<PAGE>
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
---------------------------
SCHEDULE 13D/A
(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. 2)*
SIMULA, INC.
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(Name of Issuer)
Common Stock, $.01 par value per share
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(Title of Class of Securities)
829206101
-------------------------------------------------------
(CUSIP Number)
Arthur E. Levine with a copy to:
President Mitchell S. Cohen, Esq.
Levine Leichtman Capital Partners, Inc. Irell & Manella LLP
335 North Maple Drive, Suite 240 1800 Avenue of the Stars, Suite 900
Beverly Hills, California 90025 Los Angeles, California 90067
(310) 275-5335 (310) 277-1010
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(Name, Address and Telephone Number of Person Authorized to Receive Notices
and Communications)
November 3, 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 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: 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.
*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 ("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 1 of 16
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SCHEDULE 13D/A
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CUSIP No. 829206101 Page 2 of 16 Pages
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1 NAME OF REPORTING PERSON
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
Levine Leichtman Capital Partners II, L.P.
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2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE (a) / /
INSTRUCTIONS) (b) /X/
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3 SEC USE ONLY
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4 SOURCE OF FUNDS (SEE INSTRUCTIONS)
00 (See Item 3)
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5 CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO / /
ITEMS 2(d) or 2(e)
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6 CITIZENSHIP OR PLACE OF ORGANIZATION
State of California
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NUMBER OF 7 SOLE VOTING POWER
SHARES -0-
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BENEFICIALLY 8 SHARED VOTING POWER
OWNED BY 1,022,386 Shares (See Item 5)
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EACH 9 SOLE DISPOSITIVE POWER
REPORTING -0-
----------------------------------------------------------------
PERSON 10 SHARED DISPOSITIVE POWER
WITH 1,022,386 Shares (See Item 5)
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11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,022,386 Shares (See Item 5)
--------------------------------------------------------------------------------
12 CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES / /
(SEE INSTRUCTIONS)
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13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
7.8% based on 12,136,559 shares of Common Stock outstanding at October 30,
2000, as reported by the Issuer in its Quarterly Report on Form 10-Q for
the quarter ended September 30, 2000.
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14 TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
PN
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<PAGE>
SCHEDULE 13D/A
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CUSIP No. 829206101 Page 3 of 16 Pages
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1 NAME OF REPORTING PERSON
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
LLCP California Equity Partners II, L.P.
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2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE (a) / /
INSTRUCTIONS) (b) /X/
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3 SEC USE ONLY
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4 SOURCE OF FUNDS (SEE INSTRUCTIONS)
00 (See Item 3)
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5 CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO / /
ITEMS 2(d) or 2(e)
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6 CITIZENSHIP OR PLACE OF ORGANIZATION
State of California
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NUMBER OF 7 SOLE VOTING POWER
SHARES -0-
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BENEFICIALLY 8 SHARED VOTING POWER
OWNED BY 1,022,386 Shares (See Item 5)
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EACH 9 SOLE DISPOSITIVE POWER
REPORTING -0-
----------------------------------------------------------------
PERSON 10 SHARED DISPOSITIVE POWER
WITH 1,022,386 Shares (See Item 5)
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11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,022,386 Shares (See Item 5)
--------------------------------------------------------------------------------
12 CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES / /
(SEE INSTRUCTIONS)
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13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
7.8% based on 12,136,559 shares of Common Stock outstanding at
October 30, 2000, as reported by the Issuer in its Quarterly Report on
Form 10-Q for the quarter ended September 30, 2000.
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14 TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
PN
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<PAGE>
SCHEDULE 13D/A
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CUSIP No. 829206101 Page 4 of 16 Pages
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1 NAME OF REPORTING PERSON
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
Levine Leichtman Capital Partners, Inc.
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2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE (a) / /
INSTRUCTIONS) (b) /X/
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3 SEC USE ONLY
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4 SOURCE OF FUNDS (SEE INSTRUCTIONS)
00 (See Item 3)
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5 CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO / /
ITEMS 2(d) or 2(e)
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6 CITIZENSHIP OR PLACE OF ORGANIZATION
State of California
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NUMBER OF 7 SOLE VOTING POWER
SHARES -0-
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BENEFICIALLY 8 SHARED VOTING POWER
OWNED BY 1,022,386 Shares (See Item 5)
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EACH 9 SOLE DISPOSITIVE POWER
REPORTING -0-
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PERSON 10 SHARED DISPOSITIVE POWER
WITH 1,022,386 Shares (See Item 5)
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11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,022,386 Shares (See Item 5)
--------------------------------------------------------------------------------
12 CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES / /
(SEE INSTRUCTIONS)
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13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
7.8% based on 12,136,559 shares of Common Stock outstanding at
October 30, 2000, as reported by the Issuer in its Quarterly Report on
Form 10-Q for the quarter ended September 30, 2000.
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14 TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
CO
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<PAGE>
SCHEDULE 13D/A
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CUSIP No. 829206101 Page 5 of 16 Pages
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1 NAME OF REPORTING PERSON
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
Arthur E. Levine
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2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE (a) / /
INSTRUCTIONS) (b) /X/
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3 SEC USE ONLY
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4 SOURCE OF FUNDS (SEE INSTRUCTIONS)
00 (See Item 3)
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5 CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO / /
ITEMS 2(d) or 2(e)
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6 CITIZENSHIP OR PLACE OF ORGANIZATION
United States of America
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NUMBER OF 7 SOLE VOTING POWER
SHARES -0-
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BENEFICIALLY 8 SHARED VOTING POWER
OWNED BY 1,022,386 Shares (See Item 5)
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EACH 9 SOLE DISPOSITIVE POWER
REPORTING -0-
----------------------------------------------------------------
PERSON 10 SHARED DISPOSITIVE POWER
WITH 1,022,386 Shares (See Item 5)
--------------------------------------------------------------------------------
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,022,386 Shares (See Item 5)
--------------------------------------------------------------------------------
12 CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES / /
(SEE INSTRUCTIONS)
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13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
7.8% based on 12,136,559 shares of Common Stock outstanding at
October 30, 2000, as reported by the Issuer in its Quarterly Report on
Form 10-Q for the quarter ended September 30, 2000.
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14 TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
IN
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<PAGE>
SCHEDULE 13D/A
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CUSIP No. 829206101 Page 6 of 16 Pages
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1 NAME OF REPORTING PERSON
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
Lauren B. Leichtman
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2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE (a) / /
INSTRUCTIONS) (b) /X/
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3 SEC USE ONLY
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4 SOURCE OF FUNDS (SEE INSTRUCTIONS)
00 (See Item 3)
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5 CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO / /
ITEMS 2(d) or 2(e)
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6 CITIZENSHIP OR PLACE OF ORGANIZATION
United States of America
--------------------------------------------------------------------------------
NUMBER OF 7 SOLE VOTING POWER
SHARES -0-
----------------------------------------------------------------
BENEFICIALLY 8 SHARED VOTING POWER
OWNED BY 1,022,386 Shares (See Item 5)
----------------------------------------------------------------
EACH 9 SOLE DISPOSITIVE POWER
REPORTING -0-
----------------------------------------------------------------
PERSON 10 SHARED DISPOSITIVE POWER
WITH 1,022,386 Shares (See Item 5)
--------------------------------------------------------------------------------
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,022,386 Shares (See Item 5)
--------------------------------------------------------------------------------
12 CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES / /
(SEE INSTRUCTIONS)
--------------------------------------------------------------------------------
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
7.8% based on 12,136,559 shares of Common Stock outstanding at
October 30, 2000, as reported by the Issuer in its Quarterly Report on
Form 10-Q for the quarter ended September 30, 2000.
--------------------------------------------------------------------------------
14 TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
IN
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<PAGE>
Amendment No. 2 to Schedule 13D/A
Pursuant to Rule 13d-2(a) promulgated under the Securities
Exchange Act of 1934, as amended (the "Exchange Act"), Levine
Leichtman Capital Partners II, L.P., a California limited partnership
(the "Partnership"), LLCP California Equity Partners II, L.P., a
California limited partnership (the "General Partner"), Levine
Leichtman Capital Partners, Inc., a California corporation ("Capital
Corp."), Arthur E. Levine ("Mr. Levine") and Lauren B. Leichtman ("Ms.
Leichtman" and, together with the Partnership, the General Partner,
Capital Corp. and Mr. Levine, the "Reporting Persons"), hereby file
this Amendment No. 2 to Schedule 13D/A (this "Amendment") with the
Securities and Exchange Commission (the "Commission"). This Amendment
amends and supplements further the Schedule 13D originally filed with
the Commission on January 10, 2000 (the "Original Schedule 13D"), as
amended and supplemented by Amendment No. 1 to Schedule 13D filed with
the Commission on August 25, 2000 ("Amendment No. 1"), relating to the
Common Stock, par value $.01 per share, of Simula, Inc. an Arizona
corporation (the "Issuer"). The Original Schedule 13D, as amended by
Amendment No. 1, is referred to herein as the "Amended Schedule 13D."
Capitalized terms used in this Amendment and not otherwise
defined herein have the meanings set forth in the Amended Schedule
13D. The item numbers and responses thereto below are in accordance
with the requirements of Schedule 13D. All Rule citations used in this
Amendment are to the rules and regulations promulgated under the
Exchange Act.
ITEM 1. SECURITY AND ISSUER.
(a) NAME OF ISSUER:
Simula, Inc., an Arizona corporation (the "Issuer").
(b) ADDRESS OF PRINCIPAL EXECUTIVE OFFICES OF THE ISSUER:
2700 N. Central Avenue, Suite 1000, Phoenix, AZ 85004.
(c) TITLE OF CLASS OF EQUITY SECURITIES:
Common Stock, $.01 par value per share ("Common Stock").
ITEM 2. IDENTITY AND BACKGROUND.
This Amendment is being filed pursuant to a Joint Reporting
Agreement dated January 7, 2000, a copy of which is attached as
EXHIBIT 1 to the Original Schedule 13D, among and on behalf of the
Reporting Persons.
(a) PARTNERSHIP.
The Partnership is a limited partnership formed under the laws of
the State of California. The address of the principal business or
principal office of the Partnership is 335 North Maple Drive, Suite 240,
Beverly Hills, California 90210. The principal business of
Page 7 of 16
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the Partnership is to seek out opportunities to invest in the securities
of middle market companies and to acquire, hold, manage and dispose of
such securities in connection with growth financings, restructurings,
recapitalizations, mergers, acquisitions and buyouts.
(b) GENERAL PARTNER.
The General Partner is the sole general partner of the
Partnership. The address of the principal business or principal office
of the General Partner is 335 North Maple Drive, Suite 240, Beverly
Hills, California 90210. The principal business of the General Partner
is to act as the general partner of the Partnership and to organize and
manage the investments made by the Partnership.
(c) CAPITAL CORP.
Capital Corp. is the sole general partner of the General Partner.
The address of the principal business or principal office of Capital
Corp. is 335 North Maple Drive, Suite 240, Beverly Hills, California
90210. The principal business of Capital Corp. is to act as the general
partner of the General Partner and of LLCP California Equity Partners,
L.P., a California limited partnership, the sole general partner of
Levine Leichtman Capital Partners, L.P., a California limited
partnership.
(d) MR. LEVINE.
Mr. Levine is a director, the President and a shareholder of
Capital Corp. The business address of Mr. Levine is 335 North Maple
Drive, Suite 240, Beverly Hills, California 90210. The present
principal occupation or employment of Mr. Levine is to serve as a
director and the President of Capital Corp. Mr. Levine is a citizen of
the United States of America. Mr. Levine, together with Ms. Leichtman,
are the sole directors and shareholders of Capital Corp. Mr. Levine is
also an executive officer of Capital Corp.
(e) MS. LEICHTMAN.
Ms. Leichtman is a director, the Chief Executive Officer,
Treasurer and Secretary and a shareholder of Capital Corp. The business
address of Ms. Leichtman is 335 North Maple Drive, Suite 240, Beverly
Hills, California 90210. The present principal occupation or employment
of Ms. Leichtman is to serve as a director and the Chief Executive
Officer, Treasurer and Secretary of Capital Corp. Ms. Leichtman is a
citizen of the United States of America. Ms. Leichtman, together with
Mr. Levine, are the sole directors and shareholders of Capital Corp. Ms.
Leichtman is also an executive officer of Capital Corp.
During the last five years, no Reporting Person has been convicted
in a criminal proceeding (excluding traffic violations or similar
misdemeanors) or was a party to a civil proceeding of a judicial or
administrative body of competent jurisdiction and as a result of such
proceeding was or is subject to a judgment, decree or final order
enjoining future violations of, or prohibiting or mandating activities
subject to, federal or state securities laws or finding any violation
with respect to such laws.
The Reporting Persons may also be deemed to be members of a
"group" within the meaning of Rule 13d-5(b)(1) for the limited purposes
described in Items 4 and 6 below. The
Page 8 of 16
<PAGE>
other members of the group may include Stanley P. Desjardins
("Desjardins"), Donald W. Townsend ("Townsend"), James A. Saunders
("Saunders") and Bradley P. Forst ("Forst" and, together with
Desjardins, Townsend and Saunders, the "Principal Shareholders"). To
the extent that such a group exists, this Schedule 13D is also being
individually filed by the Reporting Persons, as members of such group,
pursuant to Rule 13d-1(k)(2) to satisfy such group's filing
obligations.
ITEM 3. SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION.
Item 3 of Amended Schedule 13D is hereby amended and restated in
its entirety as follows:
Pursuant to a Securities Purchase Agreement dated as of
December 31, 1999 (the "Securities Purchase Agreement"), among the
Issuer, certain subsidiaries of the Issuer and the Partnership, a copy
of which is attached as EXHIBIT 2 to the Original Schedule 13D, the
Issuer and certain of its subsidiaries jointly and severally issued
and sold to the Partnership a Secured Senior Note Due 2000 dated
December 31, 1999, in the principal amount of $5,000,000 (the "Term A
Note"), and a Secured Senior Note Due 2003 dated December 31, 1999, in
the principal amount of $15,000,000 (the "Term B Note"). In addition,
as part of the same transaction, the Issuer issued and sold to the
Partnership a warrant to purchase 850,000 shares of Common Stock (the
"Warrant" and, together with the Term A Note and the Term B Note, the
"Initial Securities"). The Initial Securities were acquired by the
Partnership for an aggregate purchase price of $20,000,000. Copies of
the Term A Note, the Term B Note and the Warrant are attached as
EXHIBIT 3, EXHIBIT 4 and EXHIBIT 5 to the Original Schedule 13D,
respectively.
The source of funds for the purchase of the Initial Securities
was capital contributions made by the partners of the Partnership in
the aggregate amount of $20,000,000, in response to a Call to Purchase
Portfolio Securities dated December 1, 1999.
The parties to the Securities Purchase Agreement entered into a
Second Amendment to Securities Purchase Agreement dated as of August
17, 2000 (the "Second Amendment to Securities Purchase Agreement"), a
copy of which is attached as EXHIBIT 1 to Amendment No. 1. Under the
Second Amendment to Securities Purchase Agreement, at the request of
the Issuer, (i) the Securities Purchase Agreement, as amended by a
First Amendment to Securities Purchase Agreement dated as of May 25,
2000, was further amended, (ii) the Term A Note was amended and
restated pursuant to the terms of an Amended and Restated Secured
Senior Note Due 2001 (as so amended and restated, the "Amended and
Restated Term A Note"), a copy of which is attached as EXHIBIT 2 to
Amendment No. 1, and (iii) the Partnership waived certain of its
rights and consented to certain transactions involving the Issuer
and/or its subsidiaries. As partial consideration for the agreement of
the Partnership to the foregoing matters, the Issuer issued to the
Partnership an Amended and Restated Warrant to Purchase 850,000 Shares
of Common Stock, a copy of which is attached as EXHIBIT 3 to Amendment
No. 1, which amends and restates the Warrant (as so amended and
restated, the "Amended and Restated Warrant"). Under the terms of the
Amended and Restated Warrant, among other things, the Warrant Purchase
Price (as such term is defined in the Amended and Restated Warrant)
was reduced from $5.00 to $1.6250
Page 9 of 16
<PAGE>
per share. For purposes of this Amendment, the term "Amended
Securities" shall mean the Amended and Restated Term A Note and the
Amended and Restated Warrant.
As more fully described in Item 4 below, the Partnership
purchased through a broker in open market transactions an aggregate of
$2,522,000 face amount of 8% Senior Subordinated Convertible Notes due
May 1, 2004 previously issued by the Issuer (the "Convertible Notes").
The Convertible Notes, together with accrued and unpaid interest
thereon, are convertible at the option of the holder prior to the
maturity date thereof into shares of Common Stock at a conversion
price, adjusted through August 17, 2000, of $14.63 per share (assuming
the conversion price has not been adjusted further since such date).
The adjusted conversion price as of August 17, 2000, was represented
by the Issuer to the Partnership under the Second Amendment to
Securities Purchase Agreement. The source of funds for the purchase of
the Convertible Notes was capital contributions made by the partners
of the Partnership in response to a Call to Purchase Portfolio
Securities dated October 13, 2000.
ITEM 4. PURPOSE OF TRANSACTION.
Item 4 of Amended Schedule 13D is hereby amended and
restated in its entirety as follows:
The Partnership acquired the Initial Securities, the Amended
Securities and the Convertible Notes for investment purposes only.
In connection with the acquisition by the Partnership of the
Initial Securities, and pursuant to the terms of an Investor Rights
Agreement dated as of December 31, 1999 (the "Investor Rights
Agreement"), among the Issuer, the Principal Shareholders and the
Partnership, a copy of which is attached as EXHIBIT 6 to the Original
Schedule 13D, the Issuer granted certain management, investment
monitoring and other rights to the Partnership. Among other rights,
the Partnership may require the Issuer, upon the occurrence of an
"Event of Default" as defined in the Securities Purchase Agreement, to
cause a representative designated by the Partnership (an "LLCP
Representative") to be elected or appointed as a member of the Board
of Directors of the Issuer until the later to occur of (a) the 180th
day after the effective date of such election or appointment and (b)
the date that the next annual meeting of the shareholders of the
Issuer at which directors are to be elected occurs. In addition, the
Principal Shareholders have granted to the Partnership limited voting
rights with respect to the shares of Common Stock owned by the
Principal Shareholders, respectively. If, upon the occurrence of such
an Event of Default, the Partnership exercises its right to require
the Issuer to cause an LLCP Representative to be elected or appointed
as a member of the Board of Directors of the Issuer, the Principal
Shareholders have agreed to vote (or cause to be voted) the shares of
Common Stock owned by them in favor of such election or appointment
for the requisite period. The Principal Shareholders have also granted
to the Partnership certain co-sale rights with respect to the shares
of Common Stock owned by them, respectively, as more fully described
in the Investor Rights Agreement.
The Partnership purchased through a broker in open market
transactions an aggregate of $2,522,000 face amount of Convertible
Notes. On October 31, 2000, the Partnership
Page 10 of 16
<PAGE>
purchased $1,591,000 face amount of Convertible Notes for an aggregate
price of $827,320, and, on November 3, 2000, the Partnership purchased
$931,000 face amount of Convertible Notes for an aggregate price of
$498,085. The Convertible Notes, together with accrued and unpaid
interest thereon, are convertible at the option of the holder prior to
the maturity date thereof into shares of Common Stock at a conversion
price, adjusted through August 17, 2000, of $14.63 per share (assuming
the conversion price has not been adjusted further since such date).
The adjusted conversion price as of August 17, 2000, was represented
by the Issuer to the Partnership under the Second Amendment to
Securities Purchase Agreement. Assuming that no interest has accrued
and remains unpaid, the aggregate face amount of the Convertible Notes
purchased by the Partnership would be convertible into 172,386 shares
of Common Stock. The Partnership may acquire additional Convertible
Notes from time to time in the future.
While the Partnership did not acquire the Initial Securities,
the Amended Securities or the Convertible Notes with the purpose of
changing or influencing control of the Issuer, such acquisition, after
giving effect to the management, investment monitoring and other
rights granted to the Partnership under the Investor Rights Agreement,
may have the effect of changing or influencing control of the Issuer
within the meaning of Rule 13d-3(d)(1)(i).
Other than as described above, none of the Reporting Persons
presently has any plans or proposals which relate to or would result in
any of the actions described in subparagraphs (a) through (j) of Item 4.
ITEM 5. INTEREST IN SECURITIES OF THE ISSUER.
Item 5 of Amended Schedule 13D is hereby amended and restated
in its entirety as follows:
(a) AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON AND PERCENT OF
CLASS:
Each Reporting Person is deemed to be the "beneficial owner"
(within the meaning of Rule 13d-3(a) of the Exchange Act) of an
aggregate of 1,022,386 shares of Common Stock, including 850,000
shares of Common Stock issuable upon the exercise of the Amended and
Restated Warrant and 172,386 shares of Common Stock issuable upon
conversion of the Convertible Notes. See Item 4 above. In addition,
each Reporting Person may be deemed to be the beneficial owner, for
the limited purposes described in Items 4 above and 6 below, of (i) an
additional 3,336,687 shares of Common Stock issued and outstanding as
of August 17, 2000, and owned by the Principal Shareholders,
respectively (the "Principal Shareholders Outstanding Shares"), and
(ii) an additional 2,129,800 shares of Common Stock issuable upon
exercise of stock options held by the Principal Shareholders as of
August 17, 2000 (together with the Principal Shareholders Outstanding
Shares, the "Principal Shareholders Fully Diluted Shares"). The number
of Principal Shareholders Fully Diluted Shares was represented by the
Issuer to the Partnership under the Second Amendment to Securities
Purchase Agreement. The Reporting Persons have no economic or
pecuniary interest in, and disclaim beneficial ownership of, the
Principal Shareholders Fully Diluted Shares.
Page 11 of 16
<PAGE>
The aggregate number of shares of Common Stock beneficially
owned by the Reporting Persons constitutes approximately 7.8% of the
shares of such class. To the extent that a group exists as discussed
in Item 2 above for the limited purposes described in Items 4 above
and 6 below, the aggregate number of shares of Common Stock
beneficially owned by the Reporting Persons, after giving effect to
the Principal Shareholders Outstanding Shares, would constitute
approximately 33.1% of the shares of such class and, after giving
effect to the Principal Shareholders Fully Diluted Shares, would
constitute approximately 42.4% of the shares of such class. Such
percentages have been calculated based on 12,136,559 shares of Common
Stock outstanding at October 30, 2000, as reported by the Issuer in
its Quarterly Report on Form 10-Q for the quarter ended September 30,
2000, and were calculated in accordance with Rule 13d-3(d)(1)(i) or
Rule 13d-5(b)(1), as the case may be.
The Amended and Restated Warrant may be exercised at any time
prior to December 31, 2006, with respect to all or any portion of the
total number of shares of Common Stock purchasable thereunder. The
exercise price of the shares of Common Stock purchasable under the
Amended and Restated Warrant is $1.6250 per share.
The Convertible Notes, together with accrued and unpaid
interest thereon, are convertible at the option of the holder prior to
the maturity date thereof into shares of Common Stock at a conversion
price, adjusted through August 17, 2000, of $14.63 per share (assuming
the conversion price has not been adjusted further since such date).
The adjusted conversion price as of August 17, 2000, was represented
by the Issuer to the Partnership under the Second Amendment to
Securities Purchase Agreement. See Item 4 above.
(b) VOTING AND DISPOSITIVE POWER:
The Partnership may be deemed to have (i) sole and dispositive
voting power with respect to no shares of Common Stock and (ii) shared
voting and dispositive power with all other Reporting Persons with
respect to 1,022,386 shares of Common Stock. In addition, to the
extent that a group exists as discussed in Item 2 above, in the
limited circumstances described in Items 4 above and 6 below, the
Partnership may be deemed to have shared voting power with all other
Reporting Persons and the Principal Shareholders with respect to an
additional 5,466,687 shares of Common Stock, including 3,336,487
shares of Common Stock issued and outstanding as of August 17, 2000,
and owned by the Principal Shareholders and 2,129,800 shares of Common
Stock issuable upon exercise of stock options held by the Principal
Shareholders and outstanding as of August 17, 2000.
By virtue of being the sole general partner of the Partnership,
the General Partner may be deemed to have (i) sole and dispositive
voting power with respect to no shares of Common Stock and (ii) shared
voting and dispositive power with all other Reporting Persons with
respect to 1,022,386 shares of Common Stock. In addition, to the
extent that a group exists as discussed in Item 2 above, in the
limited circumstances described in Items 4 above and 6 below, the
General Partner may be deemed to have shared voting power with all
other Reporting Persons and the Principal Shareholders with respect to
an additional 5,466,687 shares of Common Stock, including 3,336,487
shares of Common Stock issued and outstanding as of August 17, 2000,
and owned by the Principal Shareholders and
Page 12 of 16
<PAGE>
2,129,800 shares of Common Stock issuable upon exercise of stock options
held by the Principal Shareholders and outstanding as of August 17, 2000.
By virtue of being the sole general partner of the General
Partner, Capital Corp. may be deemed to have (i) sole and dispositive
voting power with respect to no shares of Common Stock and (ii) shared
voting and dispositive power with all other Reporting Persons with
respect to 1,022,386 shares of Common Stock. In addition, to the
extent that a group exists as discussed in Item 2 above, in the
limited circumstances described in Items 4 above and 6 below, Capital
Corp. may be deemed to have shared voting power with all other
Reporting Persons and the Principal Shareholders with respect to an
additional 5,466,687 shares of Common Stock, including 3,336,487
shares of Common Stock issued and outstanding as of August 17, 2000,
and owned by the Principal Shareholders and 2,129,800 shares of Common
Stock issuable upon exercise of stock options held by the Principal
Shareholders and outstanding as of August 17, 2000.
By virtue of being the sole directors and shareholders, and
executive officers, of Capital Corp., each of Mr. Levine and Ms.
Leichtman may be deemed to have (i) sole and dispositive voting power
with respect to no shares of Common Stock and (ii) shared voting and
dispositive power with all other Reporting Persons with respect to
1,022,386 shares of Common Stock. In addition, to the extent that a
group exists as discussed in Item 2 above, in the limited
circumstances described in Items 4 above and 6 below, each of Mr.
Levine and Ms. Leichtman may be deemed to have shared voting power
with all other Reporting Persons and the Principal Shareholders with
respect to an additional 5,466,687 shares of Common Stock, including
3,336,487 shares of Common Stock issued and outstanding as of August
17, 2000, and owned by the Principal Shareholders and 2,129,800 shares
of Common Stock issuable upon exercise of stock options held by the
Principal Shareholders and outstanding as of August 17, 2000.
The Reporting Persons have no economic or pecuniary interest
in, and disclaim beneficial ownership of, the Principal Shareholders
Fully Diluted Shares. See Items 4 above and 6 below.
(c) OTHER TRANSACTIONS.
Except as described in Item 4 above, the Reporting Persons have
not effected any transactions in the Common Stock of the Issuer during
the past sixty days.
(d) INTERESTS OF OTHER PERSONS:
Not Applicable.
(e) DATE UPON WHICH THE REPORTING PERSON CEASED TO BE THE BENEFICIAL
OWNER OF MORE THAN FIVE PERCENT OF CLASS:
Not Applicable.
Page 13 of 16
<PAGE>
ITEM 6. CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR RELATIONSHIPS WITH
RESPECT TO SECURITIES OF THE ISSUER.
Item 6 of Amended Schedule 13D is hereby amended and restated
in its entirety as follows:
On December 31, 1999, the Issuer issued and sold the Initial
Securities to the Partnership. Copies of the Term A Note, the Term B
Note and the Warrant are attached as EXHIBIT 3, EXHIBIT 4 and EXHIBIT
5 to the Original Schedule 13D, respectively. On August 17, 2000, the
Term A Note was amended and restated pursuant to the terms of the
Amended and Restated Term A Note, a copy of which is attached as
EXHIBIT 2 to Amendment No. 1, and the Warrant was amended and restated
pursuant to the terms of an Amended and Restated Warrant, a copy of
which is attached as EXHIBIT 3 to Amendment No. 1. The Amended and
Restated Term A Note and the Term B Note describe more fully the
payment and other terms thereof.
Pursuant to the Investor Rights Agreement, a copy of which is
attached as EXHIBIT 6 to the Original Schedule 13D, the Issuer granted
certain management, investment monitoring and other rights to the
Partnership. Among other rights, the Partnership may require the
Issuer, upon the occurrence of an "Event of Default" as defined in the
Securities Purchase Agreement, to cause a representative designated by
the Partnership (an "LLCP Representative") to be elected or appointed
as a member of the Board of Directors of the Issuer until the later to
occur of (a) the 180th day after the effective date of such election
or appointment and (b) the date that the next annual meeting of the
shareholders of the Issuer at which directors are to be elected
occurs. In addition, the Principal Shareholders have granted to the
Partnership limited voting rights with respect to the shares of Common
Stock owned by the Principal Shareholders, respectively. If, upon the
occurrence of such an Event of Default, the Partnership exercises its
right to require the Issuer to cause an LLCP Representative to be
elected or appointed as a member of the Board of Directors of the
Issuer, the Principal Shareholders have agreed to vote (or cause to be
voted) the shares of Common Stock owned by them in favor of such
election or appointment for the requisite period. The Principal
Shareholders have also granted to the Partnership certain co-sale
rights with respect to the shares of Common Stock owned by them,
respectively, as more fully described in the Investor Rights Agreement.
Pursuant to a Registration Rights Agreement dated as of
December 31, 1999 (the "Registration Rights Agreement"), between the
Issuer and the Partnership, the Partnership has been granted certain
"demand" and "piggyback" registration rights with respect to the
shares of Common Stock issuable upon exercise of the Warrant
(including, but not limited to, the right to require the Issuer to
register resales of such shares on a registration statement on Form
S-3). Such registration rights are described more fully in the
Registration Rights Agreement, a copy of which is attached as EXHIBIT
7 to the Original Schedule 13D.
The Issuer, the Principal Shareholders and the Partnership have
entered into a First Amendment to Investor Rights Agreement, in
substantially the form of EXHIBIT 8 to the Original Schedule 13D,
pursuant to which the parties clarified that the Principal
Page 14 of 16
<PAGE>
Shareholders have entered into the voting agreements set forth in
Section 1.1 of the Investor Rights Agreement in their individual
capacities, and not as representatives of the Issuer.
ITEM 7. MATERIAL TO BE FILED AS EXHIBITS.
None.
Page 15 of 16
<PAGE>
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.
Dated: November 13, 2000 LEVINE LEICHTMAN CAPITAL PARTNERS II,
L.P., a California limited partnership
By: LLCP California Equity Partners II, L.P., a
California limited partnership, its General
Partner
By: Levine Leichtman Capital Partners, Inc.,
a California corporation, its General
Partner
By: /s/ Arthur E. Levine
-------------------------------------
Arthur E. Levine
President
LLCP CALIFORNIA EQUITY PARTNERS II, L.P.,
a California limited partnership
By: Levine Leichtman Capital Partners, Inc., a
California corporation, its General Partner
By: /s/ Arthur E. Levine
-------------------------------------
Arthur E. Levine
President
LEVINE LEICHTMAN CAPITAL PARTNERS, INC.,
a California corporation
By: /s/ Arthur E. Levine
-------------------------------------
Arthur E. Levine
President
/s/ Arthur E. Levine
-------------------------------------
ARTHUR E. LEVINE
/s/ Lauren B. Leichtman
-------------------------------------
LAUREN B. LEICHTMAN
Page 16 of 16
