<PAGE>
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
-----------------------------------------
(Amendment No. 5)
SCHEDULE 13D
Under the Securities Exchange Act of 1934
The IT Group, Inc.
------------------------------------
(Name of Issuer)
Common Stock, Par Value $.01 Per Share
--------------------------------------
(Title of Class of Securities)
CUSIP NUMBER
460465107
---------
(CUSIP Number)
Daniel A. D'Aniello
The Carlyle Group
1001 Pennsylvania Avenue, N.W.
Suite 220 South
Washington, D.C. 20004
(202) 347-2626
----------------------
(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)
Copies to:
Scott C. Herlihy, Esq.
Latham & Watkins
1001 Pennsylvania Avenue, N.W.
Suite 1300
Washington, D.C. 20004
(202) 637-2200
August 3, 2000
---------------------------------------
(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 subject of
this Schedule 13D, and is filing this statement because of
Rule 13d-1(b)(3) or (4), check the following box: [_]
<PAGE>
AMENDMENT NO. 5 TO SCHEDULE 13D
CUSIP No.
1. Name of Reporting Persons:
Carlyle Partners II, L.P.
IRS Identification Number of Above Person:
51-1357731
2. Check the Appropriate Box if a Member of a Group (a) [_]
(b) [X]
3. SEC Use Only
4. Source of Funds
AF
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
Number of Shares Beneficially Owned by Each Reporting Person with:
7. Sole Voting Power: 0
---
8. Shared Voting Power: 7,515,291/1/
---------
9. Sole Dispositive Power: 0
---------
10. Shared Dispositive Power: (See Item 5(a)) 2,494,590
---------
11. Aggregate Amount Beneficially Owned by Each Reporting Person:
7,515,291/1/
---------
12. Check Box if the Aggregate Amount in Row (11) Excludes Certain Shares [_]
13. Percent of Class Represented by Amount in Row (11): 25.5%/2/
-----
14. Type of Reporting Person:
PN
_________________
/1/ Including (i) 415,407 shares of common stock, (ii) 1,516,047 shares
receivable upon conversion of 11,507 Shares of Cumulative Convertible
Participating Preferred Stock, (iii) 310,292 shares receivable upon
exercise of certain warrants, and (iv) shares deemed beneficially owned
pursuant to the Agreements Among Partners entered into by and among certain
Reporting Persons. (See items 4, 5 and 6.)
/2/ Percentage calculated based on 29,462,623 shares which are calculated as
described in Items 5(a).
2
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AMENDMENT NO. 5 TO SCHEDULE 13D
CUSIP No.
1. Name of Reporting Persons:
Carlyle SBC Partners II, L.P.
IRS Identification Number of Above Person:
51-0369721
2. Check the Appropriate Box if a Member of a Group (a) [_]
(b) [X]
3. SEC Use Only
4. Source of Funds
AF
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
Number of Shares Beneficially Owned by Each Reporting Person with:
7. Sole Voting Power: 0
---
8. Shared Voting Power: 7,515,291/3/
---------
9. Sole Dispositive Power: 0
---
10. Shared Dispositive Power: (See Item 5(a)) 101,806
------
11. Aggregate Amount Beneficially Owned by Each Reporting Person:
7,515,291/3/
---------
12. Check Box if the Aggregate Amount in Row (11) Excludes Certain Shares [_]
13. Percent of Class Represented by Amount in Row (11): 25.5%/4/
-----
14. Type of Reporting Person:
PN
____________________
/3/ Including (i) 18,870 shares of common stock, (ii) 68,773 shares receivable
upon conversion of 522 Shares of Cumulative Convertible Participating
Preferred Stock, (iii) 14,163 shares receivable upon exercise of certain
warrants, and (iv) shares deemed beneficially owned pursuant to the
Agreements Among Partners entered into by and among certain Reporting
Persons. (See items 4, 5 and 6.)
/4/ Percentage calculated based on 29,462,623 shares which are calculated as
described in Items 5(a).
3
<PAGE>
AMENDMENT NO. 5 TO SCHEDULE 13D
CUSIP No.
1. Name of Reporting Persons:
Carlyle International Partners II, L.P.
IRS Identification Number of Above Person:
N/A
2. Check the Appropriate Box if a Member of a Group (a) [_]
(b) [X]
3. SEC Use Only
4. Source of Funds
AF
5. Check Box if Disclosure of Legal Proceedings is
Required Pursuant to Items 2(d) or 2(e) [_]
6. Citizenship or Place of Organization
Cayman Islands
Number of Shares Beneficially Owned by Each Reporting Person with:
7. Sole Voting Power: 0
---
8. Shared Voting Power: 1,881,596/5/
---------
9. Sole Dispositive Power: 0
---
10. Shared Dispositive Power: (See Item 5(a)) 1,881,596
---------
11. Aggregate Amount Beneficially Owned by Each Reporting Person:
1,881,596/5/
---------
12. Check Box if the Aggregate Amount in Row (11) Excludes Certain Shares [_]
13. Percent of Class Represented by Amount in Row (11): 6.4%/6/
----
14. Type of Reporting Person:
PN
________________
/5/ Including (i) 351,321 shares of common stock, (ii) 1,268,357 shares
receivable upon conversion of 9,627 Shares of Cumulative Convertible
Participating Preferred Stock, and (iii) 261,918 shares receivable upon
exercise of certain warrants. (See items 4, 5 and 6.)
/6/ Percentage calculated based on 29,462,623 shares which are calculated as
described in Items 5(a).
4
<PAGE>
AMENDMENT NO. 5 TO SCHEDULE 13D
CUSIP No.
1. Name of Reporting Persons:
Carlyle International Partners III, L.P.
IRS Identification Number of Above Person:
N/A
2. Check the Appropriate Box if a Member of a Group (a) [_]
(b) [X]
3. SEC Use Only
4. Source of Funds
AF
5. Check Box if Disclosure of Legal Proceedings is
Required Pursuant to Items 2(d) or 2(e) [_]
6. Citizenship or Place of Organization
Cayman Islands
Number of Shares Beneficially Owned by Each Reporting Person with:
7. Sole Voting Power: 0
----
8. Shared Voting Power: 100,857/7/
-------
9. Sole Dispositive Power: 0
----
10. Shared Dispositive Power: (See Item 5(a)) 100,857
-------
11. Aggregate Amount Beneficially Owned by Each Reporting Person:
100,857/7/
-------
12. Check Box if the Aggregate Amount in Row (11) Excludes Certain Shares [_]
13. Percent of Class Represented by Amount in Row (11): .3%/8/
---
14. Type of Reporting Person:
PN
__________________________
/7/ Including (i) 18,762 shares of common stock, (ii) 67,983 shares receivable
upon conversion of 516 Shares of Cumulative Convertible Participating
Preferred Stock, and (iii) 14,112 shares receivable upon exercise of
certain warrants. (See items 4, 5 and 6.)
/8/ Percentage calculated based on 29,462,623 shares which are calculated as
described in Items 5(a).
5
<PAGE>
AMENDMENT NO. 5 TO SCHEDULE 13D
CUSIP No.
1. Name of Reporting Persons:
C/S International Partners
IRS Identification Number of Above Person:
N/A
2. Check the Appropriate Box if a Member of a Group (a) [_]
(b) [X]
3. SEC Use Only
4. Source of Funds
AF
5. Check Box if Disclosure of Legal Proceedings is
Required Pursuant to Items 2(d) or 2(e) [_]
6. Citizenship or Place of Organization
Cayman Islands
Number of Shares Beneficially Owned by Each Reporting Person with:
7. Sole Voting Power: 0
----
8. Shared Voting Power: 423,051/9/
-------
9. Sole Dispositive Power: 0
----
10. Shared Dispositive Power: (See Item 5(a)) 423,051
-------
11. Aggregate Amount Beneficially Owned by Each Reporting Person:
423,051/9/
-------
12. Check Box if the Aggregate Amount in Row (11) Excludes Certain Shares [_]
13. Percent of Class Represented by Amount in Row (11): 1.4%/10/
----
14. Type of Reporting Person:
PN
______________________
/9/ Including (i) 78,577 shares of common stock, (ii) 285,502 shares receivable
upon conversion of 2,167 Shares of Cumulative Convertible Participating
Preferred Stock and (iii) 58,972 shares receivable upon exercise of certain
warrants. (See items 4, 5 and 6.)
/10/ Percentage calculated based on 29,462,623 shares which are calculated as
described in Items 5(a).
6
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AMENDMENT NO. 5 TO SCHEDULE 13D
CUSIP No.
1. Name of Reporting Persons:
Carlyle Investment Group, L.P.
IRS Identification Number of Above Person:
51-0357730
2. Check the Appropriate Box if a Member of a Group (a) [_]
(b) [X]
3. SEC Use Only
4. Source of Funds
AF
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
Number of Shares Beneficially Owned by Each Reporting Person with:
7. Sole Voting Power: 0
----
8. Shared Voting Power: 2,344/11/
-----
9. Sole Dispositive Power: 0
-----
10. Shared Dispositive Power: (See Item 5(a)) 2,344
-----
11. Aggregate Amount Beneficially Owned by Each Reporting Person:
2,344/11/
-----
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%/12/
----
14. Type of Reporting Person:
PN
_________________________
/11/ Including (i) 437 shares of common stock, (ii) 1,581 shares receivable upon
conversion of 12 Shares of Cumulative Convertible Participating Preferred
Stock and (iii) 326 shares receivable upon exercise of certain warrants.
(See items 4, 5 and 6.)
/12/ Percentage calculated based on 29,462,623 shares which are calculated as
described in Items 5(a).
7
<PAGE>
AMENDMENT NO. 5 TO SCHEDULE 13D
CUSIP No.
1. Name of Reporting Persons:
Carlyle-IT Partners, L.P.
IRS Identification Number of Above Person:
Application Pending
2. Check the Appropriate Box if a Member of a Group (a) [_]
(b) [X]
3. SEC Use Only
4. Source of Funds
AF
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
Number of Shares Beneficially Owned by Each Reporting Person with:
7. Sole Voting Power: 0
----
8. Shared Voting Power: 7,515,291/13/
---------
9. Sole Dispositive Power: 0
----
10. Shared Dispositive Power: (See Item 5(a)) 239,809
-------
11. Aggregate Amount Beneficially Owned by Each Reporting Person:
7,515,291/13/
---------
12. Check Box if the Aggregate Amount in Row (11) Excludes Certain Shares [_]
13. Percent of Class Represented by Amount in Row (11): 25.5%/14/
-----
14. Type of Reporting Person:
PN
________________________
/13/ Including (i) 39,962 shares of common stock, (ii) 165,873 shares receivable
upon conversion of 1,259 Shares of Cumulative Convertible Participating
Preferred Stock, (iii) 33,974 shares receivable upon exercise of certain
warrants and (iv) shares deemed beneficially owned pursuant to the
Agreements Among Partners entered into by and among certain Reporting
Persons. (See items 4, 5 and 6.)
/14/ Percentage calculated based on 29,462,623 shares which are calculated as
described in Items 5(a).
8
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AMENDMENT NO. 5 TO SCHEDULE 13D
CUSIP No.
1. Name of Reporting Persons:
Carlyle-IT International Partners, L.P.
IRS Identification Number of Above Person:
N/A
2. Check the Appropriate Box if a Member of a Group (a) [_]
(b) [X]
3. SEC Use Only
4. Source of Funds
AF
5. Check Box if Disclosure of Legal Proceedings is
Required Pursuant to Items 2(d) or 2(e) [_]
6. Citizenship or Place of Organization
Cayman Islands
Number of Shares Beneficially Owned by Each Reporting Person with:
7. Sole Voting Power: 0
----
8. Shared Voting Power: 2,443,264/15/
---------
9. Sole Dispositive Power: 0
----
10. Shared Dispositive Power: (See Item 5(a)) 2,443,264
---------
11. Aggregate Amount Beneficially Owned by Each Reporting Person:
2,443,264/15/
---------
12. Check Box if the Aggregate Amount in Row (11) Excludes Certain Shares [_]
13. Percent of Class Represented by Amount in Row (11): 8.3%/16/
----
14. Type of Reporting Person:
PN
____________________
/15/ Including (i) 35,894 shares of common stock, (ii) 1,995,353 shares
receivable upon conversion of 15,145 Shares of Cumulative Convertible
Participating Preferred Stock and (iii) 412,017 shares receivable upon
exercise of certain warrants. (See items 4, 5 and 6.)
/16/ Percentage calculated based on 29,462,623 shares which are calculated as
described in Items 5(a).
9
<PAGE>
AMENDMENT NO. 5 TO SCHEDULE 13D
CUSIP No.
1. Name of Reporting Persons:
Carlyle-IT International Partners II, L.P.
IRS Identification Number of Above Person:
N/A
2. Check the Appropriate Box if a Member of a Group (a) [_]
(b) [X]
3. SEC Use Only
4. Source of Funds
AF
5. Check Box if Disclosure of Legal Proceedings is
Required Pursuant to Items 2(d) or 2(e) [_]
6. Citizenship or Place of Organization
Cayman Islands
Number of Shares Beneficially Owned by Each Reporting Person with:
7. Sole Voting Power: 0
----
8. Shared Voting Power: 80,818/17/
------
9. Sole Dispositive Power: 0
------
10. Shared Dispositive Power: (See Item 5(a)) 80,818
------
11. Aggregate Amount Beneficially Owned by Each Reporting Person:
80,818/17/
------
12. Check Box if the Aggregate Amount in Row (11) Excludes Certain Shares [_]
13. Percent of Class Represented by Amount in Row (11): 0.3%/18/
----
14. Type of Reporting Person:
PN
_______________
/17/ Including (i) 66,929 shares receivable upon conversion of 508 Shares of
Cumulative Convertible Participating Preferred Stock (ii) 13,889 shares
receivable upon exercise of certain warrants. (See items 4, 5 and 6.)
/18/ Percentage calculated based on 29,462,623 shares which are calculated as
described in Items 5(a).
10
<PAGE>
AMENDMENT NO. 5 TO SCHEDULE 13D
CUSIP No.
1. Name of Reporting Persons:
TC Group, L.L.C. (d/b/a The Carlyle Group)
IRS Identification Number of Above Person:
54-1686957
2. Check the Appropriate Box if a Member of a Group (a) [_]
(b) [X]
3. SEC Use Only
4. Source of Funds
AF
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
Number of Shares Beneficially Owned by Each Reporting Person with:
7. Sole Voting Power: 0
-----
8. Shared Voting Power: 7,515,291/19/
---------
9. Sole Dispositive Power: 0
-----
10. Shared Dispositive Power: 7,515,291/19/
---------
11. Aggregate Amount Beneficially Owned by Each Reporting Person:
7,515,291/19/
---------
12. Check Box if the Aggregate Amount in Row (11) Excludes Certain Shares [_]
13. Percent of Class Represented by Amount in Row (11): 25.5%/20/
-----
14. Type of Reporting Person:
OO (Limited Liability Company)
________________
/19/ Including (i) 959,230 shares of common stock, (ii) 5,436,399 shares
receivable by the Fund Partnerships (as defined in Item 2) upon conversion
of 41,022 Shares of Cumulative Convertible Participating Preferred Stock
and (iii) 1,119,662 shares receivable by the Fund Partnerships upon
exercise of certain warrants, such shares deemed beneficially owned by the
Reporting Person as the general partner of each Fund Partnership. (See
items 4, 5 and 6.)
/20/ Percentage calculated based on 29,462,623 shares which are calculated as
described in Items 5(a).
11
<PAGE>
AMENDMENT NO. 5 TO SCHEDULE 13D
CUSIP No.
1. Name of Reporting Persons:
TCG Holdings, L.L.C.
IRS Identification Number of Above Person:
54-1686011
2. Check the Appropriate Box if a Member of a Group (a) [_]
(b) [X]
3. SEC Use Only
4. Source of Funds
AF
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
Number of Shares Beneficially Owned by Each Reporting Person with:
7. Sole Voting Power: 0
----
8. Shared Voting Power: 7,515,291/21/
---------
9. Sole Dispositive Power: 0
-----
10. Shared Dispositive Power: 7,515,291/21/
---------
11. Aggregate Amount Beneficially Owned by Each Reporting Person:
7,515,291/21/
---------
12. Check Box if the Aggregate Amount in Row (11) Excludes Certain Shares [_]
13. Percent of Class Represented by Amount in Row (11): 25.5%/22/
-----
14. Type of Reporting Person:
OO (Limited Liability Company)
____________________
/21/ Including (i) 959,230 shares of common stock, (ii) 5,436,399 shares
receivable by the Fund Partnerships (as defined in Item 2) upon conversion
of 41,022 Shares of Cumulative Convertible Participating Preferred Stock
and (iii) 1,119,662 shares receivable by the Fund Partnerships upon
exercise of certain warrants, such shares deemed beneficially owned by the
Reporting Person as the general partner of each Fund Partnership. (See
items 4, 5 and 6.)
/22/ Percentage calculated based on 29,462,623 shares which are calculated as
described in Items 5(a).
12
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AMENDMENT NO. 5 TO SCHEDULE 13D
CUSIP No.
1. Name of Reporting Persons:
Carlyle Investment Management, L.L.C.
IRS Identification Number of Above Person:
52-1988385
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(d) or 2(e) [_]
6. Citizenship or Place of Organization
Delaware
Number of Shares Beneficially Owned by Each Reporting Person with:
7. Sole Voting Power: 943,324/23/
-------
8. Shared Voting Power: 0
----
9. Sole Dispositive Power: (See Item 5(a) 943,324
-------
10. Shared Dispositive Power: 0
-----
11. Aggregate Amount Beneficially Owned by Each Reporting Person:
943,324/23/
-------
12. Check Box if the Aggregate Amount in Row (11) Excludes Certain Shares [_]
13. Percent of Class Represented by Amount in Row (11): 4.0%/24/
----
14. Type of Reporting Person:
OO* (Limited Liability Company)
__________________
/23/ Including (i) 176,370 shares of common stock, (ii) 636,616 shares
receivable upon conversion of 4,832 Shares of Cumulative Convertible
Participating Preferred Stock and (iii) 130,338 shares receivable upon
exercise of certain warrants, such shares of which the Reporting Person
possesses sole power of disposition, such shares voting as investment
advisor (See Item 2). (See also items 4, 5 and 6.)
/24/ Percentage calculated based on 23,673,516 shares which are calculated as
described in Items 5(a).
13
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This Amendment No. 5 to Schedule 13D amends the Schedule 13D and the first,
second, third and fourth amendments as filed with the Commission on February 9,
1998, November 27, 1996, June 20, 2000, July 3, 2000 and July 28, 2000,
respectively, by Carlyle Partners II, L.P., Carlyle SBC Partners II, L.P.
(formerly Carlyle Partners III, L.P.), Carlyle International Partners II, L.P.,
Carlyle International Partners III, L.P., C/S International Partners, Carlyle
Investment Group, L.P., Carlyle-IT Partners, L.P., Carlyle-IT International
Partners, L.P., Carlyle-IT Partners II, L.P., TC Group, L.L.C. (d/b/a The
Carlyle Group), TCG Holdings, L.L.C. and Carlyle Investment Management, L.L.C.
(the "Reporting Persons") to amend and restate Item 4 and Item 5.
Terms used but not defined herein have the meaning ascribed to such term in
the Schedule 13D, Amendment No. 1, Amendment No. 2, Amendment No. 3 or Amendment
No. 4 to the Schedule 13D.
Item 4. Purpose of the Transaction.
The acquisition of the Securities was consummated by the Reporting Persons
as a long-term strategic investment in the Company. The acquisition by the
Purchasers of the Securities from the Company was consummated on November 20,
1996. The aggregate consideration paid by CPII was $11,170,495. The aggregate
consideration paid by CPIII was $509,863. The aggregate consideration paid by
CIPII was $9,429,060. The aggregate consideration paid by CIPIII was $508,039.
The aggregate consideration paid by C/SIP was $2,122,999. The aggregate
consideration paid by CIG was $11,721. The aggregate consideration paid by CIT
was $5,915,198. The aggregate consideration paid by CITI was $14,832,625. The
aggregate consideration paid by CITII was $500,000. On November 20, 1996, CIM
acquired, on behalf of SBA from CIT, securities for an aggregate consideration
of $4,692,147.
All Securities held by the Reporting Persons are held by the Reporting
Persons for investment purposes. Each Reporting Person may, subject to the
continuing evaluation of the factors discussed herein, acquire from time to time
additional securities (including shares of Common Stock) of the Company in the
open market or in privately negotiated transactions, by exchange offer or
otherwise. On June 13, 2000, the Company announced that the Reporting Persons
have been authorized by the Board of Directors to purchase up to one million
additional shares of the Company's common stock in the open market. The timing
of the purchases will be based on stock price, market and other conditions and
may be discontinued at any time. Between June 20, 2000 and August 2, 2000, the
Reporting Persons have repurchased 1,135,600 shares of Common Stock of the
Company. The reporting persons have informed the Company that the Reporting
Persons may continue to acquire, from time to time, additional securities
(including shares of Common Stock) of the Company in the open market or in
privately negotiated transactions, by exchange offer or otherwise. The decision
to make any such purchase will be subject to a number of factors, including the
then current market prices. The Reporting Persons are under no obligation to
make further purchases and may choose to discontinue purchases at any time.
Depending on the factors discussed herein, each Reporting Person may, from
time to time, retain or sell all or a portion of its holdings of the Securities
in the open market or in privately negotiated transactions, including, by way of
distribution of some or all of the Securities to their partners or members, as
applicable, the conversion of Preferred Stock into Common Stock or the exercise
of Warrants. Each Reporting Person may also have discussions with management
regarding methods of increasing sales, cash flow and profitability. Any actions
that any Reporting Person might undertake will be dependent upon such person's
review of numerous factors, including, among other things, the availability of
Securities of the Company (including Common Stock) for purchase and the price
levels of such shares; general market and economic conditions; ongoing
evaluation of the Company's business operations and prospects; the relative
attractiveness of alternative business and investment opportunities; the actions
of the management and the Board of Directors of the Company; and other future
developments.
The Purchasers acquired 45,000 shares of newly issued Preferred Stock which
are convertible into Common Stock. The Purchasers also received immediately
exercisable Warrants to purchase 5,000,000 additional shares of Common Stock.
The terms and conditions for the conversion of the Preferred Stock are set forth
in the Certificate of Designations, Preferences and Relative, Participating,
Optional and Other Special Rights and Qualifications, Limitations and
Restrictions Thereof of Cumulative Convertible Participating Preferred Stock of
the Company, comprising a portion of the Company's Certificate of Incorporation.
The acquisition was effected pursuant to the Securities Purchase Agreement dated
August 28, 1996 by and between the Company and certain Purchasers identified
therein (attached as Exhibit 2 to the original Schedule 13D), as amended by that
certain Amendment No. 1 to the Securities Purchase Agreement dated November 20,
1996 attached as Exhibit 3 to the original Schedule 13D (as amended, the
"Securities Purchase Agreement") and the terms and conditions for the exercise
of the Warrants are set forth in the Warrant Agreement dated November 20, 1996
(the "Warrant Agreement") by and between the Company and certain Purchasers
identified therein and attached as Exhibit 4 to the original Schedule 13D.
For five years after consummation of the transaction, and, as long as the
Purchasers and their affiliates continue to hold 20% of the aggregate voting
power of the Company, the holders of the Preferred Stock, voting as a separate
class, are entitled to elect a majority of the Company's Board of Directors. The
Company's Board consists of ten directors, five of whom are elected by the
holders of the Preferred Shares and five of whom are elected by the holders of
the Common Stock. At the end of the five-year period, and, as long as the
Purchasers and their affiliates continue to hold 20% of the aggregate voting
power of the Company, the holders of the Preferred Stock will be entitled to
elect the largest number of directors which is a minority of the directors of
the Company. In addition to their right to elect directors, holders of Preferred
Stock are entitled to vote on all matters voted on by holders of Common Stock,
voting together with the Common Stock as a single class. With respect to such
votes, each share of Preferred Stock shall entitle the holder thereof to cast
the number of votes equal to the number of votes which could be cast in such
vote by a holder of the number of shares of Common Stock into which such share
of Preferred Stock is convertible on the date of such vote.
The Preferred Stock is entitled to cumulative annual dividends, except that
no dividends will be payable in the first year. Thereafter, dividends were
payable quarterly in kind for one year at the rate of 3% per annum and in cash
thereafter at the rate of 6% per annum. In addition, the Preferred Stock has the
right to participate in any dividends paid with respect to the Common Stock, on
the basis of the number of shares of Common Stock into which it may be
converted. During 1998, the following Reporting Persons each received shares of
Preferred Stock as a dividend in kind on the shares of Preferred Stock then held
as follows: CPII, 337 shares (convertible into approximately 44,399 shares of
Common Stock); CPIII, 12 shares (convertible into approximately 1,581 shares of
Common Stock), CIPII, 198 shares (convertible into approximately 26,086 shares
of Common Stock); CIPIII, 8 shares (convertible into approximately 1,054 shares
of Common Stock); C/SIP, 44 shares (convertible into approximately 5,797 shares
of Common Stock); CIT, 36 shares (convertible into approximately 4,743 shares of
Common Stock); CITI, 312 shares (convertible into approximately 41,106 shares of
Common Stock); CITII, 8 shares (convertible into approximately 1,054 shares of
Common Stock); and CIM 140 shares (convertible into approximately 18,445 shares
of Common Stock).
The transaction documents contain a requirement for approval by a majority
of the directors not elected by the holders of the Preferred Stock for any
acquisition of additional shares of capital stock of the Company by TC Group or
its affiliates if such acquisition would result in TC Group or its affiliates
holding 75% or more of the general voting power of the Company.
Pursuant to the Agreement Among Partnerships (CP II) dated on or about
November 20, 1996 (the "CPII Agreement") and attached to the original 13D as
Exhibit 5, by and among certain Purchasers identified therein, such Purchasers
agree that CPII shall be entitled to designate as nominee for election to the
Company's Board of Directors one director that the Purchasers are entitled to
elect as holders of the Company's Preferred Stock and the Purchasers further
agreed to elect such person to the Company's Board of Directors. Pursuant to the
Agreement Among Partnerships (CP III) dated on or about November 20, 1996 (the
"CPIII Agreement") and attached to the original 13D as Exhibit 6, by and among
certain Purchasers identified therein, such Purchasers agree that CPIII shall be
entitled to designate as nominee for election to the Company's Board of
Directors one director that the Purchasers are entitled to elect as holders of
the Company's Preferred Stock and the Purchasers further agreed to elect such
person to the Company's Board of Directors. Pursuant to the Agreement Among
Partnerships (CITP) dated on or about November 20, 1996 (the "CIT Agreement" and
together with the CPII Agreement and the CPIII Agreement the "Agreements Among
Partnerships") and attached to the original 13D as Exhibit 7, by and among
certain Purchasers identified therein, such Purchasers agree that CIT shall be
entitled to designate as nominee for election to the Company's Board of
Directors one director that the Purchasers are entitled to elect as holders of
the Company's voting stock and the Purchasers further agreed to elect such
person to the Company's Board of Directors.
Although the foregoing reflects activities presently contemplated by each
Reporting Person with respect to the Company, the foregoing is subject to change
at any time.
Other than as described above, the Reporting Persons have no present plans
or proposals which relate to or would result in: (i) the acquisition by any
person of additional securities of the Company, or the disposition of securities
of the Company; (ii) an extraordinary corporate transaction, such as a merger,
reorganization or liquidation, involving the Company or any of its subsidiaries;
(iii) a sale or transfer of a material amount of assets of the Company or any of
its subsidiaries; (iv) any change in the present Board or management of the
Company, including any plans or proposals to change the number or term of
directors or to fill any existing vacancies on the Board; (v) any material
change in the present capitalization or dividend policy of the Company; (vi) any
other material change in the Company's business or corporate structure; (vii)
changes in the Company's certificate of incorporation or bylaws or other actions
which may impede the acquisition of control of the Company by any persons;
(viii) causing a class of securities of the Company to be delisted from a
national securities exchange or to cease to be authorized to be quoted in an
inter-dealer quotation system of a registered national securities association;
(ix) a class of equity securities of the Company becoming eligible for
termination of registration pursuant to Section 12(g)(4) of the Securities
Exchange Act of 1934, as amended; or (x) any action similar to those enumerated
above.
14
<PAGE>
Item 5. Interest in Securities of Issuer.
(a) Shares of Common Stock Beneficially Owned
<TABLE>
<CAPTION>
----------------------------------------------------------------------------------------------------------------
RIGHT TO COMMON
STOCK UPON WARRANTS: RIGHT
CONVERSION OF TO PURCHASE
COMMON CONVERTIBLE COMMON STOCK TOTAL BENEFICIAL
STOCK PREFERRED STOCK FROM THE COMPANY OWNERSHIP
----------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
CPII/25/ 415,407 1,516,047 310,292 2,494,590
----------------------------------------------------------------------------------------------------------------
CPIII/25/ 18,870 68,773 14,163 101,806
----------------------------------------------------------------------------------------------------------------
CIPII 351,321 1,268,357 261,918 1,881,596
----------------------------------------------------------------------------------------------------------------
CIPIII 18,762 67,983 14,112 100,857
----------------------------------------------------------------------------------------------------------------
C/SIP 78,577 285,502 58,972 423,051
----------------------------------------------------------------------------------------------------------------
CIG 437 1,581 326 2,344
----------------------------------------------------------------------------------------------------------------
CIT/25/ 39,962 165,873 33,974 239,809
----------------------------------------------------------------------------------------------------------------
CITI 35,894 1,995,353 412,017 2,443,264
----------------------------------------------------------------------------------------------------------------
CITII - 66,929 13,889 80,818
----------------------------------------------------------------------------------------------------------------
TC GROUP 959,230 5,436,399 1,119,662 7,515,291
----------------------------------------------------------------------------------------------------------------
TCG 959,230 5,436,399 1,119,662 7,515,291
----------------------------------------------------------------------------------------------------------------
CIM 176,370 636,616 130,338 943,324
----------------------------------------------------------------------------------------------------------------
REPORTING 1,135,600 6,073,015 1,250,000 8,458,615
PERSONS
----------------------------------------------------------------------------------------------------------------
</TABLE>
_________________
/25/ See Item 5(b) for a discussion of the beneficial ownerships of CPII, CPIII
and CIT as parties to the CPII Agreement, the CPIII Agreement and the CIT
Agreement, respectively.
15
<PAGE>
(a) (continued) Approximate Percentage of Common Stock of the Company
Beneficially Owned./26/
<TABLE>
<CAPTION>
-----------------------------------------------------------------------------------------------------------------
RIGHT TO COMMON
STOCK UPON WARRANTS: RIGHT
CONVERSION OF TO PURCHASE
COMMON CONVERTIBLE COMMON STOCK TOTAL BENEFICIAL
STOCK PREFERRED STOCK FROM THE COMPANY OWNERSHIP
-----------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
CPII/27/ 1.4% 5.1% 1.1% 7.6%
-----------------------------------------------------------------------------------------------------------------
CPIII/27/ .0% .2% .0% .3%
-----------------------------------------------------------------------------------------------------------------
CIPII 1.2% 4.3% .9% 6.4%
-----------------------------------------------------------------------------------------------------------------
CIPIII .0% .2% .0% .3%
-----------------------------------------------------------------------------------------------------------------
C/SIP .3% 1.0% .2% 1.4%
-----------------------------------------------------------------------------------------------------------------
CIG .0% .0% .0% .0%
-----------------------------------------------------------------------------------------------------------------
CIT/27/ .1% .6% .1% .8%
-----------------------------------------------------------------------------------------------------------------
CITI .1% 6.8% 1.4% 8.3%
-----------------------------------------------------------------------------------------------------------------
CITII - .2% .0% .3%
-----------------------------------------------------------------------------------------------------------------
TC GROUP 3.3% 18.5% 3.8% 25.5%
-----------------------------------------------------------------------------------------------------------------
TCG 3.3% 18.5% 3.8% 25.5%
-----------------------------------------------------------------------------------------------------------------
CIM .7% 2.7% .6% 4.0%
-----------------------------------------------------------------------------------------------------------------
REPORTING 4.0% 21.2% 4.4% 29.5%
PERSONS
-----------------------------------------------------------------------------------------------------------------
</TABLE>
_________________
/26/ All percentages calculated based on outstanding shares of 22,906,502 plus
the conversion of all Preferred Stock and Warrants deemed beneficially
owned by all such Reporting Persons.
/27/ See Item 5(b) for a discussion of the beneficial ownerships of CPII, CPIII
and CIT as parties to the CPII Agreement, the CPIII Agreement and the CIT
Agreement, respectively.
16
<PAGE>
(b) CPII is currently the beneficial owner of 415,407 shares of common
stock, 11,507 shares of Preferred Stock (which converts into 1,516,047 shares of
Common Stock) and Warrants to purchase 310,292 shares of Common Stock. CPII has
the power to vote and dispose all such shares, totaling 2,494,590. CPII shares
the power to vote and the power to dispose these shares with TC Group as its
general partner. Pursuant to the CPIII Agreement and the CIT Agreement more
fully described in Items 4 and 6, CPII shares the power to vote these shares
with CPIII and CIT. Pursuant to the CPII Agreement more fully described in Items
4 and 6, CPII has shared power to vote the 7,515,291 shares beneficially owned
by the other Purchasers. CPII further shares this power to vote with TC Group as
its general partner.
CPIII is currently the beneficial owner of 18,870 shares of common
stock, 522 shares of Preferred Stock (which converts into 68,773 shares of
Common Stock) and Warrants to purchase 14,163 shares of Common Stock. CPIII has
the power to vote and dispose all such shares, totaling 101,806. CPIII shares
the power to vote and the power to dispose these shares with TC Group as its
general partner. Pursuant to the CPII Agreement and the CIT Agreement more fully
described in Items 4 and 6, CPIII shares the power to vote these shares with
CPII and CIT. Pursuant to the CPIII Agreement more fully described in Items 4
and 6, CPIII has shared power to vote the 7,515,291 shares beneficially owned by
the Purchasers. CPIII further shares this power to vote with TC Group as its
general partner.
CIPII is currently the beneficial owner of 351,321 shares of common
stock, 9,627 shares of Preferred Stock (which converts into 1,268,357 shares of
Common Stock) and Warrants to purchase 261,198 shares of Common Stock. CIPII has
the power to vote and dispose all such shares, totaling 1,881,596. CIPII shares
the power to vote and the power to dispose these shares with TC Group as its
managing general partner. Pursuant to the Agreements Among Partnerships more
fully described in Items 4 and 6, CIPII shares the power to vote these shares
with CPII, CPIII, and CIT.
CIPIII is currently the beneficial owner of 18,762 shares of common
stock, 516 shares of Preferred Stock (which converts into 67,983 shares of
Common Stock) and Warrants to purchase 14,112 shares of Common Stock. CIPIII has
the power to vote and dispose all such shares, totaling 100,857. CIPIII shares
the power to vote and the power to dispose these shares with TC Group as its
managing general partner. Pursuant to the Agreements Among Partnerships more
fully described in Items 4 and 6, CIPIII shares the power to vote these shares
with CPII, CPIII, and CIT.
C/SIP is currently the beneficial owner of 78,577 shares of common
stock, 2,167 shares of Preferred Stock (which converts into 285,502 shares of
Common Stock) and Warrants to purchase 58,972 shares of Common Stock. C/SIP has
the power to vote and dispose all such shares, totaling 423,051. C/SIP shares
the power to vote and the power to dispose these shares with TC Group as its
managing general partner. Pursuant to the Agreements Among Partnerships more
fully described in Items 4 and 6, C/SIP shares the power to vote these shares
with CPII, CPIII, and CIT.
CIG is currently the beneficial owner of 437 shares of common stock,
12 shares of Preferred Stock (which converts into 1,581 shares of Common Stock)
and Warrants to purchase 326 shares of Common Stock. CIG has the power to vote
and dispose all such shares, totaling 2,344. CIG shares the power to vote and
the power to dispose these shares with TC Group as its general partner.
17
<PAGE>
Pursuant to the Agreements Among Partnerships more fully described in Items 4
and 6, CIG shares the power to vote these shares with CPII, CPIII, and CIT.
CIT is currently the beneficial owner of 39,962 shares of common
stock, 1,259 shares of Preferred Stock (which converts into 165,873 shares of
Common Stock) and Warrants to purchase 33,974 shares of Common Stock. CIT has
the power to vote and dispose all such shares, totaling 239,809. CIT shares the
power to vote and the power to dispose these shares with TC Group as its general
partner. Pursuant to the CPII Agreement and the CPIII Agreement more fully
described in Items 4 and 6, CIT shares the power to vote these shares with CPII
and CPIII. Pursuant to the CIT Agreement more fully more described in Items 4
and 6, CIT has shared power to vote the 7,515,291 shares beneficially owned by
the Purchasers. CIT further shares this power to vote with TC Group as its
general partner.
CITI is currently the beneficial owner of 35,894 shares of common
stock, 15,145 shares of Preferred Stock (which converts into 1,995,353 shares of
Common Stock) and Warrants to purchase 412,017 shares of Common Stock. CITI has
the power to vote and dispose all such shares, totaling 2,443,264. CITI shares
the power to vote and the power to dispose these shares with TC Group as its
managing general partner. Pursuant to the Agreements Among Partnerships more
fully described in Items 4 and 6, CITI shares the power to vote these shares
with CPII, CPIII, and CIT.
CITII is currently the beneficial owner of 508 shares of Preferred
Stock (which converts into 66,929 shares of Common Stock) and Warrants to
purchase 13,889 shares of Common Stock. CITII has the power to vote and dispose
all such shares, totaling 80,818. CITII shares the power to vote and the power
to dispose these shares with TC Group as its managing general partner. Pursuant
to the Agreements Among Partnerships more fully described in Items 4 and 6,
CITII shares the power to vote these shares with CPII, CPIII, and CIT.
TC Group is deemed to be the beneficial owner of 959,230 shares of
common stock, 41,022 shares of Preferred Stock (which converts into 5,436,399
shares of Common Stock) and Warrants to purchase 1,119,662 shares of Common
Stock as the general partner of CPII, CPIII, CIG, and CIT, as the managing
general partner of CIPII, CIPIII, C/SIP, CITI, and CITII. TC Group is deemed to
share voting and disposal rights of all such shares, totaling 7,515,291 as the
general partner of CPII, CPIII, CIG, and CIT, as the managing general partner of
CIPII, CIPIII, C/SIP, CITI, and CITII. TCG, as a member holding a controlling
interest in TC Group, is deemed to share all rights herein described belonging
to TC Group.
As investment advisor to SBA, CIM is currently deemed to be the
beneficial owner of 176,370 shares of common stock, 4,832 shares of Preferred
Stock (which converts into 636,616 shares of Common Stock) and Warrants to
purchase 130,338 shares of Common Stock. CIM has the power to vote and dispose
all such shares, totaling 943,324. Because certain TCG Principals are also CIM
Principals, CIM may be deemed to be part of the group of other Reporting Persons
and thus may be deemed to share beneficial ownership of any shares of Common
Stock owned by the other Reporting Persons.
Reporting Persons are the beneficial owner of 1,135,600 shares of
common stock, 46,095 shares of Preferred Stock (which converts into 6,073,016
shares of Common Stock) and 1,250,000 Warrants to purchase
18
<PAGE>
1,250,000 shares of Common Stock. Reporting Persons thus have voting rights and
disposal rights of all such shares, totaling 8,458,615.
CIA does not have the power to vote or dispose of the Company's Common
Stock under the partnership agreements of CIPII, CIPIII, CITI, or CITII. SCOP
does not have the power to vote or dispose of the Securities under the
partnership agreement of C/SIP. Therefore, CIA and SCOP are not deemed
beneficial owners of any of the securities of the Company held by the Reporting
Persons.
William E. Conway, Jr., Frank C. Carlucci, III, Daniel A. D'Aniello,
Richard G. Darman, David M. Rubenstein and James A. Baker, III are managing
members of TCG, and, in such capacity, such individuals may be deemed to share
beneficial ownership of any shares of Common Stock owned by TCG. Such
individuals expressly disclaim any such beneficial ownership.
(c) The following chart describes the transactions that were effected
in the Company's common stock since July 26, 2000. All such purchases were in
the open market.
<TABLE>
<CAPTION>
July 27, 2000 July 28, 2000 June 31, 2000
------------------- -------------------- --------------------
Number Number Number
of Price of Price of Price
Shares per Shares per Shares per
Purchased Share Purchased Share Purchased Share
--------- ----- --------- ------ --------- ------
<S> <C> <C> <C> <C> <C> <C>
CPII 36,581 $4.81 27,435 $4.54 69,649 $4.46
CPIII 1,662 4.81 1,246 4.54 3,164 4.46
CIPII 30,937 4.81 23,203 4.54 58,903 4.46
CIPIII 1,652 4.81 1,239 4.54 3,146 4.46
C/SIP 6,919 4.81 5,190 4.54 13,175 4.46
CIG 38 4.81 29 4.54 74 4.46
CIT 3,519 4.81 2,639 4.54 6,700 4.46
CITI 3,161 4.81 2,371 4.54 6,018 4.46
CIM 15,531 4.81 11,648 4.54 29,571 4.46
------- ------- ------
Total 100,000 75,000 190,400
</TABLE>
<TABLE>
<CAPTION>
August 2, 2000 August 3, 2000
-------------------- --------------------
Number Price Number Price
of Shares per of Shares per
Purchased Share Purchased Share
--------- ------- --------- -------
<S> <C> <C> <C> <C>
CPII 18,290 $4.20 10,608 $4.37
CPIII 831 4.20 482 4.37
CIPII 15,468 4.20 8,972 4.37
CIPIII 826 4.20 479 4.37
C/SIP 3,460 4.20 2,007 4.37
CIG 21 4.20 11 4.37
CIT 1,759 4.20 1,020 4.37
CITI 1,580 4.20 917 4.37
CIM 7,765 4.20 4,504 4.37
--------- ---------
Total 50,000 29,000
</TABLE>
(d) No person other than the Reporting Persons is known to the
Reporting Persons to have the right to receive or the power to direct the
receipt of dividends from, or the proceeds from the sale of, the shares of Stock
of the Company owned by the Reporting Persons.
(e) Not applicable.
19
<PAGE>
SIGNATURE
---------
After reasonable inquiry and to the best of the knowledge and belief
of the undersigned, the undersigned certify that the information set forth in
this statement is true, complete and correct.
Dated: August 4, 2000
CARLYLE PARTNERS II, L.P.
By: TC Group, L.L.C., its General
Partner
By: TCG Holdings, L.L.C., its
Managing Member
By: /s/ Daniel A. D'Aniello
---------------------------
Name: Daniel A. D'Aniello
---------------------------
Title: Managing Director
---------------------------
CARLYLE SBC PARTNERS II L.P.
By: TC Group, L.L.C., its
General Partner
By: TCG Holdings, L.L.C., its
Managing Member
By: /s/ Daniel A. D'Aniello
---------------------------
Name: Daniel A. D'Aniello
---------------------------
Title: Managing Director
---------------------------
CARLYLE INTERNATIONAL
PARTNERS II, L.P.
By: TC Group, L.L.C., its General Partner
By: TCG Holdings, L.L.C., its
Managing Member
By: /s/ Daniel A. D'Aniello
---------------------------
Name: Daniel A. D'Aniello
---------------------------
Title: Managing Director
---------------------------
20
