<PAGE>
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
----------
SCHEDULE 13D
(RULE 13d-101)
INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT
TO RULE 13d-1(a) AND AMENDMENTS THERETO FILED PURSUANT TO
RULE 13d-2(a)
SYNAGRO TECHNOLOGIES, INC.
--------------------------
(Name of Issuer)
COMMON STOCK, $0.002 PAR VALUE
------------------------------
(Title of Class of Securities)
871562203
---------
(CUSIP Number)
Linda D. Barker, Esq.
The TCW Group, Inc.
865 South Figueroa Street, Suite 1800
Los Angeles, California 90017
213-244-0694
------------
(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)
AUGUST 14, 2000
---------------
(Date of Event Which Requires Filing
of This Statement)
If the filing person has previously filed a statement on Schedule 13G to
report the acquisition that is the subject of this Schedule 13D, and is filing
this schedule because of Rule 13d-1(e), 13d-1(f) or 13d-1(g), check the
following box: / /
NOTE. Schedules filed in paper format shall include a signed original and
five copies of the schedule, including all exhibits. SEE Rule 13d-7(b) for other
parties to whom copies are to be sent.
(Continued on following pages)
(Page 1 of 40 Pages)
<PAGE>
------------------- --------------------
CUSIP NO. 871562203 13 D Page 2 of 40 Pages
------------------- --------------------
--------------------------------------------------------------------------------
1 NAME OF REPORTING PERSON
I.R.S. IDENTIFICATION NO. OF ABOVE PERSON (ENTITIES ONLY)
The TCW Group, Inc.
--------------------------------------------------------------------------------
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) / /
(b) /X/
--------------------------------------------------------------------------------
3 SEC USE ONLY
--------------------------------------------------------------------------------
4 SOURCE OF FUNDS
Not Applicable
--------------------------------------------------------------------------------
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEM 2(d) OR 2(e) / /
--------------------------------------------------------------------------------
6 CITIZENSHIP OR PLACE OF ORGANIZATION
Nevada
--------------------------------------------------------------------------------
NUMBER OF 7 SOLE VOTING POWER
0
SHARES -------------------------------------------------
8 SHARED VOTING POWER
BENEFICIALLY 580,665*
-------------------------------------------------
OWNED BY 9 SOLE DISPOSITIVE POWER
0
EACH -------------------------------------------------
REPORTING PERSON 10 SHARED DISPOSITIVE POWER
WITH 580,665*
--------------------------------------------------------------------------------
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
580,665*
--------------------------------------------------------------------------------
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES /X/**
--------------------------------------------------------------------------------
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
2.7%
--------------------------------------------------------------------------------
14 TYPE OF REPORTING PERSON
HC, CO
--------------------------------------------------------------------------------
*The Reporting Person owns no Common Stock. Numbers reflect the number of shares
that the Reporting Person has a right to acquire through the conversion of
Preferred Stock and the resulting voting and dispositive powers that will arise
only if the shares are so acquired. See Item 5 of the text below. These shares
do not include an indeterminate number of shares that might also be acquired on
exercise of warrants that might be acquired, subject to conditions, in
connection with future loans by the TCW/Agreement Parties. See Item 3.
**The aggregate amount in Row (11) excludes shares that the Reporting Person may
be deemed to beneficially own as a member of those groups as to which the
Reporting Person disclaims group membership in Item 5(a) of the text below.
<PAGE>
------------------- --------------------
CUSIP NO. 871562203 13 D Page 3 of 40 Pages
------------------- --------------------
--------------------------------------------------------------------------------
1 NAME OF REPORTING PERSON
I.R.S. IDENTIFICATION NO. OF ABOVE PERSON (ENTITIES ONLY)
Robert A. Day
--------------------------------------------------------------------------------
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 ITEM 2(d) OR 2(e) / /
--------------------------------------------------------------------------------
6 CITIZENSHIP OR PLACE OF ORGANIZATION
United States
--------------------------------------------------------------------------------
NUMBER OF 7 SOLE VOTING POWER
0
SHARES -------------------------------------------------
8 SHARED VOTING POWER
BENEFICIALLY 580,665*
-------------------------------------------------
OWNED BY 9 SOLE DISPOSITIVE POWER
0
EACH -------------------------------------------------
REPORTING PERSON 10 SHARED DISPOSITIVE POWER
WITH 580,665*
--------------------------------------------------------------------------------
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
580,665*
--------------------------------------------------------------------------------
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES /X/**
--------------------------------------------------------------------------------
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
2.7%
--------------------------------------------------------------------------------
14 TYPE OF REPORTING PERSON
IN, HC
--------------------------------------------------------------------------------
*The Reporting Person owns no Common Stock. Numbers reflect the number of shares
that the Reporting Person has a right to acquire through the conversion of
Preferred Stock and the resulting voting and dispositive powers that will arise
only if the shares are so acquired. See Item 5 of the text below. These shares
do not include an indeterminate number of shares that might also be acquired on
exercise of warrants that might be acquired, subject to conditions, in
connection with future loans by the TCW/Agreement Parties. See Item 3.
**The aggregate amount in Row (11) excludes shares that the Reporting Person may
be deemed to beneficially own as a member of those groups as to which the
Reporting Person disclaims group membership in Item 5(a) of the text below.
<PAGE>
------------------- --------------------
CUSIP NO. 871562203 13 D Page 4 of 40 Pages
------------------- --------------------
--------------------------------------------------------------------------------
1 NAME OF REPORTING PERSON
I.R.S. IDENTIFICATION NO. OF ABOVE PERSON (ENTITIES ONLY)
TCW Investment Management Company
--------------------------------------------------------------------------------
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 ITEM 2(d) OR 2(e) / /
--------------------------------------------------------------------------------
6 CITIZENSHIP OR PLACE OF ORGANIZATION
California
--------------------------------------------------------------------------------
NUMBER OF 7 SOLE VOTING POWER
0
SHARES -------------------------------------------------
8 SHARED VOTING POWER
BENEFICIALLY 387,110*
-------------------------------------------------
OWNED BY 9 SOLE DISPOSITIVE POWER
0
EACH -------------------------------------------------
REPORTING PERSON 10 SHARED DISPOSITIVE POWER
WITH 387,110*
--------------------------------------------------------------------------------
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
387,110*
--------------------------------------------------------------------------------
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES /X/**
--------------------------------------------------------------------------------
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
1.8%
--------------------------------------------------------------------------------
14 TYPE OF REPORTING PERSON
HC, CO, IA
--------------------------------------------------------------------------------
*The Reporting Person owns no Common Stock. Numbers reflect the number of shares
that the Reporting Person has a right to acquire through the conversion of
Preferred Stock and the resulting voting and dispositive powers that will arise
only if the shares are so acquired. See Item 5 of the text below. These shares
do not include an indeterminate number of shares that might also be acquired on
exercise of warrants that might be acquired, subject to conditions, in
connection with future loans by the TCW/Agreement Parties. See Item 3.
**The aggregate amount in Row (11) excludes shares that the Reporting Person may
be deemed to beneficially own as a member of those groups as to which the
Reporting Person disclaims group membership in Item 5(a) of the text below.
<PAGE>
------------------- --------------------
CUSIP NO. 871562203 13 D Page 5 of 40 Pages
------------------- --------------------
--------------------------------------------------------------------------------
1 NAME OF REPORTING PERSON
I.R.S. IDENTIFICATION NO. OF ABOVE PERSON (ENTITIES ONLY)
TCW Asset Management Company
--------------------------------------------------------------------------------
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 ITEM 2(d) OR 2(e) / /
--------------------------------------------------------------------------------
6 CITIZENSHIP OR PLACE OF ORGANIZATION
California
--------------------------------------------------------------------------------
NUMBER OF 7 SOLE VOTING POWER
0
SHARES -------------------------------------------------
8 SHARED VOTING POWER
BENEFICIALLY 193,555*
-------------------------------------------------
OWNED BY 9 SOLE DISPOSITIVE POWER
0
EACH -------------------------------------------------
REPORTING PERSON 10 SHARED DISPOSITIVE POWER
WITH 193,555*
--------------------------------------------------------------------------------
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
193,555*
--------------------------------------------------------------------------------
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES /X/**
--------------------------------------------------------------------------------
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
0.9%
--------------------------------------------------------------------------------
14 TYPE OF REPORTING PERSON
HC, CO, IA
--------------------------------------------------------------------------------
*The Reporting Person owns no Common Stock. Numbers reflect the number of shares
that the Reporting Person has a right to acquire through the conversion of
Preferred Stock and the resulting voting and dispositive powers that will arise
only if the shares are so acquired. See Item 5 of the text below. These shares
do not include an indeterminate number of shares that might also be acquired on
exercise of warrants that might be acquired, subject to conditions, in
connection with future loans by the TCW/Agreement Parties. See Item 3.
**The aggregate amount in Row (11) excludes shares that the Reporting Person may
be deemed to beneficially own as a member of those groups as to which the
Reporting Person disclaims group membership in Item 5(a) of the text below.
<PAGE>
------------------- --------------------
CUSIP NO. 871562203 13 D Page 6 of 40 Pages
------------------- --------------------
--------------------------------------------------------------------------------
1 NAME OF REPORTING PERSON
I.R.S. IDENTIFICATION NO. OF ABOVE PERSON (ENTITIES ONLY)
TCW/Crescent Mezzanine II, 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 ITEM 2(d) OR 2(e) / /
--------------------------------------------------------------------------------
6 CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
--------------------------------------------------------------------------------
NUMBER OF 7 SOLE VOTING POWER
0
SHARES -------------------------------------------------
8 SHARED VOTING POWER
BENEFICIALLY 2,321,120*
-------------------------------------------------
OWNED BY 9 SOLE DISPOSITIVE POWER
0
EACH -------------------------------------------------
REPORTING PERSON 10 SHARED DISPOSITIVE POWER
WITH 2,321,120*
--------------------------------------------------------------------------------
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
2,321,120*
--------------------------------------------------------------------------------
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES /X/**
--------------------------------------------------------------------------------
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
10.4%
--------------------------------------------------------------------------------
14 TYPE OF REPORTING PERSON
OO, IA
--------------------------------------------------------------------------------
*The Reporting Person owns no Common Stock. Numbers reflect the number of shares
that the Reporting Person has a right to acquire through the conversion of
Preferred Stock and the resulting voting and dispositive powers that will arise
only if the shares are so acquired. See Item 5 of the text below. These shares
do not include an indeterminate number of shares that might also be acquired on
exercise of warrants that might be acquired, subject to conditions, in
connection with future loans by the TCW/Agreement Parties. See Item 3.
**The aggregate amount in Row (11) excludes shares that the Reporting Person may
be deemed to beneficially own as a member of those groups as to which the
Reporting Person disclaims group membership in Item 5(a) of the text below.
<PAGE>
------------------- --------------------
CUSIP NO. 871562203 13 D Page 7 of 40 Pages
------------------- --------------------
--------------------------------------------------------------------------------
1 NAME OF REPORTING PERSON
I.R.S. IDENTIFICATION NO. OF ABOVE PERSON (ENTITIES ONLY)
TCW/Crescent Mezzanine Partners II, 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 ITEM 2(d) OR 2(e) / /
--------------------------------------------------------------------------------
6 CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
--------------------------------------------------------------------------------
NUMBER OF 7 SOLE VOTING POWER
0
SHARES -------------------------------------------------
8 SHARED VOTING POWER
BENEFICIALLY 1,868,255*
-------------------------------------------------
OWNED BY 9 SOLE DISPOSITIVE POWER
0
EACH -------------------------------------------------
REPORTING PERSON 10 SHARED DISPOSITIVE POWER
WITH 1,868,255*
--------------------------------------------------------------------------------
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,868,255*
--------------------------------------------------------------------------------
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES /X/**
--------------------------------------------------------------------------------
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
8.4%
--------------------------------------------------------------------------------
14 TYPE OF REPORTING PERSON
PN
--------------------------------------------------------------------------------
*The Reporting Person owns no Common Stock. Numbers reflect the number of shares
that the Reporting Person has a right to acquire through the conversion of
Preferred Stock and the resulting voting and dispositive powers that will arise
only if the shares are so acquired. See Item 5 of the text below. These shares
do not include an indeterminate number of shares that might also be acquired on
exercise of warrants that might be acquired, subject to conditions, in
connection with future loans by the TCW/Agreement Parties. See Item 3.
**The aggregate amount in Row (11) excludes shares that the Reporting Person may
be deemed to beneficially own as a member of those groups as to which the
Reporting Person disclaims group membership in Item 5(a) of the text below.
<PAGE>
------------------- --------------------
CUSIP NO. 871562203 13 D Page 8 of 40 Pages
------------------- --------------------
--------------------------------------------------------------------------------
1 NAME OF REPORTING PERSON
I.R.S. IDENTIFICATION NO. OF ABOVE PERSON (ENTITIES ONLY)
TCW/Crescent Mezzanine Trust II
--------------------------------------------------------------------------------
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 ITEM 2(d) OR 2(e) / /
--------------------------------------------------------------------------------
6 CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
--------------------------------------------------------------------------------
NUMBER OF 7 SOLE VOTING POWER
0
SHARES -------------------------------------------------
8 SHARED VOTING POWER
BENEFICIALLY 452,865*
-------------------------------------------------
OWNED BY 9 SOLE DISPOSITIVE POWER
0
EACH -------------------------------------------------
REPORTING PERSON 10 SHARED DISPOSITIVE POWER
WITH 452,865*
--------------------------------------------------------------------------------
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
452,865*
--------------------------------------------------------------------------------
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES /X/**
--------------------------------------------------------------------------------
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
2.0%
--------------------------------------------------------------------------------
14 TYPE OF REPORTING PERSON
OO
--------------------------------------------------------------------------------
*The Reporting Person owns no Common Stock. Numbers reflect the number of shares
that the Reporting Person has a right to acquire through the conversion of
Preferred Stock and the resulting voting and dispositive powers that will arise
only if the shares are so acquired. See Item 5 of the text below. These shares
do not include an indeterminate number of shares that might also be acquired on
exercise of warrants that might be acquired, subject to conditions, in
connection with future loans by the TCW/Agreement Parties. See Item 3.
**The aggregate amount in Row (11) excludes shares that the Reporting Person may
be deemed to beneficially own as a member of those groups as to which the
Reporting Person disclaims group membership in Item 5(a) of the text below.
<PAGE>
------------------- --------------------
CUSIP NO. 871562203 13 D Page 9 of 40 Pages
------------------- --------------------
--------------------------------------------------------------------------------
1 NAME OF REPORTING PERSON
I.R.S. IDENTIFICATION NO. OF ABOVE PERSON (ENTITIES ONLY)
TCW Leveraged Income Trust, 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 ITEM 2(d) OR 2(e) / /
--------------------------------------------------------------------------------
6 CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
--------------------------------------------------------------------------------
NUMBER OF 7 SOLE VOTING POWER
0
SHARES -------------------------------------------------
8 SHARED VOTING POWER
BENEFICIALLY 193,555*
-------------------------------------------------
OWNED BY 9 SOLE DISPOSITIVE POWER
0
EACH -------------------------------------------------
REPORTING PERSON 10 SHARED DISPOSITIVE POWER
WITH 193,555*
--------------------------------------------------------------------------------
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
193,555*
--------------------------------------------------------------------------------
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES /X/**
--------------------------------------------------------------------------------
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
0.9%
--------------------------------------------------------------------------------
14 TYPE OF REPORTING PERSON
PN
--------------------------------------------------------------------------------
*The Reporting Person owns no Common Stock. Numbers reflect the number of shares
that the Reporting Person has a right to acquire through the conversion of
Preferred Stock and the resulting voting and dispositive powers that will arise
only if the shares are so acquired. See Item 5 of the text below. These shares
do not include an indeterminate number of shares that might also be acquired on
exercise of warrants that might be acquired, subject to conditions, in
connection with future loans by the TCW/Agreement Parties. See Item 3.
**The aggregate amount in Row (11) excludes shares that the Reporting Person may
be deemed to beneficially own as a member of those groups as to which the
Reporting Person disclaims group membership in Item 5(a) of the text below.
<PAGE>
------------------- --------------------
CUSIP NO. 871562203 13 D Page 10 of 40 Pages
------------------- --------------------
--------------------------------------------------------------------------------
1 NAME OF REPORTING PERSON
I.R.S. IDENTIFICATION NO. OF ABOVE PERSON (ENTITIES ONLY)
TCW Leveraged Income Trust II, 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 ITEM 2(d) OR 2(e) / /
--------------------------------------------------------------------------------
6 CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
--------------------------------------------------------------------------------
NUMBER OF 7 SOLE VOTING POWER
0
SHARES -------------------------------------------------
8 SHARED VOTING POWER
BENEFICIALLY 193,555*
-------------------------------------------------
OWNED BY 9 SOLE DISPOSITIVE POWER
0
EACH -------------------------------------------------
REPORTING PERSON 10 SHARED DISPOSITIVE POWER
WITH 193,555*
--------------------------------------------------------------------------------
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
193,555*
--------------------------------------------------------------------------------
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES /X/**
--------------------------------------------------------------------------------
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
0.9%
--------------------------------------------------------------------------------
14 TYPE OF REPORTING PERSON
PN
--------------------------------------------------------------------------------
*The Reporting Person owns no Common Stock. Numbers reflect the number of shares
that the Reporting Person has a right to acquire through the conversion of
Preferred Stock and the resulting voting and dispositive powers that will arise
only if the shares are so acquired. See Item 5 of the text below. These shares
do not include an indeterminate number of shares that might also be acquired on
exercise of warrants that might be acquired, subject to conditions, in
connection with future loans by the TCW/Agreement Parties. See Item 3.
**The aggregate amount in Row (11) excludes shares that the Reporting Person may
be deemed to beneficially own as a member of those groups as to which the
Reporting Person disclaims group membership in Item 5(a) of the text below.
<PAGE>
------------------- --------------------
CUSIP NO. 871562203 13 D Page 11 of 40 Pages
------------------- --------------------
--------------------------------------------------------------------------------
1 NAME OF REPORTING PERSON
I.R.S. IDENTIFICATION NO. OF ABOVE PERSON (ENTITIES ONLY)
TCW Leveraged Income Trust IV, 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 ITEM 2(d) OR 2(e) / /
--------------------------------------------------------------------------------
6 CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
--------------------------------------------------------------------------------
NUMBER OF 7 SOLE VOTING POWER
0
SHARES -------------------------------------------------
8 SHARED VOTING POWER
BENEFICIALLY 193,555*
-------------------------------------------------
OWNED BY 9 SOLE DISPOSITIVE POWER
0
EACH -------------------------------------------------
REPORTING PERSON 10 SHARED DISPOSITIVE POWER
WITH 193,555*
--------------------------------------------------------------------------------
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
193,555*
--------------------------------------------------------------------------------
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES /X/**
--------------------------------------------------------------------------------
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
0.9%
--------------------------------------------------------------------------------
14 TYPE OF REPORTING PERSON
PN
--------------------------------------------------------------------------------
*The Reporting Person owns no Common Stock. Numbers reflect the number of shares
that the Reporting Person has a right to acquire through the conversion of
Preferred Stock and the resulting voting and dispositive powers that will arise
only if the shares are so acquired. See Item 5 of the text below. These shares
do not include an indeterminate number of shares that might also be acquired on
exercise of warrants that might be acquired, subject to conditions, in
connection with future loans by the TCW/Agreement Parties. See Item 3.
**The aggregate amount in Row (11) excludes shares that the Reporting Person may
be deemed to beneficially own as a member of those groups as to which the
Reporting Person disclaims group membership in Item 5(a) of the text below.
<PAGE>
------------------- --------------------
CUSIP NO. 871562203 13 D Page 12 of 40 Pages
------------------- --------------------
--------------------------------------------------------------------------------
1 NAME OF REPORTING PERSON
I.R.S. IDENTIFICATION NO. OF ABOVE PERSON (ENTITIES ONLY)
TCW Advisers (Bermuda) 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 ITEM 2(d) OR 2(e) / /
--------------------------------------------------------------------------------
6 CITIZENSHIP OR PLACE OF ORGANIZATION
Bermuda
--------------------------------------------------------------------------------
NUMBER OF 7 SOLE VOTING POWER
0
SHARES -------------------------------------------------
8 SHARED VOTING POWER
BENEFICIALLY 387,110*
-------------------------------------------------
OWNED BY 9 SOLE DISPOSITIVE POWER
0
EACH -------------------------------------------------
REPORTING PERSON 10 SHARED DISPOSITIVE POWER
WITH 387,110*
--------------------------------------------------------------------------------
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
387,110*
--------------------------------------------------------------------------------
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES /X/**
--------------------------------------------------------------------------------
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
1.8%
--------------------------------------------------------------------------------
14 TYPE OF REPORTING PERSON
CO
--------------------------------------------------------------------------------
*The Reporting Person owns no Common Stock. Numbers reflect the number of shares
that the Reporting Person has a right to acquire through the conversion of
Preferred Stock and the resulting voting and dispositive powers that will arise
only if the shares are so acquired. See Item 5 of the text below. These shares
do not include an indeterminate number of shares that might also be acquired on
exercise of warrants that might be acquired, subject to conditions, in
connection with future loans by the TCW/Agreement Parties. See Item 3.
**The aggregate amount in Row (11) excludes shares that the Reporting Person may
be deemed to beneficially own as a member of those groups as to which the
Reporting Person disclaims group membership in Item 5(a) of the text below.
<PAGE>
------------------- --------------------
CUSIP NO. 871562203 13 D Page 13 of 40 Pages
------------------- --------------------
--------------------------------------------------------------------------------
1 NAME OF REPORTING PERSON
I.R.S. IDENTIFICATION NO. OF ABOVE PERSON (ENTITIES ONLY)
TCW/Crescent Mezzanine II, L.P.
--------------------------------------------------------------------------------
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 ITEM 2(d) OR 2(e) / /
--------------------------------------------------------------------------------
6 CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
--------------------------------------------------------------------------------
NUMBER OF 7 SOLE VOTING POWER
0
SHARES -------------------------------------------------
8 SHARED VOTING POWER
BENEFICIALLY 2,321,120*
-------------------------------------------------
OWNED BY 9 SOLE DISPOSITIVE POWER
0
EACH -------------------------------------------------
REPORTING PERSON 10 SHARED DISPOSITIVE POWER
WITH 2,321,120*
--------------------------------------------------------------------------------
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
2,321,120*
--------------------------------------------------------------------------------
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES /X/**
--------------------------------------------------------------------------------
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
10.4%
--------------------------------------------------------------------------------
14 TYPE OF REPORTING PERSON
PN
--------------------------------------------------------------------------------
*The Reporting Person owns no Common Stock. Numbers reflect the number of shares
that the Reporting Person has a right to acquire through the conversion of
Preferred Stock and the resulting voting and dispositive powers that will arise
only if the shares are so acquired. See Item 5 of the text below. These shares
do not include an indeterminate number of shares that might also be acquired on
exercise of warrants that might be acquired, subject to conditions, in
connection with future loans by the TCW/Agreement Parties. See Item 3.
**The aggregate amount in Row (11) excludes shares that the Reporting Person may
be deemed to beneficially own as a member of those groups as to which the
Reporting Person disclaims group membership in Item 5(a) of the text below.
<PAGE>
------------------- --------------------
CUSIP NO. 871562203 13 D Page 14 of 40 Pages
------------------- --------------------
--------------------------------------------------------------------------------
1 NAME OF REPORTING PERSON
I.R.S. IDENTIFICATION NO. OF ABOVE PERSON (ENTITIES ONLY)
TCW (LINC II), L.P.
--------------------------------------------------------------------------------
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 ITEM 2(d) OR 2(e) / /
--------------------------------------------------------------------------------
6 CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
--------------------------------------------------------------------------------
NUMBER OF 7 SOLE VOTING POWER
0
SHARES -------------------------------------------------
8 SHARED VOTING POWER
BENEFICIALLY 193,555*
-------------------------------------------------
OWNED BY 9 SOLE DISPOSITIVE POWER
0
EACH -------------------------------------------------
REPORTING PERSON 10 SHARED DISPOSITIVE POWER
WITH 193,555*
--------------------------------------------------------------------------------
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
193,555*
--------------------------------------------------------------------------------
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES /X/**
--------------------------------------------------------------------------------
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
0.9%
--------------------------------------------------------------------------------
14 TYPE OF REPORTING PERSON
PN
--------------------------------------------------------------------------------
*The Reporting Person owns no Common Stock. Numbers reflect the number of shares
that the Reporting Person has a right to acquire through the conversion of
Preferred Stock and the resulting voting and dispositive powers that will arise
only if the shares are so acquired. See Item 5 of the text below. These shares
do not include an indeterminate number of shares that might also be acquired on
exercise of warrants that might be acquired, subject to conditions, in
connection with future loans by the TCW/Agreement Parties. See Item 3.
**The aggregate amount in Row (11) excludes shares that the Reporting Person may
be deemed to beneficially own as a member of those groups as to which the
Reporting Person disclaims group membership in Item 5(a) of the text below.
<PAGE>
------------------- --------------------
CUSIP NO. 871562203 13 D Page 15 of 40 Pages
------------------- --------------------
--------------------------------------------------------------------------------
1 NAME OF REPORTING PERSON
I.R.S. IDENTIFICATION NO. OF ABOVE PERSON (ENTITIES ONLY)
TCW (LINC IV), 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 ITEM 2(d) OR 2(e) / /
--------------------------------------------------------------------------------
6 CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
--------------------------------------------------------------------------------
NUMBER OF 7 SOLE VOTING POWER
0
SHARES -------------------------------------------------
8 SHARED VOTING POWER
BENEFICIALLY 193,555*
-------------------------------------------------
OWNED BY 9 SOLE DISPOSITIVE POWER
0
EACH -------------------------------------------------
REPORTING PERSON 10 SHARED DISPOSITIVE POWER
WITH 193,555*
--------------------------------------------------------------------------------
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
193,555*
--------------------------------------------------------------------------------
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES /X/**
--------------------------------------------------------------------------------
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
0.9%
--------------------------------------------------------------------------------
14 TYPE OF REPORTING PERSON
OO
--------------------------------------------------------------------------------
*The Reporting Person owns no Common Stock. Numbers reflect the number of shares
that the Reporting Person has a right to acquire through the conversion of
Preferred Stock and the resulting voting and dispositive powers that will arise
only if the shares are so acquired. See Item 5 of the text below. These shares
do not include an indeterminate number of shares that might also be acquired on
exercise of warrants that might be acquired, subject to conditions, in
connection with future loans by the TCW/Agreement Parties. See Item 3.
**The aggregate amount in Row (11) excludes shares that the Reporting Person may
be deemed to beneficially own as a member of those groups as to which the
Reporting Person disclaims group membership in Item 5(a) of the text below.
<PAGE>
------------------- --------------------
CUSIP NO. 871562203 13 D Page 16 of 40 Pages
------------------- --------------------
--------------------------------------------------------------------------------
1 NAME OF REPORTING PERSON
I.R.S. IDENTIFICATION NO. OF ABOVE PERSON (ENTITIES ONLY)
TCW CRESCENT MEZZANINE, 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 ITEM 2(d) OR 2(e) / /
--------------------------------------------------------------------------------
6 CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
--------------------------------------------------------------------------------
NUMBER OF 7 SOLE VOTING POWER
0
SHARES -------------------------------------------------
8 SHARED VOTING POWER
BENEFICIALLY 2,321,120*
-------------------------------------------------
OWNED BY 9 SOLE DISPOSITIVE POWER
0
EACH -------------------------------------------------
REPORTING PERSON 10 SHARED DISPOSITIVE POWER
WITH 2,321,120*
--------------------------------------------------------------------------------
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
2,321,120*
--------------------------------------------------------------------------------
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES /X/**
--------------------------------------------------------------------------------
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
10.4%
--------------------------------------------------------------------------------
14 TYPE OF REPORTING PERSON
OO
--------------------------------------------------------------------------------
*The Reporting Person owns no Common Stock. Numbers reflect the number of shares
that the Reporting Person has a right to acquire through the conversion of
Preferred Stock and the resulting voting and dispositive powers that will arise
only if the shares are so acquired. See Item 5 of the text below. These shares
do not include an indeterminate number of shares that might also be acquired on
exercise of warrants that might be acquired, subject to conditions, in
connection with future loans by the TCW/Agreement Parties. See Item 3.
**The aggregate amount in Row (11) excludes shares that the Reporting Person may
be deemed to beneficially own as a member of those groups as to which the
Reporting Person disclaims group membership in Item 5(a) of the text below.
<PAGE>
ITEM 1. SECURITY AND ISSUER
This Statement relates to the Common Stock, par value $0.002 per share (the
"Common Stock"), of Synagro Technologies, Inc., a Delaware corporation (the
"Issuer"). The address of the principal executive office of the Issuer is 1800
Bering Drive, Suite 100, Houston, TX 77057.
ITEM 2. IDENTITY AND BACKGROUND
This Statement is filed on behalf of
1) The TCW Group, Inc. ("TCWG"), a Nevada corporation;
2) Robert A. Day, an individual;
3) TCW Investment Management Company ("TIMCO"), a California corporation
and wholly-owned subsidiary of TCWG;
4) TCW Asset Management Company ("TAMCO"), a California corporation and
wholly-owned subsidiary of TCWG;
5) TCW/Crescent Mezzanine II, LLC ("MEZZANINE II LLC"), a Delaware
limited liability company of which TCW Crescent Mezzanine, LLC
("MEZZANINE LLC"), is the managing owner;
6) TCW/Crescent Mezzanine Partners II, L.P. ("MEZZANINE II"), a Delaware
limited partnership of which TCW/Crescent Mezzanine II, L.P. ("CM
II"), a Delaware limited partnership, is the general partner and
MEZZANINE II LLC, is the investment advisor;
7) TCW/Crescent Mezzanine Trust II ("MEZZANINE TRUST II"), a Delaware
business trust of which Wilmington Trust Co. ("Wilmington Trust"), a
Delaware corporation, is the trustee, CM II is the managing owner, and
MEZZANINE II LLC is the investment advisor;
8) TCW Leveraged Income Trust, L.P. ("LINC"), a Delaware limited
partnership of which TCW Advisers (Bermuda) Ltd. ("Advisers Bermuda"),
a Bermuda corporation, is the general partner and TIMCO is the
investment advisor;
9) TCW Leveraged Income Trust II, L.P. ("LINC II"), a Delaware limited
partnership of which TCW (LINC II), L.P. ("TCWLINC II"), a Delaware
limited partnership, is the general partner and TIMCO is the
investment advisor;
Page 17 of 40
<PAGE>
10) TCW Leveraged Income Trust IV, L.P. ("LINC IV"), a Delaware limited
partnership of which TCW (LINC IV), LLC ("TCWLINC IV"), a Delaware
limited liability company, is the general partner and TAMCO is the
investment advisor;
11) Advisers Bermuda, a wholly-owned subsidiary of TCWG;
12) CM II, of which MEZZANINE LLC is the General Partner;
13) TCWLINC II, of which Advisers Bermuda is the General Partner;
14) TCWLINC IV, of which TAMCO is the Managing Member; and
15) MEZZANINE LLC, the business, property and affairs of which are managed
exclusively by its Board of Directors.
TCWG, Robert Day, TIMCO, TAMCO, MEZZANINE II LLC, Advisers Bermuda, CM II,
TCWLINC II and TCWLINC IV are referred to herein as the "TCW Related Entities".
MEZZANINE II, MEZZANINE TRUST II, LINC, LINC II and LINC IV are parties to the
Stockholders Agreement, dated as of August 14, 2000 (the "Stockholders
Agreement"), and are referred to herein as the "TCW/Agreement Parties". Other
unaffiliated parties are also parties to the Stockholders Agreement (the "GTCR
Entities"). The participation by the TCW/Agreement Parties in the Stockholders
Agreement was a condition to the TCW/Agreement Parties' acquisition of their
interests in the Issuer. The TCW Related Entities and the TCW/Agreement Parties
are hereinafter collectively referred to as the "Reporting Persons". Each of the
Reporting Persons may be deemed to be a part of one or more "groups" for
purposes of Regulation 13D-G promulgated under the Securities Exchange Act of
1934, but disclaims that status.
(a) - (c) & (f) [Identification of Reporting Persons]
TCWG is a holding company of entities involved in the principal business of
providing investment advice and management services. TIMCO, TAMCO and MEZZANINE
II LLC are investment advisors and provide investment advice and management
services to institutional and individual investors. The principal business of
the TCW/Agreement Parties is to make investments in securities, including common
and preferred stock and other interests in business organizations with the
principal objective of appreciation of capital invested. Advisers Bermuda, CM
II, MEZZANINE LLC, TCWLINC II and TCWLINC IV are entities that operate in
furtherance of investment objectives of the TCW/Agreement Parties.
The address of the principal business and principal office for TCWG, Robert
Day, TIMCO and TAMCO is 865 South Figueroa Street, Suite 1800, Los Angeles,
California 90017. The address of the principal business and principal office for
MEZZANINE II LLC, MEZZANINE LLC, CM II, TCWLINC II, TCWLINC IV and the
TCW/Agreement Parties is 11100 Santa Monica Boulevard, Suite 2000, Los Angeles,
California 90025. The address of the principal business and principal office for
Advisers Bermuda is c/o Codan Services Limited, Clarendon House, 2 Church
Street, P.O. Box HM 1022, Hamilton HM DX Bermuda.
Page 18 of 40
<PAGE>
(i) TCWG. The executive officers of TCWG are listed below. The directors
are listed on Schedule I hereto. The principal business address for each
executive officer is 865 South Figueroa Street, Suite 1800, Los Angeles,
California 90017. Each executive officer is a citizen of the United States of
America unless otherwise specified below:
EXECUTIVE OFFICERS
-------------------
Robert A. Day Chairman of the Board & Chief
Executive Officer
Ernest O. Ellison Vice Chairman
Thomas E. Larkin, Jr. Vice Chairman
Marc I. Stern President
Alvin R. Albe, Jr. Executive Vice President
William C. Sonneborn Executive Vice President &
Assistant Secretary
Michael E. Cahill Managing Director, General
Counsel & Secretary
David S. DeVito Managing Director and Chief Financial
Officer & Assistant Secretary
Schedule I attached hereto and incorporated herein sets forth with respect
to each director of TCWG his name, residence or business address, citizenship,
present principal occupation or employment and the name, principal business and
address of any corporation or other organization in which such employment is
conducted.
(ii) ROBERT A. DAY. Mr. Day acts as Chairman of the Board and Chief
Executive Officer of TCWG. Additionally, Mr. Day may be deemed to control TCWG,
although he disclaims control and disclaims beneficial ownership of any
securities owned by the Reporting Persons.
(iii) TIMCO. The directors and executive officers of TIMCO are listed
below. The principal address for each executive officer and director is 865
South Figueroa Street, Suite 1800, Los Angeles, California 90017. Each director
and executive officer is a citizen of the United States of America unless
otherwise specified below:
Page 19 of 40
<PAGE>
DIRECTORS
---------
Alvin R. Albe, Jr. Director
Thomas E. Larkin, Jr. Director
Marc L. Stern Director, Chairman
EXECUTIVE OFFICERS
------------------
Marc L. Stern Chairman
Alvin R. Albe, Jr. President & Chief Executive Officer
Thomas E. Larkin, Jr. Vice Chairman
Ernest O. Ellison Chairman, Investment Policy Committee
William C. Sonneborn Executive Vice President & Assistant Secretary
Michael E. Cahill Managing Director, General Counsel & Secretary
David S. DeVito Managing Director, Chief Financial Officer &
Assistant Secretary
(iv) TAMCO. The executive officers of TAMCO are listed below. The directors
are listed on Schedule II hereto. The principal address for each executive
officer and director is 865 South Figueroa Street, Suite 1800, Los Angeles,
California 90017. Each executive officer is a citizen of the United States of
America unless otherwise specified below:
EXECUTIVE OFFICERS
------------------
Robert A. Day Chairman of the Board & Chief Executive Officer
Thomas E. Larkin, Jr. Vice Chairman
Marc L. Stern President & Vice Chairman
Alvin R. Albe, Jr. Executive Vice President
Page 20 of 40
<PAGE>
Mark W. Gibello Executive Vice President
William C. Sonneborn Executive Vice President & Assistant Secretary
Ernest O. Ellison Chairman, Investment Policy Committee
Michael E. Cahill Managing Director, General Counsel & Secretary
David S. DeVito Managing Director, Chief Financial Officer &
Assistant Secretary
Schedule II attached hereto and incorporated herein sets forth the names of
the directors of TAMCO.
(v) MEZZANINE II LLC. MEZZANINE II LLC is a limited liability company whose
managing member is MEZZANINE LLC.
The directors and the executive officers of MEZZANINE LLC are listed below.
The principal address for Messrs. Attanasio, Beyer and Chapus is 11100 Santa
Monica Boulevard, Suite 2000, Los Angeles, California 90025. The principal
address for Messrs. Sonneborn, Stern, Cahill and DeVito is 865 South Figueroa
Street, Suite 1800, Los Angeles, CA 90017. The principal address for Messrs.
Hicks and Furst is 200 Crescent Court, Suite 1600, Dallas, Texas 75201. Each
director and executive officer is a citizen of the United States of America
unless otherwise specified below:
DIRECTORS
---------
Mark L. Attanasio Director
Robert D. Beyer Chairman, Director
Jean-Marc Chapus Director
Jack D. Furst Director
Thomas O. Hicks Director
William C. Sonneborn Director
Marc I. Stern Director
Page 21 of 40
<PAGE>
EXECUTIVE OFFICERS
------------------
Robert D. Beyer Chairman and Portfolio Manager
Jean-Marc Chapus Chief Executive Officer, President and
Portfolio Manager
Mark L. Attanasio Managing Director and Portfolio Manager
Michael E. Cahill Managing Director, General Counsel & Secretary
David S. DeVito Managing Director, Chief Financial Officer &
Assistant Secretary
(vi) MEZZANINE II. MEZZANINE II is a limited partnership whose general
partner is CM II. The general partner of CM II is MEZZANINE LLC. The directors
and executive officers of MEZZANINE LLC are set forth in clause (v) above which
is hereby incorporated by this reference.
(vii) MEZZANINE TRUST II. MEZZANINE TRUST II is a Delaware business trust
of which Wilmington Trust is the trustee and CM II is the managing owner. The
general partner of CM II is MEZZANINE LLC. The directors and executive officers
of MEZZANINE LLC are set forth in clause (v) above which is hereby incorporated
by this reference.
(viii) LINC. LINC is a limited partnership whose general partner is
Advisers Bermuda. The directors and executive officers of Advisers Bermuda are
listed below. The principal address for Messrs. Albe, Cahill and Sonneborn is
865 South Figueroa Street, Suite 1800, Los Angeles, CA 90017. The principal
address for Messrs. Collis, Doyle, Macdonald and Ashford is c/o Codan Services
Limited, Clarendon House, 2 Church Street, P.O. Box HM 1022, Hamilton HM DX
Bermuda. Each director and executive officer is a citizen of the United States
of America unless otherwise specified below:
DIRECTORS
---------
Alvin R. Albe, Jr. Director, Chairman
Michael E. Cahill Director
Charles G. Collis* Director
David J. Doyle* Director
James M. Macdonald* Director
Page 22 of 40
<PAGE>
EXECUTIVE OFFICERS
------------------
Alvin R. Albe, Jr. Chairman and President
William C. Sonneborn Managing Director & Chief Financial Officer
Michael E. Cahill Managing Director & General Counsel
Michael Ashford* Secretary
*Citizen of Great Britain
(ix) LINC II. LINC II is a limited partnership whose general partner is
TCWLINC II. The general partner of TCWLINC II is Advisers Bermuda. The directors
and executive officers of Advisers Bermuda are set forth in clause (viii) above
which is hereby incorporated by this reference. The principal address for each
executive officer and director is 11100 Santa Monica Boulevard, Suite 2000, Los
Angeles, California 90025. Each director and executive officer is a citizen of
the United States of America unless otherwise specified therein.
(x) LINC IV. LINC IV is a limited partnership whose general partner is
TCWLINC IV. The managing member of TCWLINC IV is TAMCO. The directors and
executive officers of TAMCO are set forth in clause (iv) above which is hereby
incorporated by this reference. The principal address for each executive officer
and director is 865 South Figueroa Street, Suite 1800, Los Angeles, California
90017. Each director and executive officer is a citizen of the United States of
America unless otherwise specified therein.
(xi) ADVISERS BERMUDA. Advisers Bermuda is a corporation which is wholly
owned by TCWG. The directors and executive officers of Advisers Bermuda and
their addresses are set forth in clause (viii) above which is hereby
incorporated by this reference. Each director and executive officer is a citizen
of the United States of America unless otherwise specified therein.
(xii) CM II. CM II is a limited partnership whose general partner is
MEZZANINE LLC. The directors and executive officers of MEZZANINE LLC are set
forth in clause (v) above which is hereby incorporated by this reference. The
principal address for each executive officer and director is 11100 Santa Monica
Boulevard, Suite 2000, Los Angeles, California 90025. Each director and
executive officer is a citizen of the United States of America unless otherwise
specified therein.
(xiii) TCWLINC II. TCWLINC II is a limited partnership whose general
partner is Advisers Bermuda. The directors and executive officers of Advisers
Bermuda and their addresses are set forth in clause (viii) above which is hereby
incorporated by this reference. Each director and executive officer is a citizen
of the United States of America unless otherwise specified therein.
(xiv) TCWLINC IV. TCWLINC IV is a limited liability company whose managing
member is TAMCO. The directors and executive officers of TAMCO are set forth in
clause (iv) above which is hereby incorporated by this reference. The principal
address for each executive
Page 23 of 40
<PAGE>
officer and director is 865 South Figueroa Street, Suite 1800, Los Angeles,
California 90017. Each director and executive officer is a citizen of the United
States of America unless otherwise specified therein.
(xv) MEZZANINE LLC. The directors and executive officers of MEZZANINE LLC
are set forth in clause (v) above which is hereby incorporated by this
reference.
(d) - (e) [Background]
During the last five years, none of the Reporting Persons, nor, to the best
of their knowledge, any of their respective executive officers, directors and
general partners (i) has been convicted in a criminal proceeding (excluding
traffic violations or similar misdemeanors); or (ii) has been a party to a civil
proceeding of a judicial or administrative body of competent jurisdiction and as
a result of such proceedings 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
On August 14, 2000, the TCW/Agreement Parties paid an aggregate $3,233,787
and acquired 3233.8 shares of Series E Convertible Preferred Stock of the Issuer
("Convertible Preferred Stock"), and 229.9 warrants exercisable for Convertible
Preferred Stock (the "Equity Warrants"), pursuant to an Amended and Restated
Purchase Agreement (the "Purchase Agreement"), dated August 14, 2000, by and
among the TCW/Agreement Parties, the Issuer, and the other certain unaffiliated
parties named therein. (See Item 7). The source of the funds used to acquire
such Convertible Preferred Stock and Equity Warrants was the respective working
capital of each of the TCW/Agreement Parties.
On August 14, 2000, the TCW/Agreement Parties also entered into an Amended
and Restated Senior Subordinated Loan Agreement (the "Loan Agreement"), dated
August 14, 2000, by and between the TCW/Agreement Parties, the Issuer, and the
other certain unaffiliated parties named therein. In connection with the Loan
Agreement, the Issuer and the TCW/Agreement Parties entered into a TCW/Crescent
Warrant Agreement, dated as of August 14, 2000 (the "Warrant Agreement"),
pursuant to which the TCW/Agreement Parties acquired an aggregate additional
3790.8 warrants exercisable for Convertible Preferred Stock (the "Debt
Warrants," and together with the Equity Warrants, the "Warrants"). The source of
the funds used to fund the financing obligations of the TCW/Agreement Parties
under the Loan Agreement and thus to acquire such Debt Warrants, in the amount
of $26,379,993 in the aggregate, was the respective working capital of each of
the TCW/Agreement Parties. Subject to adjustment, one Debt Warrant was issued
for each $6958.95 in loaned funds.
Each share of Convertible Preferred Stock is convertible into the number of
shares of Common Stock obtained by dividing (1) the sum of (a) $1,000 and (b)
any accrued and unpaid dividends by (2) $2.50 (the "Conversion Price"), or
initially, 400 shares. The Conversion Price is subject to adjustment pursuant to
the terms of the Convertible Preferred Stock.
Page 24 of 40
<PAGE>
On August 14, 2000, immediately following the closing of the Purchase
Agreement, the Loan Agreement, and the Warrant Agreement, the TCW/Agreement
Parties exercised each of the 4020.7 Warrants and acquired 4020.7 additional
shares of Convertible Preferred Stock. The Equity Warrants were exercised for
Convertible Preferred Stock at an exercise price of $.01 per share, which was
deemed paid by virtue of the investment in the Issuer by the TCW/Agreement
Parties pursuant to the Purchase Agreement. The Debt Warrants were exercised for
Convertible Preferred Stock at an exercise price of $.01 per share, which was
deemed paid by virtue of the loans made to the Issuer by the TCW/Agreement
Parties pursuant to the Purchase Agreement.
Pursuant to the terms of the Loan Agreement and Warrant Agreement
referenced in Item 3, the TCW/Agreement Parties will acquire additional warrants
exercisable for Convertible Preferred Stock of the issuer if the TCW/Agreement
Parties elect to make additional loans under the Loan Agreement. The opportunity
to make the loans is subject to other conditions in the Loan Agreement.
A copy of the Purchase Agreement, the Loan Agreement and the Warrant
Agreement are filed as exhibits hereto and are incorporated by this reference.
The summary of these agreements and documents and the agreements and documents
referred to elsewhere in this statement and incorporated herein by reference are
not intended to be complete and are qualified in their entirety by reference to
the detailed provisions of such agreements and documents.
ITEM 4. PURPOSE OF TRANSACTION
The TCW/Agreement Parties have obtained their respective pecuniary
interests (if any) in the Issuer as an investment and have no current plans to
convert their shares of Convertible Preferred Stock (although they retain all
rights to do so) nor to make additional loans at this time. The other Reporting
Persons are not parties to the Loan Agreement or the Warrant Agreement and have
no plans or proposals which relate to or would result in any change in the
present board of directors or management of the Issuer.
Except as set forth elsewhere in this Schedule 13D, none of the Reporting
Persons has made any proposals or entered into any agreements which would be
related to or would result in any of the matters described in Items 4(a) - (j)
of Schedule 13D; however, as part of their ongoing review of investment
alternatives, the Reporting Persons may consider such matters in the future and,
subject to applicable laws, may formulate a plan with respect to such matters
subject to applicable law.
ITEM 5. INTEREST IN SECURITIES OF THE ISSUER
(A) AGGREGATE AMOUNT BENEFICIALLY OWNED AND PERCENT OF CLASS:
The Reporting Persons own no shares of Common Stock. The following table
sets forth the number of shares of Common Stock into which the Convertible
Preferred Stock owned by the Reporting Persons is convertible. Upon conversion
of all of their Convertible Preferred Stock, the Reporting Persons would share
or may be deemed to share voting and dispositive power with respect to those
common shares beneficially owned by each such Reporting Person as reflected
Page 25 of 40
<PAGE>
on the following table. Except as set forth in this Item 5(a), no other persons
required to be identified in this statement who are not Reporting Persons are
deemed to hold sole or shared voting or dispositive power with respect to any
Common Stock or Convertible Preferred Stock of the Issuer.
TABLE OF OWNERSHIP
<TABLE>
<CAPTION>
NO. OF SHARES UNDERLYING NO. OF SHARES PERCENTAGE
SHARES OWNED DERIVATIVE SECURITIES THAT MAY BE DEEMED THAT MAY BE DEEMED
REPORTING PERSON OF RECORD OWNED OF RECORD BENEFICIALLY OWNED* BENEFICIALLY OWNED
---------------- ------------ --------------------- ------------------ ------------------
<S> <C> <C> <C> <C>
TCW/AGREEMENT PARTIES
---------------------
MEZZANINE II 0 1,868,255 1,868,255 8.4%
MEZZANINE TRUST II 0 452,865 452,865 2.0%
LINC 0 193,555 193,555 0.9%
LINC II 0 193,555 193,555 0.9%
LINC IV 0 193,555 193,555 0.9%
TCW ENTITIES
------------
Robert A. Day 0 0 580,665 2.7%
TCWG 0 0 580,665 2.7%
TIMCO 0 0 387,110 1.8%
TAMCO 0 0 193,555 0.9%
MEZZANINE II LLC 0 0 2,321,120 10.4%
Advisers Bermuda 0 0 387,110 1.8%
CM II 0 0 2,321,120 10.4%
TCWLINC II 0 0 193,555 0.9%
TCWLINC IV 0 0 193,555 0.9%
MEZZANINE LLC 0 0 2,321,120 10.4%
TOTAL: 0 2,901,785
</TABLE>
*represents the number of shares of Convertible Preferred Stock held, multiplied
by 400, the Initial Conversion Rate.
The TCW/Agreement Parties may be deemed to be part of a "group" for
purposes of Regulation 13D-G promulgated under the Securities Exchange Act of
1934, as amended (the "Exchange Act"), by virtue of the Stockholders Agreement.
The Stockholders Agreement includes no agreement with respect to voting or
disposing of securities of the Issuer, except to the extent certain rights of
first refusal, drag along or tag along rights may be deemed to be such an
agreement. To that extent, each of the TCW/Agreement Parties may be deemed under
Rule 13d-5(b) to have beneficial ownership, for purposes of Section 13(g) and
13(d) of the Exchange Act, of all of the equity securities of the Issuer
beneficially owned by the other TCW/Agreement Parties (as reflected above), as
well as the other parties to the Stockholders Agreement, which
Page 26 of 40
<PAGE>
holdings are reflected, to the best knowledge of the Reporting Persons, on the
Schedule 13D/A filed by GTCR Fund VII, L.P. et al. on August 21, 2000 (the "GTCR
13D/A"), as the same may be from time to time be amended. Each of the TCW
Parties disclaims any other beneficial ownership of shares held by these
unrelated parties (the "Agreement Unrelated Parties"). The filing of this
Statement shall not be construed as an admission, for the purposes of Sections
13(g) and 13(d) and Regulation 13D-G of the Exchange Act nor for any other
purpose or under any other provision of the Exchange Act, the rules promulgated
thereunder or any other law, that any of the other Reporting Persons is the
beneficial owner of any securities owned of record or beneficially by any
Agreement Unrelated Party.
Further, because of control incidents, investment advisory relationships
or similar factors, the Reporting Persons (i.e., TCW/Agreement parties and
other TCW Parties) may be deemed to be part of a group. To that extent, they
may be deemed to beneficially own an aggregate of 2,901,785 shares of Common
Stock, or approximately 13.0% of the outstanding shares of Common Stock, in
the aggregate, held by all of them. Each of the other Reporting Persons
disclaims beneficial ownership of shares held by the TCW/Agreement Parties,
and each of the TCW/Agreement Parties disclaims beneficial ownership of
shares held by other TCW/Agreement Parties, except as described below. The
filing of this Statement shall not be construed as an admission to the
contrary for the purposes of Sections 13(g) and 13(d) and Regulation 13D-G of
the Exchange Act nor for any other purpose or under any other provision of
the Exchange Act or the rules promulgated thereunder or any other law.
Mr. Day, as the Chairman of the Board and Chief Executive Officer of TCWG,
may be deemed to control TCWG, although he disclaims beneficial ownership of any
securities owned by the Reporting Persons and the filing of this Statement shall
not be construed as an admission that he is the beneficial owner of any
securities covered by this Statement.
TCWG, as the parent corporation of TIMCO, TAMCO and Advisers Bermuda, may
be deemed to control each of TIMCO, TAMCO and Advisers Bermuda, although TCWG
disclaims beneficial ownership of any securities reported herein and the filing
of this Statement shall not be construed as an admission that such entity is the
beneficial owner of any securities covered by this Statement.
TIMCO, as investment advisor of LINC and LINC II, has discretionary
authority in respect of the assets of each of LINC and LINC II including the
power to vote and dispose of the Issuer's securities held of record by each such
entity as reported herein. Except to that extent and in that capacity, TIMCO
disclaims beneficial ownership of the securities reported herein, and the filing
of this Statement shall not be construed as an admission to the contrary.
TAMCO, as investment advisor of LINC IV, has discretionary authority in
respect of the assets of LINC IV including the power to vote and dispose of the
Issuer's securities held of record by LINC IV as reported herein. Except to that
extent and in that capacity, TAMCO disclaims beneficial ownership of the
securities reported herein, and the filing of this Statement shall not be
construed as an admission to the contrary.
Page 27 of 40
<PAGE>
MEZZANINE II LLC, as investment advisor of MEZZANINE II and MEZZANINE TRUST
II, has discretionary authority in respect of the assets of MEZZANINE II and
MEZZANINE TRUST II including the power to vote and dispose of the Issuer's
securities held of record by each such entity as reported herein. Except to that
extent and in that capacity, MEZZANINE II LLC disclaims beneficial ownership of
the securities reported herein, and the filing of this Statement shall not be
construed as an admission to the contrary.
MEZZANINE LLC, as managing owner of MEZZANINE II LLC and general partner of
CM II, also has discretionary authority in respect of the assets of MEZZANINE II
and MEZZANINE TRUST II including the power to vote and dispose of the Issuer's
securities held of record by each such entity as reported herein. Except to that
extent and in that capacity, MEZZANINE LLC disclaims beneficial ownership of the
securities reported herein, and the filing of this Statement shall not be
construed as an admission to the contrary.
Advisers Bermuda, as general partner of LINC and TCWLINC II and investment
advisor of TCWLINC II, also has discretionary authority and shares control over
the assets of each of LINC and LINC II including the power to vote and dispose
of the Issuer's securities held of record by such entity as reported herein.
Advisers Bermuda disclaims beneficial ownership of the securities owned by
Reporting Persons other than LINC or LINC II, and the filing of this Statement
shall not be construed as an admission that Advisers Bermuda is the beneficial
owner of any such securities covered by this Statement.
CM II, as general partner of MEZZANINE II and MEZZANINE TRUST II, has
discretionary authority in respect of the assets of MEZZANINE II and MEZZANINE
TRUST II including the power to vote and dispose of the Issuer's securities held
of record by each such entity as reported herein. Except to that extent and in
that capacity, CM II disclaims beneficial ownership of the securities Stock
reported herein, and the filing of this Statement shall not be construed as an
admission to the contrary.
TCWLINC II, as general partner of LINC II, has discretionary authority and
shares control over the assets of LINC II including the power to vote and
dispose of the Issuer's securities held of record by such entity as reported
herein. Except to that extent and in that capacity, TCWLINC II disclaims
beneficial ownership of the securities reported herein, and the filing of this
Statement shall not be construed as an admission to the contrary.
TCWLINC IV, as general partner of LINC IV, has discretionary authority and
shares control over the assets of LINC IV including the power to vote and
dispose of the Issuer's securities held of record by such entity as reported
herein. Except to that extent and in that capacity, TCWLINC IV disclaims
beneficial ownership of the securities reported herein, and the filing of this
Statement shall not be construed as an admission to the contrary.
MEZZANINE LLC, as the managing owner of MEZZANINE II LLC, has discretionary
authority and shares control over the assets of MEZZANINE II LLC including the
power to vote and dispose of the Issuer's securities held of record by such
entity as reported herein. Except to that extent and in that capacity, MEZZANINE
LLC disclaims beneficial ownership of the securities reported herein, and the
filing of this Statement shall not be construed as an admission to the contrary.
Page 28 of 40
<PAGE>
Except as noted above, each of the TCW/Agreement Parties disclaims
beneficial ownership of any securities held by Reporting Persons but not
directly owned by the applicable TCW/Agreement Party as reported herein, and the
filing of this Statement shall not be construed as an admission to the contrary.
(B) NUMBER OF SHARES OF COMMON STOCK AS TO WHICH REPORTING PERSONS HOLD OR
SHARE VOTING/DISPOSITIVE POWER ON AN AS IF CONVERTED BASIS:
Reference is made to Items 7-10 of the cover pages of this statement for
each Reporting Person. To the best knowledge of the Reporting Persons, except as
set forth in Item 5(a), no other person required to be identified in this
statement who is not a Reporting Person is deemed to hold sole or shared voting
or dispositive power with respect to securities of the Issuer, or the right to
acquire shares of Common Stock of the Issuer.
(C) TRANSACTIONS IN THE PREVIOUS 60 DAYS:
Except as set forth in this statement, none of the Reporting Persons or, to
the best knowledge of such persons, the other persons required to be identified
in this statement who are not Reporting Persons, has effected any transaction in
the Common Stock, Warrants or Convertible Preferred Stock of the Issuer during
the past 60 days.
(D) ANY OTHER PERSON KNOWN TO HAVE THE RIGHT TO RECEIVE OR THE POWER TO
DIRECT DIVIDENDS OR SALE PROCEEDS
No person other than the applicable Reporting Person has the right to
receive or the power to direct the receipt of dividends from, or the proceeds
from the sale of, the Common Stock reported as being beneficially owned (or
deemed so owned) by such Reporting Persons.
(E) DATE ON WHICH THE REPORTING PERSON CEASED TO BE A BENEFICIAL OWNER OF
MORE THAN FIVE PERCENT OF THE CLASS OF SECURITIES:
Not applicable.
ITEM 6. CONTRACTS, ARRANGEMENT, UNDERSTANDINGS OR RELATIONSHIPS WITH RESPECT TO
SECURITIES OF THE ISSUER
The Issuer, the GTCR Entities and the TCW/Agreement Parties have entered
into an Amended and Restated Registration Agreement, dated as of August 14, 2000
(the "Restated Registration Agreement"), pursuant to which the non-Issuer
parties thereto have the right in certain circumstances to require the Issuer to
register their shares of Common Stock for resale under the Securities Act of
1933. Except in limited circumstances, the Issuer is obligated to pay all
expenses in connection with such registration. A copy of the Restated
Registration Agreement is filed as an exhibit hereto and is incorporated herein
by reference.
On August 14, 2000, the GTCR Entities, the TCW/Agreement Parties and the
Issuer entered into the Stockholders Agreement, which is filed as an exhibit
hereto and is incorporated by reference. The Stockholders Agreement contains
certain rights, including pre-emptive rights, rights pursuant to which
non-Issuer parties to the Stockholders Agreement may request participation in
sales of the Issuer's securities by other non-Issuer parties, and rights of
certain non-Issuer parties to compel participation of other non-Issuer parties
in a sale of the Issuer. A copy of the Stockholders Agreement is filed as an
exhibit hereto and is incorporated herein by reference.
Page 29 of 40
<PAGE>
Except as set forth in this statement, to the best knowledge of the
Reporting Persons, no contracts, arrangements, understandings or relationships
(legal or otherwise) exist among the persons named in Item 2 or between such
persons and any other person with respect to any securities of the Issuer.
ITEM 7. MATERIAL TO BE FILED AS EXHIBITS
EXHIBIT 1: Joint Filing Statement.
EXHIBIT 2: TCW/Crescent Warrant Agreement, dated as of August 14,
2000, between TCW/Crescent Mezzanine Partners II, L.P.,
TCW/Crescent Mezzanine Trust II, TCW Leveraged Income Trust,
L.P., TCW Leveraged Income Trust II, L.P., TCW Leveraged
Income Trust IV, L.P. and Synagro Technologies, Inc.
EXHIBIT 3: Power of Attorney, dated as of May 9, 2000, from Robert A. Day
to Linda D. Barker. Filed as Exhibit 99.3 to the Schedule 13D
for Cox Radio, Inc. filed by The TCW Group, Inc. et al. on May
10, 2000.
EXHIBIT 4: Amended and Restated Purchase Agreement, dated as of August
14, 2000, among GTCR Fund VII, L.P., GTCR Co-Invest Fund,
L.P., TCW/Crescent Mezzanine Partners II, L.P., TCW/Crescent
Mezzanine Trust II, TCW Leveraged Income Trust, L.P., TCW
Leveraged Income Trust II, L.P., TCW Leveraged Income Trust
IV, L.P. and Synagro Technologies, Inc. Filed as Exhibit 9 to
the GTCR 13D/A filed on August 21, 2000.
EXHIBIT 5: Amended and Restated Senior Subordinated Loan Agreement,
dated as of August 14, 2000, among GTCR Capital Partners,
L.P., TCW/Crescent Mezzanine Partners II, L.P., TCW/Crescent
Mezzanine Trust II, TCW Leveraged Income Trust, L.P., TCW
Leveraged Income Trust II, L.P., TCW Leveraged Income Trust
IV, L.P. and Synagro Technologies, Inc. Filed as Exhibit 10 to
the GTCR 13D/A filed on August 21, 2000.
EXHIBIT 6: Amended and Restated Registration Agreement, dated as of
August 14, 2000, among GTCR Fund VII, L.P., GTCR Co-Invest
Fund, L.P., GTCR Capital Partners, L.P., TCW/Crescent
Mezzanine Partners II, L.P., TCW/Crescent Mezzanine Trust II,
TCW Leveraged Income Trust, L.P., TCW Leveraged Income
Page 30 of 40
<PAGE>
Trust II, L.P., TCW Leveraged Income Trust IV, L.P. and
Synagro Technologies, Inc. Filed as Exhibit 12 to the GTCR
13D/A filed on August 21, 2000.
EXHIBIT 7: Stockholders Agreement, dated as of August 14, 2000, among
GTCR Fund VII, L.P., GTCR Co-Invest Fund, L.P., GTCR Capital
Partners, L.P., TCW/Crescent Mezzanine Partners II, L.P.,
TCW/Crescent Mezzanine Trust II, TCW Leveraged Income Trust,
L.P., TCW Leveraged Income Trust II, L.P., TCW Leveraged
Income Trust IV, L.P. and Synagro Technologies, Inc. Filed as
Exhibit 13 to the GTCR 13D/A filed on August 21, 2000.
Page 31 of 40
<PAGE>
SIGNATURES
After reasonable inquiry and to the best of its knowledge and belief, each of
the undersigned certifies that the information set forth in this Statement is
true, complete and correct.
August 23, 2000
THE TCW GROUP, INC.
By: /s/ LINDA D. BARKER
-------------------------------------
Name: Linda D. Barker
Title: Authorized Signatory
ROBERT A. DAY
By: /s/ LINDA D. BARKER
-------------------------------------
Name: Linda D. Barker
Under Power of Attorney filed herewith
As Exhibit 3.
TCW INVESTMENT MANAGEMENT COMPANY
By: /s/ LINDA D. BARKER
-------------------------------------
Name: Linda D. Barker
Title: Vice President
TCW ASSET MANAGEMENT COMPANY
By: /s/ LINDA D. BARKER
-------------------------------------
Name: Linda D. Barker
Title: Vice President
Page 32 of 40
<PAGE>
TCW/CRESENT MEZZANINE II, LLC
By: TCW/CRESCENT MEZZANINE, LLC,
its Managing Owner
By: /s/ LINDA D. BARKER
-------------------------------
Name: Linda D. Barker
Title: Vice President
TCW/CRESCENT MEZZANINE PARTNERS II, L.P.
By: TCW/CRESCENT MEZZANINE II, L.P.,
its General Partner
By: TCW/CRESCENT MEZZANINE, LLC,
its General Partner
By: /s/ LINDA D. BARKER
-------------------------------
Name: Linda D. Barker
Title: Vice President
TCW/CRESCENT MEZZANINE TRUST II
By: TCW/CRESCENT MEZZANINE II, L.P.,
as Managing Owner
By: TCW/CRESCENT MEZZANINE, LLC,
as General Partner
By: /s/ LINDA D. BARKER
-------------------------------
Name: Linda D. Barker
Title: Vice President
Page 33 of 40
<PAGE>
TCW LEVERAGED INCOME TRUST, L.P.
By: TCW ADVISERS (BERMUDA) LTD.,
its General Partner
By: /s/ LINDA D. BARKER
-------------------------------
Name: Linda D. Barker
Title: Assistant Secretary
TCW LEVERAGED INCOME TRUST II, L.P.
By: TCW (LINC II), L.P.,
its General Partner
By: TCW ADVISERS (BERMUDA) LTD.,
its General Partner
By: /s/ LINDA D. BARKER
-------------------------------
Name: Linda D. Barker
Title: Assistant Secretary
TCW LEVERAGED INCOME TRUST IV, L.P.
By: TCW (LINC IV), LLC,
its General Partner
By: TCW Asset Management Company,
its Managing Member
By: /s/ LINDA D. BARKER
-------------------------------
Name: Linda D. Barker
Title: Vice President
Page 34 of 40
<PAGE>
TCW ADVISERS (BERMUDA) LTD.
By: /s/ LINDA D. BARKER
-------------------------------
Name: Linda D. Barker
Title: Assistant Secretary
TCW/CRESCENT MEZZANINE II, L.P.
By: TCW CRESCENT MEZZANINE, LLC,
its Managing Owner
By: /s/ LINDA D. BARKER
-------------------------------
Name: Linda D. Barker
Title: Vice President
TCW (LINC II) L.P.
By: TCW Advisers (Bermuda) Ltd.,
Its General Partner
By: /s/ LINDA D. BARKER
-------------------------------
Name: Linda D. Barker
Title: Assistant Secretary
TCW (LINC IV), LLC
By: TCW ASSET MANAGEMENT COMPANY,
its Managing Member
By: /s/ LINDA D. BARKER
-------------------------------
Name: Linda D. Barker
Title: Vice President
Page 35 of 40
<PAGE>
TCW CRESCENT MEZZANINE, LLC
By: /s/ LINDA D. BARKER
-----------------------------------------
Name: Linda D. Barker
Title: Vice President
Page 36 of 40
<PAGE>
SCHEDULE I
BOARD OF DIRECTORS OF THE TCW GROUP, INC.
All of the following individuals are directors of The TCW Group, Inc. Each
director is a citizen of the United States of America unless otherwise indicated
below:
MARK L. ATTANASIO
11100 Santa Monica Blvd., Suite 2000
Los Angeles, CA 90025
ROBERT A. DAY
Chairman of the Board, Chairman and Chief Executive Officer
Trust Company of the West
865 South Figueroa St., Suite 1800
Los Angeles, CA 90017
DAMON P. DE LASZLO, ESQ.
Managing Director of Harwin Engineers S.A., Chairman & D.P.
Advisers Holdings Limited
Byron's Chambers
A2 Albany, Piccadilly
London W1V 9RD - England
(Citizen of United Kingdom)
WILLIAM C. EDWARDS
Partner
Bryan & Edwards
3000 Sand Hill Road, Suite 190
Menlo Park, CA 94025
ERNEST O. ELLISON
Vice Chairman
Trust Company of the West
865 South Figueroa St., Suite 1800
Los Angeles, California 90017
RICHARD N. FOSTER
McKinsey & Company Inc.
55 E. 52nd Street, 21st Floor
New York, NY 10022
CARLA A. HILLS
1200 19th Street, N.W., Suite 201
Washington, DC 20036
DR. HENRY A. KISSINGER
Page 37 of 40
<PAGE>
Chairman
Kissinger Associates, Inc.
350 Park Ave., 26th Floor
New York, NY 10022
THOMAS E. LARKIN, JR.
President Trust Company of the West
865 South Figueroa St., Suite 1800
Los Angeles, CA 90017
KENNETH L. LAY
Enron Corp.
1400 Smith Street
Houston, TX 77002-7369
MICHAEL T. MASIN, ESQ.
Vice Chairman
GTE Corporation
One Stamford Forum
Stamford, CT 06904
EDFRED L. SHANNON, JR.
Investor/Rancher
1000 S. Fremont Ave.
Alhambra, CA 91804
ROBERT G. SIMS
Private Investor
11770 Bernardo Plaza Court, Suite 108
San Diego, CA 92128
MARC I. STERN
President
The TCW Group, Inc.
865 South Figueroa St., Suite 1800
Los Angeles, CA 90017
Page 38 of 40
<PAGE>
YASUYUKI TAYAMA
Managing Director
The Yusad Fire and Marine Insurance Company, Limited
26-1, Nishi-Shinjuku
Shinjuku-Ku, Toyko, 112-0014 Japan
(Citizen of Japan)
JAMES R. UKROPINA
O'Melveny & Myers LLP
400 South Hope Street, 15th Floor
Los Angeles, CA 90071
Page 39 of 40
<PAGE>
SCHEDULE II
BOARD OF DIRECTORS OF TCW ASSET MANAGEMENT COMPANY
All of the following individuals are directors of TCW Asset Management Company.
Each director is a citizen of the United States of America unless otherwise
indicated below:
ALVIN R. ALBE, JR.
MARK L. ATTANASIO
PHILIP A. BARACH
JAVIER W. BAZ
ROBERT D. BEYER
GLEN E. BICKERSTAFF
MICHAEL E. CAHILL
ARTHUR R. CARLSON
ROBERT A. DAY, Chairman
GERARD B. FINNERAN
PENELOPE D. FOLEY
DOUGLAS S. FOREMAN
NICOLA F. GALLUCCIO
MARK W. GIBELLO
JEFFREY E. GUNDLACH
RAYMOND F. HENZE, III
THOMAS E. LARKIN, JR.
STEPHEN MCDONALD
JEFFREY V. PETERSON
WILLIAM C. SONNEBORN
KOMAL S. SRI-KUMAR
Page 40 of 40
