SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
(Rule 13d-101)
Under the Securities Exchange Act of 1934
(Amendment No. 4)*
Xpedite Systems, Inc.
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(Name of Issuer)
Common Stock, par value $.01 per share
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(Title of Class of Securities)
893929100
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(CUSIP Number)
Robert S. Vaters
c/o Xpedite Systems, Inc.
446 Highway 35, Eatontown, New Jersey 07724; Telephone (908) 389-3900
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(Name, Address and Telephone Number of Person Authorized to Receive Notices
and Communications)
July 13, 1997
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(Date of Event which Requires Filing of this Statement)
If the filing person has previously filed a statement on Schedule 13G to report
the acquisition which is the subject of this Schedule 13D, and is filing this
schedule because of Rule 13d-1(b)(3) or (4), check the following box. / /
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.
(Continued on following pages)
(Page 1 of 6 Pages)
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*The remainder of this cover page shall be filled out for a reporting person's
initial filing on this form with respect to the subject class of securities, and
for any subsequent amendment containing information which would alter
disclosures provided in a prior cover page.
The information required on the remainder of this cover page shall not be deemed
to the "filed" for the purpose of Section 18 of the Securities Exchange Act of
1934 ("Act") or otherwise subject to the liabilities of that section of the Act
but shall be subject to all other provisions of the Act (however, see the
Notes).
<PAGE>
AMENDMENT NO. 4 TO
SCHEDULE 13D
This Amendment No. 4 amends and supplements (i) the statement on
Schedule 13D dated February 11, 1997 filed by Roy B. Andersen, Jr., Robert S.
Vaters, Dennis Schmaltz, Max A. Slifer and George Abi Zeid, (ii) Amendment No. 1
to Schedule 13D filed on April 25, 1997 by Roy B. Andersen, Jr., Robert S.
Vaters, Dennis Schmaltz, Max A. Slifer and George Abi Zeid, (iii) Amendment No.
2 to Schedule 13D filed on July 7, 1997 by Roy B. Andersen, Jr., Robert S.
Vaters, Dennis Schmaltz, Max A. Slifer, Vincent DeVita, UBS Partners LLC and
Fenway Partners, Inc. (the "Reporting Persons") and (iv) Amendment No. 3 to
Schedule 13D filed on July 11, 1997 by the Reporting Persons, relating to the
common stock, par value $.01 per share (the "Common Stock"), of Xpedite Systems,
Inc., a Delaware corporation ("Xpedite" or the "Company"). Capitalized terms
used herein without definition have the meanings assigned to such terms in the
initial filing or a previous amendment thereto.
Item 4. PURPOSE OF TRANSACTION
Item 4 is amended by adding the following:
"Pursuant to a letter agreement dated July 13, 1997, the Reporting
Persons agreed to extend their offer until 5:00 p.m. EDT on July 16, 1997, in
consideration for the Company's agreement not to solicit or take any action to
facilitate any other offers to acquire the Company and to reimburse the
Reporting Persons for all of their reasonable and documented out-of-pocket
expenses (up to $100,000) incurred from July 12, 1997 through and including July
16, 1997 in connection with their offer. See Exhibit 4."
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<PAGE>
Item 7. MATERIAL TO BE FILED AS EXHIBITS
4. Letter Agreement dated July 13, 1997, among the Special Committee
of the Board of Directors of the Company and the Reporting Persons.
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<PAGE>
SIGNATURE
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After reasonable inquiry and to the best of our knowledge and belief,
the undersigned certify that the information set forth in this statement is
true, complete and correct.
Dated: July 15, 1997
/s/ Roy B. Andersen, Jr.
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Roy B. Andersen, Jr.*
/s/ Robert S. Vaters
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Robert S. Vaters
/s/ Dennis Schmaltz
--------------------------------------
Dennis Schmaltz*
/s/ Max A. Slifer
--------------------------------------
Max A. Slifer*
/s/ Vincent DeVita
--------------------------------------
Vincent DeVita*
*By: Robert S. Vaters
As Attorney-in-Fact
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<PAGE>
UBS PARTNERS LLC
/s/ Michael Greene
By:-----------------------------------
Name: Michael Greene
Title: Vice President/Treasurer
/s/ Marc Unger
By:-----------------------------------
Name: Marc Unger
Title: Manager
FENWAY PARTNERS, INC.
/s/ Russell W. Steenberg
By:-----------------------------------
Name: Russell W. Steenberg
Title: Managing Director
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<PAGE>
EXHIBIT INDEX
Exhibit Page
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4. Letter Agreement dated July 13, 1997, among the Special Committee
of the Board of Directors of the Company and the Reporting Persons.
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July 13, 1997
VIA MESSENGER AND FACSIMILE (212.821.6386)
UBS Partners LLC
Fenway Partners, Inc.
Messrs. Andersen, Vaters, Slifer,
Schmaltz and DeVita
c/o UBS Partners LLC
299 Park Avenue
New York, NY 10171-0026
Attention: Chip Delaney
Re: Xpedite Systems, Inc. ("XSI")
Gentlemen:
On behalf of XSI, we are in receipt of your offer dated July 7, 1997,
as modified by our discussions on July 7, 8, 9 and 10, and your amended 13D
filing of July 10, 1997 and our discussions thereafter (collectively, the
"Offer") to acquire XSI.
Please be advised of the following:
1. XSI is not currently considering any offer to purchase XSI or any
of its assets, other than the Offer. XSI will not solicit or take any other
action to facilitate any further offers to acquire XSI, except in connection
with the Offer or, after notice thereof to UBS Capital LLC ("UBS"), as required
by the Board of Directors of XSI pursuant to the good faith discharge of its
fiduciary duties to XSI's stockholders. XSI will promptly notify UBS of any
written inquiries or offers (and the terms thereof) XSI may receive concerning
the acquisition of all or any substantial portion of the capital stock or assets
of, or any other business combination involving, XSI.
2. In consideration of your agreement to extend the Offer (as
described below), XSI agrees to reimburse you for your reasonable and documented
out-of-pocket expenses incurred in connection with the Offer from and including
July 12, 1997 until the earlier to occur of (i) the termination of this letter
agreement or (ii) 5:00 p.m. EDT on July 16, 1997 (the "Expenses"); provided,
that in no event shall XSI be required to reimburse UBS for more than $100,000
of Expenses.
3. The agreements and rights set forth in this letter shall terminate
on, and the Offer shall remain open until, the earlier to occur of (i) 5:00 p.m.
EDT on July 16, 1997 or (ii) such earlier date as may be agreed upon by the
parties hereto; provided, that your rights under Paragraph 2 hereof shall
survive such termination.
Please indicate your agreement with the foregoing by signing a copy of
this letter and returning such signed copy to the Special Committee (with copies
to Neil Torpey at Paul, Hastings, Janofsky & Walker LLP).
Very truly yours,
SPECIAL COMMITTEE OF THE BOARD OF
DIRECTORS OF XPEDITE SYSTEMS, INC.
By: /s/Philip A. Campbell
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ACCEPTED AND AGREED:
UBS PARTNERS LLC
FENWAY PARTNERS, INC.
ROY B. ANDERSEN, JR.
ROBERT S. VATERS
MAX A. SLIFER
DENNIS SCHMALTZ
VINCENT DEVITA
By: /s/Michael Greene
---------------------------------
UBS Partners LLC
on behalf of all of the persons
listed above
