [ ]
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
0.0%
14 TYPE OF REPORTING PERSON*
CO, BD
</TABLE>
Page 4 of 19 Pages
<PAGE> 5
<TABLE>
<S> <C>
SCHEDULE 13D/A
CUSIP NO. 86768K 10 6 PAGE 5 OF 19 PAGES
1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
DONALDSON, LUFKIN & JENRETTE, INC.
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (A) [ ]
(B) [x]
3 SEC USE ONLY
4 SOURCE OF FUNDS*
N/A
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(D) OR 2(E) [ ]
6 CITIZENSHIP OR PLACE OF ORGANIZATION
DELAWARE
7 SOLE VOTING POWER
358,333
NUMBER OF
SHARES 8 SHARED VOTING POWER
BENEFICIALLY
OWNED BY
EACH 9 SOLE DISPOSITIVE POWER
REPORTING 358,333
PERSON
WITH 10 SHARED DISPOSITIVE POWER
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
358,333
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES [ ]
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
1.9% - SEE ITEM 5
14 TYPE OF REPORTING PERSON*
CO, HC
</TABLE>
Page 5 of 19 Pages
<PAGE> 6
<TABLE>
<S> <C>
SCHEDULE 13D/A
CUSIP NO. 86768K 10 6 PAGE 6 OF 19 PAGES
1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
THE EQUITABLE COMPANIES INCORPORATED
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (A) [ ]
(B) [x]
3 SEC USE ONLY
4 SOURCE OF FUNDS*
N/A
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(D) OR 2(E) [ ]
6 CITIZENSHIP OR PLACE OF ORGANIZATION
DELAWARE
7 SOLE VOTING POWER
358,333
NUMBER OF
SHARES 8 SHARED VOTING POWER
BENEFICIALLY
OWNED BY
EACH 9 SOLE DISPOSITIVE POWER
REPORTING 358,333
PERSON
WITH 10 SHARED DISPOSITIVE POWER
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
358,333
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES [ ]
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
1.9% - SEE ITEM 5
14 TYPE OF REPORTING PERSON*
CO, HC
</TABLE>
Page 6 of 19 Pages
<PAGE> 7
<TABLE>
<S> <C>
SCHEDULE 13D/A
CUSIP NO. 86768K 10 6 PAGE 7 OF 19 PAGES
1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
AXA
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (A) [ ]
(B) [ ]
3 SEC USE ONLY
4 SOURCE OF FUNDS*
N/A
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(D) OR 2(E) [ ]
6 CITIZENSHIP OR PLACE OF ORGANIZATION
FRANCE
7 SOLE VOTING POWER
358,333
NUMBER OF
SHARES 8 SHARED VOTING POWER
BENEFICIALLY
OWNED BY
EACH 9 SOLE DISPOSITIVE POWER
REPORTING 358,333
PERSON
WITH 10 SHARED DISPOSITIVE POWER
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
358,333
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES [ ]
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
1.9% - SEE ITEM 5
14 TYPE OF REPORTING PERSON*
OO, HC
</TABLE>
Page 7 of 19 Pages
<PAGE> 8
<TABLE>
<S> <C>
SCHEDULE 13D/A
CUSIP NO. 86768K 10 6 PAGE 8 OF 19 PAGES
1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
FINAXA
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (A) [ ]
(B) [ ]
3 SEC USE ONLY
4 SOURCE OF FUNDS*
N/A
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(D) OR 2(E) [ ]
6 CITIZENSHIP OR PLACE OF ORGANIZATION
FRANCE
7 SOLE VOTING POWER
358,333
NUMBER OF
SHARES 8 SHARED VOTING POWER
BENEFICIALLY
OWNED BY
EACH 9 SOLE DISPOSITIVE POWER
REPORTING 358,333
PERSON
WITH 10 SHARED DISPOSITIVE POWER
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
358,333
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES [ ]
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
1.9% - SEE ITEM 5
14 TYPE OF REPORTING PERSON*
OO, HC
</TABLE>
Page 8 of 19 Pages
<PAGE> 9
<TABLE>
<S> <C>
SCHEDULE 13D/A
CUSIP NO. 86768K 10 6 PAGE 9 OF 19 PAGES
1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
AXA ASSURANCES I.A.R.D. MUTUELLE
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (A) [ ]
(B) [x]
3 SEC USE ONLY
4 SOURCE OF FUNDS*
N/A
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(D) OR 2(E) [ ]
6 CITIZENSHIP OR PLACE OF ORGANIZATION
FRANCE
7 SOLE VOTING POWER
358,333
NUMBER OF
SHARES 8 SHARED VOTING POWER
BENEFICIALLY
OWNED BY
EACH 9 SOLE DISPOSITIVE POWER
REPORTING 358,333
PERSON
WITH 10 SHARED DISPOSITIVE POWER
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
358,333
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES [ ]
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
1.9% - SEE ITEM 5
14 TYPE OF REPORTING PERSON*
IC
</TABLE>
Page 9 of 19 Pages
<PAGE> 10
<TABLE>
<S> <C>
SCHEDULE 13D/A
CUSIP NO. 86768K 10 6 PAGE 10 OF 19 PAGES
1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
AXA ASSURANCES VIE MUTUELLE
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (A) [ ]
(B) [x]
3 SEC USE ONLY
4 SOURCE OF FUNDS*
N/A
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(D) OR 2(E) [ ]
6 CITIZENSHIP OR PLACE OF ORGANIZATION
FRANCE
7 SOLE VOTING POWER
358,333
NUMBER OF
SHARES 8 SHARED VOTING POWER
BENEFICIALLY
OWNED BY
EACH 9 SOLE DISPOSITIVE POWER
REPORTING 358,333
PERSON
WITH 10 SHARED DISPOSITIVE POWER
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
358,333
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES [ ]
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
1.9% - SEE ITEM 5
14 TYPE OF REPORTING PERSON*
IC
</TABLE>
Page 10 of 19 Pages
<PAGE> 11
<TABLE>
<S> <C>
SCHEDULE 13D/A
CUSIP NO. 86768K 10 6 PAGE 11 OF 19 PAGES
1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
UNI EUROPE ASSURANCE MUTUELLE
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (A) [ ]
(B) [x]
3 SEC USE ONLY
4 SOURCE OF FUNDS*
N/A
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(D) OR 2(E) [ ]
6 CITIZENSHIP OR PLACE OF ORGANIZATION
FRANCE
7 SOLE VOTING POWER
358,333
NUMBER OF
SHARES 8 SHARED VOTING POWER
BENEFICIALLY
OWNED BY
EACH 9 SOLE DISPOSITIVE POWER
REPORTING 358,333
PERSON
WITH 10 SHARED DISPOSITIVE POWER
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
358,333
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES [ ]
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
1.9% - SEE ITEM 5
14 TYPE OF REPORTING PERSON*
IC
</TABLE>
Page 11 of 19 Pages
<PAGE> 12
<TABLE>
<S> <C>
SCHEDULE 13D/A
CUSIP NO. 86768K 10 6 PAGE 12 OF 19 PAGES
1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
ALPHA ASSURANCES VIE MUTUELLE
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (A) [ ]
(B) [x]
3 SEC USE ONLY
4 SOURCE OF FUNDS*
N/A
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(D) OR 2(E) [ ]
6 CITIZENSHIP OR PLACE OF ORGANIZATION
FRANCE
7 SOLE VOTING POWER
358,333
NUMBER OF
SHARES 8 SHARED VOTING POWER
BENEFICIALLY
OWNED BY
EACH 9 SOLE DISPOSITIVE POWER
REPORTING 358,333
PERSON
WITH 10 SHARED DISPOSITIVE POWER
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
358,333
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES [ ]
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
1.9% - SEE ITEM 5
14 TYPE OF REPORTING PERSON*
IC
</TABLE>
Page 12 of 19 Pages
<PAGE> 13
<TABLE>
<S> <C>
SCHEDULE 13D/A
CUSIP NO. 86768K 10 6 PAGE 13 OF 19 PAGES
1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
ALPHA ASSURANCES I.A.R.D. MUTUELLE
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (A) [ ]
(B) [x]
3 SEC USE ONLY
4 SOURCE OF FUNDS*
N/A
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(D) OR 2(E) [ ]
6 CITIZENSHIP OR PLACE OF ORGANIZATION
FRANCE
7 SOLE VOTING POWER
358,333
NUMBER OF
SHARES 8 SHARED VOTING POWER
BENEFICIALLY
OWNED BY
EACH 9 SOLE DISPOSITIVE POWER
REPORTING 358,333
PERSON
WITH 10 SHARED DISPOSITIVE POWER
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
358,333
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES [ ]
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
1.9% - SEE ITEM 5
14 TYPE OF REPORTING PERSON*
IC
</TABLE>
Page 13 of 19 Pages
<PAGE> 14
<TABLE>
<S> <C>
SCHEDULE 13D/A
CUSIP NO. 86768K 10 6 PAGE 14 OF 19 PAGES
1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
CLAUDE BEBEAR, AXA VOTING TRUSTEE
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (A) [ ]
(B) [ ]
3 SEC USE ONLY
4 SOURCE OF FUNDS*
N/A
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(D) OR 2(E) [ ]
6 CITIZENSHIP OR PLACE OF ORGANIZATION
FRANCE
7 SOLE VOTING POWER
358,333
NUMBER OF
SHARES 8 SHARED VOTING POWER
BENEFICIALLY
OWNED BY
EACH 9 SOLE DISPOSITIVE POWER
REPORTING 358,333
PERSON
WITH 10 SHARED DISPOSITIVE POWER
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
358,333
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES [ ]
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
1.9% - SEE ITEM 5
14 TYPE OF REPORTING PERSON*
IN
</TABLE>
Page 14 of 19 Pages
<PAGE> 15
<TABLE>
<S> <C>
SCHEDULE 13D/A
CUSIP NO. 86768K 10 6 PAGE 15 OF 19 PAGES
1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
PATRICE GARNIER, AXA VOTING TRUSTEE
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (A) [ ]
(B) [ ]
3 SEC USE ONLY
4 SOURCE OF FUNDS*
N/A
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(D) OR 2(E) [ ]
6 CITIZENSHIP OR PLACE OF ORGANIZATION
FRANCE
7 SOLE VOTING POWER
358,333
NUMBER OF
SHARES 8 SHARED VOTING POWER
BENEFICIALLY
OWNED BY
EACH 9 SOLE DISPOSITIVE POWER
REPORTING 358,333
PERSON
WITH 10 SHARED DISPOSITIVE POWER
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
358,333
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES [ ]
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
1.9% - SEE ITEM 5
14 TYPE OF REPORTING PERSON*
IN
</TABLE>
Page 15 of 19 Pages
<PAGE> 16
<TABLE>
<S> <C>
SCHEDULE 13D/A
CUSIP NO. 86768K 10 6 PAGE 16 OF 19 PAGES
1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
HENRY DE CLERMONT-TONNERRE, AXA VOTING TRUSTEE
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (A) [ ]
(B) [ ]
3 SEC USE ONLY
4 SOURCE OF FUNDS*
N/A
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(D) OR 2(E) [ ]
6 CITIZENSHIP OR PLACE OF ORGANIZATION
FRANCE
7 SOLE VOTING POWER
358,333
NUMBER OF
SHARES 8 SHARED VOTING POWER
BENEFICIALLY
OWNED BY
EACH 9 SOLE DISPOSITIVE POWER
REPORTING 358,333
PERSON
WITH 10 SHARED DISPOSITIVE POWER
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
358,333
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES [ ]
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
1.9% - SEE ITEM 5
14 TYPE OF REPORTING PERSON*
IN
</TABLE>
Page 16 of 19 Pages
<PAGE> 17
ITEM 5. INTEREST IN SECURITIES OF THE ISSUER
On October 30, 1996, Growth II disposed of 341,162 Shares at a price of
$22.80 per share as part of an underwritten public offering of Shares
undertaken by the Company (the "Follow-On Offering"). After giving effect to
such disposition, Growth II may be deemed to be the beneficial owner of the
325,999 Shares (the "Growth II Shares") directly owned by it, or approximately
1.8% of the Shares outstanding. Growth has the sole power to vote and the sole
power to dispose of the Growth II Shares directly owned by it.
On October 30, 1996, DLJCC disposed of 33,838 Shares at a price of $22.80
per share as part of the Follow-On Offering. After giving effect to such
disposition, DLJCC may be deemed to be the beneficial owner 32,334 Shares
directly owned by it, or approximately 0.2% of the Shares outstanding. DLJCC,
as the managing general partner of Growth II, also may be deemed, for the
purposes of Rule 13d-3 under the Act, to beneficially own indirectly the Growth
II Shares, for a total of 358,333 Shares (collectively, the "DLJCC Shares"), or
approximately 1.9% of the Shares outstanding. DLJCC has the sole power to vote
and the sole power to dispose of the Shares directly owned by it.
On November 13, 1996, in the ordinary course of its market making
activities, DLJSC had a net short position in the Shares. As a result, DLJSC
may be deemed to be the beneficial owner of no Shares (the "DLJSC Shares").
As the sole stockholder of DLJCC and DLJSC, DLJ may be deemed, for the
purposes of Rule 13d-3 under the Act, to beneficially own indirectly the DLJCC
Shares and the DLJSC Shares. Because of Equitable's ownership of DLJ,
Equitable may be deemed, for the purposes of Rule 13d-3 under the Act, to
beneficially own indirectly the DLJCC Shares and the DLJSC Shares.
The Reporting Persons, in the aggregate, may be deemed to beneficially own
358,333 Shares or approximately 1.9% of the Shares outstanding. The percentage
of Shares outstanding reported as beneficially owned be each person herein on
the date hereof is based upon 18,463,026 Shares outstanding, which is derived
from information disclosed by the Company in its Prospectus dated October 24,
1996.
DLJSC has been a market-maker in the Shares, and in the ordinary course of
its market-making activities has acquired and disposed of Shares at prices
ranging from $23.00 to $25.125 per Share during the period of November 4, 1996
to November 13, 1996.
Because the Reporting Persons no longer own (either as a group or
individually) more than 5% of the Shares outstanding, they will no longer be
reporting their ownership of Shares on Schedule 13D, unless and until such time
as they (or any one of them) in the future may become the owners of more than
5% of the Shares outstanding.
ITEM 7. MATERIAL TO BE FILED AS EXHIBITS
*1. Agreement among the Reporting Persons to file a joint
statement on Schedule 13D.
*2. Underwriting Agreement, dated May 30, 1996, among the Company,
the IPO Selling Stockholders and the IPO Underwriters,
relating to the Company's initial public offering of Shares.
*3. Lock-Up Agreement, dated May 3, 1996, between the IPO
Underwriters and Growth II.
*4. Lock-Up Agreement, dated May 3, 1996, between the IPO
Underwriters and DLJCC.
*5. Registration Agreement, dated January 4, 1995, among the
Company, the Investors and the Founders.
Page 17 of 19 Pages
<PAGE> 18
*6. Underwriting Agreement, dated October 24, 1996, among the
Company, the Follow-On Selling Stockholders, the Additional
Follow-On Selling Stockholders and the Follow-On Underwriters,
relating to the Company's follow-on public offering of Shares.
*7. Lock-Up Agreement, dated October 21, 1996, between the
Follow-On Underwriters and Growth II.
*8. Lock-Up Agreement, dated October 21, 1996, between the
Follow-On Underwriters and DLJCC.
_________________
* Previously filed
Page 18 of 19 Pages
<PAGE> 19
SIGNATURE*
After reasonable inquiry and to the best knowledge and belief of the
undersigned, the information set forth in this statement is true, complete and
correct.
Dated: November 20, 1996
Donaldson, Lufkin & Jenrette, Inc.
By: /s/ Claire M. Power
---------------------------------
Claire M. Power
____________________
* Pursuant to the Joint Filing Agreement with respect to Schedule 13D (filed
as Exhibit 1 to the Schedule 13D) among the Reporting Persons, this amendment
to statement on Schedule 13D is filed on behalf of each of them by Donaldson,
Lufkin & Jenrette, Inc.
Page 19 of 19 Pages
|
|