<PAGE>
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
(Amendment No. 5)*
Under the Securities Exchange Act of 1934
Esquire Communications Ltd.
-------------------------------------
(Name of Issuer)
Common Stock, par value $.01 per share
--------------------------------------------
(Title of Class of Securities)
296658305
------------------------
(CUSIP Number)
Copy to:
Joseph P. Nolan Kevin R. Evanich
Golder, Thoma, Cressey, Rauner, Inc. Kirkland & Ellis
6100 Sears Tower 200 E. Randolph Drive
Chicago, Illinois 60606 Chicago, Illinois 60601
(312) 382-2200 312/861-2000
================================================================================
(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)
February 19, 1999
----------------------------------------
(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 [ ]
Check the following box if a fee is being paid with the statement [ ].
Note: Six copies of this statement, including all exhibits, should be filed
with the Commission. See Rule 13d-1(a) 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).
(Continued on following page(s))
Page 1 of 11 Pages
<PAGE>
SCHEDULE 13D
- ------------------------------------------------------------------------------
NAME OF REPORTING PERSON
1 S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Golder, Thoma, Cressey, Rauner Fund IV, L.P.
- ------------------------------------------------------------------------------
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
2 (a) [_]
(b) [_]
- ------------------------------------------------------------------------------
SEC USE ONLY
3
- ------------------------------------------------------------------------------
SOURCE OF FUNDS*
4
WC
- ------------------------------------------------------------------------------
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT
TO ITEMS 2(d) or 2(e) [_]
5
- ------------------------------------------------------------------------------
CITIZENSHIP OR PLACE OF ORGANIZATION
6
Delaware
- ------------------------------------------------------------------------------
SOLE VOTING POWER
7
NUMBER OF
4,275,000 (See Item 5)
SHARES -----------------------------------------------------------
SHARED VOTING POWER
BENEFICIALLY 8
OWNED BY 1,813,250 (See Item 5)
-----------------------------------------------------------
EACH SOLE DISPOSITIVE POWER
9
REPORTING
4,275,000 (See Item 5)
PERSON -----------------------------------------------------------
SHARED DISPOSITIVE POWER
WITH 10
0 (See Item 5)
- ------------------------------------------------------------------------------
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
11
4,275,000 (See Item 5)
- ------------------------------------------------------------------------------
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES*
12
[X]
- ------------------------------------------------------------------------------
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
13
45.5% (See Item 5)
- ------------------------------------------------------------------------------
TYPE OF REPORTING PERSON*
14
PN
- ------------------------------------------------------------------------------
*SEE INSTRUCTIONS BEFORE FILLING OUT!
INCLUDE BOTH SIDES OF THE COVER PAGE, RESPONSES TO ITEMS 1-7
(INCLUDING EXHIBITS) OF THE SCHEDULE, AND THE SIGNATURE ATTESTATION.
Page 2 of 11 Pages
<PAGE>
SCHEDULE 13D
- ------------------------------------------------------------------------------
NAME OF REPORTING PERSON
1 S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
GTCR IV, L.P.
- ------------------------------------------------------------------------------
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
2 (a) [_]
(b) [_]
- ------------------------------------------------------------------------------
SEC USE ONLY
3
- ------------------------------------------------------------------------------
SOURCE OF FUNDS*
4
Not Applicable
- ------------------------------------------------------------------------------
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT
TO ITEMS 2(d) or 2(e) [_]
5
- ------------------------------------------------------------------------------
CITIZENSHIP OR PLACE OF ORGANIZATION
6
Delaware
- ------------------------------------------------------------------------------
SOLE VOTING POWER
7
NUMBER OF
4,275,000 (See Item 5)
SHARES -----------------------------------------------------------
SHARED VOTING POWER
BENEFICIALLY 8
OWNED BY 1,813,250 (See Item 5)
-----------------------------------------------------------
EACH SOLE DISPOSITIVE POWER
9
REPORTING
4,275,000 (See Item 5)
PERSON -----------------------------------------------------------
SHARED DISPOSITIVE POWER
WITH 10
0 (See Item 5)
- ------------------------------------------------------------------------------
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
11
4,275,000 (See Item 5)
- ------------------------------------------------------------------------------
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES*
12
[X]
- ------------------------------------------------------------------------------
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
13
45.5% (See Item 5)
- ------------------------------------------------------------------------------
TYPE OF REPORTING PERSON*
14
PN
- ------------------------------------------------------------------------------
*SEE INSTRUCTIONS BEFORE FILLING OUT!
INCLUDE BOTH SIDES OF THE COVER PAGE, RESPONSES TO ITEMS 1-7
(INCLUDING EXHIBITS) OF THE SCHEDULE, AND THE SIGNATURE ATTESTATION.
Page 3 of 11 Pages
<PAGE>
SCHEDULE 13D
- ------------------------------------------------------------------------------
NAME OF REPORTING PERSON
1 S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Golder, Thoma, Cressey, Rauner, Inc.
- ------------------------------------------------------------------------------
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
2 (a) [_]
(b) [_]
- ------------------------------------------------------------------------------
SEC USE ONLY
3
- ------------------------------------------------------------------------------
SOURCE OF FUNDS*
4
Not Applicable
- ------------------------------------------------------------------------------
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT
TO ITEMS 2(d) or 2(e) [_]
5
- ------------------------------------------------------------------------------
CITIZENSHIP OR PLACE OF ORGANIZATION
6
Delaware
- ------------------------------------------------------------------------------
SOLE VOTING POWER
7
NUMBER OF
4,275,000 (See Item 5)
SHARES -----------------------------------------------------------
SHARED VOTING POWER
BENEFICIALLY 8
OWNED BY 1,813,250 (See Item 5)
-----------------------------------------------------------
EACH SOLE DISPOSITIVE POWER
9
REPORTING
4,275,000 (See Item 5)
PERSON -----------------------------------------------------------
SHARED DISPOSITIVE POWER
WITH 10
0 (See Item 5)
- ------------------------------------------------------------------------------
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
11
4,275,000 (See Item 5)
- ------------------------------------------------------------------------------
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES*
12
[X]
- ------------------------------------------------------------------------------
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
13
45.5% (See Item 5)
- ------------------------------------------------------------------------------
TYPE OF REPORTING PERSON*
14
CO
- ------------------------------------------------------------------------------
*SEE INSTRUCTIONS BEFORE FILLING OUT!
INCLUDE BOTH SIDES OF THE COVER PAGE, RESPONSES TO ITEMS 1-7
(INCLUDING EXHIBITS) OF THE SCHEDULE, AND THE SIGNATURE ATTESTATION.
Page 4 of 11 Pages
<PAGE>
Esquire Communications Ltd.
(CUSIP NO. 296658305)
ITEM 1. SECURITY AND ISSUER.
This statement relates to the New Common Stock, par value $.02 per share
("Common Stock"), of Esquire Communications Ltd. (the "Issuer"). The address of
the principal executive offices of the Issuer is 750 B Street, Suite 2350, San
Diego, CA 92101. On November 30, 1998, the Issuer effected a 2 share for 1 share
reverse stock split of its then existing Common Stock, par value $.01 per share
(the "Reverse Stock Split"). All share numbers specified herein with respect to
transactions and share ownership prior to the Reverse Stock Split relfect the
actual pre-Reverse Stock Split share numbers. All share numbers specified herein
with respect to transactions and share ownership after November 30, 1998 reflect
the actual post-Reverse Stock Split share numbers.
ITEM 2. IDENTITY AND BACKGROUND.
(a) This statement is filed jointly by each of the following persons
pursuant to Rule 13d-(1)(f) promulgated by the Securities and Exchange
Commission (the "SEC") under Section 13 of the Securities Act of 1934, as
amended (the "Act"): (i) Golder, Thoma, Cressey, Rauner Fund IV, L.P., a
Delaware limited partnership (the "Fund"), by virtue of its direct beneficial
ownership of Common Stock, (ii) GTCR IV, L.P., a Delaware limited partnership
("GTCR IV"), by virtue of it being the general partner of the Fund, and (iii)
Golder, Thoma, Cressey, Rauner, Inc., a Delaware corporation ("GTCR Inc.") by
virtue of it being the general partner of GTCR IV. The Fund, GTCR IV and GTCR
Inc. are sometimes referred to herein individually as a "Reporting Person" and
collectively as the "Reporting Persons."
Information with respect to each of the Reporting Persons is given solely
by such Reporting Person, and no Reporting Person assumes responsibility for the
accuracy or completeness of information by another Reporting Person. By their
signature on this statement, each of the Reporting Persons agrees that this
statement is filed on behalf of such Reporting Person.
The Reporting Persons may be deemed to constitute a "group" for purposes of
Section 13(d)(3) of the Act. The Reporting Persons and the other parties to the
Voting Agreement (as defined in Item 4) may also be deemed to constitute a
"group" for purposes of Section 13(d)(3) of the Act. The Reporting Persons
expressly disclaim that they have agreed to act as a group other than as
described in this statement.
Certain information required by this Item 2 concerning the directors,
executive officers and controlling persons of GTCR Inc. is set forth on Schedule
A attached hereto, which is incorporated herein by reference.
(b) The address of the principal business and principal office of each of
the Reporting Persons is 6100 Sears Tower, Chicago, IL 60606.
(c) The principal business of each of the Reporting Persons is to make
investments in common and preferred stock and other interests in business
organizations, domestic or foreign, with the principal objective of appreciation
of capital invested.
(d) During the past five years, none of the Reporting Persons nor, to the
best knowledge of such persons, any of the persons named in Schedule A to this
statement has been convicted in a criminal proceeding (excluding traffic
violations or similar misdemeanors).
(e) During the past five years, none of the Reporting Persons nor, to the
best knowledge of such persons, any of the persons named in Schedule A to this
statement was a party to a civil proceeding of a judicial or administrative body
of competent jurisdiction as a result of which such person was or is subject to
a judgment, decree or final order enjoining future violations of, or prohibiting
or mandating activity subject to, federal or state securities laws or finding
any violation with respect to such laws.
(f) All individuals named in Schedule A to this statement are citizens of
the United States.
ITEM 3. SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION.
The Fund, Issuer and a certain other person are parties to a Purchase
Agreement (the "Purchase Agreement"), dated as of October 23, 1996, as amended
June 17, 1997, January 9, 1998, June 2, 1998 and August 27, 1998. A copy of the
Purchase Agreement has been filed by Issuer and is incorporated herein by
reference. Pursuant to the Purchase Agreement, on October 23, 1996, the Fund
Page 5 of 11 Pages
<PAGE>
acquired 7,312.50 shares of Series A Convertible Preferred Stock (the "Preferred
Stock") of Issuer, convertible into 2,437,500 shares of Common Stock of Issuer,
for a total purchase price of approximately $7,312,500. On or about June 17,
1997, the Fund exercised its option pursuant to the Purchase Agreement to
acquire an additional 7,312.50 shares of the Preferred Stock of the Issuer,
convertible into 2,437,500 shares of Common Stock of the Issuer for a total
purchase price of approximately $7,312,500. The source of such funds was
internal capital. On or about January 9, 1998, the Fund exercised its option
pursuant to the Purchase Agreement to acquire an additional 1,072.50 shares of
the Preferred Stock of the Issuer, convertible into 357,500 shares of Common
Stock of the Issuer for a total purchase price of approximately $1,072,500. In
addition on or about January 15, 1998, the Fund exercised its option pursuant to
the Purchase Agreement to acquire an additional 2,437.50 shares of the Preferred
Stock of the Issuer, convertible into 812,500 shares of Common Stock of the
Issuer for a total purchase price of approximately $2,437,500. The source of
such funds, in the aggregate $3,510,000, was internal capital. On or about
February 11, 1998, the Fund exercised its option pursuant to the Purchase
Agreement to acquire an additional 877.50 shares of the Preferred Stock of the
Issuer for a total purchase price of approximately $877,500. The source of such
funds was internal capital. On or about June 2, 1998, the Fund exercised an
option pursuant to the Purchase Agreement to acquire an additional 2,925 shares
of the Preferred Stock of the Issuer for a total purchase price of approximately
$2,925,000. The source of such funds was internal capital. In connection
therewith the Fund and the Issuer amended the Purchase Agreement to grant to the
Fund an option to purchase at any time prior to December 2, 1999, 7,500 shares
of Series B Convertible Preferred Stock (the "Series B Stock") of the Issuer,
convertible into 1,250,000 shares of the Common Stock of the Issuer. All share
numbers in the preceding paragraph reflect pre-Reverse Stock Split share
numbers.
In connection with the guarantee by the Fund with respect to the Issuer's
repayment of a $2.5 million overadvance made to the Issuer under the Issuer's
credit agreement (the "Guarantee"), the Fund and the Issuer amended the Purchase
Agreement to provide that (i) if the Fund is required to make a payment under
such guarantee, the Fund would receive certain shares of the Class C Convertible
Preferred Stock (the "Class C Stock") of the Issuer and (ii) if a secondary
public offering was not consummated by October 31, 1998, the Fund's option to
purchase 7,500 shares of Class B Stock would be automatically converted into a
number of shares of Common Stock up to a maximum of 75,000 shares (pre-Reverse
Stock Split share numbers) equal to $4.5 million (the negotiated value of the
option) divided by the average of the closing prices on the Nasdaq Stock Market
of a share of Common Stock for the 20 consecutive business days ending on
October 31, 1998. On or about December 21, 1998, pursuant to the provision
described in clause (ii) above, the issued 375,000 shares (post-Reverse Stock
Split share numbers) in consideration for the cancellation of the Fund's option
to purchase Class B Stock at an implied price per share of $12.00. On or about
February 19, 1999, pursuant to the provision described in clause (i) above, the
Issuer issued 2,437.50 shares of Class C Stock to the Fund in consideration for
its payment under the Guarantee of $2,437,500, which shares are convertible into
243,750 shares of Common Stock of the Issuer. The source of such funds was
internal capital.
The summaries of the agreements referred to in this Item 3 and elsewhere in
this statement are not intended to be complete and are qualified in their
entirety by reference to the detailed provisions of such agreements incorporated
herein by reference.
ITEM 4. PURPOSE OF TRANSACTION.
The Fund holds the 375,000 shares of Common Stock and the Preferred Stock
and Class C Stock, in the aggregate convertible into 3,900,000 shares of Common
Stock, for investment purposes. Depending on market conditions and other factors
(including evaluation of the Issuer's businesses and prospects, availability of
funds, alternative uses of funds and general economic conditions), the Fund may
from time to time acquire additional securities of the Issuer or dispose of all
or a portion of its investment in the Issuer.
The Fund, Issuer and certain other stockholders of Issuer are parties to a
Stockholders Agreement, dated as of October 23, 1996, as amended (the
"Stockholders Agreement") which provides, among other things, that the Fund
shall have certain voting and board of directors rights. Pursuant to the terms
of the Stockholders Agreement, each party thereto will vote its shares and take
all other necessary or desirable actions (the "Voting Agreement") so that the
Board of Directors of the Issuer (the "Board") will consist of ten members, (i)
two of which will be designated by the Fund (the "Fund Directors"); (ii) four of
which will be designated by certain management stockholders; and (iii) four of
which will be designated jointly by mutual agreement between the Fund and
certain management stockholders (the "Joint Directors"), provided that if there
is no mutual agreement upon the designation of the Joint Directors then the Fund
has the right to designate the Joint Directors. Both the Fund's right to
designate the Fund Directors and its right to participate in designating the
Joint Directors continue for as long as the Fund or its affiliates hold at least
10%, or securities convertible into at least 10%, of the issued and outstanding
Common Stock of Issuer on a fully diluted basis.
In general, each party to the Stockholders Agreement has agreed to vote all
of his or its shares of Common Stock in favor of the Fund Directors and the
Joint Directors. As of the date of this statement, stockholders (other than the
Fund) holding an aggregate of 1,813,250 shares of Common Stock (or securities
currently convertible into Common Stock) were parties to the Stockholders
Agreement. The Reporting Persons disclaim beneficial ownership of all shares of
Common Stock owned by the other parties to the Stockholders Agreement. The
shares of Common Stock held by each party to the Stockholders Agreement will
cease to be subject to the Voting Agreement when such shares are either (i)
registered and sold under the Securities Act of 1933, as amended (the
"Securities Act") or (ii) sold to the public pursuant to the provisions of Rule
144 or Rule 144A promulgated under the Securities Act.
A copy of the Stockholders Agreement has been filed by Issuer and is
incorporated herein by reference.
Pursuant to a Registration Agreement, dated as of October 23, 1996, by and
among the Fund, Issuer and a certain other stockholder of Issuer (the
"Registration Agreement"), the Fund was granted certain registration rights with
respect to the Common Stock underlying its shares of Preferred Stock. The
Registration Agreement provides that, among other things, the Fund may request
registration of all or a portion of the Common Stock of Issuer owned by it (the
"Registrable Securities") on Form S-1 (a "Long-Form Registration") and may
request registration on Form S-3 (a "Short-Form Registration"), if available.
The Fund is entitled to request up to two Long-Form Registrations, subject to a
specified minimum offering level, and one Short-Form Registration per calendar
year, subject to a specified minimum offering level. Additionally, if Issuer
proposes to register any of its Common Stock under the Securities Act, whether
for its own account or otherwise, the Fund is entitled to include its
Registrable Securities in such registration. A copy of the Registration
Agreement has been filed by Issuer and is incorporated herein by reference.
Except as described in this statement, none of the Reporting Persons or, to
the best knowledge of such persons, the persons named in Schedule A to this
statement presently has any plans or proposals which relate to or would result
in any of the transactions described in paragraphs (a) through (j) of Item 4 of
Schedule 13D.
Page 6 of 11 Pages
<PAGE>
ITEM 5. INTEREST IN SECURITIES OF THE ISSUER.
(a) The Fund is the direct beneficial owner of (i) 21,937.50 shares of
Preferred Stock and 2,437.50 shares of Series C Stock, convertible in the
aggregate into 3,900,000 shares and (ii) 375,000 shares of Common Stock. Such
shares in the aggregate represent approximately 45.5% of the Common Stock as of
the date of this statement. The Fund and the other stockholders which are a
party to the Voting Agreement (the "Voting Stockholders") may also be deemed to
be a "group" for purposes of Section 13(d)(3) of the Act as a result of the
Voting Agreement described in Item 4, and the Fund may therefore be deemed to be
the indirect beneficial owner of 1,813,250 additional shares of Common Stock
(or securities currently convertible into Common Stock) that are subject to the
terms of the Voting Agreement described in Item 4 as of the date of this
statement. If the Fund were deemed to be the beneficial owner of such additional
shares of Common Stock, the Fund would be deemed to be the beneficial owner of
an aggregate of 6,088,250 shares or approximately 64.8% of the Common Stock as
of the date of this statement assuming there are 9,396,978 shares of Common
Stock outstanding, not including 625,000 shares of Common Stock subject to
warrants held by one of the Voting Stockholders and 100,000 shares of Common
Stock which underlie the 562.50 shares of Preferred Stock and 62.50 shares of
Class C Stock held by another Voting Stockholder. The Fund disclaims beneficial
ownership of all shares of Common Stock held by the other parties to the
Stockholders Agreement.
By virtue of the relationship between the Fund and GTCR IV described in
Item 2, GTCR IV may be deemed to possess indirect beneficial ownership of the
shares of Common Stock beneficially owned by the Fund, and, by virtue of the
relationship between the Fund, GTCR IV and GTCR Inc. described in Item 2, GTCR
Inc. may be deemed to possess indirect beneficial ownership of the shares of
Common Stock owned by the Fund. The filing of this statement by GTCR IV and
GTCR Inc. shall not be construed as an admission that either GTCR IV or GTCR
Inc. is, for the purpose of Section 13(d) or 13(g) of the Act, the beneficial
owner of any securities covered by this statement.
(b) The Fund has the sole power to vote or direct the vote and the sole
power to dispose of or direct the disposition of 4,275,000 shares of Common
Stock or approximately 45.5% of the Common Stock as of the date of this
statement assuming there are 9,396,978 shares of Common Stock outstanding. The
Fund and the other Voting Stockholders may also be deemed to be a "group" for
purposes of Section 13(d)(3) of the Act as a result of the Voting Agreement
described in Item 4, and the Fund may therefore be deemed to share the power to
vote or to direct the vote of 1,813,250 additional shares of Common Stock that
are subject to the terms of the Voting Agreement described in Item 4 as of the
date of this statement. If the Fund was deemed to share the power to vote or to
direct the vote of such additional shares of Common Stock, the Fund would be
deemed to share the power to vote or to direct the vote of an aggregate of
6,088,250 shares or approximately 64.8% of the Common Stock as of the date of
this statement assuming there are 9,396,978 shares of Common Stock outstanding,
not including 625,000 shares of Common Stock subject to warrants held by one of
the Voting Stockholders and 100,000 shares of Common Stock which underlie the
562.50 shares of Preferred Stock and 62.50 shares of Class C Stock held by
another Voting Stockholder. The Fund disclaims beneficial ownership of all
shares of Common Stock held by the other parties to the Stockholders Agreement.
By virtue of the relationship between the Fund and GTCR IV described in
Item 2, GTCR IV may be deemed to indirectly share the power to vote or direct
the vote and indirectly share the power to dispose of or direct the disposition
of the shares of Common Stock beneficially owned by the Fund. By virtue of the
relationship between the Fund, GTCR IV and GTCR Inc. described in Item 2, GTCR
Inc. may be deemed to indirectly share the power to vote or direct the vote and
indirectly share the power to dispose of or direct the disposition of the shares
of Common Stock beneficially owned by the Fund. The filing of this statement by
GTCR IV and GTCR Inc. shall not be construed as an admission that either GTCR IV
or GTCR Inc. is, for the purpose of Section 13(d) or 13(g) of the Act, the
beneficial owner of any securities covered by this statement.
(c) Except as otherwise set forth in this statement, none of the Reporting
Persons or, to the best knowledge of such persons, the persons named in Schedule
A to this statement has effected any transactions in the Common Stock during the
past sixty days.
(d) No person other than the Reporting Persons has the right to receive or
the power to direct the receipt of dividends from, or the proceeds from the sale
of, the Common Stock reported as being beneficially owned by such Reporting
Persons.
(e) Not applicable.
Page 7 of 11 Pages
<PAGE>
ITEM 6. CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR RELATIONSHIPS WITH RESPECT
TO SECURITIES OF THE ISSUER
The Fund, Issuer and certain other stockholders of Issuer are parties to a
Letter Agreement dated October 23, 1996 by which such parties modified certain
existing registration rights relating to the priority among such parties with
respect to the number of shares to be registered and thereby conformed them to
the terms of the Registration Agreement. A copy of such Letter Agreement has
been filed by Issuer and is incorporated herein by reference.
Except as set forth in this Statement, to the best knowledge of the
Reporting Persons, no contracts, arrangements, understandings or relationships
(legal or otherwise) exist among the persons named in Item 2 or between such
persons and any other person with respect to any securities of the Issuer.
ITEM 7. MATERIALS TO BE FILED AS EXHIBITS.
Exhibit 1 Joint Filing Agreement among the Reporting Persons
Exhibit 2 Amendment No. 4 to Purchase Agreement, dated as of August 27,
1998, among the Fund, Issuer and another party.
Page 8 of 11 Pages
<PAGE>
SIGNATURE
---------
After reasonable inquiry and to the best of our knowledge and belief,
the undersigned certify that the information set forth in this Statement is
true, complete and correct.
Dated: March 5, 1999
GOLDER, THOMA, CRESSEY, RAUNER FUND IV, L.P.
By: GTCR IV, L.P., its General Partner
By: GOLDER, THOMA, CRESSEY, RAUNER, INC.,
its General Partner
By: /s/ Joseph P. Nolan
--------------------------------
Name: Joseph P. Nolan
Title: Principal
GTCR IV, L.P.
By: GOLDER, THOMA, CRESSEY, RAUNER, INC.,
its General Partner
By: /s/ Joseph P. Nolan
--------------------------------
Name: Joseph P. Nolan
Title: Principal
GOLDER, THOMA, CRESSEY, RAUNER, INC.,
By: /s/ Joseph P. Nolan
--------------------------------
Name: Joseph P. Nolan
Title: Principal
Page 9 of 11 Pages
<PAGE>
Schedule A
----------
The following table sets forth the names, addresses and principal
occupations of the executive officers, directors and principal stockholders of
Golder, Thoma, Cressey, Rauner, Inc. ("GTCR Inc."). The directors and principal
stockholders of GTCR Inc. are indicated by an asterisk. Each such person is a
citizen of the United States.
<TABLE>
<CAPTION>
Name Business Address Principal Occupation
- ---- ---------------- --------------------
<S> <C> <C>
*Bryan C. Cressey 6100 Sears Tower Principal and Secretary of GTCR Inc.
Chicago, IL 60606
David A. Donnini 6100 Sears Tower Principal of GTCR Inc.
Chicago, IL 60606
Donald J. Edwards 6100 Sears Tower Principal of GTCR Inc.
Chicago, IL 60606
Lee M. Mitchell 6100 Sears Tower Principal of GTCR Inc.
Chicago, IL 60606
Joseph P. Nolan 6100 Sears Tower Principal of GTCR Inc.
Chicago, IL 60606
*Bruce V. Rauner 6100 Sears Tower Principal and Treasurer of GTCR Inc.
Chicago, IL 60606
*Carl D. Thoma 6100 Sears Tower President and Principal of GTCR Inc.
Chicago, IL 60606
</TABLE>
Page 10 of 11 Pages
<PAGE>
AGREEMENT RE JOINT FILING OF
SCHEDULE 13D
------------
The undersigned hereby agrees as follows:
(i) Each of them is individually eligible to use the Schedule 13D to
which this Exhibit is attached, and such Schedule 13D is filed on behalf of each
of them; and
(ii) Each of them is responsible for the timely filing of such
Schedule 13D and any amendments thereto, and for the completeness and accuracy
of the information concerning such person contained therein; but none of them is
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.
Dated: March 5, 1999
GOLDER, THOMA, CRESSEY, RAUNER FUND IV, L.P.
By: GTCR IV, L.P., its General Partner
By: GOLDER, THOMA, CRESSEY, RAUNER, INC.,
its General Partner
By: /s/ Joseph P. Nolan
---------------------------------
Name: Joseph P. Nolan
Title: Principal
GTCR IV, L.P.
By: GOLDER, THOMA, CRESSEY, RAUNER, INC.,
its General Partner
By: /s/ Joseph P. Nolan
---------------------------------
Name: Joseph P. Nolan
Title: Principal
GOLDER, THOMA, CRESSEY, RAUNER, INC.,
By: /s/ Joseph P. Nolan
---------------------------------
Name: Joseph P. Nolan
Title: Principal
Page 11 of 11 Pages
<PAGE>
AMENDMENT NO. 4 TO PURCHASE AGREEMENT
-------------------------------------
THIS AMENDMENT NO. 4 TO PURCHASE AGREEMENT (this "Amendment") is made as of
August 27, 1998, by and among Esquire Communications Ltd., a Delaware
corporation (the "Company"), Golder, Thoma, Cressey, Rauner Fund IV Limited
Partnership, an Illinois limited partnership ("GTCR") and Antares Leveraged
Capital Corp., a Delaware corporation ("Antares" and collectively with GTCR
referred to herein as the "Purchasers"). Each capitalized term used herein which
is not defined herein shall have the meaning given to such term in the Purchase
Agreement.
WHEREAS, the Company and the Purchasers are parties to a Purchase Agreement
dated as of October 23, 1996, as amended and supplemented (the "Purchase
Agreement");
WHEREAS, GTCR has guaranteed (the "Guaranty") the repayment of a $2.5
million overadvance made to the Company under its Amended and Restated Credit
Agreement dated as of August 10, 1998; and
WHEREAS, the Company and the Purchasers desire to amend certain provisions
of the Purchase Agreement as set forth herein.
NOW, THEREFORE, the parties to this Amendment hereby, for good and valuable
consideration, including, without limitation, in consideration for, and as a
condition to, GTCR's execution of the Guaranty, agree as follows:
Section 1. Guaranty. As promptly as practicable after the date hereof, the
Company shall pay to Golder, Thoma, Cressey, Rauner, Inc., by wire transfer of
immediately available funds to an account designated by GTCR, $125,000 in cash.
Section 2. Series C Preferred Stock. If GTCR pays any amounts pursuant to
the Guaranty (the "Guaranty Payments"), then the Company shall issue to GTCR a
number of shares of its Series C Convertible Preferred Stock, par value $.01 per
share (the "Series C Preferred Stock") equal to the total amount of the Guaranty
Payments divided by $1,000. Upon such issuance, the Company will not have any
further obligations or liabilities to GTCR with respect to the amounts then
funded by GTCR pursuant to the previous sentence. The Series C Preferred Stock
will contain rights and preferences identical to those of the Series B Preferred
Stock, except that (a) the Series C Preferred Stock will be junior to the Series
B Preferred Stock and (b) the initial conversion price will be the greater of
(i) the average of the closing prices on the Nasdaq Stock Market of a share of
Common Stock of the Company for the 20 consecutive business days ending on the
date GTCR makes the Guaranty Payment and (ii) $5.00. Promptly after the making
of the Guaranty Payments, the Company will file an appropriate Certificate of
Designation with respect to the Series C Preferred Stock with the Secretary of
State of the State of Delaware.
<PAGE>
Section 3. Conversion of Series B Preferred Stock. If the Company shall not
have consummated a public secondary offering of shares of its Common Stock on or
prior to October 31, 1998, effective October 31, 1998 GTCR's option to acquire
7,500 shares of Series B Preferred Stock will automatically and without further
action of any of the parties be converted into a number of shares of Common
Stock equal to $4.5 million divided by the average of the closing prices on the
Nasdaq Stock Market of a share of Common Stock for the 20 consecutive business
days ending October 31, 1998; provided, however, that no more than 750,000
shares of Common Stock will be issued to GTCR.
Section 4. Board Authorization. On the date of this Amendment the Company's
board of directors has authorized the execution, delivery and performance of
this Amendment, including the issuance of the Series C Preferred Stock
(including without limitation, filing the Certificate of Designation to provide
for the designation of the Series C Preferred Stock), and the reservation for
issuance upon conversion of the Series C Preferred Stock of shares of Common
Stock plus any shares of Common Stock issuable upon conversion of accrued
dividends.
Section 5. Counterparts. This Amendment may be executed in any number of
counterparts and by different parties hereto in separate counterparts, each of
which when so executed and delivered shall be deemed an original, but all such
counterparts together shall constitute but one and the same instrument. This
Amendment shall become effective upon the execution of a counterpart by each of
the parties hereto.
Section 6. Effect of Amendment. Except as expressly amended hereby, the
Purchase Agreement, as amended hereby and otherwise as in effect immediately
prior to this Amendment, continues in full force and effect in accordance with
the original terms thereof.
Section 7. Applicable Law. The corporate law of the State of Delaware
shall govern all issues and questions concerning the relative rights and
obligations of the Company and its stockholders. All other issues and questions
concerning the construction, validity, interpretation and enforceability of this
Amendment shall be governed by, and construed in accordance with, the laws of
the State of Illinois, without giving effect to any choice of law or conflict of
law provisions (whether of the State of Illinois or any other jurisdiction) that
would cause the application of the laws of any jurisdiction other than the State
of Illinois.
Section 8. Descriptive Headings. The descriptive headings of this Amendment
are inserted for convenience only and do not constitute a part of this
Amendment.
Section 9. Severability. Whenever possible, each provision of this
Amendment shall be interpreted in such manner as to be effective and valid under
applicable law, but if any provision of this Amendment is held to be prohibited
by or invalid under applicable law, such provision shall be ineffective only to
the extent of such prohibition or invalidity, without invalidating the remainder
of this Amendment.
2
<PAGE>
IN WITNESS WHEREOF, the parties hereto have executed this Amendment
No. 4 to Purchase Agreement on the day and year first above written.
ESQUIRE COMMUNICATIONS LTD.
By:
-----------------------------
Its:
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GOLDER, THOMA, CRESSEY, RAUNER FUND
IV LIMITED PARTNERSHIP
By: GTCR IV, L.P.
Its: General Partner
By: Golder, Thoma, Cressey, Rauner, Inc.
Its: General Partner
By:
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Its:
----------------------------
ANTARES LEVERAGED CAPITAL CORP.
By:
----------------------------
Its:
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