SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
S C H E D U L E 13D
Under the Securities Exchange Act of 1934
(Amendment No. __)*
DECISIONONE HOLDINGS CORP.
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(Name of Issuer)
Common Stock, $0.01 PAR VALUE
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(Title of Class of Securities)
243456100
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(CUSIP Number)
Copy to: David A. Scherl, Esq.
J.H. Whitney & Co. Morrison Cohen Singer & Weinstein, LLP
177 Broad Street 750 Lexington Avenue
Stamford, CT 06901 New York, New York 10022
Telephone (203) 973-1400 Telephone (212) 735-8600
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(Name, Address and Telephone Number of Persons
Authorized to Receive Notices and Communications)
May 4, 1997
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(Date of Event which Requires Filing 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 space .
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 6
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CUSIP
No. 243456100 13D
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1 Name of Reporting Person
S.S. or I.R.S. Identification No. of Above Person
J. H. Whitney & Co.
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2 Check the Appropriate Box if a Member of a Group* (a) | |
(b) |X|
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3 SEC Use Only
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4 Source of Funds* Not Applicable.
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5 Check Box if Disclosure of Legal Proceedings is Required | |
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6 Citizenship or Place of Organization New York
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7 Sole Voting Power
4,309,821 shares
Number of (Includes 3,054,617 shares subject
Shares to a Voting Agreement and Irrevocable
Beneficially Proxy, as more fully described in
Owned By Items 4, 5 and 6 of this
Each Schedule 13D) 15.5%
Reporting ------------------------------------------------------
Person 8 Shared Voting Power
With 5,290,732 shares
(Represents shares owned by other
entities, which shares are subject
to a Voting Agreement and
Irrevocable Proxy, as more fully
described in Items 4, 5 and 6 of
this Schedule 13D) 19.0%
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9 Sole Dispositive Power
4,309,821 shares
(Includes 3,054,617 shares subject
to a Voting Agreement and Irrevocable
Proxy, as more fully described in
Items 4, 5 and 6 of this Schedule
13D) 15.5%
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10 Shared Dispositive Power
0 shares 0%
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11 Aggregate Amount Beneficially Owned By Each Reporting Person
4,309,821 shares
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12 Check Box if the Aggregate Amount in Row (11) excludes Certain
Shares* |X|
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13 Percent of Class Represented by Amount in Row (11)
15.5%
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14 Type of Reporting Person* PN
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*SEE INSTRUCTIONS BEFORE FILLING OUT!
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Schedule 13D
Item 1. Security and Issuer
This statement, dated May 4, 1997, relates to the reporting person's
ownership of common stock, $0.01 par value per share ("Common Stock") (CUSIP No.
243456100) of DecisionOne Holdings Corp. (the "Issuer"). The principal executive
offices of the Issuer are located at 50 East Swedesford Road, Frazer,
Pennsylvania 19355.
Item 2. Identity and Background
(a) J.H. Whitney & Co., a limited partnership organized under
the laws of the State of New York ("Whitney").
(b) Address: 177 Broad Street
Stamford, CT 06901
(c) Principal Business: Investments
(d) No.
(e) No.
(f) Whitney is a New York limited partnership. All of its
individual general partners are citizens of the United
States. Whitney General Partner, L.L.C. is a Delaware
limited liability company.
The names and business addresses of the general partners of J. H.
Whitney & Co. are as follows: Michael C. Brooks, Peter M. Castleman, Jeffrey R.
Jay, William Laverack, Jr., Ray E. Newton, III, Daniel J. O'Brien, Michael R.
Stone and Whitney General Partner, L.L.C., the business address of each of whom
is 177 Broad Street, Stamford, CT 06901; and Benno C. Schmidt whose business
address is 630 Fifth Avenue, New York, NY 10111.
Item 3. Source and Amount of Funds or Other Consideration.
Not applicable.
Item 4. Purpose of the Transaction.
As further described below in Item 6, Whitney has entered into a
Voting Agreement and Irrevocable Proxy, dated as of May 6, 1997, with Welsh,
Carson, Anderson & Stowe IV, L.P., Welsh, Carson, Anderson & Stowe VI, L.P.,
WCAS Capital Partners, L.P. (collectively, the "WCAS Parties"), Quaker Holding
Co. ("Quaker") and the Issuer (the "Voting Agreement"). The Voting Agreement was
entered into by Whitney, the WCAS Parties, Quaker and the Issuer in
consideration of Quaker and the Issuer entering into an Agreement and Plan of
Merger (the "Merger Agreement"), as more fully described in Item 6 below.
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Item 5. Interests in Securities of the Issuer.
(a) As of May 4, 1997, Whitney beneficially owns 4,309,821(1) shares
of Common Stock, representing approximately 15.5% of the outstanding Common
Stock (based on 27,817,832 shares of Common Stock outstanding).
(b) Whitney has sole power to vote and dispose of 4,309,821 shares of
Common Stock, which represents approximately 15.5% of the Common Stock.(2)
By virtue of being a party to the Voting Agreement and pursuant
to Rule 13d-5(b)(1) of the General Rules and Regulations under the Securities
Exchange Act of 1934, as amended, Whitney may be deemed to have shared voting
power with respect to the 5,290,732 shares of Common Stock owned by the WCAS
Parties and subject to the Voting Agreement. Whitney disclaims beneficial
ownership with respect to these shares.
(c) Except as described in this Schedule 13D, Whitney has not
effected any transaction in the Issuer's securities in the past 60 days.
(d) Not applicable.
(e) Not applicable.
Item 6. Contracts, Arrangements, Understandings or Relationships with Respect
to Securities of the Issuer.
On May 4, 1997, the Issuer entered into the Merger Agreement with
Quaker, providing for, among other things, the merger of Quaker with and into
the Issuer (the "Merger"). The Merger Agreement is incorporated herein as
Exhibit A hereto by reference to Exhibit 2.1 to the Issuer's Form 8-K dated May
4, 1997, as filed with the Securities and Exchange Commission on May 6, 1997
(the "Form 8-K"). Any description of the Merger Agreement is qualified in its
entirety
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(1) Does not include 1,121,095 shares of Common Stock owned by
Whitney 1990 Equity Fund, L.P. or 171, 144 shares of Common
Stock issuable upon exercise of a warrant owed by Whitney
Subordinated Debt Fund, L.P., with respect to which shares
Whitney disclaims beneficial ownership. Does not include
(a) 214,123 shares of Common Stock owned individually by
the general partners of Whitney, (b) 4,000 shares of Common
Stock issuable upon the exercise of options held by Michael
C. Brooks, a general partner of Whitney and (c) 5,290,732
shares of Common Stock subject to the Voting Agreement and
beneficially owned by the WCAS Parties, with respect to
which shares Whitney disclaims beneficial ownership.
Whitney disclaims the existence of a group with respect to
the shares of Common Stock subject to the Voting Agreement.
The general partners of Whitney may be deemed to
beneficially own the shares owned by Whitney, which
beneficial ownership is disclaimed.
(2) Includes 3,054,617 shares of Common Stock beneficially
owned by Whitney and subject to the terms of the Voting
Agreement. As more fully described in Item 6 of this
Schedule 13D, pursuant to the Merger Agreement, while the
Voting Agreement is in effect (i) Whitney is required to
vote these shares to approve and adopt the Merger Agreement
and all agreements related to the merger of Quaker and the
Issuer and (ii) Whitney may not sell, transfer, assign or
otherwise dispose of these shares.
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by reference thereto. As a condition to and in consideration of Quaker entering
into the Merger Agreement, contemporaneously with the execution thereof Whitney,
the WCAS Parties, Quaker and the Issuer entered into the Voting Agreement. The
Voting Agreement is incorporated herein as Exhibit B hereto by reference to
Exhibit 2.2 to the Form 8-K. Any description of the Voting Agreement is
qualified in its entirety by reference thereto.
Pursuant to the Voting Agreement, Whitney has agreed to vote
3,054,617 shares of Common Stock (the "Voting Agreement Shares") to approve and
adopt the Merger Agreement, the Merger and all agreements relating to the Merger
and any actions related thereto at any meeting of stockholders of the Issuer,
and to appoint Quaker as proxy for and on behalf of Whitney to vote the Voting
Agreement Shares.
Whitney has also agreed under the Voting Agreement that during the
time that the Voting Agreement is in effect it will not sell, transfer, assign,
encumber or otherwise dispose of any of the Voting Agreement Shares or enter
into any contract, option or other arrangement or understanding with respect to
the direct or indirect sale, assignment, transfer, encumbrance or other
disposition of any of the Voting Agreement Shares. The Voting Agreement will
remain in effect until the earlier of the effectiveness of the Merger or the
termination of the Merger Agreement, as more fully described in the Voting
Agreement.
(b) Except for the circumstances discussed or referred to in
paragraph (a) above, there are no contracts, arrangements, understandings, or
relationships with respect to the securities of the Issuer among any of the
persons reporting in this Schedule 13D.
Item 7. Material to Be Filed as Exhibits
Exhibit A - Merger Agreement (Incorporated by Reference to Exhibit
2.1 to the Issuer's Form 8-K dated May 4, 1997, as filed with the Securities and
Exchange Commission on may 6, 1997.)
Exhibit B - Voting Agreement (Incorporated by Reference to Exhibit
2.2 to the Issuer's Form 8-K dated May 4, 1997, as filed with the Securities and
Exchange Commission on May 6, 1997.)
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SIGNATURE
After reasonable inquiry and to the best of my knowledge and belief,
I certify that the information set forth in this statement is true, correct and
complete.
Date: May 14, 1997
J.H. WHITNEY & CO.
By:/s/Daniel J. O'Brien
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Daniel J. O'Brien, General Partner
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