CUSIP No. 975515 10 7 Page 1 of 8 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. 1)1
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)
December 6, 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 [ ].
[FN]
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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 8 Pages
1) Name of Reporting Person Welsh, Carson,
and I.R.S. Identification Anderson & Stowe VIII,
No. of Above Person, if L.P.
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 8,144,382 shares of
Shares Beneficially Power Common Stock
Owned by Each (issuable upon
Reporting Person conversion of
preferred stock)
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8) Shared Voting
Power -0-
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9) Sole Disposi- 8,144,382 shares of
tive Power Common Stock
(issuable upon
conversion of
preferred stock)
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10) Shared Dis-
positive Power -0-
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11) Aggregate Amount Beneficially 8,144,382 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 8.1%
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 8 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 Not Applicable
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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
Number of 7) Sole Voting 23,188 shares of
Shares Beneficially Power Common Stock
Owned by Each (issuable upon
Reporting Person conversion of
preferred stock)
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8) Shared Voting
Power -0-
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9) Sole Disposi- 23,188 shares of
tive Power Common Stock
(issuable upon
conversion of
preferred stock)
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10) Shared Dis-
positive Power -0-
-------------------------------------------
11) Aggregate Amount Beneficially 23,188 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)
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14) Type of Reporting
Person PN
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CUSIP No. 975515 10 7 Page 4 of 8 Pages
AMENDMENT NO. 1 TO SCHEDULE 13D
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Reference is hereby made to the statement on Schedule 13D filed on
February 11, 2000 (the "Schedule 13D"). Terms defined in the Schedule 13D are
used herein as so defined.
ITEM 2. IDENTITY AND BACKGROUND.
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Item 2 is hereby amended to remove Andrew M. Paul and Laura VanBuren
as Managing Members of VIII Associates.
Item 3. SOURCE AND AMOUNT OF FUNDS AND OTHER CONSIDERATION.
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Item 3 is hereby amended by adding the following thereto:
On December 6, 2000, WCAS VIII acquired 66,137 shares of the Issuer's
Series H Senior Cumulative Participating Convertible Preferred Stock ("Series H
Preferred") and warrants to purchase 1,124,329 shares of Common Stock (the
"Warrants") pursuant to a Securities Purchase Agreement dated as of November 7,
2000 among the Issuer and Winstar Credit Corp., a Delaware corporation and
wholly-owned subsidiary of the Issuer, and the purchasers named therein,
including WCAS VIII (the "Series H Purchase Agreement"), for an aggregate
purchase price of $66,137,000. The source of funds for such purchase was the
working capital, or funds available for investment, of WCAS VIII. The Series H
Purchase Agreement is incorporated herein as Exhibit A by reference to Exhibit
4.1 to the Issuer's Amendment No. 1 to Form 8-K on Form 8-K/A dated November 7,
2000 and filed with the Securities and Exchange Commission on November 17, 2000
(the "Form 8-K/A"), and any description thereof is qualified in its entirety by
reference thereto. The managing members of VIII Associates also acquired an
aggregate 2,642 shares of Series H Preferred and 44,912 Warrants pursuant to the
Purchase Agreement. Each share of Series H Preferred is convertible into Common
Stock at any time at the option of the holder thereof at an initial conversion
price of $25.00 per share, subject to certain adjustments in the event of
certain circumstances described in the Certificate of Designations, Preferences
and Rights of the Series H Preferred (the "Series H Certificate of
Designations"). The Form of Series H Certificate of Designations is incorporated
herein as Exhibit B by reference to Exhibit 4.2 to the Form 8-K/A, and any
description thereof is qualified in its entirety by reference thereto.
As further described in the Certificate of Designations and Series H
Certificate of Designations , if cash dividends are to be paid on the Common
Stock, the holders of Series G Preferred and Series H Preferred are entitled to
receive such cash dividends on an as-converted basis. In addition, each share of
Series G Preferred and Series H Preferred pays cumulative dividends at a rate
equal to the excess, if any, of 5.75% and 12%, respectively, per annum on its
liquidation preference over (ii) the amount of any regular cash dividends per
share of Series G Preferred or Series H Preferred that have been paid during the
applicable dividend period on the Common Stock. Such dividends are payable
quarterly in arrears on March 15, June 15, September 15 and December 15 of each
year to the record holders of Series G Preferred and Series H Preferred as of
March 1, June 1, September 1 and December 1. The Issuer has the option of paying
such dividends in cash or by adding the amount of the dividend to the
liquidation preference of the Series G Preferred and/or Series H Preferred.
The Warrants have an initial exercise price of $25.00 per share,
subject to adjustment as described in the Form of Warrant, and are exercisable
upon the earlier of (i) 180 days from their date of issuance (December 6, 2000)
or (ii) the date on which a change of control (as defined in the Form of
Warrant) occurs. The Warrants expire on the fifth anniversary of their date of
issuance. The Form of Warrant is incorporated herein as Exhibit C by reference
to Exhibit 4.7 to the Form 8-K/A, and any description thereof is qualified in
its entirety by reference thereto.
ITEM 5. INTEREST IN SECURITIES OF THE ISSUER.
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Item 5 is hereby amended and restated to read in its entirety as
follows:
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CUSIP No. 975515 10 7 Page 5 of 8 Pages
The following information is based on a total of 92,193,015 shares of
Common Stock outstanding as of October 31, 2000, and gives effect to the
conversion of all shares of Series G Preferred (based on its accreted value as
of October 31, 2000) and Series H Preferred held by each entity and person named
below.
(a)
WCAS VIII AND VIII ASSOCIATES
-----------------------------
WCAS VIII owns 8,144,382 shares of Common Stock, or approximately 8.1%
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
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WCAS IP owns 23,188 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
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(i) Patrick J. Welsh owns 64,132 shares of Common Stock, or less than
0.1% of the Common Stock outstanding.
(ii)Russell L. Carson owns 74,409 shares of Common Stock, or less than
0.1% of the Common Stock outstanding.
(iii) Bruce K. Anderson owns 64,132 shares of Common Stock, or less
than 0.1% of the Common Stock outstanding.
(iv) Thomas E. McInerney owns 74,409 shares of Common Stock, or less
than 0.1% of the Common Stock outstanding.
(v) Robert A. Minicucci owns 24,032 shares of Common Stock, or less
than 0.1% of the Common Stock outstanding.
(vi) Anthony J. deNicola owns 6,018 shares of Common Stock, or less
than 0.1% of the Common Stock outstanding.
(vii) Paul B. Queally owns 4,299 shares of Common Stock, or less than
0.1% of the Common Stock outstanding.
(viii) Lawrence B. Sorrel owns 8,597 shares of Common Stock, or less
than 0.1% of the Common Stock outstanding.
(ix) Rudolph E. Rupert owns 4,299 shares of Common Stock, or less than
0.1% of the Common Stock outstanding.
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CUSIP No. 975515 10 7 Page 6 of 8 Pages
(x) Jonathan M. Rather owns 1,016 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.
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Item 6 is hereby amended by adding the following thereto:
In accordance with the terms of the Certificate of Designations, the
Issuer has the option of converting all of the shares of Series H Preferred into
Common Stock if on or after the fourth anniversary of the date of issuance of
the Series H Preferred 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
of the date of this statement the conversion price of the Series G Preferred is
$45.00 per share, adjusted from $67.50 as reported in the Schedule 13D to
reflect the 3 for 2 split of the Common Stock that was effective March 3, 2000.
Concurrently with the closing of the transactions contemplated by the
Series H Purchase Agreement, the Shareholders (as defined in the Schedule 13D)
entered into an Amended and Restated Shareholders Agreement with the Issuer (the
"Amended Shareholders Agreement"), amending and restating the Shareholders
Agreement entered into in connection with their respective purchases of Series G
Preferred. Pursuant to the Amended Shareholders Agreement each Shareholder has
agreed that until the earlier of February 1, 2010 or the date on which such
Shareholder owns less than twenty percent of its initial holdings of Series G
Preferred and Series H Preferred on an as-converted basis, such Shareholder will
not purchase any additional voting securities of the Issuer without the Issuer's
prior written consent. Each Shareholder has also agreed, subject to certain
exceptions, not to transfer any of its shares of Series G Preferred or Series H
Preferred, Warrants or underlying Common Stock without the consent of the Issuer
to a holder or group of holders if as a result thereof such holder or group of
holders would beneficially own more than five percent of the outstanding Common
Stock on a fully-diluted basis.
Also pursuant to the Amended 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 Series G Preferred and Series H Preferred and
exercise of Warrants. The Form of Amended Shareholders Agreement is incorporated
herein as Exhibit D by reference to Exhibit 4.4 to the Form 8-K/A, and any
description thereof is qualified in its entirety by reference thereto.
ITEM 7. MATERIAL TO BE FILED AS EXHIBITS.
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Exhibit A - Series H Purchase Agreement (Incorporated by Reference to
Exhibit 4.1 to the Form 8-K/A)
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CUSIP No. 975515 10 7 Page 7 of 8 Pages
Exhibit B - Form of Series H Certificate of Designations (Incorporated
by Reference to Exhibit 4.2 to the Form 8-K/A)
Exhibit C - Form of Warrant (Incorporated by Reference to Exhibit 4.7
to the Form 8-K/A)
Exhibit D - Form of Shareholders Agreement (Incorporated by Reference
to Exhibit 4.4 to the Form 8-K/A)
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CUSIP No. 641881107 Page 8 of 8 Pages
SIGNATURE
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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.
Dated: December 14, 2000
WELSH, CARSON, ANDERSON & STOWE VIII, L.P.
By: WCAS VIII Associates, LLC,
General Partner
By: /s/ Jonathan M. Rather
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Managing Member
WCAS INFORMATION PARTNERS, L.P.
By: WCAS INFO Partners, General Partner
By: /s/ Jonathan M. Rather
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Attorney-in-Fact
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