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*
DLJ MERCHANT BANKING PARTNERS, L.P. (See Attachment A for
additional Reporting Persons).
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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. Issuer Name and Ticker or Trading Symbol
Manufacturers' Services Limited (MSV)
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3. IRS or Social Security
Number of Reporting
Person (Voluntary)
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4. Statement for
Month/Year
06/00
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5. If Amendment
Date of Original
(Month/Year)
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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 06/28/00 S 776,428 D $14.88 7,556,448 I (1)(10)
(12)(13)
Common Stock 06/28/00 S 311,394 D $14.88 3,030,598 I (2)(10)
(12)(13)
Common Stock 06/28/00 S 347,862 D $14.88 3,385,503 I (3)(10)
(12)(13)
Common Stock 06/28/00 S 20,169 D $14.88 196,290 I (4)(10)
(12)(13)
Common Stock 06/28/00 S 193,176 D $14.88 1,880,048 I (5)(10)(11)
(12)(13)
<PAGE>
FORM 4 (continued)
Common Stock 06/28/00 S 971 D $14.88 9,447 I (6)(10)(11)
(12)(13)
Preferred Stock 06/28/00 S 852,415 D $28.81 0 I (7)(10)
(12)(13)
Preferred Stock 06/28/00 S 378,788 D $28.81 0 I (8)(10)
(12)(13)
Preferred Stock 06/28/00 S 145,266 D $28.81 0 I (9)(10)
(12)(13)
Preferred Stock 06/28/00 S 123,531 D $28.81 0 I (6)(10)(11)
(12)(13)
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<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 footnotes. By DLJ Merchant Banking Partners, L.P.
(
By: /s/ Ivy Dodes 7/7/00
------------------------- ----------------
Name: Ivy Dodes Date
**Signature of Reporting Person
**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>
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<PAGE>
ATTACHMENT A
REPORTING PERSONS AND SIGNATURES
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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
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<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 25, avenue Matignon
Henri de Clermont-Tonnerre 75008 Paris, France
Patrice Garnier
(collectively, the "AXA Voting Trustees")
pursuant to the Voting Trust Agreement dated as of
May 12, 1992 with AXA.
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<PAGE>
SIGNED ON BEHALF OF THE ABOVE ENTITIES
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")
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<PAGE>
COMPANY ADDRESS
------- -------
DONALDSON, LUFKIN & JENRETTE, INC. 277 Park Avenue
New York, NY 10172
By: /s/ Marjorie S. White
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Name: Marjorie S. White
Title: Vice President & Secretary
DLJ is a Reporting Person through its interest in DLJ Capital
Investors, Inc. ("DLJCI")
DLJ CAPITAL INVESTORS, INC. 277 Park Avenue
New York, NY 10172
By: /s/ Marjorie S. White
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Name: Marjorie S. 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 S. White
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Name: Marjorie S. White
Title: Vice President & 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, NY 10172
By: /s/ Marjorie S. White
----------------------------------
Name: Marjorie S. White
Title: Secretary
DLJ MERCHANT BANKING, INC. 277 Park Avenue
(See Form 3 for signature of this New York, NY 10172
Reporting Person)
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<PAGE>
DLJ INVESTMENT PARTNERS II, INC.
By: /s/ Marjorie S. White
----------------------------------
Name: Marjorie S. White
Title: Secretary
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<PAGE>
ATTACHMENT A
(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 March 31, 2000, AXA beneficially owned approximately 60.3% 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.
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