FORM 4 OMB APPROVAL
OMB Number: 3235-0287
[ ] Check this box if no longer Expires: September 30, 1998
subject to Section 16. Form 4 or Estimated average burden
Form 5 obligations may hours per response...0.5
continue. See Instruction 1(b).
U.S. SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP
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*
Donaldson, Lufkin & Jenrette, Inc. (See Attachment A for
additional Reporting Persons).
- --------------------------------------------------------------
(Last) (First) (Middle)
277 Park Avenue
- --------------------------------------------------------------
(Street)
New York NY 10172
- --------------------------------------------------------------
(City) (State) (Zip)
2. Issuer Name and Ticker or Trading Symbol
DecisionOne Holdings Corp. (DOCI)
- --------------------------------------------------------------
3. IRS or Social Security
Number of Reporting
Person (Voluntary)
- --------------------------------------------------------------
4. Statement for
Month/Year
12/99
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5. If Amendment
Date of Original
(Month/Year)
- --------------------------------------------------------------
6. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
Director X 10% Owner
------ ------
Officer (give Other (specify
------ title below) ------ below)
---------------------------------
7. Individual or Joint/Group Filing (Check Applicable
Line)
Form filed by One Reporting Person
---
X Form filed by More than One Reporting Person
---
<PAGE>
<TABLE>
Table I -- Non-Derivative Securities Acquired, Disposed of
or Beneficially Owned
<CAPTION>
1. Title of Security (Instr. 3) 2. Trans- 3. Trans- 4. Securities Acquired (A) 5. Amount of 6. Owner- 7. Nature
action action or Disposed of (D) Securities ship of
Date Code (Instr. 3, 4 and 5) Beneficially Form: Indirect
(Instr. 8) Owned at Direct Bene-
End of Month (D) or ficial
(Month/ (Inst. 3 Indirect Owner-
Day/ (A or and 4) (I) ship
Year) Code V Amount (D) Price (Instr. 4) (Instr.4)
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C>
Common Stock 12/29/99 J(1) 4,703,762 D (2) 0 N/A (3)
Common Stock 12/29/99 J(1) 187,326 D (2) 0 N/A (4)
Common Stock 12/29/99 J(1) 76,055 D (2) 0 N/A (5)
Common Stock 12/29/99 J(1) 14,834 D (2) 0 N/A (6)
Common Stock 12/29/99 J(1) 21,119 D (2) 0 N/A (7)
<PAGE>
FORM 4 (continued)
Common Stock 12/29/99 J(1) 231,307 D (2) 0 N/A (8)
Common Stock 12/29/99 J(1) 275,003 D (2) 0 N/A (9)
Common Stock 12/29/99 J(1) 102,127 D (2) 0 N/A (10)
Common Stock 12/29/99 J(1) 6,153,970 A (2) 7,025,500 I (11), (17),
(18), (19)
Common Stock 12/29/99 J(1) 457,319 D (2) 0 N/A (12)
Common Stock 12/29/99 J(1) 7,617 D (2) 0 N/A (13)
Common Stock 12/29/99 J(1) 10,568 D (2) 0 N/A (14)
Common Stock 12/29/99 J(1) 88,052 D (2) 0 N/A (15)
Common Stock 12/29/99 J(1) 948,894 D (2) 0 N/A (16)
<PAGE>
FORM 4 (continued) Table II--Derivative Securities Acquired, Disposed of, or
Beneficially Owned
(e.g., puts, calls, warrants, options, convertible securities)
<CAPTION>
1. Title of Deriva- 2. Conver- 3. Trans- 4. Trans- 5. Number of 6. Date 7. Title and 8. Price 9. Number 10. Owner- 11. Nature
tive Security sion or action action Deriva- Exer- Amount of of De- ship of
Security Exer- Date Code tive cisable of Under- Deriv- rivative Form In-
(Instr. 3) cise (Month/ (Instr. Securi- and lying ative Secur- of De- direct
Price Day/ 8) ties Expira- Securi- Secur- ities rivative Benefi-
of Year) Acquired tion ties ity Bene- Secur- cial
Deri- (A) or Date (Instr. (Instr. ficially ity: Owner-
vative Disposed (Month/ 3 and 5) Owned Direct(D) ship
Secur- of (D) Day/ 4) at End or In- (Instr.
ity (Instr. Year) of direct 4)
3, 4 and Month (I)
5) (Instr. (Instr.
4) 4)
Amount
or
Date Expi- Number
Exer- ration of
Code V (A) (D) cisable Date Title Shares
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C>
Explanation of Responses:
See Attachment A for additional Reporting Person. DONALDSON, LUFKIN & JENRETTE, INC.
(See Attachment A for additional Reporting Persons)
(
By: /s/ Marjorie S. White
--------------------------------------------
Name: Marjorie S. White
Title: Secretary January 6, 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 provided 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 Page 2
currently valid OMB Number. SEC 1474 (7-96)
</TABLE>
<PAGE>
ATTACHMENT A
REPORTING PERSONS AND SIGNATURES
--------------------------------
COMPANY ADDRESS
- ------- -------
AXA ASSURANCES I.A.R.D. MUTUELLE 21/25, rue de Chateaudun
75009 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 Tour Franklin
100-101 Terrasse Boieldieu
Cedex 11
92042 Paris La Defense, France
(collectively, the "Mutuelles AXA")
FINAXA 23, avenue Matignon
75008 Paris, France
The Mutuelles AXA and FINAXA are Reporting Persons through their interest in
the following entity:
AXA 9, Place Vendome
75001 Paris, France
AXA is a Reporting Person through its interest in AXA Financial, Inc.
SIGNED ON BEHALF OF THE ABOVE ENTITIES
By: /s/Alvin H. Fenichel
----------------------------------
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
----------------------------------
Name: Alvin H. Fenichel
Title: Senior Vice President and Controller
<PAGE>
(the above Reporting Persons are, collectively, the "AXA Entities")
COMPANY ADDRESS
- ------- -------
DONALDSON, LUFKIN & JENRETTE, INC. ("DLJ") 277 Park Avenue
(See Form 4 for the signature of this New York, NY 10172
Reporting Person)
DLJ is a Reporting Person through its interests in DLJ Capital
Investors, Inc. ("DLJCI"), DLJ Capital Corporation (individually, and
as Managing General Partner of Sprout Growth II, L.P. and Sprout
CEO Fund, L.P.), and UK Investment Plan 1997, Inc. (as General
Partner of UK Investment Plan 1997 Partners).
DLJ CAPITAL INVESTORS, INC. Same as above
By: /s/ Marjorie S. White
----------------------------------
Name: Marjorie S. White
Title: Secretary & Treasurer
DLJCI is a Reporting Person through its interests in DLJ Merchant Banking II,
Inc. ("MB II INC"), DLJ Merchant Banking II, LLC ("MB II LLC"), DLJ Diversified
Partners, Inc. (as General Partner of DLJ Diversified Partners, L.P. and DLJ
Diversified Partners-A, L.P.), DLJ Diversified Associates, LP (as Associate
General Partner of DLJ Diversified Partners, L.P. and DLJ Diversified
Partners-A, L.P.), DLJMB Funding II, Inc., and DLJ LBO Plans Management
Corporation (as General Partner of DLJ First ESC L.P.).
2
<PAGE>
COMPANY ADDRESS
- ------- -------
DLJ MERCHANT BANKING II, INC. 277 Park Avenue
For itself and as Managing Member of: New York, NY 10172
DLJ MERCHANT BANKING II, LLC
And as Managing General Partner of:
DLJ MERCHANT BANKING PARTNERS II, L.P.
DLJ MERCHANT BANKING PARTNERS II-A, L.P.
And as General Partner of:
DLJ MILLENNIUM PARTNERS, L.P.
DLJ MILLENNIUM PARTNERS-A, L.P.
DLJ EAB PARTNERS, L.P.
And as Advisory General Partner of:
DLJ OFFSHORE PARTNERS II, C.V.
By: /s/ Marjorie S. White
----------------------------------
Name: Marjorie S. White
Title: Secretary & Treasurer
MB II INC and MB II LLC are Reporting Persons through their interests in DLJ
Merchant Banking Partners II, L.P.
FOOTNOTES
---------
(1) On December 29, 1999, DLJMB Funding II, Inc. purchased an aggregate of
6,153,970 shares of Issuer's Common Stock ("Shares") (comprising 4,703,762
Shares from DLJ Merchant Banking Partners II, L.P., 187,326 Shares from DLJ
Merchant Banking Partners II-A, L.P., 231,307 Shares from DLJ Offshore Partners
II, C.V., 275,003 Shares from DLJ Diversified Partners, L.P., 102,127 Shares
from DLJ Diversified Partners-A, L.P., 76,055 Shares from DLJ Millennium
Partners, L.P., 14,834 Shares from DLJ Millennium Partners-A, L.P., 88,052
Shares from UK Investment Plan 1997 Partners, L.P., 457,319 Shares from Sprout
Growth II, L.P., 7,617 Shares from The Sprout CEO Fund, L.P., and 10,568 Shares
from DLJ Capital Corporation).
In addition, on December 29, 1999, Michael Isikow purchased an aggregate
of 970,013 Shares (comprising 948,894 Shares from DLJ First ESC L.P. and 21,119
Shares
3
<PAGE>
from DLJ EAB Partners, L.P.) Michael Isikow is a Vice President of DLJ Merchant
Banking Partners II, Inc. Michael Isikow has filed a Form 3 separately.
(2) The total consideration paid by DLJMB Funding II for the Shares it
purchased was $1.00 and was paid in cash as follows: $.75 to DLJ Merchant
Banking Partners II, L.P., $.03 to DLJ Merchant Banking Partners II-A, L.P.,
$.04 to DLJ Offshore Partners II, C.V., $.04 to DLJ Diversified Partners, L.P.,
$.02 to DLJ Diversified Partners-A, L.P., $.01 to DLJ Millennium Partners,
L.P., $.01 to DLJ Millennium Partners-A, L.P., $.01 to UK Investment Plan 1997
Partners, L.P., $.07 to Sprout Growth II, L.P., $.01 to The Sprout CEO Fund,
L.P., and $.01 to DLJ Capital Corp.
The total consideration paid by Michael Isikow for the Shares he purchased
was $1.00 and was paid in cash as follows: $.98 to DLJ First ESC L.P. and $.02
to DLJ EAB Partners, L.P.
(3) These Shares were previously beneficially owned directly by DLJ Merchant
Banking Partners II, L.P. ("DLJMB Partners II"), which is a partnership. They
were sold to DLJMB Funding II, Inc. See footnote (1) above.
(4) These Shares were previously beneficially owned directly by DLJ Merchant
Banking Partners II-A, L.P. (DLJMB Partners II-A"), which is a partnership.
They were sold to DLJMB Funding II, Inc. See footnote (1) above.
(5) These Shares were previously beneficially owned directly by DLJ Millennium
Partners, L.P. ("Millennium"), which is a partnership. They were sold to DLJMB
Funding II, Inc. See footnote (1) above.
(6) These Shares were previously beneficially owned directly by DLJ Millennium
Partners-A, L.P. ("Millennium-A"), which is a partnership. They were sold to
DLJMB Funding II, Inc. See footnote (1) above.
(7) These Shares were previously beneficially owned directly by DLJ EAB
Partners, L.P. ("EAB"), which is a partnership. They were sold to Michael
Isikow. See footnote (1) above.
(8) These Shares were previously beneficially owned directly by DLJ Offshore
Partners II, C.V. ("Offshore Partners II"), which is a partnership. They were
sold to DLJMB Funding II, Inc. See footnote (1) above.
(9) These Shares were previously beneficially owned directly by DLJ Diversified
Partners, L.P. ("Diversified"), which is a partnership. They were sold to DLJMB
Funding II, Inc. See footnote (1) above.
(10) These Shares were previously beneficially owned directly by DLJ
Diversified Partners-A, L.P. ("Diversified-A"), which is a partnership. They
were sold to DLJMB Funding II, Inc. See footnote (1) above.
4
<PAGE>
(11) These Shares are presently beneficially owned directly by DLJMB Funding
II, Inc. ("Funding II"). A total of 6,153,970 Shares were acquired by DLJMB
Funding II, Inc. on December 29, 1999. See footnote (1) above.
(12) These Shares were previously beneficially owned directly by Sprout Growth
II, L.P. ("Growth II"), which is a partnership. They were sold to DLJMB Funding
II, Inc. See footnote (1) above.
(13) These Shares were previously beneficially owned directly by Sprout CEO
Fund, L.P. ("CEO"), which is a partnership. They were sold to DLJMB Funding II,
Inc. See footnote (1) above.
(14) These Shares were previously beneficially owned directly by DLJ Capital
Corporation ("DLJCC"). They were sold to DLJMB Funding II, Inc. See footnote
(1) above.
(15) These Shares were previously beneficially owned directly by UK Investment
Plan 1997 Partners ("1997 Partners"), which is a partnership. They were sold to
DLJMB Funding II, Inc. See footnote (1) above.
(16) These Shares were previously beneficially owned directly by DLJ First ESC
L.P. ("ESC"), which is a partnership. They were sold to Michael Isikow. See
footnote (1) above.
(17) These Shares are presently beneficially owned indirectly by DLJ Capital
Investors, Inc. ("DLJCI") as sole stockholder of Funding II.
(18) These Shares are presently beneficially owned indirectly by DLJ as sole
stockholder of DLJCI.
(19) As of June 30, 1999, AXA Financial, Inc. beneficially owned approximately
70.5% of the common stock of DLJ. As of October 1, 1999, AXA beneficially owned
approximately 58% of the common stock of AXA Financial, Inc. The Mutuelles AXA
directly and indirectly (through FINAXA) own shares of AXA and, acting as a
group, indirectly control 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 1934, as amended, as an admission of
beneficial ownership of securities reported on this Form.
AXA has deposited its shares of AXA Financial, Inc. common stock into a
voting trust. While AXA remains the beneficial owner of such AXA Financial,
Inc. common stock, during the term of the voting trust the Trustees (each of
whom is a member either of the Executive Committee or the Supervisory Board of
AXA) will exercise all voting rights with respect to such AXA Financial, Inc.
common stock. Accordingly, the Trustees may be deemed to beneficially own the
securities reported on this Form. The Trustees
5
<PAGE>
expressly declare that the filing of this Form shall not be construed for the
purposes of Section 16 of the Securities Exchange Act 1934, as amended, as an
admission of beneficial ownership of securities reported on this Form.
Each of the remaining Reporting 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 6 of
Table I and/or Item 10 of Table II and the footnotes thereto.
