<PAGE>
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
-----------------------------------------
(Amendment No. 2)
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
June 13, 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: [_]
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AMENDMENT NO. 2 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: 6,556,061/1/
---------
9. Sole Dispositive Power: 0
---------
10. Shared Dispositive Power: (See Item 5(a)) 1,826,339
---------
11. Aggregate Amount Beneficially Owned by Each Reporting Person:
6,556,061
---------
12. Check Box if the Aggregate Amount in Row (11) Excludes Certain Shares [_]
13. Percent of Class Represented by Amount in Row (11): 22.3%/2/
-----
14. Type of Reporting Person:
PN
_________________
/1/ Including (i) 1,516,047 shares receivable upon conversion of 11,507 Shares
of Cumulative Convertible Participating Preferred Stock, (ii) 310,292
shares receivable upon exercise of certain warrants, and (iii) 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. 2 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: 6,556,061/3/
---------
9. Sole Dispositive Power: 0
---
10. Shared Dispositive Power: (See Item 5(a)) 82,936
------
11. Aggregate Amount Beneficially Owned by Each Reporting Person:
6,556,061/1/
---------
12. Check Box if the Aggregate Amount in Row (11) Excludes Certain Shares [_]
13. Percent of Class Represented by Amount in Row (11): 22.3%/4/
-----
14. Type of Reporting Person:
PN
____________________
/3/ Including (i) 68,773 shares receivable upon conversion of 522 Shares of
Cumulative Convertible Participating Preferred Stock, (ii) 14,163 shares
receivable upon exercise of certain warrants, and (iii) 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
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AMENDMENT NO. 2 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: 1,530,275/5/
---------
9. Sole Dispositive Power: 0
---
10. Shared Dispositive Power: (See Item 5(a)) 1,530,275
---------
11. Aggregate Amount Beneficially Owned by Each Reporting Person:
1,530,275/1/
---------
12. Check Box if the Aggregate Amount in Row (11) Excludes Certain Shares [_]
13. Percent of Class Represented by Amount in Row (11): 5.2%/6/
----
14. Type of Reporting Person:
PN
________________
/5/ Including (i) 1,268,357 shares receivable upon conversion of 9,627 Shares
of Cumulative Convertible Participating Preferred Stock, and (ii) 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
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AMENDMENT NO. 2 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: 82,095/7/
------
9. Sole Dispositive Power: 0
----
10. Shared Dispositive Power: (See Item 5(a)) 82,095
------
11. Aggregate Amount Beneficially Owned by Each Reporting Person:
82,095/1/
------
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) 67,983 shares receivable upon conversion of 516 Shares of
Cumulative Convertible Participating Preferred Stock, and (ii) 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
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AMENDMENT NO. 2 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: 344,474/9/
-------
9. Sole Dispositive Power: 0
----
10. Shared Dispositive Power: (See Item 5(a)) 344,474
-------
11. Aggregate Amount Beneficially Owned by Each Reporting Person:
344,474/1/
-------
12. Check Box if the Aggregate Amount in Row (11) Excludes Certain Shares [_]
13. Percent of Class Represented by Amount in Row (11): 1.2%/10/
----
14. Type of Reporting Person:
PN
______________________
/9/ Including (i) 285,502 shares receivable upon conversion of 2,167 Shares of
Cumulative Convertible Participating Preferred Stock and (ii) 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. 2 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: 1,907/11/
-----
9. Sole Dispositive Power: 0
-----
10. Shared Dispositive Power: (See Item 5(a)) 1,907
-----
11. Aggregate Amount Beneficially Owned by Each Reporting Person:
1,907/1/
-----
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) 1,581 shares receivable upon conversion of 12 Shares of
Cumulative Convertible Participating Preferred Stock and (ii) 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
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AMENDMENT NO. 2 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: 6,556,061/13/
---------
9. Sole Dispositive Power: 0
----
10. Shared Dispositive Power: (See Item 5(a)) 199,847
-------
11. Aggregate Amount Beneficially Owned by Each Reporting Person:
6,556,061/1/
---------
12. Check Box if the Aggregate Amount in Row (11) Excludes Certain Shares [_]
13. Percent of Class Represented by Amount in Row (11): 22.3%/14/
-----
14. Type of Reporting Person:
PN
________________________
/13/ Including (i) 165,873 shares receivable upon conversion of 1,259 Shares of
Cumulative Convertible Participating Preferred Stock, (ii) 33,974 shares
receivable upon exercise of certain warrants and (iii) 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. 2 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: 2,407,370/15/
---------
9. Sole Dispositive Power: 0
----
10. Shared Dispositive Power: (See Item 5(a)) 2,407,370
---------
11. Aggregate Amount Beneficially Owned by Each Reporting Person:
2,407,370/1/
---------
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) 1,995,353 shares receivable upon conversion of 15,145 Shares
of Cumulative Convertible Participating Preferred Stock and (ii) 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
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AMENDMENT NO. 2 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:
80,818/1/
------
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%/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
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AMENDMENT NO. 2 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: 6,556,061/19/
---------
9. Sole Dispositive Power: 0
-----
10. Shared Dispositive Power: 6,556,061/1/
---------
11. Aggregate Amount Beneficially Owned by Each Reporting Person:
6,556,061/21/
---------
12. Check Box if the Aggregate Amount in Row (11) Excludes Certain Shares [_]
13. Percent of Class Represented by Amount in Row (11): 22.3%/20/
-----
14. Type of Reporting Person:
OO (Limited Liability Company)
________________
/19/ Including 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 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
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AMENDMENT NO. 2 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: 6,556,061/21/
---------
9. Sole Dispositive Power: 0
-----
10. Shared Dispositive Power: 6,556,061/1/
---------
11. Aggregate Amount Beneficially Owned by Each Reporting Person:
6,556,061/1/
---------
12. Check Box if the Aggregate Amount in Row (11) Excludes Certain Shares [_]
13. Percent of Class Represented by Amount in Row (11): 22.3%/22/
-----
14. Type of Reporting Person:
OO (Limited Liability Company)
____________________
/21/ Including 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 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. 2 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: 766,954/23/
-------
8. Shared Voting Power: 0
----
9. Sole Dispositive Power: (See Item 5(a) 766,954
-------
10. Shared Dispositive Power: 0
-----
11. Aggregate Amount Beneficially Owned by Each Reporting Person:
766,954/1/
-------
12. Check Box if the Aggregate Amount in Row (11) Excludes Certain Shares [_]
13. Percent of Class Represented by Amount in Row (11): 3.2%/24/
----
14. Type of Reporting Person:
OO* (Limited Liability Company)
__________________
/23/ Including 636,616 shares receivable upon conversion of 4,832 Shares of
Cumulative Convertible Participating Preferred Stock 130,338 shares
receivable upon exercise of certain warrants over which the Reporting
Person possesses sole power of disposition and 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. 2 to Schedule 13D amends the Schedule 13D and the first
amendment as filed with the Commission on February 9, 1998 and November 27,
1996, 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") (1) to revise Item 4 to provide that The Carlyle Group
has announced an intention of the Reporting Persons to purchase up to one
million shares of the Company's Common Stock in the open market in the manner
and to the extent described below, and (2) to reflect the receipt of the
Reporting Persons shares of Preferred Stock as a dividend in kind that was paid
on Preferred Stock during 1998.
Terms used but not defined herein have the meaning ascribed to such term in
the Schedule 13D or Amendment No. 1 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.
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
14
<PAGE>
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).
15
<PAGE>
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.
Item 5. Interest in Securities of the Issuer.
(a) Shares of Common Stock Beneficially Owned
16
<PAGE>
<TABLE>
<CAPTION>
----------------------------------------------------------------------------------------------------------------
RIGHT TO COMMON
STOCK UPON WARRANTS: RIGHT
CONVERSION OF TO PURCHASE
CONVERTIBLE COMMON STOCK TOTAL BENEFICIAL
PREFERRED STOCK FROM THE COMPANY OWNERSHIP
----------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C>
CPII/25/ 1,516,047 310,292 1,826,339
----------------------------------------------------------------------------------------------------------------
CPIII/1/ 68,773 14,163 82,936
----------------------------------------------------------------------------------------------------------------
CIPII 1,268,357 261,918 1,530,275
----------------------------------------------------------------------------------------------------------------
CIPIII 67,983 14,112 82,095
----------------------------------------------------------------------------------------------------------------
C/SIP 285,502 58,972 344,474
----------------------------------------------------------------------------------------------------------------
CIG 1,581 326 1,907
----------------------------------------------------------------------------------------------------------------
CIT/1/ 165,873 33,974 199,847
----------------------------------------------------------------------------------------------------------------
CITI 1,995,353 412,017 2,407,370
----------------------------------------------------------------------------------------------------------------
CITII 66,929 13,889 80,818
----------------------------------------------------------------------------------------------------------------
TC GROUP 5,436,399 1,119,662 6,556,061
----------------------------------------------------------------------------------------------------------------
TCG 5,436,399 1,119,662 6,556,061
----------------------------------------------------------------------------------------------------------------
CIM 636,616 130,338 766,954
----------------------------------------------------------------------------------------------------------------
REPORTING 6,073,015 1,250,000 7,323,015
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.
17
<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
CONVERTIBLE COMMON STOCK TOTAL BENEFICIAL
PREFERRED STOCK FROM THE COMPANY OWNERSHIP
-----------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C>
CPII/27/ 5.1% 1.1% 6.2%
-----------------------------------------------------------------------------------------------------------------
CPIII/2/ .2% .0% .2%
-----------------------------------------------------------------------------------------------------------------
CIPII 4.3% .9% 5.2%
-----------------------------------------------------------------------------------------------------------------
CIPIII .2% .0% .2%
-----------------------------------------------------------------------------------------------------------------
C/SIP 1.0% .2% 1.2%
-----------------------------------------------------------------------------------------------------------------
CIG .0% .0% .0%
-----------------------------------------------------------------------------------------------------------------
CIT/2/ .6% .1% .7%
-----------------------------------------------------------------------------------------------------------------
CITI 6.8% 1.4% 8.2%
-----------------------------------------------------------------------------------------------------------------
CITII .2% .2% .3%
-----------------------------------------------------------------------------------------------------------------
TC GROUP 18.5% 3.8% 22.3%
-----------------------------------------------------------------------------------------------------------------
TCG 18.5% 3.8% 22.3%
-----------------------------------------------------------------------------------------------------------------
CIM 2.7% .6% 3.2%
-----------------------------------------------------------------------------------------------------------------
REPORTING 21.2% 4.4% 25.5%
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.
18
<PAGE>
(b) CPII is currently the beneficial owner of 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 1,826,339. 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 6,556,061 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 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 82,936. 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 6,556,061 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 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 1,530,275. 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 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 82,095. 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 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 344,474. 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 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 1,907. CIG shares the power to vote and the power to dispose these
shares with TC Group as its general partner.
19
<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 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 199,847. 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 6,556,061 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 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 2,407,370. 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 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 6,556,061 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 4,692 shares of Preferred Stock (which converts into 586,500
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 716,838. 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 46,095 shares of
Preferred Stock (which converts into 6,073,016 shares of Common Stock) and
1,250,000 Warrants to purchase
20
<PAGE>
1,250,000 shares of Common Stock. Reporting Persons thus have voting rights and
disposal rights of all such shares, totaling 7,323,015.
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) Not applicable.
(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.
21
<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: June 20, 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
---------------------------
22
<PAGE>
CARLYLE INTERNATIONAL
PARTNERS III, 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
---------------------------
C/S INTERNATIONAL PARTNERS
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 INVESTMENT GROUP, 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
-----------------------------
23
<PAGE>
CARLYLE-IT INTERNATIONAL PARTNERS, 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-IT 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
-----------------------------
24
<PAGE>
CARLYLE-IT 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
-----------------------------
CARLYLE INVESTMENT
MANAGEMENT, L.L.C.
By: /s/ Daniel A. D'Aniello
-----------------------------
Name: Daniel A. D'Aniello
-----------------------------
Title: Managing Director
-----------------------------
State Board of Administration of Florida
separate account maintained pursuant to
an Investment Management Agreement dated
as of September 6, 1996 by and between
the State Board of Administration of
Florida, Carlyle Investment Group, L.P.
and Carlyle Investment Management L.L.C.
By: Carlyle Investment
Management, L.L.C.
By: /s/ Daniel A. D'Aniello
-----------------------------
Name: Daniel A. D'Aniello
-----------------------------
Title: Managing Director
-----------------------------
25
