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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. )*
IFX Corporation
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(Name of Issuer)
Common Stock
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(Title of Class of Securities)
449518-20-8
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(CUSIP Number)
Scott J. Bakal
2 N. LaSalle Street
Suite 2200
Chicago, Illinois 60602
(312) 269-8000
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(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)
July 28, 2000
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(Date of Event which Requires Filing of this Statement)
If the filing person has previously filed a statement of Schedule 13G to
report the acquisition that is the subject of this Schedule 13D, and is filing
this schedule because of (S)(S)240.12d-1(f) or 240.13d-1(g), check the following
box [_].
NOTE: Schedules filed in paper format shall include a signed original and
five copies of the schedule, including all exhibits. See (S)240.13d-7(b) for
other parties to whom copies are to be sent.
*The remainder of this cover page shall be filled out for a reporting
person's initial filing on this form with respect to the subject class of
securities, and for any subsequent amendment containing information which would
alter disclosures provided in a prior cover page.
The information required on the remainder of this cover page shall not be
deemed to be "filed" for the purpose of Section 18 of the Securities Exchange
Act of 1934 ("Act") or otherwise subject to the liabilities of that section of
the Act but shall be subject to all other provisions of the Act (however, see
the Notes).
(continued on following pages)
Page 1 of 5 Pages
-
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CUSIP NO. 449518-20-8 13D Page 2 of 5 Pages
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NAME OF REPORTING PERSON
1 S.S OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Scott J. Bakal, as Trustee of the Casty Grantor Subtrust
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CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
2 (a) [_]
(b) [_]
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SEC USE ONLY
3
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SOURCE OF FUNDS*
4
OO
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CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT
TO ITEMS 2(d) or 2(e) [_]
5
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CITIZENSHIP OR PLACE OF ORIGIN
6
Illinois
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SOLE VOTING POWER
7
NUMBER OF
3,061,410
SHARES -----------------------------------------------------------
SHARED VOTING POWER
BENEFICIALLY 8
OWNED BY None
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EACH SOLE DISPOSITIVE POWER
9
REPORTING
3,061,410
PERSON -----------------------------------------------------------
SHARED DISPOSITIVE POWER
WITH 10
None
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
11
3,061,410
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CHECK BOX IF THE AGGREGATE AMOUNT IN ROW 11 EXCLUDES CERTAIN SHARES*
12
[_]
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PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 11
13
23.02%
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TYPE OF REPORTING PERSON*
14
OO
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*SEE INSTRUCTIONS BEFORE FILLING OUT!
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CUSIP NO. 449518-20-8 13D Page 3 of 5 Pages
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ITEM 1. Security and Issuer
Common Stock, $.02 per share ("Common Stock")
IFX Corporation
707 Skokie Blvd.
5th Floor
Northbrook, Illinois 60062
ITEM 2. Identity and Background
(a) Name:
Scott J. Bakal, as Trustee of the Casty Grantor Subtrust
(b) Business Address:
2 N. LaSalle Street
Suite 2200
Chicago, Illinois 60602
(c) Occupation
Attorney-Partner
Neal, Gerber & Eisenberg
2 N. LaSalle Street
Suite 2200
Chicago, Illinois 60602
(d) Mr. Bakal, during the last five years, has not been
convicted in a criminal proceeding.
(e) Mr. Bakal, during the last five years was not a party to a
civil proceeding of a judicial or administrative body of
competent jurisdiction which as a result of such proceeding was
subject to a judgment, decree or final order enjoining future
violations of, or prohibiting or mandating activities subject
to, federal or state securities laws or finding any violation
with respect to such laws.
(f) Citizenship:
United States
ITEM 3. Source and Amount of Funds or Other Consideration
The Casty Grantor Subtrust (the "Trust") issued a promissory note,
dated July 28, 2000, a copy of which is attached hereto as Exhibit A
and incorporated herein by reference (the "Note"), in the amount of
$22,960,275 to Lee S. Casty as the purchase price for the purchase of
the Common Stock of the Issuer reported herein. Interest is payable
annually at the rate of 6.20% and the principal amount is payable on
July 28, 2020. The Note is secured by the Common Stock purchased
thereby pursuant to a Pledge Agreement dated as of July 28, 2000
between the Trust and Mr. Casty, a copy of which is attached hereto
and incorporated herein by reference as Exhibit B.
ITEM 4. Purpose of Transaction
On July 28, 2000, Mr. Casty sold 3,061,410 shares of Common Stock of
the Issuer at a price of $7.50 per share to the Casty Grantor
Subtrust pursuant to a Stock Purchase Agreement dated as of July 12,
2000 between the Trust and Mr. Casty, a copy of which is attached
hereto as Exhibit C and incorporated herein by reference. The trustee
of the Trust is Scott J. Bakal and the beneficiaries of the Trust are
Mr. Casty's children. Mr. Casty has no voting or dispositive power
over the shares of Common Stock held by the Trust. The Trust acquired
the Common Stock for investment purposes.
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CUSIP NO. 449518-20-8 13D Page 4 of 5 Pages
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ITEM 5. Interest in Securities of the Issuer
(a) 3,061,410 shares of Common Stock are held directly by the Trust.
(b) Scott J. Bakal, as Trustee of the Trust, has sole power to vote
or to direct the vote and sole power to dispose or to direct the
disposition of 3,061,410 shares of the Common Stock held directly
by the Trust.
(c) On July 28, 2000 Lee S. Casty sold 3,061,410 shares of Common
Stock to the Trust in exchange for a promissory note in the
amount of $22,960,575 from the Trust.
(d) No other person has the right to receive or the power to direct
the receipt of dividends from, or the proceeds from the sale of
the Common Stock.
(e) Not Applicable.
ITEM 6. Contracts, Arrangements, Understandings or Relationships With Respect
to Securities of Issuer.
The Trust has succeeded to all rights of Lee S. Casty pursuant to the
Stockholders Agreement, dated as of June 15, 2000, a copy of which is attached
hereto as Exhibit D and incorporated herein by reference (the "Stockholders
Agreement"), by and among the Issuer; UBS Capital Americas III, L.P.; UBS
Capital LLC; International Technology Investments, LLC; Lee S. Casty, Joel
Eidelstein and Michael Shalom. In accordance with the Stockholders Agreement,
the Trust cannot sell more than the amount of Common Stock permitted by Rule
144(e) of the Securities Act of 1933 without the consent of Americas III and UPS
Capital LLC. Additionally, Americas III and UBS Capital LLC have certain rights
of first refusal on, and certain rights to participate in, transfers of capital
stock of the Company by the Trust and other stockholders party thereto.
The Trust is entitled to appoint one director to the Issuer's Board. The
Trust has also succeeded to the rights of Lee S. Casty under a Registration
Rights Agreement, dated as of June 15, 2000, by and among the Issuer, Americas
III, UBS Capital LLC, International Technology Investments, LLC and Lee S.
Casty, a copy of which is attached hereto as Exhibit E and incorporated by
reference (the "Registration Rights Agreement"). To the knowledge of the
Reporting Persons, except as set forth herein or in the Exhibits filed herewith
or incorporated by reference, neither the Reporting Persons nor, to the
knowledge of the Reporting Persons, any of their members, directors or executive
officers have any contracts, arrangements, understandings or relationships
(legal or otherwise) with any person with respect to any securities of the
Issuer, finder's fees, joint ventures, loan or option arrangements, puts or
calls, guarantees or profits, division or profits or losses or the giving or
withholding of proxies.
ITEM 7. Material to be filed as Exhibits
Exhibit A Promissory Note dated July 28, 2000.
Exhibit B Pledge Agreement dated as of July 28, 2000 between Lee S. Casty and
the Trust.
Exhibit C Stock Purchase Agreement dated as of July 12, 2000 between Lee S.
Casty and the Trust.
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CUSIP NO. 449518-20-8 13D Page 5 of 5 Pages
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Exhibit D Stockholders Agreement, dated as of June 15, 2000, by and among the
Issuer, Americas III, UBS Capital LLC, International Technology
Investments, LLC, Lee S. Casty, Joel Eidelstein and Michael Shalom
(excluding exhibits).
Exhibit E Registration Rights Agreement, dated as of June 15, 2000, by and
among the Company, Americas III, UBS Capital LLC, International
Technology Investments, LLC and Lee S. Casty.
Signature
After reasonable inquiry and to the best of my knowledge and belief,
I certify that the information set forth in this statement is true,
complete and correct.
Date: August 7, 2000 /s/ Scott J. Bakal
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Scott J. Bakal, as Trustee of the Casty Grantor Subtrust
