SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 2)
e.spire Communications, Inc.
(formerly known as American Communications Services, Inc.)
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(Name of Issuer)
Common Stock
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(Title of Class of Securities)
02520B 10 2
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(CUSIP Number)
Olivier L. Trouveroy
ING Equity Partners, L.P. I
520 Madison Avenue, 33rd Floor
New York, New York 10022
(212) 453-1600
Copy to:
Kathleen A. Walsh
Mayer, Brown & Platt
1675 Broadway
New York, NY 10019
(212) 506-2500
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(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)
November 5, 1999
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(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 to this Schedule 13D, and is filing this
schedule because of Rule 13d-1(e), 13d-1(f) or 13d-1(g), check the following
box. [ ]
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 purposes 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. 02520B 10 2
SCHEDULE 13D
1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
ING Equity Partners, L.P. I
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A (a) [ ]
GROUP* (b) |X|
3 SEC USE ONLY
4 SOURCE OF FUNDS*
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
40,000 shares
NUMBER OF
SHARES
BENEFICIALLY 8 SHARED VOTING POWER
OWNED BY NONE
EACH
REPORTING 9 SOLE DISPOSITIVE POWER
PERSON 40,000 shares
WITH
10 SHARED DISPOSITIVE POWER
None
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH
REPORTING PERSON
40,000 shares
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11)
EXCLUDES CERTAIN SHARES* [ ]
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
0.08%
14 TYPE OF REPORTING PERSON*
PN
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SCHEDULE 13D
Company: e.spire Communications, Inc. CUSIP Number: 02520B 10 2
Item 1. Security and Issuer.
The statement on Schedule 13D (the "Statement") dated June 26, 1995 and
filed with the Securities and Exchange Commission (the "SEC") on August 10, 1995
by ING Equity Partners, L.P. I (the "Investment Partnership"), relating to the
Common Stock, par value $0.01 (the "Common Stock") of e.spire Communications,
Inc., a Delaware corporation (the "Company") as amended by Amendment No. 1 to
the Statement, dated November 14, 1995 and filed with the SEC March 29, 1996 is
hereby amended by the Investment Partnership. Unless otherwise defined herein,
all capitalized terms have the respective meanings ascribed to such terms in the
Statement. The address of the principal executive offices of the Company is: 133
National Business Parkway, Suite 200, Annapolis Junction, Maryland 20701.
Item 2. Identity and Background.
The information previously provided in Item 2(b) is hereby amended and
restated as follows:
(b) The principal business address of the Investment
Partnership:
520 Madison Avenue, 33rd Floor
New York, New York 10022.
Item 3. Source and Amount of Funds or Other Consideration.
The information previously provided in Item 3 is hereby amended by
adding the following:
In consideration for services provided by two directors of the Company
affiliated with the Investment Partnership, each director received a grant of
options to purchase up to 10,000 shares of Common Stock on July 1, 1998 and May
12, 1999. Pursuant to the Investment Partnership's Agreement of Limited
Partnership, such directors transferred the options to the Investment
Partnership.
Item 4. Purpose of Transaction.
The information previously provided in Item 4 is hereby amended and
adding the following:
(d) The Investment Partnership is not contemplating any plans
or proposals relating to a change in the present board of directors or
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) The Investment Partnership is not contemplating any plans
or proposals relating to a material change in the present
capitalization or dividend policy of the Company.
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<PAGE>
Company: e.spire Communications, Inc. CUSIP Number: 02520B 10 2
(g) The Investment Partnership is not contemplating any plans
or proposals relating to any change 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.
(j) The Investment Partnership is not contemplating any plans
or proposals for any action similar to those enumerated in this Item 4.
Item 5. Interest in Securities of the Issuer.
The information previously provided in Item 5 is hereby amended by
adding the following:
(a) As of the date hereof, the Investment Partnership owns
options for the purchase of 40,000 shares of Common Stock. The
Company's most recent Form 10-Q reported total outstanding Common Stock
of 50,153,942 shares as of August 5, 1999. If each of the options held
by the Investment Partnership were fully exercised on the date hereof,
the Investment Partnership's ownership share would be 0.08%.
(b) The Investment Partnership, upon the exercise of all the
options, would have the sole power to vote or to direct the vote, and
sole power to dispose of or to direct the disposition of 40,000 shares
of Common Stock.
(c) On November 5, 1999, the Investment Partnership
distributed 308,790 shares of Common Stock to its general partner,
Lexington Partners, L.P. ("Lexington"), and 4,693,036 shares of Common
Stock to its limited partner, ING Equity Holdings, Inc. On November 8,
1999, Lexington distributed 76,790 shares to its limited partners. On
November 9, 1999, the Investment Partnership transferred a warrant to
purchase 100,000 shares of Common Stock to Lexington Equity Partners
II, L.L.C.
(d) No person other than the Investment Partnership has the
right to receive or the power to direct the receipt of dividends from,
or the proceeds from the sale of, the Common Stock issuable to the
Investment Partnership upon the exercise of the options.
(e) The Investment Partnership ceased being the beneficial
owner of more than five percent of the Company's Common Stock on
November 5, 1999.
Item 6. Contracts, Arrangements, Understandings or Relationships With Respect
To Securities of the Issuer.
None.
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<PAGE>
Company: e.spire Communications, Inc. CUSIP Number: 02520B 10 2
Item 7. Material to be Filed as Exhibits.
None.
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<PAGE>
Company: e.spire Communications, Inc. CUSIP Number: 02520B 10 2
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, complete and
correct.
Date: November 16, 1999
ING EQUITY PARTNERS, L.P. I
By: LEXINGTON PARTNERS, L.P.
its General Partner
By: LEXINGTON PARTNERS, INC.
its General Partner
By: /s/ Olivier L. Trouveroy
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Name: Olivier L. Trouveroy
Title: Authorized Signatory
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