UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
Z-TEL TECHNOLOGIES, INC.
-----------------------------------------------------
(Name of Issuer)
COMMON STOCK
------------
(Title of Class of Securities)
988792107
(CUSIP Number)
LAWRENCE C. TUCKER
Brown Brothers Harriman & Co.
59 Wall Street
New York, New York
(212) 483-1818
-----------------------------------------------------
(Name, Address and Telephone Number of
Person Authorized to Receive Notices
and Communications)
November 13, 2000
-----------------------------------------------------
(Date of Event which Requires Filing of
this Statement)
If the filing person has previously filed a statement on Schedule 13G to report
the acquisition which is the subject of this Schedule 13D, and is filing this
schedule because of Rule 13d-1(b)(3) or (4), check the following box [ ].
*The remainder of this cover page shall be filled out for a reporting person's
initial filing on this form with respect to the subject class of securities, and
for any subsequent amendment containing information which would alter
disclosures provided in a prior cover page.
The information required on the remainder of this cover page shall not be deemed
to be "filed" for the purpose of Section 18 of the Securities Exchange Act of
1934 ("Act") or otherwise subject to the liabilities of that section of the Act
but shall be subject to all other provisions of the Act (however, see the
Notes).
<PAGE>
2
CUSIP No. 988792107
--------------------------------------------------------------------------------
1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
THE 1818 FUND III, L.P.
--------------------------------------------------------------------------------
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) [X]
(b) [ ]
--------------------------------------------------------------------------------
3 SEC USE ONLY
--------------------------------------------------------------------------------
4 SOURCE OF FUNDS
OO
--------------------------------------------------------------------------------
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO
ITEMS 2(d) or 2(e)
[ ]
--------------------------------------------------------------------------------
6 CITIZENSHIP OR PLACE OF ORGANIZATION
DELAWARE
--------------------------------------------------------------------------------
7 SOLE VOTING POWER
NUMBER OF -0-
SHARES ------------------------------------------------
BENEFICIALLY OWNED 8 SHARED VOTING POWER
BY EACH REPORTING
PERSON 6,250,000
WITH ------------------------------------------------
9 SOLE DISPOSITIVE POWER
-0-
------------------------------------------------
10 SHARED DISPOSITIVE POWER
6,250,000
--------------------------------------------------------------------------------
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
6,250,000
--------------------------------------------------------------------------------
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
[ ]
--------------------------------------------------------------------------------
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
15.6%
--------------------------------------------------------------------------------
14 TYPE OF REPORTING PERSON
PN
--------------------------------------------------------------------------------
<PAGE>
3
CUSIP No. 988792 10 7
--------------------------------------------------------------------------------
1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
BROWN BROTHERS HARRIMAN & CO.
--------------------------------------------------------------------------------
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) [X]
(b) [ ]
--------------------------------------------------------------------------------
3 SEC USE ONLY
--------------------------------------------------------------------------------
4 SOURCE OF FUNDS
OO
--------------------------------------------------------------------------------
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO
ITEMS 2(d) or 2(e)
[ ]
--------------------------------------------------------------------------------
6 CITIZENSHIP OR PLACE OF ORGANIZATION
NEW YORK
--------------------------------------------------------------------------------
7 SOLE VOTING POWER
NUMBER OF -0-
SHARES ------------------------------------------------
BENEFICIALLY OWNED 8 SHARED VOTING POWER
BY EACH REPORTING
PERSON 6,250,000
WITH ------------------------------------------------
9 SOLE DISPOSITIVE POWER
-0-
------------------------------------------------
10 SHARED DISPOSITIVE POWER
6,250,000
--------------------------------------------------------------------------------
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
6,250,000
--------------------------------------------------------------------------------
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
[ ]
--------------------------------------------------------------------------------
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
15.6%
--------------------------------------------------------------------------------
14 TYPE OF REPORTING PERSON
PN
--------------------------------------------------------------------------------
<PAGE>
4
CUSIP No. 988792107
--------------------------------------------------------------------------------
1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
T. MICHAEL LONG
--------------------------------------------------------------------------------
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) [X]
(b) [ ]
--------------------------------------------------------------------------------
3 SEC USE ONLY
--------------------------------------------------------------------------------
4 SOURCE OF FUNDS
OO
--------------------------------------------------------------------------------
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO
ITEMS 2(d) or 2(e)
[ ]
--------------------------------------------------------------------------------
6 CITIZENSHIP OR PLACE OF ORGANIZATION
UNITED STATES
--------------------------------------------------------------------------------
7 SOLE VOTING POWER
NUMBER OF -0-
SHARES ------------------------------------------------
BENEFICIALLY OWNED 8 SHARED VOTING POWER
BY EACH REPORTING
PERSON 6,250,000
WITH ------------------------------------------------
9 SOLE DISPOSITIVE POWER
-0-
------------------------------------------------
10 SHARED DISPOSITIVE POWER
6,250,000
--------------------------------------------------------------------------------
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
6,250,000
--------------------------------------------------------------------------------
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
[ ]
--------------------------------------------------------------------------------
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
15.6%
--------------------------------------------------------------------------------
14 TYPE OF REPORTING PERSON
IN
--------------------------------------------------------------------------------
<PAGE>
5
CUSIP No. 988792107
--------------------------------------------------------------------------------
1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
LAWRENCE C. TUCKER
--------------------------------------------------------------------------------
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) [X]
(b) [ ]
--------------------------------------------------------------------------------
3 SEC USE ONLY
--------------------------------------------------------------------------------
4 SOURCE OF FUNDS
OO
--------------------------------------------------------------------------------
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO
ITEMS 2(d) or 2(e)
[ ]
--------------------------------------------------------------------------------
6 CITIZENSHIP OR PLACE OF ORGANIZATION
UNITED STATES
--------------------------------------------------------------------------------
7 SOLE VOTING POWER
NUMBER OF -0-
SHARES ------------------------------------------------
BENEFICIALLY OWNED 8 SHARED VOTING POWER
BY EACH REPORTING
PERSON 6,250,000
WITH ------------------------------------------------
9 SOLE DISPOSITIVE POWER
-0-
------------------------------------------------
10 SHARED DISPOSITIVE POWER
6,250,000
--------------------------------------------------------------------------------
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
6,250,000
--------------------------------------------------------------------------------
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
[ ]
--------------------------------------------------------------------------------
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
15.6%
--------------------------------------------------------------------------------
14 TYPE OF REPORTING PERSON
IN
--------------------------------------------------------------------------------
<PAGE>
6
Item 1. SECURITY AND ISSUER.
This Statement on Schedule 13D relates to the common stock,
par value $.01 per share (the "Common Stock"), of Z-Tel Technologies, Inc., a
Delaware corporation (the "Company"), whose principal executive office is
located at 601 South Harbor Island Boulevard, Suite 220, Tampa, Florida 33602.
Item 2. IDENTITY AND BACKGROUND.
(a), (b), (c) and (f). This Statement on Schedule 13D is being
filed by The 1818 Fund III, L.P., a Delaware limited partnership (the "Fund"),
Brown Brothers Harriman & Co., a New York limited partnership and general
partner of the Fund ("BBH&Co."), T. Michael Long ("Long") and Lawrence C. Tucker
("Tucker") (the Fund, BBH&Co., Long and Tucker are referred to collectively
herein as the "Reporting Persons").
The Fund was formed to provide a vehicle for institutional and
substantial corporate investors to acquire significant equity interests in
medium-sized publicly owned United States corporations. BBH&Co. is a private
bank. Pursuant to a resolution adopted by the partners of BBH&Co., BBH&Co. has
designated and appointed Long and Tucker, or either of them, the sole and
exclusive partners of BBH&Co. having voting power (including the power to vote
or to direct the voting) and investment power (including the power to dispose or
to direct the disposition) with respect to the Common Stock.
The address of the principal business and principal offices of
the Fund and BBH&Co. is 59 Wall Street, New York, New York 10005.
<PAGE>
7
The business address of each of Long and Tucker is 59 Wall
Street, New York, New York 10005. The present principal occupation or employment
of each of Long and Tucker is as a general partner of BBH&Co. Long and Tucker
are citizens of the United States.
The name, business address, present principal occupation or
employment (and the name, principal business and address of any corporation or
other organization in which such employment is conducted) and the citizenship of
each general partner of BBH&Co. is set forth on Schedule I hereto and is
incorporated herein by reference.
(d) and (e). During the last five years, neither any Reporting
Person nor, to the best knowledge of each Reporting Person, any person
identified on Schedule I, has been convicted in a criminal proceeding (excluding
traffic violations or similar misdemeanors) or was a party to a civil proceeding
of a judicial or administrative body of competent jurisdiction and as a result
of which any such person was or is subject to a judgement, decree or final order
enjoining future violations of, or prohibiting or mandating activities subject
to, federal or state securities laws or finding any violation with respect to
such laws.
Item 3. SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION.
Pursuant to a Stock and Warrant Purchase Agreement, dated as
of October 19, 2000 (the "Stock Purchase and Warrant Agreement"), by and between
the Company and the Fund, on November 13, 2000 the Company issued, and the Fund
acquired from the Company, 4,166,667 shares of 8% Convertible Preferred Stock,
Series E, par value $.01 per share (the "Preferred Stock"), of the Company and a
warrant
<PAGE>
8
(the "Warrant") to purchase up to 2,083,333 shares of Common Stock of the
Company (subject to adjustment as described therein). Copies of the Stock and
Warrant Purchase Agreement, the Warrant and the Certificate of Designation of
the Preferred Stock are attached hereto as Exhibits 1, 2 and 3, respectively,
and are hereby incorporated by reference. The Fund has also entered into a
Registration Rights Agreement, dated as of November 13, 2000 (the "Registration
Rights Agreement"), between the Company and the Fund, pursuant to which the
Company has agreed, under the terms and conditions set forth therein, to
register under the Securities Act of 1933, as amended, the Common Stock issuable
upon the conversion of the shares of Preferred Stock held by the Fund, the
exercise of the Warrant held by the Fund and all other shares of Common Stock
held by the Fund. A copy of the Registration Rights Agreement is attached hereto
as Exhibit 4 and is hereby incorporated by reference.
The consideration paid by the Fund for the shares of Preferred
Stock and the Warrant it purchased under the Stock and Warrant Purchase
Agreement consisted of $50,000,004 in cash, which was obtained by the Fund from
capital contributions made by its partners pursuant to pre-existing capital
commitments.
Item 4. PURPOSE OF TRANSACTION.
The Fund has acquired the securities of the Company for
investment purposes only.
Pursuant to the terms of the Stock and Warrant Purchase
Agreement, the Fund has the right to designate one individual to the Board of
Directors of the Company for so long as it holds 25%, and two individuals to the
Board of Directors for so long as it
<PAGE>
9
holds 50%, of the shares of Common Stock issued or issuable upon conversion of
the shares of Preferred Stock acquired by the Fund under the Stock and Warrant
Purchase Agreement (whether or not the Preferred Stock has been converted).
Pursuant to the terms of the Stock and Warrant Purchase Agreement, the Fund has
the option, for a 90 day period following November 13, 2000, to purchase up to
an additional 2,083,333 shares of Preferred Stock together with warrants to
purchase one-half of a share of Common Stock for each share of Preferred Stock
to be purchased. The option is subject to the fulfillment of certain closing
conditions.
The Reporting Persons may from time to time acquire additional
shares of Common Stock in the open market or in privately negotiated
transactions, subject to the availability of shares of Common Stock at prices
deemed favorable, the Company's business or financial condition and to other
factors and conditions the Reporting Persons deem appropriate. Alternatively,
the Reporting Persons may sell all or a portion of the shares of Common Stock or
Preferred Stock in open market or in privately negotiated transactions, subject
to the factors and conditions referred to above and compliance with applicable
laws.
Except as described in the Registration Rights Agreement and
as set forth above in this Item 4, no Reporting Person has any present plans or
proposals which relate to or would result in: (a) the acquisition by any person
of additional securities of the issuer, or the disposition of securities of the
issuer; (b) an extraordinary corporate transaction, such as a merger,
reorganization or liquidation, involving the Company or any of its subsidiaries;
(c) a sale or transfer of a material amount of assets of the Company or of any
of its subsidiaries; (d) any change in the present board of directors or
<PAGE>
10
management of the Company, including any plans or proposals to change the number
or term of directors or to fill any existing vacancies on the board; (e) any
material change in the present capitalization or dividend policy of the Company;
(f) any other material change in the Company's business or corporate structure;
(g) changes in the Company's charter, bylaws or instruments corresponding
thereto or other actions which may impede the acquisition of control of the
Company by any person; (h) causing a class of securities of the Company to be
delisted from a national securities exchange or to cease to be authorized to be
quoted in an inter-dealer quotation system of a registered national securities
association; (i) a class of equity securities of the Company becoming eligible
for termination of registration pursuant to Section 12(g)(4) of the Securities
Exchange Act of 1934, as amended (the "Exchange Act"); or (j) any action similar
to any of those enumerated above.
Item 5. INTEREST IN SECURITIES OF THE ISSUER.
(a) through (c). As set forth above, on November 13, 2000 the
Fund acquired 4,166,667 shares of Preferred Stock and a warrant to purchase up
to 2,083,333 shares of Common Stock (subject to adjustment as described
therein). Accordingly, as of November 13, 2000, assuming the exercise of the
Warrant and the conversion of the shares of Preferred Stock held by the Fund
into shares of Common Stock as of such date, the Fund may be deemed to own
6,250,000 shares of Common Stock, which, based on calculations made in
accordance with Rule 13-d3(d) promulgated under the Exchange Act and there being
33,703,366 shares of Common Stock outstanding (as reported in the
<PAGE>
11
Company's most recent filing with the Securities and Exchange Commission),
represents 15.6% of the outstanding shares of Common Stock.
By virtue of BBH&Co.'s relationship with the Fund, BBH&Co. may
be deemed to beneficially own 6,250,000 shares of Common Stock, representing
approximately 15.6% of the outstanding shares of Common Stock based on the
number of shares of Common Stock outstanding (as reported in the Company's most
recent filing with the Securities and Exchange Commission). By virtue of the
resolution adopted by BBH&Co. designating Long and Tucker, or either of them, as
the sole and exclusive partners of BBH&Co. having voting power (including the
power to vote or to direct the voting) and investment power (including the power
to dispose or to direct the disposition) with respect to the securities of the
Company, each of Long and Tucker may be deemed to beneficially own 6,250,000
shares of Common Stock, representing approximately 15.6% of the outstanding
shares of Common Stock based on the number of shares of Common Stock outstanding
(as reported in the Company's most recent filing with the Securities and
Exchange Commission). Such number of shares of Common Stock does not include
shares subject to an option granted to Tucker not exercisable until November 10,
2001.
Except as set forth above, no Reporting Person nor, to the
best knowledge of each Reporting Person, any person identified on Schedule I,
beneficially owns any shares of Common Stock or has effected any transaction in
shares of Common Stock during the proceeding 60 days.
Paragraphs (d) and (e) of Item 5 of Schedule 13D are not
applicable to this filing.
<PAGE>
12
Item 6. CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR
RELATIONSHIPS WITH RESPECT TO THE COMMON
STOCK OF THE ISSUER.
The Company and the Fund are parties to the Registration
Rights Agreement which gives the Fund, among other things, the right, on the
terms and conditions set forth therein, to require the Company to register for
sale to the public the shares of Common Stock issued upon the conversion of the
Preferred Stock, the exercise of the Warrant and any shares of Common stock held
by the Fund.
Except as described elsewhere in this Statement and as set
forth in the Stock and Warrant Purchase Agreement, the Warrant and the
Registration Rights Agreement, copies of which are attached hereto as Exhibits
1, 2 and 4, respectively, and incorporated herein by reference, to the best
knowledge of the Reporting Persons, there exist no contracts, arrangements,
understandings or relationships (legal or otherwise) among the persons named in
Item 2 and between such persons and any person with respect to any securities of
the Company, including but not limited to transfer or voting of any securities
of the Company, finder's fees, joint ventures, loan or option arrangements, puts
or calls, guarantees of profits, division of profits or loss, or the giving or
withholding of proxies.
Item 7. MATERIAL TO BE FILED AS EXHIBITS.
1. Stock Purchase Agreement, dated as of October 19,
2000, by and between the Company and the Fund.
2. Warrant for the Purchase of Shares of Common Stock of
the Company, dated as of November 13, 2000.
<PAGE>
13
3. Certificate of Designation of the Preferred Stock.
4. Registration Rights Agreement, dated as of November
13, 2000, between the Company and the Fund.
<PAGE>
14
SIGNATURE
After reasonable inquiry and to the best of its knowledge and
belief, each of the undersigned certifies that the information set forth in this
statement is true, complete and correct.
Dated: November 20, 2000
THE 1818 FUND III, L.P.
By: Brown Brothers Harriman & Co.,
General Partner
By: /s/ Lawrence C. Tucker
----------------------------------
Name: Lawrence C. Tucker
Title: Partner
BROWN BROTHERS HARRIMAN & CO.
By: /s/ Lawrence C. Tucker
----------------------------------
Name: Lawrence C. Tucker
Title: Partner
/s/ Lawrence C. Tucker
---------------------------------------
Lawrence C. Tucker
/s/ T. Michael Long
---------------------------------------
T. Michael Long
<PAGE>
15
SCHEDULE I
Set forth below are the names and positions of all of the general partners of
BBH & Co. The principal occupation or employment of each person listed below is
private banker, and, unless otherwise indicated, the business address of each
person is 59 Wall Street, New York, New York 10005. Unless otherwise indicated,
each person listed below is a citizen of the United States.
BUSINESS ADDRESS
(IF OTHER THAN AS
NAME INDICATED ABOVE)
---- ----------------
J. William Anderson
Peter B. Bartlett
Brian A. Berris
Taylor Bodman
John J. Borland
Douglas A. Donahue, Jr. 40 Water Street
Boston, Massachusetts 02109
Anthony T. Enders
Alexander T. Ercklentz
Terrence M. Farley
John A. Gehret 525 Washington Boulevard
Jersey City, New Jersey 07310-1692
Elbridge T. Gerry, Jr.
Kristen F. Giarrusso
Robert R. Gould
Kyosuke Hashimoto 8-14 Nihonbashi 30-Chome Chuo-ku
(citizen of Japan) Tokyo 103, Japan
Ronald J. Hill
Landon Hilliard
<PAGE>
16
BUSINESS ADDRESS
(IF OTHER THAN AS
NAME INDICATED ABOVE)
---- ----------------
Radford W. Klotz
Michael Kraynak, Jr.
Susan C. Livingston 40 Water Street
Boston, Massachusetts 02109
T. Michael Long
Hampton S. Lynch, Jr.
Michael W. McConnell
William H. Moore III
Donald B. Murphy
John A. Nielsen
Eugene C. Rainis
A. Heaton Robertson 40 Water Street
Boston, Massachusetts 02109
Jeffrey A. Schoenfeld 40 Water Street
Boston, Massachusetts 02109
Stokley P. Towles 40 Water Street
Boston, Massachusetts 02109
Andrew J.F. Tucker
Lawrence C. Tucker
Maarten van Hengel
Douglas C. Walker 1531 Walnut Street
Philadelphia, Pennsylvania 19102
William J. Whelan 40 Water Street
Boston Massachusetts 02109
Laurence F. Whittemore
Richard H. Witmer, Jr.
<PAGE>
17
INDEX TO EXHIBITS
-----------------
EXHIBIT DESCRIPTION
------- -----------
1. Stock Purchase Agreement, dated as of October 19,
2000, by and between the Company and the Fund
2. Warrant for the Purchase and Shares of Common Stock
of the Company, dated as of November 13, 2000
3. Certificate of Designation of the Preferred Stock
4. Registration Rights Agreement, dated as of November
13, 2000, between the Company and the Fund
