UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 13D
UNDER THE SECURITIES EXCHANGE ACT OF 1934 (AMENDMENT NO. 3)*
ProMedCo Management Company
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(Name of Issuer)
Common Stock (Par Value $ 0.01 Per Share)
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(Title of Class of Securities)
74342L 10 5
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(CUSIP Number)
Robert C. Schwenkel, Esq. David J. Greenwald, Esq.
Fried, Frank, Harris, Shriver & Jacobson Goldman, Sachs & Co.
One New York Plaza 85 Broad Street
New York, NY 10004 New York, NY 10004
(212) 859-8000 (212) 902-1000
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(Name, Address and Telephone Number of Persons Authorized
to Receive Notices and Communications)
July 13, 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 [ ].
*The remainder of this cover page will 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 will 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 will be subject to all other provisions of the
Act (however, see the Notes).
<PAGE>
SCHEDULE 13D
CUSIP No. 74342L 10 5
1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
GOLDMAN, SACHS & CO.
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) [ ]
(b) [ ]
3 SEC USE ONLY
4 SOURCE OF FUNDS
AF, OO
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEMS 2(d) or 2(e) [X]
6 CITIZENSHIP OR PLACE OF ORGANIZATION
NEW YORK
NUMBER OF 7 SOLE VOTING POWER
SHARES 0
BENEFICIALLY 8 SHARED VOTING POWER
OWNED BY EACH 16,469,240
REPORTING 9 SOLE DISPOSITIVE POWER
PERSON WITH 0
10 SHARED DISPOSITIVE POWER
16,469,240
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
16,469,240
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11)
EXCLUDES CERTAIN SHARES [ ]
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
44.0%. (40.0% of outstanding shares of Common Stock assuming all
outstanding shares of Series A Convertible Preferred Stock and Series B
Convertible PReferred Stock are converted into shares of Common Stock.)
14 TYPE OF REPORTING PERSON
BD-PN-IA
<PAGE>
SCHEDULE 13D
CUSIP No. 74342L 10 5
1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
THE GOLDMAN SACHS GROUP, INC.
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) [ ]
(b) [ ]
3 SEC USE ONLY
4 SOURCE OF FUNDS
AF
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEMS 2(d) or 2(e) [ ]
6 CITIZENSHIP OR PLACE OF ORGANIZATION
DELAWARE
NUMBER OF 7 SOLE VOTING POWER
SHARES 0
BENEFICIALLY 8 SHARED VOTING POWER
OWNED BY EACH 16,469,240
REPORTING 9 SOLE DISPOSITIVE POWER
PERSON WITH 0
10 SHARED DISPOSITIVE POWER
16,469,240
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
16,469,240
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11)
EXCLUDES CERTAIN SHARES [ ]
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
44.0%. (40.0% of outstanding shares of Common Stock assuming all
outstanding shares of Series A Convertible Preferred Stock and Series B
Convertible PReferred Stock are converted into shares of Common Stock.)
14 TYPE OF REPORTING PERSON
HC-CO
<PAGE>
SCHEDULE 13D
CUSIP No. 74342L 10 5
1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
GS CAPITAL PARTNERS III, L.P.
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) [ ]
(b) [ ]
3 SEC USE ONLY
4 SOURCE OF FUNDS
WC
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEMS 2(d) or 2(e) [ ]
6 CITIZENSHIP OR PLACE OF ORGANIZATION
DELAWARE
NUMBER OF 7 SOLE VOTING POWER
SHARES 0
BENEFICIALLY 8 SHARED VOTING POWER
OWNED BY EACH 12,237,360
REPORTING 9 SOLE DISPOSITIVE POWER
PERSON WITH 0
10 SHARED DISPOSITIVE POWER
12,237,360
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
12,237,360
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11)
EXCLUDES CERTAIN SHARES [ ]
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
36.8% (29.8% of outstanding shares of Common Stock assuming all
outstanding shares of Series A Convertible Preferred Stock and Series B
Convertible Preferred Stock are converted into shares of Common Stock.)
14 TYPE OF REPORTING PERSON
PN
<PAGE>
SCHEDULE 13D
CUSIP No. 74342L 10 5
1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
GS ADVISORS III, L.L.C.
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) [ ]
(b) [ ]
3 SEC USE ONLY
4 SOURCE OF FUNDS
AF
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEMS 2(d) or 2(e) [ ]
6 CITIZENSHIP OR PLACE OF ORGANIZATION
DELAWARE
NUMBER OF 7 SOLE VOTING POWER
SHARES 0
BENEFICIALLY 8 SHARED VOTING POWER
OWNED BY EACH 15,601,560
REPORTING 9 SOLE DISPOSITIVE POWER
PERSON WITH 0
10 SHARED DISPOSITIVE POWER
15,601,560
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
15,601,560
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11)
EXCLUDES CERTAIN SHARES [ ]
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
42.6% (37.9% of outstanding shares of Common Stock assuming all
outstanding shares of Series A Convertible Preferred Stock and Series B
Convertible Preferred Stock are converted into shares of Common Stock.)
14 TYPE OF REPORTING PERSON
OO
<PAGE>
SCHEDULE 13D
CUSIP No. 74342L 10 5
1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
GS CAPITAL PARTNERS III OFFSHORE, L.P.
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) [ ]
(b) [ ]
3 SEC USE ONLY
4 SOURCE OF FUNDS
WC
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEMS 2(d) or 2(e) [ ]
6 CITIZENSHIP OR PLACE OF ORGANIZATION
CAYMAN ISLANDS
NUMBER OF 7 SOLE VOTING POWER
SHARES 0
BENEFICIALLY 8 SHARED VOTING POWER
OWNED BY EACH 3,364,200
REPORTING 9 SOLE DISPOSITIVE POWER
PERSON WITH 0
10 SHARED DISPOSITIVE POWER
3,364,200
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
3,364,200
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11)
EXCLUDES CERTAIN SHARES [ ]
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
13.8% (8.2% of outstanding shares of Common Stock assuming all
outstanding shares of Series A Convertible Preferred Stock and Series B
Convertible Preferred Stock are converted into shares of Common Stock.)
14 TYPE OF REPORTING PERSON
PN
<PAGE>
SCHEDULE 13D
CUSIP No. 74342L 10 5
1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
GS CAPITAL PARTNERS III GERMANY CIVIL LAW PARTNERSHIP
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) [ ]
(b) [ ]
3 SEC USE ONLY
4 SOURCE OF FUNDS
WC
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEMS 2(d) or 2(e) [ ]
6 CITIZENSHIP OR PLACE OF ORGANIZATION
GERMANY
NUMBER OF 7 SOLE VOTING POWER
SHARES 0
BENEFICIALLY 8 SHARED VOTING POWER
OWNED BY EACH 564,965
REPORTING 9 SOLE DISPOSITIVE POWER
PERSON WITH 0
10 SHARED DISPOSITIVE POWER
564,965
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
564,965
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11)
EXCLUDES CERTAIN SHARES [ ]
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
2.6% (1.4% of outstanding shares of Common Stock assuming all
outstanding shares of Series A Convertible Preferred Stock and Series B
Convertible Preferred Stock are converted into shares of Common Stock.)
14 TYPE OF REPORTING PERSON
PN
<PAGE>
SCHEDULE 13D
CUSIP No. 74342L 10 5
1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
GOLDMAN, SACHS & CO. oHG
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) [ ]
(b) [ ]
3 SEC USE ONLY
4 SOURCE OF FUNDS
AF
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEMS 2(d) or 2(e) [ ]
6 CITIZENSHIP OR PLACE OF ORGANIZATION
GERMANY
NUMBER OF 7 SOLE VOTING POWER
SHARES 0
BENEFICIALLY 8 SHARED VOTING POWER
OWNED BY EACH 564,965
REPORTING 9 SOLE DISPOSITIVE POWER
PERSON WITH 0
10 SHARED DISPOSITIVE POWER
564,965
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
564,965
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11)
EXCLUDES CERTAIN SHARES [ ]
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
2.6% (1.4% of outstanding shares of Common Stock assuming all
outstanding shares of Series A Convertible Preferred Stock and Series B
Convertible Preferred Stock are converted into shares of Common Stock.)
14 TYPE OF REPORTING PERSON
PN
<PAGE>
SCHEDULE 13D
CUSIP No. 74342L 10 5
1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
STONE STREET FUND 2000, L.P.
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) [ ]
(b) [ ]
3 SEC USE ONLY
4 SOURCE OF FUNDS
WC
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEMS 2(d) or 2(e) [ ]
6 CITIZENSHIP OR PLACE OF ORGANIZATION
DELAWARE
NUMBER OF 7 SOLE VOTING POWER
SHARES 0
BENEFICIALLY 8 SHARED VOTING POWER
OWNED BY EACH 299,380
REPORTING 9 SOLE DISPOSITIVE POWER
PERSON WITH 0
10 SHARED DISPOSITIVE POWER
564,965
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
564,965
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11)
EXCLUDES CERTAIN SHARES [ ]
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
1.4% (0.7% of outstanding shares of Common Stock assuming all
outstanding shares of Series A Convertible Preferred Stock and Series B
Convertible Preferred Stock are converted into shares of Common Stock.)
14 TYPE OF REPORTING PERSON
PN
<PAGE>
SCHEDULE 13D
CUSIP No. 74342L 10 5
1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
STONE STREET 2000, L.L.C.
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) [ ]
(b) [ ]
3 SEC USE ONLY
4 SOURCE OF FUNDS
AF
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEMS 2(d) or 2(e) [ ]
6 CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
NUMBER OF 7 SOLE VOTING POWER
SHARES 0
BENEFICIALLY 8 SHARED VOTING POWER
OWNED BY EACH 299,380
REPORTING 9 SOLE DISPOSITIVE POWER
PERSON WITH 0
10 SHARED DISPOSITIVE POWER
299,380
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
299,380
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11)
EXCLUDES CERTAIN SHARES [ ]
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
1.4% (0.7% of outstanding shares of Common Stock assuming all
outstanding shares of Series A Convertible Preferred Stock and Series B
Convertible Preferred Stock are converted into shares of Common Stock.)
14 TYPE OF REPORTING PERSON
OO
<PAGE>
This Amendment No. 3 ("Amendment") is being filed by GS Capital
Partners III, L.P. ("GS Capital III"), GS Capital Partners III Offshore,
L.P. ("GS Offshore"), GS Capital Partners III Germany Civil Law Partnership
("GS Germany"), Stone Street Fund 2000, L.P. (together with its
predecessor, Stone Street Fund 2000, L.L.C., "Stone 2000"), GS Advisors
III, L.L.C. ("GS Advisors"), Goldman, Sachs & Co. oHG ("GS oHG"), Stone
Street 2000, L.L.C ("Stone L.L.C."), Goldman, Sachs & Co. ("Goldman
Sachs"), and The Goldman Sachs Group, Inc. ("GS Group" and, together with
GS Capital III, GS Offshore, GS Germany, Stone 2000, GS Advisors, GS oHG,
Stone L.L.C. and Goldman Sachs, the "Filing Persons"). This Amendment
amends and supplements the Schedule 13D filed on behalf of the Filing
Persons with the Securities and Exchange Commission (the "Commission") on
January 24, 2000, as amended by Amendment No. 1 filed on May 9, 2000 and
Amendment No. 2 filed on June 12, 2000, (collectively, the "Schedule 13D"),
relating to the common stock, par value $.01 per share (the "Common Stock")
of ProMedCo Management Company, a Delaware corporation (the "Company").
Capitalized terms used but not otherwise defined herein will have the
meanings ascribed to such terms in the Schedule 13D. The Schedule 13D is
hereby amended and supplemented as follows:
ITEM 2. IDENTITY AND BACKGROUND.
-----------------------
Each of GS Capital III and Stone 2000, Delaware limited
partnerships, GS Offshore, a Cayman Islands exempted limited partnership,
and GS Germany, a German civil law partnership, was formed for the purpose
of investing in equity and equity-related securities primarily acquired or
issued in leveraged acquisitions, reorganizations and other private equity
transactions. GS Advisors, a Delaware limited liability company, is the
sole general partner of GS Capital III and GS Offshore. GS oHG is the sole
managing partner of GS Germany. Stone L.L.C., a Delaware limited liability
company, is the sole general partner of Stone 2000. Goldman Sachs, a New
York limited partnership, is an investment banking firm and a member of the
New York Stock Exchange, Inc. and other national exchanges. Goldman Sachs
also serves as the manager for GS Advisors and Stone 2000 and the
investment manager for GS Capital III, GS Offshore and GS Germany. Goldman
Sachs is wholly owned, directly and indirectly, by GS Group. GS Group is a
Delaware corporation and holding company that (directly and indirectly
through subsidiaries or affiliated companies or both) is a leading
investment banking organization. The principal business address of each
Filing Person (other than GS Offshore, GS Germany and GS oHG) is 85 Broad
Street, New York, NY 10004. The principal business address for GS Offshore
is c/o Maples and Calder, P.O. Box 309, Grand Cayman, Cayman Islands. The
principal business address for each of GS Germany and GS oHG is MesseTurm,
60308 Frankfurt am Main, Germany.
The name, business address, present principal occupation or
employment and citizenship of each director of GS Group are set forth in
Schedule I hereto and are incorporated herein by reference. The name,
business address, present principal occupation or employment and
citizenship of each executive officer of GS Advisors are set forth in
Schedule II-A-i hereto and are incorporated herein by reference. The name,
business address, present principal occupation or employment and
citizenship of each member of the Principal Investment Area Investment
Committee of Goldman Sachs, which is responsible for making all investment
and management decisions for GS Advisors on behalf of Goldman Sachs, are
set forth in Schedule II-A-ii hereto and are incorporated herein by
reference. The name, business address, present principal occupation or
employment and citizenship of each executive officer and director of
Goldman, Sachs & Co. Finanz GmbH, which is the sole managing general
partner of GS oHG, are set forth in Schedule II-B hereto and are
incorporated herein by reference. The name, business address, present
principal occupation or employment and citizenship of each executive
officer of Stone L.L.C. are set forth in Schedule II-C-i hereto and are
incorporated herein by reference. The name, business address, present
principal occupation or employment and citizenship of each member of the
Stone Street Investment Committee of Goldman Sachs, which is responsible
for making all investment and management decisions for Stone L.L.C. on
behalf of Goldman Sachs, are set forth on Schedule II-C-ii and are
incorporated herein by reference.
During the last five years, none of the Filing Persons, nor, to
the knowledge of each of the Filing Persons, any of the person listed on
Schedules I, II-A-i, II-A-ii, II-B, II-C-i and II-C-ii hereto, (i) has been
convicted in a criminal proceeding (excluding traffic violations or similar
misdemeanors) or (ii) except as set forth on Schedule III hereto, has 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.
ITEM 4. PURPOSE OF TRANSACTION.
----------------------
Pursuant to the Stock Purchase Agreement, dated as of July 13,
2000, by and among MTS Investors E, L.P., a Delaware limited partnership,
("MTS") and the Purchasers (the "Stock Purchase Agreement"), the full text
of which is filed as Exhibit 1 hereto and incorporated herein by this
reference, MTS purchased (i) 57,429, 15,788, 2,651 and 1,405 shares of
Series A Preferred Stock (77,273 shares of the Series A Preferred Stock in
the aggregate) from GS Capital III, GS Offshore, GS Germany and Stone 2000,
respectively, for $7,495,481 (or $97.00 per Series A Share) and (ii)
16,891, 4,643, 780 and 413 shares of Series B Preferred Stock (22,727
shares of the Series B Preferred Stock in the aggregate) from GS Capital
III, GS Offshore, GS Germany and Stone 2000, respectively, for $2,204,519
(or $97.00 per Series B Share) (the "Evercore Transfer"). In connection
with the Evercore Transfer, the Company and the Purchasers entered into the
Second Amendment to the Securities Purchase Agreement, dated as of July 13,
2000, (the "Second Amendment"), which Second Amendment was agreed to and
accepted by MTS and the full text of which is filed as Exhibit 2 hereto and
incorporated herein by this reference. Pursuant to the Second Amendment,
MTS will be an "Investor" under the Securities Purchase Agreement for all
purposes and as such will be entitled to all of the rights and subject to
all of the obligations of an "Investor."
Board Representation
--------------------
For so long as the Purchasers (excluding MTS and its affiliates)
and their affiliates collectively beneficially own not less than (i) 85% of
the number of shares of Common Stock beneficially owned by the Purchasers
as of the Second Closing (the "Second Closing Ownership Amount") (as such
ownership may be adjusted for stock splits, reverse stock splits, dividends
paid in Common Stock, reclassifications of the Common Stock, and other
similar events), GS Capital III will have the right to designate, at all
times and from time to time, three directors of the Company; (ii) 33 1/3%
of the Second Closing Ownership Amount (as such ownership may be adjusted
for stock splits, reverse stock splits, dividends paid in Common Stock,
reclassifications of the Common Stock, and other similar events), GS
Capital III will have the right to designate, at all times and from time to
time, two directors of the Company; and (iii) 10% of the Second Closing
Ownership Amount (as such ownership may be adjusted for stock splits,
reverse stock splits, dividends paid in Common Stock, reclassifications of
the Common Stock, and other similar events), GS Capital III will have the
right to designate, at all times and from time to time, one director of the
Company (collectively, the "GS Preferred Designees").
In addition, for so long as MTS and its affiliates collectively
beneficially own not less than 10% of the Second Closing Ownership Amount
(as such ownership may be adjusted for stock splits, reverse stock splits,
dividends paid in Common Stock, reclassifications of the Common Stock, and
other similar events), MTS will have the right to designate, at all times
and from time to time, one director of the Company (the "MTS Designee", and
together with the GS Preferred Designees, the "Preferred Designees").
On June 30, 2000, Mark Tricolli resigned from his position at
Goldman Sachs. In connection with his resignation from Goldman Sachs, Mr.
Tricolli also resigned as a director of the Company.
Registration Rights
-------------------
In connection with the Evercore Transfer, the Company, the
Purchasers and MTS entered into an Amended and Restated Registration Rights
Agreement, dated as of July 13, 2000, (the "Amended and Restated
Registration Rights Agreement") the full text of which is filed as Exhibit
3 hereto and incorporated herein by this reference. The Amended and
Restated Registration Rights Agreement has substantially identical terms as
the Registration Rights Agreement, except that each of GS Capital III and
MTS will have the right to require the Company to file a registration
statement under the Securities Act covering all or any part of their
respective Registrable Securities (as defined in the Amended and Restated
Registration Rights Agreement), by delivering a written request therefor to
the Company specifying the number of registrable securities to be included
in such registration by such holder and the intended method of distribution
thereof (a "Demand Registration"). Pursuant to the Amended and Restated
Registration Rights Agreement, GS Capital III has the right to require two
Demand Registrations and MTS has the right to require one Demand
Registration.
Other Plans and Proposals
-------------------------
Except as described above or otherwise described in this
Amendment, the Filing Persons currently have no plans or proposals which
relate to or would result in any transaction, event or action enumerated in
paragraphs (a) through (j) of Item 4 of the form of Schedule 13D
promulgated under the Act.
Each of the Filing Persons expects to evaluate on an ongoing
basis the Company's financial condition, business, operations and
prospects, the market price of the Common Stock, conditions in the
securities markets generally, general economic and industry conditions and
other factors. Accordingly, each Filing Person reserves the right to change
its plans and intentions at any time, as it deems appropriate. In
particular, any one or more of Filing Persons (and their respective
affiliates) may purchase additional shares of Common Stock or Preferred
Stock or other securities of the Company or may sell or transfer shares of
Common Stock or Preferred Stock (or any of the shares of Common Stock into
which such Preferred Stock is converted or any convertible notes, for which
such Preferred Stock is exchanged) beneficially owned by them from time to
time in public or private transactions and/or may enter into privately
negotiated derivative transactions with institutional counterparties to
hedge the market risk of some or all of their positions in the shares of
Common Stock, Preferred Stock or other securities and/or may cause any of
the Purchasers to distribute in kind to their respective partners or
members, as the case may be, shares of Common Stock or Preferred Stock or
other securities owned by such Purchasers. Any such transactions may be
effected at any time or from time to time subject to (i) the restrictions
contained in the Amended Securities Purchase Agreement and (ii) any
applicable limitations imposed on the sale of any of their Company
securities by the Securities Act of 1933, as amended, and the rules and
regulations promulgated thereunder (the "Securities Act") or other
applicable law. To the knowledge of each Filing Person, each of the persons
listed on Schedules I, II-A-i, II-A-ii, II-B, II-C-i or II-C-ii hereto may
make similar evaluations from time to time or on an ongoing basis.
ITEM 5. INTERESTS IN SECURITIES OF THE ISSUER.
-------------------------------------
(a) Based on information provided to the Filing Persons by the
Company, there were 21,001,813 shares of Common Stock outstanding as of
June 12, 2000.
As of July 13, 2000, GS Capital III beneficially owned 12,237,360
shares of Common Stock through its ownership of 258,429 shares of Series A
Preferred Stock and 76,008 shares of Series B Preferred Stock, representing
approximately 36.8% of the outstanding shares of Common Stock, assuming
that all of GS Capital III's shares of Series A Preferred Stock and Series
B Preferred Stock were converted into shares of Common Stock but no other
shares of Series A Preferred Stock or Series B Preferred Stock were
converted into shares of Common Stock. Assuming all outstanding shares of
Series A Preferred Stock and Series B Preferred Stock were converted into
shares of Common Stock, GS Capital III would have beneficially owned as of
July 13, 2000 approximately 29.8% of the outstanding shares of Common
Stock.
As of July 13, 2000, GS Offshore beneficially owned 3,364,200
shares of Common Stock through its ownership of 71,045 shares of Series A
Preferred Stock and 20,896 shares of Series B Preferred Stock, representing
approximately 13.8% of the outstanding shares of Common Stock assuming that
all of GS Offshore's shares of Series A Preferred Stock and Series B
Preferred Stock were converted into shares of Common Stock and no other
shares of Series A Preferred Stock and Series B Preferred Stock were
converted into shares of Common Stock. Assuming all outstanding shares of
Series A Preferred Stock and Series B Preferred Stock were converted into
shares of Common Stock, GS Offshore would have beneficially owned as of
July 13, 2000 approximately 8.2% of the outstanding shares of Common Stock.
As of July 13, 2000, GS Advisors may be deemed to have
beneficially owned an aggregate of 15,601,560 shares of Common Stock
beneficially owned by GS Capital III and GS Offshore through their
ownership of shares of Series A Preferred Stock and Series B Preferred
Stock, as described above, representing approximately 42.6% of the
outstanding shares of Common Stock assuming that all of GS Capital III's
and GS Offshore's shares of Series A Preferred Stock and Series B Preferred
Stock were converted into shares of Common Stock and no other shares of
Series A Preferred Stock and Series B Preferred Stock were converted into
shares of Common Stock. Assuming all outstanding shares of Series A
Preferred Stock and Series B Preferred Stock were converted into shares of
Common Stock, GS Advisors would have beneficially owned as of July 13, 2000
approximately 37.9% of the outstanding shares of Common Stock.
As of July 13, 2000, GS Germany beneficially owned and its
managing partner, GS oHG may be deemed to have beneficially owned, 564,965
shares of Common Stock through GS Germany's ownership of 11,931 shares of
Series A Preferred Stock and 3,509 shares of Series B Preferred Stock,
representing approximately 2.6% of the outstanding shares of Common Stock,
assuming that all of GS Germany's shares of Series A Preferred Stock and
Series B Preferred Stock were converted into shares of Common Stock and no
other shares of Series A Preferred Stock and Series B Preferred Stock were
converted into shares of Common Stock. Assuming all outstanding shares of
Series A Preferred Stock and Series B Preferred Stock were converted into
shares of Common Stock, GS Germany would have beneficially owned as of July
13, 2000 approximately 1.4% of the outstanding shares of Common Stock.
As of July 13, 2000, Stone 2000 beneficially owned, and its
general partner, Stone L.L.C., may be deemed to have beneficially owned an
aggregate of 299,380 shares of Common Stock through Stone 2000's ownership
of 6,322 shares of Series A Preferred Stock and 1,860 shares of Series B
Preferred Stock, representing approximately 1.4% of the outstanding shares
of Common Stock, assuming that all of Stone 2000's shares of Series A
Preferred Stock and Series B Preferred Stock were converted into shares of
Common Stock and no other shares of Series A Preferred Stock and Series B
Preferred Stock were converted into shares of Common Stock. Assuming all
outstanding shares of Series A Preferred Stock and Series B Preferred Stock
were converted into shares of Common Stock, Stone 2000 would have
beneficially owned as of July 13, 2000 approximately 0.7% of the
outstanding shares of Common Stock.
As of July 13, 2000, Goldman Sachs and GS Group may be deemed to
have beneficially owned the 16,469,240 shares of Common Stock beneficially
owned by the Purchasers through their ownership of shares of Series A
Preferred Stock and Series B Preferred Stock. In addition, Goldman Sachs
and GS Group may be deemed to have beneficially owned as of July 13, 2000
the 3,335 shares of Common Stock held in the Managed Accounts. Based on
such holdings, Goldman Sachs and GS Group may be deemed to have
beneficially owned as of July 13, 2000 (i) approximately 44.0% of the
outstanding shares of Common Stock assuming that all of the shares of
Series A Preferred Stock and Series B Preferred Stock owned by the
Purchasers were converted into shares of Common Stock and no other shares
of Series A Preferred Stock and Series B Preferred Stock were converted
into shares of Common Stock, and (ii) approximately 40.0% of the
outstanding shares of Common Stock assuming that all shares of Series A
Preferred Stock and Series B Preferred Stock were converted into shares of
Common Stock.
Goldman Sachs and GS Group disclaim beneficial ownership of (i)
the shares of Common Stock beneficially owned by the Purchasers to the
extent that partnership interests in Purchasers are held by persons other
than Goldman Sachs or its affiliates and (ii) the shares of Common Stock
held in Managed Accounts.
None of the Filing Persons or, to the knowledge of the Filing
Persons, the persons listed on Schedules I, II-A-i, II-A-ii, II-B, II-C-i
or II-C-ii hereto beneficially owns any shares of Common Stock other than
as set forth herein.
(b) Each Filing Person shares the power to vote or direct the
vote and to dispose or to direct the disposition of shares of Common Stock
beneficially owned by such Filing Person as indicated above.
(c) Except as described in this Schedule 13D, no transactions in
the shares of Common Stock were effected by the Filing Persons, or, to
their knowledge, any of the persons listed on Schedules I, II-A-i, II-A-ii,
II-B, II-C-i or II-C-ii hereto, during the past sixty days.
(d) Except for clients of Goldman Sachs who may have the right to
receive or the power to direct the receipt of dividends from, or the
proceeds from the sale of, any shares of Common Stock held in Managed
Accounts, no other person is known by any Filing Person to have the right
to receive or the power to direct the receipt of dividends from, or the
proceeds from the sale of, any shares of Common Stock beneficially owned by
any Filing Person.
(e) Not applicable.
ITEM 6. CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR RELATIONSHIPS
WITH RESPECT TO SECURITIES OF THE ISSUER.
--------------------------------------------------------
The responses set forth in Item 4 of this Schedule 13D are
incorporated herein by this reference in their entirety.
ITEM 7. MATERIAL TO BE FILED AS EXHIBITS.
--------------------------------
Exhibit 1 Stock Purchase Agreement, dated as of July 13, 2000, by and
among MTS and the Purchasers
Exhibit 2 Second Amendment to the Securities Purchase Agreement, dated as
of July 13, 2000, by and among the Company and the Purchasers
Exhibit 3 Amended and Restated Registration Rights Agreement, dated as of
July 13, 2000, by and among the Company, the Purchasers and MTS
<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.
July 13, 2000
GOLDMAN, SACHS & CO.
By: /s/ Roger S. Begelman
------------------------------
Name: Roger S. Begelman
Title: Attorney-in-fact
THE GOLDMAN SACHS GROUP, INC.
By: /s/ Roger S. Begelman
------------------------------
Name: Roger S. Begelman
Title: Attorney-in-fact
GS ADVISORS III, L.L.C.
By: /s/ Roger S. Begelman
------------------------------
Name: Roger S. Begelman
Title: Attorney-in-fact
GS CAPITAL PARTNERS III, L.P.
By: /s/ Roger S. Begelman
------------------------------
Name: Roger S. Begelman
Title: Attorney-in-fact
GS CAPITAL PARTNERS III OFFSHORE, L.P.
By: /s/ Roger S. Begelman
------------------------------
Name: Roger S. Begelman
Title: Attorney-in-fact
GS CAPITAL PARTNERS III GERMANY
CIVIL LAW PARTNERSHIP (with
limitation of liability)
By: /s/ Roger S. Begelman
------------------------------
Name: Roger S. Begelman
Title: Attorney-in-fact
GOLDMAN, SACHS & CO. oHG
By: /s/ Roger S. Begelman
------------------------------
Name: Roger S. Begelman
Title: Attorney-in-fact
STONE STREET FUND 2000, L.P.
By: /s/ Roger S. Begelman
------------------------------
Name: Roger S. Begelman
Title: Attorney-in-fact
STONE STREET 2000, L.L.C.
By: /s/ Roger S. Begelman
------------------------------
Name: Roger S. Begelman
Title: Attorney-in-fact
<PAGE>
EXHIBITS
Exhibit 1 Stock Purchase Agreement, dated as of July 13, 2000, by and
among MTS and the Purchasers
Exhibit 2 Second Amendment to the Securities Purchase Agreement, dated as
of July 13, 2000, by and among the Company and the Purchasers
Exhibit 3 Amended and Restated Registration Rights Agreement, dated as of
July 13, 2000, by and among the Company, the Purchasers and MTS
<PAGE>
SCHEDULE II-C-i
---------------
<TABLE>
The name, position and present principal occupation of each executive
officer of Stone Street 2000, L.L.C., the sole general partner of Stone
Street Fund 2000, L.P., are set forth below.
The business address for each of the executive officers listed below
is 85 Broad Street, New York, New York 10004.
All executive officers listed below except Sanjeev K. Mehra are United
States citizens. Sanjeev K. Mehra is a citizen of India.
<CAPTION>
Name Position Present Principal Occupation
------------------------------------------------------------------------------------
<S> <C> <C>
Richard A. Friedman Vice President Managing Director of Goldman, Sachs & Co.
Terence M. O'Toole Vice President Managing Director of Goldman, Sachs & Co.
Joseph H. Gleberman Vice President Managing Director of Goldman, Sachs & Co.
Sanjeev K. Mehra Vice President/Treasurer Managing Director of Goldman, Sachs & Co.
Peter G. Sachs Vice President Senior Director of The Goldman Sachs Group, Inc.
Peter M. Sacerdote President Advisory Director of Goldman, Sachs & Co.
David J. Greenwald Vice President Managing Director of Goldman, Sachs & Co.
Esta E. Stecher Vice President Managing Director of Goldman, Sachs & Co.
James B. McHugh Assistant Secretary Vice President of Goldman, Sachs & Co.
Patrick P. Mulvihill Assistant Treasurer Managing Director of Goldman, Sachs & Co.
Sarah Smith Assistant Treasurer Managing Director of Goldman, Sachs & Co.
Katherine B. Enquist Vice President/Secretary Vice President of Goldman, Sachs & Co.
Richard J. Stingi Vice President Vice President of Goldman, Sachs & Co.
John E. Bowman Vice President Vice President of Goldman, Sachs & Co.
Katherine L. Nissenbaum Vice President Vice President of Goldman, Sachs & Co.
</TABLE>
