<PAGE>
Page 1 of 15
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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
------------
Amendment No. 4
to
SCHEDULE 13D
Under the Securities Exchange Act of 1934
IPC Information Systems, Inc.
(Name of Issuer)
Common Stock
$.01 par value
(Title of Class of Securities)
------------
44980K107
(CUSIP Number)
Cable Systems Holding, LLC
(Name of Person Filing Statement)
Philip H. Werner, Esq.
Morgan, Lewis & Bockius LLP
101 Park Avenue
New York, New York 10178
Tel. No.: 212-309-6000
(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)
April 8, 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(e), (f) or (g), check the following
box / /.
NOTE: Schedules filed in paper format shall include a signed original and five
copies of the Schedule, including all exhibits. See Rule 13d-7(b) 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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CUSIP No. 44980K107 13D Page 2 of 15
1 NAME OF REPORTING PERSONS
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS
Cable Systems Holding, LLC ("CSH LLC")
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) / /
(b) /X/
3 SEC USE ONLY
4 SOURCE OF FUNDS*
OO
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT
TO ITEM 2(d) or 2(e) / /
6 CITIZENSHIP OR PLACE OF ORGANIZATION
DE
7 SOLE VOTING POWER
NUMBER OF 4,829,584
SHARES
BENEFICIALLY 8 SHARED VOTING POWER
OWNED BY
EACH 0
REPORTING 9 SOLE DISPOSITIVE POWER
PERSON WITH
4,829,584
10 SHARED DISPOSITIVE POWER
0
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
4,829,584
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES* / /
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
59.80%
14 TYPE OF REPORTING PERSON*
OO
*SEE INSTRUCTIONS BEFORE FILLING OUT!
NY02B/66361.2
<PAGE>
CUSIP No. 44980K107 13D Page 3 of 15
1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Cable Systems Holding Company
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) / /
(b) /X/
3 SEC USE ONLY
4 SOURCE OF FUNDS*
Not applicable
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT
TO ITEM 2(d) or 2(e) / /
6 CITIZENSHIP OR PLACE OF ORGANIZATION
DE
7 SOLE VOTING POWER
NUMBER OF 0
SHARES
BENEFICIALLY 8 SHARED VOTING POWER
OWNED BY
EACH 0
REPORTING 9 SOLE DISPOSITIVE POWER
PERSON WITH
0
10 SHARED DISPOSITIVE POWER
0
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
0
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES* / /
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
0%
14 TYPE OF REPORTING PERSON*
CO
*SEE INSTRUCTIONS BEFORE FILLING OUT!
<PAGE>
CUSIP No. 44980K107 13D Page 4 of 15
1 NAME OF REPORTING PERSONS
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS
Cable Systems International, Inc.
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) / /
(b) /X/
3 SEC USE ONLY
4 SOURCE OF FUNDS*
Not applicable
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT
TO ITEM 2(d) or 2(e) / /
6 CITIZENSHIP OR PLACE OF ORGANIZATION
DE
7 SOLE VOTING POWER
NUMBER OF 0
SHARES 8 SHARED VOTING POWER
BENEFICIALLY
OWNED BY 0
EACH 9 SOLE DISPOSITIVE POWER
REPORTING
PERSON WITH 0
10 SHARED DISPOSITIVE POWER
0
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
0
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES* / /
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
0 %
14 TYPE OF REPORTING PERSON*
CO
*SEE INSTRUCTIONS BEFORE FILLING OUT!
<PAGE>
CUSIP No. 44980K107 13D Page 5 of 15
1 NAME OF REPORTING PERSONS
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS
Peter A. Woog
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) / /
(b) /X/
3 SEC USE ONLY
4 SOURCE OF FUNDS*
Not applicable
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT
TO ITEM 2(d) or 2(e) / /
6 CITIZENSHIP OR PLACE OF ORGANIZATION
US
7 SOLE VOTING POWER
NUMBER OF 4,000
SHARES
BENEFICIALLY 8 SHARED VOTING POWER
OWNED BY
EACH 0
REPORTING 9 SOLE DISPOSITIVE POWER
PERSON WITH
4,000
10 SHARED DISPOSITIVE POWER
0
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
4,000
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES* /X/
Excludes 4,829,584 shares owned directly by CSH LLC.
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
Less than 1%
14 TYPE OF REPORTING PERSON*
IN
*SEE INSTRUCTIONS BEFORE FILLING OUT!
<PAGE>
CUSIP No. 44980K107 13D Page 6 of 15
1 NAME OF REPORTING PERSONS
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS
Woog Family Limited Partnership
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) / /
(b) /X/
3 SEC USE ONLY
4 SOURCE OF FUNDS*
Not applicable
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT
TO ITEM 2(d) or 2(e) / /
6 CITIZENSHIP OR PLACE OF ORGANIZATION
US
7 SOLE VOTING POWER
NUMBER OF 0
SHARES
BENEFICIALLY 8 SHARED VOTING POWER
OWNED BY
EACH 0
REPORTING 9 SOLE DISPOSITIVE POWER
PERSON WITH
0
10 SHARED DISPOSITIVE POWER
0
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
0
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES* /X/
Excludes 4,829,584 shares held directly by CSH LLC.
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
0%
14 TYPE OF REPORTING PERSON*
PN
*SEE INSTRUCTIONS BEFORE FILLING OUT!
<PAGE>
This Amendment No. 4 amends the Schedule 13D and each of
Amendment No.1, Amendment No. 2 and Amendment No. 3 thereto filed by CSH LLC,
Cable Systems Holding Company Cable Systems International, Inc., Peter A. Woog,
the Woog Family Limited Partnership, David Kirby, John O'Mara and Arizona
Acquisition Corp. on December 29, 1997, December 30, 1997, April 27, 1998 and
May 22, 1998, respectively. Information in prior amendments and the original
Schedule 13D remains in effect except to the extent that it is superseded by the
information contained in this Amendment No. 4. Information given in response to
each item shall be deemed incorporated by reference in all other items.
ITEM 1. SECURITY AND ISSUER.
The class of equity securities to which this statement relates
is the common stock, $0.01 par value per share (the "Shares"), of IPC
Information Systems, Inc., a Delaware corporation ("IPC" or the "Company"). The
principal executive offices of IPC Information Systems, Inc. are located at 88
Pine Street, New York, New York 10005.
ITEM 2. IDENTITY AND BACKGROUND.
This Schedule 13D is being filed jointly on behalf of the
following persons (collectively, the "Reporting Persons"): (i) Cable Systems
Holding, LLC, a Delaware limited liability company ("CSH LLC"); (ii) Cable
Systems Holding Company, a Delaware corporation ("CSH"); (iii) Cable Systems
International, Inc., a Delaware corporation ("CSI"); (iv) Peter A. Woog
("Woog"); and (v) the Woog Family Limited Partnership (the "Woog Partnership").
CSH LLC is a Delaware limited liability company which engages
in certain telecommunication businesses through its subsidiaries.
CSH, a majority owned subsidiary of CSH LLC, is a Delaware
corporation which owns 100% of the outstanding capital stock of CSI (see
description below) and a majority of the capital stock of LoDan Electronics
Incorporated ("LoDan"), a leading edge supplier of high-quality,
high-performance cable assemblies and electronic sub-assemblies to a number of
the world's largest electronic and communications equipment providers.
CSI, a wholly-owned subsidiary of CSH, is a Delaware
corporation which manufactures a wide variety of copper telephone cable, outside
telephone wire and inside (or premises) wire products, ranging in size from a
single twisted pair wire to a 4,200 pair cable.
The Woog Partnership is an Arizona limited partnership of
which Woog is the general partner, which owns certain securities of CSH LLC.
The name, business address, citizenship, present principal
occupation or employment and the name and business address of any corporation or
organization in which each such employment is conducted of each executive
officer or member of the Board of Directors of CSH LLC, CSI and CSH are set
forth on Schedules A through C, respectively, attached hereto.
The business address of the Woog Partnership is c/o Peter A.
Woog, General Partner, c/o Cable Systems International, Inc., 505 North 51st
Avenue, Phoenix, Arizona 85043-2701.
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Woog's business address is c/o Cable Systems International,
Inc., 505 North 51st Avenue, Phoenix, Arizona 85043-2701. Woog is a U.S.
citizen. His present principal occupation is President and Chief Executive
Officer of CSI and CSH and Manager of CSH LLC. He serves as Chairman of the
Board of Directors of IPC and is a director of CSH, CSI, LoDan, the Arizona
Association of Industries and the Samaritan Health System.
In addition, members of CSH LLC holding certain classes of
securities are entitled to exercise jointly decision-making authority with
respect to 4,829,584 Shares held by CSH LLC. Information with respect to such
persons is also set forth on Schedule A hereto.
During the past five (5) years, neither any of the Reporting
Persons nor, to the best knowledge of any of the Reporting Persons, any of the
other persons listed on Schedules A through C attached hereto, has been (i)
convicted in a criminal proceeding (excluding traffic violations or similar
misdemeanors) or (ii) a party to a civil proceeding of a judicial or
administrative body of competent jurisdiction and as a result of such proceeding
was or is subject to a judgment, decree or final order enjoining future
violations of, or prohibiting or mandating activities subject to United States
federal or state securities laws or finding any violation with respect to such
laws.
ITEM 3. SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION.
On April 8, 1999, CSH LLC purchased 1,420,000 Shares from CSI
for a total purchase price of $15,023,600, which proceeds were derived from
capital contributions to CSH LLC by Citicorp Venture Capital, Ltd., a New York
corporation.
See Item 4 below for a description of the Securities Purchase
Agreements, dated as of April 8, 1999, by and between CSI and each of CSH LLC
and Allegra Capital Partners III, L.P. (formerly known as Lawrence, Smith &
Horey III, L.P. ("ACP")) (collectively, the "Purchase Agreements").
ITEM 4. PURPOSE OF TRANSACTION.
The transactions set forth herein resulted from the
decision of the Board of Directors of CSI to dispose of CSI's equity
investment in CSI.
On April 8, 1999, CSI and CSH LLC entered into a Securities
Purchase Agreement (the "CSH LLC Purchase Agreement," a copy of which is
attached hereto as Exhibit 2 and is incorporated herein by reference), and CSI
and ACP entered into a Securities Purchase Agreement (the "ACP Purchase
Agreement," a copy of which is attached hereto as Exhibit 3 and is incorporated
herein by reference).
The CSH LLC Purchase Agreement provided for the purchase by
CSH LLC of 1,420,000 Shares from CSI for a total purchase price of
$15,023,600 (the "CSH LLC Purchase"). The CSH LLC Purchase was approved by
the Board of Directors of CSI and by the required IPC members of CSH LLC (as
set forth on Schedule A attached hereto) on April 8, 1999 (the "Closing
Date").
The ACP Purchase Agreement provided for the purchase by CSH
LLC of 96,190 Shares from CSI for a total purchase price of $1,017,690.20
(the "ACP Purchase" and together with the CSH LLC Purchase, the "Purchases").
The ACP Purchase was approved by the Board of Directors of CSI and by the
general partner of ACP on the Closing Date.
The Reporting Persons entered into an Amended and Restated
Investors Agreement, dated as of April 9, 1998, with Richard Kleinknecht, David
Walsh, Anthony Servidio and ACP (the "Investors Agreement," a copy of which was
previously filed with the Securities and Exchange
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<PAGE>
Commission (the "SEC") as Exhibit 3 to Amendment No. 2 to this Schedule 13D on
April 27, 1998, and is incorporated herein by reference as Exhibit 4). As a
result of the Investors Agreement, the Reporting Persons may constitute a group
with Messrs. Kleinknecht, Walsh and Servidio and ACP.
All figures contained in this Amendment No. 4 have been
adjusted to reflect a 2-for-1 stock split which ocurred on or about June 24,
1998.
As a result of the Purchases on April 8, 1999, 4,829,584
Shares, representing approximately 59.80% of the outstanding voting securities
of the Company, are held by CSH LLC, 381,904 Shares, representing approximately
4.73% of the outstanding voting securities of the Company, are held by ACP, and
2,864,700 Shares, representing of the outstanding voting securities of the
Company, are held by the public shareholders, including Richard P. Kleinknecht
(who separately has filed a Schedule 13D (and amendments thereto) with the SEC
with respect to his beneficial ownership in the Company).
After giving effect to the Purchases, CSH LLC controls IPC.
CSH LLC may from time to time effect acquisitions in the open market.
ITEM 5. INTEREST IN SECURITIES OF THE ISSUER.
The information set forth in Items 7-13 of each of the cover
sheets filed herewith is incorporated by reference in response to this Item.
By virtue of the CSH LLC Purchase, CSH LLC beneficially owned
4,829,584 Shares, representing approximately 59.80% of the outstanding voting
securities of the Company, on the Closing Date. As described in Schedule A
attached hereto, decision-making with respect to these Shares is controlled by
three members of CSH LLC, acting by majority vote. Each of Woog and the Woog
Partnership owns 0% of the voting interests in CSH LLC attributable to IPC.
Accordingly, the reported beneficial ownership of Woog and the Woog Partnership
excludes these Shares.
From and after the time of the Purchases, CSI, CSH, Woog and
the Woog Partnership are not beneficial owners of more than five percent of the
outstanding class of Shares, and therefore such persons are no longer Reporting
Persons. See also Schedule A attached hereto.
ITEM 6. CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR
RELATIONSHIPS WITH RESPECT TO SECURITIES OF THE ISSUER.
Except for the agreements described in the response to Item
4, and except as disclosed previously in the original Schedule 13D and
Amendments Nos. 1, 2 and 3 thereto, as filed by Cable Systems Holding, LLC,
Cable Systems Holding Company, Cable Systems International, Inc., Peter A.
Woog, the Woog Family Limited Partnership, David Kirby, John O'Mara and
Arizona Acquisition Corp. with the SEC on December 29, 1997, December 30,
1997, April 27, 1998 and May 22, 1998, respectively, to the best knowledge of
the Reporting Persons, there are no contracts, arrangements, understandings
or relationships (legal or otherwise) between the persons enumerated in Item
2, and any other person, with respect to any securities of IPC, including,
but not limited to, transfer or voting
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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.
Exhibit 1: Joint Filing Agreement among the Reporting Persons.
Exhibit 2: Securities Purchase Agreement, dated as of April 8,
1999, by and between Cable Systems International, Inc. and Cable Systems
Holding, LLC.
Exhibit 3: Securities Purchase Agreement, dated as of April 8,
1999, by and between Cable Systems International, Inc. and Allegra Capital
Partners II, L.P.
Exhibit 4: Amended and Restated Investors Agreement, dated as
of April 9, 1998, by and among Cable Systems Holding, LLC, Cable Systems
International, Inc., Richard Kleinknecht, David Walsh, Anthony Servidio and
Allegra Capital Partners III, L.P. (formerly known as Lawrence, Smith & Horey
III, L.P.) (incorporated by reference to Amendment No. 2 to Schedule 13D as
filed with the SEC on April 27, 1998).
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SIGNATURES
After reasonable inquiry and to the best knowledge and belief
of the undersigned, the undersigned certifies that the information set forth in
this statement is true, complete and correct.
Date: April 14, 1999
Cable Systems Holding, LLC
By: /s/ Bruce Burkett
-------------------
Name: Bruce Burkett
Title: Manager
After reasonable inquiry and to the best knowledge and belief of the
undersigned, the undersigned certifies that the information set forth in this
statement is true, complete and correct.
Date: April 14, 1999
Cable Systems Holding Company
By: /s/ Peter A. Woog
-------------------
Name: Peter A. Woog
Title: President & CEO
After reasonable inquiry and to the best knowledge and belief
of the undersigned, the undersigned certifies that the information set forth in
this statement is true, complete and correct.
Date: April 14, 1999
Cable Systems International, Inc.
By: /s/ Peter A. Woog
-------------------
Name: Peter A. Woog
Title: President & CEO
After reasonable inquiry and to the best knowledge and belief
of the undersigned, the undersigned certifies that the information set forth in
this statement is true, complete and correct.
Date: April 14, 1999
/s/ Peter A. Woog
-------------------
Name: Peter A. Woog
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<PAGE>
After reasonable inquiry and to the best knowledge and belief
of the undersigned, the undersigned certifies that the information set forth in
this statement is true, complete and correct.
Date: April 14, 1999
Woog Family Limited Partnership
By: /s/ Peter A. Woog
-------------------
Name: Peter A. Woog
Title: General Partner
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<PAGE>
Schedule A
Managers
of
Cable Systems Holding, LLC
The names and titles of the Managers of Cable Systems Holding,
LLC ("CSH LLC") and their business addresses and principal occupations are set
forth below. If no address is given, the Manager's business address is that of
CSH LLC at 505 North 51st Avenue, Phoenix, Arizona 85043-2701. Unless otherwise
indicated, each occupation set forth opposite an individual's name refers to CSH
LLC and each individual is a United States citizen.
Name, Business Address Present Principal Occupation
- -------------------------- -----------------------------------
Peter A. Woog Manager; President and Chief Executive Officer
of Cable Systems International Inc.; President
and Chief Executive Officer of Cable Systems
Holding Company
Bruce Burkett Manager; Secretary, Treasurer and Chief
Financial Officer of Cable Systems International,
Inc.; Secretary, Treasurer and Chief Financial
Officer of Cable Systems Holding Company
Members of CSH LLC with authority to make decisions regarding
4,829,584 shares of IPC Common Stock held by CSH LLC:
Name, Business Address Present Principal Occupation
- -------------------------- -----------------------------------
David Kirby Private Investor/Consultant
24 Father Peter's Lane
New Canaan, CT 06840
John O'Mara Private Investor/Consultant
623 Lake Avenue
Greenwich, CT 06830
Citicorp Venture Capital, Ltd. A wholly-owned subsidiary of Citibank, N.A.,
399 Park Avenue, 14th Floor a national banking association, which, in turn,
New York, NY 10043 is a wholly-owned subsidiary of Citicorp, a
Delaware corporation
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<PAGE>
Schedule B
Executive Officers and Directors
of
Cable Systems Holding Company
The names of the Directors and the names and titles of the
Executive Officers of Cable Systems Holding Company ("CSH") and their business
addresses and principal occupations are set forth below. If no address is given,
the Director's or Executive Officer's business address is that of CSH at 505
North 51st Avenue, Phoenix, Arizona 85043-2701. Unless otherwise indicated, each
occupation set forth opposite an individual's name refers to CSH and each
individual is a United States citizen.
Name, Business Address Present Principal Occupation
- -------------------------- -----------------------------------
Peter A. Woog* President and Chief Executive Officer; President
and Chief Executive Officer of Cable Systems
International, Inc.; Manager of Cable Systems
Holding, LLC.
Bruce Burkett* Secretary, Treasurer and Chief Financial Officer;
Secretary, Treasurer and Chief Financial Officer
of Cable Systems International, Inc.; Manager of
Cable Systems Holding, LLC
------------------
* Director
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<PAGE>
Schedule C
Executive Officers and Directors
of
Cable Systems International, Inc.
The names of the Directors and the names and titles of the
Executive Officers of Cable Systems International, Inc. ("CSI") and their
business addresses and principal occupations are set forth below. If no address
is given, the Director's or Executive Officer's business address is that of CSI
at 505 North 51st Avenue, Phoenix, Arizona 85043-2701. Unless otherwise
indicated, each occupation set forth opposite an individual's name refers to CSI
and each individual is a United States citizen.
Name, Business Address Present Principal Occupation
- ------------------------- -----------------------------------
Peter A. Woog* President and Chief Executive Officer; President
and Chief Executive Officer of Cable Systems
Holding Company; Manager of Cable Systems
Bruce Burkett* Holding, LLC
Secretary, Treasurer and Chief Financial Officer;
Secretary, Treasurer and Chief Financial Officer
of Cable Systems Holding Company; Manager of
Cable Systems Holding, LLC
------------------
* Director
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<PAGE>
EXHIBIT 1
Joint Filing Agreement
In accordance with Rule 13d-1(f) under the Securities Exchange Act of
1934, as amended, each of the persons named below agrees to the joint filing of
a Statement on Schedule 13D (including amendments thereto) with respect to the
common stock, par value $0.01, of IPC Information Systems, Inc., a Delaware
corporation, and further agrees that this Joint Filing Agreement be included as
an exhibit to such filings provided that, as contemplated by Section
13d-1(f)(1)(ii), no person shall be 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. This
Joint Filing may be executed in any number of counterparts, all of which
together shall constitute one and the same instrument.
Cable Systems Holding, LLC Woog Family Limited Partnership
By: /s/ Bruce Burkett By: /s/ Peter A. Woog
--------------------------------- -------------------------------
Name: Bruce Burkett Name: Peter A. Woog
Title: Manager Title: General Partner
Cable Systems Holding Company Cable Systems International, Inc.
By: /s/ Peter A. Woog By: /s/ Peter A. Woog
--------------------------------- -------------------------------
Name: Peter A. Woog Name: Peter A. Woog
Title: President & CEO Title: President and CEO
/s/ Peter A. Woog
- ---------------------------
Name: Peter A. Woog
<PAGE>
EXHIBIT 2
SECURITIES PURCHASE AGREEMENT
SECURITIES PURCHASE AGREEMENT ("AGREEMENT") dated as of April 8, 1999,
between CABLE SYSTEMS INTERNATIONAL INC., a Delaware corporation ("CSI") and
CABLE SYSTEMS HOLDING, LLC, a Delaware limited liability company ("PURCHASER").
RECITALS
WHEREAS, CSI owns 1,516,190 shares of the Common Stock, par value
$0.01 (the "COMMON STOCK"), of IPC Information Systems, Inc. ("IPC"), and
Purchaser desires to purchase from CSI, and CSI desires to sell to Purchaser,
1,420,000 shares of the Common Stock (the "SHARES").
NOW, THEREFORE, in consideration of the agreements, representations
and warranties contained in this Agreement, and for other good and valuable
consideration, the receipt and sufficiency of which are hereby acknowledged, the
parties hereto agree as follows:
1. PURCHASE AND SALE OF THE SHARES.
(a) PURCHASE AND SALE. Subject to the terms and conditions of
this Agreement, at the Closing (defined below), CSI will sell, assign, transfer
and convey to Purchaser the Shares, free and clear of all liens, claims and
encumbrances. In consideration of the foregoing, subject to the terms and
conditions of this Agreement, at Closing, Purchaser shall pay to CSI a purchase
price of $10.58 for each share Common Stock for a total purchase price for the
Shares of $15,023,600.00 (the "PURCHASE PRICE"). At the Closing, the Purchaser
shall pay the Purchase Price by wire transfer of immediately available funds to
an account of CSI designated by CSI.
2. THE CLOSING.
(a) The closing of the purchase and sale of the Shares (the
"CLOSING") will take place on the first business day in which all of the
conditions set forth in Section 3 hereof are satisfied or are capable of
satisfaction, or at such other date and time as the parties hereto mutually
agree. The date on which the Closing occurs is referred to herein as the
"CLOSING DATE."
(b) At the Closing, CSI shall deliver to Purchaser certificates
evidencing the Shares together with duly executed stock powers.
3. CONDITIONS.
<PAGE>
(a) The obligations of CSI hereunder are subject to the
satisfaction of the following conditions: (i) that certain Amendment No. 7 and
Waiver No. 7 to the Credit Agreement dated as of October 4, 1996 by and among
CSI, Cable Systems Holding Company, Merrill Lynch & Co., NationsBank of Texas,
N.A. and the other Lenders named therein, as amended, shall be effective, (ii)
all required action under that certain First Amended and Restated Limited
Liability Company Agreement of Cable Systems Holding, LLC dated as of April 30,
1998 necessary to permit the transactions contemplated hereby shall having been
taken, and (iii) the concurrent closing of the transactions contemplated by the
Securities Purchase Agreement dated the date hereof between Purchaser and
Citicorp Venture Capital, Ltd.
(b) CSI and Purchaser agree to use their best efforts to ensure
that the events set forth in Section 3(a) are satisfied as soon as practicable
after the date hereof.
4. REPRESENTATIONS AND WARRANTIES OF CSI. CSI hereby represents and
warrants to Purchaser as follows:
(a) At the Closing, CSI will be the record and beneficial owner
of the Shares, and CSI will have and will convey to Purchaser good title to the
Shares, free and clear of any lien, security interest, restriction, encumbrance
or claim.
Except for the foregoing representation and warranty, CSI makes
no other representation or warranty of any kind regarding the Shares, IPC or
IPC's business.
5. REPRESENTATIONS AND WARRANTIES OF PURCHASER. Purchaser represents
and warrants to CSI as follows:
(a) Purchaser is acquiring the Shares for the purpose of
investment and not with a view to, or for resale in connection with, the
distribution thereof, and not with any present intention of distributing such
Shares. The Shares were offered and sold to the undersigned directly and not by
any form of general solicitation or general advertising.
(b) Purchaser is an "accredited investor" as such term is defined
in Rule 501 (a) of Regulation D promulgated under the Securities Act of 1933, as
amended (the "SECURITIES ACT").
(c) Purchaser understands that the sale of the Shares by CSI to
Purchaser has not been registered under the Securities Act or any state or
foreign securities law, and the Shares must be held indefinitely unless
subsequently transferred in a transaction registered under the Securities Act or
state securities law or unless exemptions from such registration become or are
available.
(d) Purchaser is financially able to hold the Shares for
long-term investment, believes that the nature and number of the Shares are
consistent with its overall
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<PAGE>
investment program and financial position, and recognizes that there are
substantial risks involved in the purchase of the Shares.
(e) Purchaser confirms that (i) it is familiar with the business
of IPC, (ii) has had the opportunity to ask questions of CSI and IPC and to
obtain (and its has received to its satisfaction) such information about the
business and financial condition of IPC as it has reasonably requested and (iii)
it has such knowledge and experience in financial and business matters that it
is capable of evaluation the merits and risks of the prospective investment in
the Shares.
(f) In formulation a decision to enter into this Agreement,
Purchaser has relied solely upon (i) the provisions of this Agreement and (ii)
an independent investigation of IPC's business and upon consultation with its
legal and financial advisors with respect to this Agreement and the nature of
the investment; and that in entering into this Agreement no reliance was placed
by Purchaser upon any representations or warranties other than those contained
in Section 4(a) of this Agreement.
6. MISCELLANEOUS.
(a) SEVERABILITY. The invalidity, illegality or unenforceability
of one or more of the provisions of this Agreement in any jurisdiction shall not
affect the validity, legality or enforceability of the remainder of this
Agreement in such jurisdiction or the validity, legality or enforceability of
this Agreement, including any such provision, in any other jurisdiction, it
being intended that all rights and obligations of the parties hereunder shall be
enforceable to the fullest extent permitted by law.
(b) AMENDMENT. This Agreement may be amended, modified or
supplemented only by a written instrument executed by the parties hereto.
(c) ENTIRE AGREEMENT. This Agreement supersedes all prior
discussions and agreements between the parties with respect to the subject
matter hereof and contains the sole and entire agreement between the parties
hereto with respect to the subject matter hereof (other than as may be agreed by
Purchaser and CSI in any written agreement entered into after the date hereof).
(d) NO THIRD PARTY BENEFICIARIES. The terms and provisions of
this Agreement are intended solely for the benefit of each party hereto and
their respective successors and assigns, and it is not the intention of the
parties to confer, and no provision hereof shall confer, third-party beneficiary
rights upon any other person.
(e) HEADINGS. The headings used in this Agreement have been
inserted for convenience of reference only and do not define or limit the
provisions hereof.
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(f) FACSIMILES. This Agreement and any signed agreement or
instrument entered into in connection with this Agreement, and any amendments
hereto or thereto, to the extent signed and delivered by means of a facsimile
machine, shall be treated in all manner and respects as an original agreement or
instrument and shall be considered to have the same binding effect as if it were
the original signed version thereof delivered in person. At the request of any
party hereto or to any such agreement or instrument, each other party hereto or
thereto shall re-execute original forms thereof and deliver them to all other
parties. No party hereto or to any such agreement or instrument shall raise the
use of a facsimile machine to deliver a signature or the fact that any signature
or agreement or instrument was transmitted or communicated through the use of a
facsimile machine as a defense to the formation of a contract and each such
party forever waives any such defense.
(g) GOVERNING LAW. This Agreement shall be governed and construed
in accordance with the laws of the State of New York, without giving effect to
any choice of law or conflict of law provision or rule that would cause the
application of the laws of any jurisdiction other than the State of New York.
(h) COUNTERPARTS. This Agreement may be executed in any number of
counterparts, each of which will be deemed an original, but all of which
together will constitute one and the same instrument.
[Signature Page Follows]
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<PAGE>
IN WITNESS WHEREOF, this Agreement has been duly executed and
delivered by Purchaser and by CSI as of the date and year first above written.
CABLE SYSTEMS INTERNATIONAL INC.
By:/s/ Peter A. Woog
------------------------------------
Name: Peter A. Woog
Title: President
CABLE SYSTEMS HOLDING, LLC
By: /s/ Bruce R. Burkett
------------------------------------
Name: Bruce R. Burkett
Title: Manager
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<PAGE>
EXHIBIT 3
SECURITIES PURCHASE AGREEMENT
SECURITIES PURCHASE AGREEMENT ("AGREEMENT") dated as of April 8, 1999,
between CABLE SYSTEMS INTERNATIONAL INC., a Delaware corporation ("CSI") and
Allegra Capital Partners III, L.P. (formerly known as Lawrence, Smith & Horey
III, L.P., a Delaware limited partnership ("PURCHASER").
RECITALS
WHEREAS, CSI owns 1,516,190 shares of the Common Stock, par value
$0.01 (the "COMMON STOCK"), of IPC Information Systems, Inc. ("IPC"), and
Purchaser desires to purchase from CSI, and CSI desires to sell to Purchaser,
96,190 shares of the Common Stock (the "SHARES").
NOW, THEREFORE, in consideration of the agreements, representations
and warranties contained in this Agreement, and for other good and valuable
consideration, the receipt and sufficiency of which are hereby acknowledged, the
parties hereto agree as follows:
1. PURCHASE AND SALE OF THE SHARES.
(a) PURCHASE AND SALE. Subject to the terms and conditions of
this Agreement, at the Closing (defined below), CSI will sell, assign, transfer
and convey to Purchaser the Shares, free and clear of all liens, claims and
encumbrances. In consideration of the foregoing, subject to the terms and
conditions of this Agreement, at Closing Purchaser shall pay to CSI a purchase
price of $10.58 for each share Common Stock for a total purchase price for the
Shares of $1,017,690.20 (the "PURCHASE PRICE"). At the Closing, the Purchaser
shall pay the Purchase Price by wire transfer of immediately available funds to
an account of CSI designated by CSI.
2. THE CLOSING.
(a) The closing of the purchase and sale of the Shares (the
"CLOSING") will take place on the first business day in which all of the
conditions set forth in Section 3 hereof are satisfied or are capable of
satisfaction, or at such other date and time as the parties hereto mutually
agree. The date on which the Closing occurs is referred to herein as the
"CLOSING DATE."
(b) At the Closing, CSI shall deliver to Purchaser certificates
evidencing the Shares together with duly executed stock powers.
<PAGE>
3. CONDITIONS.
(a) CSI's obligations hereunder are subject to satisfaction of
the following conditions: (i) that certain Amendment No. 7 and Waiver No. 7 to
that certain Credit Agreement dated as of October 4, 1996 by and among CSI,
Cable Systems Holding Company, Merrill Lynch & Co., NationsBank of Texas, N.A.
and the other Lenders named therein, as amended, shall be effective, and (ii)
that certain Waiver and Consent Agreement among IPC, CSI, Purchaser and certain
other person named therein shall be effective.
(b) CSI and Purchaser agree to use their best efforts to ensure
that the events set forth in Section 3(a) are satisfied as soon as practicable
after the date hereof.
4. REPRESENTATIONS AND WARRANTIES OF CSI. CSI hereby represents and
warrants to Purchaser as follows:
(a) At the Closing, CSI will be the record and beneficial owner
of the Shares, and CSI will have and will convey to Purchaser good title to the
Shares, free and clear of any lien, security interest, restriction, encumbrance
or claim. CSI acquired the Shares on April 30, 1998.
Except for the foregoing representation and warranty, CSI makes
no other representation or warranty of any kind regarding the Shares, IPC or
IPC's business.
5. REPRESENTATIONS AND WARRANTIES OF PURCHASER. Purchaser represents
and warrants to CSI as follows:
(a) Purchaser is acquiring the Shares for the purpose of
investment and not with a view to, or for resale in connection with, the
distribution thereof, and not with any present intention of distributing such
Shares. The Shares were offered and sold to the undersigned directly and not by
any form of general solicitation or general advertising.
(b) Purchaser is an "accredited investor" as such term is defined
in Rule 501 (a) of Regulation D promulgated under the Securities Act of 1933, as
amended (the "SECURITIES ACT").
(c) Purchaser understands that the sale of the Shares by CSI to
Purchaser has not been registered under the Securities Act or any state or
foreign securities law, and the Shares must be held indefinitely unless
subsequently transferred in a transaction registered under the Securities Act or
state securities law or unless exemptions from such registration become or are
available.
(d) Purchaser is financially able to hold the Shares for
long-term investment, believes that the nature and number of the Shares are
consistent with its overall
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<PAGE>
investment program and financial position, and recognizes that there are
substantial risks involved in the purchase of the Shares.
(e) Purchaser confirms that (i) it is familiar with the business
of IPC, (ii) has had the opportunity to ask questions of CSI and IPC and to
obtain (and its has received to its satisfaction) such information about the
business and financial condition of IPC as it has reasonably requested and (iii)
it has such knowledge and experience in financial and business matters that it
is capable of evaluation the merits and risks of the prospective investment in
the Shares.
(f) In formulation a decision to enter into this Agreement,
Purchaser has relied solely upon (i) the provisions of this Agreement and (ii)
an independent investigation of IPC's business and upon consultation with its
legal and financial advisors with respect to this Agreement and the nature of
the investment; and that in entering into this Agreement no reliance was placed
by Purchaser upon any representations or warranties other than those contained
in Section 4(a) of this Agreement.
6. MISCELLANEOUS.
(a) SEVERABILITY. The invalidity, illegality or unenforceability
of one or more of the provisions of this Agreement in any jurisdiction shall not
affect the validity, legality or enforceability of the remainder of this
Agreement in such jurisdiction or the validity, legality or enforceability of
this Agreement, including any such provision, in any other jurisdiction, it
being intended that all rights and obligations of the parties hereunder shall be
enforceable to the fullest extent permitted by law.
(b) AMENDMENT. This Agreement may be amended, modified or
supplemented only by a written instrument executed by the parties hereto.
(c) ENTIRE AGREEMENT. This Agreement supersedes all prior
discussions and agreements between the parties with respect to the subject
matter hereof and contains the sole and entire agreement between the parties
hereto with respect to the subject matter hereof (other than as may be agreed by
Purchaser and CSI in any written agreement entered into after the date hereof).
(d) NO THIRD PARTY BENEFICIARIES. The terms and provisions of
this Agreement are intended solely for the benefit of each party hereto and
their respective successors and assigns, and it is not the intention of the
parties to confer, and no provision hereof shall confer, third-party beneficiary
rights upon any other person.
(e) HEADINGS. The headings used in this Agreement have been
inserted for convenience of reference only and do not define or limit the
provisions hereof.
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<PAGE>
(f) FACSIMILES. This Agreement and any signed agreement or
instrument entered into in connection with this Agreement, and any amendments
hereto or thereto, to the extent signed and delivered by means of a facsimile
machine, shall be treated in all manner and respects as an original agreement or
instrument and shall be considered to have the same binding effect as if it were
the original signed version thereof delivered in person. At the request of any
party hereto or to any such agreement or instrument, each other party hereto or
thereto shall re-execute original forms thereof and deliver them to all other
parties. No party hereto or to any such agreement or instrument shall raise the
use of a facsimile machine to deliver a signature or the fact that any signature
or agreement or instrument was transmitted or communicated through the use of a
facsimile machine as a defense to the formation of a contract and each such
party forever waives any such defense.
(g) GOVERNING LAW. This Agreement shall be governed and construed
in accordance with the laws of the State of New York, without giving effect to
any choice of law or conflict of law provision or rule that would cause the
application of the laws of any jurisdiction other than the State of New York.
(h) COUNTERPARTS. This Agreement may be executed in any number of
counterparts, each of which will be deemed an original, but all of which
together will constitute one and the same instrument.
[Signature Page Follows]
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<PAGE>
IN WITNESS WHEREOF, this Agreement has been duly executed and
delivered by Purchaser and by CSI as of the date and year first above written.
CABLE SYSTEMS INTERNATIONAL INC.
By: /s/ Peter A. Woog
--------------------------------
Name: Peter A. Woog
Title: President
ALLEGRA CAPITAL PARTNERS III, L.P.
By: /s/ Richard W. Smith
--------------------------------
Name:
Title:
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