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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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SCHEDULE 13D
Under the Securities Exchange Act of 1934
WINSTAR COMMUNICATIONS, INC.
(Name of Issuer)
COMMON STOCK, $.01 PAR VALUE
(CONVERTIBLE FROM SERIES G SENIOR CUMULATIVE
PARTICIPATING CONVERTIBLE PREFERRED STOCK)
(Title of Class of Securities)
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975515107
(Cusip Number)
Credit Suisse First Boston Equity Partners, L.P.
Credit Suisse First Boston Equity Partners (Bermuda), L.P.
EMA Private Equity Fund 1999, L.P.
Constellation Equity Partners, L.P.
Credit Suisse First Boston Advisory Partners, LLC
Credit Suisse First Boston (Bermuda) Limited
Credit Suisse First Boston
Hemisphere Private Equity Partners, Ltd.
Hemisphere Trust Company Limited
(Name of Persons Filing Statement)
Hartley R. Rogers
Managing Director
Credit Suisse First Boston Private Equity Division
11 Madison Avenue
New York, NY 10010
212 325-2000
(Name, Address and Telephone Number of
Person Authorized to Receive Notices
and Communications)
February 1, 2000
(Date of Event which Requires Filing of this Statement)
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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 statement because of Rule 13d-1(b)(3) or (4), check the following: [ ]
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Page 1 of 31
<PAGE>
SCHEDULE 13D
- - --------------------------------------- -------------------------
CUSIP No. 975515107 Page 2 of 31 Pages
- - --------------------------------------- -------------------------
NAME OF REPORTING PERSON
1 S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Credit Suisse First Boston Equity Partners, L.P.
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) [ ]
2 (b) [X]
3 SEC USE ONLY
4 SOURCE OF FUNDS
WC
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
3,241,941 shares of Common Stock, par
NUMBER OF SHARES value $0.01
BENEFICIALLY OWNED BY EACH
REPORTING PERSON WITH 8 SHARED VOTING POWER
0
9 SOLE DISPOSITIVE POWER
3,241,941 shares of Common Stock, par
value $0.01
10 SHARED DISPOSITIVE POWER
0
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 3,241,941
shares of Common Stock, par value $0.01
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES [ ]
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
5.5%
14 TYPE OF REPORTING PERSON
PN
SEC 1746 (9-88) 2 of 7
<PAGE>
SCHEDULE 13D
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CUSIP No. 975515107 Page 3 of 31 Pages
- - --------------------------------------- -------------------------
NAME OF REPORTING PERSON
1 S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Credit Suisse First Boston Equity Partners (Bermuda), L.P.
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) [ ]
(b) [X]
3 SEC USE ONLY
4 SOURCE OF FUNDS
WC
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS
2(d) or 2(e) [ ]
6 CITIZENSHIP OR PLACE OF ORGANIZATION
Bermuda
7 SOLE VOTING POWER
906,207 shares of Common Stock, par
value $0.01
NUMBER OF SHARES
BENEFICIALLY OWNED BY EACH 8 SHARED VOTING POWER
REPORTING PERSON WITH 0
9 SOLE DISPOSITIVE POWER
906,207 shares of Common Stock, par
value $0.01
10 SHARED DISPOSITIVE POWER
0
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
906,207 shares of Common Stock, par value $0.01
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES [ ]
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
1.6%
14 TYPE OF REPORTING PERSON
PN
SEC 1746 (9-88) 2 of 7
<PAGE>
SCHEDULE 13D
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CUSIP No. 975515107 Page 4 of 31 Pages
- - --------------------------------------- -------------------------
NAME OF REPORTING PERSON
1 S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
EMA Private Equity Fund 1999, L.P.
13-4065031
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) [ ]
(b) [X]
3 SEC USE ONLY
4 SOURCE OF FUNDS
WC
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
296,296 shares of Common Stock, par
value $0.01
NUMBER OF SHARES 8 SHARED VOTING POWER
BENEFICIALLY OWNED BY EACH 0
REPORTING PERSON WITH
9 SOLE DISPOSITIVE POWER
296,296 shares of Common Stock, par
value $0.01
10 SHARED DISPOSITIVE POWER
0
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
296,296 shares of Common Stock, par value $0.01
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES [ ]
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
0.5%
14 TYPE OF REPORTING PERSON
PN
SEC 1746 (9-88) 2 of 7
<PAGE>
SCHEDULE 13D
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CUSIP No. 975515107 Page 5 of 31 Pages
- - --------------------------------------- -------------------------
NAME OF REPORTING PERSON
1 S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Constellation Equity Partners, L.P.
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) [ ]
(b) [X]
3 SEC USE ONLY
4 SOURCE OF FUNDS
WC
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
1,481,482 shares of Common Stock, par
value $0.01
NUMBER OF SHARES 8 SHARED VOTING POWER
BENEFICIALLY OWNED BY EACH 0
REPORTING PERSON WITH
9 SOLE DISPOSITIVE POWER
1,481,482 shares of Common Stock, par
value $0.01
10 SHARED DISPOSITIVE POWER
0
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,481,482 shares of Common Stock, par value $0.01
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES [ ]
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
2.6%
14 TYPE OF REPORTING PERSON
PN
SEC 1746 (9-88) 2 of 7
<PAGE>
SCHEDULE 13D
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CUSIP No. 975515107 Page 6 of 31 Pages
- - --------------------------------------- -------------------------
NAME OF REPORTING PERSON
1 S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Credit Suisse First Boston Advisory Partners, LLC
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
0
NUMBER OF SHARES
BENEFICIALLY OWNED BY EACH 8 SHARED VOTING POWER
REPORTING PERSON WITH 0
9 SOLE DISPOSITIVE POWER
5,925,926 shares of Common Stock, par
value $0.01
10 SHARED DISPOSITIVE POWER
0
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
5,925,926 shares of Common Stock, par value $0.01
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES [ ]
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
9.6%
14 TYPE OF REPORTING PERSON
IA
SEC 1746 (9-88) 2 of 7
<PAGE>
SCHEDULE 13D
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CUSIP No. 975515107 Page 7 of 31 Pages
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NAME OF REPORTING PERSON
1 S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Credit Suisse First Boston (Bermuda) Limited
98-0186105
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
Bermuda
7 SOLE VOTING POWER
NUMBER OF SHARES 296,296 shares of Common Stock,
BENEFICIALLY OWNED BY EACH par value $0.01
REPORTING PERSONS WITH
8 SHARED VOTING POWER
0
9 SOLE DISPOSITIVE POWER
0
10 SHARED DISPOSITIVE POWER
0
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
296,296 shares of Common Stock, par value $0.01
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES [ ]
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
0.5%
14 TYPE OF REPORTING PERSON
CO
SEC 1746 (9-88) 2 of 7
<PAGE>
SCHEDULE 13D
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CUSIP No. 975515107 Page 8 of 31 Pages
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NAME OF REPORTING PERSON
1 S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Credit Suisse First Boston, on behalf of the Credit Suisse First
Boston Business Unit
CH-0203923549
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
Switzerland
7 SOLE VOTING POWER
296,296 shares of Common Stock, par
NUMBER OF SHARES value $0.01
BENEFICIALLY OWNED BY EACH
REPORTING PERSONS WITH 8 SHARED VOTING POWER
11,725 shares of Common Stock, par
value $0.01
9 SOLE DISPOSITIVE POWER
5,925,926 shares of Common Stock, par
value $0.01
10 SHARED DISPOSITIVE POWER
11,725 shares of Common Stock, par
value $0.01
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
5,937,651 shares of Common Stock, par value $0.01
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES [ ]
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
9.6%
14 TYPE OF REPORTING PERSON
BK, HC, OO
SEC 1746 (9-88) 2 of 7
<PAGE>
SCHEDULE 13D
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CUSIP No. 975515107 Page 9 of 31 Pages
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NAME OF REPORTING PERSON
1 S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Hemisphere Private Equity Partners, Ltd.
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
Bermuda
7 SOLE VOTING POWER
5,629,630 shares of Common Stock, par
value $0.01
NUMBER OF SHARES 8 SHARED VOTING POWER
BENEFICIALLY OWNED BY EACH 0
REPORTING PERSON WITH
9 SOLE DISPOSITIVE POWER
0
10 SHARED DISPOSITIVE POWER
0
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
5,629,630 shares of Common Stock, par value $0.01
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES [ ]
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
9.1%
14 TYPE OF REPORTING PERSON
CO
SEC 1746 (9-88) 2 of 7
<PAGE>
SCHEDULE 13D
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CUSIP No. 975515107 Page 10 of 31 Pages
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NAME OF REPORTING PERSON
1 S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Hemisphere Trust Company Limited
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
Bermuda
7 SOLE VOTING POWER
5,629,630 shares of Common Stock, par
value $0.01
NUMBER OF SHARES
BENEFICIALLY OWNED BY EACH 8 SHARED VOTING POWER
REPORTING PERSON WITH 0
9 SOLE DISPOSITIVE POWER
0
10 SHARED DISPOSITIVE POWER
0
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
5,629,630 shares of Common Stock, par value $0.01
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES [ ]
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
9.1%
14 TYPE OF REPORTING PERSON
HC
SEC 1746 (9-88) 2 of 7
<PAGE>
Item 1. Security and Issuer.
The class of equity securities to which this statement relates is the
Common Stock, $.01 par value per share (the "Common Shares"), of Winstar
Communications, Inc., a Delaware corporation (the "Issuer"). The principal
executive offices of the Issuer are located at 685 Third Avenue, New York, NY
10017.
This Schedule 13D is being filed due to the recent acquisition (as
described below in Item 3) of Series G Senior Cumulative Participating
Convertible Preferred Stock, $.01 par value per share (the "Series G Shares"),
of the Issuer. The Series G Shares are convertible into Common Shares at any
time at the option of the holder of Series G Shares. Each holder of Series G
Shares is entitled to vote on all matters and is entitled to that number of
votes equal to the number of Common Shares into which such holder's Series G
Shares could be converted.
Item 2. Identity and Background.
This Schedule 13D is being filed by the following entities (each of which
is a "Reporting Person" and together the "Reporting Persons"):
(1) Credit Suisse First Boston Equity Partners, L.P., a Delaware limited
partnership ("CSFBEP"),
(2) Credit Suisse First Boston Equity Partners (Bermuda), L.P., a Bermuda
limited partnership ("CSFBEP Bermuda"),
(3) EMA Private Equity Fund 1999, L.P., a Delaware limited partnership
("EMA"),
(4) Constellation Equity Partners, L.P., a Delaware limited partnership
("Constellation," and together with CSFBEP, CSFBEP Bermuda and EMA,
the "CSFB Funds"),
(5) Credit Suisse First Boston Advisory Partners, LLC, a Delaware limited
liability company ("CSFB Advisory Partners") and investment advisor
to CSFBEP, CSFBEP Bermuda and Constellation,
(6) Credit Suisse First Boston (Bermuda) Limited, a Bermuda company
limited by shares ("CSFB Bermuda Limited"), the general partner of
EMA,
(7) Credit Suisse First Boston (the "Bank"), a Swiss bank, on behalf of
itself and its consolidated subsidiaries, including CSFB Advisory
Partners, CSFB Bermuda Limited and Credit Suisse First Boston
Corporation ("CSFBC"), a Massachusetts corporation and a
broker-dealer registered under the Securities Exchange Act of 1934,
to the extent that they constitute part of the Credit Suisse First
Boston business unit (the "CSFB Business Unit"),
(8) Hemisphere Private Equity Partners, Ltd., a Bermuda company limited
by shares ("Hemisphere"), the general partner of CSFBEP, CSFBEP
Bermuda and Constellation, and
(9) The Hemisphere Private Equity Partners Charitable Trust, a trust
created pursuant to the laws of Bermuda ("Hemisphere Trust") and sole
beneficial owner of Hemisphere.
The CSFB Funds are the holders of the Series G Shares and the underlying
Common Shares reported herein. The principal business office of each of the
CSFB Funds, CSFB Advisory Partners and CSFB Bermuda Limited is 11 Madison
Avenue, New York, New York 10010.
Pursuant to investment advisory agreements with CSFBEP, CSFBEP Bermuda and
Constellation, CSFB Advisory Partners makes all investment decisions for these
three CSFB Funds, including the decision to buy, sell or hold securities which
comprise the assets of each of the CSFB Funds. In addition, EMA must invest in
and dispose of its portfolio securities pro rata and simultaneously with CSFBEP
pursuant to EMA's limited partnership agreement. Thus, CSFB Advisory Partners
may be deemed to be the beneficial owner of the Series G Shares and
Page 11 of 31
<PAGE>
the underlying Common Shares owned by the CSFB Funds. CSFB Advisory Partners is
a wholly-owned subsidiary of the Bank. The investment committee of CSFB
Advisory Partners that oversees the investment decisions made for the CSFB
Funds includes employees of the Private Equity Division ("Private Equity
Division") of the CSFB Business Unit. The Private Equity Division reports
directly to a board of directors of Credit Suisse First Boston Private Equity
("CSFBPE"), a wholly-owned subsidiary of Credit Suisse Group ("CSG"). Such
board of directors is comprised in part of executive officers of CSG; both CSG
and CSFBPE are corporations formed under the laws of Switzerland.
CSFB Bermuda Limited is the general partner of EMA and thus manages and
controls the affairs of EMA which, unlike the other CSFB Funds, is not advised
in its investment decisions by CSFB Advisory Partners. However, pursuant to its
limited partnership agreement, EMA must invest in and dispose of its portfolio
securities pro rata and simultaneously with CSFBEP. CSFB Bermuda Limited is a
wholly-owned subsidiary of the Bank.
The CSFB Business Unit is engaged in the investment banking, equity, fixed
income and derivatives and private equity investment businesses on a worldwide
basis. The CSFB Business Unit's investment banking and registered broker-dealer
business is conducted (in part) by CSFBC, an indirect wholly-owned subsidiary
of the Bank. The Bank and its consolidated subsidiaries engage in other
separately managed activities, most of which constitute the independently
operated Credit Suisse Asset Management business unit, which provides asset
management and investment advisory services to institutional investors
worldwide. The Bank's registered head office is located at Uetlibergstrasse
231, P.O. Box 900, CH-8045 Zurich, Switzerland.
The ultimate parent company of the Bank is CSG. The principal business of
CSG is acting as a holding company for a global financial services group with
five distinct specialized business units that are independently operated. In
addition to the two business units referred to above, CSG and its consolidated
subsidiaries (other than the Bank and its subsidiaries) are comprised of (a)
the Credit Suisse Private Banking business unit that engages in global private
banking business, (b) the Credit Suisse business unit that engages in the Swiss
domestic banking business and (c) the Winterthur business unit that engages in
the global insurance business. CSG's business address is: Paradeplatz 8,
CH-8001, Zurich, Switzerland.
CSG, for purposes of certain federal securities laws, may be deemed
ultimately to control the Bank and the CSFB Business Unit (including the
Private Equity Division). Due to the separate management and independent
operation of its business units, CSG disclaims beneficial ownership of Common
Shares that may be beneficially owned by its direct and indirect subsidiaries
other than the CSFB Business Unit, CSFB Advisory Partners and CSFB Bermuda
Limited. To the best of its knowledge, CSG and its executive officers and
directors do not beneficially own Common Shares other than as reported in this
Schedule 13D. CSG hereby undertakes to amend this Schedule 13D, if necessary,
to include any material information required by Items 2 through 6 of Schedule
13D with respect to any Common Shares that may be beneficially owned by
executive officers or directors of CSG.
Hemisphere is the general partner of CSFBEP, CSFBEP Bermuda and
Constellation and, other than the investment activities for which CSFB Advisory
Partners is responsible, thus manages and controls the affairs of these three
CSFB Funds. Hemisphere is engaged in the business of acting as general partner
to collective investment vehicles organized as limited partnerships.
Hemisphere's business address is Hemisphere House, Nine Church Street, Hamilton
HM11, Hamilton, Bermuda. Hemisphere is controlled by Hemisphere Trust, a trust
created for the purpose of acting as beneficial owner of Hemisphere. The
business address of Hemisphere Trust is: Hemisphere House, Nine Church Street,
Hamilton HM11, Hamilton, Bermuda. The Hemisphere Trust Company Limited is the
trustee of Hemisphere Trust and is an indirect, wholly-owned subsidiary of
Mutual Risk Management Ltd., a Bermuda company limited by shares. Mutual Risk
Management Ltd. is an international risk management company whose principal
business address is: 44 Church Street, Hamilton HM12, Bermuda. To the extent
that The Hemisphere Trust Company Limited controls the Hemisphere in its
capacity as trustee of Hemisphere Trust, Mutual Risk Management Ltd. is the
ultimate parent company of Hemisphere.
The name, citizenship, residence or business address and present principal
occupation or employment, and the name, principal business and address of any
corporation or other organization in which such employment is conducted, of
each executive officer and director of each of CSG, the CSFB Business Unit,
CSFB Advisory
Page 12 of 31
<PAGE>
Partners, CSFB Bermuda Limited, Hemisphere and Hemisphere Trust Company Limited
are set forth on Schedules I-VI which is incorporated herein by reference. None
of the CSFB Funds has any officers or directors separate from the officers and
directors of its general partner.
None of the Reporting Persons, any of the executive officers or directors
of such persons, CSG or, to the best of its knowledge, any of its executive
officers or directors, in each case which are listed on Schedules I-VI, during
the last five years (a) has been convicted in a criminal proceeding (excluding
traffic violations or similar misdemeanors) or (b) has been a party to a civil
proceeding of a judicial or administrative body of competent jurisdiction and
as a result of such proceeding was or is subject to a judgment, decree or final
order enjoining future violations of, or prohibiting or mandating activities
subject to, U.S. Federal or State securities laws or finding any violation with
respect to such laws.
Item 3. Source and Amount of Funds or Other Consideration.
The beneficial ownership interest in the Common Shares was obtained
pursuant to the Securities Purchase Agreement dated as of December 15, 1999
among the Issuer and one of its wholly-owned subsidiaries, CSFBEP, CSFBEP
Bermuda, EMA and several other purchasers (the "Securities Purchase
Agreement"). Constellation acquired its beneficial ownership of the Common
Shares pursuant to an Assignment and Assumption Agreement dated as of January
12, 2000 among the CSFB Funds. The acquisition of the Series G Shares by the
CSFB Funds was made in exchange for $400,000,000. The cash consideration came
from working capital of each of the CSFB Funds.
Separate from the transaction described above in this Item 3 and in
connection with its regular broker-dealer activities, CSFBC (i) engages in
purchase and sale transactions in the Common Shares, including in connection
with program trading in baskets of securities which include the Common Shares
and (ii) engages in purchase and sale transactions in the Common Shares and
certain shares of preferred stock of the Issuer that are convertible into
Common Shares ("Convertible Shares") as a market maker. As of the filing date,
CSFBC held a net position (including Convertible Shares on an as-converted
basis) of 11,725 Common Shares in its trading account, acquired from time to
time in open market transactions in the ordinary course of business, using
working capital funds. The CSFB Business Unit, by virtue of the Bank's 100
percent indirect ownership of CSFBC, may be deemed to share the power to vote
or direct the vote and dispose or direct the disposition of the Common Shares
held by CSFBC pursuant to its trading activities described above.
Item 4. Purpose of Transaction.
The CSFB Funds have acquired the Series G Shares for investment. The CSFB
Funds intend to review from time to time the Issuer's business affairs and
financial position. Based on such evaluation and review, as well as general
economic and industry conditions existing at the time, the CSFB Funds may
consider from time to time various alternative courses of action. Subject to
the Shareholders Agreement (as described in Item 6), such actions may include
the acquisition of Common Shares or additional Series G Shares through open
market purchases, privately negotiated transactions, tender offer, exchange
offer or otherwise. Alternatively, such actions may involve the sale of all or
a portion of Common Shares or Series G Shares in the open market, in privately
negotiated transactions, through a public offering or otherwise. Except as set
forth above, the CSFB Funds have no plans or proposals which relate to or would
result in any of the transactions described in subparagraphs (a) through (j) of
Item 4 of Schedule 13D. Hartley R. Rogers, a managing director of CSFB Advisory
Partners, has been named to the Board of Directors of the Issuer.
CSFBC intends to continue to engage in purchase and sale transactions in
the Common Shares through its trading account, including in connection with its
program trading in baskets of securities which include the Common Shares and
its market making activities in the Common Shares and the Convertible Shares.
Page 13 of 31
<PAGE>
Item 5. Interest in Securities of the Issuer.
(a) The CSFB Funds have acquired and, for the purpose of Rule 13d-3
promulgated under the Exchange Act, beneficially own, 400,000 Series G Shares,
representing approximately 44.4% of the outstanding Series G Shares of the
Issuer. By virtue of holding these Series G Shares, the CSFB Funds beneficially
own, on an as-converted basis as of January 31, 2000, approximately 5,925,926
Common Shares, representing approximately 9.6% beneficial ownership of Common
Shares.
As of the filing date, CSFBC, in connection with its broker-dealer
activities, beneficially owned a net position (including Convertible Shares on
an as-converted basis) of 11,725 Common Shares. The CSFB Business Unit, by
virtue of the Bank's 100 percent indirect ownership of CSFBC and the CSFB
Funds, may be deemed to beneficially own, on an as-converted basis, 5,937,651
Common Shares, representing approximately 9.6% beneficial ownership of Common
Shares.
Except as set forth in this Item 5(a), none of the Reporting Persons nor,
to the best of its knowledge, any persons named in Schedules I-VI hereto owns
beneficially any Series G Shares or Common Shares.
(b) The CSFB Funds have sole power to vote and to dispose of 400,000
Series G Shares. These Series G Shares vote on an as-converted basis with the
Common Shares and constitute approximately 8.1% of the total voting power of
the Issuer as of November 30, 1999.
Hemisphere, as the general partner of CSFBEP, CSFBEP Bermuda and
Constellation, and Hemisphere Trust, as the 100 percent owner of Hemisphere,
have sole voting power over 5,629,630 Common Shares beneficially owned by these
three funds.
CSFB Bermuda Limited, as the general partner of EMA, and the CSFB Business
Unit, as the 100 percent owner of CSFB Bermuda Limited, have sole voting power
over 296,296 Common Shares beneficially owned by EMA. In addition, the CSFB
Business Unit, by virtue of the Bank's 100 percent indirect ownership of CSFBC,
may be deemed to share the power to vote or direct the vote and dispose or
direct the disposition of the 11,725 shares of Common Stock beneficially owned
by CSFBC pursuant to its trading activities described in Item 4.
(c) During the past 60 days, no transactions in the Common Shares have
been effected by any of the Reporting Persons nor, to the best knowledge of any
of the Reporting Persons, by any of the individuals listed on Schedules I-VI.
During the past 60 days, CSFBC has effectuated 642 transactions in the Common
Shares as a market maker in the ordinary course of business, purchasing and
selling Common Shares at prices ranging from $52.87 to $82.00.
(d) Inapplicable.
(e) Inapplicable.
Item 6. Contracts, Arrangements, Understandings or Relationships with
Respect to Securities of the Issuer.
On February 1, 2000, the CSFB Funds entered into a Shareholders Agreement
with the Issuer, pursuant to which (a) each of the CSFB Funds agreed that until
the earlier of February 1, 2010 or the date on which such CSFB Fund holds less
than 20% of its initial holdings of Series G Shares on an as converted basis,
it will not purchase any additional voting securities of the Issuer without the
Issuer's consent, (b) each of the CSFB Funds are subject to certain
restrictions on transfer relating to its Series G Shares and the underlying
Common Shares and (c) the Issuer granted the CSFB Funds customary demand and
"piggyback" registration rights.
The form of Shareholders Agreement was previously filed with the
Securities and Exchange Commission (the "Commission") under the Securities and
Exchange Act of 1934, as amended (the "Exchange Act") by the Issuer as an
exhibit to the Current Report on Form 8-K dated December 15, 1999 and is hereby
incorporated by reference.
Except for the Shareholders Agreement described above and except as
described above in Item 2, to the best knowledge of the Reporting Persons,
there are no contracts, arrangements, understandings or relationships (legal or
Page 14 of 31
<PAGE>
otherwise) between the persons enumerated in Item 2, and any other person, with
respect to any securities of the Issuer, including, but not limited to,
transfer or voting of any of the 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.
Item 7. Material to be Filed as Exhibits.
Exhibit 1: The Securities Purchase Agreement, as previously filed with the
Commission under the Exchange Act by the Issuer as an exhibit to the Current
Report on Form 8-K dated December 15, 1999 and is hereby incorporated by
reference.
Exhibit 2: The Shareholders Agreement, as previously filed with the
Commission under the Exchange Act by the Issuer as an exhibit to the Current
Report on Form 8-K dated December 15, 1999 and is hereby incorporated by
reference.
Exhibit 3: Form of Certificate of Designations, Preferences and Rights of
Series G Senior Cumulative Participating Convertible Preferred Stock, as
previously filed with the Commission under the Exchange Act by the Issuer as an
exhibit to the Current Report on Form 8-K dated December 15, 1999 and is hereby
incorporated by reference.
Page 15 of 31
<PAGE>
SIGNATURES
After reasonable inquiry and to the best knowledge and belief of the
undersigned, the undersigned certifies that the information set forth in this
statement is true, complete and correct.
Date: February 11, 2000
CREDIT SUISSE FIRST BOSTON EQUITY
PARTNERS, L.P.
By: /s/ Hartley R. Rogers
--------------------------------
Name: Hartley R. Rogers
Title: Attorney-in-fact
Page 16 of 31
<PAGE>
After reasonable inquiry and to the best knowledge and belief of the
undersigned, the undersigned certifies that the information set forth in this
statement is true, complete and correct.
Date: February 11, 2000
CREDIT SUISSE FIRST BOSTON EQUITY
PARTNERS (BERMUDA), L.P.
By: /s/ Hartley R. Rogers
--------------------------------
Name: Hartley R. Rogers
Title: Attorney-in-fact
Page 17 of 31
<PAGE>
After reasonable inquiry and to the best knowledge and belief of the
undersigned, the undersigned certifies that the information set forth in this
statement is true, complete and correct.
Date: February 11, 2000
EMA PRIVATE EQUITY FUND 1999, L.P.
By: /s/ Hartley R. Rogers
--------------------------------
Name: Hartley R. Rogers
Title: Attorney-in-fact
Page 18 of 31
<PAGE>
After reasonable inquiry and to the best knowledge and belief of the
undersigned, the undersigned certifies that the information set forth in this
statement is true, complete and correct.
Date: February 11, 2000
CONSTELLATION EQUITY PARTNERS, L.P.
By: /s/ Hartley R. Rogers
--------------------------------
Name: Hartley R. Rogers
Title: Attorney-in-fact
Page 19 of 31
<PAGE>
After reasonable inquiry and to the best knowledge and belief of the
undersigned, the undersigned certifies that the information set forth in this
statement is true, complete and correct.
Date: February 11, 2000
CREDIT SUISSE FIRST BOSTON ADVISORY
PARTNERS, LLC
By: /s/ Hartley R. Rogers
--------------------------------
Name: Hartley R. Rogers
Title: Managing Director
Page 20 of 31
<PAGE>
After reasonable inquiry and to the best knowledge and belief of the
undersigned, the undersigned certifies that the information set forth in this
statement is true, complete and correct.
Date: February 11, 2000
CREDIT SUISSE FIRST BOSTON
acting solely on behalf of the
Credit Suisse First Boston
Business Unit
By: /s/ David A. DeNunzio
--------------------------------
Name: David A. DeNunzio
Title: Managing Director
Page 21 of 31
<PAGE>
After reasonable inquiry and to the best knowledge and belief of the
undersigned, the undersigned certifies that the information set forth in this
statement is true, complete and correct.
Date: February 11, 2000
CREDIT SUISSE FIRST BOSTON
(BERMUDA) LIMITED
By: s/ David A. DeNunzio
--------------------------------
Name: David A. DeNunzio
Title: Chief Executive Officer
and President
Page 22 of 31
<PAGE>
After reasonable inquiry and to the best knowledge and belief of the
undersigned, the undersigned certifies that the information set forth in this
statement is true, complete and correct.
Date: February 11, 2000
HEMISPHERE PRIVATE EQUITY PARTNERS,
LTD.
By: /s/ Ronan Daly
--------------------------------
Name: Ronan Daly
Title: Director
Page 23 of 31
<PAGE>
After reasonable inquiry and to the best knowledge and belief of the
undersigned, the undersigned certifies that the information set forth in this
statement is true, complete and correct.
Date: February 11, 2000
HEMISPHERE PRIVATE EQUITY PARTNERS
CHARITABLE TRUST
by Hemisphere Trust Company Limited
in its capacity as trustee
By: /s/ Ronan Daly
--------------------------------
Name: Ronan Daly
Title: Director
Page 24 of 31
<PAGE>
SCHEDULE I
DIRECTORS AND EXECUTIVE OFFICERS OF CREDIT SUISSE GROUP
The name, business address, title, present principal occupation or
employment of each of the directors and executive officers of Credit Suisse
Group are set forth below. Except as indicated below, (i) the individual's
business address is P.O. Box 1, 8070 Zurich, Switzerland, (ii) each occupation
set forth opposite an individual's name refers to Credit Suisse Group and (iii)
all of the persons listed below are citizens of Switzerland.
<TABLE>
Name and Business Address of Directors Present Principal Occupation Including Name of Employer
- - ---------------------------------------------------- ------------------------------------------------------------
<S> <C>
Rainer E. Gut - Chairman............................ Chairman of the Board of Credit Suisse Group
Dr. Peter Spalti - Vice-Chairman.................... Chairman of the Board of Winterthur
Winterthur Group, General-Guisan-Strasse 40,
8401 Winterthur, Switzerland
Dr. Thomas W. Bechtler.............................. Chairman of the Board of Zellweger Luwa AG
Zellweger Luwa AG, Wilstrasse 11, 8610 Uster,
Switzerland
Peter Brabeck-Letmathe.............................. Chief Executive Officer of Nestle SA
Nestle SA, 1800 Vevey, Switzerland
Philippe Bruggisser................................. President and Chief Executive Officer of SAirGroup
SairGroup, 8058 Zurich Airport, Switzerland
Dr. Marc-Henri Chaudet.............................. Attorney-at-Law
Avenue Paul-Ceresole 3, P.O. Box 908,
1800 Vevey, Switzerland
Gerald Clark........................................ Senior Executive Vice-President and Chief Investment Officer
Metropolitan Life Insurance Company, One of Metropolitan Life Insurance Company
Madison Avenue, New York, NY 10010 USA
Prof. Dr. Arthur W. Dunkel.......................... Former General Manager of GATT
56, Rue du Stand, 1204 Geneva, Switzerland
John M. Hennessy.................................... Chairman Private Equity of Credit Suisse First Boston
11 Madison Avenue, New York, NY 10010 USA
Walter B. Kielholz.................................. Chief Executive Officer of Swiss Re
Swiss Re, Mythenquai 50/60, 8022 Zurich,
Switzerland
Heini Lippuner...................................... Member of the Board of Directors of Novartis AG
Novartis AG, Schwarzwaldallee 215,
R-1001A.2.35, 4002 Basel, Switzerland
Lionel I. Pincus.................................... Chairman and Chief Executive Officer of E.M. Warburg,
E.M. Warburg, Pincus & Co., LLC, 466 Pincus & Co.
Lexington Avenue, New York, NY 10017 USA
Thomas M. Schmidheiny............................... Chairman of the Board and of the Executive Committee of
"Holderbank" Financiere Glaris Ltd., "Holderbank" Financiere Glaris Ltd.
Zurcherstrasse 156, 8645 Jona, Switzerland
Verena Spoerry...................................... Member of the Council of States
Zurcher Ziegeleien, attn. E. Zuppinger,
Giesshubelstrasse 45, 8045 Zurich, Switzerland
Aziz R. D. Syriani.................................. President and Chief Operating Officer of The Olayan Group
The Olayan Group, 206 Syngrou Avenue,
Kallithea, Athens 17610, Greece
Dr. Daniel L. Vasella............................... Chairman and Chief Executive Officer of Novartis AG
Novartis AG, 4002 Basel, Switzerland
</TABLE>
With respect to the members of the Board of Directors, Mr. Brabeck-Letmathe is
a citizen of Austria, Messrs. Clark, Hennessy and Pincus are citizens of the
United States of America and Mr. Syriani is a citizen of Canada.
Page 25 of 31
<PAGE>
<TABLE>
Name and Business Address of Executive Officers Present Principal Occupation Including Name of Employer
- - ---------------------------------------------------- ------------------------------------------------------------
<S> <C>
Lukas Muhlemann..................................... Chief Executive Officer
Dr. Hans-Ulrich Doerig.............................. Vice Chairman of the Executive Board, Chief Risk Officer
Philip Keebler Ryan................................. Chief Financial Officer
Paul Josef Meier.................................... Chief Executive Officer of Credit Suisse
Credit Suisse, P.O. Box 100, 8070 Zurich,
Switzerland
Oswald Jurgen Grubel................................ Chief Executive Officer of Credit Suisse Private Banking
Credit Suisse Private Banking, P.O. Box 500,
8070 Zurich, Switzerland
Allen D. Wheat...................................... Chief Executive Officer of Credit Suisse First Boston
11 Madison Avenue, New York, NY 10010 USA
Richard Edward Thornburg............................ Vice Chairman of the Executive Board of Credit Suisse First
11 Madison Avenue, New York, NY 10010 USA Boston
Phillip Maxwell Colebatch........................... Chief Executive Officer of Credit Suisse Asset Management
Credit Suisse Asset Management, Beaufort
House, 15 St. Botolph Street, London EC3A 7JJ
United Kingdom
Dr. Thomas Peter Wellauer........................... Chief Executive Officer of "Winterthur" Swiss Insurance
"Winterthur" Swiss Insurance Company, Company
8401 Winterthur, Switzerland
</TABLE>
With respect to the Executive Board/Executive Officers of Credit Suisse Group,
Mr. Colebatch is a citizen of Australia, Mr. Grubel is a citizen of Germany,
and Messrs. Thornburgh, Ryan and Wheat are citizens of the United States of
America.
Page 26 of 31
<PAGE>
SCHEDULE II
DIRECTORS AND EXECUTIVE OFFICERS OF CREDIT SUISSE FIRST BOSTON
BUSINESS UNIT
The name, business address, title, present principal occupation or
employment of each of the directors and executive officers of the Credit Suisse
First Boston Business Unit are set forth below. If no business address is given
the director's or officer's business address is 11 Madison Avenue, New York, NY
10010. Unless otherwise indicated, each occupation set forth opposite an
individual's name refers to the Credit Suisse First Boston Business Unit. Unless
otherwise indicated below, all of the persons listed below are citizens of the
United States of America.
<TABLE>
Name and Business Address Present Principal Occupation Including Name of Employer
- - ---------------------------------------------------- ------------------------------------------------------------
<S> <C>
Directors and Executive Officers
Allen D. Wheat........................................ Chairman of the Board and Chief Executive Officer
Brady W. Dougan....................................... Managing Director, Head of Equity
Christopher A. Goekjian............................... Managing Director, Co-Head of Fixed Income and
Derivatives
Stephen A.M. Hester................................... Managing Director, Chief Financial Officer
Marc Hotimsky......................................... Managing Director, Co-Head of Fixed Income and
Derivatives
Joseph T. McLaughlin.................................. Executive Vice President, Legal and Regulatory Affairs
David C. Mulford...................................... Chairman International
One Cabot Square
London, E14 40J U.K.
John Nelson........................................... Chairman Europe
One Cabot Square
London, E14 40J U.K.
Stephen E. Stonefield................................. Chairman Asia/Pacific
Uetlibergstrasse 231
P.O. Box 900, CH-8045
Zurich, Switzerland
Richard E. Thornburg.................................. Vice Chairman
Charles G. Ward III................................... Managing Director, Head of Corporate and Investment
Banking
</TABLE>
Messrs. Hester, Hotimsky and Mulford are British citizens.
Page 27 of 31
<PAGE>
SCHEDULE III
EXECUTIVE OFFICERS OF CREDIT SUISSE FIRST BOSTON
ADVISORY PARTNERS, LLC
The name, business address, title, present principal occupation or employment
of each of the executive officers of Credit Suisse First Boston Advisory
Partners, LLC are set forth below. If no business address is given the
officer's business address is 11 Madison Avenue, New York, NY 10010. Unless
otherwise indicated, each occupation set forth opposite an individual's name
refers to Credit Suisse First Boston Advisory Partners, LLC. Unless otherwise
indicated below, all of the persons listed below are citizens of the United
States of America.
<TABLE>
Name and Business Address Present Principal Occupation Including Name of Employer
- - ----------------------------------- ------------------------------------------------------------
<S> <C>
Executive Officers
David A. DeNunzio................... Chief Executive Officer
John M. Hennessy.................... Chairman
George R. Hornig.................... Chief Financial and Administrative Officer
Hartley Rogers...................... Managing Director
Michael Schmertzler................. Managing Director
Frederick M.R. Smith................ Managing Director
Lindsay Hollister................... Vice President - General Counsel
</TABLE>
Page 28 of 31
<PAGE>
SCHEDULE IV
DIRECTORS AND EXECUTIVE OFFICERS OF CREDIT SUISSE FIRST BOSTON
(BERMUDA) LIMITED
The name, business address, title, present principal occupation or
employment of each of the directors and executive officers of Credit Suisse
First Boston (Bermuda) Limited are set forth below. If no business address is
given the director's or officer's business address is 11 Madison Avenue, New
York, NY 10010. Unless otherwise indicated, each occupation set forth opposite
an individual's name refers to Credit Suisse First Boston (Bermuda) Limited.
Unless otherwise indicated below, all of the persons listed below are citizens
of the United States of America.
<TABLE>
Name and Business Address Present Principal Occupation Including Name of Employer
- - ---------------------------------------------------- ------------------------------------------------------------
<S> <C>
Directors and Executive Officers
David A. DeNunzio.................................... Chairman of the Board and President
Joseph F. Huber...................................... Director
David C. O'Leary..................................... Director
Andrew M. Hutcher.................................... Vice President and Chief Legal Officer
Michael B. Radest.................................... Chief Compliance Officer
</TABLE>
Page 29 of 31
<PAGE>
SCHEDULE V
DIRECTORS AND EXECUTIVE OFFICERS OF HEMISPHERE PRIVATE EQUITY PARTNERS, LTD.
The name, business address, title, present principal occupation or
employment of each of the directors and executive officers of Hemisphere
Private Equity Partners, Ltd. are set forth below. If no business address is
given the director's or officer's business address is Hemisphere House, Nine
Church Street, Hamilton HM11, Hamilton, Bermuda. Unless otherwise indicated,
each occupation set forth opposite an individual's name refers to Hemisphere
Management Limited, which has the same business address as Hemisphere Private
Equity Partners, Ltd. Unless otherwise indicated below, all of the persons
listed below are citizens of Ireland.
<TABLE>
Name and Business Address Present Principal Occupation Including Name of Employer
- - ---------------------------------------------------- ------------------------------------------------------------
<S> <C>
Directors
Christopher Wetherhill................................ Consultant
Thomas Healy.......................................... Chief Operating Officer
Ronan Daly............................................ Executive Vice President
</TABLE>
<TABLE>
Name and Business Address Present Principal Occupation Including Name of Employer
- - ---------------------------------------------------- ------------------------------------------------------------
<S> <C>
Executive Officers
(Who Are Not Directors)
NONE
Mr. Wetherhill is a British citizen.
</TABLE>
Page 30 of 31
<PAGE>
SCHEDULE VI
DIRECTORS AND EXECUTIVE OFFICERS OF HEMISPHERE TRUST COMPANY LIMITED
The name, business address, title, present principal occupation or
employment of each of the directors and executive officers of Hemisphere Trust
Company Limited are set forth below. If no business address is given the
director's or officer's business address is Hemisphere House, Nine Church
Street, Hamilton HM11, Bermuda. Unless otherwise indicated, each occupation set
forth opposite an individual's name refers to Hemisphere Management Limited.
Unless otherwise indicated below, all of the persons listed below are citizens
of Ireland.
<TABLE>
Name and Business Address Present Principal Occupation Including Name of Employer
- - ---------------------------------------------------- ------------------------------------------------------------
<S> <C>
Directors
Christopher Wetherhill................................ Consultant (British Citizen)
Thomas Healy.......................................... Chief Operating Officer
Ronan Daly............................................ Executive Vice President
Margaret Every........................................ Executive Vice President Private Clients
(Bermudian Citizen)
Robert Mulderig....................................... Chairman and Chief Executive Officer of Mutual Risk
Mutual Risk Management Ltd., 44 Church Street, Management Ltd. (Bermudian Citizen)
Hamilton, Bermuda
Richard O'Brien....................................... General Counsel to Mutual Risk Management Ltd.
</TABLE>
<TABLE>
Name and Business Address Present Principal Occupation Including Name of Employer
- - ---------------------------------------------------- ------------------------------------------------------------
<S> <C>
Executive Officers
(Who Are Not Directors)
NONE
Mr. Wetherhill is a British citizen. Ms. Every and Mr. Mulderig are citizens of Bermuda.
</TABLE>
Page 31 of 31
<PAGE>
CREDIT SUISSE FIRST BOSTON EQUITY PARTNERS, L.P.
LIMITED POWER OF ATTORNEY
KNOW ALL PERSONS BY THESE PRESENTS that Credit Suisse First Boston Equity
Partners, L.P., Delaware limited partnership ("CSFB EP"), does hereby
irrevocably make, constitute and appoint each of the hereunder mentioned
persons as its true and lawful attorney-in-fact to represent CSFB EP with full
power of substitution and full power and authority in its name, place and
stead, and with all rights and obligations connected therewith to execute and
deliver for and on behalf of CSFB EP any transaction documents, certificates,
instruments, fillings or agreements and to do and perform any acts whatsoever
necessary or advisable in connection with or relating to an initial or
subsequent investment directly or indirectly in Winstar Communications, Inc. or
any of its subsidiaries or affiliates (the "Investment"), including, without
limitation, executing legal documentation, appearing at meetings or otherwise
acting on CSFB EP's behalf, provided that any powers of attorney granted by
such attorneys-in-fact in connection herewith shall only be authorized
hereunder if it (i) is limited to a duration of three months or less, (ii)
grants power of attorney only with respect to a specific transaction in
connection with the Investment, and (iii) prohibits the granting of further
power of attorney:
Mr. Hartley R. Rogers
Mr. Michael Schmertzler
Ms. Melissa B. Lautenberg
Mr. Kenneth J. Lohsen
This Limited Power of Attorney is coupled with an interest and may be
exercised by any of the above persons by signing individually as
attorney-in-fact for the undersigned.
This Limited Power of Attorney shall be effective on the date hereof and
shall continue until December 31, 2000, unless sooner terminated by the
undersigned. This Limited Power of Attorney shall be governed by and construed
in accordance with the laws of Delaware.
IN WITNESS WHEREOF this Power of Attorney has been executed on the 21st
day of January, 2000.
CREDIT SUISSE FIRST BOSTON EQUITY PARTNERS, L.P.
By: Hemisphere Private Equity Partners, Ltd., its
general partner
By: /s/ Ronan Daly
---------------------------------------
Name: Ronan Daly
Title: Director
<PAGE>
CREDIT SUISSE FIRST BOSTON EQUITY PARTNERS (BERMUDA), L.P.
LIMITED POWER OF ATTORNEY
KNOW ALL PERSONS BY THESE PRESENTS that Credit Suisse First Boston Equity
Partners (Bermuda), L.P., Bermuda limited partnership ("CSFB EP Bermuda"), does
hereby irrevocably make, constitute and appoint each of the hereunder mentioned
persons as its true and lawful attorney-in-fact to represent CSFB EP Bermuda
with full power of substitution and full power and authority in its name, place
and stead, and with all rights and obligations connected therewith to execute
and deliver for and on behalf of CSFB EP Bermuda any transaction documents,
certificates, instruments, fillings or agreements and to do and perform any
acts whatsoever necessary or advisable in connection with or relating to an
initial or subsequent investment directly or indirectly in Winstar
Communications, Inc. or any of its subsidiaries or affiliates (the
"Investment"), including, without limitation, executing legal documentation,
appearing at meetings or otherwise acting on CSFB EP Bermuda's behalf, provided
that any powers of attorney granted by such attorneys-in-fact in connection
herewith shall only be authorized hereunder if it (i) is limited to a duration
of three months or less, (ii) grants power of attorney only with respect to a
specific transaction in connection with the Investment, and (iii) prohibits the
granting of further power of attorney:
Mr. Hartley R. Rogers
Mr. Michael Schmertzler
Ms. Melissa B. Lautenberg
Mr. Kenneth J. Lohsen
This Limited Power of Attorney is coupled with an interest and may be
exercised by any of the above persons by signing individually as
attorney-in-fact for the undersigned.
This Limited Power of Attorney shall be effective on the date hereof and
shall continue until December 31, 2000, unless sooner terminated by the
undersigned. This Limited Power of Attorney shall be governed by and construed
in accordance with the laws of Bermuda.
IN WITNESS WHEREOF this Power of Attorney has been executed on the 21st
day of January, 2000.
CREDIT SUISSE FIRST BOSTON EQUITY PARTNERS (BERMUDA), L.P.
By: Hemisphere Private Equity Partners, Ltd., its
general partner
By: /s/ Ronan Daly
---------------------------------------
Name: Ronan Daly
Title: Director
<PAGE>
CONSTELLATION EQUITY PARTNERS, L.P.
LIMITED POWER OF ATTORNEY
KNOW ALL PERSONS BY THESE PRESENTS that Constellation Equity Partners, L.P.,
Delaware limited partnership ("Constellation"), does hereby irrevocably make,
constitute and appoint each of the hereunder mentioned persons as its true and
lawful attorney-in-fact to represent Constellation with full power of
substitution and full power and authority in its name, place and stead, and
with all rights and obligations connected therewith to execute and deliver for
and on behalf of Constellation any transaction documents, certificates,
instruments, fillings or agreements and to do and perform any acts whatsoever
necessary or advisable in connection with or relating to an initial or
subsequent investment directly or indirectly in Winstar Communications, Inc. or
any of its subsidiaries or affiliates (the "Investment"), including, without
limitation, executing legal documentation, appearing at meetings or otherwise
acting on Constellation's behalf, provided that any powers of attorney granted
by such attorneys-in-fact in connection herewith shall only be authorized
hereunder if it (i) is limited to a duration of three months or less, (ii)
grants power of attorney only with respect to a specific transaction in
connection with the Investment, and (iii) prohibits the granting of further
power of attorney:
Mr. Hartley R. Rogers
Mr. Michael Schmertzler
Ms. Melissa B. Lautenberg
Mr. Kenneth J. Lohsen
This Limited Power of Attorney is coupled with an interest and may be
exercised by any of the above persons by signing individually as
attorney-in-fact for the undersigned.
This Limited Power of Attorney shall be effective on the date hereof and
shall continue until December 31, 2000, unless sooner terminated by the
undersigned. This Limited Power of Attorney shall be governed by and construed
in accordance with the laws of Delaware.
IN WITNESS WHEREOF this Power of Attorney has been executed on the 21st
day of January, 2000.
CREDIT SUISSE FIRST BOSTON EQUITY PARTNERS, L.P.
By: Hemisphere Private Equity Partners, Ltd., its
general partner
By: /s/ Ronan Daly
----------------------------------------
Name: Ronan Daly
Title: Director
<PAGE>
EMA PRIVATE EQUITY FUND 1999, L.P.
LIMITED POWER OF ATTORNEY
KNOW ALL PERSONS BY THESE PRESENTS that EMA Private Equity Fund 1999, L.P.,
Delaware limited partnership ("EMA"), does hereby irrevocably make, constitute
and appoint each of the hereunder mentioned persons as its true and lawful
attorney-in-fact to represent EMA with full power of substitution and full
power and authority in its name, place and stead, and with all rights and
obligations connected therewith to execute and deliver for and on behalf of EMA
any transaction documents, certificates, instruments, fillings or agreements
and to do and perform any acts whatsoever necessary or advisable in connection
with or relating to an initial or subsequent investment directly or indirectly
in Winstar Communications, Inc. or any of its subsidiaries or affiliates (the
"Investment"), including, without limitation, executing legal documentation,
appearing at meetings or otherwise acting on EMA's behalf, provided that any
powers of attorney granted by such attorneys-in-fact in connection herewith
shall only be authorized hereunder if it (i) is limited to a duration of three
months or less, (ii) grants power of attorney only with respect to a specific
transaction in connection with the Investment, and (iii) prohibits the granting
of further power of attorney:
Mr. Hartley R. Rogers
Mr. Michael Schmertzler
Mr. Kenneth J. Lohsen
This Limited Power of Attorney is coupled with an interest and may be
exercised by any of the above persons by signing individually as
attorney-in-fact for the undersigned.
This Limited Power of Attorney shall be effective on the date hereof and
shall continue until November 31, 2000, unless sooner terminated by the
undersigned. This Limited Power of Attorney shall be governed by and construed
in accordance with the laws of Delaware.
IN WITNESS WHEREOF this Power of Attorney has been executed on the 15th
day of December 1999.
EMA PRIVATE EQUITY FUND 1999, L.P.
By: Credit Suisse First Boston (Bermuda) Limited,
as general partner
By: /s/ David A. DeNunzio
------------------------------------------
Name: David A. DeNunzio
Title: Director
