<PAGE> 1
================================================================================
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
----------
SCHEDULE 13D/A
UNDER THE SECURITIES EXCHANGE ACT OF 1934
(AMENDMENT NO. 1)
TELIGENT, INC.
(Name of Issuer)
CLASS A COMMON STOCK, PAR VALUE $0.01 PER SHARE
(Title of Class of Securities)
87959Y 10 3
(CUSIP Number)
THOMAS O. HICKS
C/O HICKS, MUSE, TATE & FURST INCORPORATED
200 CRESCENT COURT
SUITE 1600
DALLAS, TEXAS 75201
(214) 740-7300
(Name, Address and Telephone Number of Person Authorized to Receive Notices and
Communications)
Copies to:
ERIC S. SHUBE
VINSON & ELKINS, L.L.P.
1325 AVENUE OF THE AMERICAS
NEW YORK, NEW YORK 10019
(917) 206-8005
<PAGE> 2
June 26, 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 that is the subject of 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. [ ]
(Continued on following pages)
================================================================================
Page 2
<PAGE> 3
CUSIP NO. 87959Y 10 3
--------------------------------------------------------------------------------
1 Name of Reporting Person
I.R.S. Identification No. of above person (entities only)
Mr. Thomas O. Hicks
--------------------------------------------------------------------------------
2 Check the appropriate box if a member of a group* (a) [ ]
(b) [X]
--------------------------------------------------------------------------------
3 SEC use only
--------------------------------------------------------------------------------
4 Source of Funds N/A
--------------------------------------------------------------------------------
5 Check 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 0
Number of Shares Beneficially -------------------------------------------
8 Shared Voting Power* 3,612,034
Owned by Each Reporting -------------------------------------------
9 Sole Dispositive Power 0
Person With -------------------------------------------
10 Shared Dispositive Power* 3,612,034
--------------------------------------------------------------------------------
11 Aggregate Amount Beneficially Owned by each Reporting
Person** 3,612,034
--------------------------------------------------------------------------------
12 Check if the Aggregate Amount in Row (11) Excludes Certain
Shares [ ]
--------------------------------------------------------------------------------
13 Percent of Class Represented by Amount in Row (11)** 8.66%
--------------------------------------------------------------------------------
14 Type of Reporting Person IN
--------------------------------------------------------------------------------
* The Reporting Person expressly disclaims (a) the existence of any group
and (b) beneficial ownership with respect to any shares other than the
shares owned of record by such reporting person.
** Assuming conversion of all 7 3/4% Series A Convertible Preferred Stock
beneficially owned by such reporting person, but without giving effect
to the conversion into Class A Common Stock of (1) any 7 3/4% Series A
Convertible Preferred Stock held by others or (2) any capital stock
held by other holders. See Item 5.
Page 3
<PAGE> 4
CUSIP NO. 87959Y 10 3
--------------------------------------------------------------------------------
1 Name of Reporting Person
I.R.S. Identification No. of above person (entities only)
HM4 Teligent Qualified Fund, 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 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 0
Number of Shares Beneficially -------------------------------------------
8 Shared Voting Power* 3,279,930
Owned by Each Reporting -------------------------------------------
9 Sole Dispositive Power 0
Person With -------------------------------------------
10 Shared Dispositive Power* 3,279,930
--------------------------------------------------------------------------------
11 Aggregate Amount Beneficially Owned by each Reporting
Person** 3,279,930
--------------------------------------------------------------------------------
12 Check if the Aggregate Amount in Row (11) Excludes Certain
Shares [ ]
--------------------------------------------------------------------------------
13 Percent of Class Represented by Amount in Row (11)** 7.92%
--------------------------------------------------------------------------------
14 Type of Reporting Person OO
--------------------------------------------------------------------------------
* The Reporting Person expressly disclaims (a) the existence of any group
and (b) beneficial ownership with respect to any shares other than the
shares owned of record by such reporting person.
** Assuming conversion of all 7 3/4% Series A Convertible Preferred Stock
beneficially owned by such reporting person, but without giving effect
to the conversion into Class A Common Stock of (1) any 7 3/4% Series A
Convertible Preferred Stock held by others or (2) any capital stock
held by other holders. See Item 5.
Page 4
<PAGE> 5
CUSIP NO. 87959Y 10 3
--------------------------------------------------------------------------------
1 Name of Reporting Person
I.R.S. Identification No. of above person (entities only)
HMTF Equity Fund IV (1999), L.P.
--------------------------------------------------------------------------------
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 if Disclosure of Legal Proceedings is Required Pursuant to
Items 2(d) or 2(e) [ ]
--------------------------------------------------------------------------------
6 Citizenship or Place of Organization Texas
--------------------------------------------------------------------------------
7 Sole Voting Power 0
Number of Shares Beneficially -------------------------------------------
8 Shared Voting Power* 3,279,930
Owned by Each Reporting -------------------------------------------
9 Sole Dispositive Power 0
Person With -------------------------------------------
10 Shared Dispositive Power* 3,279,930
--------------------------------------------------------------------------------
11 Aggregate Amount Beneficially Owned by each Reporting
Person** 3,279,930
--------------------------------------------------------------------------------
12 Check if the Aggregate Amount in Row (11) Excludes Certain
Shares [ ]
--------------------------------------------------------------------------------
13 Percent of Class Represented by Amount in Row (11)** 7.92%
--------------------------------------------------------------------------------
14 Type of Reporting Person PN
--------------------------------------------------------------------------------
* The Reporting Person expressly disclaims (a) the existence of any group
and (b) beneficial ownership with respect to any shares other than the
shares owned of record by such reporting person.
** Assuming conversion of all 7 3/4% Series A Convertible Preferred Stock
beneficially owned by such reporting person, but without giving effect
to the conversion into Class A Common Stock of (1) any 7 3/4% Series A
Convertible Preferred Stock held by others or (2) any capital stock
held by other holders. See Item 5.
Page 5
<PAGE> 6
CUSIP NO. 87959Y 10 3
--------------------------------------------------------------------------------
1 Name of Reporting Person
I.R.S. Identification No. of above person (entities only)
HM4 Teligent Private Fund, 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 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 0
Number of Shares Beneficially -------------------------------------------
8 Shared Voting Power* 23,234
Owned by Each Reporting. -------------------------------------------
9 Sole Dispositive Power 0
Person With -------------------------------------------
10 Shared Dispositive Power* 23,234
--------------------------------------------------------------------------------
11 Aggregate Amount Beneficially Owned by each Reporting
Person** 23,234
--------------------------------------------------------------------------------
12 Check if the Aggregate Amount in Row (11) Excludes Certain
Shares [ ]
--------------------------------------------------------------------------------
13 Percent of Class Represented by Amount in Row (11)** 0.06%
--------------------------------------------------------------------------------
14 Type of Reporting Person OO
--------------------------------------------------------------------------------
* The Reporting Person expressly disclaims (a) the existence of any group
and (b) beneficial ownership with respect to any shares other than the
shares owned of record by such reporting person.
** Assuming conversion of all 7 3/4% Series A Convertible Preferred Stock
beneficially owned by such reporting person, but without giving effect
to the conversion into Class A Common Stock of (1) any 7 3/4% Series A
Convertible Preferred Stock held by others or (2) any capital stock
held by other holders. See Item 5.
Page 6
<PAGE> 7
CUSIP NO. 87959Y 10 3
--------------------------------------------------------------------------------
1 Name of Reporting Person
I.R.S. Identification No. of above person (entities only)
HMTF Private Equity Fund IV (1999), L.P.
--------------------------------------------------------------------------------
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 if Disclosure of Legal Proceedings is Required Pursuant to
Items 2(d) or 2(e) [ ]
--------------------------------------------------------------------------------
6 Citizenship or Place of Organization Texas
--------------------------------------------------------------------------------
7 Sole Voting Power 0
Number of Shares Beneficially -------------------------------------------
8 Shared Voting Power* 23,234
Owned by Each Reporting -------------------------------------------
9 Sole Dispositive Power 0
Person With -------------------------------------------
10 Shared Dispositive Power* 23,234
--------------------------------------------------------------------------------
11 Aggregate Amount Beneficially Owned by each Reporting
Person** 23,234
--------------------------------------------------------------------------------
12 Check if the Aggregate Amount in Row (11) Excludes Certain
Shares [ ]
--------------------------------------------------------------------------------
13 Percent of Class Represented by Amount in Row (11)** 0.06%
--------------------------------------------------------------------------------
14 Type of Reporting Person PN
--------------------------------------------------------------------------------
* The Reporting Person expressly disclaims (a) the existence of any group
and (b) beneficial ownership with respect to any shares other than the
shares owned of record by such reporting person.
** Assuming conversion of all 7 3/4% Series A Convertible Preferred Stock
beneficially owned by such reporting person, but without giving effect
to the conversion into Class A Common Stock of (1) any 7 3/4% Series A
Convertible Preferred Stock held by others or (2) any capital stock
held by other holders. See Item 5.
Page 7
<PAGE> 8
CUSIP NO. 87959Y 10 3
--------------------------------------------------------------------------------
1 Name of Reporting Person
I.R.S. Identification No. of above person (entities only)
HM4/GP (1999) Partners, L.P.
--------------------------------------------------------------------------------
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 if Disclosure of Legal Proceedings is Required Pursuant to
Items 2(d) or 2(e) [ ]
--------------------------------------------------------------------------------
6 Citizenship or Place of Organization Texas
--------------------------------------------------------------------------------
7 Sole Voting Power 0
Number of Shares Beneficially -------------------------------------------
8 Shared Voting Power* 3,303,164
Owned by Each Reporting -------------------------------------------
9 Sole Dispositive Power 0
Person With -------------------------------------------
10 Shared Dispositive Power* 3,303,164
--------------------------------------------------------------------------------
11 Aggregate Amount Beneficially Owned by each Reporting
Person** 3,303,164
--------------------------------------------------------------------------------
12 Check if the Aggregate Amount in Row (11) Excludes Certain
Shares [ ]
--------------------------------------------------------------------------------
13 Percent of Class Represented by Amount in Row (11)** 7.97%
--------------------------------------------------------------------------------
14 Type of Reporting Person PN
--------------------------------------------------------------------------------
* The Reporting Person expressly disclaims (a) the existence of any group
and (b) beneficial ownership with respect to any shares other than the
shares owned of record by such reporting person.
** Assuming conversion of all 7 3/4% Series A Convertible Preferred Stock
beneficially owned by such reporting person, but without giving effect
to the conversion into Class A Common Stock of (1) any 7 3/4% Series A
Convertible Preferred Stock held by others or (2) any capital stock
held by other holders. See Item 5.
Page 8
<PAGE> 9
CUSIP NO. 87959Y 10 3
--------------------------------------------------------------------------------
1 Name of Reporting Person
I.R.S. Identification No. of above person (entities only)
HM 4-EQ Teligent Coinvestors, 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 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 0
Number of Shares Beneficially -------------------------------------------
8 Shared Voting Power* 53,635
Owned by Each Reporting -------------------------------------------
9 Sole Dispositive Power 0
Person With -------------------------------------------
10 Shared Dispositive Power* 53,635
--------------------------------------------------------------------------------
11 Aggregate Amount Beneficially Owned by each Reporting
Person** 53,635
--------------------------------------------------------------------------------
12 Check if the Aggregate Amount in Row (11) Excludes Certain
Shares [ ]
--------------------------------------------------------------------------------
13 Percent of Class Represented by Amount in Row (11)** 0.14%
--------------------------------------------------------------------------------
14 Type of Reporting Person OO
--------------------------------------------------------------------------------
* The Reporting Person expressly disclaims (a) the existence of any group
and (b) beneficial ownership with respect to any shares other than the
shares owned of record by such reporting person.
** Assuming conversion of all 7 3/4% Series A Convertible Preferred Stock
beneficially owned by such reporting person, but without giving effect
to the conversion into Class A Common Stock of (1) any 7 3/4% Series A
Convertible Preferred Stock held by others or (2) any capital stock
held by other holders. See Item 5.
Page 9
<PAGE> 10
CUSIP NO. 87959Y 10 3
--------------------------------------------------------------------------------
1 Name of Reporting Person
I.R.S. Identification No. of above person (entities only)
HM 4-EQ (1999) Coinvestors, L.P.
--------------------------------------------------------------------------------
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 if Disclosure of Legal Proceedings is Required Pursuant to
Items 2(d) or 2(e) [ ]
--------------------------------------------------------------------------------
6 Citizenship or Place of Organization Texas
--------------------------------------------------------------------------------
7 Sole Voting Power 0
Number of Shares Beneficially -------------------------------------------
8 Shared Voting Power* 53,635
Owned by Each Reporting -------------------------------------------
9 Sole Dispositive Power 0
Person With -------------------------------------------
10 Shared Dispositive Power* 53,635
--------------------------------------------------------------------------------
11 Aggregate Amount Beneficially Owned by each Reporting
Person** 53,635
--------------------------------------------------------------------------------
12 Check if the Aggregate Amount in Row (11) Excludes Certain
Shares [ ]
--------------------------------------------------------------------------------
13 Percent of Class Represented by Amount in Row (11)** 0.14%
--------------------------------------------------------------------------------
14 Type of Reporting Person PN
--------------------------------------------------------------------------------
* The Reporting Person expressly disclaims (a) the existence of any group
and (b) beneficial ownership with respect to any shares other than the
shares owned of record by such reporting person.
** Assuming conversion of all 7 3/4% Series A Convertible Preferred Stock
beneficially owned by such reporting person, but without giving effect
to the conversion into Class A Common Stock of (1) any 7 3/4% Series A
Convertible Preferred Stock held by others or (2) any capital stock
held by other holders. See Item 5.
Page 10
<PAGE> 11
CUSIP NO. 87959Y 10 3
--------------------------------------------------------------------------------
1 Name of Reporting Person
I.R.S. Identification No. of above person (entities only)
HM 4-SBS Teligent Coinvestors, 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 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 0
Number of Shares Beneficially -------------------------------------------
8 Shared Voting Power* 80,626
Owned by Each Reporting -------------------------------------------
9 Sole Dispositive Power 0
Person With -------------------------------------------
10 Shared Dispositive Power* 80,626
--------------------------------------------------------------------------------
11 Aggregate Amount Beneficially Owned by each Reporting
Person** 80,626
--------------------------------------------------------------------------------
12 Check if the Aggregate Amount in Row (11) Excludes Certain
Shares [ ]
--------------------------------------------------------------------------------
13 Percent of Class Represented by Amount in Row (11)** 0.21%
--------------------------------------------------------------------------------
14 Type of Reporting Person OO
--------------------------------------------------------------------------------
* The Reporting Person expressly disclaims (a) the existence of any group
and (b) beneficial ownership with respect to any shares other than the
shares owned of record by such reporting person.
** Assuming conversion of all 7 3/4% Series A Convertible Preferred Stock
beneficially owned by such reporting person, but without giving effect
to the conversion into Class A Common Stock of (1) any 7 3/4% Series A
Convertible Preferred Stock held by others or (2) any capital stock
held by other holders. See Item 5.
Page 11
<PAGE> 12
CUSIP NO. 87959Y 10 3
--------------------------------------------------------------------------------
1 Name of Reporting Person
I.R.S. Identification No. of above person (entities only)
HM 4-SBS (1999) Coinvestors, L.P.
--------------------------------------------------------------------------------
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 if Disclosure of Legal Proceedings is Required Pursuant to
Items 2(d) or 2(e) [ ]
--------------------------------------------------------------------------------
6 Citizenship or Place of Organization Texas
--------------------------------------------------------------------------------
7 Sole Voting Power 0
Number of Shares Beneficially -------------------------------------------
8 Shared Voting Power* 80,626
Owned by Each Reporting -------------------------------------------
9 Sole Dispositive Power 0
Person With -------------------------------------------
10 Shared Dispositive Power* 80,626
--------------------------------------------------------------------------------
11 Aggregate Amount Beneficially Owned by each Reporting
Person** 80,626
--------------------------------------------------------------------------------
12 Check if the Aggregate Amount in Row (11) Excludes Certain
Shares [ ]
--------------------------------------------------------------------------------
13 Percent of Class Represented by Amount in Row (11)** 0.21%
--------------------------------------------------------------------------------
14 Type of Reporting Person PN
--------------------------------------------------------------------------------
* The Reporting Person expressly disclaims (a) the existence of any group
and (b) beneficial ownership with respect to any shares other than the
shares owned of record by such reporting person.
** Assuming conversion of all 7 3/4% Series A Convertible Preferred Stock
beneficially owned by such reporting person, but without giving effect
to the conversion into Class A Common Stock of (1) any 7 3/4% Series A
Convertible Preferred Stock held by others or (2) any capital stock
held by other holders. See Item 5.
Page 12
<PAGE> 13
CUSIP NO. 87959Y 10 3
--------------------------------------------------------------------------------
1 Name of Reporting Person
I.R.S. Identification No. of above person (entities only)
Hicks, Muse GP (1999) Partners IV, L.P.
--------------------------------------------------------------------------------
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 if Disclosure of Legal Proceedings is Required Pursuant to
Items 2(d) or 2(e) [ ]
--------------------------------------------------------------------------------
6 Citizenship or Place of Organization Texas
--------------------------------------------------------------------------------
7 Sole Voting Power 0
Number of Shares Beneficially -------------------------------------------
8 Shared Voting Power* 3,437,425
Owned by Each Reporting -------------------------------------------
9 Sole Dispositive Power 0
Person With -------------------------------------------
10 Shared Dispositive Power* 3,437,425
--------------------------------------------------------------------------------
11 Aggregate Amount Beneficially Owned by each Reporting
Person** 3,437,425
--------------------------------------------------------------------------------
12 Check if the Aggregate Amount in Row (11) Excludes Certain
Shares [ ]
--------------------------------------------------------------------------------
13 Percent of Class Represented by Amount in Row (11)** 8.27%
--------------------------------------------------------------------------------
14 Type of Reporting Person PN
--------------------------------------------------------------------------------
* The Reporting Person expressly disclaims (a) the existence of any group
and (b) beneficial ownership with respect to any shares other than the
shares owned of record by such reporting person.
** Assuming conversion of all 7 3/4% Series A Convertible Preferred Stock
beneficially owned by such reporting person, but without giving effect
to the conversion into Class A Common Stock of (1) any 7 3/4% Series A
Convertible Preferred Stock held by others or (2) any capital stock
held by other holders. See Item 5.
Page 13
<PAGE> 14
CUSIP NO. 87959Y 10 3
--------------------------------------------------------------------------------
1 Name of Reporting Person
I.R.S. Identification No. of above person (entities only)
Hicks, Muse (1999) Fund IV, 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 if Disclosure of Legal Proceedings is Required Pursuant to
Items 2(d) or 2(e) [ ]
--------------------------------------------------------------------------------
6 Citizenship or Place of Organization Texas
--------------------------------------------------------------------------------
7 Sole Voting Power 0
Number of Shares Beneficially -------------------------------------------
8 Shared Voting Power* 3,437,425
Owned by Each Reporting -------------------------------------------
9 Sole Dispositive Power 0
Person With -------------------------------------------
10 Shared Dispositive Power* 3,437,425
--------------------------------------------------------------------------------
11 Aggregate Amount Beneficially Owned by each Reporting
Person** 3,437,425
--------------------------------------------------------------------------------
12 Check if the Aggregate Amount in Row (11) Excludes Certain
Shares [ ]
--------------------------------------------------------------------------------
13 Percent of Class Represented by Amount in Row (11)** 8.27%
--------------------------------------------------------------------------------
14 Type of Reporting Person OO
--------------------------------------------------------------------------------
* The Reporting Person expressly disclaims (a) the existence of any group
and (b) beneficial ownership with respect to any shares other than the
shares owned of record by such reporting person.
** Assuming conversion of all 7 3/4% Series A Convertible Preferred Stock
beneficially owned by such reporting person, but without giving effect
to the conversion into Class A Common Stock of (1) any 7 3/4% Series A
Convertible Preferred Stock held by others or (2) any capital stock
held by other holders. See Item 5.
Page 14
<PAGE> 15
CUSIP NO. 87959Y 10 3
--------------------------------------------------------------------------------
1 Name of Reporting Person
I.R.S. Identification No. of above person (entities only)
HM PG-IV Teligent, 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 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 0
Number of Shares Beneficially -------------------------------------------
8 Shared Voting Power* 174,609
Owned by Each Reporting -------------------------------------------
9 Sole Dispositive Power 0
Person With -------------------------------------------
10 Shared Dispositive Power* 174,609
--------------------------------------------------------------------------------
11 Aggregate Amount Beneficially Owned by each Reporting
Person** 174,609
--------------------------------------------------------------------------------
12 Check if the Aggregate Amount in Row (11) Excludes Certain
Shares [ ]
--------------------------------------------------------------------------------
13 Percent of Class Represented by Amount in Row (11)** .46%
--------------------------------------------------------------------------------
14 Type of Reporting Person OO
--------------------------------------------------------------------------------
* The Reporting Person expressly disclaims (a) the existence of any group
and (b) beneficial ownership with respect to any shares other than the
shares owned of record by such reporting person.
** Assuming conversion of all 7 3/4% Series A Convertible Preferred Stock
beneficially owned by such reporting person, but without giving effect
to the conversion into Class A Common Stock of (1) any 7 3/4% Series A
Convertible Preferred Stock held by others or (2) any capital stock
held by other holders. See Item 5.
Page 15
<PAGE> 16
CUSIP NO. 87959Y 10 3
--------------------------------------------------------------------------------
1 Name of Reporting Person
I.R.S. Identification No. of above person (entities only)
Hicks, Muse PG-IV (1999), C.V.
--------------------------------------------------------------------------------
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 if Disclosure of Legal Proceedings is Required Pursuant to
Items 2(d) or 2(e) [ ]
--------------------------------------------------------------------------------
6 Citizenship or Place of Organization Netherlands
--------------------------------------------------------------------------------
7 Sole Voting Power 0
Number of Shares Beneficially -------------------------------------------
8 Shared Voting Power* 174,609
Owned by Each Reporting -------------------------------------------
9 Sole Dispositive Power 0
Person With -------------------------------------------
10 Shared Dispositive Power* 174,609
--------------------------------------------------------------------------------
11 Aggregate Amount Beneficially Owned by each Reporting
Person** 174,609
--------------------------------------------------------------------------------
12 Check if the Aggregate Amount in Row (11) Excludes Certain
Shares [ ]
--------------------------------------------------------------------------------
13 Percent of Class Represented by Amount in Row (11)** .46%
--------------------------------------------------------------------------------
14 Type of Reporting Person PN
--------------------------------------------------------------------------------
* The Reporting Person expressly disclaims (a) the existence of any group
and (b) beneficial ownership with respect to any shares other than the
shares owned of record by such reporting person.
** Assuming conversion of all 7 3/4% Series A Convertible Preferred Stock
beneficially owned by such reporting person, but without giving effect
to the conversion into Class A Common Stock of (1) any 7 3/4% Series A
Convertible Preferred Stock held by others or (2) any capital stock
held by other holders. See Item 5.
Page 16
<PAGE> 17
CUSIP NO. 87959Y 10 3
--------------------------------------------------------------------------------
1 Name of Reporting Person
I.R.S. Identification No. of above person (entities only)
HM Equity Fund IV/GP Partners (1999), C.V.
--------------------------------------------------------------------------------
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 if Disclosure of Legal Proceedings is Required Pursuant to
Items 2(d) or 2(e) [ ]
--------------------------------------------------------------------------------
6 Citizenship or Place of Organization Netherlands
--------------------------------------------------------------------------------
7 Sole Voting Power 0
Number of Shares Beneficially -------------------------------------------
8 Shared Voting Power* 174,609
Owned by Each Reporting -------------------------------------------
9 Sole Dispositive Power 0
Person With -------------------------------------------
10 Shared Dispositive Power* 174,609
--------------------------------------------------------------------------------
11 Aggregate Amount Beneficially Owned by each Reporting
Person** 174,609
--------------------------------------------------------------------------------
12 Check if the Aggregate Amount in Row (11) Excludes Certain
Shares [ ]
--------------------------------------------------------------------------------
13 Percent of Class Represented by Amount in Row (11)** .46%
--------------------------------------------------------------------------------
14 Type of Reporting Person PN
--------------------------------------------------------------------------------
* The Reporting Person expressly disclaims (a) the existence of any group
and (b) beneficial ownership with respect to any shares other than the
shares owned of record by such reporting person.
** Assuming conversion of all 7 3/4% Series A Convertible Preferred Stock
beneficially owned by such reporting person, but without giving effect
to the conversion into Class A Common Stock of (1) any 7 3/4% Series A
Convertible Preferred Stock held by others or (2) any capital stock
held by other holders. See Item 5.
Page 17
<PAGE> 18
CUSIP NO. 87959Y 10 3
--------------------------------------------------------------------------------
1 Name of Reporting Person
I.R.S. Identification No. of above person (entities only)
HM GP Partners IV Cayman, L.P.
--------------------------------------------------------------------------------
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 if Disclosure of Legal Proceedings is Required Pursuant to
Items 2(d) or 2(e) [ ]
--------------------------------------------------------------------------------
6 Citizenship or Place of Organization Cayman Islands
--------------------------------------------------------------------------------
7 Sole Voting Power 0
Number of Shares Beneficially -------------------------------------------
8 Shared Voting Power* 174,609
Owned by Each Reporting -------------------------------------------
9 Sole Dispositive Power 0
Person With -------------------------------------------
10 Shared Dispositive Power* 174,609
--------------------------------------------------------------------------------
11 Aggregate Amount Beneficially Owned by each Reporting
Person** 174,609
--------------------------------------------------------------------------------
12 Check if the Aggregate Amount in Row (11) Excludes Certain
Shares [ ]
--------------------------------------------------------------------------------
13 Percent of Class Represented by Amount in Row (11)** .46%
--------------------------------------------------------------------------------
14 Type of Reporting Person PN
--------------------------------------------------------------------------------
* The Reporting Person expressly disclaims (a) the existence of any group
and (b) beneficial ownership with respect to any shares other than the
shares owned of record by such reporting person.
** Assuming conversion of all 7 3/4% Series A Convertible Preferred Stock
beneficially owned by such reporting person, but without giving effect
to the conversion into Class A Common Stock of (1) any 7 3/4% Series A
Convertible Preferred Stock held by others or (2) any capital stock
held by other holders. See Item 5.
Page 18
<PAGE> 19
CUSIP NO. 87959Y 10 3
--------------------------------------------------------------------------------
1 Name of Reporting Person
I.R.S. Identification No. of above person (entities only)
HM Fund IV Cayman 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 if Disclosure of Legal Proceedings is Required Pursuant to
Items 2(d) or 2(e) [ ]
--------------------------------------------------------------------------------
6 Citizenship or Place of Organization Cayman Islands
--------------------------------------------------------------------------------
7 Sole Voting Power 0
Number of Shares Beneficially -------------------------------------------
8 Shared Voting Power* 174,609
Owned by Each Reporting -------------------------------------------
9 Sole Dispositive Power 0
Person With -------------------------------------------
10 Shared Dispositive Power* 174,609
--------------------------------------------------------------------------------
11 Aggregate Amount Beneficially Owned by each Reporting
Person** 174,609
--------------------------------------------------------------------------------
12 Check if the Aggregate Amount in Row (11) Excludes Certain
Shares [ ]
--------------------------------------------------------------------------------
13 Percent of Class Represented by Amount in Row (11)** .46%
--------------------------------------------------------------------------------
14 Type of Reporting Person OO
--------------------------------------------------------------------------------
* The Reporting Person expressly disclaims (a) the existence of any group
and (b) beneficial ownership with respect to any shares other than the
shares owned of record by such reporting person.
** Assuming conversion of all 7 3/4% Series A Convertible Preferred Stock
beneficially owned by such reporting person, but without giving effect
to the conversion into Class A Common Stock of (1) any 7 3/4% Series A
Convertible Preferred Stock held by others or (2) any capital stock
held by other holders. See Item 5.
Page 19
<PAGE> 20
CUSIP NO. 87959Y 10 3
--------------------------------------------------------------------------------
1 Name of Reporting Person
I.R.S. Identification No. of above person (entities only)
HMTF Bridge Teligent, 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 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 0
Number of Shares Beneficially -------------------------------------------
8 Shared Voting Power* 0
Owned by Each Reporting -------------------------------------------
9 Sole Dispositive Power 0
Person With -------------------------------------------
10 Shared Dispositive Power* 0
--------------------------------------------------------------------------------
11 Aggregate Amount Beneficially Owned by each Reporting
Person** 0
--------------------------------------------------------------------------------
12 Check 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 OO
--------------------------------------------------------------------------------
* The Reporting Person expressly disclaims (a) the existence of any group
and (b) beneficial ownership with respect to any shares other than the
shares owned of record by such reporting person.
** Assuming conversion of all 7 3/4% Series A Convertible Preferred Stock
beneficially owned by such reporting person, but without giving effect
to the conversion into Class A Common Stock of (1) any 7 3/4% Series A
Convertible Preferred Stock held by others or (2) any capital stock
held by other holders. See Item 5.
Page 20
<PAGE> 21
CUSIP NO. 87959Y 10 3
--------------------------------------------------------------------------------
1 Name of Reporting Person
I.R.S. Identification No. of above person (entities only)
HMTF Bridge Partners, L.P.
--------------------------------------------------------------------------------
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 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 0
Number of Shares Beneficially -------------------------------------------
8 Shared Voting Power* 0
Owned by Each Reporting -------------------------------------------
9 Sole Dispositive Power 0
Person With -------------------------------------------
10 Shared Dispositive Power* 0
--------------------------------------------------------------------------------
11 Aggregate Amount Beneficially Owned by each Reporting
Person** 0
--------------------------------------------------------------------------------
12 Check 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 PN
--------------------------------------------------------------------------------
* The Reporting Person expressly disclaims (a) the existence of any group
and (b) beneficial ownership with respect to any shares other than the
shares owned of record by such reporting person.
** Assuming conversion of all 7 3/4% Series A Convertible Preferred Stock
beneficially owned by such reporting person, but without giving effect
to the conversion into Class A Common Stock of (1) any 7 3/4% Series A
Convertible Preferred Stock held by others or (2) any capital stock
held by other holders. See Item 5.
Page 21
<PAGE> 22
CUSIP NO. 87959Y 10 3
--------------------------------------------------------------------------------
1 Name of Reporting Person
I.R.S. Identification No. of above person (entities only)
HMTF Bridge Partners, 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 if Disclosure of Legal Proceedings is Required Pursuant to
Items 2(d) or 2(e) [ ]
--------------------------------------------------------------------------------
6 Citizenship or Place of Organization Texas
--------------------------------------------------------------------------------
7 Sole Voting Power 0
Number of Shares Beneficially -------------------------------------------
8 Shared Voting Power* 0
Owned by Each Reporting -------------------------------------------
9 Sole Dispositive Power 0
Person With -------------------------------------------
10 Shared Dispositive Power* 0
--------------------------------------------------------------------------------
11 Aggregate Amount Beneficially Owned by each Reporting
Person** 0
--------------------------------------------------------------------------------
12 Check 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 OO
--------------------------------------------------------------------------------
* The Reporting Person expressly disclaims (a) the existence of any group
and (b) beneficial ownership with respect to any shares other than the
shares owned of record by such reporting person.
** Assuming conversion of all 7 3/4% Series A Convertible Preferred Stock
beneficially owned by such reporting person, but without giving effect
to the conversion into Class A Common Stock of (1) any 7 3/4% Series A
Convertible Preferred Stock held by others or (2) any capital stock
held by other holders. See Item 5.
Page 22
<PAGE> 23
SCHEDULE 13D
This Statement constitutes Amendment No. 1 to the Schedule 13D
originally filed with the Securities and Exchange Commission on December 10,
1999 (the "Schedule 13D"). The Schedule 13D relates to the Class A Common Stock,
par value $.01 per share (the "Class A Common Stock"), of Teligent, Inc., a
Delaware corporation (the "Issuer"). The item numbers and responses thereto
below are in accordance with the requirements of Schedule 13D.
Capitalized terms used herein and not defined have the meaning set
forth in the Schedule 13D.
ITEM 3. SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION.
Item 3 of the Schedule 13D is hereby amended and restated in its
entirety to read as follows:
As more fully described in Item 6 below, on December 3, 1999, Qualified
LLC, Private LLC, 4-EQ LLC, 4-SBS LLC, PG-IV LLC and Bridge LLC each purchased
from the Issuer the number of shares of Preferred Stock set forth opposite their
respective names below at the purchase price set forth opposite their respective
names below.
<TABLE>
<CAPTION>
NUMBER OF
NAME OF ENTITY SHARES PURCHASED PURCHASE PRICE
-------------- ---------------- --------------
<S> <C> <C>
Qualified LLC 136,207 $136,207,000
Private LLC 965 $ 965,000
4-EQ LLC 2,226 $ 2,226,000
4-SBS LLC 3,350 $ 3,350,000
PG-IV LLC 7,252 $ 7,252,000
Bridge LLC 50,000 $ 50,000,000
</TABLE>
As described in Item 4 below, on June 26, 2000, Bridge LLC sold its
shares of Preferred Stock to Qualified LLC, Private LLC, 4-EQ LLC, 4-SBS LLC and
PG-IV LLC.
Qualified LLC obtained funds for the purchase price of its shares of
Preferred Stock (including the shares subsequently purchased from Bridge LLC)
from capital contributions provided by Equity L.P.; Equity L.P. obtained such
funds from capital contributions provided by its limited partners and HM4/GP
Partners; HM4/GP Partners obtained such funds from capital contributions
provided by its limited partners and Hicks GP Partners; and Hicks GP Partners
obtained such funds from capital contributions provided by its limited partners
and Fund IV LLC. Fund IV LLC obtained such funds from capital contributions
provided by Mr. Thomas O. Hicks, who obtained such funds from personal funds.
Private LLC obtained funds for the purchase price of its shares of
Preferred Stock (including the shares subsequently purchased from Bridge LLC)
from capital contributions provided by Private L.P.; Private L.P. obtained such
funds from capital contributions provided by its limited partners and HM4/GP
Partners; HM4/GP
Page 23
<PAGE> 24
Partners obtained such funds from capital contributions provided by its limited
partners and Hicks GP Partners; and Hicks GP Partners obtained such funds from
capital contributions provided by its limited partners and Fund IV LLC. Fund IV
LLC obtained such funds from capital contributions provided by Mr. Thomas O.
Hicks, who obtained such funds from personal funds.
4-EQ LLC obtained funds for the purchase price of its shares of
Preferred Stock (including the shares subsequently purchased from Bridge LLC)
from capital contributions provided by 4-EQ L.P.; 4-EQ L.P. obtained such funds
from capital contributions provided by its limited partners and Hicks GP
Partners, and Hicks GP Partners obtained such funds from capital contributions
provided by its limited partners and Fund IV LLC. Fund IV LLC obtained such
funds from capital contributions provided by Mr. Thomas O. Hicks, who obtained
such funds from personal funds.
4-SBS LLC obtained funds for the purchase price of its shares of
Preferred Stock (including the shares subsequently purchased from Bridge LLC)
from capital contributions provided by 4-SBS L.P.; 4-SBS L.P. obtained such
funds from capital contributions provided by its limited partners and Hicks GP
Partners, and Hicks GP Partners obtained such funds from capital contributions
provided by its limited partners and Fund IV LLC. Fund IV LLC obtained such
funds from capital contributions provided by Mr. Thomas O. Hicks, who obtained
such funds from personal funds.
PG-IV LLC obtained funds for the purchase price of its shares of
Preferred Stock (including the shares subsequently purchased from Bridge LLC)
from capital contributions provided by PG-IV C.V.; PG-IV C.V. obtained such
funds from capital contributions provided by its limited partners and HM Equity
C.V.; HM Equity C.V. obtained such funds from capital contributions provided by
its limited partners and G.P. Cayman L.P.; and G.P. Cayman L.P. obtained such
funds from capital contributions provided by its limited partners and Fund IV
Cayman LLC. Fund IV Cayman LLC obtained such funds from capital contributions
provided by Mr. Thomas O. Hicks, who obtained such funds from personal funds.
Bridge LLC obtained funds for the purchase price of its shares of
Preferred Stock from capital contributions provided by Bridge Partners L.P.;
Bridge Partners L.P. obtained $1,522,780 of such funds from capital
contributions provided by its general partner, Bridge Partners LLC, and its
limited partners, and it obtained the remainder of the funds, $49,577,220, from
a portion of a credit facility from a bank, as defined in Section 3(a)(6) of the
Securities Exchange Act of 1934, as amended. Such funds include amounts
allocated to fees and expenses. The credit facility was replaced by a credit
agreement dated December 28, 1999, among HMTF Bridge Partners, L.P. and
HM/Europe Coinvestors, C.V., as Initial Borrowers, and any Future Borrowers from
time to time parties thereto, the Lenders from time to time parties thereto, the
Issuing Bank, the Chase Manhattan Bank, as Administrative Agent, and Bank of
America, N.A., as Syndication Agent (the "Credit Agreement"). On June 26, 2000,
Bridge Partners L.P. repaid the borrowing under the Credit Agreement with the
proceeds of the sale of its shares of Preferred Stock to Qualified LLC, Private
LLC, 4-EQ LLC, 4-SBS LLC and PG-IV LLC.
ITEM 4. PURPOSE OF THE TRANSACTION.
Item 4 of the Schedule 13D is hereby amended and restated in its
entirety to read as follows:
The Reporting Persons consummated the transactions described herein in
order to acquire an interest in the Issuer for investment purposes. The
Reporting Persons intend to review continuously their position in the Issuer.
Depending upon future evaluations of the business prospects of the Issuer and
upon other developments, including, but not limited to, general economic and
business conditions and stock market conditions, the Reporting Persons may
retain or from time to time increase their holdings or dispose of all or a
portion of their holdings, subject to any applicable legal and contractual
restrictions on their ability to do so.
In addition, the matters set forth in Item 6 are incorporated in this
Item 4 by reference as if fully set forth herein.
Page 24
<PAGE> 25
On June 26, 2000, Bridge LLC sold its shares of Preferred Stock,
including shares received as dividends, Qualified LLC, Private LLC, 4-EQ LLC,
4-SBS LLC and PG-IV LLC, and such companies purchased such shares, as set forth
below:
<TABLE>
<CAPTION>
NAME OF ENTITY NUMBER OF SHARES OF PREFERRED STOCK PURCHASED
-------------- ---------------------------------------------
<S> <C>
Qualified LLC 47,149
Private LLC 334
4-EQ LLC 771
4-SBS LLC 1,159
PG-IV LLC 2,510
</TABLE>
The purchase price for the shares of Preferred Stock sold by Bridge LLC
was equal to the original purchase price paid therefor by Bridge LLC together
with an allocable portion of the interest and other expenses incurred by Bridge
LLC under the Credit Agreement referred to in Item 3.
Except as set forth in this Item 4 (including the matters described in
Item 6 below which are incorporated in this Item 4 by reference), the Reporting
Persons have no present plans or proposals that relate to or that would result
in any of the actions specified in clauses (a) through (j) of Item 4 of Schedule
13D of the Exchange Act.
ITEM 5. INTEREST IN SECURITIES OF THE ISSUER.
Item 5 of the Schedule 13D is hereby amended and restated in its
entirety as follows:
(a) (1) Qualified LLC is the record and beneficial owner of 188,596
shares of Preferred Stock. Assuming conversion of all such shares, Qualified LLC
is the beneficial owner of 3,279,930 shares of Class A Common Stock, which,
based on calculations made in accordance with Rule 13d-3 of the Exchange Act
and, as of May 9, 2000, there being 38,123,727 shares of Class A Common Stock
outstanding, represents approximately 7.92% of the outstanding shares of Class A
Common Stock. As of May 9, 2000, there being 21,260,610 shares of Class B Common
Stock outstanding (the "Class B Common Stock"). The Class B Common Stock, par
value $0.01 per share, which is not traded on an exchange, is convertible at the
option of the holder thereof at any time on a share-for-share basis into Class A
Common Stock. Assuming conversion of all of the Class B Common Stock outstanding
and all 188,596 shares of Preferred Stock owned of record by Qualified LLC,
Qualified LLC's 188,595 shares of Preferred Stock would represent approximately
5.23% of the outstanding shares of Class A Common Stock.
(2) Assuming conversion of all 188,596 shares of Preferred
Stock owned of record by Qualified LLC, Equity L.P., in its capacity as sole
member of Qualified LLC, may, pursuant to Rule 13d-3 of the Exchange Act, be
deemed to be the beneficial owner of 3,279,930 shares of Class A Common Stock,
which, based on calculations made in accordance with Rule 13d-3 of the Exchange
Act and there being 38,123,727 shares of Class A Common Stock outstanding,
represents approximately 7.92% of the outstanding shares of Class A Common
Stock. Assuming conversion of all of the Class B Common Stock outstanding and
all 188,596 shares of Preferred Stock owned of record by Qualified LLC, Equity
L.P.'s beneficial ownership of 188,596 shares of Preferred Stock would represent
approximately 5.23% of the outstanding shares of Class A Common Stock.
(3) Private LLC is the record and beneficial owner of 1,336
shares of Preferred Stock. Assuming conversion of all such shares, Private LLC
is the beneficial owner of 23,234 shares of Class A Common
Page 25
<PAGE> 26
Stock, which, based on calculations made in accordance with Rule 13d-3 of the
Exchange Act and there being 38,123,727 shares of Class A Common Stock
outstanding, represents approximately 0.06% of the outstanding shares of Class A
Common Stock. Assuming conversion of all of the Class B Common Stock outstanding
and all 1,336 shares of Preferred Stock owned of record by Private LLC, Private
LLC's 1,336 shares of Preferred Stock would represent approximately 0.04% of the
outstanding shares of Class A Common Stock.
(4) Assuming conversion of all 1,336 shares of Preferred Stock
owned of record by Private LLC, Private L.P., in its capacity as sole member of
Private LLC, may, pursuant to Rule 13d-3 of the Exchange Act, be deemed to be
the beneficial owner of 23,234 shares of Class A Common Stock, which, based on
calculations made in accordance with Rule 13d-3 of the Exchange Act and there
being 38,123,727 shares of Class A Common Stock outstanding, represents
approximately 0.06% of the outstanding shares of Class A Common Stock. Assuming
conversion of all of the Class B Common Stock outstanding and all 1,336 shares
of Preferred Stock owned of record by Private LLC, Private L.P.'s beneficial
ownership of 1,336 shares of Preferred Stock would represent approximately 0.04%
of the outstanding shares of Class A Common Stock.
(5) Assuming conversion of all 189,932 shares of Preferred
Stock owned of record by Qualified LLC and Private LLC, HM4/GP Partners, in its
capacity as the sole general partner of each of Equity L.P. and Private L.P.,
may, pursuant to Rule 13d-3 of the Exchange Act, be deemed to be the beneficial
owner of 3,303,164 shares of Class A Common Stock, which, based on calculations
made in accordance with Rule 13d-3 of the Exchange Act and there being
38,123,727 shares of Class A Common Stock outstanding, represents approximately
7.97% of the outstanding shares of Class A Common Stock. Assuming conversion of
all of the Class B Common Stock outstanding and all 189,932 shares of Preferred
Stock owned of record by Qualified LLC and Private LLC, HM4/GP Partners'
beneficial ownership of 189,932 shares of Preferred Stock would represent
approximately 5.27% of the outstanding shares of Class A Common Stock.
(6) 4-EQ LLC is the record and beneficial owner of 3,084
shares of Preferred Stock. Assuming conversion of all such shares, 4-EQ LLC is
the beneficial owner of 53,635 shares of Class A Common Stock, which, based on
calculations made in accordance with Rule 13d-3 of the Exchange Act and there
being 38,123,727 shares of Class A Common Stock outstanding, represents
approximately 0.14% of the outstanding shares of Class A Common Stock. Assuming
conversion of all of the Class B Common Stock outstanding and all 3,084 shares
of Preferred Stock owned of record by 4-EQ LLC, 4-EQ LLC's 3,084 shares of
Preferred Stock would represent approximately 0.09% of the outstanding shares of
Class A Common Stock.
(7) Assuming conversion of all 3,084 shares of Preferred Stock
owned of record by 4-EQ LLC, 4-EQ L.P., in its capacity as sole member of 4-EQ
LLC, may, pursuant to Rule 13d-3 of the Exchange Act, be deemed to be the
beneficial owner of 53,635 shares of Class A Common Stock, which, based on
calculations made in accordance with Rule 13d-3 of the Exchange Act and there
being 38,123,727 shares of Class A Common Stock outstanding, represents
approximately 0.14% of the outstanding shares of Class A Common Stock. Assuming
conversion of all of the Class B Common Stock outstanding and all 3,084 shares
of Preferred Stock owned of record by 4-EQ LLC, 4-EQ L.P.'s beneficial ownership
of 3,084 shares of Preferred Stock would represent approximately 0.09% of the
outstanding shares of Class A Common Stock.
(8) 4-SBS LLC is the record and beneficial owner of 4,636
shares of Preferred Stock. Assuming conversion of all such shares, 4-SBS LLC is
the beneficial owner of 80,626 shares of Class A Common Stock, which, based on
calculations made in accordance with Rule 13d-3 of the Exchange Act and there
being 38,123,727 shares of Class A Common Stock outstanding, represents
approximately 0.21% of the outstanding shares of Class A Common Stock. Assuming
conversion of all of the Class B Common Stock outstanding and all 4,636 shares
of Preferred Stock owned of record by 4-SBS LLC, 4-SBS LLC's 4,636 shares of
Preferred Stock would represent approximately 0.14% of the outstanding shares of
Class A Common Stock.
(9) Assuming conversion of all 4,636 shares of Preferred Stock
owned of record by 4-SBS LLC, 4-SBS L.P., in its capacity as sole member of
4-SBS LLC, may, pursuant to Rule 13d-3 of the Exchange Act,
Page 26
<PAGE> 27
be deemed to be the beneficial owner of 80,626 shares of Class A Common Stock,
which, based on calculations made in accordance with Rule 13d-3 of the Exchange
Act and there being 38,123,727 shares of Class A Common Stock outstanding,
represents approximately 0.21% of the outstanding shares of Class A Common
Stock. Assuming conversion of all of the Class B Common Stock outstanding and
all 4,636 shares of Preferred Stock owned of record by 4-SBS LLC, 4-SBS L.P.'s
beneficial ownership of 4,636 shares of Preferred Stock would represent
approximately 0.14% of the outstanding shares of Class A Common Stock.
(10) Assuming conversion of all 197,652 shares of Preferred
Stock owned of record by Qualified LLC, Private LLC, 4-EQ LLC and 4-SBS LLC,
Hicks GP Partners, in its capacity as sole general partner of each of HM4/GP
Partners, 4-EQ L.P. and 4-SBS L.P., may, pursuant to Rule 13d-3 of the Exchange
Act, be deemed to be the beneficial owner of 3,437,425 shares of Class A Common
Stock, which, based on calculations made in accordance with Rule 13d-3 of the
Exchange Act and there being 38,123,727 shares of Class A Common Stock
outstanding, represents approximately 8.27% of the outstanding shares of Class A
Common Stock. Assuming conversion of all of the Class B Common Stock outstanding
and all 197,652 shares of Preferred Stock owned of record by Qualified LLC,
Private LLC, 4-EQ LLC and 4-SBS LLC, Hicks GP Partners' beneficial ownership of
197,652 shares of Preferred Stock would represent approximately 5.47% of the
outstanding shares of Class A Common Stock.
(11) Assuming conversion of all 197,652 shares of Preferred
Stock owned of record by Qualified LLC, Private LLC, 4-EQ LLC and 4-SBS LLC,
Fund IV LLC, in its capacity as the sole general partner of Hicks GP Partners,
may, pursuant to Rule 13d-3 of the Exchange Act, be deemed to be the beneficial
owner of 3,437,425 shares of Class A Common Stock, which, based on calculations
made in accordance with Rule 13d-3 of the Exchange Act and there being
38,123,727 shares of Class A Common Stock outstanding, represents approximately
8.27% of the outstanding shares of Class A Common Stock. Assuming conversion of
all of the Class B Common Stock outstanding and all 197,652 shares of Preferred
Stock owned of record by Qualified LLC, Private LLC, 4-EQ LLC and 4-SBS LLC,
Fund IV LLC's beneficial ownership of 197,652 shares of Preferred Stock would
represent approximately 5.47% of the outstanding shares of Class A Common Stock.
(12) PG-IV LLC is the record and beneficial owner of 10,040
shares of Preferred Stock. Assuming conversion of all such shares, PG-IV LLC is
the beneficial owner of 174,609 shares of Class A Common Stock, which, based on
calculations made in accordance with Rule 13d-3 of the Exchange Act and there
being 38,123,727 shares of Class A Common Stock outstanding, represents
approximately .46% of the outstanding shares of Class A Common Stock. Assuming
conversion of all of the Class B Common Stock outstanding and all 10,040 shares
of Preferred Stock owned of record by PG-IV LLC, PG-IV LLC's 10,040 shares of
Preferred Stock would represent approximately 0.29% of the outstanding shares of
Class A Common Stock.
(13) Assuming conversion of all 10,040 shares of Preferred
Stock owned of record by PG-IV LLC, PG-IV C.V., in its capacity as sole member
of PG-IV LLC, may, pursuant to Rule 13d-3 of the Exchange Act, be deemed to be
the beneficial owner of 174,609 shares of Class A Common Stock, which, based on
calculations made in accordance with Rule 13d-3 of the Exchange Act and there
being 38,123,727 shares of Class A Common Stock outstanding, represents
approximately .46% of the outstanding shares of Class A Common Stock. Assuming
conversion of all of the Class B Common Stock outstanding and all 10,040 shares
of Preferred Stock owned of record by PG-IV LLC, PG-IV L.P.'s beneficial
ownership of 10,040 shares of Preferred Stock would represent approximately
0.29% of the outstanding shares of Class A Common Stock.
(14) Assuming conversion of all 10,040 shares of Preferred
Stock owned of record by PG-IV LLC, HM Equity C.V., in its capacity as sole
general partner of PG-IV C.V., may, pursuant to Rule 13d-3 of the Exchange Act,
be deemed to be the beneficial owner of 174,609 shares of Class A Common Stock,
which, based on calculations made in accordance with Rule 13d-3 of the Exchange
Act and there being 38,123,727 shares of Class A Common Stock outstanding,
represents approximately .46% of the outstanding shares of Class A Common Stock.
Assuming conversion of all of the Class B Common Stock outstanding and all
10,040 shares of Preferred
Page 27
<PAGE> 28
Stock owned of record by PG-IV LLC, HM Equity C.V.'s beneficial ownership of
10,040 shares of Preferred Stock would represent approximately 0.29% of the
outstanding shares of Class A Common Stock.
(15) Assuming conversion of all 10,040 shares of Preferred
Stock owned of record by PG-IV LLC, GP Cayman L.P., in its capacity as sole
general partner of HM Equity C.V., may, pursuant to Rule 13d-3 of the Exchange
Act, be deemed to be the beneficial owner of 174,609 shares of Class A Common
Stock, which, based on calculations made in accordance with Rule 13d-3 of the
Exchange Act and there being 38,123,727 shares of Class A Common Stock
outstanding, represents approximately .46% of the outstanding shares of Class A
Common Stock. Assuming conversion of all of the Class B Common Stock outstanding
and all 10,040 shares of Preferred Stock owned of record by PG-IV LLC, GP Cayman
L.P.'s beneficial ownership of 10,040 shares of Preferred Stock would represent
approximately 0.29% of the outstanding shares of Class A Common Stock.
(16) Assuming conversion of all 10,040 shares of Preferred
Stock owned of record by PG-IV LLC, Fund IV Cayman LLC, in its capacity as the
sole general partner of GP Cayman L.P. may, pursuant to Rule 13d-3 of the
Exchange Act, be deemed to be the beneficial owner of 174,609 shares of Class A
Common Stock, which, based on calculations made in accordance with Rule 13d-3 of
the Exchange Act and there being 38,123,727 shares of Class A Common Stock
outstanding, represents approximately .46% of the outstanding shares of Class A
Common Stock. Assuming conversion of all of the Class B Common Stock outstanding
and all 10,040 shares of Preferred Stock owned of record by PG-IV LLC, Fund IV
Cayman LLC's beneficial ownership of 10,040 shares of Preferred Stock would
represent approximately 0.29% of the outstanding shares of Class A Common Stock.
(17) As a result of the sale of its Preferred Stock to
Qualified LLC, Private LLC, 4-EQ LLC, 4-SBS LLC and PG-IV LLC, Bridge LLC is no
longer the record and beneficial owner of any shares of Preferred Stock.
(18) As a result of the sale of by Bridge LLC of its Preferred
Stock to Qualified LLC, Private LLC, 4-EQ LLC, 4-SBS LLC and PG-IV LLC, Bridge
Partners L.P., in its capacity as sole member of Bridge LLC, may no longer be,
pursuant to Rule 13d-3 of the Exchange Act, deemed to be the beneficial owner of
any shares of Class A Common Stock, upon any conversion of any such shares of
Preferred Stock.
(19) As a result of the sale by Bridge LLC of its Preferred
Stock to Qualified LLC, Private LLC, 4-EQ LLC, 4-SBS LLC and PG-IV LLC, Bridge
Partners LLC, in its capacity as general partner of Bridge Partners L.P., may no
longer be, pursuant to Rule 13d-3 of the Exchange Act, deemed to be the
beneficial owner of any shares of Class A Common Stock, upon any conversion of
such shares of Preferred Stock.
(20) Assuming conversion of all 207,692 shares of Preferred
Stock owned of record by Qualified LLC, Private LLC, 4-EQ LLC, 4-SBS LLC and
PG-IV LLC, Mr. Thomas O. Hicks, in his capacity as sole member of Fund IV LLC
and Fund IV Cayman LLC, may, pursuant to Rule 13d-3 of the Exchange Act, be
deemed to be the beneficial owner of 3,612,034 shares of Class A Common Stock,
which based on calculations made in accordance with Rule 13d-3 of the Exchange
Act and there being 38,123,727 shares of Class A Common Stock outstanding,
represents approximately 8.66% of the outstanding shares of Class A Common
Stock. Assuming conversion of all of the Class B Common Stock outstanding and
all 207,692 shares of Preferred Stock owned of record by Qualified LLC, Private
LLC, 4-EQ LLC, 4-SBS LLC and PG-IV LLC, Mr. Hicks' beneficial ownership of
207,692 shares of Preferred Stock would represent approximately 5.73% of the
outstanding shares of Class A Common Stock.
The Reporting Persons expressly disclaim (a) the existence of any group
and (b) beneficial ownership with respect to any shares other than the shares
owned of record by such Reporting Person.
(b) The information set forth in Items 7 through 11 of the cover pages
hereto is incorporated herein by reference.
Page 28
<PAGE> 29
(c) Except as set forth herein, none of the persons named in response
to paragraph (a) has effected any transactions in shares of Class A Common Stock
during the past 60 days.
(d) The right to receive dividends on, and proceeds from the sale of,
the shares of Class A Common Stock which may be beneficially owned by the
persons described in (a) and (b) above is governed by the limited liability
company agreements and limited partnership agreements of each such entity, and
such dividends or proceeds may be distributed with respect to numerous member
interests and general and limited partnership interests.
ITEM 6. CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR RELATIONSHIPS WITH RESPECT TO
SECURITIES OF THE ISSUER.
Item 6 of the Schedule 13D is hereby amended and restated in its
entirety to read as follows:
The matters set forth in Item 2 are incorporated in this Item 6 by
reference as if fully set forth herein.
Stock Purchase Agreement
Pursuant to the Stock Purchase Agreement (the "Stock Purchase
Agreement"), dated as of November 4, 1999 between the Issuer, HMTF-IV
Acquisition Corp. ("HMTF-IV") and each of the other Purchasers (as defined in
the Stock Purchase Agreement) named on Schedule I thereto, the Issuer agreed to
sell to HMTF-IV, and HMTF-IV agreed to purchase from the Issuer, 200,000 shares
of Preferred Stock for a purchase price of $200,000,000.
Prior to the issuance of the shares of Preferred Stock at the Closing
(as defined below), pursuant to an Assignment of Rights Under Stock Purchase
Agreement dated November 9, 1999 (the "Initial Assignment Agreement"), HMTF-IV
assigned all of its rights, titles, interests and obligations in, to and under
the Stock Purchase Agreement to Qualified LLC, Private LLC, 4-EQ LLC, 4-SBS LLC
and PG-IV LLC (the "Assignees"). Following the execution and delivery of the
Initial Assignment Agreement, pursuant to an Assignment of Rights Under Stock
Purchase Agreement dated November 16, 1999 (the "Second Assignment Agreement"),
each Assignee assigned 25% of its rights, titles, interests and obligations in,
to and under the Stock Purchase Agreement to Bridge LLC.
On December 3, 1999, at the closing held pursuant to the Stock Purchase
Agreement (the "Closing"), the Issuer sold to each of the persons listed below
(the "HMTF Holders") the number of shares of Preferred Stock set forth opposite
each person's name below in exchange for the purchase price set forth opposite
such person's name below.
<TABLE>
<CAPTION>
NUMBER OF
NAME OF ENTITY SHARES PURCHASED PURCHASE PRICE
-------------- ---------------- --------------
<S> <C> <C>
Qualified LLC 136,207 $136,207,000
Private LLC 965 $ 965,000
4-EQ LLC 2,226 $ 2,226,000
4-SBS LLC 3,350 $ 3,350,000
PG-IV LLC 7,252 $ 7,252,000
Bridge LLC 50,000 $ 50,000,000
</TABLE>
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<PAGE> 30
The foregoing description of the Stock Purchase Agreement is not, and
does not purport to be, complete and is qualified in its entirety by reference
to the Stock Purchase Agreement, a copy of which is filed as Exhibit 10.1 to the
Schedule 13D and is incorporated herein by reference.
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<PAGE> 31
On June 26, 2000, Bridge LLC sold its shares of Preferred Stock,
including shares received as dividends, to Qualified LLC, Private LLC, 4-EQ LLC,
4-SBS LLC and PG-IV LLC, and such entities purchased such shares, as set forth
below:
<TABLE>
<CAPTION>
NUMBER OF SHARES OF PREFERRED STOCK
NAME OF ENTITY PURCHASED
-------------- -----------------------------------
<S> <C>
Qualified LLC 47,149
Private LLC 334
4-EQ LLC 771
4-SBS LLC 1,159
PG-IV LLC 2,510
</TABLE>
On June 26, 2000, Bridge Partners L.P. repaid the borrowing under the
Credit Agreement referred to in Item 3 with the proceeds of the sale of its
shares of Preferred Stock to Qualified LLC, Private LLC, 4-EQ LLC, 4-SBS LLC
and PG-IV LLC, as set forth above.
Registration Rights
At Closing, the Issuer and the holders of Preferred Stock entered into
a Registration Rights Agreement (the "Registration Rights Agreement"), pursuant
to which the Issuer has agreed to effect three "demand" registrations at the
request of the holders of a majority of the Registrable Securities held by the
HMTF Holders and any direct or indirect transferee of any Registrable Securities
held by the HMTF Holders, provided that each such demand registration must be in
respect of Registrable Securities (as defined below) with a fair market value of
at least $50,000,000 and provided that certain other restrictions are met. In
addition, the Purchasers have certain piggyback registration rights in
connection with registrations of the Issuer's securities under the Securities
Act of 1933 (the "Securities Act").
"Registrable Securities" means (a) the Preferred Stock purchased
pursuant to the Stock Purchase Agreement, plus any additional shares of
Preferred Stock issued in respect thereof in connection with any stock split,
stock dividend or similar event with respect to the Preferred Stock, (b) the
Class A Common Stock issued upon conversion of such Preferred Stock, plus any
additional shares of Class A Common Stock issued in respect thereof in
connection with any stock split, stock dividend or similar event with respect to
the Class A Common Stock and (c) any securities that the Issuer or any successor
entity into which such Class A Common Stock or such Preferred Stock may be
converted or changed.
The foregoing description of the Registration Rights Agreement is not,
and does not purport to be, complete and is qualified in its entirety by
reference to the Registration Rights Agreement, a copy of which is filed as
Exhibit 10.2 to the Schedule 13D and is incorporated herein by reference.
Certificate of Designation
As contemplated by the Stock Purchase Agreement, the Board of Directors
of the Issuer approved and adopted the Certificate of Designation of the Powers,
Preferences and Relative, Participating, Optional and Other Special Rights of
7 3/4% Cumulative Convertible Preferred Stock and Qualifications, Limitations
and Restrictions Thereof (the "Certificate of Designation") to create the series
of Preferred Stock. Under the Certificate of Designation, the shares of
Preferred Stock will, with respect to dividend rights and rights on liquidation,
winding-
Page 31
<PAGE> 32
up and dissolution, rank (i) senior to all shares of Class A Common Stock and to
each other class of capital stock or preferred stock of the Issuer, the terms of
which do not expressly provide that it ranks senior to or on a parity with the
shares of the Preferred Stock as to dividend rights and rights on liquidation,
winding-up and dissolution of the Issuer; (ii) on a parity with additional
shares of Preferred Stock issued by the Issuer and each other class of capital
stock or series of preferred stock of the Issuer issued by Issuer, the terms of
which expressly provide that such class or series will rank on a parity with the
shares of the Preferred Stock as to dividend rights and rights on liquidation,
winding-up and dissolution, if the Issuer, in issuing the shares, complies with
applicable provisions in the Certificate of Designation; and (iii) junior to
each class of capital stock or series of preferred stock of the Issuer issued by
the Issuer, the terms of which expressly provide that such class or series will
rank senior to the shares of Preferred Stock as to dividend rights and rights
upon liquidation, winding-up and dissolution, if the Issuer, in issuing the
shares, complies with applicable provisions in the Certificate of Designation.
The holders of the shares of Preferred Stock will be entitled to
receive with respect to each share of Preferred Stock, out of funds legally
available for the payment of dividends, dividends at a rate per annum of 7-3/4%
of the then-effective Liquidation Preference (as defined below). Such dividends
shall be cumulative from the date of issuance of the Preferred Stock and shall
be payable quarterly in arrears. The Issuer shall make any dividend payments
with respect to any period (i) prior to November 30, 2004, by delivery of shares
of Preferred Stock, and (ii) after November 30, 2004, (a) in cash, (b) by
delivery of shares of Preferred Stock or (c) through any combination of the
foregoing.
The holders of shares of Preferred Stock will have the right,
generally, at any time, to convert any or all their shares of Preferred Stock
into a number of fully paid and nonassessable shares of Class A Common Stock
equal to the then effective Liquidation Preference thereof plus accrued and
unpaid dividends to the date of conversion divided by the Conversion Price in
effect at the time of conversion.
The shares of Preferred Stock may be redeemed at any time commencing on
or after November 30, 2004 (or earlier, if, under the Certificate of
Designation, certain conditions relating to a Change of Control (as defined in
the Certificate of Designation) shall have occurred), in whole or from time to
time in part, at the election of the Issuer, at a redemption price payable in
cash equal to 100% (or, under certain conditions described below relating to a
Change of Control, 101%) of the then effective Liquidation Preference plus
accrued and unpaid dividends from the last dividend payment date to the date
fixed for redemption. Shares of Preferred Stock (if not earlier redeemed or
converted) shall be mandatorily redeemed by the Issuer on November 30, 2014, at
a redemption price per share in cash equal to the then effective Liquidation
Preference, plus accrued and unpaid dividends thereon from the last dividend
payment date to the date of mandatory redemption.
Upon occurrence of a "Change of Control" (as defined in the Certificate
of Designation), the holders of Preferred Stock shall have the right to either
(a) continue to hold their shares of Preferred Stock or securities issued in
respect of Preferred Stock in connection with such Change of Control and in
compliance with the terms of the Certificate of Designation, (b) convert their
shares of Preferred Stock (including shares received as a Special Payment
(defined below)) and, if the Change of Control occurs prior to November 30,
2004, receive the Special Payment on such shares (the "Conversion Option") or
(c) elect to have their shares of Preferred Stock remarketed as described below
(the "Remarketing Option").
If the Conversion Option is selected with respect to a share of
Preferred Stock, the holder of such share of Preferred Stock shall be deemed to
have elected to convert such share in accordance with provisions of the
Certificate of Designation and, if the Change of Control occurs prior to
November 30, 2004, the Issuer shall issue, and the holder shall be entitled to
receive, in respect of such share selected for the Conversion Option, a number
of shares of Preferred Stock determined pursuant to a formula set forth in the
Certificate of Designation (the "Special Payment"). Any shares of Preferred
Stock received as a Special Payment may then be converted by the holder thereof
as provided in the Certificate of Designation.
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<PAGE> 33
If the Remarketing Option is selected with respect to a share of
Preferred Stock, such holder shall be deemed to have elected to waive such
holder's right to receive the Special Payment with respect to such Change of
Control and the Issuer shall thereafter have the option to either (a) have such
share redeemed in accordance with the provisions for optional redemption
contained in the Certificate of Designation, except that the redemption price
shall be 101% of the Liquidation Preference of such share plus accrued and
unpaid dividends from the last dividend payment date to the redemption date, or
(b) remarket such share for the account of such holder and, if the net proceeds
to such holder of such remarketing are less than 101% of the Liquidation
Preference of such share plus accrued and unpaid dividends thereon from the last
dividend payment date to the date payment is received by such holder in respect
of such share, the Issuer shall issue to and sell for the account of such holder
a sufficient number of shares of Class A Common Stock to make up such shortfall.
If the Issuer does not, within 180 days after the date of the Issuer's giving
written notice of its election of (a) or (b) above, settle the claim with the
holder pursuant to (a) or (b) above, then the holder shall have the option, for
a period of 10 business days, of electing the Conversion Option.
The holders of the shares of Preferred Stock will be entitled to vote
on all matters that the holders of the Issuer's Class A Common Stock are
entitled to vote upon. In exercising these voting rights, each share of
Preferred Stock shall be entitled to vote on an as-converted basis with the
holders of the Issuer's Class A Common Stock. The approval of the holders of at
least a majority of the then-outstanding shares of Preferred Stock, voting as
one class, will be required for the Issuer to take certain actions. In addition,
for so long as members of the HMTF Group own (a) at least 100 shares of
Preferred Stock and (b) any combination of the shares of Preferred Stock issued
to the HMTF Holders as of the Closing date and shares of Class A Common Stock
issued upon conversion of such Preferred Stock, which, taken together, would
represent (if all such shares of Preferred Stock were converted) an amount of
Class A Common Stock issuable upon conversion of 50% or more of such Preferred
Stock, the holders of the HMTF Shares, voting as a class, may elect one director
to serve on the board of directors of the Issuer. Pursuant to this right, the
HMTF Holders have elected Thomas O. Hicks for election to the board of directors
of the Issuer. The Stock Purchase Agreement contains a parallel provision for
the election of a director, but subject only to the minimum ownership level set
forth in clause (b) of the second preceding sentence, that is inoperative for so
long as the above described provision is in effect.
"Liquidation Preference" means an amount equal to $1,000 per share of
Preferred Stock, subject to change in accordance with the provisions of the
Certificate of Designation.
The foregoing description is not, and does not purport to be, complete
and is qualified in its entirety by reference to the Certificate of Designation,
a copy of which is filed as Exhibit 10.3 to the Schedule 13D and is incorporated
by reference.
ITEM 7. MATERIAL TO BE FILED AS EXHIBITS.
Exhibit 10.5: Assignment of Securities by Bridge LLC to each of Qualified
LLC, Private LLC, 4-EQ LLC, 4-SBS LLC and PG-IV LLC.
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<PAGE> 34
SIGNATURE
After reasonable inquiry and to the best of my knowledge and belief,
the undersigned certifies that the information set forth in this statement is
true, complete and correct.
July 18, 2000 *
---------------------------------
Name: Thomas O. Hicks
* By: /s/ David W. Knickel
----------------------------
Name: David W. Knickel
Attorney-in-Fact
S-1
<PAGE> 35
SIGNATURE
After reasonable inquiry and to the best of my knowledge and belief,
the undersigned certifies that the information set forth in this statement is
true, complete and correct.
July 18, 2000 HM4 TELIGENT QUALIFIED FUND, LLC
By: /s/ David W. Knickel
--------------------------------
Name: David W. Knickel
Title: Vice President
S-2
<PAGE> 36
SIGNATURE
After reasonable inquiry and to the best of my knowledge and belief,
the undersigned certifies that the information set forth in this statement is
true, complete and correct.
July 18, 2000 HMTF EQUITY FUND IV (1999), L.P.
By: HM4/GP (1999) Partners, L.P.,
its General Partner
By: Hicks, Muse GP (1999) Partners
IV, L.P., its General Partner
By: Hicks, Muse (1999) Fund IV,
LLC, its General Partner
By: /s/ David W. Knickel
--------------------------------
Name: David W. Knickel
Title: Vice President
S-3
<PAGE> 37
SIGNATURE
After reasonable inquiry and to the best of my knowledge and belief,
the undersigned certifies that the information set forth in this statement is
true, complete and correct.
July 18, 2000 HM4 TELIGENT PRIVATE FUND, LLC
By: /s/ David W. Knickel
--------------------------------
Name: David W. Knickel
Title: Vice President
S-4
<PAGE> 38
SIGNATURE
After reasonable inquiry and to the best of my knowledge and belief,
the undersigned certifies that the information set forth in this statement is
true, complete and correct.
July 18, 2000 HMTF PRIVATE EQUITY FUND IV (1999), L.P.
By: HM4/GP (1999) Partners, L.P., its
General Partner
By: Hicks, Muse GP (1999) Partners IV,
L.P., its General Partner
By: Hicks, Muse (1999) Fund IV, LLC,
its General Partner
By: /s/ David W. Knickel
-------------------------------------
Name: David W. Knickel
Title: Vice President
S-5
<PAGE> 39
SIGNATURE
After reasonable inquiry and to the best of my knowledge and belief,
the undersigned certifies that the information set forth in this statement is
true, complete and correct.
July 18, 2000 HM4/GP (1999) PARTNERS, L.P.
By: Hicks, Muse GP (1999) Partners IV,
L.P., its General Partner
By: Hicks, Muse (1999) Fund IV, LLC,
its General Partner
By: /s/ David W. Knickel
-------------------------------------
Name: David W. Knickel
Title: Vice President
S-6
<PAGE> 40
SIGNATURE
After reasonable inquiry and to the best of my knowledge and belief,
the undersigned certifies that the information set forth in this statement is
true, complete and correct.
July 18, 2000 HM 4-EQ TELIGENT COINVESTORS, LLC
By: /s/ David W. Knickel
-------------------------------------
Name: David W. Knickel
Title: Vice President
S-7
<PAGE> 41
SIGNATURE
After reasonable inquiry and to the best of my knowledge and belief,
the undersigned certifies that the information set forth in this statement is
true, complete and correct.
July 18, 2000 HM 4-EQ (1999) COINVESTORS, L.P.
By: Hicks, Muse GP (1999) Partners IV,
L.P., its General Partner
By: Hicks, Muse (1999) Fund IV, LLC,
its General Partner
By: /s/ David W. Knickel
-------------------------------------
Name: David W. Knickel
Title: Vice President
S-8
<PAGE> 42
SIGNATURE
After reasonable inquiry and to the best of my knowledge and belief,
the undersigned certifies that the information set forth in this statement is
true, complete and correct.
July 18, 2000 HM 4-SBS TELIGENT COINVESTORS, LLC
By: /s/ David W. Knickel
-------------------------------------
Name: David W. Knickel
Title: Vice President
S-9
<PAGE> 43
SIGNATURE
After reasonable inquiry and to the best of my knowledge and belief,
the undersigned certifies that the information set forth in this statement is
true, complete and correct.
July 18, 2000 HM 4-SBS (1999) COINVESTORS, L.P.
By: Hicks, Muse GP (1999) Partners IV,
L.P., its General Partner
By: Hicks, Muse (1999) Fund IV, LLC,
its General Partner
By: /s/ David W. Knickel
-------------------------------------
Name: David W. Knickel
Title: Vice President
S-10
<PAGE> 44
SIGNATURE
After reasonable inquiry and to the best of my knowledge and belief,
the undersigned certifies that the information set forth in this statement is
true, complete and correct.
July 18, 2000 HICKS, MUSE GP (1999) PARTNERS IV, L.P.
By: Hicks, Muse (1999) Fund IV, LLC,
its General Partner
By: /s/ David W. Knickel
-------------------------------------
Name: David W. Knickel
Title: Vice President
S-11
<PAGE> 45
SIGNATURE
After reasonable inquiry and to the best of my knowledge and belief,
the undersigned certifies that the information set forth in this statement is
true, complete and correct.
July 18, 2000 HICKS, MUSE (1999) FUND IV, LLC
By: /s/ David W. Knickel
-------------------------------------
Name: David W. Knickel
Title: Vice President
S-12
<PAGE> 46
SIGNATURE
After reasonable inquiry and to the best of my knowledge and belief,
the undersigned certifies that the information set forth in this statement is
true, complete and correct.
July 18, 2000 HM PG-IV TELIGENT, LLC
By: /s/ David W. Knickel
-------------------------------------
Name: David W. Knickel
Title: Vice President
S-13
<PAGE> 47
SIGNATURE
After reasonable inquiry and to the best of my knowledge and belief,
the undersigned certifies that the information set forth in this statement is
true, complete and correct.
July 18, 2000 HICKS, MUSE PG-IV (1999), C.V.
By: HM Equity Fund IV/GP Partners
(1999), C.V., its General Partner
By: HM GP Partners IV Cayman, L.P.,
its General Partner
By: HM Fund IV Cayman LLC, its General
Partner
By: /s/ David W. Knickel
-------------------------------------
Name: David W. Knickel
Title: Vice President
S-14
<PAGE> 48
SIGNATURE
After reasonable inquiry and to the best of my knowledge and belief,
the undersigned certifies that the information set forth in this statement is
true, complete and correct.
July 18, 2000 HM EQUITY FUND IV/GP PARTNERS (1999), C.V.
By: HM GP Partners IV Cayman, L.P., its
General Partner
By: HM Fund IV Cayman LLC, its General
Partner
By: /s/ David W. Knickel
---------------------------------------
Name: David W. Knickel
Title: Vice President
S-15
<PAGE> 49
SIGNATURE
After reasonable inquiry and to the best of my knowledge and belief,
the undersigned certifies that the information set forth in this statement is
true, complete and correct.
July 18, 2000 HM GP PARTNERS IV CAYMAN, L.P.
By: HM Fund IV Cayman LLC, its General
Partner
By: /s/ David W. Knickel
---------------------------------------
Name: David W. Knickel
Title: Vice President
S-16
<PAGE> 50
SIGNATURE
After reasonable inquiry and to the best of my knowledge and belief,
the undersigned certifies that the information set forth in this statement is
true, complete and correct.
July 18, 2000 HM FUND IV CAYMAN LLC
By: /s/ David W. Knickel
---------------------------------------
Name: David W. Knickel
Title: Vice President
S-17
<PAGE> 51
SIGNATURE
After reasonable inquiry and to the best of my knowledge and belief,
the undersigned certifies that the information set forth in this statement is
true, complete and correct.
July 18, 2000 HMTF BRIDGE TELIGENT, LLC
By: /s/ David W. Knickel
---------------------------------------
Name: David W. Knickel
Title: Vice President
S-18
<PAGE> 52
SIGNATURE
After reasonable inquiry and to the best of my knowledge and belief,
the undersigned certifies that the information set forth in this statement is
true, complete and correct.
July 18, 2000 HMTF BRIDGE PARTNERS, L.P.
By: HMTF Bridge Partners, LLC, its
General Partner
By: /s/ David W. Knickel
---------------------------------------
Name: David W. Knickel
Title: Vice President
S-19
<PAGE> 53
SIGNATURE
After reasonable inquiry and to the best of my knowledge and belief,
the undersigned certifies that the information set forth in this statement is
true, complete and correct.
July 18, 2000 HMTF BRIDGE PARTNERS, LLC
By: /s/ David W. Knickel
---------------------------------------
Name: David W. Knickel
Title: Vice President
S-20
<PAGE> 54
EXHIBIT INDEX
<TABLE>
<CAPTION>
EXHIBIT
NUMBER DESCRIPTION
------- -----------
<S> <C>
10.5 Assignment of Securities by Bridge LLC to each of Qualified
LLC, Private LLC, 4-EQ LLC, 4-SBS LLC and PG-IV LLC.
</TABLE>
