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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 13D
UNDER THE SECURITIES EXCHANGE ACT OF 1934
(AMENDMENT NO.___)*
Brooks Fiber Properties, Inc.
- --------------------------------------------------------------------------------
(Name of Issuer)
Voting Common Stock, $ .01 Par Value
- --------------------------------------------------------------------------------
(Title of Class of Securities)
114 399 108
----------------------------
(CUSIP Number)
Richard Postma 800 Calder Plaza Building
Miller, Johnson, Snell & Cummiskey, P.L.C. Grand Rapids, MI 49503
(616) 831-1700
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(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)
October 28, 1996
--------------------------------
(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 /X/. (A fee
is not required only if the reporting person: (1) has a previous statement on
file reporting beneficial ownership of more than five percent of the class of
securities described in Item 1; and (2) has filed no amendment subsequent
thereto reporting beneficial ownership of five percent or less of such class.)
(See Rule 13d-7.)
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).
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SCHEDULE 13D
CUSIP NO. 114 399 108 PAGE 1 OF PAGES
---------------- --- ------
================================================================================
1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Ronald H. VanderPol
###-##-####
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2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) / /
(b) / /
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3 SEC USE ONLY
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4 SOURCE OF FUNDS*
00
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5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED / /
PURSUANT TO ITEMS 2(d) or 2(e)
- --------------------------------------------------------------------------------
6 CITIZENSHIP OR PLACE OF ORGANIZATION
U.S.A.
- --------------------------------------------------------------------------------
NUMBER OF 7 SOLE VOTING POWER
SHARES
BENEFICIALLY 2,056,000
OWNED BY ---------------------------------------------------------------
EACH 8 SHARED VOTING POWER
REPORTING
PERSON WITH
---------------------------------------------------------------
9 SOLE DISPOSITIVE POWER
2,056,000
---------------------------------------------------------------
10 SHARED DISPOSITIVE POWER
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11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
2,056,000
- --------------------------------------------------------------------------------
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) / /
EXCLUDES CERTAIN SHARES*
- --------------------------------------------------------------------------------
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
7.2%
- --------------------------------------------------------------------------------
14 TYPE OF REPORTING PERSON*
IN
- --------------------------------------------------------------------------------
*SEE INSTRUCTIONS BEFORE FILLING OUT!
INCLUDE BOTH SIDES OF THE COVER PAGE, RESPONSES TO ITEMS 1-7 2 of 7
(INCLUDING EXHIBITS) OF THE SCHEDULE, AND THE SIGNATURE ATTESTATION.
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SCHEDULE 13D
ITEM 1. SECURITY AND ISSUER.
This statement relates to the Voting Common Stock, $.01 Par Value of Brooks
Fiber Properties, Inc. The address of the issuer's principal executive offices
is:
Brooks Fiber Properties, Inc.
425 Woods Mill Road South, Suite 300
Town & Country, Missouri 63017
ITEM 2. IDENTITY AND BACKGROUND.
(a) Ronald H. VanderPol.
(b) 7228 Kenowa Avenue, Byron Center, Michigan 49315.
(c) Chairman of the Board of Directors of U.S. Xchange, L.L.C., 2855 Oak
Industrial Drive, N.E., Grand Rapids, Michigan 49506. U.S. Xchange,
L.L.C. is a competitive local exchange company.
(d) No.
(e) No.
(f) Citizenship: U.S.A.
ITEM 3. SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION.
Mr. VanderPol purchased 40,000 shares of voting common stock of Brooks Fiber
Properties, Inc. ("Brooks") in an open market transaction and received
2,240,000 shares of Brooks voting common stock upon the merger of City Signal,
Inc., a Michigan corporation formerly owned by Mr. VanderPol, with Brooks. The
parties to the merger valued City Signal, Inc. at $28,000,000. A total of
224,000 shares of voting common stock were gifted to the National Christian
Charitable Foundation ("NCCF") and included by NCCF in the initial public
offering by Brooks. The balance of 2,016,000 shares of voting common stock
were mistakenly issued by Brooks to NCCF. Mr. VanderPol did not intend to make
a charitable contribution at the time that the 2,016,000 shares were mistakenly
issued to NCCF and thus lacked donative intent. Brooks subsequently issued
certificates to Mr. VanderPol, dated October 28, 1996, for a total of 1,539,088
shares (certificate received on October 31, 1996), 47,355 shares (certificate
received on November 6, 1996) and 317,557 shares which were transferred to Mr.
VanderPol's private foundation, Rushing Wind, Ltd., a Michigan corporation, by
bona fide gift (certificate received on November 6, 1996). The balance of
112,000 shares, which were held in escrow pursuant to the terms of the merger
transaction described above, have not yet been received by Mr. VanderPol.
ITEM 4. PURPOSE OF TRANSACTION.
Mr. VanderPol acquired the shares of the Issuer for investment purposes.
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(a) Mr. VanderPol does not have any present intention
to acquire any additional shares of Brooks. Mr. VanderPol
does intend to include the 317,557 shares currently held by
Rushing Wind, Ltd. in a future public offering planned by
Brooks, and he may sell other shares subject to restrictions
on his ability to sell the Brooks shares. Under an Option
Agreement between Brooks and Ronald H. VanderPol, dated
January 31, 1996, Mr. VanderPol has the right to require
Brooks to repurchase all or any of the shares issued to him
pursuant to the merger for $12.50 per share on or before
January 31, 1997 or the completion of certain offerings by
Brooks, whichever occurs first. A copy of the Option
Agreement is attached as an Exhibit.
(b) None.
(c) None.
(d) None.
(e) None.
(f) None.
(g) None.
(h) None.
(i) None.
(j) None.
ITEM 5. INTEREST IN SECURITIES OF THE ISSUER.
(a) The 2,056,000 shares of Brooks voting common
stock, par value $.01 currently owned by Mr. VanderPol and his
private foundation, represent 7.2% of the voting common shares
of Brooks issued and outstanding as of October 28, 1996, the
date on the share certificates.
(b) Mr. VanderPol has sole voting power and sole
dispositive power over all 2,056,000 shares.
(c) See the response to Item 3, above.
(d) Not applicable.
(e) Not applicable.
ITEM 6. CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR RELATIONSHIPS WITH RESPECT
TO SECURITIES OF THE ISSUER.
See the description of Mr. VanderPol's put option described in Item 4(a) above.
ITEM 7. MATERIAL TO BE FILED AS EXHIBITS.
See the attached copy of the Option Agreement between Brooks Fiber Properties,
Inc. and Ronald H. VanderPol, dated January 31, 1996.
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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.
November 14, 1996 Ronald H. VanderPol
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Date Name/Title
ATTENTION: INTENTIONAL MISSTATEMENTS OR OMISSIONS OF FACT CONSTITUTE FEDERAL
CRIMINAL VIOLATIONS (SEE 18 U.S.C. 1001).
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EXHIBIT INDEX
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EXHIBIT NUMBERED
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99 Option Agreement
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OPTION AGREEMENT
THIS OPTION AGREEMENT (the "Agreement") is made as of January 31, 1996,
by and between BROOKS FIBER PROPERTIES, INC., a Delaware corporation (the
"Company"), and RONALD H. VANDER POL (the "Shareholder").
RECITALS
A. Pursuant to the Agreement and Plan of Merger, dated January 17,
1996, by and among the Company, Brooks Fiber Communications of Michigan, Inc.,
a Michigan corporation, the Shareholder and City Signal, Inc., a Michigan
corporation (the "Merger Agreement"), the Shareholder is to receive certain
shares of the voting common stock of the Company, par value $0.01 per share
("BFP Voting Common Stock"), in payment of the Merger Consideration under the
Merger Agreement (the "Shares").
B. The Shareholder wishes to have the option to sell the Shares to
the Company, and the Company is willing to grant such an option to the
Shareholder, on the terms and conditions set forth herein.
NOW, THEREFORE, in consideration of the premises and the covenants
contained herein and in the Merger Agreement, and other good and valuable
consideration, the receipt and adequacy of which are hereby acknowledged, the
parties hereto agree as follows:
1. DEFINED TERMS. Capitalized terms not otherwise defined herein
shall have the meanings assigned to such terms in the Merger Agreement.
2. OPTION TO SELL.
(a) On the earlier of (i) the first anniversary of the Closing Date
under the Merger Agreement (the "Anniversary Date"), or (ii) the date of the
closing (the "IPO Closing Date") of a firm commitment underwritten initial
public offering of BFP Voting Common Stock pursuant to a registration statement
which is filed under the Securities Act of 1933, as amended (the "Securities
Act"), the Shareholder shall have the option to sell to the Company, and the
Company shall have the obligation, upon the exercise of such option, to buy
from the Shareholder all or any part of the Shares, at a price of $12.50 per
share; provided, however, that with respect to any such Shares which are part
of the Holdback at the time of the purchase of such Shares, the Company shall
deliver the purchase price for such Shares to the Escrow Agent to be held under
the terms of the Holdback Escrow Agreement.
(b) Notwithstanding the provisions of paragraph (a) above, if the
provisions of the Company's Amended and Restated Registration Rights Agreement,
dated as June 15, 1995, shall not have been amended, modified or supplemented,
to permit the granting to the Shareholder of the demand registration rights
described on Attachment A hereto on or prior to the earlier of the Anniversary
Date or the IPO Closing Date, the Shareholder may exercise the option granted
hereunder at any time thereafter which is prior to the earlier of (i) the date
on which such registration rights are granted or (ii) February 1, 1998.
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3. EXERCISE OF OPTION ON FIRST ANNIVERSARY OF CLOSING.
(a) The Shareholders may exercise the option set forth in Section
2(a)(i) above by delivering to the Company, not less than 60 days prior to the
Anniversary Date, written notice of the Shareholder's irrevocable election to
exercise such option.
(b) If the Shareholder gives such notice, then on the Anniversary Date
(or if such date is not a business day on which banks are open in St. Louis,
Missouri, then on the next succeeding such business day), the Shareholder shall
deliver to the Company certificates representing the Shares, together with a
stock power duly executed by the Shareholder, and the Company shall pay to the
Shareholder, by wire transfer or certified or cashier's check, an amount equal
to $12.50 per share times the number of the Shares.
4. EXERCISE OF OPTION ON INITIAL PUBLIC OFFERING.
(a) If, prior to the Anniversary Date, the Company proposes to register
any of the BFP Voting Common Stock for a firm commitment underwritten initial
public offering thereof under the Securities Act (such registration, if not
withdrawn or abandoned being herein called the "IPO Registration"), the Company
will give written notice to the Shareholder of such proposal not later than 20
days prior to the anticipated filing date of the IPO Registration. The
Shareholder may exercise the option set forth in Section 2(a)(ii) above by
delivering to the Company, within 15 days after the date on which the Company
shall have given written notice of the IPO Registration to the Shareholder,
written notice of the Shareholder's irrevocable election to exercise such
option.
(b) If the Shareholder gives such notice, and a closing occurs for the
offering under the IPO Registration, then on the date of such closing the
Shareholder shall deliver to the Company certificates representing the Shares,
together with a stock power duly executed by the Shareholder, and the Company
shall pay to the Shareholder, by wire transfer or certified or cashier's check,
an amount equal to $12.50 per share times the number of Shares.
5. EXERCISE OF OPTION ON EXTENSION.
(a) The Shareholder may exercise the option set forth in Section 2(b)
above by delivering to the Company, prior to the earlier of (i) the date on
which the registration rights described in Attachment A hereto are granted or
(ii) February 1, 1998, written notice of the Shareholder's irrevocable election
to exercise such option.
(b) If the Shareholders gives such notice, then not less than five nor
more than 10 days thereafter the Shareholder shall deliver to the Company
certificates representing the Shares, together with a stock power duly executed
by the Shareholder, and the Company shall pay to the Shareholder, by wire
transfer or certified or cashier's check, an amount equal to $12.50 per share
times the number of Shares.
6. SECURITY INTEREST. In order to secure the payment obligation of the
Company to the Shareholder hereunder, the Company hereby grants to the
Shareholder a security interest in
2
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the assets of the Company listed on Attachment A hereto, such security interest
to be subject and subordinate to any rights and security interests held by
others in such assets and the creation of such security interest shall be
conditioned upon the prior receipt by the Company of all consents required
therefor from the holders of such other rights and security interests.
7. TERMINATION. This Agreement shall terminate upon the earlier to
occur of: (i) the termination of the Merger Agreement as provided in Section 9.1
thereof, or (ii) the Anniversary Date.
8. ASSIGNMENT; BINDING AGREEMENT. Neither this Agreement nor any
rights or obligations of the parties may be assigned by either party without the
prior written consent of the other party. This Agreement shall be binding upon
and shall inure to the benefit of the parties and to their respective successors
and permitted assigns.
9. ENTIRE AGREEMENT AND MODIFICATION. This Agreement and the Merger
Agreement constitute the entire agreement between the parties. No changes of,
modifications of, or additions to this Agreement shall be valid unless the same
shall be in writing and signed by both of the parties.
10. NOTICES. All notices, requests, demands, and other communications
required or permitted under this Agreement shall be in writing and shall be
deemed to have been duly given and made upon being delivered either by courier
or fax delivery to the party for whom it is intended, provided that a copy
thereof is deposited, postage prepaid, certified or registered mail, return
receipt requested, in the United States mail, bearing the address shown in this
Section for, or such other address as may be designated in writing hereafter by,
such party:
(i) If to the Company: Brooks Fibers Properties, Inc.
425 Woods Mill Road South
Suite 300
St. Louis, Missouri 63017
Attention: James C. Allen
Vice Chairman and Chief Executive
Officer
Telephone: (314) 878-1616
Facsimile: (314) 579-4654
with a copy to: Bryan Cave LLP
211 North Broadway, Suite 3600
St. Louis, Missouri 63102-2750
Attention: John P. Denneen
Telephone: (314) 259-2265
Facsimile: (314) 259-2020
3
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(ii) If to the Shareholder: Ronald H. VanderPol
2855 Oak Industrial Drive NE
Grand Rapids, MI 49506
Telephone: (616) 224-5000
Facsimile: (616) 224-5108
with a copy to: Richard Postma
Miller, Johnson, Snell & Cummiskey
800 Calder Plaza Building
Grand Rapids, Michigan 49503
Telephone: (616) 459-8311
Facsimile: (616) 459-6708
11. SEVERABILITY. If any provision of this Agreement shall be
determined to be contrary to law and unenforceable by any court of law, the
remaining provisions shall be severable and enforceable in accordance with
their terms to the fullest extent permitted by applicable law.
12. COUNTERPARTS. This Agreement may be executed in one or more
identical counterparts, each of which shall be deemed an original but all of
which together will constitute one and the same instrument.
13. HEADINGS; INTERPRETATION. The article and section headings
contained in this Agreement are inserted for convenience only and shall not
affect in any way the meaning or interpretation of the Agreement. All parties
hereto have participated substantially in the negotiation and drafting of this
Agreement and each party hereby disclaims any defense or assertion in any
litigation or arbitration that any ambiguity herein should be construed against
the draftsman.
14. GOVERNING LAW. This Agreement shall be governed by and
construed and interpreted in accordance with the substantive laws of the State
of Missouri without reference to its principles of choice of law.
IN WITNESS WHEREOF, the parties hereto have executed this Option
Agreement as of the day and year first above written.
BROOKS FIBER PROPERTIES, INC.
By: James C. Allen
-----------------------------------------
James C. Allen
Vice Chairman and Chief Executive Officer
-----------------------------------------
RONALD H. VANDERPOL
4
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(ii) If to the Shareholder: Ronald H. VanderPol
2855 Oak Industrial Drive NE
Grand Rapids, MI 49506
Telephone: (616) 224-5000
Facsimile: (616) 224-5108
with a copy to: Richard Postma
Miller, Johnson, Snell & Cummiskey
800 Calder Plaza Building
Grand Rapids, MI 49503
Telephone: (616) 459-8311
Facsimile: (616) 459-6708
11. SEVERABILITY. If any provision of this Agreement shall be
determined to be contrary to law and unenforceable by any court of law, the
remaining provisions shall be severable and enforceable in accordance with
their terms to the fullest extent permitted by applicable law.
12. COUNTERPARTS. This Agreement may be executed in one or more
identical counterparts, each of which shall be deemed an original but all of
which together will constitute one and the same instrument.
13. HEADINGS; INTERPRETATION. The article and section headings
contained in this Agreement are inserted for convenience only and shall not
affect in any way the meaning or interpretation of the Agreement. All parties
hereto have participated substantially in the negotiation and drafting of this
Agreement and each party hereby disclaims any defense or assertion in any
litigation or arbitration that any ambiguity herein should be construed against
the draftsman.
14. GOVERNING LAW. This Agreement shall be governed by and
construed and interpreted in accordance with the substantive laws of the State
of Missouri without reference to its principles of choice of law.
IN WITNESS WHEREOF, the parties hereto have executed this Option
Agreement as of the day and year first above written.
BROOKS FIBER PROPERTIES, INC.
By:
--------------------------------------------
James C. Allen
Vice Chairman and Chief Executive Officer
Ronald H. VanderPol
--------------------------------------------
RONALD H. VANDERPOL
4
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ATTACHMENT A
DEMAND REGISTRATION RIGHTS
Subject to the limitations on Demand Registrations contained in Section
2 of the Company's Amended and Restated Registration Rights Agreement, dated as
of June 15, 1995, the Shareholder may at any time after the earlier to occur of
(A) January 31, 1997, or (B) the IPO Closing Date, give the Company a written
request for a demand registration of all or any part of (but not less than
20%) of his Shares on the terms provided in such Registration Rights Agreement.
The Registration Expenses of such demand registration shall be borne by
the Company as provided in Section 7 of such Registration Rights Agreement.
5
