<PAGE>
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
-----------------------------------------
(Amendment No. 4)
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
July 26, 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. 4 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: 7,139,910/1/
---------
9. Sole Dispositive Power: 0
---------
10. Shared Dispositive Power: (See Item 5(a)) 2,079,183
---------
11. Aggregate Amount Beneficially Owned by Each Reporting Person:
7,139,910/1/
---------
12. Check Box if the Aggregate Amount in Row (11) Excludes Certain Shares [_]
13. Percent of Class Represented by Amount in Row (11): 24.2%/2/
-----
14. Type of Reporting Person:
PN
_________________
/1/ Including (i) 252,844 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
<PAGE>
AMENDMENT NO. 4 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: 7,139,910/3/
---------
9. Sole Dispositive Power: 0
---
10. Shared Dispositive Power: (See Item 5(a)) 94,421
------
11. Aggregate Amount Beneficially Owned by Each Reporting Person:
7,139,910/3/
---------
12. Check Box if the Aggregate Amount in Row (11) Excludes Certain Shares [_]
13. Percent of Class Represented by Amount in Row (11): 24.2%/4/
-----
14. Type of Reporting Person:
PN
____________________
/3/ Including (i) 11,485 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. 4 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: 1,744,113/5/
---------
9. Sole Dispositive Power: 0
---
10. Shared Dispositive Power: (See Item 5(a)) 1,744,113
---------
11. Aggregate Amount Beneficially Owned by Each Reporting Person:
1,744,113/5/
---------
12. Check Box if the Aggregate Amount in Row (11) Excludes Certain Shares [_]
13. Percent of Class Represented by Amount in Row (11): 5.9%/6/
----
14. Type of Reporting Person:
PN
________________
/5/ Including (i) 213,838 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. 4 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: 93,515/7/
------
9. Sole Dispositive Power: 0
----
10. Shared Dispositive Power: (See Item 5(a)) 93,515
------
11. Aggregate Amount Beneficially Owned by Each Reporting Person:
93,515/7/
------
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) 11,420 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. 4 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: 392,300/9/
-------
9. Sole Dispositive Power: 0
----
10. Shared Dispositive Power: (See Item 5(a)) 392,300
-------
11. Aggregate Amount Beneficially Owned by Each Reporting Person:
392,300/9/
-------
12. Check Box if the Aggregate Amount in Row (11) Excludes Certain Shares [_]
13. Percent of Class Represented by Amount in Row (11): 1.3%/10/
----
14. Type of Reporting Person:
PN
______________________
/9/ Including (i) 47,826 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
<PAGE>
AMENDMENT NO. 4 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: 2,171/11/
-----
9. Sole Dispositive Power: 0
-----
10. Shared Dispositive Power: (See Item 5(a)) 2,171
-----
11. Aggregate Amount Beneficially Owned by Each Reporting Person:
2,171/11/
-----
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) 264 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. 4 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: 7,139,910/13/
---------
9. Sole Dispositive Power: 0
----
10. Shared Dispositive Power: (See Item 5(a)) 224,172
-------
11. Aggregate Amount Beneficially Owned by Each Reporting Person:
7,139,910/13/
---------
12. Check Box if the Aggregate Amount in Row (11) Excludes Certain Shares [_]
13. Percent of Class Represented by Amount in Row (11): 24.2%/14/
-----
14. Type of Reporting Person:
PN
________________________
/13/ Including (i) 24,325 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
<PAGE>
AMENDMENT NO. 4 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: 2,429,217/15/
---------
9. Sole Dispositive Power: 0
----
10. Shared Dispositive Power: (See Item 5(a)) 2,429,217
---------
11. Aggregate Amount Beneficially Owned by Each Reporting Person:
2,429,217/15/
---------
12. Check Box if the Aggregate Amount in Row (11) Excludes Certain Shares [_]
13. Percent of Class Represented by Amount in Row (11): 8.2%/16/
----
14. Type of Reporting Person:
PN
____________________
/15/ Including (i) 21,847 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. 4 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. 4 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: 7,139,910/19/
---------
9. Sole Dispositive Power: 0
-----
10. Shared Dispositive Power: 7,139,910/19/
---------
11. Aggregate Amount Beneficially Owned by Each Reporting Person:
7,139,910/19/
---------
12. Check Box if the Aggregate Amount in Row (11) Excludes Certain Shares [_]
13. Percent of Class Represented by Amount in Row (11): 24.2%/20/
-----
14. Type of Reporting Person:
OO (Limited Liability Company)
________________
/19/ Including (i) 583,849 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. 4 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: 7,139,910/21/
---------
9. Sole Dispositive Power: 0
-----
10. Shared Dispositive Power: 7,139,910/21/
---------
11. Aggregate Amount Beneficially Owned by Each Reporting Person:
7,139,910/21/
---------
12. Check Box if the Aggregate Amount in Row (11) Excludes Certain Shares [_]
13. Percent of Class Represented by Amount in Row (11): 24.2%/22/
-----
14. Type of Reporting Person:
OO (Limited Liability Company)
____________________
/21/ Including (i) 583,849 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
<PAGE>
AMENDMENT NO. 4 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: 874,305/23/
-------
8. Shared Voting Power: 0
----
9. Sole Dispositive Power: (See Item 5(a) 874,305
-------
10. Shared Dispositive Power: 0
-----
11. Aggregate Amount Beneficially Owned by Each Reporting Person:
874,305/23/
-------
12. Check Box if the Aggregate Amount in Row (11) Excludes Certain Shares [_]
13. Percent of Class Represented by Amount in Row (11): 3.7%/24/
----
14. Type of Reporting Person:
OO* (Limited Liability Company)
__________________
/23/ Including (i) 107,351 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
<PAGE>
This Amendment No. 4 to Schedule 13D amends the Schedule 13D and the first,
second and third amendments as filed with the Commission on February 9, 1998,
November 27, 1996, June 20, 2000 and July 3, 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 5.
Terms used but not defined herein have the meaning ascribed to such term in
the Schedule 13D, Amendment No. 1, Amendment No. 2 or Amendment No. 3 to the
Schedule 13D.
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/ 252,844 1,516,047 310,292 2,079,183
----------------------------------------------------------------------------------------------------------------
CPIII/25/ 11,485 68,773 14,163 94,421
----------------------------------------------------------------------------------------------------------------
CIPII 213,838 1,268,357 261,918 1,744,113
----------------------------------------------------------------------------------------------------------------
CIPIII 11,420 67,983 14,112 93,515
----------------------------------------------------------------------------------------------------------------
C/SIP 47,826 285,502 58,972 392,300
----------------------------------------------------------------------------------------------------------------
CIG 264 1,581 326 2,171
----------------------------------------------------------------------------------------------------------------
CIT/25/ 24,325 165,873 33,974 224,172
----------------------------------------------------------------------------------------------------------------
CITI 21,847 1,995,353 412,017 2,429,217
----------------------------------------------------------------------------------------------------------------
CITII - 66,929 13,889 80,818
----------------------------------------------------------------------------------------------------------------
TC GROUP 583,849 5,436,399 1,119,662 7,139,910
----------------------------------------------------------------------------------------------------------------
TCG 583,849 5,436,399 1,119,662 7,139,910
----------------------------------------------------------------------------------------------------------------
CIM 107,351 636,616 130,338 874,305
----------------------------------------------------------------------------------------------------------------
REPORTING 691,200 6,073,015 1,250,000 8,014,215
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/ .9% 5.1% 1.1% 7.1%
-----------------------------------------------------------------------------------------------------------------
CPIII/27/ .0% .2% .0% .3%
-----------------------------------------------------------------------------------------------------------------
CIPII .7% 4.3% .9% 5.9%
-----------------------------------------------------------------------------------------------------------------
CIPIII .0% .2% .0% .3%
-----------------------------------------------------------------------------------------------------------------
C/SIP .2% 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 2.0% 18.5% 3.8% 24.2%
-----------------------------------------------------------------------------------------------------------------
TCG 2.0% 18.5% 3.8% 24.2%
-----------------------------------------------------------------------------------------------------------------
CIM .5% 2.7% .6% 3.7%
-----------------------------------------------------------------------------------------------------------------
REPORTING 2.5% 21.2% 4.4% 27.9%
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 252,844 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 2,079,183. 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 7,139,910 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 11,485 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 94,421. 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 7,139,910 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 213,838 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 1,744,113. 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 11,420 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 93,515. 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 47,826 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 392,300. 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 264 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 2,171. 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 24,325 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 224,172. 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 7,139,910 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 21,847 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 2,429,217. 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 583,849 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 7,139,910 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 107,351 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 874,305. 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 691,200 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 8,014,215.
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 3, 2000. All such purchases were in
the open market.
<TABLE>
<CAPTION>
July 5, 2000 July 6, 2000 June 7, 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 9,365 $5.01 7,755 $5.09 3,914 $5.00
CPIII 425 5.01 352 5.09 178 5.00
CIPII 7,920 5.01 6,559 5.09 3,310 5.00
CIPIII 423 5.01 350 5.09 177 5.00
C/SIP 1,771 5.01 1,467 5.09 740 5.00
CIG 10 5.01 8 5.09 4 5.00
CIT 901 5.01 746 5.09 377 5.00
CITI 809 5.01 670 5.09 338 5.00
CIM 3,976 5.01 3,293 5.09 1,662 5.00
------- ------- ------
Total 25,600 21,200 10,700
</TABLE>
<TABLE>
<CAPTION>
July 14, 2000 July 17, 2000 July 18, 2000
-------------------- -------------------- --------------------
Number Price Number Price Number Price
of Shares per of Shares per of Shares per
Purchased Share Purchased Share Purchased Share
--------- ------- --------- ------- --------- -------
<S> <C> <C> <C> <C> <C> <C>
CPII 1,829 $5.19 12,181 $5.18 11,047 $5.24
CPIII 83 5.19 553 5.18 502 5.24
CIPII 1,547 5.19 10,302 5.18 9,343 5.24
CIPIII 83 5.19 550 5.18 499 5.24
C/SIP 346 5.19 2,304 5.18 2,090 5.24
CIG 1 5.19 13 5.18 11 5.24
CIT 176 5.19 1,172 5.18 1,063 5.24
CITI 158 5.19 1,053 5.18 955 5.24
CIM 777 5.19 5,172 5.18 4,690 5.24
--------- --------- --------
Total 5,000 33,300 30,200
</TABLE>
<TABLE>
<CAPTION>
July 19, 2000 July 21, 2000 July 24, 2000
-------------------- -------------------- ------------------
Number Price Number Price Number Price
of Shares per of Shares per of Shares per
Purchased Share Purchased Share Purchased Share
--------- ------- --------- ------- --------- ------
<S> <C> <C> <C> <C> <C> <C>
CPII 1,353 $5.25 8,048 $5.13 3,658 $5.06
CPIII 61 5.25 366 5.13 166 5.06
CIPII 1,145 5.25 6,806 5.13 3,094 5.06
CIPIII 61 5.25 363 5.13 165 5.06
C/SIP 256 5.25 1,522 5.13 692 5.06
CIG 2 5.25 9 5.13 4 5.06
CIT 130 5.25 774 5.13 352 5.06
CITI 117 5.25 695 5.13 316 5.06
CIM 575 5.25 3,417 5.13 1,553 5.06
--------- --------- ---------
Total 3,700 22,000 10,000
</TABLE>
<TABLE>
<CAPTION>
July 25, 2000 July 26, 2000
-------------------- --------------------
Number Price Number Price
of Shares per of Shares per
Purchased Share Purchased Share
--------- ------- --------- -------
<S> <C> <C> <C> <C>
CPII 32,923 $4.78 27,435 $4.80
CPIII 1,496 4.78 1,246 4.80
CIPII 27,843 4.78 23,203 4.80
CIPIII 1,487 4.78 1,239 4.80
C/SIP 6,227 4.78 5,190 4.80
CIG 34 4.78 29 4.80
CIT 3,167 4.78 2,639 4.80
CITI 2,845 4.78 2,371 4.80
CIM 13,978 4.78 11,648 4.80
--------- ---------
Total 90,000 75,000
</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: July 28, 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
