UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 13D
UNDER THE SECURITIES EXCHANGE ACT OF 1934
(AMENDMENT NO. 2)*
FIRST BANK SYSTEM, INC.
(Name of Issuer)
Common Stock
(Title of Class of Securities)
319279 10 5
(CUSIP Number)
William S. Rubenstein
Skadden, Arps, Slate, Meagher & Flom
919 Third Avenue, New York, NY 10022
(212) 735-3000
(Name, Address and Telephone Number of Person Authorized to
Receive Notices and Communications)
May 25, 1995
(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 ( ).
Check the following box if a fee is being paid with the
statement.( ) (A fee is not required only if the reporting
person (1) has a previous statement on file reporting beneficial
ownership of more than five percent of the class of securities
described in Item 1; and (2) has filed no amendment subsequent
thereto reporting beneficial ownership of five percent or less of
such class.) (See Rule 13d-7.)
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).
SCHEDULE 13D
CUSIP No. 319279 10 5
1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Corporate Partners, L.P.
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a) ( )
(b) (X)
3 SEC USE ONLY
4 SOURCE OF FUNDS*
00
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED ( )
PURSUANT TO ITEMS 2(C) or 2(E)
6 CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
7 SOLE VOTING POWER
- 0 -
NUMBER OF
SHARES 8 SHARED VOTING POWER
BENEFICIALLY - 0 -
OWNED BY
EACH 9 SOLE DISPOSITIVE POWER
REPORTING - 0 -
PERSON
WITH 10 SHARED DISPOSITIVE POWER
- 0 -
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
7,159,643 (See Item 5)
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN ( )
SHARES*
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
5.3% (See Item 5)
14 TYPE OF REPORTING PERSON*
PN
CUSIP No. 319279 10 5
1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Corporate Offshore Partners, L.P.
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a) ( )
(b) (X)
3 SEC USE ONLY
4 SOURCE OF FUNDS*
00
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED ( )
PURSUANT TO ITEMS 2(C) or 2(E)
6 CITIZENSHIP OR PLACE OF ORGANIZATION
Bermuda
7 SOLE VOTING POWER
- 0 -
NUMBER OF
SHARES 8 SHARED VOTING POWER
BENEFICIALLY - 0 -
OWNED BY
EACH 9 SOLE DISPOSITIVE POWER
REPORTING - 0 -
PERSON
WITH 10 SHARED DISPOSITIVE POWER
- 0 -
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
520,610 (See Item 5)
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN ( )
SHARES*
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
0.4% (See Item 5)
14 TYPE OF REPORTING PERSON*
PN
CUSIP No. 319279 10 5
1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
State Board of Administration of Florida
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a) ( )
(b) (X)
3 SEC USE ONLY
4 SOURCE OF FUNDS*
00
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED ( )
PURSUANT TO ITEMS 2(C) or 2(E)
6 CITIZENSHIP OR PLACE OF ORGANIZATION
Florida
7 SOLE VOTING POWER
- 0 -
NUMBER OF 8 SHARED VOTING POWER
SHARES - 0 -
BENEFICIALLY
OWNED BY 9 SOLE DISPOSITIVE POWER
EACH - 0 -
REPORTING
PERSON
WITH 10 SHARED DISPOSITIVE POWER
- 0 -
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
759,747 (See Item 5)
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN ( )
SHARES*
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
0.6% (See Item 5)
14 TYPE OF REPORTING PERSON*
OO
CUSIP No. 319279 10 5
1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Corporate Advisors, L.P.
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a) ( )
(b) (X)
3 SEC USE ONLY
4 SOURCE OF FUNDS*
Not Applicable
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED ( )
PURSUANT TO ITEMS 2(C) or 2(E)
6 CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
7 SOLE VOTING POWER
8,440,000
NUMBER OF
SHARES 8 SHARED VOTING POWER
BENEFICIALLY - 0 -
OWNED BY
EACH 9 SOLE DISPOSITIVE POWER
REPORTING 8,440,000
PERSON
WITH 10 SHARED DISPOSITIVE POWER
- 0 -
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
8,440,000 (See Item 5)
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN ( )
SHARES*
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
6.2% (See Item 5)
14 TYPE OF REPORTING PERSON*
PN
This Amendment No. 2 restates and amends the
Schedule 13D dated May 30, 1990, as amended by Amendment No.
1, dated July 20, 1990 (as amended, the "Schedule 13D"),
filed on behalf of Corporate Partners, L.P., a Delaware
limited partnership ("Corporate Partners"), Corporate
Offshore Partners, L.P., a Bermuda limited partnership
("Offshore"; Corporate Partners and Offshore being referred
to collectively as the "Partnerships"), the State Board of
Administration of Florida, a body corporate organized under
the constitution of the State of Florida (solely in its
capacity as a managed account pursuant to an Investment
Management Agreement (as defined below)) (the "State Board";
the Partnerships and the State Board being referred to
collectively as the "Purchasers"), and Corporate Advisors,
L.P. ("Corporate Advisors"), a Delaware limited partnership
and general partner of the Partnerships which also serves as
investment manager for the State Board pursuant to the
aforementioned investment management agreement (collectively
the "Reporting Persons").
This Amendment is being filed as a result of certain
events described in Item 5 below. Because this is the first
electronic filing by the Reporting Persons with respect to
First Bank System, Inc., this Schedule 13D has been restated
in its entirety pursuant to Rule 13d-2(c) and Rule 101 of
Regulation S-T.
Item 1. Security and Issuer.
The security to which this joint statement relates
is the common stock, par value $1.25 per share (the "Common
Stock"), of First Bank System, Inc., a Delaware corporation
(the "Company"), whose principal executive offices are
located at First Bank Place, 601 Second Avenue South, Minneapolis,
Minnesota 55402-4302.
Item 2. Identity and Background.
(a) through (c),(f). This joint statement is
filed on behalf of (i) Corporate Partners, (ii) Offshore,
(iii) the State Board and (iv) Corporate Advisors. LFCP
Corp. ("LFCP Corp."), a Delaware corporation and a wholly
owned subsidiary of Lazard Freres & Co. LLC, a limited
liability company under New York State law ("Lazard"), serves
as the general partner of Corporate Advisors. The Agreement
with respect to the Joint Filing of this Schedule 13D has
been previously filed as Exhibit 1 to the Schedule 13D.
The Partnerships were formed for the purpose of
providing a vehicle for institutional and other
sophisticated investors to participate in the acquisition of
substantial equity interests in publicly held companies with
significant potential for long-term growth in value. LFCP
Corp. was formed for the purpose of serving as the general
partner of Corporate Advisors, which in turn was formed for
the purpose of serving as the general partner of the
Partnerships and as investment manager on behalf of the
State Board pursuant to an investment management agreement
between the State Board and Corporate Advisors, dated as of
June 17, 1988 (the "Investment Management Agreement"), with
respect to account assets held in a certain custody account
for the State Board.
The State Board is an agency of the State of
Florida created pursuant to a provision of the Constitution
of the State of Florida to perform certain duties specified
in the Constitution of the State and by statute, including
the responsibility of investing certain funds of the Florida
Retirement System.
Lazard is a private investment banking limited
liability company of international stature, with extensive
experience in principal investments, money management, mergers
and acquisitions and corporate finance.
The address of the principal offices of Corporate
Partners, Corporate Advisors, LFCP Corp. and Lazard is One
Rockefeller Plaza, New York, New York 10020. The address of
the principal offices of Offshore is 30 Cedar Avenue,
Hamilton 5-24, Bermuda. The address of the principal
offices of the State Board is 1801 Hermitage Boulevard,
Tallahassee, Florida 32308.
The name, residence or business address,
citizenship, present principal occupation or employment, and
the name and address of any corporation or other
organization in which such employment is conducted of (i)
each of the executive officers and directors of LFCP Corp.,
(ii) each person ultimately in control of LFCP Corp. and
(iii) each person controlling the State Board are set forth
in Appendix A attached hereto and incorporated herein by
reference.
(d) and (e). During the last five years, neither
any Reporting Person nor, to the best knowledge of each
Reporting Person, any person identified in Appendix A, has
(i) been convicted in a criminal proceeding (excluding
traffic violations or similar misdemeanors) or (ii) except as
set forth in Appendix B attached hereto and incorporated by
reference, been a party to a civil proceeding of a judicial
or administrative body of competent jurisdiction and as a
result of such proceeding was or is subject to a judgment,
decree or final order enjoining future violations of, or
prohibiting or mandating activities subject to, federal or
state securities laws or finding any violation with respect
to such laws.
Item 3. Source and Amount of Funds or Other Consideration.
Pursuant to a stock purchase agreement dated as of
May 30, 1990 among the Purchasers, Corporate Advisors and
the Company (as amended, the "Stock Purchase Agreement"), a
copy of which has been previously filed as Exhibit 2 to the
Schedule 13D and is incorporated herein by reference, as
amended by the First Amendment, dated as of June 30, 1990
(the "First Amendment") and a letter agreement dated July
18, 1990 (the "Second Amendment"), copies of which have been
previously filed as Exhibits 7 and 8, respectively, to the
Schedule 13D and are incorporated herein by reference, on
July 18, 1990 (i) Corporate Partners purchased from the
Company 8,856,241 shares of Common Stock, ten PSPRs (as
defined in Item 4) and one Risk Event Warrant (as defined in
Item 4) for an aggregate purchase price of approximately
$120,509,981; (ii) Offshore purchased from the Company
643,976 shares of Common Stock, ten PSPRs and one Risk Event
Warrant for an aggregate purchase price of approximately
$8,762,808; and (iii) the State Board purchased from the
Company 939,783 shares of Common Stock, ten PSPRs and one
Risk Event Warrant for an aggregate purchase price of
approximately $12,787,957.
The First Amendment amended the Stock Purchase
Agreement to change the number of shares of Common Stock
purchased by each of the Purchasers pursuant thereto. As a
result, the number of such shares purchased by Corporate
Partners was reduced by 18,782 shares from the amount stated
in the Stock Purchase Agreement prior to such amendment,
while the number of shares to be purchased by Offshore and
the State Board was increased by 7,637 shares and 11,145
shares, respectively, from the amount stated in the Stock
Purchase Agreement prior to such amendment. However, the
total number of shares of Common Stock purchased by the
Purchasers from the Company (10,440,000 shares) and the
aggregate purchase price for such shares, the PSPRs and the
Risk Event Warrants ($142,060,746) was not changed by the
First Amendment.
The Second Amendment amended the Stock Purchase
Agreement to make certain technical corrections thereto and
to reflect the parties' understanding with respect to sales
or transfers of Company stock by the Purchasers in the event
that the Company is party to a merger or consolidation
approved by the Company's shareholders which is intended to
be accounted for under the "pooling of interests" method.
Furthermore, pursuant to a stock purchase
agreement dated as of May 30, 1990 between the State Board
(in its individual capacity) and the Company (the "Florida
Stock Purchase Agreement"), on July 18, 1990, the State
Board (in its individual capacity) purchased from the
Company 2,160,000 shares of Common Stock, ten PSPRs and one
Risk Event Warrant for an aggregate purchase price of
$29,391,879.
The shares of Common Stock, the PSPRs and the Risk
Event Warrants purchased pursuant to the Stock Purchase
Agreement are sometimes collectively referred to herein as
the "Securities."
The Partnerships obtained the funds necessary to
pay for the Securities purchased by them from capital
contributions which were made by their respective partners
pursuant to pre-existing capital commitments. The State
Board obtained the funds necessary to pay for the Securities
purchased on its behalf pursuant to the Stock Purchase
Agreement from contributions from the State of Florida for
the Florida Retirement System.
Item 4. Purpose of Transaction.
The Purchasers acquired the Securities for
investment purposes. Except as described in this Statement,
no Reporting Person nor, to the best knowledge of each
Reporting Person, any person identified in Appendix A, has
any present plan or intention to acquire any shares of
Common Stock.
Pursuant to the Stock Purchase Agreement, each of
Corporate Partners, Offshore and the State Board received
ten Periodic Stock Purchase Rights (the "PSPRs"), a copy of
which has been previously filed as Exhibit 9 and is
incorporated herein by reference, and one Risk Event Warrant
(a "Risk Event Warrant"), a copy of which has been
previously filed as Exhibit 10 and also is incorporated
herein by reference.
Each PSPR issued to a Purchaser relates to a
specific twelve-month period within the ten-year period
commencing on July 18, 1990. Each PSPR shall become
exercisable solely in the event that a Dividend Shortfall
(as defined) exists for the specific twelve-month period to
which such PSPR relates. Generally, a Dividend Shortfall
will be deemed to exist to the extent that the Company has
not paid a cash dividend equal to at least $0.205 per share
of Common Stock for each quarter within such twelve-month
period. The PSPRs will be exercisable, at the Company's
election, for either (i) depositary shares (the "Depositary
Shares"), each representing 1/1,000 of a share of the
Company's Adjustable Rate Cumulative Preferred Stock, Series
1990A, which will have a liquidation value of $100,000 and be
deposited with First Bank National Association (the
"Depositary") pursuant to a Deposit Agreement entered into
between the Company and the Depositary or (ii) Common Stock.
Upon exercise of a PSPR, the holder will be entitled to
receive either (i) a number of Depositary Shares having an
aggregate value equal to the sum of the Dividend Shortfall
and the exercise price for such Depositary Shares or (ii) a
number of shares of Common Stock having an aggregate value
equal to the sum of the Dividend Shortfall and the exercise
price for such Common Stock. After a PSPR has become
exercisable, it will remain exercisable for a one-year
period at an exercise price of $1.00 per Depositary Share or
$1.25 per share of Common Stock, as applicable, unless
redeemed by the Company. The Company has the option to
redeem the PSPRs at any time after the PSPRs become
exercisable and prior to the exercise thereof, at a
redemption price equal to the amount of the applicable
Dividend Shortfall.
Each Risk Event Warrant shall become exercisable
solely in the event that certain defined change in control
events occur with respect to the Company and a Value
Shortfall (as defined) exists or in the event that the
average closing price of the Common Stock is less than
$13.875 for the 20 trading days immediately preceding July
18, 2000. The Risk Event Warrants will be exercisable for
shares of Common Stock at an exercise price of $1.25 per
share.
In the event that a Risk Event Warrant is
exercised, the Company may, at its option, elect to have
such Risk Event Warrant become exercisable for other
securities of the Company acceptable to the holder of such
Risk Event Warrant in lieu of the shares of Common Stock for
which such Risk Event Warrant would otherwise be
exercisable. In addition, the Company has the right to
redeem any Risk Event Warrant at a price equal to the Value
Shortfall (as defined) or the Termination Shortfall Amount
(as defined), as applicable, after such Risk Event Warrant
shall have become exercisable and prior to the exercise
thereof.
The Stock Purchase Agreement provides that, so
long as the Purchasers, together with their affiliates,
beneficially own voting securities of the Company
representing 5% or more of the total voting power of the
Company's securities, after July 18, 1990 and until December
31, 2002, the Purchasers may designate a person to act as a
non-voting observer of the Board of Directors of the Company
(the "CP Observer") and may under certain circumstances
designate a person to serve on the Board of Directors of the
Company (the "CP Director"). The Purchasers currently have
a CP Observer. The Purchasers' right to designate the CP
Director is subject to the terms of the order of the Board
of Governors of the Federal Reserve System (the "Federal
Reserve Board") which was issued in connection with the
Notice of Change in Bank Control and written commitments
which were made by the Purchasers to the Federal Reserve
Board in connection therewith. Furthermore, the Purchasers'
right to designate the CP Observer shall lapse at such time
as the CP Director is then serving on the Board of Directors
of the Company, unless such right is not inconsistent with
then applicable law or Federal Reserve Board policy,
provided that such right shall be reinstated if it
subsequently becomes consistent with then applicable law and
Federal Reserve Board policy or, for any reason, no person
is then serving as the CP Director.
Except as set forth in this Item 4, no Reporting
Person nor, to the best knowledge of each Reporting Person,
any person identified in Appendix A, has any plans or
proposals which relate to or which would result in any of
the actions specified in clauses (a) through (j) of Item 4
of Schedule 13D.
Item 5. Interest in Securities of the Issuer.
(a) through (c). As set forth above, pursuant to
the Stock Purchase Agreement, on July 18, 1990 (i) Corporate
Partners acquired 8,856,241 shares of Common Stock, ten
PSPRs and one Risk Event Warrant, (ii) Offshore acquired
643,976 shares of Common Stock, ten PSPRs and one Risk Event
Warrant, and (iii) the State Board acquired 939,783 shares
of Common Stock, ten PSPRs and one Risk Event Warrant. As a
result of sales of Common Stock made on behalf of the Reporting
Persons to the Company in connection with the Company's
previously announced stock repurchase programs, (i)
Corporate Partners currently owns 7,159,643 shares of Common
Stock, (ii) Offshore currently owns 520,610 shares of Common
Stock, and (iii) the State Board currently owns 759,747
shares of Common Stock. Such shares represent approximately
5.2%, 0.4% and 0.6%, respectively, of the outstanding shares
of Common Stock shares based on the 135,567,431 shares of
Common Stock reported to be outstanding by the Company as of
April 30, 1995. On May 25, 1995, sales of, in the aggregate,
1,000,000 shares of Common Stock were made at a price of
$41.50 per share on behalf of the Reporting Persons to the Company
in connection with the Company's previously announced stock
repurchase program. Of such shares, 848,299 were sold on behalf
of Corporate Partners, 61,683 were sold on behalf of Offshore
and 90,018 were sold on behalf of the State Board. Such sales
were the only transactions effected in shares of Common Stock
by the Reporting Persons or any person identified in Appendix A
during the preceding 60 days. By virtue of Corporate Advisors'
relationship with the Partnerships and the State Board (solely
in its capacity as a managed account pursuant to the Investment
Management Agreement), Corporate Advisors would be deemed to
beneficially own these 8,440,000 shares of Common Stock,
representing approximately 6.2% of the outstanding shares of
Common Stock.
Except as discussed below in this paragraph, the
Partnerships have sole voting and dispositive power with
respect to the shares of Common Stock acquired by them
pursuant to the Stock Purchase Agreement. As discussed
below, the State Board does not have any power to vote or to
direct the vote, or to dispose or to direct the disposition
of, the shares of Common Stock acquired on its behalf
pursuant to the Stock Purchase Agreement. Pursuant to the
partnership agreements of the Partnerships, Corporate
Advisors, as general partner of the Partnerships, has the
sole and exclusive right, power and authority to vote and
dispose of all of the shares of Common Stock acquired by
each of the Partnerships pursuant to the Stock Purchase
Agreement, and pursuant to the Investment Management
Agreement, has the sole and exclusive right, power and
authority to vote and dispose of all of the shares of Common
Stock acquired on behalf of the State Board pursuant to the
Stock Purchase Agreement.
Pursuant to the Florida Stock Purchase Agreement,
on July 18, 1990, the State Board (acting in its individual
capacity) acquired 2,160,000 shares of Common Stock. To the
best knowledge of the Reporting Persons, as of the date of
this statement, the State Board owns in its individual capacity
1,200,000 of such 2,160,000 shares of Common Stock acquired in
its individual capacity on July 18, 1990 and an additional
1,091,423 shares of Common Stock, which together represents
approximately 1.7% of the outstanding shares of Common Stock.
This joint statement is being filed on behalf of
the State Board notwithstanding that the State Board
disclaims having beneficial ownership of the shares of
Common Stock which were purchased on its behalf pursuant to
the Stock Purchase Agreement. The State Board entered into
the Stock Purchase Agreement solely in its capacity as a
managed account under the Investment Management Agreement,
and not in its individual capacity. Pursuant to the terms
of the Investment Management Agreement, Corporate Advisors,
acting on behalf of the State Board, has full authority to
cause the purchase of such shares by the State Board and has
sole voting power and sole dispositive power over such
shares. Accordingly, the filing of this Statement should
not be deemed a representation that the State Board
beneficially owns or has an obligation to file in respect of
the shares of Common Stock which were purchased on behalf of
the State Board pursuant to the Stock Purchase Agreement.
In the past, Lazard and its affiliates have
provided investment banking and brokerage services to their
customers in the ordinary course of business which have
included effecting transactions and holding positions in the
Common Stock for the accounts of their customers for whom
they act as agents, and Lazard and its affiliates may
continue these activities in the future for the account of
customers in their ordinary course of business. Beneficial
ownership of these past and potential future holdings of
Common Stock for the account of customers of Lazard and its
affiliates is expressly disclaimed by each of the Reporting
Persons.
Except as set forth above, no Reporting Person
nor, to the best knowledge of each Reporting Person, any
person identified in Appendix A, beneficially owns any
shares of Common Stock.
(d) To the best knowledge of the Reporting
Persons, no person other than the Reporting Persons has the
right to receive or the power to direct the receipt of
dividends from, or the proceeds from the sale of, the
Securities.
(e) Not applicable.
Item 6. Contracts, Arrangements, Understandings or
Relationships with Respect to Securities of the
Issuer.
In connection with the Stock Purchase Agreement
and the Florida Stock Purchase Agreement, the Rights
Agreement dated as of December 21, 1988, between the Company
and First Chicago Trust Company of New York, as Rights Agent
(the "Rights Agreement"), was amended to provide that (i)
none of Corporate Partners, Offshore or Corporate Advisors
nor any of their respective affiliates or associates shall
be deemed to be an "Acquiring Person" for purposes of the
Rights Agreement unless they are in breach of the Standstill
Restriction (as defined below) and (ii) neither the State
Board nor any of its affiliates or associates shall be
deemed an "Acquiring Person" for purposes of the Rights
Agreement unless the State Board is in breach of the
standstill restriction set forth in the Florida Stock
Purchase Agreement.
Pursuant to the Stock Purchase Agreement, until
December 31, 2002, the Partnerships and Corporate Advisors
have agreed not to, and have agreed to use reasonable
efforts to cause their respective affiliates not to, acquire
beneficial ownership of any additional Voting Securities (as
defined in the Stock Purchase Agreement) if the Partnerships
and Corporate Advisors, together with their affiliates,
would thereafter beneficially own more than 20.6% of the
then outstanding Voting Securities (the "Standstill
Restriction"). In determining the number of Voting
Securities beneficially owned by the Partnerships and their
affiliates and the number of Voting Securities then
outstanding for purposes of applying the Standstill
Restriction, Voting Securities (i) which have been issued or
which are issuable upon exercise of the PSPRs or Risk Event
Warrants or (ii) which are owned beneficially or of record
by Lazard in the ordinary course of its brokerage, trading,
financial advisory or money management businesses (other
than with respect to Corporate Advisors) are to be
disregarded.
Notwithstanding the Standstill Restriction, if (i)
any person (other than a person affiliated with the Company,
a Purchaser or the State Board) has acquired beneficial
ownership of Voting Securities, or (ii) a tender or exchange
offer is made by any person (other than a person affiliated
with the Company, a Purchaser or the State Board) to
purchase outstanding Voting Securities which, if successful,
could result in such person owning or controlling Voting
Securities representing more than 50% of the Total Voting
Power (as defined in the Stock Purchase Agreement) and such
offer is not withdrawn or terminated prior to the
Partnerships or their affiliates acquiring beneficial
ownership of additional Voting Securities, then (A) in the
event of (i) above, the Partnerships and their affiliates
may acquire beneficial ownership of additional Voting
Securities provided that after giving effect to such
acquisition the Voting Securities beneficially owned by the
Partnerships together with their affiliates will represent
not more than 110% of the number of Voting Securities then
beneficially owned by any other person, and (B) in the
event, but solely during the continuance, of an offer
described in clause (ii) above, the Partnerships and their
affiliates may acquire beneficial ownership of additional
Voting Securities.
Pursuant to the Stock Purchase Agreement, each
Partnership has agreed not to, and has agreed to cause its
affiliates not to, (i) solicit proxies in opposition to the
recommendation of the majority of the directors of the
Company with respect to any matter (except with respect to
certain matters which might adversely affect the rights of
such Partnership), (ii) form, join or in any way participate
in a group or otherwise act in concert with any other person
for the purpose of acquiring, holding or voting any Voting
Securities, or (iii) deposit Voting Securities in a voting
trust or subject the same to any agreement or arrangement
with respect to the voting thereof. The obligations
described in this paragraph (i) will continue until December
31, 2002 but be suspended during the time that the
Purchasers, together with their affiliates, no longer
beneficially own Voting Securities representing 5% or more
of the Total Voting Power, and (ii) would not apply to
Lazard in the ordinary course of its brokerage, trading,
financial advisory or money management business.
Pursuant to the Stock Purchase Agreement, the
Partnerships have agreed not to, and have agreed to use
reasonable efforts to cause each of their respective
affiliates not to, knowingly sell, transfer or otherwise
dispose of beneficial ownership of (each such occurrence, a
"Disposition") any Voting Securities in any transaction or
series of transactions, to any person if, at the time of
agreement to effect such Disposition, such person then
beneficially owns, or as a result of such Disposition would
beneficially own, Voting Securities representing 5% or more
of the Total Voting Power without the prior approval of the
Board of Directors of the Company except that (i) each of
the Partnerships may transfer to a Permitted Transferee (as
defined in the Stock Purchase Agreement) any or all of the
Voting Securities owned by such Partnership, (ii) each of
the Partnerships (and its Permitted Transferees) may effect
a Disposition of any or all of its Voting Securities by
tendering such securities pursuant to any tender offer or
exchange offer commenced by a third person which could
result in such person (together with its officers, directors
and affiliates) beneficially owning a majority of the then
outstanding Voting Securities or in connection with any
merger or consolidation to which the Company is a party or
pursuant to a plan of liquidation of the Company, (iii) each
of the Partnerships may sell any or all of the Voting
Securities in a widely distributed public offering, and (iv)
each of the Partnerships may effect a Disposition pursuant
to a bona fide pledge of, or the grant of a security
interest in, any or all of its Voting Securities to secure
indebtedness of such Partnership for money borrowed in
connection with such pledge or grant of security interest.
The obligations described in this paragraph (i) will
continue until December 31, 2002 but be suspended during the
time that the Purchasers, together with their affiliates, no
longer beneficially own Voting Securities representing 5% or
more of the Total Voting Power, and (ii) would not apply to
Lazard in the ordinary course of its brokerage, trading,
financial advisory or money management business.
Pursuant to the Stock Purchase Agreement, the
Company has agreed to provide each Purchaser with the right
to purchase up to such Purchaser's pro rata share of any New
Securities (as defined) that the Company may issue and sell
for cash. This right will continue until December 31, 2002
but be suspended during the time that the Purchasers,
together with their affiliates, no longer beneficially own
Voting Securities representing 5% or more of the Total
Voting Power.
Simultaneously with the closing of the
transactions contemplated by the Stock Purchase Agreement,
the Company entered into a registration rights agreement
with the Purchasers (the "Registration Rights Agreement") a
copy of the form of which has been previously filed as
Exhibit 5 and is incorporated herein by reference, pursuant
to which the Purchasers were granted certain rights to cause
the Company to register with the Securities and Exchange
Commission the Common Stock acquired pursuant to the Stock
Purchase Agreement and securities of the Company which may
be acquired upon exercise of the PSPRs or the Risk Event
Warrants.
Except as described elsewhere in this Statement
and as set forth in the documents incorporated herein by
reference, to the best knowledge of the Reporting Persons,
there exist no contracts, arrangements, understandings or
relationships (legal or otherwise) among the persons named
in Item 2 and between such persons and any other person with
respect to any securities of the Company, including but not
limited to transfer or voting of any such securities,
finder's fees, joint ventures, loan or option arrangements,
puts or calls, guarantees of profits, divisions of profits
or loss, or the giving or withholding of proxies.
* * *
The summary of certain provisions of the Stock
Purchase Agreement, the PSPRs, the Risk Event Warrants and
the Registration Rights Agreement included in this Statement
is not intended to be complete and is qualified in its
entirety by the references to the detailed provisions of
such agreements, copies of which have been previously filed
as Exhibits 2 through 5 and Exhibits 7 through 10 and are
incorporated herein by this reference.
Item 7. Material to be Filed as Exhibits.
Exhibit 1 - Agreement with Respect to Joint
Filing on Schedule 13D.
Exhibit 2 - Stock Purchase Agreement, dated as
of May 30, 1990, among the
Purchasers, Corporate Advisors and
the Company (exhibits omitted).
Exhibit 3 - Form of Periodic Stock Purchase
Right.
Exhibit 4 - Form of Risk Event Warrant.
Exhibit 5 - Form of Registration Rights
Agreement to be entered into by the
Purchasers and the Company.
Exhibit 6 - Power of Attorney from State Board
to Corporate Advisors.
Exhibit 7 - First Amendment, dated as of June
30, 1990, to the Stock Purchase
Agreement
Exhibit 8 - Second Amendment, dated July 18,
1990, to the Stock Purchase
Agreement
Exhibit 9 - Definitive Form of PSPR
Exhibit 10 - Definitive Form of Risk Event
Warrant
All of the foregoing exhibits were previously
filed in paper format.
SIGNATURE
After reasonable inquiry and to the best of my
knowledge and belief, I certify that the information set
forth in this Statement is true, complete and correct.
Dated: June 2, 1995
CORPORATE PARTNERS, L.P.
by: Corporate Advisors, L.P.
General Partner
by: LFCP Corp.
General Partner
by: /s/ Lester Pollack
Name: Lester Pollack
Title: Chairman
CORPORATE OFFSHORE PARTNERS, L.P.
by: Corporate Advisors, L.P.
General Partner
by: LFCP Corp.
General Partner
by: /s/ Lester Pollack
Name: Lester Pollack
Title: Chairman
STATE BOARD OF ADMINISTRATION OF
FLORIDA (in its capacity as a
managed account)
by: Corporate Advisors, L.P.
General Partner
by: LFCP Corp.
General Partner
by: /s/ Lester Pollack
Name: Lester Pollack
Title: Chairman
CORPORATE ADVISORS, L.P.
by: LFCP Corp.
General Partner
by: /s/ Lester Pollack
Name: Lester Pollack
Title: Chairman
Appendix A
1. Set forth below are the name and position of
each of the directors and executive officers of LFCP Corp.
and each person controlling Lazard Freres & Co. LLC
("Lazard"). The principal occupations of Messrs. Pollack
and Kagan, respectively, are Senior Managing Director and
Managing Director of Corporate Advisors, L.P. as well as, in
both cases, Managing Director of Lazard. Except as
otherwise indicated, the principal occupation of each person
controlling Lazard is Managing Director of Lazard, the
business address of each such person is One Rockefeller
Plaza, New York, New York 10020 and each person is a
citizen of the United States. Lazard Groupement d'Interet
Economique, a partnership organized under French law whose
principal business is investments (including its investment
in Lazard), and Lazard Partners Limited Partnership, a
Delaware limited partnership whose principal business is
serving as a holding company, also serve as Managing
Directors of Lazard.
Directors and Executive Officers of LFCP Corp.
Name Position
Lester Pollack Director, Chairman of the
Board, Treasurer
Jonathan Kagan Director, President,
Secretary
Persons Controlling Lazard Freres & Co.
Business Address and
Principal Occupation (if
other than as indicated
Name above) Citizenship
Marcus A. Agius Managing Director United Kingdom
Lazard Brothers & Co., Ltd.
21 Moorfields
London EC2P-2HT
England
Robert F. Agostinelli
William R. Aroskog
Frederick H. Batrus
Patrick J. Callahan, Jr. Lazard Freres & Co. LLC
200 West Madison Street
Suite 2200
Chicago, IL 60606
Michel A. David-Weill Chairman French
Michael J. Del Giudice
John Doyle
Charles R. Dreifus
Thomas F. Dunn
Norman Eig
Peter R. Ezersky
Dod A. Fraser
Albert H. Garner
James S. Gold
Jeffrey A. Golman Lazard Freres & Co. LLC
200 West Madison Street
Suite 2200
Chicago, IL 60606
Steven J. Golub
Herbert W. Gullquist
Thomas R. Haack
Eduardo Haim
J. Ira Harris Lazard Freres & Co. LLC
200 West Madison Street
Suite 2200
Chicago, IL 60606
Melvin L. Heineman
Kenneth M. Jacobs
Jonathan H. Kagan
James L. Kempner
Sandra A. Lamb
Steven M. Langman
Edgar D. Legaspi
Michael Liss
William R. Loomis, Jr.
Jessie R. Lovejoy
Matthew J. Lustig
Phillipe L. Magistretti Lazard Freres & Co. LLC Switzerland
610 Fifth Avenue
Suite 616
New York, New York 10020
Damon Mezzacappa
Robert Morgenthau
Steven J. Niemczyk
Hamish W. M. Norton
Jonathan O'Herron
Christina A. Mohr
James A. Paduano
Louis Perlmutter
Richard P. Poirier, Jr.
Lester Pollack
Robert E. Poll, Jr.
Michael J. Price
Steven L. Rattner
John R. Reese
John R. Reinsberg
Luis E. Rinaldini
Bruno Roger Lazard Freres & Co. LLC France
121 Boulevard Hausmann
75382 Paris Cedex 08, France
Michael S. Rome
Felix G. Rohatyn
Gerard Rosenfeld
Jeremy W. Sillem United Kingdom
Peter L. Smith
Arthur P. Solomon
Michael B. Solomon
Edouard M. Stern Lazard Freres & Co. LLC France
610 Fifth Avenue
Suite 616
New York, New York 10020
Paul Street
John S. Tamagni
David L. Tashjian
Joseph M. Thomas Lazard Freres & Co. LLC
200 West Madison Street
Suite 2200
Chicago, IL 60606
Ali E. Wambold
Kendric R. Wilson III
Philip P. Young
2. Set forth below is the name, position and
principal occupation of each person controlling the State
Board of Administration of Florida. The business address
of such person is 1801 Hermitage Boulevard, Tallahassee,
Florida 32308, and such person is a citizen of the United
States.
Name Position
Ash Williams Jr. Executive Director
Appendix B
On April 11, 1991, a Consent Order was entered
into by the Commissioner of Banking, Insurance and
Securities of the State of Vermont ("Commissioner") and
Lazard's predecessor, Lazard Freres & Co., a New York
limited partnership ("Lazard LP"). In the Order the
Commissioner alleged that (a) through an inadvertent
clerical error of its independent insurance broker, of
which Lazard LP was unaware, the applicant's predecessor's
surety bond in the amount of $25,000 lapsed from February 28,
1989 until September 24, 1990, (b) no investor in Vermont
was adversely affected by the inadvertent lapse of the bond,
and (c) the bond was reinstated on September 24, 1990
retroactive to the date of the lapse. The Order recited
that the entry of the Order would not (a) disqualify Lazard LP
from relying upon any exemption contained in the Vermont
Securities Act ("Act") or the rules promulgated thereunder,
(b) be considered grounds for the denial, suspension,
revocation or restriction of Lazard LP registration as a
broker-dealer in Vermont, or (c) be deemed a finding of a
violation of the Act. Lazard LP entered into the
Order without admitting or denying any violation of the
Act, agreed to continue to comply with the relevant
provision of the Securities Act and paid administrative
penalties and costs totaling $2,500.
The Market Surveillance Committee (the "MSC")
of the National Association of Securities Dealers (the
"NASD") alleged that Lazard LP, in its capacity as a
broker-dealer, violated the NASD's Rules of Fair Practice
by updating a quotation in the Bulletin Board System in
the security Telebras (Telecom Brasil) SP ADR (TBRAY) at
9:33 ET on June 17, 1993, which was outside the allowable
time for updating foreign or ADR securities on the Bulletin
Board. Without admitting or denying the allegations or
findings, Lazard LP accepted the MSC's offer to settle the
matter, waived its procedural rights and consented to the
imposition of a $250 fine. The matter was settled on
September 3, 1993.
