<PAGE>
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No.1)
TRACOR, INC.
------------------
(Name of Issuer)
Common Stock, Par Value $.01 Per Share
--------------------------------------
(Title of Class of Securities)
CUSIP NUMBER
892349200
---------
(CUSIP Number)
William E. Conway, Jr.
The Carlyle Group, L.P.
1001 Pennsylvania Avenue, N.W.
Suite 220 South
Washington, D.C. 20004
(202) 347-2626
------------------------------
(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)
Copies to:
Daniel T. Lennon
Latham & Watkins
1001 Pennsylvania Avenue, N.W.
Suite 1300
Washington, D.C. 20004
(202) 637-2200
September 9, 1996
------------------------------------------------------
(Date of Event which Requires Filing of this Statement)
Exhibit Index is on Page 17
If the filing person has previously filed a statement on Schedule 13G
to report the acquisition which is subject of this Schedule 13D, and
is filing this statement because of Rule 13d-1(b)(3) or (4), check the
following box. [_]
Check the following box if a fee is being paid with this 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.
<PAGE>
SCHEDULE 13D
CUSIP No. 892349200
1. Name of Reporting Persons:
The Carlyle Partners Leveraged Capital Fund I, L.P.
S.S. or I.R.S. Identification Number of Above Person:
52-1656007
2. Check the Appropriate Box if a Member of a Group (a) [_]
(b) [X]
3. SEC Use Only
4. Source of Funds
OO
5. Check Box if Disclosure of Legal Proceedings is
Required Pursuant to Items 2(d) or 2(e) [_]
6. Citizenship or Place of Organization
Delaware
Number of Shares Beneficially Owned by Each Reporting Person with:
7. Sole Voting Power: 0
-----
8. Shared Voting Power: 0
-----
9. Sole Dispositive Power: 0
-----
10. Shared Dispositive Power: 0
-----
11. Aggregate Amount Beneficially Owned by Each
Reporting Person: 0
-----
12. Check Box if the Aggregate Amount in Row (11)
Excludes Certain Shares [_]
13. Percent of Class Represented by Amount in Row (11): 0 %
---
14. Type of Reporting Person:
PN
<PAGE>
SCHEDULE 13D
CUSIP No. 892349200
1. Name of Reporting Persons:
The Carlyle Group Investment Holdings II, L.L.C.
S.S. or I.R.S. Identification Number of Above Person:
51-0357842
2. Check the Appropriate Box if a Member of a Group (a) [_]
(b) [X]
3. SEC Use Only
4. Source of Funds
OO
5. Check Box if Disclosure of Legal Proceedings is
Required Pursuant to Items 2(d) or 2(e) [_]
6. Citizenship or Place of Organization
Delaware
Number of Shares Beneficially Owned by Each Reporting Person with:
7. Sole Voting Power: 0
-----------
8. Shared Voting Power: 226,829
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9. Sole Dispositive Power: 0
-----------
10. Shared Dispositive Power: 226,829
-----------
11. Aggregate Amount Beneficially Owned by Each
Reporting Person: 226,829
-----------
12. Check Box if the Aggregate Amount in Row (11)
Excludes Certain Shares [_]
13. Percent of Class Represented by Amount in Row (11): 0.92 %
-----------
14. Type of Reporting Person:
OO/*/
- --------------------
/*/ The Carlyle Group Investment Holdings II, L.L.C. is a limited liability
company organized under the laws of the State of Delaware.
<PAGE>
SCHEDULE 13D
CUSIP No. 892349200
---------
1. Name of Reporting Persons:
The Carlyle Group, L.P.
S.S. or I.R.S. Identification Number of Above Person:
52-1493150
2. Check the Appropriate Box if a Member of a Group (a) [ ]
(b) [ X ]
3. SEC Use Only
4. Source of Funds
OO
5. Check Box if Disclosure of Legal Proceedings is
Required Pursuant to Items 2(d) or 2(e) [ ]
6. Citizenship or Place of Organization
Delaware
Number of Shares Beneficially Owned by Each Reporting
Person with:
7. Sole Voting Power: 0
-----------
8. Shared Voting Power: 0
-----------
9. Sole Dispositive Power: 0
-----------
10. Shared Dispositive Power: 0
-----------
11. Aggregate Amount Beneficially Owned by Each
Reporting Person: 0
-----------
12. Check Box if the Aggregate Amount in Row (11)
Excludes Certain Shares [ ]
13. Percent of Class Represented by Amount in Row (11): 0 %
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14. Type of Reporting Person:
PN
<PAGE>
SCHEDULE 13D
CUSIP No. 892349200
---------
1. Name of Reporting Persons:
TWC Virginia, Inc. (the successor in interest to TWC Corporation)
S.S. or I.R.S. Identification Number of Above Person:
52-1540698
2. Check the Appropriate Box if a Member of a Group (a) [_]
(b) [X]
3. SEC Use Only
4. Source of Funds
OO
5. Check Box if Disclosure of Legal Proceedings is
Required Pursuant to Items 2(d) or 2(e) [_]
6. Citizenship or Place of Organization
Delaware
Number of Shares Beneficially Owned by Each Reporting
Person with:
7. Sole Voting Power: 86,364
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8. Shared Voting Power: 226,829
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9. Sole Dispositive Power: 86,364
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10. Shared Dispositive Power: 226,829
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11. Aggregate Amount Beneficially Owned by Each
Reporting Person: 313,193
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12. Check Box if the Aggregate Amount in Row (11)
Excludes Certain Shares [_]
13. Percent of Class Represented by Amount in Row (11): 1.28%
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14. Type of Reporting Person:
CO
<PAGE>
The Statement on Schedule 13D relating to the Common Stock, par value
$1.00 per share (the "Common Stock"), of Tracor, Inc., a Delaware corporation
(the "Company"), as previously filed on November 28, 1994 by The Carlyle
Partners Leveraged Capital Fund I, L.P., a Delaware limited partnership, The
Carlyle Group Investment Holdings II, L.L.C., a Delaware limited liability
company, The Carlyle Group, L.P., a Delaware limited partnership, and TWC
Corporation, a Delaware corporation and the predecessor in interest of TWC
Virginia, Inc., a Virginia corporation (collectively, the "Reporting Persons"),
is hereby amended and restated in its entirety as required by the provisions of
Regulation S-T. The purpose of this amendment is to reflect the disposition of
shares of the Common Stock by the Reporting Persons. As a result of such
disposition, no Reporting Person is the beneficial owner of five percent of the
outstanding shares of the Common Stock.
Item 1. Security and Issuer.
- ------ -------------------
The title of the class of equity securities to which this Schedule
relates is the Common Stock of the Company. The address of the Company is 6500
Tracor Lane, Austin, Texas, 78725-2000.
Item 2. Identity and Background.
- ------ -----------------------
(a)-(c), (f) The names of the persons filing this Schedule are The
Carlyle Partners Leveraged Capital Fund I, L.P., a Delaware limited partnership
("Carlyle Fund"), The Carlyle Group Investment Holdings II, L.L.C., a Delaware
limited liability company ("Carlyle Investment Holdings"), The Carlyle Group,
L.P., a Delaware limited partnership ("Carlyle Group"), and TWC Virginia, Inc.
("TWC"), a Virginia corporation and the successor in interest to TWC
Corporation.
Carlyle Group is the sole general partner of Carlyle Fund, and TWC is
the sole general partner of Carlyle Group. TWC is also a member of Carlyle
Investment Holdings and holds a controlling interest in Carlyle Investment
Holdings. David M. Rubenstein, William E. Conway, Jr. and Daniel A. D'Aniello
(collectively, the "TWC Principals") are the executive officers of Carlyle
Investment Holdings and TWC and the directors of TWC.
<PAGE>
Each TWC Principal is a citizen and resident of the United States.
The principal business of Carlyle Fund and Carlyle Investment Holdings
is investment in leveraged buyout transactions, venture capital situations and
other opportunities. The principal business of each of Carlyle Group and TWC is
that of a merchant and investment banking firm. The principal occupation of each
TWC Principal is the fulfillment of his duties as an officer of TWC. The
business address of each of Carlyle Group, Carlyle Fund, TWC and the TWC
Principals is c/o The Carlyle Group, 1001 Pennsylvania Avenue, N.W., Suite 220
South, Washington, D.C. 20004. The business address of Carlyle Investment
Holdings is 900 Market Street, Suite 200, Wilmington, Delaware, 19801.
(d) and (e). During the last five years, none of the Reporting
Persons, nor to the best knowledge of the Reporting Persons, any of the TWC
Principals, (i) has been convicted in a criminal proceeding (excluding traffic
violations or similar misdemeanors) or (ii) was 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, federal
or state securities laws or finding any violation with respect to such laws.
Item 3. Source and Amount of Funds or Other Consideration.
- ------ -------------------------------------------------
All shares of the Common Stock previously held by the Reporting
Persons and the TWC Principals were originally acquired in a merger transaction
(the "Merger Transaction") consummated on November 17, 1994 (the "Closing Date")
pursuant to that certain Agreement and Plan of Merger dated as of October 12,
1994 by and among the Company, Tracor Newco, Inc. ("Newco"), GDE Holdings, Inc.
("GDE"), and Carlyle Group, as amended from time to time (the "Merger
Agreement"). Immediately prior to the consummation of the Merger Transaction,
(i) Carlyle Fund was the record owner of 566,400 shares of the common stock of
GDE ("GDE Common Stock"), (ii) Carlyle Investment Holdings was the record owner
of 75,000 shares of GDE Common Stock and warrants to purchase 97,849 shares of
GDE Common Stock, (iii) David M. Rubenstein was the
<PAGE>
record owner of 1,500 shares of GDE Common Stock, (iv) William E. Conway, Jr.
was the record owner of 10,000 shares of GDE Common Stock and (v) Daniel A.
D'Aniello was the record owner of 7,500 shares of GDE Common Stock. On the
Closing Date, pursuant to the Merger Transaction, Newco merged with and into
GDE, with GDE being the surviving corporation, and each share of GDE Common
Stock and each outstanding option and warrant to purchase shares of GDE Common
Stock, including the shares of GDE Common Stock and options and warrants to
purchase shares of GDE Common Stock held by the Reporting Persons and the TWC
Principals, were converted into the right to receive (i) Cash Consideration (as
such term is defined in the Merger Agreement), (ii) the Company's 10-7/8% Senior
Subordinated Notes due 2001, and (iii) shares of the Common Stock, in each case,
in the amounts specified in the Merger Agreement. On the Closing Date, (i) the
566,400 shares of GDE Common Stock held by Carlyle Fund were converted into the
right to receive, among other things, 682,328 shares of the Common Stock, (ii)
the 75,000 shares of GDE Common Stock and the warrants to purchase 97,849 shares
of GDE Common Stock held by Carlyle Investment Holdings were converted into the
right to receive, among other things, 208,227 shares of the Common Stock, (iii)
the 1,500 shares of GDE Common Stock held by David M. Rubenstein were converted
into the right to receive, among other things, 1,807 shares of the Common Stock,
(iv) the 10,000 shares of GDE Common Stock held by William E. Conway, Jr. were
converted into the right to receive, among other things, 12,046 shares of the
Common Stock, and (v) the 7,500 shares of the GDE Common Stock held by Daniel A.
D'Aniello were converted into the right to receive, among other things, 9,035
shares of the Common Stock.
Item 4. Purpose of Transaction.
- ------ ----------------------
All shares of the Common Stock held by the Reporting Persons and the
TWC Principals were acquired in the Merger Transaction described in the response
to Item 3. Those shares of the Common Stock that continue to be held by the
Reporting Persons, and, to the knowledge of the Reporting Persons, the TWC
Principals, are held for investment purposes. Each Reporting Person may,
subject to the continuing evaluation of the factors discussed herein and, with
respect to Carlyle Fund and Carlyle Investment Holdings, subject to the
restrictions set forth in Holders Agreement dated as of November 17, 1994 by and
among the Company, Carlyle Fund, Carlyle Investment Holdings, Carlyle Group
<PAGE>
and certain other holders of shares of the Common Stock (a copy of which is
contained in Exhibit 4 incorporated by reference herein), acquire from time to
time additional shares of the Common Stock or other securities of the Company in
the open market or in privately negotiated transactions, by exchange offer or
otherwise. Depending on the factors discussed herein, each Reporting Person that
continues to hold shares of Common Stock, may, from time to time, retain or sell
all or a portion of its holdings of the shares of the Common Stock in the open
market or in privately negotiated transactions. Each Reporting Person may also
have discussions with management regarding methods of increasing sales, cash
flow and profitability. Any actions that any Reporting Person might undertake
will be dependent upon such person's review of numerous factors, including,
among other things, the availability of shares of the Common Stock for purchase
and the price levels of such shares; general market and economic conditions;
ongoing evaluation of the Company's business operations and prospects; the
relative attractiveness of alternative business and investment opportunities;
the actions of the management and the Board of Directors of the Company; and
other future developments.
In addition to the foregoing, as more fully set forth in Item 6, the
Company has agreed, subject to certain limitations and the satisfaction of
certain conditions, to use its best efforts to nominate for election to the
Board of Directors of the Company one (1) individual designated by Carlyle
Group, on behalf of Carlyle Fund, Carlyle Investment Holdings and certain other
holders of shares of the Common Stock (the "Holders"). William E. Conway, Jr.
has been so designated by Carlyle Group and serves as a member of the Board of
Directors of the Company. Neither Carlyle Group nor Carlyle Investment Holdings,
however, has entered into any agreement, arrangement or understanding with any
of the other Holders to act together for the purpose of designating any
individual to be nominated for election to the Board of Directors of the Company
or voting their shares of the Common Stock in favor of or against the election
of any such designee nominated for election to the Board of Directors of the
Company or any other individual nominated for election to the Board of Directors
of the Company.
Although the foregoing reflects activities presently contemplated by
each Reporting Person with respect to the Company, the foregoing is subject to
change at any time.
<PAGE>
Other than as described above, the Reporting Persons, and, to the best
knowledge of the Reporting Persons, the TWC Principals, have no present plans or
proposals which relate to or would result in: (i) the acquisition by any person
of additional securities of the Company, or the disposition of securities of the
Company; (ii) an extraordinary corporate transaction, such as a merger,
reorganization or liquidation, involving the Company or any of its subsidiaries;
(iii) a sale or transfer of a material amount of assets of the Company or any of
its subsidiaries; (iv) any change in the present board of directors or
management of the Company, including any plans or proposals to change the number
or term of directors or to fill any existing vacancies on the board; (v) any
material change in the present capitalization or dividend policy of the Company;
(vi) any other material change in the Company's business or corporate structure;
(vii) changes in the Company's certificate of incorporation or by-laws or other
actions which may impede the acquisition of control of the Company by any
persons; (viii) causing a class of securities of the Company to be delisted from
a national securities exchange or to cease to be authorized to be quoted in an
inter-dealer quotation system of a registered national securities association;
(ix) a class of equity securities of the Company becoming eligible for
termination of registration pursuant to Section 12(g)(4) of the Securities
Exchange Act of 1934, as amended; or (x) any action similar to those enumerated
above.
Item 5. Interest in Securities of the Issuer.
- ------ ------------------------------------
(a)-(b) Prior to consummation of the Distribution Transaction
described below, Carlyle Fund was the record owner of 682,328 shares of the
Common Stock, and Carlyle Investment Holdings was the record owner of 208,227
shares of the Common Stock. Accordingly, prior consummation of the Distribution
Transaction, (i) Carlyle Fund was the beneficial owner of 682,328 shares of the
Common Stock and was deemed to share beneficial ownership of all such shares
with Carlyle Group and TWC by reason of Carlyle Group's status as the sole
general partner of Carlyle Fund and TWC's status as sole general partner of
Carlyle Group, (ii) Carlyle Investment Holdings was the beneficial owner of
208,227 shares of the Common Stock and was deemed to share beneficial ownership
of all such shares with TWC by reason of TWC's status as the owner of a
controlling interest in Carlyle
<PAGE>
Investment Holdings, (iii) Carlyle Group was the beneficial owner of the 682,328
shares of Common Stock owned of record by Carlyle Fund and was deemed to share
beneficial ownership of all such shares with TWC by reason of TWC's status as
sole general partner of Carlyle Group and (iv) TWC was the beneficial owner of
890,555 shares of the Common Stock (inclusive of 682,328 shares of the Common
Stock owned of record by Carlyle Fund and 208,227 shares of Common Stock owned
of record by Carlyle Investment Holdings). In addition, prior to consummation of
the Distribution Transaction, (i) William E. Conway, Jr. was the sole beneficial
owner of 12,046 shares of the Common Stock, with sole power to vote and direct
the disposition of such shares, (ii) Daniel A. D'Aniello was the sole beneficial
owner of 9,035 shares of the Common Stock, with sole power to vote and direct
the disposition of such shares, and (iii) David M. Rubenstein was the sole
beneficial owner of 1,807 shares of the Common Stock, with sole power to vote
and direct the disposition of such shares.
On September 9, 1996, Carlyle Fund and Carlyle Group effected a
distribution (the "Distribution Transaction") pursuant to which (i) the 682,378
shares of Common Stock held of record by Carlyle Fund were distributed pro rata
to the partners of Carlyle Fund and (ii) the shares of Common Stock distributed
by Carlyle Fund to Carlyle Group were, in turn, distributed pro rata to the
partners of Carlyle Group. As a result of the Distribution Transaction, (i)
Carlyle Fund were Carlyle Group ceased to hold any record or beneficial
ownership interest in shares of the Common Stock, (ii) 86,364 shares of the
Common Stock previously held of record by Carlyle Fund were distributed to TWC
(following distribution of such shares by Carlyle Fund to Carlyle Group), (iii)
18,602 shares of Common Stock previously held of record by Carlyle Fund were
distributed to Carlyle Investment Holdings in respect of Carlyle Investment
Holdings interest in Carlyle Fund and (iv) 12,407 shares of the Common Stock
previously held of record by Carlyle Fund were distributed to David M.
Rubenstein in respect of Mr. Rubenstein's limited partnership interest in
Carlyle Fund. The remainder of the shares of Common Stock held of record by
Carlyle Fund were distributed to the other partners of Carlyle Fund.
After giving effect to the Distribution Transaction, (i) neither
Carlyle Fund nor Carlyle Group is the record or beneficial owner of any shares
of Common Stock, (ii) Carlyle Investment Holdings is the beneficial owner of
226,829 shares of
<PAGE>
Common Stock (which shares represent approximately 0.92% of the outstanding
shares of Common Stock) and is deemed to share such beneficial ownership of all
such shares with TWC by reason of TWC's status as the owner of a controlling
interest in Carlyle Investment Holdings, (iii) TWC was the beneficial owner of
313,193 shares of Common Stock (inclusive of 86,364 shares of Common Stock owned
of record by TWC and 226,829 shares of Common Stock owned of record by Carlyle
Investment Holdings), which shares represent approximately 1.28% of the
outstanding shares of Common Stock, (iv) William E. Conway, Jr. is the sole
beneficial owner of 12,046 shares of the Common Stock (which shares represent
approximately 0.05% of the outstanding shares of Common Stock), with the sole
power to vote and direct the disposition of such shares, (v) Daniel A. D'Aniello
is the sole beneficial owner of 9,035 shares of the Common Stock (which shares
represent approximately 0.04% of the outstanding shares of Common Stock), with
the sole power to vote and direct the disposition of such shares, and (vi) David
M. Rubenstein is the sole beneficial owner of 13,854 shares of the Common Stock
(which shares represent approximately 0.06% of outstanding shares of Common
Stock), with the sole power to vote and direct the disposition of such shares.
The TWC Principals also collectively own 100% of the issued and outstanding
shares of the common stock of TWC, and in such capacity may be deemed to share
beneficial ownership of the shares of the Common Stock beneficially owned by
TWC./**/ Each TWC Principal disclaims any such beneficial ownership.
As a result of the Distribution Transaction, no Reporting Person owns
five percent of the outstanding shares of Common Stock.
(c) None.
(d) No person other than the Reporting Persons is known to the
Reporting Persons to have the right to receive or the power to direct the
receipt of dividends from, or the proceeds from the sale of, the shares of
Common Stock of the Company owned by the Reporting Persons. No person is known
to the Reporting Persons to have the right to receive or power to
- --------------------
** Messrs. Conway and D'Aniello each own 950 shares of the common stock of TWC
and Mr. David M. Rubenstein owns 1,150 shares of the common stock of TWC.
<PAGE>
direct the receipt of dividends from, or the proceeds from the sale of, the
shares of the Common Stock of the Company owned by any TWC Principal other than
such TWC Principal.
(e) Not applicable.
Item 6. Contracts, Arrangements, Understandings or Relationships with Respect
- ------ ---------------------------------------------------------------------
to Securities of the Issuer.
- ---------------------------
Carlyle Group is a party to that certain Agreement and Plan of Merger
by and among the Company, Tracor Newco, Inc. ("Newco"), and GDE Holdings, Inc.
("GDE") dated as of October 12, 1994, as amended from time to time (the "Merger
Agreement"), pursuant to which, among other things, (i) Newco merged with and
into GDE and (ii) each share of GDE Common Stock and each option and warrant to
purchase shares of GDE Common Stock was converted into the right to receive (i)
Cash Consideration (as such term is defined in the Merger Agreement), (ii) the
Company's 10-7/8% Senior Subordinated Notes due 2001, and (iii) shares of the
Common Stock (the "Merger Transaction"), in each case, in the amounts provided
in the Merger Agreement. A copy of the Merger Agreement is contained in Exhibit
2 incorporated herein by reference.
In connection with the Merger Transaction, Carlyle Fund, Carlyle
Investment Holdings, Carlyle Group and the TWC Principals entered into that
certain Registration Rights Agreement (the "Registration Rights Agreement")
dated as of November 17, 1994 by and among the Company and each of the holders
of its Registrable Securities (as defined in the Registration Rights Agreement),
and Carlyle Fund, Carlyle Group and Carlyle Investment Holdings have entered
into that certain Holders Agreement (the "Holders Agreement") dated as of
November 17, 1994 by and among the Company, Carlyle Group, Carlyle Fund, Carlyle
Investment Holdings, Hancock Venture Partners III L.P. ("Hancock") BankAmerica
Capital Corporation ("BACC"), The Union Labor Life Insurance Co. ("Union"), and
Brinson Trust Company, as Trustee of the Institutional Venture Capital Fund, II
("Brinson") (Carlyle Fund, Carlyle Investment Holdings, Hancock, BACC, Union,
and Brinson are referred to collectively as the "Holders"), as amended by that
certain Amendment to Holders Agreement dated December 30, 1994 (the "Amendment
to Holders Agreement").
<PAGE>
The Registration Rights Agreement provides, among other things, that
the Company will use its best efforts to register shares of the Common Stock
held by the holders of its Registrable Securities (as such term is defined in
the Registration Rights Agreement) under the Securities Act of 1933, as amended
(the "Securities Act"), within the time period specified in the Registration
Rights Agreement. The Registration Rights Agreement also provides such holders
with the right, subject to certain limitations, to cause the Company to include
the shares of the Common Stock held by such holders in any registration effected
by the Company pursuant to registration statement under the Securities Act and
to include such shares in any offering effected pursuant to any such
registration statement. Pursuant to the Registration Rights Agreement, the
Company will pay certain expenses incurred in connection with any such
registration and will indemnify the other parties to the Registration Rights
Agreement and others for certain liabilities incurred in connection with such
registration. A copy of the Registration Rights Agreement is contained in
Exhibit 3 incorporated herein by reference.
Pursuant to the Holders Agreement, as amended by the Amendment to
Holders Agreement, the Holders have agreed that, from November 17, 1994 through
November 17, 1996, each Holder will not directly or indirectly (i) acquire any
capital stock of the Company or (ii) participate in or encourage the formation
of any partnership, syndicate or group which owns or seeks to offer or acquire
beneficial ownership of any capital stock of the Company; provided that such
limitations will not prohibit the acquisition by any Holder from acquiring, in
the aggregate, 5% of the issued and outstanding Common Stock for investment
purposes. The Holders Agreement, as amended by the Amendment to Holders
Agreement, also provides that, subject to certain conditions and limitations, so
long as the Holders collectively own 800,000 or more shares of the Common Stock,
the Company will use its best efforts to nominate for election to the Board of
Directors of the Company at each annual meeting of the stockholders of the
Company one person designated by Carlyle Group, as the representative of the
Holders. A copy of the Holders Agreement is contained in Exhibit 4 incorporated
herein by reference, and a copy of the Amendment to Holders Agreement is
attached as Exhibit 5 hereto.
<PAGE>
Item 7. Material to be Filed as Exhibits.
- ------ --------------------------------
*Exhibit 1. Joint Filing Agreement dated as of November 28, 1994 by and among
The Carlyle Group, L.P., The Carlyle Partners Leveraged Capital
Fund I, L.P., The Carlyle Group Investment Holdings II, L.L.C.
and TWC Corporation.
*Exhibit 2. Agreement and Plan of Merger by and among Tracor, Inc., Tracor
Newco, Inc., GDE Holdings, Inc., and The Carlyle Group, L.P.
dated as of October 12, 1994, as amended by Amendment No. 1 to
Agreement and Plan of Merger dated as of October 31, 1994 and
Amendment No. 2 to Agreement and Plan of Merger dated as of
November 17, 1994.
*Exhibit 3. Registration Rights Agreement dated as of November 17, 1994 by
and among Tracor, Inc. and each of the Holders of Registrable
Securities Identified on Schedule 1 Thereto.
*Exhibit 4. Holders Agreement dated as of November 17, 1994 by and among
Tracor, Inc., The Carlyle Group, L.P., The Carlyle Partners
Leveraged Capital Fund I, L.P., The Carlyle Group Investment
Holdings II, L.L.C., Hancock Venture Partners III L.P.,
BankAmerica Capital Corporation, The Union Labor Life Insurance
Co., and Brinson Trust Company as Trustee of the Institutional
Venture Capital Fund, II.
Exhibit 5. Amendment to Holders Agreement dated as of December 30, 1994 by
and among Tracor, Inc., The Carlyle Group, L.P., The Carlyle
Partners Leveraged Capital Fund I, L.P., The Carlyle Group
Investment Holdings II, L.L.C., Hancock Venture Partners III,
L.P., BankAmerica Capital Corporation, The Union Labor Life
Insurance Co., and Brinson Trust Company as Trustee of the
Institutional Venture Capital Fund, II.
_______________
* Previously filed in paper format.
<PAGE>
SIGNATURE
---------
After reasonable inquiry and to the best of the knowledge and belief
of the undersigned, the undersigned certify that the information set forth in
this statement is true, complete and correct.
Dated: September 13, 1996 THE CARLYLE PARTNER LEVERAGED
CAPITAL FUND I, L.P.
By: The Carlyle Group, L.P., its
general partner
By: TWC Virginia, Inc., its
general partner
By: /s/ William E. Conway, Jr.
-------------------------------
Name: William E. Conway, Jr.
-------------------------
Title: Executive Vice President
-------------------------
THE CARLYLE GROUP INVESTMENT
HOLDINGS II, L.L.C.
By: TWC Virginia, Inc., its
managing member
By: /s/ William E. Conway, Jr.
-------------------------------
Name: William E. Conway, Jr.
-------------------------
Title: Executive Vice President
-------------------------
THE CARLYLE GROUP, L.P.
By: TWC Virginia, Inc., its
general partner
By: /s/ William E. Conway, Jr.
------------------------------
Name: William E. Conway, Jr.
-------------------------
Title: Executive Vice President
-------------------------
TWC VIRGINIA, INC.
By: /s/ William E. Conway, Jr.
------------------------------
Name: William E. Conway, Jr.
------------------------
Title: Executive Vice President
-------------------------
<PAGE>
EXHIBIT INDEX
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*Exhibit 1. Joint Filing Agreement dated as of N/A
November 28, 1994 by and among The
Carlyle Group, L.P., The Carlyle
Partners Leveraged Capital Fund I,
L.P., The Carlyle Group Investment
Holdings II, L.L.C. and TWC
Corporation.
*Exhibit 2. Agreement and Plan of Merger by N/A
and among Tracor, Inc., Tracor
Newco, Inc., GDE Holdings, Inc.,
and The Carlyle Group, L.P. dated
as of October 12, 1994, as amended
by Amendment No. 1 to Agreement
and Plan of Merger dated as of
October 31, 1994 and Amendment No.
2 to Agreement and Plan of Merger
dated as of November 17, 1994.
*Exhibit 3. Registration Rights Agreement N/A
dated as of November 17, 1994 by
and among Tracor, Inc. and each of
the Holders of Registrable
Securities Identified on Schedule
1 Thereto.
*Exhibit 4. Holders Agreement dated as of N/A
November 17, 1994 by and among
Tracor, Inc., The Carlyle Group,
L.P., The Carlyle Partners
Leveraged Capital Fund I, L.P.,
The Carlyle Group Investment
Holdings II, L.L.C., Hancock
Venture Partners III L.P.,
BankAmerica Capital Corporation,
The Union Labor Life Insurance
Co., and Brinson Trust Company, as
Trustee of the Institutional
Venture Capital Fund, II.
Exhibit 5. Amendment to Holders Agreement 18
dated as of December 30, 1994 by
and among Tracor, Inc., The
Carlyle Group, L.P., The Carlyle
Partners Leveraged Capital Fund I,
L.P., The Carlyle Group Investment
Holdings II, L.L.C., Hancock
Venture Partners III, L.P.,
BankAmerica Capital Corporation,
The Union Labor Life Insurance
Co., and Brinson Trust Company as
Trustee of the Institutional
Venture Capital Fund, II.
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* Previously filed in paper format.
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EXHIBIT 5
AMENDMENT TO HOLDERS AGREEMENT
This Amendment to Holders Agreement, dated as of December 30, 1994 (this
"Amendment"), is entered into by and among (1) TRACOR, INC., a Delaware
corporation ("Tracor"), (ii) THE CARLYLE PARTNERS LEVERAGED CAPITAL FUND I, L.P.
("Carlyle Fund"), a Delaware limited partnership of which The Carlyle Group,
L.P. ("Carlyle Group") is the sole general partner, (iii) HANCOCK VENTURE
PARTNERS III L.P., a Delaware limited partnership of which Back Bay Partners V
L.P. is a general partner ("Hancock"), (iv) BANKAMERICA CAPITAL CORPORATION, a
Delaware corporation ("BACC"), (v) THE UNION LABOR LIFE INSURANCE CO. ("Union"),
(vi) THE CARLYLE GROUP INVESTMENT HOLDINGS II, L.L.C., a Delaware limited
liability company ("Carlyle Holdings"), and (vii) BRINSON TRUST COMPANY AS
TRUSTEE OF THE INSTITUTIONAL VENTURE CAPITAL FUND, II ("Brinson") (Carlyle Fund,
Hancock, BACC, Union, Carlyle Holdings and Brinson being referred to
collectively herein as the "Holders") and joined in by Carlyle Group solely in
the capacity as the representative of the Holders (the "Holder Representative").
WHEREAS, Tracor and its wholly-owned subsidiary, Tracor Newco, Inc.
("Newco") have entered into an Agreement and Plan of Merger dated October 12,
1994, as amended (the "Merger Agreement"), pursuant to which Tracor acquired GDE
Holdings, Inc. ("GDE") through the merger (the "Merger") of Newco into GDE on
November 17, 1994 (the "Closing Date").
WHEREAS, the Holders, as former holders of equity interests in GDE,
received on the Closing Date, among other things, shares ("Shares") of the
common stock, par value $.01 per share, of Tracor (the "Tracor Common Stock"),
and senior subordinated promissory notes maturing 2001 of Tracor (the "Tracor
Notes") pursuant to the terms of the Merger Agreement.
WHEREAS, as a condition precedent to the consummation of the Merger and the
other transactions contemplated by the Merger Agreement the parties entered into
a Holders Agreement, dated November 17, 1994 (the "Original Holders Agreement"),
which provides for, among other things, certain provisions relating to the
nomination by the Holder Representative of up to two members of the Board of
Directors of Tracor, conditioned upon the holding
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by the Holders of specified numbers of Shares and Share Equivalents (as therein
defined).
WHEREAS, the Original Holders Agreement was amended, subject to the
approval of the Board of Directors of Tracor, by a letter agreement between
Tracor and the Holder Representative, dated November 17, 1994 (the "Letter
Amendment"), to provide for the nomination of one member of the Board of
Directors of Tracor by the Holder Representative, provided that the Holders hold
in the aggregate 800,000 or more Shares (as adjusted), and provided further that
any such nominee shall be reasonably satisfactory to the Board of Tracor.
WHEREAS, the Letter Amendment required Tracor to support and use its best
efforts to submit the proposal contained in the Letter Amendment to the Board of
Tracor at its next regular meeting.
WHEREAS, the proposal contained in the Letter Amendment was submitted to
and approved by the Board of Directors of Tracor at its regular meeting held on
December 15, 1994.
WHEREAS, the parties hereto desire to amend and restate Paragraph 3 of the
Original Holders Agreement, as modified by the Letter Amendment, pertaining to
nomination by the Holder Representative of a director of Tracor.
WHEREAS, one or more Holders may distribute some or all of the Shares
received by them to their partners, affiliates, beneficiaries or to designees of
such persons, in which case any such distributee of a Holder shall be treated
for all purposes as a Holder hereunder, and shall hold such Shares subject to
the Original Holders Agreement, as amended by this Amendment.
NOW, THEREFORE, the parties agree as follows:
1. Amendment of the Original Holders Agreement. Effective as of the
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date hereof, paragraph 3 of the Original Holders Agreement is hereby amended to
read in its entirety as follows:
3. Nomination and Election of Directors.
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a. Tracor agrees to use its best efforts to assure that one
person designated in writing by the Holder Representative
and reasonably acceptable to the Board of Directors of
Tracor is nominated to serve on the Board of Directors at
each annual meeting of the stockholders or special meeting
of the stockholders of Tracor held for the purpose of
electing directors, subject to the following conditions and
limitations:
(i) at all times hereafter that the Holders hold in the
aggregate 800,000 or more Shares (as adjusted for
splits, reclassifications, recapitalizations,
subdivisions, or other similar changes in the Tracor
Common Stock occurring after November 17, 1994 (the
"Closing Date") at the time the record date is set
for any annual meeting of stockholders or special
meeting of stockholders of Tracor held for the
purpose of electing directors, the Holder
Representative shall be entitled to designate in
writing to Tracor the name of one person to be
nominated to the Board of Directors of Tracor.
(ii) If the aggregate number of Shares held by Holders at
any time is less than 800,000 (as adjusted for
splits, reclassifications, recapitalizations,
subdivisions or other similar changes in the Tracor
Common Stock occurring after the Closing Date), all
rights granted to the Holder Representative in this
Agreement to designate persons to serve on the Board
of Directors of Tracor shall immediately cease, and
cannot be reinstated.
(iii) Pending the initial election or appointment to the
Board of Directors of Tracor of a person or
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persons designated by the Holder Representative in
accordance with this Section 3(a), Tracor shall permit
one person designated by the Holder Representative to
attend, receive timely notice of and make comments at
all meetings of the Board of Directors.
b. Tracor agrees that at the first annual meeting of
stockholders held following the date hereof. Tracor shall
make, and shall use its best efforts to obtain stockholder
approval of, a proposal to increase the numbers of members
serving on the Board of Directors up to seven. At such
annual meeting of stockholders and at each annual meeting of
stockholders or special meeting of stockholders thereafter
held for the purpose of electing directors of Tracor, Tracor
shall use its best efforts to nominate and secure the
election of the person designated in writing by the Holder
Representative pursuant to Section 3(a) above. In no event
shall the Holders, acting through the Holder Representative
or otherwise, be entitled to more than one designee elected
to the Board of Directors of Tracor.
c. The Holders hereby acknowledge their appointment or
designation of Carlyle Group as their representative for the
purpose of this Agreement and the corporate affairs and
other matters contemplated hereby (the "Holder
Representative") and acknowledge and agree that the Holder
Representative shall be authorized to take all such actions
on behalf of Holders as may be expressed herein or
contemplated hereby.
d. If any vacancy occurs in the Board of Directors of Tracor
because of the death, disability, resignation, retirement,
or
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removal of the director nominated by the Holder
Representative, the Holder Representative shall nominate a
successor, and Tracor shall use its best efforts to cause
such successor designee to be appointed to fill the vacancy
at the earliest practicable date.
2. Consent to Amendment of Westmark Agreement. The Holders holding at
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least 66.66% of the shares of Tracor Common Stock held in the aggregate by all
Holders hereby consent to the amendment of the Westmark/Tracor Holders
Agreement, dated as of October 12, 1994, between Tracor and Westmark Systems,
Inc., to provide for the matters discussed in paragraph 3 of the Original
Holders Agreement, as amended by this Amendment.
3. Successors and Assigns. Except as otherwise expressly provided
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herein, this Amendment shall be binding upon and inure to the benefit of Tracor,
its successors and assigns, and the Holders and their successors and assigns;
provided, however, that no party shall be deemed a Holder hereunder or under the
Original Holders Agreement after it ceases to own any of the Shares.
4. Severability. If any provision of this Amendment shall be invalid or
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unenforceable, such invalidity or unenforceability shall attach only to such
provision and shall not in any manner affect or render invalid or unenforceable
any other severable provision of this Amendment, and this Amendment shall be
carried out as if any such invalid or unenforceable provision were not contained
herein.
5. Further Actions. Each party hereto shall cooperate and shall take
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such further action and shall execute and deliver such further documents as may
be reasonably requested by any other party in order to carry out the provisions
and purposes of this Amendment.
6. Counterparts. This Amendment may be executed in counterparts, all of
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which taken together shall be deemed one original.
7. Governing Law. This Amendment shall be deemed to be a contract under
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the laws of the State of Delaware and for all purposes shall be construed and
enforced in accordance with the
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internal laws of said state without regard to the principles of conflicts of
law.
8. Term. This Amendment shall expire on November 17, 2004.
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IN WITNESS WHEREOF, the parties hereto have caused this Amendment to be
duly executed as of the day and year first above written.
TRACOR, INC.
By: __________________________
Name: __________________________
Title: __________________________
THE CARLYLE PARTNERS LEVERAGED
CAPITAL FUND 1, L.P.
By: The Carlyle Group, L.P., its
General Partner
By: TWC Corporation, its General
Partner
By: __________________________
Name: __________________________
Title: __________________________
THE UNION LABOR LIFE INSURANCE CO.
By: __________________________
Name: __________________________
Title: __________________________
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THE CARLYLE GROUP, L.P.,
a Delaware limited partnership
By: TWC Corporation, its General
Partner
By: --------------------------
Name: --------------------------
Title: --------------------------
BANKAMERICA CAPITAL CORPORATION
650 Town Center Drive, 17th Floor
Costa Mesa, California 92626
By: --------------------------
Name: --------------------------
Title: --------------------------
HANCOCK VENTURE PARTNERS III L.P.
One Financial Center, 44th Floor
Boston, Massachusetts 02117
By: Its General Partner
By: --------------------------
Name: --------------------------
Title: --------------------------
BACK BAY PARTNERS V L.P.
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By: One of Its General Partners
By: __________________________
Name: __________________________
Title: __________________________
BRINSON TRUST COMPANY AS TRUSTEE
OF THE INSTITUTIONAL VENTURE
CAPITAL FUND, II
By: _________________________
Name: _________________________
Title: _________________________
THE CARLYLE GROUP INVESTMENT
HOLDINGS II, L.L.C.
By: __________________________
Name: __________________________
Title: __________________________
