SCHEDULE 13D
CUSIP No. 000794107 Page 1 of 24
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 2)
ACC Corp.
---------
(Name of Issuer)
Class A Common Stock, par value $.015 per share
-----------------------------------------------
(Title of Class of Securities)
000794107
---------
(CUSIP Number)
Robert M. Van Degna
Fleet Equity Partners
50 Kennedy Plaza
Providence, RI 02903
(401) 278-6770
- --------------------------------------------------------------------------------
(Name, Address and Telephone Number of Person Authorized to Receive Notices and
Communications)
September 17, 1996
------------------
(Date of Event which Requires Filing of this Statement)
If the filing person has previously filed a statement on Schedule 13G to report
the acquisition which is the subject of this Schedule 13D, and is filing this
schedule because of Rule 13d-1 (b) (3) or (4), check the following box.
Check the following box if a fee is being paid with the statement.
(A fee is not required only if the reporting person: (1) has a previous
statement on file reporting beneficial ownership of more than five percent of
the class of securities described in Item 1; and (2) has filed no amendment
subsequent thereto reporting beneficial ownership of five percent or less of
such class.) (See Rule 13d-7)
Note: Six copies of this statement, including all exhibits, should be filed with
the Commission. See Rule 13d-1 (a) for other parties to whom copies are to be
sent.
* The remainder of this cover page shall be filled out for a reporting person's
initial filing on this form with respect to the subject class of securities, and
for any subsequent amendment containing information which would alter
disclosures provided in a prior cover page.
The information required on the remainder of this cover page shall not be deemed
to be "filed" for the purpose of Section 18 of the Securities Exchange Act of
1934 ("Act") or otherwise subject to liabilities of that section of the Act but
shall be subject to all other provisions of the Act (however, see the Notes).
<PAGE>
SCHEDULE 13D
CUSIP No. 000794107 Page 2 of 24
1. NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO.
Fleet Venture Resources, Inc.
TIN #: 05-0315508
2. CHECK THE APPROPRIATE BOX IF A MEMBER OF GROUP
(a)
(b) X
3. SEC USE ONLY
4. SOURCE OF FUNDS*
Not Applicable
5. CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS
2(D) OR 2(E)
6. CITIZENSHIP OR PLACE OF ORGANIZATION
Rhode Island
7. SOLE VOTING POWER
None
8. SHARED VOTING POWER
685,125
9. SOLE DISPOSITIVE POWER
None
10. SHARED DISPOSITIVE POWER
685,125
11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
685,125
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%
14. TYPE OF REPORTING PERSON
CO
<PAGE>
SCHEDULE 13D
CUSIP No. 000794107 Page 3 of 24
1. NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Fleet Equity Partners VI, L.P.
TIN #: 05-0481063
2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a)
(b) X
3. SEC USE ONLY
4. SOURCE OF FUNDS*
Not Applicable
5. CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS
2(D) OR 2(E)
6. CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
7. SOLE VOTING POWER
None
8. SHARED VOTING POWER
293,625
9. SOLE DISPOSITIVE POWER
None
10. SHARED DISPOSITIVE POWER
293,625
11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
293,625
12. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES*
13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
1.7%
14. TYPE OF REPORTING PERSON*
PN
<PAGE>
SCHEDULE 13D
CUSIP No. 000794107 Page 4 of 24
1. NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Fleet Growth Resources II, Inc.
TIN #: 05-0481064
2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a)
(b) X
3. SEC USE ONLY
4. SOURCE OF FUNDS*
Not Applicable
5. CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS
2(D) OR 2(E)
6. CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
7. SOLE VOTING POWER
None
8. SHARED VOTING POWER
293,625
9. SOLE DISPOSITIVE POWER
None
10. SHARED DISPOSITIVE POWER
293,625
11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
293,625
12. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES*
13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
1.7%
14. TYPE OF REPORTING PERSON*
CO
<PAGE>
SCHEDULE 13D
CUSIP No. 000794107 Page 5 of 24
1. NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Fleet Growth Resources, Inc.
TIN #: 05-0401134
2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a)
(b) X
3. SEC USE ONLY
4. SOURCE OF FUNDS*
Not Applicable
5. CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS
2(D) OR 2(E)
6. CITIZENSHIP OR PLACE OF ORGANIZATION
Rhode Island
7. SOLE VOTING POWER
None
8. SHARED VOTING POWER
293,625
9. SOLE DISPOSITIVE POWER
None
10. SHARED DISPOSITIVE POWER
293,625
11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
293,625
12. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES*
13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
1.7%
14. TYPE OF REPORTING PERSON*
CO
<PAGE>
SCHEDULE 13D
CUSIP No. 000794107 Page 6 of 24
1. NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Silverado IV Corp.
TIN #: 05-0481110
2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a)
(b) X
3. SEC USE ONLY
4. SOURCE OF FUNDS*
Not Applicable
5. CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS
2(D) OR 2(E)
6. CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
7. SOLE VOTING POWER
None
8. SHARED VOTING POWER
293,625
9. SOLE DISPOSITIVE POWER
None
10. SHARED DISPOSITIVE POWER
293,625
11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
293,625
12. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES*
13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
1.7%
14. TYPE OF REPORTING PERSON*
CO
<PAGE>
SCHEDULE 13D
CUSIP No. 0007946107 Page 7 of 24
1. NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Fleet Private Equity Co., Inc.
TIN #: 05-0471718
2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a)
(b) X
3. SEC USE ONLY
4. SOURCE OF FUNDS*
Not Applicable
5. CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS
2(D) OR 2(E)
6. CITIZENSHIP OR PLACE OF ORGANIZATION
Rhode Island
7. SOLE VOTING POWER
None
8. SHARED VOTING POWER
978,750
9. SOLE DISPOSITIVE POWER
None
10. SHARED DISPOSITIVE POWER
978,750
11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
978,750
12. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES*
13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
5.7%
14. TYPE OF REPORTING PERSON*
CO
<PAGE>
SCHEDULE 13D
CUSIP No. 000794107 Page 8 of 24
1. NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Chisholm Partners II, L.P.
TIN #: 05-0474058
2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a)
(b) X
3. SEC USE ONLY
4. SOURCE OF FUNDS*
Not Applicable
5. CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS
2(D) OR 2(E)
6. CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
7. SOLE VOTING POWER
None
8. SHARED VOTING POWER
108,750
9. SOLE DISPOSITIVE POWER
None
10. SHARED DISPOSITIVE POWER
108,750
11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
108,750
12. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES*
13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
0.6%
14. TYPE OF REPORTING PERSON*
PN
<PAGE>
SCHEDULE 13D
CUSIP No. 000794107 Page 9 of 24
1. NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Silverado II, L.P.
TIN #: 05-0474036
2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a)
(b) X
3. SEC USE ONLY
4. SOURCE OF FUNDS*
Not Applicable
5. CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS
2(D) OR 2(E)
6. CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
7. SOLE VOTING POWER
None
8. SHARED VOTING POWER
108,750
9. SOLE DISPOSITIVE POWER
None
10. SHARED DISPOSITIVE POWER
108,750
11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
108,750
12. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES*
13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
0.6%
14. TYPE OF REPORTING PERSON*
PN
<PAGE>
SCHEDULE 13D
CUSIP No. 000794107 Page 10 of 24
1. NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Silverado II, Corp.
TIN #: 05-0474043
2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a)
(b) X
3. SEC USE ONLY
4. SOURCE OF FUNDS*
Not Applicable
5. CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS
2(D) OR 2(E)
6. CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
7. SOLE VOTING POWER
None
8. SHARED VOTING POWER
108,750
9. SOLE DISPOSITIVE POWER
None
10. SHARED DISPOSITIVE POWER
108,750
11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
108,750
12. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES*
13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
0.6%
14. TYPE OF REPORTING PERSON*
CO
<PAGE>
SCHEDULE 13D
CUSIP No. 000794107 Page 11 of 24
1. NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Fleet Financial Group, Inc.
2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a)
(b) X
3. SEC USE ONLY
4. SOURCE OF FUNDS*
Not Applicable
5. CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS
2(D) OR 2(E)
6. CITIZENSHIP OR PLACE OF ORGANIZATION
Rhode Island
7. SOLE VOTING POWER
None
8. SHARED VOTING POWER
978,750
9. SOLE DISPOSITIVE POWER
None
10. SHARED DISPOSITIVE POWER
978,750
11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
978,750
12. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES*
13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
5.7%
14. TYPE OF REPORTING PERSON*
CO
<PAGE>
SCHEDULE 13D
CUSIP No. 000794107 Page 12 of 24
1. NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Robert M. Van Degna
2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a)
(b) X
3. SEC USE ONLY
4. SOURCE OF FUNDS*
Not Applicable
5. CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS
2(D) OR 2(E)
6. CITIZENSHIP OR PLACE OF ORGANIZATION
Rhode Island
7. SOLE VOTING POWER
7,500
8. SHARED VOTING POWER
1,087,500
9. SOLE DISPOSITIVE POWER
7,500
10. SHARED DISPOSITIVE POWER
1,087,500
11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,095,000
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%
14. TYPE OF REPORTING PERSON*
IN
<PAGE>
SCHEDULE 13D
CUSIP No. 000794107 Page 13 of 24
1. NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Habib Y. Gorgi
2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a)
(b) X
3. SEC USE ONLY
4. SOURCE OF FUNDS*
Not Applicable
5. CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS
2(D) OR 2(E)
6. CITIZENSHIP OR PLACE OF ORGANIZATION
Rhode Island
7. SOLE VOTING POWER
NONE
8. SHARED VOTING POWER
1,087,500
9. SOLE DISPOSITIVE POWER
NONE
10. SHARED DISPOSITIVE POWER
1,087,500
11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,087,500
12. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES*
13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
6.3%
14. TYPE OF REPORTING PERSON*
IN
<PAGE>
SCHEDULE 13D
CUSIP No. 000794107 Page 14 of 24
Item 1. Security and Issuer
This Amendment No. 2 to the Statement on Schedule 13D originally filed
on May 31, 1995 and as amended by Amendment No. 1 to Schedule 13D filed on
February 14, 1996 (the "Statement") is being filed with the Securities and
Exchange Commission (the "Commission") by the reporting persons identified in
Item 2 below (collectively, the "Reporting Persons") by virtue of their direct
and indirect beneficial ownership of shares of Class A Common Stock, par value
$.015 per share (the "Class A Common Stock") of ACC Corp., a Delaware
corporation (the "Company") as a result of their ownership of Series A Preferred
Stock, par value $1.00 per share (the "Series A Preferred Stock") and warrants
to purchase Class A Common Stock (the "Common Stock Warrants"), pursuant to Rule
13d-2 promulgated under the Securities Exchange Act of 1934, as amended. The
primary purpose of this Amendment No. 2 to Schedule 13D is to reflect the
Reporting Persons intention to sell shares of Class A Common Stock in a public
offering registered under the Securities Act of 1933, as amended (the "Proposed
Offering"). This Statement also reflects a three-for-two stock dividend on the
Class A Common Stock, which was distributed on August 8, 1996 to all holders of
record on July 3, 1996. The Statement hereby is amended as follows:
Item 2. Identity and Background.
(a) This Statement is being filed jointly by the following
parties; (I) Fleet Venture Resources, Inc., a Rhode Island corporation
("FVRI"), by virtue of its direct beneficial ownership of Class A
Common Stock (ii) Fleet Private Equity Co., Inc., a Rhode Island
Corporation ("FPEC"), by virtue of its ownership of all the
outstanding Common Stock of each of FVRI and Fleet Growth Resources,
Inc., a Rhode Island corporation ("FGR"), (iii) Fleet Financial Group,
Inc., a Rhode Island corporation ("FFGI"), by virtue of its ownership
of all the outstanding common stock of FPEC, (iv) Fleet Equity
Partners VI, L.P a limited partnership organized under the laws of
Delaware ("FEP"), by virtue of its direct beneficial ownership of
Class A Common Stock, (v) Fleet Growth Resources, II, Inc., a Delaware
corporation ("FGRII"), as a general partner of FEP, (vi) FGR, by
virtue of its ownership of all the outstanding common stock of FGRII,
(vii) Silverado IV Corp., a Delaware corporation ("SCIV"), as a
general partner of FEP, (viii) Chisholm Partners II, L.P., a limited
partnership organized under the laws of Delaware ("CP"), by virtue of
its direct beneficial ownership of Class A Common Stock, (ix)
Silverado II, L.P., a limited partnership organized under the laws of
Delaware ("SLP"), as the sole general partner of CP, (x) Silverado II
Corp., a Delaware corporation ("SCII"), by virtue of its ownership of
all the common stock of SLP, (xi) Robert M. Van Degna ("RMVD"), an
individual, by virtue of his direct beneficial ownership of 7,500
Class A Common Stock and indirect beneficial ownership of the shares
of Class A Common Stock held by FVRI, FEP and CP, and (xiii) Habib Y.
Gorgi ("HYG"), an individual, by virtue of his indirect beneficial
ownership of the shares of Class A Common Stock held by FVRI, FEP,
and CP. The foregoing entities are collectively referred to herein as
the "Reporting Persons".
Information with respect to each of the Reporting Persons is
given solely by such Reporting Person, and no Reporting Person assumes
responsibility for the accuracy or completeness of information
furnished by another Reporting Person. By their signature of this
Statement, each of the Reporting Persons agrees that this Statement is
filed on behalf of such Reporting Person.
Certain information required by this Item 2 concerning directors,
executives officers and general partners of the Reporting Persons
is set forth on Schedule A attached hereto, which is incorporated
herein by reference.
(b) The principal business address of each of FPEC, FVRI, FGR, FGRII,
SCIV, CP, SLP and SCII is 50 Kennedy Plaza, Providence, Rhode Island
02903. The principal business address
<PAGE>
SCHEDULE 13D
CUSIP No. 000794107 Page 15 of 24
of FFGI is 1 Federal Street, Boston, Massachusetts 02110. The principal
residence of RMVD is 355 Kent Drive, East Greenwich, Rhode Island, 02818. The
principal residence of HYG is 95 Tamarack Drive, East Greenwich, Rhode Island
02818.
(C) The principal business of each FEP, SCIV, FGRII, (a wholly owned
subsidiary of FGR) and FGR is making and managing private equity investments,
and in the case of SCIV and FGRII, acting as the general partners of FEP.
FPEC is a wholly owned subsidiary of FFGI and is principally engaged
in the business of making and managing private equity investments, FFGI is
principally engaged in the business of providing diversified financial
services, including services related to commercial banking, consumer
banking, investment services, asset collection and management services to
its subsidiaries, financial institutions and individuals.
The principal business of each CP, SLP and SCII is making and
managing private equity investments and, in the case of SLP serving as the sole
general partner of CP, and, in the case of SCII, serving as the sole general
partner of SLP.
The principal occupation of RMVD is Chairman and CEO of FPEC, FVRI,
FGR, FGRII, Chairman, CEO and Treasurer of SCII, and SCIV, conducting the
principal businesses of each which are described above.
The principal occupation of HYG is President of FPEC, FVRI, FGR,
FGRII, President and Secretary of SCII and SCIV, conducting the principal
businesses of each of which are described above.
(d) During the part five years, none of the Reporting Persons nor, to
the best knowledge of such persons, any of the persons named in Schedule A to
this Statement, has been convicted in a criminal proceeding (excluding traffic
violations or similar misdemeanors).
(e) During the past five years, none of the Reporting Persons
nor, to the best knowledge of such persons, any of the persons named
in Schedule A to this Statement, was a party to a civil proceeding of
a judicial or administrative body of competent jurisdiction as a
result of which such person was or is subject to a judgement, decree
or final order enjoining future violation of, or prohibiting or
mandating activity subject to, federal or state securities laws or
finding any violation with respect to such laws.
(f) RMVD is a citizen of the United States.
HYG is a citizen of the United States.
Item 3. Source and Amount of Funds or Other Consideration.
Not Applicable
Item 4. Purpose of Transaction
On September 9, 1996, FVRI, EEP and CP (collectively, the
"Investors") exercised their rights under a Registration Agreement,
dated as of May 22, 1995, between the Company and the Investors and
caused the Company to file with the Commission a registration
statement on Form S-3 (the "Registration Statement") for the offering
and sale of up to 1,087,500 shares of Class A Common Stock which may
be issued to the Investors or their permitted transferees upon the
election of the Investors or their permitted transferees to (i)
convert their shares of Series A Preferred Stock into 937,500 shares
of Class A Common Stock and (ii) to exercise the Common Stock Warrants
for 150,000 shares of Class A Common Stock. The Registration Statement
was filed on September 17, 1996.
<PAGE>
SCHEDULE 13D
CUSIP No. 000794107 Page 16 of 24
The Investors intend to sell the 1,087,500 shares of Class A Common
Stock issuable upon the conversion of the Series A Preferred Stock and
exercise the Common Stock Warrants to the public through Morgan
Stanley & Co. Incorporated ("Morgan Stanley") and Wheat, First
Securities, Inc. ("Wheat") in a firm commitment underwriting offering.
The Investors plan to sell the Common Stock Warrants directly to
Morgan Stanley and Wheat, who will resell the shares issuable upon the
exercise of the Common Stock Warrants to the public along with the
937,500 shares of Class A Common Stock purchased from the Investors.
The Proposed Offering is scheduled to be completed by October 15,
1996. To date, no definitive agreements have been executed by the
Investors and Morgan Stanley and Wheat and therefore no assurance can
be given that the Proposed Offering will be completed, or if
completed, on the terms set forth herein.
Item 5. Interest in Securities of the Issuer
Fleet Venture Resources, Inc. 685,125 (2) (4) 3.9%
Fleet Equity Partners VI, L.P. 293,625 (2) (4) 1.7%
Fleet Growth Resources II, Inc. 293,625 (2) (4) 1.7%
Fleet Growth Resources, Inc. 293,625 (2) (4) 1.7%
Silverado IV Corp. 293,625 (2) (4) 1.7%
Fleet Private Equity Co., Inc. 978,750 (2) (4) 5.7%
Chisholm Partners II, L.P. 108,750 (2) (4) 0.6%
Silverado II, L.P. 108,750 (2) (4) 0.6%
Silverado II Corp. 108,750 (2) (4) 0.6%
Fleet Financial Group, Inc. 978,750 (2) (4) 5.7%
Robert M. Van Degna 1,095,000 (2) (4) 6.4%
Habib Y. Gorgi 1,087,500 (2) (4) 6.3%
(1) The filing of this Statement shall not be construed as an admission by
any Reporting Person that, for the purposes of 13(d) or 13(g) of the Act, such
Reporting Person is the beneficial owner of any securities covered by this
Statement other than securities owned of record by such Reporting Person.
(2) These shares of Common Stock are not presently outstanding. However, they
are issuable upon conversion of the Series A Preferred, exercise of the
Warrants, and exercise of the Non-Employee Director Stock Options.
(3) Based on 15,298,347 shares of Class A Common Stock deemed outstanding after
giving effect to the three-for-two stock split of the Class A Common Stock
(17,149,876 assuming full conversion of the Series A Preferred Stock, the
Common Stock Warrants and the Non-Employee Director Stock Options), as
reported in the Company's report on Form 10-Q.
(4) Fleet Venture Resources, Inc. owns of record 6,300 Series A Preferred
Stock and 94,500 Common Stock Warrants, which, after giving effect to the
three-for-two stock split, in aggregate are convertible/exercisable into
685,125 shares of Class A Common Stock. In addition, Fleet Venture Resources,
Inc. owns 590,625 Contingent Common Stock Warrants which are exercisable only
if the Series A Preferred Stock is not converted into shares of common stock.
<PAGE>
SCHEDULE 13D
CUSIP No. 000794107 Page 17 of 24
FLEET EQUITY PARTNERS VI, L.P. owns of record 2,700 Series A Preferred
Stock and 40,500 Common Stock Warrants, which, after giving effect to the
three-for-two stock split, in aggregate are convertible/exercisable into
293,625 shares of Class A Common stock. In addition, Fleet Equity Partners
VI, L.P. owns 253,125 Contingent Common Stock Warrants which are
exercisable only if the Series A Preferred Stock is not converted into
shares of common stock.
FLEET GROWTH RESOURCES II, INC. is a General Partner of Fleet Equity
Partners VI, L.P., and as such may be deemed to possess indirect beneficial
ownership of the shares of Class A Common Stock deemed beneficially held by
Fleet Equity Partners VI, L.P.
FLEET GROWTH RESOURCES, INC. owns all of the outstanding common stock of
Fleet Growth Resources II, Inc., and as such may be deemed to possess
indirect beneficial ownership of the shares of Class A Common Stock deemed
beneficially held by Fleet Equity Partners VI, L.P.
Silverado IV Corp. is a General Partner of Fleet Equity Partners VI, L.P.,
and as such may be deemed to possess indirect beneficial ownership of the
shares of Class A Common Stock deemed beneficially held by Fleet Equity
Partners VI, L.P.
FLEET PRIVATE EQUITY CO., INC. owns all of the outstanding common stock of
Fleet Venture Resources, Inc. and Fleet Growth Resources, Inc., and as such
may be deemed to possess indirect beneficial ownership of the shares of
Class A Common Stock deemed beneficially held by Fleet Venture Resources,
Inc. and Fleet Equity Partners VI, L.P.
SILVERADO II CORP. is the General Partner of Silverado II, L.P. which is
the General Partner of Chisholm Partners II, L.P. and as such may be deemed
to possess indirect beneficial ownership of the shares of Class A Common
Stock deemed beneficially held by Chisholm Partners II, L.P.
SILVERADO II. L.P. is the General Partner of Chisholm Partners II, L.P.,
as such may be deemed to possess indirect beneficial ownership of the
shares of Class A Common Stock deemed beneficially held by Chisholm
Partners II, L.P.
CHISHOLM PARTNERS II, L.P. owns of record 1,000 Series A Preferred Stock
and 15,000 Common Stock Warrants, which, after giving effect to the three-
for-two stock split, in aggregate are convertible/exercisable into 108,750
shares of Class A Common Stock. In addition, Chisholm Partners II, L.P.
owns 93,750 Contingent Common Stock Warrants which are exercisable only if
the Series A Preferred Stock is not converted into shares of common stock.
FLEET FINANCIAL GROUP, INC. owns all of the outstanding common stock of
Fleet Private Equity Co., Inc., which owns Fleet Venture Resources, Inc.
and Fleet Growth Resources, Inc., and by virtue of the relationships
previously described, may thus be deemed to possess indirect beneficial
ownership of the shares of Class A Common Stock deemed beneficially held by
Fleet Venture Resources, Inc. and Fleet Growth Resources, Inc.
ROBERT M. VAN DEGNA owns of record 7,500 Non-Employee Director Stock
Options which are convertible into 7,500 shares of Class A Common Stock.
In addition, Robert M. Van Degna owns 7,500 Non-Employee Director Stock
Options which are not exercisable until June 14, 1997. Mr. Van Degna also
has shared investment and voting power with respect to the 1,087,500 shares
of Class A Common Stock issuable to FVRI, FEP and CP upon the conversion of
their Series A Preferred Stock and exercise of their Common Stock Warrants.
Mr. Van Degna disclaims beneficial ownership of the shares of Class A
Common Stock issuable to these entities, except for his limited partnership
interest in FEP and in the general partner of CP.
Habib Y. Gorgi has shared investment and voting power with respect to the
1,087,500 shares of Class A Common Stock issuable to FVRI, FEP and CP upon
the conversion of their Series A Preferred Stock and exercise of their
Common Stock Warrants. Mr. Gorgi disclaims beneficial ownership of the
shares of Class A Common Stock issuable to these entities, except for his
limited partnership interest in FEP and in the general partner of CP.
Item 6. Contracts, Arrangements, Understandings or Relationships with
Respect to Securities of the Issuer.
Except as set forth in the previous Filing and as set forth in
the September 17, 1996 Registration Statement on Form S-3, none
of the Reporting Persons has any contract, arrangement,
understanding or relationship (legal or otherwise) with any
person with respect to securities of the Company, including but
not limited to, transfer or voting of any of the Company
securities, finder's fees, joint ventures, loan or option
arrangements, puts or calls, guarantees of profits, division of
profits or loss, or the giving or withholding of proxies.
<PAGE>
SCHEDULE 13D
CUSIP No. 000794107 Page 18 of 24
Item 7. Materials to be Filed as Exhibits.
None.
<PAGE>
SCHEDULE 13D
CUSIP No. 000794107 Page 19 of 24
SIGNATURES
After reasonable inquiry and to the best of our knowledge and belief, the
undersigned certify that the information set forth in this statement is true,
complete and correct.
September 17, 1996 FLEET VENTURE RESOURCES, INC.
/s/ Robert M. Van Degna
_________________________
By Robert M. Van Degna
Its Chairman & CEO
<PAGE>
SCHEDULE 13D
CUSIP No. 000794107 Page 20 of 24
Schedule A
Set forth below are the names and present principal occupations of each of
the executive officers and directors of FEP, SCIV, FGRII, FGR, FVRI, FPEC, CP
and SCII. Except as otherwise set forth below, the principal business address
of each such person is 50 Kennedy Plaza, Providence, Rhode Island 02903. All of
the persons listed below are United States citizens.
I. Directors and Executive Officers of FPEC, FVRI, FGR, FGRII.
<TABLE><CAPTION>
(A) Directors Principal Occupation
<S> <C>
Robert M. Van Degna Chairman and CEO, FPEC
Habib Y. Gorgi President, FPEC
H. Jay Sarles Vice Chairman, FFGI
Brian T. Moynihan Vice President, FFGI
Douglas L. Jacobs Vice President, FFGI
(B) Executive Officers Principal Occupation
Robert M. Van Degna Chairman and CEO, FPEC
Habib Y. Gorgi President, FPEC
Riordon B. Smith Senior Vice President, FPEC
Michael A. Gorman Vice President, FPEC
Cynthia L. Balasco Vice President, Assistant Secretary, Controller
and CFO, FPEC
Paula M. Gianlorenzo Assistant Vice President, FPEC
Thadeus J. Mocarski Vice President, FPEC
Bernard V. Buonnano, III Assistant Vice President, FPEC
Gregory M. Barr Investment Officer, FPEC
Brian T. Moynihan Assistant Secretary, FPEC
Kathleen A. Lawson Secretary, FPEC
Richard R. Pannone Treasurer, FPEC
II. Directors and Executive Officers of SCII.
(A) Directors Principal Occupation
Robert M. Van Degna Chairman and CEO, Treasurer, and Director, SCII
Habib Y. Gorgi President, Secretary, and Director, SCII
</TABLE>
<PAGE>
SCHEDULE 13D
CUSIP No. 000794107 Page 21 of 24
III. Directors and Executive Officers of SCIV.
<TABLE><CAPTION>
(A) Directors Principal Occupation
<S> <C>
Robert M. Van Degna Chairman and CEO, Treasurer and Director, SCIV
Habib Y. Gorgi President, Secretary and Director, SCIV
(B) Executive Officers Principal Occupation
Robert M. Van Degna Chairman and CEO, Treasurer and Director, SCIV
Habib Y. Gorgi President, Secretary and Director, SCIV
</TABLE>
IV. Directors and Executive Officers of FFGI.
(A) Directors Principal Occupation/Address
Joel B. Alvord Chairman
Fleet Financial Group, Inc.
1 Federal Street
Boston, MA 02110
William Barnet, III President and CEO
William Barnet & Son, Inc.
P.O. Box 131 1300 Hayne Street
Arcadia, SC 20320
Bradford R. Boss Chairman
A.T. Cross Company
One Albion Road
Lincoln, RI 02865
Stillman B. Brown President
Harcott Corporation
196 Trumball Street, 4th Floor
Hartford, CT 06103
Paul J. Choquette, Jr. President
Gilbane Building Company
Seven Jackson Walkway
Providence, RI 02940
John T. Collins Chairman and CEO
The Collins Group, Inc.
Two International Place, Floor 27
Boston, MA 02110
<PAGE>
SCHEDULE 13D
CUSIP No. 000794107 Page 22 of 24
Bernard M. Fox Chairman, President and CEO
Northeast Utilities
P.O. Box 270
Hartford, CT 06141
James F. Hardymon Chairman and CEO
Textron Inc.
40 Westminster Street
Providence, RI 02903
Robert M. Kavner Managing Director
Kavner & Associates
9830 Wilshire Boulevard
Beverly Hills, CA 90212
Raymond C. Kennedy Chairman
Kendell Holdings, Inc.
745 Warren Street
Hudson, NY 12534
Robert J. Matura Chairman and CEO
Robert J. Matura Associates
84 Lynam Road
Stamford, CT 06903
Arthur C. Milot Private Investor
P.O. Box 456
Jamestown, RI 02835
Terrence Murray President and CEO
Fleet Financial Group, Inc.
1 Federal Street
Boston, MA 02110
Thomas D. O'Connor, Sr. Chairman and CEO
Mohawk Paper Mills, Inc.
465 Saratoga Street
P.O. Box 497
Cohoes, NY 12047
Michael B. Picotte Managing General Partner and CEO
The Picotte Companies
20 Corporate Woods Blvd.
Suite 600
Albany, NY 12211
Lois D. Rice Guest Scholar
Program in Economic Studies
Brookings Institution
2332 Massachusetts Avenue, N.W.
Washington, D.C. 20008
<PAGE>
SCHEDULE 13D
CUSIP No. 000794107 Page 23 of 24
John R. Riedman Chairman
Reidman Corp.
Reidman Tower
45 East Avenue
Rochester, NY 14604
John S. Scott Retired Chairman
Richardson-Vicks Inc.
1191 Smith Ridge Road
New Canaan, CT 06840
Samuel O. Thier CEO
Partners Healthcare System, Inc.
Prudential Tower - 11th Floor
800 Boylston Street
Boston, MA 02199
Paul R. Tregurtha Chairman and CEO
Mormac Marine Group, Inc.
Three Landmark Square
Stamford, CT 06901
(B) Executive Officers Principal Occupation/Business
Address
Joel B. Alvord Chairman
Fleet Financial Group, Inc.
1 Federal Street
Boston, MA 02110
David L. Eyles Executive Vice President and
Chief Credit Policy Officer
Fleet Financial Group, Inc.
777 Main Street
Hartford, CT 06115
Anne M. Ficucane Senior Vice President
Fleet Financial Group, Inc.
1 Federal Street
Boston, MA 02110
Robert B. Hedges, Jr. Senior Vice President
Fleet Financial Group, Inc.
1 Federal Street
Boston, MA 02110
Robert J. Higgins Vice Chairman
Fleet Financial Group, Inc.
50 Kennedy Plaza
Providence, RI 02903
<PAGE>
SCHEDULE 13D
CUSIP No. 000794107 Page 24 of 24
Eugene M. McQuade Executive Vice President and CEO
Fleet Financial Group, Inc.
1 Federal Street
Boston, MA 02110
Brian T. Moynihan Managing Director, Strategic Planning
and Corporate Development
Fleet Financial Group, Inc.
1 Federal Street
Boston, MA 02110
Terrence Murray President and CEO
Fleet Financial Group, Inc.
1 Federal Street
Boston, MA 02110
William C. Mutterperl Senior Vice President, Secretary and
General Counsel
Fleet Financial Group, Inc.
1 Federal Street
Boston, MA 02110
Gunnar S. Overstrom, Jr. Vice Chairman
Fleet Financial Group, Inc.
777 Main Street
Hartford, CT 06115
H. Jay Sarles Vice Chairman
Fleet Financial Group, Inc.
1 Federal Street
Boston, MA 02110
Anne M. Slattery Senior Vice President
Fleet Financial Group, Inc.
777 Main Street
Hartford, CT 06115
M. Anne Szostak Senior Vice President
Fleet Financial Group, Inc.
50 Kennedy Plaza
Providence, RI 02903
Michael R. Zucchini Vice Chairman
Fleet Financial Group, Inc.
50 Kennedy Plaza
Providence, RI 02903
