CUSIP No. 975515 10 7 Page 1 of 11 Pages
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)
(Amendment No. )[FN1]
WINSTAR COMMUNICATIONS, INC.
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(Name of Issuer)
COMMON STOCK, $.01 PAR VALUE
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(Title of Class of Securities)
975515 10 7
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(CUSIP Number)
Welsh, Carson, Anderson William J. Hewitt, Esq.
& Stowe Reboul, MacMurray, Hewitt,
320 Park Avenue, Suite 2500 Maynard & Kristol
New York, New York 10022 45 Rockefeller Plaza
Attention: Jonathan Rather New York, New York 10111
Tel. (212) 893-9500 Tel. (212) 841-5700
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(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)
FEBRUARY 1, 2000
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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(e), 13d-1(f) or 13d-1(g), check the following
box [ ].
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[FN]
1 The remainder of this cover page shall be filled out for a reporting
person's initial filing on this form with respect to the subject class of
securities, and for any subsequent amendment containing information which
would alter disclosures provided in a prior cover page. The information
required on the remainder of this cover page shall not be deemed to be
"filed" for the purpose of Section 18 of the Securities Exchange Act of
1934 or otherwise subject to the liabilities of that section of the Act but
shall be subject to all other provisions of the Act.
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CUSIP No. 975515 10 7 Page 2 of 11 Pages
1) Name of Reporting Person Welsh, Carson, Anderson
and I.R.S. Identification & Stowe VIII, L.P.
No. of Above Person, if
an Entity (Voluntary)
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2) Check the Appropriate Box (a) [X]
if a Member of a Group (b) [ ]
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3) SEC Use Only
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4) Source of Funds WC
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5) Check if Disclosure of
Legal Proceedings Is Not Applicable
Required Pursuant to
Items 2(d) or 2(e)
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6) Citizenship or Place
of Organization Delaware
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Number of 7) Sole Voting 3,513,215 shares of
Shares Beneficially Power Common Stock
Owned by Each (issuable upon
Reporting Person conversion of
preferred stock)
----------------------------------------------------
8) Shared Voting
Power -0-
----------------------------------------------------
9) Sole Disposi- 3,513,215 shares of
tive Power Common Stock
(issuable upon
conversion of
preferred stock)
----------------------------------------------------
10) Shared Dis-
positive Power -0-
----------------------------------------------------
11) Aggregate Amount Beneficially 3,513,215 shares of
Owned by Each Reporting Person Common Stock
(issuable upon
conversion of
preferred stock)
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12) Check if the Aggregate
Amount in Row (11)
Excludes Certain Shares
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13) Percent of Class
Represented by 6.0%
Amount in Row (11)
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14) Type of Reporting
Person PN
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CUSIP No. 975515 10 7 Page 3 of 11 Pages
1) Name of Reporting Person WCAS Information
and I.R.S. Identification Partners, L.P.
No. of Above Person, if
an Entity (Voluntary)
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2) Check the Appropriate Box (a) [X]
if a Member of a Group (b) [ ]
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3) SEC Use Only
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4) Source of Funds WC
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5) Check if Disclosure of
Legal Proceedings Is Not Applicable
Required Pursuant to
Items 2(d) or 2(e)
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6) Citizenship or Place
of Organization Delaware
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Number of 7) Sole Voting 14,815 shares of
Shares Beneficially Power Common Stock
Owned by Each (issuable upon
Reporting Person conversion of
preferred stock)
----------------------------------------------------
8) Shared Voting
Power -0-
----------------------------------------------------
9) Sole Disposi- 14,815 shares of
tive Power Common Stock
(issuable upon
conversion of
preferred stock)
----------------------------------------------------
10) Shared Dis-
positive Power -0-
----------------------------------------------------
11) Aggregate Amount Beneficially 14,815 shares of
Owned by Each Reporting Person Common Stock
(issuable upon
conversion of
preferred stock)
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12) Check if the Aggregate
Amount in Row (11)
Excludes Certain Shares
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13) Percent of Class
Represented by less than 0.1%
Amount in Row (11)
- --------------------------------------------------------------------------------
14) Type of Reporting
Person PN
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CUSIP No. 975515 10 7 Page 4 of 11 Pages
SCHEDULE 13D
ITEM 1. SECURITY AND ISSUER.
This statement relates to the Common Stock, $.01 par value (the
"Common Stock"), of Winstar Communications, Inc., a Delaware corporation
("Winstar" or the "Issuer"). The principal executive offices of the Issuer are
located at 685 Third Avenue, New York, New York 10017.
ITEM 2. IDENTITY AND BACKGROUND.
(a) Pursuant to Rule 13d-1(k)(1)-(2) of Regulation 13D-G of the
General Rules and Regulations under the Securities Exchange Act of 1934, as
amended (the "Act"), the undersigned hereby file this statement on Schedule 13D
on behalf of Welsh, Carson, Anderson & Stowe VIII, L.P., a Delaware limited
partnership ("WCAS VIII"), and WCAS Information Partners, L.P., a Delaware
limited partnership ("WCAS IP"). WCAS VIII and WCAS IP are sometimes hereinafter
referred to as the "Reporting Persons". The Reporting Persons are making this
single, joint filing because they may be deemed to constitute a "group" within
the meaning of Section 13(d)(3) of the Act. The Agreement among the Reporting
Persons to file as a group (the "Group Agreement") is attached hereto as Exhibit
A.
WCAS VIII
(b)-(c) WCAS VIII is a Delaware limited partnership. The principal
business of WCAS VIII is that of a private investment partnership. The sole
general partner of WCAS VIII is WCAS VIII Associates, L.L.C., a Delaware limited
liability company ("VIII Associates"). The principal business of VIII Associates
is that of acting as the general partner of WCAS VIII. The principal business
and principal office address of WCAS VIII, VIII Associates and the managing
members of VIII Associates is 320 Park Avenue, Suite 2500, New York, New York
10022. The managing members of VIII Associates are citizens of the United
States, and their respective principal occupations are set forth below.
WCAS IP
(b)-(c) WCAS IP is a Delaware limited partnership. The principal
business of WCAS IP is that of a private investment partnership. The sole
general partner of WCAS IP is WCAS INFO Partners, a Delaware general partnership
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CUSIP No. 975515 10 7 Page 5 of 11 Pages
("INFO Partners"). The principal business of INFO Partners is that of acting as
the general partner of WCAS IP. The principal business and principal office
address of WCAS IP, INFO Partners and the general partners of INFO Partners is
320 Park Avenue, Suite 2500, New York, New York 10022. The general partners of
INFO Partners are citizens of the United States, and their respective principal
occupations are set forth below.
NAME OCCUPATION
Patrick J. Welsh Managing Member, VIII Associates
Russell L. Carson Managing Member, VIII Associates
Bruce K. Anderson Managing Member, VIII Associates;
General Partner, INFO Partners
Thomas E. McInerney Managing Member, VIII Associates;
General Partner, INFO Partners
Andrew M. Paul Managing Member, VIII Associates
Laura VanBuren Managing Member, VIII Associates
Robert A. Minicucci Managing Member, VIII Associates
Anthony J. deNicola Managing Member, VIII Associates
Paul B. Queally Managing Member, VIII Associates
Lawrence B. Sorrel Managing Member, VIII Associates
Rudolph E. Rupert Managing Member, VIII Associates
Jonathan Rather Managing Member, VIII Associates
(d) None of the entities or persons identified in this Item 2 has,
during the last five years, been convicted in a criminal proceeding (excluding
traffic violations or similar misdemeanors).
(e) None of the entities or persons identified in this Item 2 has,
during the last five years, been a party to a civil proceeding of a judicial or
administrative body of competent jurisdiction and as a result of such proceeding
was or is subject to a judgment, decree or final order enjoining future
violations of, or prohibiting or mandating activities subject to, federal or
state securities laws or finding any violation with respect to such laws.
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CUSIP No. 975515 10 7 Page 6 of 11 Pages
ITEM 3. SOURCE AND AMOUNT OF FUNDS AND OTHER CONSIDERATION.
On February 1, 2000, the Reporting Persons acquired an aggregate
238,142 shares of Series G 5.75% Senior Cumulative Participating Convertible
Preferred Stock of the Issuer (the "Series G Preferred") pursuant to a
Securities Purchase Agreement dated as of December 15, 1999 among the Issuer and
Winstar Credit Corp., a Delaware corporation and wholly-owned subsidiary of the
Issuer, and the purchasers named therein, including the Reporting Persons (the
"Purchase Agreement"). The Purchase Agreement is incorporated herein as Exhibit
B by reference to Exhibit 4.1 to the Issuer's Report on Form 8-K dated December
15, 1999 and filed with the Securities and Exchange Commission on January 3,
2000 (the "Form 8-K"), and any description thereof is qualified in its entirety
by reference thereto. The purchase price of the Series G Preferred was $1,000
per share, and the source of funds for such purchases was the working capital,
or funds available for investment, of the Reporting Persons. The managing
members of VIII Associates and general partners of INFO Partners also acquired
an aggregate 11,858 shares of Series G Preferred pursuant to the Purchase
Agreement. Each share of Series G Preferred is convertible into Common Stock at
any time at the option of the holder thereof at a conversion price of $67.50 per
share, subject to certain adjustments in the event of certain circumstances
described in the Certificate of Designations, Preferences and Rights of the
Series G Preferred (the "Certificate of Designations"). The Form of Certificate
of Designations is incorporated herein as Exhibit C by reference to Exhibit 4.2
to the Form 8-K, and any description thereof is qualified in its entirety by
reference thereto.
ITEM 4. PURPOSE OF TRANSACTION.
The Reporting Persons have acquired securities of the Issuer for
investment purposes. Upon the closing of the transactions contemplated by the
Purchase Agreement (the "Closing"), Lawrence B. Sorrel, a managing member of
VIII Associates, joined the Issuer's Board of Directors.
ITEM 5. INTEREST IN SECURITIES OF THE ISSUER.
The following information is based on a total of 55,244,371 shares of
Common Stock outstanding as of November 30, 1999, and gives effect to conversion
of all shares of Series G Preferred held by each entity and person named below.
(a)
WCAS VIII AND VIII ASSOCIATES
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CUSIP No. 975515 10 7 Page 7 of 11 Pages
WCAS VIII owns 3,513,215 shares of Common Stock, or approximately 6.0%
of the Common Stock outstanding. VIII Associates, as the general partner of
WCAS VIII, may be deemed to beneficially own the securities owned by WCAS
VIII.
WCAS IP AND INFO PARTNERS
WCAS IP owns 14,815 shares of Common Stock, or less than 0.1% of the
Common Stock outstanding. INFO Partners, as the general partner of WCAS IP,
may be deemed to beneficially own the securities owned by WCAS IP.
MANAGING MEMBERS OF VIII ASSOCIATES AND
GENERAL PARTNERS OF INFO PARTNERS
(i) Patrick J. Welsh owns directly 27,659 shares of Common Stock and
indirectly, in three trust accounts for the benefit of his minor children,
4,444 shares of Common Stock, or in the aggregate approximately 0.1% of the
Common Stock outstanding.
(ii) Russell L. Carson owns 32,104 shares of Common Stock, or
approximately 0.1% of the Common Stock outstanding.
(iii) Bruce K. Anderson owns directly 27,659 shares of Common Stock
and indirectly, in three trust accounts for the benefit of his minor
children, 4,444 shares of Common Stock, or in the aggregate approximately
0.1% of the Common Stock outstanding.
(iv) Andrew M. Paul owns 24,444 shares of Common Stock, or less than
0.1% of the Common Stock outstanding.
(v) Thomas E. McInerney owns 32,104 shares of Common Stock, or
approximately 0.1% of the Common Stock outstanding.
(vi) Laura VanBuren owns 370 shares of Common Stock, or less than 0.1%
of the Common Stock outstanding.
(vii)Robert A. Minicucci owns 10,370 shares of Common Stock, or less
than 0.1% of the Common Stock outstanding.
(viii) Anthony J. deNicola owns 2,593 shares of Common Stock, or less
than 0.1% of the Common Stock outstanding.
(ix) Paul B. Queally owns 1,852 shares of Common Stock, or less than
0.1% of the Common Stock outstanding.
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CUSIP No. 975515 10 7 Page 8 of 11 Pages
(x) Lawrence B. Sorrel owns 3,704 shares of Common Stock, or less
than 0.1% of the Common Stock outstanding.
(xi) Rudolph E. Rupert owns 1,852 shares of Common Stock, or less than
0.1% of the Common Stock outstanding.
(xii) Jonathan M. Rather owns 444 shares of Common Stock, or less than
0.1% of the Common Stock outstanding.
(b) The managing members of VIII Associates and general partners of
INFO Partners may be deemed to share the power to vote or direct the voting of
and to dispose or direct the disposition of the securities of the Issuer owned
by WCAS VIII and WCAS IP respectively. Each of the managing members of VIII
Associates and general partners of INFO Partners disclaims beneficial ownership
of all securities other than those he or she owns directly or by virtue of his
or her indirect pro rata interest, as a managing member and/or general partner
of VIII Associates and/or INFO Partners, as the case may be, in the securities
owned by WCAS VIII and/or WCAS IP.
(c) Except as described in this statement, none of the entities or
persons named in Item 2 has effected any transaction in the securities of the
Issuer in the past 60 days.
(d) Except as described in this statement, no person has the power to
direct the receipt of dividends on or the proceeds of sales of the shares of
Common Stock owned by WCAS VIII or WCAS IP.
(e) Not Applicable.
ITEM 6. CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR
RELATIONSHIPS WITH RESPECT TO SECURITIES
OF THE ISSUER.
In accordance with the terms of the Certificate of Designations, the
Issuer has the option of converting all of the shares of Series G Preferred into
Common Stock if on any date after the third anniversary of its issuance the
volume-weighted average trading price of the Common Stock for the twenty
consecutive trading days prior to such date is at least equal to 155% of the
conversion price of the Series G Preferred on such date.
As a condition to the Purchase Agreement, concurrently with the
Closing, the Reporting Persons and managing members of VIII Associates and
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CUSIP No. 975515 10 7 Page 9 of 11 Pages
general partners of INFO Partners (collectively, the "Shareholders") entered
into a Shareholders Agreement with the Issuer (the "Shareholders Agreement"),
pursuant to which each Shareholder has agreed that until the earlier of the
tenth anniversary of the Closing or the date on which such Shareholder owns less
than twenty percent of its initial holdings on an as-converted basis, such
Shareholder will not purchase any additional voting securities of the Issuer
without the Issuer's prior written consent. Also pursuant to the Shareholders
Agreement, and as further described therein, the Issuer has agreed to grant to
the Shareholders certain demand and piggyback registration rights with respect
to the shares of Common Stock issuable upon conversion of the Series G
Preferred. The Form of Shareholders Agreement is incorporated herein as Exhibit
D by reference to Exhibit 4.3 to the Form 8-K, and any description thereof is
qualified in its entirety by reference thereto.
ITEM 7. MATERIAL TO BE FILED AS EXHIBITS.
Exhibit A - Group Agreement (Appears at Page 11)
Exhibit B - Purchase Agreement (Incorporated by Reference to Exhibit
4.1 to the Form 8-K)
Exhibit C - Form of Certificate of Designations (Incorporated by
Reference to Exhibit 4.2 to the Form 8-K)
Exhibit D - Form of Shareholders Agreement (Incorporated by Reference
to Exhibit 4.3 to the Form 8-K)
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CUSIP No. 975515 10 7 Page 10 of 11 Pages
SIGNATURE
After reasonable inquiry and to the best of my knowledge and belief, I
certify that the information set forth in this statement is true, complete and
correct.
WELSH, CARSON, ANDERSON & STOWE VIII, L.P.
By: WCAS VIII Associates, LLC,
General Partner
By: /S/ JONATHAN RATHER
-----------------------------------------
Managing Member
WCAS INFORMATION PARTNERS, L.P.
By: WCAS INFO Partners, General Partner
By: /S/ JONATHAN RATHER
-----------------------------------------
Attorney-in-Fact
Dated: February 9, 2000
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CUSIP No. 975515 10 7 Page 11 of 11 Pages
EXHIBIT A
AGREEMENT OF
WELSH, CARSON, ANDERSON & STOWE VIII, L.P.,
AND WCAS INFORMATION PARTNERS, L.P.
PURSUANT TO RULE 13d-1(k)
The undersigned hereby agree that the statement on Schedule 13D to
which this Agreement is annexed as Exhibit A is filed on behalf of each of them
in accordance with the provisions of Rule 13d-1(k) under the Securities Exchange
Act of 1934, as amended.
WELSH, CARSON, ANDERSON & STOWE VIII, L.P.
By: WCAS VIII Associates, LLC,
General Partner
By: /S/ JONATHAN RATHER
-----------------------------------------
Managing Member
WCAS INFORMATION PARTNERS, L.P.
By: WCAS INFO Partners, General Partner
By: /S/ JONATHAN RATHER
-----------------------------------------
Attorney-in-Fact
Dated: February 9, 2000
