UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES
FORM 3
OMB APROVAL
OMB NUMBER: 3235-0104
Expires: December 31, 2001
Estimated average burden
hours per response........0.5
Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934,
Section 17(a) of the Public Utility Holding Company Act of 1935
or Section 30(f) of the Investment Company Act of 1940
(Print or Type Responses)
1. Name and Address of Reporting Person*
DLJ Merchant Banking Partners, L.P.
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(Last) (First) (Middle)
277 Park Avenue
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(Street)
New York NY 10172
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(City) (State) (Zip)
2. Date of Event Requiring Statement (Month/Day/Year)
06/22/2000
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3. IRS or Social Security Number of Reporting Person (Voluntary)
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4. Issuer Name and Ticker or Trading Symbol
MANUFACTURERS SERVICES LTD
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5. Relationship of Reporting Person(s) to Issuer (Check all applicable)
Director X 10% Owner
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Officer (give title below) Other (specify below)
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Signatory to shareholders agreement
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6. If Amendment, Date of Original (Month/Day/Year)
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7. Individual or Joint/Group Filing (Check Applicable Line)
Form filed by One Reporting Person
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X Form filed by More than One Reporting Person
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<PAGE>
Table I -- Non-Derivative Securities Beneficially Owned
<TABLE>
<CAPTION>
1. Title of Security 2. Amount of Securities 3. Ownership 4. Nature of Indirect
(Instr. 4) Beneficially Owned Form: Direct Beneficial Ownership
(Instr. 4) (D) or Indirect (Instr. 5)
(I)(Instr. 5)
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<S> <C> <C> <C>
Common Stock 8,332,876 (I) (1)(10)(12)(13)
Common Stock 3,341,993 (I) (2)(10)(12)(13)
Common Stock 3,733,365 (I) (3)(10)(12)(13)
Common Stock 216,459 (I) (4)(10)(12)(13)
Common Stock 2,073,224 (I) (5)(10)(11)(12)(13)
Common Stock 10,417 (I) (6)(10)(11)(12)(13)
Preferred Stock 852,415 (I) (7)(10)(12)(13)
Preferred Stock 378,788 (I) (8)(10)(12)(13)
Preferred Stock 145,266 (I) (9)(10)(12)(13)
Preferred Stock 123,531 (I) (6)(10)(11)(12)(13)
</TABLE>
Reminder: Report on a separate line for each class of securities beneficially
owned directly or indirectly.
* If the form is filed by more than one reporting person, see
Instruction 5(b)(v).
(Over)
SEC 1473 (3-99)
<PAGE>
FORM 3 (continued)
Table II -- Derivative Securities Beneficially Owned (e.g., puts,
calls, warrants, options, convertible securities)
<TABLE>
<CAPTION>
1. Title of Derivative 2. Date Exercisable 3. Title and Amount of 4. Conver- 5. Owner- 6. Nature
Security (Instr. 4) and Expiration Securities Underlying sion or ship of In-
Date (Month/Day/Year) Derivative Security Exercise Form of direct
------------------------- (Instr. 4) Price of Deriv- Bene-
Date Expira- ------------------------- Derivative ative ficial
Exer- tion Title Amount Security Security: Owner-
cisable Date or Direct ship
Number (D) or (Instr.
of Indirect 5)
Shares (I)
(Instr.
5)
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<S> <C> <C> <C> <C> <C> <C> <C>
Warrant for the Purchase of Shares
of Common Stock Immed. 6/22/05 Common Stock 94,929 $4.80 (I) (7)(10)(12)
(13)
Warrant for the Purchase of Shares
of Common Stock Immed. 6/22/05 Common Stock 42,184 $4.80 (I) (8)(10)(12)
(13)
Warrant for the Purchase of Shares
of Common Stock Immed. 6/22/05 Common Stock 15,584 $4.80 (I) (9)(10)(12)
(13)
Warrant for the Purchase of Shares
of Common Stock Immed. 6/22/05 Common Stock 14,351 $4.80 (I) (6)(10)(11)
(12)(13)
</TABLE>
Explanation of Responses:
See Attachment A for footnotes.
DLJ Merchant Banking
Partners, L.P.
/s/ Ivy Dodes June 22, 2000
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**Signature of Reporting Person Date
**Intentional misstatements or omissions of facts constitute Federal Criminal
Violations. See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
Note: File three copies of this Form, one of which must be manually signed.
If space is insufficient, See Instruction 6 for procedure.
Potential persons who are to respond to the collection of information contained
in this form are not required to respond unless the form displays a currently
valid OMB Number.
Page 2
SEC 1473 (3-99)
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ATTACHMENT A
REPORTING PERSONS AND SIGNATURES
COMPANY ADDRESS
AXA ASSURANCES I.A.R.D. MUTUELLE 370, rue Saint Honore
75001 Paris, France
AXA ASSURANCES VIE MUTUELLE Same as above
AXA COURTAGE ASSURANCE MUTUELLE 26, rue Louis-le-Grand
75002 Paris, France
AXA CONSEIL VIE ASSURANCE MUTUELLE 370, rue Saint Honore
75001 Paris, France
FINAXA 23, avenue Matignon
75008 Paris, France
<PAGE>
COMPANY ADDRESS
are Reporting Persons through their interest
in the following entity:
AXA 25, avenue Matignon
75008 Paris, France
is a Reporting Person through its
interest in AXA Financial, Inc.
THE AXA VOTING TRUSTEES:
Claude Bebear
Henri de Clermont-Tonnerre 25, avenue Matignon
Patrice Garnier 75008 Paris, France
(collectively, the "AXA Voting Trustees")
pursuant to the Voting Trust Agreement
dated as of May 12, 1992 with AXA.
<PAGE>
COMPANY ADDRESS
SIGNED ON BEHALF OF THE ABOVE ENTITIES
(collectively, the "Mutuelles AXA,
Finaxa and AXA")
By /s/ Alvin H. Fenichel
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Name: Alvin H. Fenichel
Title: Attorney-in-Fact
AXA FINANCIAL, INC. 1290 Avenue of the Americas
New York, NY 10104
By /s/ Alvin H. Fenichel
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Name: Alvin H. Fenichel
Title: Senior Vice President and Controller
AXA Financial, Inc. is a Reporting Person through its interest in Donaldson
Lufkin & Jenrette, Inc. ("DLJ")
<PAGE>
COMPANY ADDRESS
DONALDSON, LUFKIN & JENRETTE, INC. 277 Park Avenue
New York, N.Y. 10172
By /s/ Marjorie White
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Name: Marjorie White
Title: Vice President and Secretary
DLJ is a Reporting Person through its interest in DLJ Capital Investors, Inc.
("DLJCI"):
DLJ CAPITAL INVESTORS, INC. 277 Park Avenue
New York, N.Y. 10172
By /s/ Marjorie White
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Name: Marjorie White
Title: Secretary
DLJ Capital Investors, Inc. is a Reporting Person through its interest in each
of DLJ Merchant Banking Funding, Inc. ("Funding") and DLJ Merchant Banking,
Inc. ("MB INC"):
DLJ LBO PLANS MANAGEMENT CORPORATION
By /s/ Marjorie White
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Name: Marjorie White
Title: Vice President and Secretary
DLJ LBO Plans Management Corporation ("DLJ LBO") is a Reporting Person through
its interest in DLJ First ESC, L.P. and DLJ ESC II, L.P.
DLJ MERCHANT BANKING FUNDING, INC. 277 Park Avenue
New York, N.Y. 10172
By /s/ Marjorie White
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Name: Marjorie White
Title: Secretary
DLJ MERCHANT BANKING, INC. 277 Park Avenue
(See Form 3 for signature of this New York, N.Y. 10172
Reporting Person)
<PAGE>
COMPANY ADDRESS
DLJ INVESTMENT PARTNERS II, INC.
By /s/ Marjorie White
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Name: Marjorie White
Title: Secretary
<PAGE>
(1) These securities are beneficially owned directly by DLJ Merchant Banking
Partners, L.P. ("Partners") which is a partnership.
(2) These securities are beneficially owned directly by DLJ Merchant Banking
Funding, Inc. ("Funding") which is a wholly owned subsidiary of DLJ.
(3) These securities are beneficially owned directly by DLJ International
Partners, C.V. ("International Partners") which is a partnership.
(4) These securities are beneficially owned directly by DLJ Offshore Partners,
C.V. ("Offshore Partners") which is a partnership.
(5) These securities are beneficially owned directly by DLJ First ESC, L.P.
("ESC") which is a partnership.
(6) These securities are beneficially owned directly by DLJ ESC II, L.P. ("ESC
II") which is a partnership.
(7) These securities are beneficially owned directly by DLJ Investment
Partners II ("Investment Partners II") which is a partnership.
(8) These securities are beneficially owned directly by DLJ Investment
Partners, L.P. ("Investment Partners") which is a partnership.
(9) These securities are beneficially owned directly by DLJ Investment Funding
II, Inc. ("Investment Funding II").
(10) These securities are beneficially owned indirectly by DLJMB which is the
General Partner of this entity. The Reporting Persons disclaim beneficial
ownership of these securities except with respect to DLJMB's proportionate
or partnership interest in this entity.
(11) These securities are beneficially owned indirectly by DLJ LBO as General
Partner of ESC and ESC II.
(12) These securities are indirectly owned by DLJ through its ownership
interest in this entity.
(13) As of January 31, 2000, AXA beneficially owned approximately 58% of the
common stock of AXF ("AXF Common Stock") and The Mutuelles AXA indirectly
and directly owned approximately 23.3% of the issued ordinary shares
(representing 36.7% of the voting power) of AXA. The Mutuelles AXA, Finaxa
and AXA expressly declare that the filing of this Form shall not be
construed for the purposes of Section 16 of the Securities Exchange Act of
1934, as amended, as an admission of beneficial ownership of securities
reported on this Form.
AXA has deposited its shares of AXF Common Stock into a voting trust.
While AXA remains the beneficial owner of such AXF Common Stock, during
the term of the voting trust, the Trustees (each of whom is a member of
either the Executive Committee or the Supervisory Board of AXA) will
exercise all voting rights with respect to such AXF Common Stock.
Accordingly, the Trustees may be deemed to beneficially own the securities
reported on this Form. The Trustees expressly declare that the filing of
this Form shall not be construed for the purposes of Section 16 of the
Securities Exchange Act of 1934, as amended, as an admission of beneficial
ownership of securities reported on this Form.
Each of the remaining reported persons disclaims beneficial ownership of
securities beneficially owned by any other entity except with respect to
its proportionate interest in or ownership of such entity as indicated in
Item 2 of Table 1 and Item 3 of Table II and the footnotes thereto.
