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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13G
(Rule 13d-102)
AMENDMENT NO. 3
INFORMATION STATEMENT PURSUANT TO
RULES 13d-1 (b) AND (c)
AND AMENDMENTS THERETO FILED PURSUANT
TO RULE 13d-2(b)*
WEBLINK WIRELESS, INC.
-----------------------
(Name of Issuer)
CLASS A CONVERTIBLE COMMON STOCK
$.0001 PAR VALUE
--------------------------------
(Title of Class of Securities)
69553J104
--------------
(CUSIP Number)
The information required in 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).
- ------------------------------
* 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 the disclosures provided in a prior cover page.
<PAGE>
CUSIP No.69553J104 13G Page 2 of 46 Pages
1 NAME OF REPORTING PERSONS
S.S. OR I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS
Morgan Stanley Dean Witter & Co.
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) |_|
(b) |_|
3 SEC USE ONLY
4 CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
NUMBER OF SHARES BENEFICIALLY OWNED 5 SOLE VOTING POWER
BY EACH REPORTING PERSON WITH
0
6 SHARED VOTING POWER
16,806,876 shares
7 SOLE DISPOSITIVE POWER
0
8 SHARED DISPOSITIVE POWER
16,806,876 shares
9 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
16,806,876 shares
10 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN
SHARES* |_|
11 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
46.7%
12 TYPE OF REPORTING PERSON*
HC
*SEE INSTRUCTIONS BEFORE FILLING OUT!
<PAGE>
CUSIP No. 69553J104 13G Page 3 of 46 Pages
1 NAME OF REPORTING PERSONS
S.S. OR I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS
The Morgan Stanley Leveraged Equity Fund II, L.P.
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) |_|
(b) |X|
3 SEC USE ONLY
4 CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
NUMBER OF SHARES BENEFICIALLY OWNED 5 SOLE VOTING POWER
BY EACH REPORTING PERSON WITH
0
6 SHARED VOTING POWER
8,476,518 shares
7 SOLE DISPOSITIVE POWER
0
8 SHARED DISPOSITIVE POWER
8,476,518 shares
9 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
8,476,518 shares
10 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN
SHARES* |_|
11 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
23.5%
12 TYPE OF REPORTING PERSON*
PN
*SEE INSTRUCTIONS BEFORE FILLING OUT!
<PAGE>
CUSIP No. 69553J104 13G Page 4 of 46 Pages
1 NAME OF REPORTING PERSONS
S.S. OR I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS
The Morgan Stanley Leveraged Equity Fund II, Inc.
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) |_|
(b) |_|
3 SEC USE ONLY
4 CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
NUMBER OF SHARES BENEFICIALLY OWNED 5 SOLE VOTING POWER
BY EACH REPORTING PERSON WITH
0
6 SHARED VOTING POWER
8,476,518 shares
7 SOLE DISPOSITIVE POWER
0
8 SHARED DISPOSITIVE POWER
8,476,518 shares
9 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
8,476,518 shares
10 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN
SHARES* |_|
11 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
23.5%
12 TYPE OF REPORTING PERSON*
CO
*SEE INSTRUCTIONS BEFORE FILLING OUT!
<PAGE>
CUSIP No. 69553J104 13G Page 5 of 46 Pages
1 NAME OF REPORTING PERSONS
S.S. OR I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS
Morgan Stanley Capital Partners III, L.P.
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) |_|
(b) |X|
3 SEC USE ONLY
4 CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
NUMBER OF SHARES BENEFICIALLY OWNED 5 SOLE VOTING POWER
BY EACH REPORTING PERSON WITH
0
6 SHARED VOTING POWER
5,072,672 shares
7 SOLE DISPOSITIVE POWER
0
8 SHARED DISPOSITIVE POWER
5,072,672 shares
9 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
5,072,672 shares
10 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN
SHARES* |_|
11 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
14.1%
12 TYPE OF REPORTING PERSON*
PN
*SEE INSTRUCTIONS BEFORE FILLING OUT!
<PAGE>
CUSIP No. 69553J104 13G Page 6 of 46 Pages
1 NAME OF REPORTING PERSONS
S.S. OR I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS
MSCP III, L.P.
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) |_|
(b) |_|
3 SEC USE ONLY
4 CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
NUMBER OF SHARES BENEFICIALLY OWNED 5 SOLE VOTING POWER
BY EACH REPORTING PERSON WITH
0
6 SHARED VOTING POWER
5,334,780 shares
7 SOLE DISPOSITIVE POWER
0
8 SHARED DISPOSITIVE POWER
5,334,780 shares
9 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
5,334,780 shares
10 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN
SHARES* |_|
11 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
14.8%
12 TYPE OF REPORTING PERSON*
PN
*SEE INSTRUCTIONS BEFORE FILLING OUT!
<PAGE>
CUSIP No. 69553J104 13G Page 7 of 46 Pages
1 NAME OF REPORTING PERSONS
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Morgan Stanley Capital Investors, L.P.
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) |_|
(b) |X|
3 SEC USE ONLY
4 CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
NUMBER OF SHARES BENEFICIALLY OWNED 5 SOLE VOTING POWER
BY EACH REPORTING PERSON WITH
0
6 SHARED VOTING POWER
172,569 shares
7 SOLE DISPOSITIVE POWER
0
8 SHARED DISPOSITIVE POWER
172,569 shares
9 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
172,569 shares
10 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN
SHARES* |_|
11 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
0.5%
12 TYPE OF REPORTING PERSON*
PN
*SEE INSTRUCTIONS BEFORE FILLING OUT!
<PAGE>
CUSIP No. 69553J104 13G Page 8 of 46 Pages
1 NAME OF REPORTING PERSONS
S.S. OR I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS
Morgan Stanley Capital Partners III, Inc.
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) |_|
(b) |_|
3 SEC USE ONLY
4 CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
NUMBER OF SHARES BENEFICIALLY OWNED 5 SOLE VOTING POWER
BY EACH REPORTING PERSON WITH
0
6 SHARED VOTING POWER
5,334,780 shares
7 SOLE DISPOSITIVE POWER
0
8 SHARED DISPOSITIVE POWER
5,334,780 shares
9 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
5,334,780 shares
10 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN
SHARES* |_|
11 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
14.8%
12 TYPE OF REPORTING PERSON*
CO
*SEE INSTRUCTIONS BEFORE FILLING OUT!
<PAGE>
CUSIP No. 69553J104 13G Page 9 of 46 Pages
1 NAME OF REPORTING PERSONS
S.S. OR I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS
MSCP III 892 Investors, L.P.
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) |_|
(b) |X|
3 SEC USE ONLY
4 CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
NUMBER OF SHARES BENEFICIALLY OWNED 5 SOLE VOTING POWER
BY EACH REPORTING PERSON WITH
0
6 SHARED VOTING POWER
89,539 shares
7 SOLE DISPOSITIVE POWER
0
8 SHARED DISPOSITIVE POWER
89,539 shares
9 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
89,539 shares
10 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN
SHARES* |_|
11 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
0.3%
12 TYPE OF REPORTING PERSON*
PN
*SEE INSTRUCTIONS BEFORE FILLING OUT!
<PAGE>
CUSIP No. 69553J104 13G Page 10 of 46 Pages
1 NAME OF REPORTING PERSONS
S.S. OR I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS
Morgan Stanley Venture Capital Fund II, L.P.
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) |_|
(b) |X|
3 SEC USE ONLY
4 CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
NUMBER OF SHARES BENEFICIALLY OWNED 5 SOLE VOTING POWER
BY EACH REPORTING PERSON WITH
0
6 SHARED VOTING POWER
372,662 shares
7 SOLE DISPOSITIVE POWER
0
8 SHARED DISPOSITIVE POWER
372,662 shares
9 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
372,662 shares
10 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN
SHARES* |_|
11 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
1.0%
12 TYPE OF REPORTING PERSON*
PN
*SEE INSTRUCTIONS BEFORE FILLING OUT!
<PAGE>
CUSIP No. 69553J104 13G Page 11 of 46 Pages
1 NAME OF REPORTING PERSONS
S.S. OR I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS
Morgan Stanley Venture Partners II, L.P.
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) |_|
(b) |_|
3 SEC USE ONLY
4 CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
NUMBER OF SHARES BENEFICIALLY OWNED 5 SOLE VOTING POWER
BY EACH REPORTING PERSON WITH
0
6 SHARED VOTING POWER
580,611 shares
7 SOLE DISPOSITIVE POWER
0
8 SHARED DISPOSITIVE POWER
580,611 shares
9 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
580,611 shares
10 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN
SHARES* |_|
11 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
1.6%
12 TYPE OF REPORTING PERSON*
PN
*SEE INSTRUCTIONS BEFORE FILLING OUT!
<PAGE>
CUSIP No. 69553J104 13G Page 12 of 46 Pages
1 NAME OF REPORTING PERSONS
S.S. OR I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS
Morgan Stanley Venture Capital II, Inc.
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) |_|
(b) |_|
3 SEC USE ONLY
4 CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
NUMBER OF SHARES BENEFICIALLY OWNED 5 SOLE VOTING POWER
BY EACH REPORTING PERSON WITH
0
6 SHARED VOTING POWER
580,611 shares
7 SOLE DISPOSITIVE POWER
0
8 SHARED DISPOSITIVE POWER
580,611 shares
9 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
580,611 shares
10 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN
SHARES* |_|
11 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
1.6%
12 TYPE OF REPORTING PERSON*
CO
*SEE INSTRUCTIONS BEFORE FILLING OUT!
<PAGE>
CUSIP No. 69553J104 13G Page 13 of 46 Pages
1 NAME OF REPORTING PERSONS
S.S. OR I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS
Morgan Stanley Venture Capital Fund, L.P.
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) |_|
(b) |X|
3 SEC USE ONLY
4 CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
NUMBER OF SHARES BENEFICIALLY OWNED 5 SOLE VOTING POWER
BY EACH REPORTING PERSON WITH
0
6 SHARED VOTING POWER
2,154,071 shares
7 SOLE DISPOSITIVE POWER
0
8 SHARED DISPOSITIVE POWER
2,154,071 shares
9 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
2,154,071 shares
10 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN
SHARES* |_|
11 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
6.0%
12 TYPE OF REPORTING PERSON*
PN
*SEE INSTRUCTIONS BEFORE FILLING OUT!
<PAGE>
CUSIP No. 69553J104 13G Page 14 of 46 Pages
1 NAME OF REPORTING PERSONS
S.S. OR I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS
Morgan Stanley Venture Capital Fund II, C.V.
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) |_|
(b) |X|
3 SEC USE ONLY
4 CITIZENSHIP OR PLACE OF ORGANIZATION
Netherlands Antilles
NUMBER OF SHARES BENEFICIALLY OWNED 5 SOLE VOTING POWER
BY EACH REPORTING PERSON WITH
0
6 SHARED VOTING POWER
100,826 shares
7 SOLE DISPOSITIVE POWER
0
8 SHARED DISPOSITIVE POWER
100,826 shares
9 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
100,826 shares
10 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN
SHARES* |_|
11 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
0.3%
12 TYPE OF REPORTING PERSON*
PN
*SEE INSTRUCTIONS BEFORE FILLING OUT!
<PAGE>
CUSIP No. 69553J104 13G Page 15 of 46 Pages
1 NAME OF REPORTING PERSONS
S.S. OR I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS
Morgan Stanley Venture Partners L.P.
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) |_|
(b) |_|
3 SEC USE ONLY
4 CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
NUMBER OF SHARES BENEFICIALLY OWNED 5 SOLE VOTING POWER
BY EACH REPORTING PERSON WITH
0
6 SHARED VOTING POWER
2,154,071 shares
7 SOLE DISPOSITIVE POWER
0
8 SHARED DISPOSITIVE POWER
2,154,071 shares
9 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
2,154,071 shares
10 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN
SHARES* |_|
11 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
6.0%
12 TYPE OF REPORTING PERSON*
PN
*SEE INSTRUCTIONS BEFORE FILLING OUT!
<PAGE>
CUSIP No. 69553J104 13G Page 16 of 46 Pages
1 NAME OF REPORTING PERSONS
S.S. OR I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS
Morgan Stanley Venture Investors, L.P.
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) |_|
(b) |X|
3 SEC USE ONLY
4 CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
NUMBER OF SHARES BENEFICIALLY OWNED 5 SOLE VOTING POWER
BY EACH REPORTING PERSON WITH
0
6 SHARED VOTING POWER
107,123 shares
7 SOLE DISPOSITIVE POWER
0
8 SHARED DISPOSITIVE POWER
107,123 shares
9 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
107,123 shares
10 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN
SHARES* |_|
11 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
0.3%
12 TYPE OF REPORTING PERSON*
PN
*SEE INSTRUCTIONS BEFORE FILLING OUT!
<PAGE>
CUSIP No. 69553J104 13G Page 17 of 46 Pages
1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Morgan Stanley Venture Capital Inc.
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) |_|
(b) |_|
3 SEC USE ONLY
4 CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
NUMBER OF SHARES BENEFICIALLY OWNED 5 SOLE VOTING POWER
BY EACH REPORTING PERSON WITH
0
6 SHARED VOTING POWER
2,154,071 shares
7 SOLE DISPOSITIVE POWER
0
8 SHARED DISPOSITIVE POWER
2,154,071 shares
9 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
2,154,071 shares
10 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN
SHARES* |_|
11 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
6.0%
12 TYPE OF REPORTING PERSON*
CO
*SEE INSTRUCTIONS BEFORE FILLING OUT!
<PAGE>
CUSIP No. 69553J104 13G Page 18 of 46 Pages
1 NAME OF REPORTING PERSONS
S.S. OR I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS
Accel Investors '89 L.P.
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) |_|
(b) |X|
3 SEC USE ONLY
4 CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
NUMBER OF SHARES BENEFICIALLY OWNED 5 SOLE VOTING POWER
BY EACH REPORTING PERSON WITH
0
6 SHARED VOTING POWER
91,500 shares
7 SOLE DISPOSITIVE POWER
0
8 SHARED DISPOSITIVE POWER
91,500 shares
9 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
91,500 shares
10 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN
SHARES* |_|
11 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
0.3%
12 TYPE OF REPORTING PERSON*
PN
*SEE INSTRUCTIONS BEFORE FILLING OUT!
<PAGE>
CUSIP No. 69553J104 13G Page 19 of 46 Pages
1 NAME OF REPORTING PERSONS
S.S. OR I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS
Accel III L.P.
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) |_|
(b) |X|
3 SEC USE ONLY
4 CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
NUMBER OF SHARES BENEFICIALLY OWNED 5 SOLE VOTING POWER
BY EACH REPORTING PERSON WITH
0
6 SHARED VOTING POWER
1,416,200 shares
7 SOLE DISPOSITIVE POWER
0
8 SHARED DISPOSITIVE POWER
1,416,200 shares
9 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,416,200 shares
10 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN
SHARES* |_|
11 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
3.9%
12 TYPE OF REPORTING PERSON*
PN
*SEE INSTRUCTIONS BEFORE FILLING OUT!
<PAGE>
CUSIP No. 69553J104 13G Page 20 of 46 Pages
1 NAME OF REPORTING PERSONS
S.S. OR I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS
Accel III Associates L.P.
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) |_|
(b) |_|
3 SEC USE ONLY
4 CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
NUMBER OF SHARES BENEFICIALLY OWNED 5 SOLE VOTING POWER
BY EACH REPORTING PERSON WITH
0
6 SHARED VOTING POWER
1,416,200 shares
7 SOLE DISPOSITIVE POWER
0
8 SHARED DISPOSITIVE POWER
1,416,200 shares
9 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,416,200 shares
10 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN
SHARES* |_|
11 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
3.9%
12 TYPE OF REPORTING PERSON*
PN
*SEE INSTRUCTIONS BEFORE FILLING OUT!
<PAGE>
CUSIP No. 69553J104 13G Page 21 of 46 Pages
1 NAME OF REPORTING PERSONS
S.S. OR I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS
Arthur C. Patterson
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) |_|
(b) |_|
3 SEC USE ONLY
4 CITIZENSHIP OR PLACE OF ORGANIZATION
United States of America
NUMBER OF SHARES BENEFICIALLY OWNED 5 SOLE VOTING POWER
BY EACH REPORTING PERSON WITH
0
6 SHARED VOTING POWER
1,546,206 shares
7 SOLE DISPOSITIVE POWER
0
8 SHARED DISPOSITIVE POWER
1,546,206 shares
9 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,546,206 shares
10 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN
SHARES* |_|
11 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
4.3%
12 TYPE OF REPORTING PERSON*
IN
*SEE INSTRUCTIONS BEFORE FILLING OUT!
<PAGE>
CUSIP No. 69553J104 13G Page 22 of 46 Pages
1 NAME OF REPORTING PERSONS
S.S. OR I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS
James R. Swartz
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) |_|
(b) |_|
3 SEC USE ONLY
4 CITIZENSHIP OR PLACE OF ORGANIZATION
United States of America
NUMBER OF SHARES BENEFICIALLY OWNED 5 SOLE VOTING POWER
BY EACH REPORTING PERSON WITH
0
6 SHARED VOTING POWER
1,546,206 shares
7 SOLE DISPOSITIVE POWER
0
8 SHARED DISPOSITIVE POWER
1,546,206 shares
9 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,546,206 shares
10 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN
SHARES* |_|
11 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
4.3%
12 TYPE OF REPORTING PERSON*
IN
*SEE INSTRUCTIONS BEFORE FILLING OUT!
<PAGE>
CUSIP No. 69553J104 13G Page 23 of 46 Pages
1 NAME OF REPORTING PERSONS
S.S. OR I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS
Swartz Family Partnership
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) |_|
(b) |_|
3 SEC USE ONLY
4 CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
NUMBER OF SHARES BENEFICIALLY OWNED 5 SOLE VOTING POWER
BY EACH REPORTING PERSON WITH
0
6 SHARED VOTING POWER
1,427,752 shares
7 SOLE DISPOSITIVE POWER
0
8 SHARED DISPOSITIVE POWER
1,427,752 shares
9 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,427,752 shares
10 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN
SHARES* |_|
11 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
4.0%
12 TYPE OF REPORTING PERSON*
PN
*SEE INSTRUCTIONS BEFORE FILLING OUT!
<PAGE>
CUSIP No. 69553J104 13G Page 24 of 46 Pages
1 NAME OF REPORTING PERSONS
S.S. OR I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS
Paul H. Klingenstein
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) |_|
(b) |_|
3 SEC USE ONLY
4 CITIZENSHIP OR PLACE OF ORGANIZATION
United States of America
NUMBER OF SHARES BENEFICIALLY OWNED 5 SOLE VOTING POWER
BY EACH REPORTING PERSON WITH
0
6 SHARED VOTING POWER
1,507,700 shares
7 SOLE DISPOSITIVE POWER
0
8 SHARED DISPOSITIVE POWER
1,507,700 shares
9 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,507,700 shares
10 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN
SHARES* |_|
11 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
4.2%
12 TYPE OF REPORTING PERSON*
IN
*SEE INSTRUCTIONS BEFORE FILLING OUT!
<PAGE>
CUSIP No. 69553J104 13G Page 25 of 46 Pages
1 NAME OF REPORTING PERSONS
S.S. OR I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS
James W. Breyer
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) |_|
(b) |_|
3 SEC USE ONLY
4 CITIZENSHIP OR PLACE OF ORGANIZATION
United States of America
NUMBER OF SHARES BENEFICIALLY OWNED 5 SOLE VOTING POWER
BY EACH REPORTING PERSON WITH
0
6 SHARED VOTING POWER
1,419,439 shares
7 SOLE DISPOSITIVE POWER
0
8 SHARED DISPOSITIVE POWER
1,419,439 shares
9 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,419,439 shares
10 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN
SHARES* |_|
11 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
3.9%
12 TYPE OF REPORTING PERSON*
IN
*SEE INSTRUCTIONS BEFORE FILLING OUT!
<PAGE>
CUSIP No. 69553J104 13G Page 26 of 46 Pages
1 NAME OF REPORTING PERSONS
S.S. OR I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS
G. Carter Sednaoui
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) |_|
(b) |_|
3 SEC USE ONLY
4 CITIZENSHIP OR PLACE OF ORGANIZATION
United States of America
NUMBER OF SHARES BENEFICIALLY OWNED 5 SOLE VOTING POWER
BY EACH REPORTING PERSON WITH
0
6 SHARED VOTING POWER
1,416,200 shares
7 SOLE DISPOSITIVE POWER
0
8 SHARED DISPOSITIVE POWER
1,416,200 shares
9 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,416,200 shares
10 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN
SHARES* |_|
11 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
3.9%
12 TYPE OF REPORTING PERSON*
IN
*SEE INSTRUCTIONS BEFORE FILLING OUT!
<PAGE>
CUSIP No. 69553J104 13G Page 27 of 46 Pages
1 NAME OF REPORTING PERSONS
S.S. OR I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS
Conjunto Administrativo Integral, S.A. de C.V.
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) |_|
(b) |X|
3 SEC USE ONLY
4 CITIZENSHIP OR PLACE OF ORGANIZATION
United Mexican States
NUMBER OF SHARES BENEFICIALLY OWNED 5 SOLE VOTING POWER
BY EACH REPORTING PERSON WITH
0
6 SHARED VOTING POWER
1,285,715 shares
7 SOLE DISPOSITIVE POWER
0
8 SHARED DISPOSITIVE POWER
1,285,715 shares
9 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,285,715 shares
10 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN
SHARES* |_|
11 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
3.6%
12 TYPE OF REPORTING PERSON*
CO
*SEE INSTRUCTIONS BEFORE FILLING OUT!
<PAGE>
CUSIP No. 69553J104 13G Page 28 of 46 Pages
1 NAME OF REPORTING PERSONS
S.S. OR I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS
Savia, S.A. DE C.V.
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) |_|
(b) |X|
3 SEC USE ONLY
4 CITIZENSHIP OR PLACE OF ORGANIZATION
United Mexican States
NUMBER OF SHARES BENEFICIALLY OWNED 5 SOLE VOTING POWER
BY EACH REPORTING PERSON WITH
0
6 SHARED VOTING POWER
857,142 shares
7 SOLE DISPOSITIVE POWER
0
8 SHARED DISPOSITIVE POWER
857,142 shares
9 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
857,142 shares
10 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN
SHARES* |_|
11 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
2.4%
12 TYPE OF REPORTING PERSON*
CO
*SEE INSTRUCTIONS BEFORE FILLING OUT!
<PAGE>
CUSIP No. 69553J104 13G Page 29 of 46 Pages
1 NAME OF REPORTING PERSONS
S.S. OR I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS
Alfonso Romo Garza
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) |_|
(b) |_|
3 SEC USE ONLY
4 CITIZENSHIP OR PLACE OF ORGANIZATION
United Mexican States
NUMBER OF SHARES BENEFICIALLY OWNED 5 SOLE VOTING POWER
BY EACH REPORTING PERSON WITH
0
6 SHARED VOTING POWER
2,142,857 shares
7 SOLE DISPOSITIVE POWER
0
8 SHARED DISPOSITIVE POWER
2,142,857 shares
9 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
2,142,857 shares
10 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN
SHARES* |_|
11 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
6.0%
12 TYPE OF REPORTING PERSON*
IN
*SEE INSTRUCTIONS BEFORE FILLING OUT!
<PAGE>
CUSIP No. 69553J104 13G Page 30 of 46 Pages
1 NAME OF REPORTING PERSONS
S.S. OR I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS
TD Capital Group Ltd.
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) |_|
(b) |_|
3 SEC USE ONLY
4 CITIZENSHIP OR PLACE OF ORGANIZATION
Canada
NUMBER OF SHARES BENEFICIALLY OWNED 5 SOLE VOTING POWER
BY EACH REPORTING PERSON WITH
0
6 SHARED VOTING POWER
408,164 shares
7 SOLE DISPOSITIVE POWER
0
8 SHARED DISPOSITIVE POWER
408,164 shares
9 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
408,164 shares
10 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN
SHARES* |_|
11 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
1.1%
12 TYPE OF REPORTING PERSON*
CO
*SEE INSTRUCTIONS BEFORE FILLING OUT!
<PAGE>
CUSIP No. 69553J104 13G Page 31 of 46 Pages
1 NAME OF REPORTING PERSONS
S.S. OR I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS
The Toronto-Dominion Bank
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) |_|
(b) |_|
3 SEC USE ONLY
4 CITIZENSHIP OR PLACE OF ORGANIZATION
Canada
NUMBER OF SHARES BENEFICIALLY OWNED 5 SOLE VOTING POWER
BY EACH REPORTING PERSON WITH
0
6 SHARED VOTING POWER
408,164 shares
7 SOLE DISPOSITIVE POWER
0
8 SHARED DISPOSITIVE POWER
408,164 shares
9 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
408,164 shares
10 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN
SHARES* |_|
11 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
1.1%
12 TYPE OF REPORTING PERSON*
CO
*SEE INSTRUCTIONS BEFORE FILLING OUT!
<PAGE>
CUSIP No. 69553J104 13G Page 32 of 46 Pages
1 NAME OF REPORTING PERSONS
S.S. OR I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS
Ellmore C. Patterson
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) |_|
(b) |X|
3 SEC USE ONLY
4 CITIZENSHIP OR PLACE OF ORGANIZATION
United States of America
NUMBER OF SHARES BENEFICIALLY OWNED 5 SOLE VOTING POWER
BY EACH REPORTING PERSON WITH
0
6 SHARED VOTING POWER
7,142 shares
7 SOLE DISPOSITIVE POWER
0
8 SHARED DISPOSITIVE POWER
7,142 shares
9 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
7,142 shares
10 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN
SHARES* |_|
11 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
0.02%
12 TYPE OF REPORTING PERSON*
IN
*SEE INSTRUCTIONS BEFORE FILLING OUT!
<PAGE>
CUSIP No. 69553J104 13G Page 33 of 46 Pages
1 NAME OF REPORTING PERSONS
S.S. OR I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS
Anne H. Patterson
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) |_|
(b) |X|
3 SEC USE ONLY
4 CITIZENSHIP OR PLACE OF ORGANIZATION
United States of America
NUMBER OF SHARES BENEFICIALLY OWNED 5 SOLE VOTING POWER
BY EACH REPORTING PERSON WITH
0
6 SHARED VOTING POWER
5,714 shares
7 SOLE DISPOSITIVE POWER
0
8 SHARED DISPOSITIVE POWER
5,714 shares
9 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
5,714 shares
10 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN
SHARES* |_|
11 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
0.02%
12 TYPE OF REPORTING PERSON*
IN
*SEE INSTRUCTIONS BEFORE FILLING OUT!
<PAGE>
CUSIP No. 69553J104 13G Page 34 of 46 Pages
1 NAME OF REPORTING PERSONS
S.S. OR I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS
Brandywine Trust Company, et al., Trustees U/A 5/4/56 FBO
Jane C. Beck
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) |_|
(b) |X|
3 SEC USE ONLY
4 CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
NUMBER OF SHARES BENEFICIALLY OWNED 5 SOLE VOTING POWER
BY EACH REPORTING PERSON WITH
0
6 SHARED VOTING POWER
4,714 shares
7 SOLE DISPOSITIVE POWER
0
8 SHARED DISPOSITIVE POWER
4,714 shares
9 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
4,714 shares
10 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN
SHARES* |_|
11 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
0.01%
12 TYPE OF REPORTING PERSON*
OO
*SEE INSTRUCTIONS BEFORE FILLING OUT!
<PAGE>
CUSIP No. 69553J104 13G Page 35 of 46 Pages
1 NAME OF REPORTING PERSONS
S.S. OR I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS
Brandywine Trust Company, Trustee U/A 2/10/56 FBO Michael
E. Patterson
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) |_|
(b) |X|
3 SEC USE ONLY
4 CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
NUMBER OF SHARES BENEFICIALLY OWNED 5 SOLE VOTING POWER
BY EACH REPORTING PERSON WITH
0
6 SHARED VOTING POWER
1,428 shares
7 SOLE DISPOSITIVE POWER
0
8 SHARED DISPOSITIVE POWER
1,428 shares
9 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,428 shares
10 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN
SHARES* |_|
11 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
0.004%
12 TYPE OF REPORTING PERSON*
OO
*SEE INSTRUCTIONS BEFORE FILLING OUT!
<PAGE>
CUSIP No. 69553J104 13G Page 36 of 46 Pages
1 NAME OF REPORTING PERSONS
S.S. OR I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS
Brandywine Trust Company, Trustee U/A 2/10/56 FBO Robert
E. Patterson
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) |_|
(b) |X|
3 SEC USE ONLY
4 CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
NUMBER OF SHARES BENEFICIALLY OWNED 5 SOLE VOTING POWER
BY EACH REPORTING PERSON WITH
0
6 SHARED VOTING POWER
2,715 shares
7 SOLE DISPOSITIVE POWER
0
8 SHARED DISPOSITIVE POWER
2,715 shares
9 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
2,715 shares
10 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN
SHARES* |_|
11 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
0.008%
12 TYPE OF REPORTING PERSON*
OO
*SEE INSTRUCTIONS BEFORE FILLING OUT!
<PAGE>
CUSIP No. 69553J104 13G Page 37 of 46 Pages
1 NAME OF REPORTING PERSONS
S.S. OR I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS
Brandywine Trust Company, Trustee U/A 2/10/56 FBO
David C. Patterson
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) |_|
(b) |X|
3 SEC USE ONLY
4 CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
NUMBER OF SHARES BENEFICIALLY OWNED 5 SOLE VOTING POWER
BY EACH REPORTING PERSON WITH
0
6 SHARED VOTING POWER
1,428 shares
7 SOLE DISPOSITIVE POWER
0
8 SHARED DISPOSITIVE POWER
1,428 shares
9 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,428 shares
10 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN
SHARES* |_|
11 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
0.004%
12 TYPE OF REPORTING PERSON*
OO
*SEE INSTRUCTIONS BEFORE FILLING OUT!
<PAGE>
CUSIP No. 69553J104 13G Page 38 of 46 Pages
1 NAME OF REPORTING PERSONS
S.S. OR I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS
Brandywine Trust Company, Trustee U/A 2/10/56 FBO Thomas
H.C. Patterson
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) |_|
(b) |X|
3 SEC USE ONLY
4 CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
NUMBER OF SHARES BENEFICIALLY OWNED 5 SOLE VOTING POWER
BY EACH REPORTING PERSON WITH
0
6 SHARED VOTING POWER
1,428 shares
7 SOLE DISPOSITIVE POWER
0
8 SHARED DISPOSITIVE POWER
1,428 shares
9 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,428 shares
10 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN
SHARES* |_|
11 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
0.004%
12 TYPE OF REPORTING PERSON*
OO
*SEE INSTRUCTIONS BEFORE FILLING OUT!
<PAGE>
CUSIP No. 69553J104 13G Page 39 of 46 Pages
1 NAME OF REPORTING PERSONS
S.S. OR I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS
Brandywine Trust Company, Trustee U/A 12/15/95 FBO Eloise C.
Patterson
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) |_|
(b) |X|
3 SEC USE ONLY
4 CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
NUMBER OF SHARES BENEFICIALLY OWNED 5 SOLE VOTING POWER
BY EACH REPORTING PERSON WITH
0
6 SHARED VOTING POWER
429 shares
7 SOLE DISPOSITIVE POWER
0
8 SHARED DISPOSITIVE POWER
429 shares
9 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
429 shares
10 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES
CERTAIN SHARES* |_|
11 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
0.001%
12 TYPE OF REPORTING PERSON*
OO
*SEE INSTRUCTIONS BEFORE FILLING OUT!
<PAGE>
CUSIP No. 69553J104 13G Page 40 of 46 Pages
1 NAME OF REPORTING PERSONS
S.S. OR I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS
Brandywine Trust Company, Trustee U/A 12/15/95 FBO David G.
Patterson
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) |_|
(b) |X|
3 SEC USE ONLY
4 CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
NUMBER OF SHARES BENEFICIALLY OWNED 5 SOLE VOTING POWER
BY EACH REPORTING PERSON WITH
0
6 SHARED VOTING POWER
429 shares
7 SOLE DISPOSITIVE POWER
0
8 SHARED DISPOSITIVE POWER
429 shares
9 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
429 shares
10 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN
SHARES* |_|
11 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
0.001%
12 TYPE OF REPORTING PERSON*
OO
*SEE INSTRUCTIONS BEFORE FILLING OUT!
<PAGE>
CUSIP No. 69553J104 13G Page 41 of 46 Pages
1 NAME OF REPORTING PERSONS
S.S. OR I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS
Brandywine Trust Company, Trustee U/A 12/15/95 FBO
Daphne D. Patterson
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) |_|
(b) |X|
3 SEC USE ONLY
4 CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
NUMBER OF SHARES BENEFICIALLY OWNED 5 SOLE VOTING POWER
BY EACH REPORTING PERSON WITH
0
6 SHARED VOTING POWER
429 shares
7 SOLE DISPOSITIVE POWER
0
8 SHARED DISPOSITIVE POWER
429 shares
9 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
429 shares
10 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN
SHARES* |_|
11 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
0.001%
12 TYPE OF REPORTING PERSON*
OO
*SEE INSTRUCTIONS BEFORE FILLING OUT!
<PAGE>
CUSIP No. 69553J104 13G Page 42 of 46 Pages
1 NAME OF REPORTING PERSONS
S.S. OR I.R.S. IDENTIFICATION NOS. OF ABOVE PERSON
Michael E. Patterson & Elena C. Patterson, Trustees U/A 9/6/90
FBO Anne H. Patterson
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) |_|
(b) |X|
3 SEC USE ONLY
4 CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
NUMBER OF SHARES BENEFICIALLY OWNED 5 SOLE VOTING POWER
BY EACH REPORTING PERSON WITH
0
6 SHARED VOTING POWER
429 shares
7 SOLE DISPOSITIVE POWER
0
8 SHARED DISPOSITIVE POWER
429 shares
9 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
429 shares
10 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN
SHARES* |_|
11 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
0.001%
12 TYPE OF REPORTING PERSON*
OO
*SEE INSTRUCTIONS BEFORE FILLING OUT!
<PAGE>
CUSIP No. 69553J104 13G Page 43 of 46 Pages
1 NAME OF REPORTING PERSONS
S.S. OR I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS
Michael E. Patterson & Elena C. Patterson, Trustees U/A 9/6/90
FBO Elena A. Patterson
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) |_|
(b) |X|
3 SEC USE ONLY
4 CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
NUMBER OF SHARES BENEFICIALLY OWNED 5 SOLE VOTING POWER
BY EACH REPORTING PERSON WITH
0
6 SHARED VOTING POWER
429 shares
7 SOLE DISPOSITIVE POWER
0
8 SHARED DISPOSITIVE POWER
429 shares
9 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
429 shares
10 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN
SHARES* |_|
11 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
0.001%
12 TYPE OF REPORTING PERSON*
OO
*SEE INSTRUCTIONS BEFORE FILLING OUT!
<PAGE>
CUSIP No. 69553J104 13G Page 44 of 46 Pages
1 NAME OF REPORTING PERSONS
S.S. OR I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS
Michael E. Patterson & Elena C. Patterson,
Trustees U/A 3/12/92 FBO Michael E. Patterson, Jr.
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) |_|
(b) |X|
3 SEC USE ONLY
4 CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
NUMBER OF SHARES BENEFICIALLY OWNED BY 5 SOLE VOTING POWER
EACH REPORTING PERSON WITH
0
6 SHARED VOTING POWER
429 shares
7 SOLE DISPOSITIVE POWER
0
8 SHARED DISPOSITIVE POWER
429 shares
9 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
429 shares
10 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN
SHARES* |_|
11 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
0.001%
12 TYPE OF REPORTING PERSON*
OO
*SEE INSTRUCTIONS BEFORE FILLING OUT!
<PAGE>
CUSIP No. 69553J104 13G Page 45 of 46 Pages
1 NAME OF REPORTING PERSONS
S.S. OR I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS
Kaplan, Choate Management Inc.
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) |_|
(b) |_|
3 SEC USE ONLY
4 CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
NUMBER OF SHARES BENEFICIALLY OWNED 5 SOLE VOTING POWER
BY EACH REPORTING PERSON WITH
0
6 SHARED VOTING POWER
27,143 shares
7 SOLE DISPOSITIVE POWER
0
8 SHARED DISPOSITIVE POWER
27,143 shares
9 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
27,143 shares
10 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN
SHARES* |_|
11 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
0.08%
12 TYPE OF REPORTING PERSON*
CO
*SEE INSTRUCTIONS BEFORE FILLING OUT!
<PAGE>
CUSIP No. 69553J104 13G Page 46 of 46 Pages
1 NAME OF REPORTING PERSONS
S.S. OR I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS
John D. Beletic
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) |_|
(b) |X|
3 SEC USE ONLY
4 CITIZENSHIP OR PLACE OF ORGANIZATION
United States of America
NUMBER OF SHARES BENEFICIALLY OWNED 5 SOLE VOTING POWER
BY EACH REPORTING PERSON WITH
0 shares
6 SHARED VOTING POWER
870,371 shares
7 SOLE DISPOSITIVE POWER
0 shares
8 SHARED DISPOSITIVE POWER
870,371 shares
9 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
870,371 shares
10 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN
SHARES* |_|
11 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
2.4%
12 TYPE OF REPORTING PERSON*
IN
*SEE INSTRUCTIONS BEFORE FILLING OUT!
<PAGE>
Item 1(a). Name of Issuer.
Weblink Wireless, Inc. (the "Company")
Item 1(b). Address of Issuer's Principal Executive Offices.
3333 Lee Parkway
Suite 100
Dallas TX 75219
Item 2(a). Name of Person Filing.
This statement is filed on behalf of the persons identified in Item 4 and
Item 5 below. In accordance with Rule 13d-1(f)(1) under the Securities Exchange
Act of 1934, as amended (the "Exchange Act"), each person filing this statement
acknowledges that it is responsible for the completeness and accuracy of the
information concerning that person but is not responsible for the completeness
or accuracy of the information concerning the other persons making the filing,
unless such person knows or has reason to believe that such information is
inaccurate.
Item 2(b). Address of Principal Business Office or, if None, Residence.
The business address for Morgan Stanley Dean Witter & Co. is 1585
Broadway, New York, NY 10036. The business address of each of The Morgan
Stanley Leveraged Equity Fund II, L.P. ("MSLEF II"), Morgan Stanley
Leveraged Equity Fund II, Inc., Morgan Stanley Capital Partners III, L.P.,
MSCP III, L.P., Morgan Stanley Capital Partners III, Inc., Morgan Stanley
Capital Investors, L.P., MSCP III 892 Investors, L.P., Morgan Stanley
Venture Capital Fund II, L.P., Morgan Stanley Venture Partners II, L.P.,
Morgan Stanley Venture Capital II, Inc., Morgan Stanley Venture Capital
Fund, L.P., Morgan Stanley Venture Partners L.P., Morgan Stanley Venture
Capital Inc., Morgan Stanley Venture Capital Fund II, C.V. and Morgan
Stanley Venture Investors L.P. is 1221 Avenue of the Americas, New York,
New York 10020-001.
The business address of each of Accel Investors '89 L.P., Accel III L.P.,
Accel III Associates L.P., Swartz Family Partnership, L.P., Messrs. Arthur C.
Patterson, James R. Swartz, Paul H. Klingenstein, James W. Breyer and G.
Carter Sednaoui is One Palmer Square, Princeton, NJ 08542.
The business address for Savia, S.A. de C.V. is Batallon de San Patricio
No. 111, 4 Piso, Colonia Valle Oriente, San Pedro Garza Garcia, N.L.
66269, Mexico.
The business address for each of Conjunto Administrativo Integral, S.A. de
C.V. and Alfonso Romo Garza is Avenida Roble 300, Despacho 506, Colonia Vale
del Campestre, San Pedro Garza Garcia, N.L. 66265, Mexico.
The business address for each of The Toronto-Dominion Bank and TD
Capital Group Ltd. is 8th Floor Toronto-Dominion Tower, Toronto Dominion
Bank, Toronto, Ontario, M5K 1A2, Canada.
The business address of each of Ellmore C. Patterson, Anne H. Patterson,
Brandywine Trust Company, et. al, Trustees U/A 5/4/56 FBO Jane C. Beck,
Brandywine Trust Company, Trustee U/A 2/10/56 FBO Michael E. Patterson,
Brandywine Trust Company, Trustee U/A 2/10/56 FBO Robert E. Patterson,
Brandywine Trust Company, Trustee U/A 2/10/56 David C. Patterson, Brandywine
Trust Company, Trustee U/A 2/10/56 FBO Thomas H.C. Patterson, Brandywine Trust
Company, Trustee U/A 12/15/95 FBO Eloise C. Patterson, Brandywine Trust Company,
Trustee U/A 12/15/95 FBO David G. Patterson, Brandywine Trust Company, Trustee
U/A 12/15/95 FBO Daphne D. Patterson, Michael E. Patterson & Elena C. Patterson,
Trustees U/A 9/6/90 FBO Anne H. Patterson, Michael E. Patterson & Elena C.
Patterson, Trustees U/A 9/6/90 FBO Elena A. Patterson, Michael E. Patterson &
Elena C. Patterson, Trustees U/A 3/12/92 FBO Michael E. Patterson, Jr., Cesary
Pasiuk and Kaplan, Choate Management Inc. is c/o Kaplan Choate & Co., 880 Third
Avenue, New York, NY 10022.
The business address of John D. Beletic, is 3333 Lee Parkway, Suite
100, Dallas, Texas 75219.
Item 2(c). Citizenship.
Each of the persons filing this statement is a United States citizen, a
corporation or limited partnership organized under the laws of a state of the
United States or a trust created or governed under the laws of a state of the
United States, except as noted below.
Morgan Stanley Venture Capital Fund II, C.V. is a commanditaire
venootschaap (i.e. a limited partnership) organized under the laws of
Netherlands Antilles.
Each of The Toronto-Dominion Bank and TD Capital Group Ltd. is a
corporation organized under the Canadian laws. Savia, S.A. de C.V., and
Conjunto Administrativo Integral, S.A. de C.V. are incorporated under the laws
of the United Mexican States. The citizenship of Mr. Alfonso Romo Garza is
United Mexican States.
Item 2(d). Title of Class of Securities.
This statement relates to the Company's Class A Convertible Common Stock,
par value $0.0001 per share (the "Class A Common Stock").
Item 2(e). CUSIP Number.
69553J104
Item 3. If this statement is filed pursuant to Rule 13d-1(b), or 13d-2(b), check
whether the person filing is a:
(a) |_| Broker or dealer registered under Section 15 of the Act,
(b) |_| Bank as defined in Section 3(a)(6) of the Exhange Act,
(c) |_| Insurance Company as defined in Section 3(a)(19) of the Act,
(d) |_| Investment Company registered under Section 8 of the
Investment Company Act;
(e) |_| Investment Adviser in accordance with Rule
13d-1(b)(1)(ii)(E);
(f) |_| Employee Benefit Plan, or Endowment Fund in accordance
with Rule 13d-1(b)(1)(ii)(F);
(g) |_| Parent Holding Company or control person, in accordance with
Section 240.13d-1(b)(1)(ii)(G);
(h) |_| A savings association as defined in Section 3(b) of the
Federal Deposit Insurance Act;
(i) |_| A church plan that is excluded from the definition of an
investment company under Section 3(c)(14) of the
Investment Company Act;
(j) |_| Group, in accordance with Rule 13d-1(b)(1)(ii)(J);
If this statement is filed pursuant to Rule 13d-1(c), check this box. |_|
Item 4. Ownership.
(a), (b) and (c)
Certain stockholders of the Company and the Company are parties to the
Amended and Restated Agreement Among Certain Stockholders dated as of May 10,
1996 (the "Stockholders Agreement"). Certain of the parties to the Stockholders
Agreement and certain of their affiliates are filing this Schedule 13G jointly.
Some of the shares of the Company's Class A Common Stock covered by this
statement are subject to the Stockholders Agreement, which contains provisions
regarding, among other things, restrictions on voting of the Company's Class A
Common Stock and certain agreements as to sales or other dispositions of Class A
Common Stock.
The filing of this statement should not be construed as an admission by any
person that such person is, for purposes of Section 13(d) or 13(g) of the
Exchange Act, the beneficial owner of any securities covered by this statement,
other than the securities set forth opposite such person's name in the table
below. The table below indicates beneficial ownership of Class A Common Stock as
of December 31, 1999:
Beneficial
Ownership
at 12/31/99 % at
(shares) 12/31/99(1)
-------- -----------
The Morgan Stanley Leveraged Equity Fund II, L.P. ...... 8,476,518 23.5
Morgan Stanley Leveraged Equity Fund II, Inc.(2) ....... 8,476,518 23.5
Morgan Stanley Dean Witter & Co.(3) ....................16,806,876 46.7
Morgan Stanley Capital Partners III, L.P. .............. 5,072,672 14.1
MSCP III, L.P.(2) ...................................... 5,334,780 14.8
Morgan Stanley Capital Partners III, Inc.(2) ........... 5,334,780 14.8
Morgan Stanley Capital Investors, L.P. ................. 172,569 0.5
MSCP III 892 Investors, L.P. ........................... 89,539 0.3
Morgan Stanley Venture Capital Fund II, L.P. ........... 372,662 1.0
Morgan Stanley Venture Partners II L.P.(2) ............. 580,611 1.6
Morgan Stanley Venture Capital II, Inc.(2) ............. 580,611 1.6
Morgan Stanley Venture Capital Fund, L.P. .............. 2,154,071 6.0
Morgan Stanley Venture Partners L.P.(2) ................ 2,154,071 6.0
Morgan Stanley Venture Capital Inc.(2) ................. 2,154,071 6.0
Morgan Stanley Venture Capital Fund II, C.V. ........... 100,826 0.3
Morgan Stanley Venture Investors, L.P. ................. 107,123 0.3
Accel Investors '89 L.P. ............................... 91,500 0.3
Accel III L.P. ......................................... 1,416,200 3.9
Accel III Associates L.P.(4) ........................... 1,416,200 3.9
Arthur C. Patterson(4) ................................. 1,546,206 4.3
James R. Swartz(4) ..................................... 1,546,206 4.3
Swartz Family Partnership(4) ........................... 1,427,752 4.0
Paul H. Klingenstein(4) ................................ 1,507,700 4.2
James W. Breyer(4) ..................................... 1,419,439 3.9
G. Carter Sednaoui(4) .................................. 1,416,200 3.9
Conjunto Administrativo Integral, S.A. de C.V.(5)....... 1,285,715 3.6
Savia, S.A. de C.V.(5) ................................. 857,142 2.4
Alfonso Romo Garza(5) .................................. 2,142,857 6.0
TD Capital Group Ltd. .................................. 408,164 1.1
The Toronto-Dominion Bank(6) ........................... 408,164 1.1
Ellmore C. Patterson ................................... 7,142 0.02
Anne H. Patterson ...................................... 5,714 0.02
Brandywine Trust Company, et. al, Trustees
u/a 5/4/56 FBO Jane C. Beck ......................... 4,714 0.01
Brandywine Trust Company, Trustee u/a 2/10/56
FBO Michael E. Patterson ............................ 1,428 0.004
Brandywine Trust Company, Trustee u/a 2/10/56
FBO Robert E. Patterson ............................. 2,715 0.008
Brandywine Trust Company, Trustee u/a 2/10/56
FBO David C. Patterson .............................. 1,428 0.004
Brandywine Trust Company, Trustee u/a 2/10/56
FBO Thomas H.C. Patterson ........................... 1,428 0.004
Brandywine Trust Company, Trustee u/a 12/15/95
FBO Eloise C. Patterson ............................. 429 0.001
Brandywine Trust Company, Trustee u/a 12/15/95
FBO David G. Patterson .............................. 429 0.001
Brandywine Trust Company, Trustee u/a 12/15/95
FBO Daphne D. Patterson ............................. 429 0.001
Michael E. Patterson & Elena C. Patterson,
Trustees u/a 9/6/90 FBO Anne H. Patterson ........... 429 0.001
Michael E. Patterson & Elena C. Patterson,
Trustees u/a 9/6/90 FBO Elena A. Patterson .......... 429 0.001
Michael E. Patterson & Elena C. Patterson,
Trustees u/a 3/12/92 FBO Michael E. Patterson, Jr. .. 429 0.001
Kaplan, Choate Management Inc.(7) ..................... 27,143 0.08
John D. Beletic ........................................ 870,371 2.4
(1) Based on 36,009,082 shares of Class A Common Stock outstanding as of
December 31, 1999 as reported to the Reporting Parties herein by the
Company.
(2) The sole general partner of MSLEF II is Morgan Stanley Leveraged Equity
Fund II, Inc., a wholly-owned subsidiary of Morgan Stanley Dean Witter
& Co. ("MSDW"). The general partner of each of Morgan Stanley
Capital Partners III, L.P., Morgan Stanley Capital Investors, L.P. and
MSCP III 892 Investors, L.P. is MSCP III, L.P. The general partner of
MSCP III, L.P. is Morgan Stanley Capital Partners III, Inc., also a
wholly-owned subsidiary of MSDW.
The general partner of each of Morgan Stanley Venture Capital Fund II,
L.P., Morgan Stanley Venture Capital Fund II, C.V. and Morgan Stanley
Venture Investors, L.P. is Morgan Stanley Venture Partners II, L.P. The
managing general partner of Morgan Stanley Venture Partners II, L.P. is
Morgan Stanley Venture Capital II, Inc., a wholly-owned subsidiary of
MSDW.
The general partner of Morgan Stanley Venture Capital Fund, L.P. is Morgan
Stanley Venture Partners, L.P. The managing general partner of Morgan
Stanley Venture Capital Fund, L.P. is Morgan Stanley Venture Capital Inc.,
a wholly-owned subsidiary of MSDW.
(3) Includes shares of Class A Common Stock beneficially owned by The Morgan
Stanley Leveraged Equity Fund II, L.P., Morgan Stanley Capital Partners
III, L.P., Morgan Stanley Capital Investors, L.P., MSCP III 892 Investors,
L.P., Morgan Stanley Venture Capital Fund II, L.P., Morgan Stanley Venture
Capital Fund, L.P., Morgan Stanley Venture Capital Fund II, C.V., Morgan
Stanley Venture Investors, L.P. (all such shares are subject to the
Stockholders Agreement) and Morgan Stanley & Co. Incorporated (which shares
are not subject to the Stockholders Agreement). MSDW may be deemed to have
shared voting and dispositive power with respect to any shares of Class A
Common Stock beneficially held by each of the entities listed in the
preceding sentence.
(4) The general partner of Accel III L.P. is Accel III Associates L.P.
The general partners of Accel III Associates L.P. are Messrs. Arthur C.
Patterson, James R. Swartz, James W. Breyer, Paul H. Klingenstein, G.
Carter Sednaoui and Swartz Family Partnership L.P. The general partners of
Accel Investors '89 L.P. are Messrs. Arthur C. Patterson, James R. Swartz
and Paul H. Klingenstein.
(5) Mr. Alfonso Romo Garza is the controlling shareholder of each of
Savia, S.A. de C.V., and Conjunto Administrativo
Integral, S.A. de C.V.
(6) TD Capital Group Ltd. is wholly owned by The Toronto-Dominion Bank.
(7) Kaplan, Choate Management Inc. serves as the investment manager for each of
Ellmore C. Patterson, Anne H. Patterson, Brandywine Trust Company, et. al,
Trustees U/A 5/4/56 FBO Jane C. Beck, Brandywine Trust Company, Trustee U/A
2/10/56 FBO Michael E. Patterson, Brandywine Trust Company, Trustee U/A
2/10/56 FBO Robert E. Patterson, Brandywine Trust Company, Trustee U/A
2/10/56 FBO David C. Patterson, Brandywine Trust Company, Trustee U/A
2/10/56 FBO Thomas H.C. Patterson, Brandywine Trust Company, Trustee U/A
12/15/95 FBO Eloise C. Patterson, Brandywine Trust Company, Trustee U/A
12/15/95 FBO David G. Patterson, Brandywine Trust Company, Trustee U/A
12/15/95 FBO Daphne D. Patterson, Michael E. Patterson & Elena C.
Patterson, Trustees U/A 9/6/90 FBO Anne H. Patterson, Michael E. Patterson
& Elena C. Patterson, Trustees U/A 9/6/90 FBO Elena A. Patterson, and
Michael E. Patterson & Elena C. Patterson, Trustees U/A 3/12/92 FBO Michael
E. Patterson, Jr. Beneficial ownership by Kaplan, Choate Management Inc. is
disclaimed.
Item 5. Ownership of Five Percent or Less of a Class.
If this statement is being filed to report the fact that as of the date hereof
the reporting person has ceased to be the beneficial owner of more than five
percent of the class of securities, check the following. | |
Item 6. Ownership of More than Five Percent on Behalf of Another Person.
Not applicable.
Item 7. Identification and Classification of the Subsidiary Which Acquired
the Security Being Reported on by the Parent Holding Company.
Not applicable.
Item 8. Identification and Classification of Members of the Group.
See Exhibit 1.
Item 9. Notice of Dissolution of Group.
See Item 5.
Item 10. Certification.
Not applicable.
<PAGE>
SIGNATURES
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.
Date: February 11, 2000
MORGAN STANLEY DEAN WITTER & CO.
THE MORGAN STANLEY LEVERAGED EQUITY FUND II,
L.P.
MORGAN STANLEY LEVERAGED EQUITY FUND II, INC.
MORGAN STANLEY CAPITAL PARTNERS III, L.P.
MSCP III, L.P.
MORGAN STANLEY CAPITAL PARTNERS III, INC.
MORGAN STANLEY CAPITAL INVESTORS, L.P.
MSCP III 892 INVESTORS, L.P.
MORGAN STANLEY VENTURE CAPITAL FUND II, L.P.
MORGAN STANLEY VENTURE PARTNERS II, L.P.
MORGAN STANLEY VENTURE CAPITAL II, INC.
MORGAN STANLEY VENTURE CAPITAL FUND, L.P.
MORGAN STANLEY VENTURE PARTNERS L.P.
MORGAN STANLEY VENTURE CAPITAL INC.
MORGAN STANLEY VENTURE CAPITAL FUND II, C.V.
MORGAN STANLEY VENTURE INVESTORS, L.P.
ACCEL INVESTORS '89 L.P.
ACCEL III L.P.
ACCEL III ASSOCIATES L.P.
ARTHUR C. PATTERSON
JAMES R. SWARTZ
SWARTZ FAMILY PARTNERSHIP
PAUL H. KLINGENSTEIN
JAMES W. BREYER
G. CARTER SEDNAOUI
CONJUNTO ADMINISTRATIVO INTEGRAL, S.A. DE C.V.
SAVIA, S.A. DE C.V.
ALFONSO ROMO GARZA
TD CAPITAL GROUP LTD.
THE TORONTO-DOMINION BANK
ELLMORE C. PATTERSON
ANNE H. PATTERSON
BRANDYWINE TRUST COMPANY, ET. AL,
TRUSTEES U/A 5/4/56 FBO JANE C. BECK
BRANDYWINE TRUST COMPANY, TRUSTEE U/A
2/10/56 FBO MICHAEL E. PATTERSON
BRANDYWINE TRUST COMPANY, TRUSTEE U/A
2/10/56 FBO ROBERT E. PATTERSON
BRANDYWINE TRUST COMPANY, TRUSTEE U/A
2/10/56 FBO DAVID C. PATTERSON
BRANDYWINE TRUST COMPANY, TRUSTEE U/A
2/10/56 FBO THOMAS H.C. PATTERSON
BRANDYWINE TRUST COMPANY, TRUSTEE U/A
12/15/95 FBO ELOISE C. PATTERSON
BRANDYWINE TRUST COMPANY, TRUSTEE U/A
12/15/95 FBO DAVID G. PATTERSON
BRANDYWINE TRUST COMPANY, TRUSTEE U/A
12/15/95 FBO DAPHNE D. PATTERSON
MICHAEL E. PATTERSON & ELENA C.
PATTERSON, TRUSTEES U/A 9/6/90 FBO
ANNE H. PATTERSON
MICHAEL E. PATTERSON & ELENA C.
PATTERSON, TRUSTEES U/A 9/6/90 FBO
ELENA A. PATTERSON
MICHAEL E. PATTERSON & ELENA C.
PATTERSON, TRUSTEES U/A 3/12/92
FBO MICHAEL E. PATTERSON, JR.
KAPLAN, CHOATE MANAGEMENT, INC.
JOHN D. BELETIC
By: /s/ Peter Vogelsang
-------------------------------------
Name: Peter Vogelsang
Title: Power of Attorney*
Attention. Intentional misstatements or omissions of fact constitute Federal
criminal violations (See 18 U.S.C. 1001).
- ----------------
* The grant of Power of Attorney to Peter Vogelsang is incorporated herein by
reference to Schedule 13G filed by the Reporting Persons on February 14, 1997.
See Exhibits 2, 3 and 4 thereto. A Power of Attorney for Conjunto Administrativo
Integral, S.A. de C.V. is incorporated by reference to Amendment 1 to
Schedule 13G filed by Reporting Persons on February 17, 1998. See Exhibit
2 thereto.
<PAGE>
Exhibit Index
Exhibit 1 - Group Members......................................................
EXHIBIT 1
Pursuant to Item 8 and subject to the information set forth in Items 4 and
5, the members of the group that have filed this Schedule 13G pursuant to Rule
13d-1(c) are:
(1) The Morgan Stanley Leveraged Equity Fund II L.P.
(2) Morgan Stanley Leveraged Equity Fund II, Inc.
(3) Morgan Stanley Dean Witter & Co.
(4) Morgan Stanley Capital Partners III, L.P.
(5) MSCP III, L.P.
(6) Morgan Stanley Capital Partners III, Inc.
(7) Morgan Stanley Capital Investors, L.P.
(8) MSCP III 892 Investors, L.P.
(9) Morgan Stanley Venture Capital Fund II, L.P.
(10) Morgan Stanley Venture Partners II, L.P.
(11) Morgan Stanley Venture Capital II, Inc.
(12) Morgan Stanley Venture Capital Fund, L.P.
(13) Morgan Stanley Venture Partners L.P.
(14) Morgan Stanley Venture Capital Inc.
(15) Morgan Stanley Venture Capital Fund II, C.V.
(16) Morgan Stanley Venture Investors, L.P.
(17) Accel Investors '89 L.P.
(18) Accel III L.P.
(19) Accel III Associates L.P.
(20) Arthur C. Patterson
(21) James R. Swartz
(22) Swartz Family Partnership
(23) Paul H. Klingensteinc
(24) James W. Breyer
(25) G. Carter Sednaoui
(26) Conjunto Administrativo Integral, S.A. de C.V.
(27) Savia, S.A. de C.V.
(28) Alfonso Romo Garza
(29) TD Capital Group Ltd.
(30) The Toronto-Dominion Bank
(31) Ellmore C. Patterson
(32) Anne H. Patterson
(33) Brandywine Trust Company, et al., Trustees U/A 5/4/56 FBO
Jane C. Beck
(34) Brandywine Trust Company, Trustee U/A 2/10/56 FBO Michael E.
Patterson
(35) Brandywine Trust Company, Trustee U/A 2/10/56 FBO Robert E.
Patterson
(36) Brandywine Trust Company, Trustee U/A 2/10/56 FBO David C.
Patterson
(37) Brandywine Trust Company, Trustee U/A 2/10/56 FBO Thomas H.C.
Patterson
(38) Brandywine Trust Company, Trustee U/A 12/15/95 FBO Eloise C.
Patterson
(39) Brandywine Trust Company, Trustee U/A 12/15/95 FBO David G.
Patterson
(40) Brandywine Trust Company, Trustee U/A 12/15/95 FBO Daphne D.
Patterson
(41) Michael E. Patterson & Elena C. Patterson, Trustees U/A 9/6/90
FBO Anne H. Patterson
(42) Michael E. Patterson & Elena C. Patterson, Trustees U/A 9/6/90
FBO Elena A. Patterson
(43) Michael E. Patterson & Elena C. Patterson, Trustees U/A 3/12/92
FBO Michael E. Patterson, Jr.
(44) Kaplan, Choate Management Inc.
(45) John D. Beletic
