<PAGE> 1
================================================================================
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
----------
SCHEDULE 13D/A
UNDER THE SECURITIES EXCHANGE ACT OF 1934
(AMENDMENT NO. 1)
GLOBIX CORPORATION
(Name of Issuer)
COMMON STOCK, PAR VALUE $.01 PER SHARE
(Title of Class of Securities)
07814V 10 2
(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
June 26, 2000
(Date of Event which Requires Filing of this Statement)
<PAGE> 2
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. 07814V 10 2
--------------------------------------------------------------------------------
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* 8,000,000
Owned by Each Reporting --------------------------------------------
9 Sole Dispositive Power 0
Person With --------------------------------------------
10 Shared Dispositive Power* 8,000,000
--------------------------------------------------------------------------------
11 Aggregate Amount Beneficially Owned by each Reporting Person** 8,000,000
--------------------------------------------------------------------------------
12 Check if the Aggregate Amount in Row (11) Excludes Certain Shares [ ]
--------------------------------------------------------------------------------
13 Percent of Class Represented by Amount in Row (11)** 17.91%
--------------------------------------------------------------------------------
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 Series A 7.5% Convertible Preferred Stock
beneficially owned by such reporting person, but without giving effect
to the conversion into Common Stock of any Series A 7.5% Convertible
Preferred Stock held by others. See Item 5.
Page 3
<PAGE> 4
CUSIP NO. 07814V 10 2
--------------------------------------------------------------------------------
1 Name of Reporting Person
I.R.S. Identification No. of above person (entities only)
HM4 Globix 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* 7,264,400
Owned by Each Reporting --------------------------------------------
9 Sole Dispositive Power 0
Person With --------------------------------------------
10 Shared Dispositive Power* 7,264,400
--------------------------------------------------------------------------------
11 Aggregate Amount Beneficially Owned by each Reporting Person** 7,264,400
--------------------------------------------------------------------------------
12 Check if the Aggregate Amount in Row (11) Excludes Certain Shares [ ]
--------------------------------------------------------------------------------
13 Percent of Class Represented by Amount in Row (11)** 16.53%
--------------------------------------------------------------------------------
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 Series A 7.5% Convertible Preferred Stock
beneficially owned by such reporting person, but without giving effect
to the conversion into Common Stock of any Series A 7.5% Convertible
Preferred Stock held by others. See Item 5.
Page 4
<PAGE> 5
CUSIP NO. 07814V 10 2
--------------------------------------------------------------------------------
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* 7,264,400
Owned by Each Reporting --------------------------------------------
9 Sole Dispositive Power 0
Person With --------------------------------------------
10 Shared Dispositive Power* 7,264,400
--------------------------------------------------------------------------------
11 Aggregate Amount Beneficially Owned by each Reporting Person** 7,264,400
--------------------------------------------------------------------------------
12 Check if the Aggregate Amount in Row (11) Excludes Certain Shares [ ]
--------------------------------------------------------------------------------
13 Percent of Class Represented by Amount in Row (11)** 16.53%
--------------------------------------------------------------------------------
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 Series A 7.5% Convertible Preferred Stock
beneficially owned by such reporting person, but without giving effect
to the conversion into Common Stock of any Series A 7.5% Convertible
Preferred Stock held by others. See Item 5.
Page 5
<PAGE> 6
CUSIP NO. 07814V 10 2
--------------------------------------------------------------------------------
1 Name of Reporting Person
I.R.S. Identification No. of above person (entities only)
HM4 Globix 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* 51,500
Owned by Each Reporting --------------------------------------------
9 Sole Dispositive Power 0
Person With --------------------------------------------
10 Shared Dispositive Power* 51,500
--------------------------------------------------------------------------------
11 Aggregate Amount Beneficially Owned by each Reporting Person** 51,500
--------------------------------------------------------------------------------
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 Series A 7.5% Convertible Preferred Stock
beneficially owned by such reporting person, but without giving effect
to the conversion into Common Stock of any Series A 7.5% Convertible
Preferred Stock held by others. See Item 5.
Page 6
<PAGE> 7
CUSIP NO. 07814V 10 2
--------------------------------------------------------------------------------
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* 51,500
Owned by Each Reporting --------------------------------------------
9 Sole Dispositive Power 0
Person With --------------------------------------------
10 Shared Dispositive Power* 51,500
--------------------------------------------------------------------------------
11 Aggregate Amount Beneficially Owned by each Reporting Person** 51,500
--------------------------------------------------------------------------------
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 Series A 7.5% Convertible Preferred Stock
beneficially owned by such reporting person, but without giving effect
to the conversion into Common Stock of any Series A 7.5% Convertible
Preferred Stock held by others. See Item 5.
Page 7
<PAGE> 8
CUSIP NO. 07814V 10 2
--------------------------------------------------------------------------------
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* 7,315,900
Owned by Each Reporting --------------------------------------------
9 Sole Dispositive Power 0
Person With --------------------------------------------
10 Shared Dispositive Power* 7,315,900
--------------------------------------------------------------------------------
11 Aggregate Amount Beneficially Owned by each Reporting Person** 7,315,900
--------------------------------------------------------------------------------
12 Check if the Aggregate Amount in Row (11) Excludes Certain Shares [ ]
--------------------------------------------------------------------------------
13 Percent of Class Represented by Amount in Row (11)** 16.63%
--------------------------------------------------------------------------------
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 Series A 7.5% Convertible Preferred Stock
beneficially owned by such reporting person, but without giving effect
to the conversion into Common Stock of any Series A 7.5% Convertible
Preferred Stock held by others. See Item 5.
Page 8
<PAGE> 9
CUSIP NO. 07814V 10 2
--------------------------------------------------------------------------------
1 Name of Reporting Person
I.R.S. Identification No. of above person (entities only)
HM 4-EQ Globix 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* 118,600
Owned by Each Reporting --------------------------------------------
9 Sole Dispositive Power 0
Person With --------------------------------------------
10 Shared Dispositive Power* 118,600
--------------------------------------------------------------------------------
11 Aggregate Amount Beneficially Owned by each Reporting Person** 118,600
--------------------------------------------------------------------------------
12 Check if the Aggregate Amount in Row (11) Excludes Certain Shares [ ]
--------------------------------------------------------------------------------
13 Percent of Class Represented by Amount in Row (11)** 0.32%
--------------------------------------------------------------------------------
14 Type of Reporting Person 00
--------------------------------------------------------------------------------
* 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 Series A 7.5% Convertible Preferred Stock
beneficially owned by such reporting person, but without giving effect
to the conversion into Common Stock of any Series A 7.5% Convertible
Preferred Stock held by others. See Item 5.
Page 9
<PAGE> 10
CUSIP NO. 07814V 10 2
--------------------------------------------------------------------------------
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* 118,600
Owned by Each Reporting --------------------------------------------
9 Sole Dispositive Power 0
Person With --------------------------------------------
10 Shared Dispositive Power* 118,600
--------------------------------------------------------------------------------
11 Aggregate Amount Beneficially Owned by each Reporting Person** 118,600
--------------------------------------------------------------------------------
12 Check if the Aggregate Amount in Row (11) Excludes Certain Shares [ ]
--------------------------------------------------------------------------------
13 Percent of Class Represented by Amount in Row (11)** 0.32%
--------------------------------------------------------------------------------
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 Series A 7.5% Convertible Preferred Stock
beneficially owned by such reporting person, but without giving effect
to the conversion into Common Stock of any Series A 7.5% Convertible
Preferred Stock held by others. See Item 5.
Page 10
<PAGE> 11
CUSIP NO. 07814V 10 2
--------------------------------------------------------------------------------
1 Name of Reporting Person
I.R.S. Identification No. of above person (entities only)
HM 4-SBS Globix 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* 178,700
Owned by Each Reporting --------------------------------------------
9 Sole Dispositive Power 0
Person With --------------------------------------------
10 Shared Dispositive Power* 178,700
--------------------------------------------------------------------------------
11 Aggregate Amount Beneficially Owned by each Reporting Person** 178,700
--------------------------------------------------------------------------------
12 Check if the Aggregate Amount in Row (11) Excludes Certain Shares [ ]
--------------------------------------------------------------------------------
13 Percent of Class Represented by Amount in Row (11)** 0.49%
--------------------------------------------------------------------------------
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 Series A 7.5% Convertible Preferred Stock
beneficially owned by such reporting person, but without giving effect
to the conversion into Common Stock of any Series A 7.5% Convertible
Preferred Stock held by others. See Item 5.
Page 11
<PAGE> 12
CUSIP NO. 07814V 10 2
--------------------------------------------------------------------------------
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* 178,700
Owned by Each Reporting --------------------------------------------
9 Sole Dispositive Power 0
Person With --------------------------------------------
10 Shared Dispositive Power* 178,700
--------------------------------------------------------------------------------
11 Aggregate Amount Beneficially Owned by each Reporting Person** 178,700
--------------------------------------------------------------------------------
12 Check if the Aggregate Amount in Row (11) Excludes Certain Shares [ ]
--------------------------------------------------------------------------------
13 Percent of Class Represented by Amount in Row (11)** 0.49%
--------------------------------------------------------------------------------
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 Series A 7.5% Convertible Preferred Stock
beneficially owned by such reporting person, but without giving effect
to the conversion into Common Stock of any Series A 7.5% Convertible
Preferred Stock held by others. See Item 5.
Page 12
<PAGE> 13
CUSIP NO. 07814V 10 2
--------------------------------------------------------------------------------
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* 7,613,200
Owned by Each Reporting --------------------------------------------
9 Sole Dispositive Power 0
Person With --------------------------------------------
10 Shared Dispositive Power* 7,613,200
--------------------------------------------------------------------------------
11 Aggregate Amount Beneficially Owned by each Reporting Person** 7,613,200
--------------------------------------------------------------------------------
12 Check if the Aggregate Amount in Row (11) Excludes Certain Shares [ ]
--------------------------------------------------------------------------------
13 Percent of Class Represented by Amount in Row (11)** 17.19%
--------------------------------------------------------------------------------
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 Series A 7.5% Convertible Preferred Stock
beneficially owned by such reporting person, but without giving effect
to the conversion into Common Stock of any Series A 7.5% Convertible
Preferred Stock held by others. See Item 5.
Page 13
<PAGE> 14
CUSIP NO. 07814V 10 2
--------------------------------------------------------------------------------
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* 7,613,200
Owned by Each Reporting --------------------------------------------
9 Sole Dispositive Power 0
Person With --------------------------------------------
10 Shared Dispositive Power* 7,613,200
--------------------------------------------------------------------------------
11 Aggregate Amount Beneficially Owned by each Reporting Person** 7,613,200
--------------------------------------------------------------------------------
12 Check if the Aggregate Amount in Row (11) Excludes Certain Shares [ ]
--------------------------------------------------------------------------------
13 Percent of Class Represented by Amount in Row (11)** 17.19%
--------------------------------------------------------------------------------
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 Series A 7.5% Convertible Preferred Stock
beneficially owned by such reporting person, but without giving effect
to the conversion into Common Stock of any Series A 7.5% Convertible
Preferred Stock held by others. See Item 5.
Page 14
<PAGE> 15
CUSIP NO. 07814V 10 2
--------------------------------------------------------------------------------
1 Name of Reporting Person
I.R.S. Identification No. of above person (entities only)
HM PG-IV Globix, 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* 386,800
Owned by Each Reporting --------------------------------------------
9 Sole Dispositive Power 0
Person With --------------------------------------------
10 Shared Dispositive Power* 386,800
--------------------------------------------------------------------------------
11 Aggregate Amount Beneficially Owned by each Reporting Person** 386,800
--------------------------------------------------------------------------------
12 Check if the Aggregate Amount in Row (11) Excludes Certain Shares [ ]
--------------------------------------------------------------------------------
13 Percent of Class Represented by Amount in Row (11)** 1.04%
--------------------------------------------------------------------------------
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 Series A 7.5% Convertible Preferred Stock
beneficially owned by such reporting person, but without giving effect
to the conversion into Common Stock of any Series A 7.5% Convertible
Preferred Stock held by others. See Item 5.
Page 15
<PAGE> 16
CUSIP NO. 07814V 10 2
--------------------------------------------------------------------------------
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* 386,800
Owned by Each Reporting --------------------------------------------
9 Sole Dispositive Power 0
Person With --------------------------------------------
10 Shared Dispositive Power* 386,800
--------------------------------------------------------------------------------
11 Aggregate Amount Beneficially Owned by each Reporting Person** 386,800
--------------------------------------------------------------------------------
12 Check if the Aggregate Amount in Row (11) Excludes Certain Shares [ ]
--------------------------------------------------------------------------------
13 Percent of Class Represented by Amount in Row (11)** 1.04%
--------------------------------------------------------------------------------
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 Series A 7.5% Convertible Preferred Stock
beneficially owned by such reporting person, but without giving effect
to the conversion into Common Stock of any Series A 7.5% Convertible
Preferred Stock held by others. See Item 5.
Page 16
<PAGE> 17
CUSIP NO. 07814V 10 2
--------------------------------------------------------------------------------
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* 386,800
Owned by Each Reporting --------------------------------------------
9 Sole Dispositive Power 0
Person With --------------------------------------------
10 Shared Dispositive Power* 386,800
--------------------------------------------------------------------------------
11 Aggregate Amount Beneficially Owned by each Reporting Person** 386,800
--------------------------------------------------------------------------------
12 Check if the Aggregate Amount in Row (11) Excludes Certain Shares [ ]
--------------------------------------------------------------------------------
13 Percent of Class Represented by Amount in Row (11)** 1.04%
--------------------------------------------------------------------------------
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 Series A 7.5% Convertible Preferred Stock
beneficially owned by such reporting person, but without giving effect
to the conversion into Common Stock of any Series A 7.5% Convertible
Preferred Stock held by others. See Item 5.
Page 17
<PAGE> 18
CUSIP NO. 07814V 10 2
--------------------------------------------------------------------------------
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* 386,800
Owned by Each Reporting --------------------------------------------
9 Sole Dispositive Power 0
Person With --------------------------------------------
10 Shared Dispositive Power* 386,800
--------------------------------------------------------------------------------
11 Aggregate Amount Beneficially Owned by each Reporting Person** 386,800
--------------------------------------------------------------------------------
12 Check if the Aggregate Amount in Row (11) Excludes Certain Shares [ ]
--------------------------------------------------------------------------------
13 Percent of Class Represented by Amount in Row (11)** 1.04%
--------------------------------------------------------------------------------
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 Series A 7.5% Convertible Preferred Stock
beneficially owned by such reporting person, but without giving effect
to the conversion into Common Stock of any Series A 7.5% Convertible
Preferred Stock held by others. See Item 5.
Page 18
<PAGE> 19
CUSIP NO. 07814V 10 2
--------------------------------------------------------------------------------
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* 386,800
Owned by Each Reporting --------------------------------------------
9 Sole Dispositive Power 0
Person With --------------------------------------------
10 Shared Dispositive Power* 386,800
--------------------------------------------------------------------------------
11 Aggregate Amount Beneficially Owned by each Reporting Person** 386,800
--------------------------------------------------------------------------------
12 Check if the Aggregate Amount in Row (11) Excludes Certain Shares [ ]
--------------------------------------------------------------------------------
13 Percent of Class Represented by Amount in Row (11)** 1.04%
--------------------------------------------------------------------------------
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 Series A 7.5% Convertible Preferred Stock
beneficially owned by such reporting person, but without giving effect
to the conversion into Common Stock of any Series A 7.5% Convertible
Preferred Stock held by others. See Item 5.
Page 19
<PAGE> 20
CUSIP NO. 07814V 10 2
--------------------------------------------------------------------------------
1 Name of Reporting Person
I.R.S. Identification No. of above person (entities only)
HMTF Bridge Globix, 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 Series A 7.5% Convertible Preferred Stock
beneficially owned by such reporting person, but without giving effect
to the conversion into Common Stock of any Series A 7.5% Convertible
Preferred Stock held by others. See Item 5.
Page 20
<PAGE> 21
CUSIP NO. 07814V 10 2
--------------------------------------------------------------------------------
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 Series A 7.5% Convertible Preferred Stock
beneficially owned by such reporting person, but without giving effect
to the conversion into Common Stock of any Series A 7.5% Convertible
Preferred Stock held by others. See Item 5.
Page 21
<PAGE> 22
CUSIP NO. 07814V 10 2
--------------------------------------------------------------------------------
1 Name of Reporting Person
I.R.S. Identification No. of above person (entities only)
HMTF Bridge Globix, 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 Series A 7.5% Convertible Preferred Stock
beneficially owned by such reporting person, but without giving effect
to the conversion into Common Stock of any Series A 7.5% Convertible
Preferred Stock held by others. 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 Common Stock, par
value $.01 per share (the "Common Stock"), of Globix Corporation, 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 PURCHASE
NAME OF ENTITY SHARES PURCHASED PRICE
-------------------------------- --------------------- ------------------
<S> <C> <C>
-------------------------------- --------------------- ------------------
Qualified LLC 54,483 $54,483,000
-------------------------------- --------------------- ------------------
Private LLC 386 $386,000
-------------------------------- --------------------- ------------------
4-EQ LLC 890 $890,000
-------------------------------- --------------------- ------------------
4-SBS LLC 1,340 $1,340,000
-------------------------------- --------------------- ------------------
PG-IV LLC 2,901 $2,901,000
-------------------------------- --------------------- ------------------
Bridge LLC 20,000 $20,000,000
-------------------------------- --------------------- ------------------
</TABLE>
As more fully 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 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
Page 23
<PAGE> 24
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 $604,493 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, $19,680,507, 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. This 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.
Bridge Partners LLC obtained the funds it contributed to Bridge
Partners L.P. from capital contributions provided by Mr. Thomas O. Hicks, who
obtained such funds from personal funds.
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 to
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 18,161
--------------------------------------------------------------- ----------------------------------------------------
Private LLC 129
--------------------------------------------------------------- ----------------------------------------------------
4-EQ LLC 296
--------------------------------------------------------------- ----------------------------------------------------
4-SBS LLC 447
--------------------------------------------------------------- ----------------------------------------------------
PG-IV LLC 967
--------------------------------------------------------------- ----------------------------------------------------
</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 to read as follows:
(a)(1) Qualified LLC is the record and beneficial owner of 72,644
shares of Preferred Stock. Assuming conversion of all such shares, Qualified LLC
is the beneficial owner of 7,264,400 shares of Common Stock, which, based on
calculations made in accordance with Rule 13d-3 of the Exchange Act and, as at
May 12, 2000, there being 36,672,000 shares of Common Stock outstanding,
represents approximately 16.53% of the outstanding shares of Common Stock.
(2) Assuming conversion of all 72,644 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 7,264,400 shares of Common Stock, which, based on
calculations made in accordance with Rule 13d-3 of the Exchange Act and there
being 36,672,000 shares of Common Stock outstanding, represents approximately
16.53% of the outstanding shares of Common Stock.
(3) Private LLC is the record and beneficial owner of 515 shares of
Preferred Stock. Assuming conversion of all such shares, Private LLC is the
beneficial owner of 51,500 shares of Common Stock, which, based on calculations
made in accordance with Rule 13d-3 of the Exchange Act and there being
36,672,000 shares of Common Stock outstanding, represents approximately 0.14% of
the outstanding shares of Common Stock.
(4) Assuming conversion of all 515 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 51,500 shares of Common Stock, which, based on
calculations made in accordance with Rule 13d-3 of the Exchange Act and there
being 36,672,000 shares of Common Stock outstanding, represents approximately
0.14% of the outstanding shares of Common Stock.
Page 25
<PAGE> 26
(5) Assuming conversion of all 73,159 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 7,315,900 shares of Common Stock, which, based on calculations made in
accordance with Rule 13d-3 of the Exchange Act and there being 36,672,000 shares
of Common Stock outstanding, represents approximately 16.63% of the outstanding
shares of Common Stock.
(6) 4-EQ LLC is the record and beneficial owner of 1,186 shares of
Preferred Stock. Assuming conversion of all such shares, 4-EQ LLC is the
beneficial owner of 118,600 shares of Common Stock, which, based on calculations
made in accordance with Rule 13d-3 of the Exchange Act and there being
36,672,000 shares of Common Stock outstanding, represents approximately 0.32% of
the outstanding shares of Common Stock.
(7) Assuming conversion of all 1,186 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 118,600 shares of Common Stock, which, based on calculations made in
accordance with Rule 13d-3 of the Exchange Act and there being 36,672,000 shares
of Common Stock outstanding, represents approximately 0.32% of the outstanding
shares of Common Stock.
(8) 4-SBS LLC is the record and beneficial owner of 1,787 shares of
Preferred Stock. Assuming conversion of all such shares, 4-SBS LLC is the
beneficial owner of 178,700 shares of Common Stock, which, based on calculations
made in accordance with Rule 13d-3 of the Exchange Act and there being
36,672,000 shares of Common Stock outstanding, represents approximately 0.49% of
the outstanding shares of Common Stock.
(9) Assuming conversion of all 1,787 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, be deemed to be the beneficial
owner of 178,700 shares of Common Stock, which, based on calculations made in
accordance with Rule 13d-3 of the Exchange Act and there being 36,672,000 shares
of Common Stock outstanding, represents approximately 0.49% of the outstanding
shares of Common Stock.
(10) Assuming conversion of all 76,132 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 7,613,200 shares of Common Stock, which,
based on calculations made in accordance with Rule 13d-3 of the Exchange Act and
there being 36,672,000 shares of Common Stock outstanding, represents
approximately 17.19% of the outstanding shares of Common Stock.
(11) Assuming conversion of all 76,132 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 7,613,200 shares of Common Stock, which, based on calculations made in
accordance with Rule 13d-3 of the Exchange Act and there being 36,672,000 shares
of Common Stock outstanding, represents approximately 17.19% of the outstanding
shares of Common Stock.
(12) PG-IV LLC is the record and beneficial owner of 3,868 shares of
Preferred Stock. Assuming conversion of all such shares, PG-IV LLC is the
beneficial owner of 386,800 shares of Common Stock, which, based on calculations
made in accordance with Rule 13d-3 of the Exchange Act and there being
36,672,000 shares of Common Stock outstanding, represents approximately 1.04% of
the outstanding shares of Common Stock.
(13) Assuming conversion of all 3,868 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 386,800 shares of Common Stock, which, based on calculations
made
Page 26
<PAGE> 27
in accordance with Rule 13d-3 of the Exchange Act and there being 36,672,000
shares of Common Stock outstanding, represents approximately 1.04% of the
outstanding shares of Common Stock.
(14) Assuming conversion of all 3,868 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 386,800 shares of Common Stock, which,
based on calculations made in accordance with Rule 13d-3 of the Exchange Act and
there being 36,672,000 shares of Common Stock outstanding, represents
approximately 1.04% of the outstanding shares of Common Stock.
(15) Assuming conversion of all 3,868 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 386,800 shares of Common Stock, which,
based on calculations made in accordance with Rule 13d-3 of the Exchange Act and
there being 36,672,000 shares of Common Stock outstanding, represents
approximately 1.04% of the outstanding shares of Common Stock.
(16) Assuming conversion of all 3,868 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 386,800 shares of Common Stock,
which, based on calculations made in accordance with Rule 13d-3 of the Exchange
Act and there being 36,672,000 shares of Common Stock outstanding, represents
approximately 1.04% of the outstanding shares of 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 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 Common Stock, upon any conversion of 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 Common Stock, upon any conversion of such shares of
Preferred Stock.
(20) Assuming conversion of all 80,000 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 8,000,000 shares of Common Stock, which based on
calculations made in accordance with Rule 13d-3 of the Exchange Act and there
being 36,672,000 shares of Common Stock outstanding, represents approximately
17.91% of the outstanding shares of 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.
(c) Except as set forth herein, none of the persons named in response
to paragraph (a) has effected any transactions in shares of Common Stock during
the past 60 days.
(d) The right to receive dividends on, and proceeds from the sale of,
the shares of 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.
Page 27
<PAGE> 28
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 Issuer agreed to sell to
HMTF-IV, and HMTF-IV agreed to purchase from the Issuer, 80,000 shares of
Preferred Stock for a purchase price of $80,000,000.
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. In addition, on
November 16, 1999, Qualified LLC, Private LLC, 4-EQ LLC, 4-SBS LLC, PG-IV LLC
and Bridge LLC entered into an Agreement to be Bound, whereby each entity agreed
to be bound by the terms of the Stock Purchase Agreement.
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 PURCHASE
NAME OF ENTITY SHARES PURCHASED PRICE
-------------------------------- --------------------- ------------------
<S> <C> <C>
-------------------------------- --------------------- ------------------
Qualified LLC 54,483 $54,483,000
-------------------------------- --------------------- ------------------
Private LLC 386 $386,000
-------------------------------- --------------------- ------------------
4-EQ LLC 890 $890,000
-------------------------------- --------------------- ------------------
4-SBS LLC 1,340 $1,340,000
-------------------------------- --------------------- ------------------
PG-IV LLC 2,901 $2,901,000
-------------------------------- --------------------- ------------------
Bridge LLC 20,000 $20,000,000
-------------------------------- --------------------- ------------------
</TABLE>
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.
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, and such
companies purchased such shares,as set forth below:
Page 28
<PAGE> 29
<TABLE>
<CAPTION>
NAME OF ENTITY NUMBER OF SHARES OF PREFERRED
STOCK PURCHASED
------------------------ -------------------------------------
<S> <C>
Qualified LLC 18,161
------------------------ -------------------------------------
Private LLC 129
------------------------ -------------------------------------
4-EQ LLC 296
------------------------ -------------------------------------
4-SBS LLC 447
------------------------ -------------------------------------
PG-IV LLC 967
------------------------ -------------------------------------
</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
The Issuer and the holders of the Preferred Stock entered into a
Registration Rights Agreement (the "Registration Rights Agreement"), which was
attached as Exhibit B to the Stock Purchase Agreement and incorporated by
reference therein. Pursuant to the Registration Rights Agreement, the Issuer
agreed to effect three "demand" registrations at the request of the holders of a
majority of the Registrable Securities (as defined below) held by the HMTF
Holders and any direct or indirect transferee of any Registrable Securities held
by the HMTF Holders, who agreed in writing to be bound by certain terms of the
Stock Purchase Agreement, provided that each such demand registration must be in
respect of Registrable Securities with a fair market value of at least
$30,000,000 unless such registration request is for all remaining Registrable
Securities, in which case such Registrable Securities shall have a fair market
value of at least $5,000,000, 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").
As used in this statement:
"Registrable Securities" means (a) the Preferred Stock, (b) the Common
Stock issued upon conversion of such Preferred Stock, including any additional
shares of Common Stock issued in respect thereof in connection with any stock
split, stock dividend or similar event with respect to the Common Stock and (c)
any securities of the Issuer or any successor entity into which such 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 B to the Stock Purchase Agreement which Stock Purchase Agreement is
filed as Exhibit 10.1 to the Schedule 13D and is incorporated herein by
reference.
Certificate of Designations
As contemplated by the Stock Purchase Agreement, the Board of Directors
of the Issuer approved and adopted the Certificate of Designations, Preferences
and Rights of Series A 7.5% Convertible Preferred Stock (the "Certificate of
Designations") to create the series of Preferred Stock. Under the Certificate of
Designations, any class or series of stock of the Issuer, whether now existing
or hereafter created, shall be deemed to rank either as to the payment of
dividends or other amounts or as to distribution of assets upon liquidation,
dissolution (whether voluntary or involuntary) or winding up, or both, (i) prior
to the Preferred Stock, if the holders of such class or series are entitled by
the terms thereof to the receipt of dividends or other amounts and of amounts
distributable upon liquidation, dissolution or winding up, in preference or
priority to the holders of Preferred Stock ("Senior
Page 29
<PAGE> 30
Securities"); (ii) on a parity with the Preferred Stock, whether or not the
dividend rates, dividend payment dates or redemption or liquidation prices per
share thereof be different from those of the Preferred Stock, if the holders of
the Preferred Stock and of such class of stock or series shall be entitled by
the terms thereof to the receipt of dividends or other amounts or of amounts
distributable upon liquidation, dissolution or winding up, or both, in
proportion to their respective amounts of accrued and unpaid dividends per share
or liquidation preferences (including, but not limited to preferences as to
payment of dividends or other amounts distributable upon liquidation), without
preference or priority one over the other and such class of stock or series is
not a class of Senior Securities; and (iii) junior to the Preferred Stock, if
such stock or series shall be Common Stock or if the holders of the Preferred
Stock shall be entitled by the terms thereof to receipt of dividends or other
amounts, and of amounts distributable upon liquidation, dissolution or winding
up, or both, in preference or priority to the holders of shares of such stock or
series (including, but not limited to preferences as to payment of dividends or
other amounts distributable upon liquidation).
The holders of the shares of Preferred Stock will be entitled to
receive with respect to each share of Preferred Stock when, as and if declared
by the Board of Directors, out of funds legally available for the payment of
dividends, dividends at a rate per annum of 7.5% of the Liquidation Preference
(as defined below), and an additional amount at a rate per annum of 7.5% of the
Special Amount (as defined below) with respect to any share of Preferred Stock
(an "Additional Amount"); provided however, that, upon the failure by the Issuer
to offer to repurchase the Preferred Stock upon the occurrence of a Change of
Control (as defined below), the dividend rate per annum shall increase to 15% of
the Liquidation Preference per share and any Additional Amount shall accrue at a
rate of 15% of the Special Amount with respect to a share of Preferred Stock,
each to be effective retroactively as of the date of the Change of Control (as
defined in the Certificate of Designations). Such dividends and Additional
Amounts shall be cumulative from the date of issuance of the Preferred Stock and
shall be payable quarterly in arrears. The Issuer may pay current dividends, or
dividends or Additional Amounts that have accrued from the last dividend payment
date through the date of payment, at its election, in cash or shares of
Preferred Stock or any combination thereof. The Issuer may pay accrued dividends
(including accrued and unpaid dividends), Additional Amounts (including accrued
and unpaid Additional Amounts) and Special Amounts and any dividends accrued
thereon only in shares of Preferred Stock.
The holders of shares of Preferred Stock will have the right, at any
time and from time to time, at such holder's option, to convert any or all their
shares of Preferred Stock (and fractional shares), in whole or in part, into
fully paid and nonassessable shares of Common Stock equal to the sum of the
Liquidation Preference, the Special Amount and an amount equal to all dividends
and the Additional Amount accrued thereon from the last dividend payment date to
such date, divided by $40, subject to certain adjustments from time to time. The
divisor has been reduced to $10 as a result of stock splits with respect to the
Common Stock.
The shares of Preferred Stock may be redeemed by the Issuer on or after
November 15, 2004. After such date, the Issuer may redeem, at its option, shares
of Preferred Stock, at any time in whole or from time to time in part, at a
redemption price per share equal to the Liquidation Preference, plus the Special
Amount in respect of such share, plus an amount equal to all dividends and the
Additional Amount accrued and unpaid thereon from the last dividend payment date
to the date fixed for redemption, without interest. Shares of Preferred Stock
(if not earlier redeemed or converted) shall be mandatorily redeemed by the
Issuer on November 15, 2014, at a redemption price per share in cash equal to
the Liquidation Preference, plus the Special Amount in respect of such share,
plus an amount equal to all dividends and the Additional Amount accrued and
unpaid thereon from the last dividend payment date to such date, without
interest.
Upon the occurrence of a "Change of Control" (as defined in the
Certificate of Designations), prior to the fifth anniversary of the date of
issuance of the Preferred Stock, the holders of the Preferred Stock shall be
entitled to receive, an amount determined pursuant to a formula set forth in the
Certificate of Designations (the "Change of Control Payment"), payable in shares
of Preferred Stock, cash or any combination thereof, at the option of the
Issuer, on each outstanding share of Preferred Stock.
In addition, upon occurrence of a Change of Control, the Issuer shall
have the right, but not the obligation, to offer to repurchase the shares of
Preferred Stock at a purchase price per share in cash equal to 101% of the
Liquidation Preference of each share of Preferred Stock repurchased, plus 101%
of the Special Amount in
Page 30
<PAGE> 31
respect of such share (after giving effect to the Change of Control Payment),
plus an amount equal to 101% of all dividends and the Additional Amount accrued
and unpaid thereon from the last dividend payment date to the date fixed for
repurchase.
If the Issuer shall elect not to make, or shall fail to make, the offer
described above to repurchase the shares of Preferred Stock following the
occurrence of a Change of Control, then in addition to the redemption rights
that the Issuer may exercise after November 5, 2004, the Issuer shall also have
the right (but not the obligation), at any time and from time to time prior to
November 5, 2004, to offer to repurchase the shares of Preferred Stock at a
purchase price per share in cash equal to 101% of the Liquidation Preference of
each share of Preferred Stock repurchased, plus 101% of the Special Amount in
respect of such share (after giving effect to the Change of Control Payment to
the extent that such payment shall not have been made in cash), plus an amount
equal to 101% of all dividends and the Additional Amount accrued and unpaid
thereon from the last dividend payment date to the date fixed for repurchase. If
a holder of shares of Preferred Stock elects not to, or otherwise fails to,
properly tender shares of Preferred Stock pursuant to an offer by the Issuer to
repurchase the shares, then (i) with respect to each share of Preferred Stock
that such holder fails to tender, the Liquidation Preference, the Special Amount
and all dividends and the Additional Amount that have accrued thereon or been
paid thereon in shares of Preferred Stock from the effective date of any
increase in the dividend rate effected (following the failure of the Issuer to
offer to purchase the shares of Preferred Stock upon a Change of Control)
through the expiration date of such repurchase offer shall be recalculated as if
the dividend rate applicable to each share of Preferred Stock for such period
had been 7.5%; (ii) any dividends and any Additional Amount applicable to
periods following the expiration of such repurchase offer with respect to each
such share shall be computed at a rate of 7.5% per annum; (iii) the amount of
dividends and the Additional Amount payable for each full dividend period for
the Preferred Stock applicable to periods following the expiration of such
repurchase offer shall be computed by dividing 7.5% by four; and (iv) the
special voting provisions provided to the holders of the Preferred Stock upon a
Change of Control, voting as a separate class, (including the right to approve a
subsequent merger, consolidation, recapitalization or other business combination
involving the Issuer or any material subsidiary, a sale of 50% or more of the
assets of the Issuer on a consolidated basis and the payment of any cash
dividends to holders of or the redemption or repurchase of securities ranked
either junior or pari passu with the Preferred Stock) shall terminate on the
expiration date of such repurchase offer, in each case subject to reinstatement
upon a subsequent Change of Control.
The holders of the shares of Preferred Stock will be entitled to vote
on all matters that the holders of the Issuer's 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 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) (i) 50% or more of the shares of Preferred
Stock issued to members of the HMTF Group on the Closing Date and any equity
securities into which such shares are exchanged or converted, (ii) an amount of
Common Stock issued upon conversion of 50% or more of the Preferred Stock issued
to members of the HMTF Group on the Closing Date and any equity securities into
which such shares are exchanged or converted or (iii) any combination of the
Preferred Stock issued to the HMTF Holders on the Closing Date and any shares of
Common Stock issued upon conversion of such Preferred Stock that, if taken
together, would represent (if all such shares of Preferred Stock were converted)
an amount of 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
two directors to serve on the Board of Directors of the Issuer or (B) (i) 25% or
more of the shares of Preferred Stock issued to members of the HMTF Group on the
Closing Date and any equity securities into which such shares are exchanged or
converted, (ii) an amount of Common Stock issued upon conversion of 25% or more
of the Preferred Stock issued to members of the HMTF Group on the Closing Date
and any equity securities into which such shares are exchanged or converted or
(iii) any combination of the Preferred Stock issued to the HMTF Holders on the
Closing Date and any shares of Common Stock issued upon conversion of such
Preferred Stock that, if taken together, would represent (if all such shares of
Preferred Stock were converted) an amount of Common Stock issuable upon
conversion of 25% or more of such Preferred Stock, the holders of the HMTF
Shares, voting as a class, may elect only one director to serve on the Board of
Directors of the Issuer. Pursuant to this right, the HMTF Holders have elected
Jack D. Furst and Michael J. Levitt, for election to the board of directors of
the Issuer. The Stock Purchase Agreement contains a
Page 31
<PAGE> 32
parallel provision for the election of directors, subject to the same minimum
ownership levels, that is inoperative for so long as the above-described
provision is in effect.
As used in this statement:
"HMTF Group" means Hicks, Muse, its affiliates (including the HMTF
Holders), HMTF-IV and its affiliates, and their respective officers, directors,
partners, members, stockholders and employees (and members of their respective
families and trusts for the primary benefit of such family members).
"HMTF Shares" means the shares of Preferred Stock issued to the HMTF
Holders as of the date of Closing and held by members of the HMTF Group, plus
shares of Common Stock issued to and held by members of the HMTF Group upon
conversion of such shares of Preferred Stock.
"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 Designations.
"Special Amount" means, with respect of any share of Preferred Stock,
all dividends and other amounts which have become payable in respect of such
share, and any amounts which have become payable upon a Change of Control, but
which have not been paid. The Special Amount with respect to any such share
shall be reduced by the amount of any such dividends and other amounts actually
paid in respect of such share (including any such amounts paid in shares of
Preferred Stock).
The foregoing description is not, and does not purport to be, complete
and is qualified in its entirety by reference to the Certificate of
Designations, 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 10.4: Assignment of Securities by Bridge LLC to each of Qualified LLC,
Private LLC, 4-EQ LLC, 4-SBS LLC and PG-IV LLC.
Page 32
<PAGE> 33
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> 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 HM4 GLOBIX QUALIFIED FUND, LLC
By: /s/ David W. Knickel
--------------------------------
Name: David W. Knickel
Title: Vice President
S-2
<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 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> 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 HM4 GLOBIX PRIVATE FUND, LLC
By: /s/ David W. Knickel
--------------------------------------
Name: David W. Knickel
Title: Vice President
S-4
<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 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> 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 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> 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 HM 4-EQ GLOBIX COINVESTORS, LLC
By: /s/ David W. Knickel
--------------------------------------
Name: David W. Knickel
Title: Vice President
S-7
<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 (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> 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-SBS GLOBIX COINVESTORS, LLC
By: /s/ David W. Knickel
--------------------------------------
Name: David W. Knickel
Title: Vice President
S-9
<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 (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> 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 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> 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 (1999) FUND IV, LLC
By: /s/ David W. Knickel
--------------------------------------
Name: David W. Knickel
Title: Vice President
S-12
<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 HM PG-IV GLOBIX, LLC
By: /s/ David W. Knickel
--------------------------------------
Name: David W. Knickel
Title: Vice President
S-13
<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 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> 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 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> 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 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> 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 FUND IV CAYMAN LLC
By: /s/ David W. Knickel
--------------------------------------
Name: David W. Knickel
Title: Vice President
S-17
<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 HMTF BRIDGE GLOBIX, LLC
By: /s/ David W. Knickel
--------------------------------------
Name: David W. Knickel
Title: Vice President
S-18
<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 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> 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, LLC
By: /s/ David W. Knickel
--------------------------------------
Name: David W. Knickel
Title: Vice President
S-20
<PAGE> 53
EXHIBIT INDEX
Exhibit 10.4: Assignment of Securities by Bridge LLC to each of Qualified LLC,
Private LLC, 4-EQ LLC, 4-SBS LLC and PG-IV LLC.
E-1
