<PAGE> 1
CUSIP NO. 126945-10-4 Schedule 13G Page 1 of 12
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 13G
(RULE 13d-102)
INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT TO
RULES 13d-1(b) (c), AND (d) AND AMENDMENTS THERETO FILED
PURSUANT TO RULE 13d-2(b)
(AMENDMENT NO. __________)(1)
CVC, Inc.
(Name of issuer)
Common Stock, par value $0.01
(Title of class of securities)
126945-10-4
(CUSIP number)
November 12, 1999
(Date of event which requires filing of this statement)
Check the appropriate box to designate the rule pursuant to which this
Schedule is filed:
[ ] Rule 13d-1(b)
[X] Rule 13d-1(c)
[ ] Rule 13d-1(d)
(Continued on the following pages)
(Page 1 of 12 Pages)
- --------------------------------
(1)The remainder of this cover page shall be filled out for a reporting
person's initial filing on this form with respect to the subject class of
securities, and for any subsequent amendment containing information which would
alter disclosures provided in a prior cover page.
The information required on the remainder of this cover page shall not
be deemed to be "filed" for the purpose of Section 18 of the Securities Exchange
Act of 1934 or otherwise subject to the liabilities of that section of the Act
but shall be subject to all other provisions of the Act (however, see the
Notes).
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CUSIP NO. 126945-10-4 Schedule 13G Page 2 of 12
1 NAME OF REPORTING PERSON
I.R.S. IDENTIFICATION NO. OF ABOVE PERSON (ENTITIES ONLY)
Advent International Corporation
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) [X]
(b) [ ]
3 SEC USE ONLY
4 CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
NUMBER OF 5 SOLE VOTING POWER
SHARES
1,017,591
BENEFICIALLY 6 SHARED VOTING POWER
0
OWNED BY 7 SOLE DISPOSITIVE POWER
EACH
REPORTING PERSON 1,017,591
WITH 8 SHARED DISPOSITIVE POWER
0
9 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,017,591
10 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES [ ]
11 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
8.8%
12 TYPE OF REPORTING PERSON*
CO, IA
SEE INSTRUCTIONS BEFORE FILLING OUT!
<PAGE> 3
CUSIP NO. 126945-10-4 Schedule 13G Page 3 of 12
1 NAME OF REPORTING PERSON
I.R.S. IDENTIFICATION NO. OF ABOVE PERSON (ENTITIES ONLY)
Advent International Limited Partnership
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) [X]
(b) [ ]
3 SEC USE ONLY
4 CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
NUMBER OF 5 SOLE VOTING POWER
SHARES
984,450
BENEFICIALLY 6 SHARED VOTING POWER
0
OWNED BY 7 SOLE DISPOSITIVE POWER
EACH
REPORTING PERSON 984,450
WITH 8 SHARED DISPOSITIVE POWER
0
9 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
984,450
10 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES [ ]
11 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
8.6%
12 TYPE OF REPORTING PERSON*
PN
SEE INSTRUCTIONS BEFORE FILLING OUT!
<PAGE> 4
CUSIP NO. 126945-10-4 Schedule 13G Page 4 of 12
1 NAME OF REPORTING PERSON
I.R.S. IDENTIFICATION NO. OF ABOVE PERSON (ENTITIES ONLY)
Global Private Equity III Limited Partnership
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) [X]
(b) [ ]
3 SEC USE ONLY
4 CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
NUMBER OF 5 SOLE VOTING POWER
SHARES
853,658
BENEFICIALLY 6 SHARED VOTING POWER
0
OWNED BY 7 SOLE DISPOSITIVE POWER
EACH
REPORTING PERSON 853,658
WITH 8 SHARED DISPOSITIVE POWER
0
9 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
853,658
10 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES [ ]
11 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
7.4%
12 TYPE OF REPORTING PERSON*
PN
SEE INSTRUCTIONS BEFORE FILLING OUT!
<PAGE> 5
CUSIP NO. 126945-10-4 Schedule 13G Page 5 of 12
1 NAME OF REPORTING PERSON
I.R.S. IDENTIFICATION NO. OF ABOVE PERSON (ENTITIES ONLY)
Advent PGGM Global Limited Partnership
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) [X]
(b) [ ]
3 SEC USE ONLY
4 CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
NUMBER OF 5 SOLE VOTING POWER
SHARES
130,792
BENEFICIALLY 6 SHARED VOTING POWER
0
OWNED BY 7 SOLE DISPOSITIVE POWER
EACH
REPORTING PERSON 130,792
WITH 8 SHARED DISPOSITIVE POWER
0
9 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
130,792
10 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES [ ]
11 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
1.1%
12 TYPE OF REPORTING PERSON*
PN
SEE INSTRUCTIONS BEFORE FILLING OUT!
<PAGE> 6
CUSIP NO. 126945-10-4 Schedule 13G Page 6 of 12
1 NAME OF REPORTING PERSON
I.R.S. IDENTIFICATION NO. OF ABOVE PERSON (ENTITIES ONLY)
Advent Partners GPE III Limited Partnership
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) [X]
(b) [ ]
3 SEC USE ONLY
4 CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
NUMBER OF 5 SOLE VOTING POWER
SHARES
12,906
BENEFICIALLY 6 SHARED VOTING POWER
0
OWNED BY 7 SOLE DISPOSITIVE POWER
EACH
REPORTING PERSON 12,906
WITH 8 SHARED DISPOSITIVE POWER
0
9 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
12,906
10 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES [ ]
11 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
0.1%
12 TYPE OF REPORTING PERSON*
PN
SEE INSTRUCTIONS BEFORE FILLING OUT!
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CUSIP NO. 126945-10-4 Schedule 13G Page 7 of 12
1 NAME OF REPORTING PERSON
I.R.S. IDENTIFICATION NO. OF ABOVE PERSON (ENTITIES ONLY)
Advent Partners (NA) GPE III Limited Partnership
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) [X]
(b) [ ]
3 SEC USE ONLY
4 CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
NUMBER OF 5 SOLE VOTING POWER
SHARES
3,862
BENEFICIALLY 6 SHARED VOTING POWER
0
OWNED BY 7 SOLE DISPOSITIVE POWER
EACH
REPORTING PERSON 3,862
WITH 8 SHARED DISPOSITIVE POWER
0
9 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
3,862
10 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES [ ]
11 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
0.0%
12 TYPE OF REPORTING PERSON*
PN
SEE INSTRUCTIONS BEFORE FILLING OUT!
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CUSIP NO. 126945-10-4 Schedule 13G Page 8 of 12
1 NAME OF REPORTING PERSON
I.R.S. IDENTIFICATION NO. OF ABOVE PERSON (ENTITIES ONLY)
Advent Partners Limited Partnership
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) [X]
(b) [ ]
3 SEC USE ONLY
4 CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
NUMBER OF 5 SOLE VOTING POWER
SHARES
15,040
BENEFICIALLY 6 SHARED VOTING POWER
0
OWNED BY 7 SOLE DISPOSITIVE POWER
EACH
REPORTING PERSON 15,040
WITH 8 SHARED DISPOSITIVE POWER
0
9 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
15,040
10 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES [ ]
11 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
0.1%
12 TYPE OF REPORTING PERSON*
PN
SEE INSTRUCTIONS BEFORE FILLING OUT!
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CUSIP NO. 126945-10-4 Schedule 13G Page 9 of 12
Item 1.
(a) (b) This statement on Schedule 13G relates to the Reporting
Persons' (as defined in Item 2 below) beneficial ownership interest in CVC, Inc.
a Delaware corporation (the "Corporation"). The address of the principal
executive office of the Corporation is 525 Lee Road, Rochester, NY 14606.
Item 2.
(a) (b) (c) This statement is being filed by the following entities:
(1) Advent International Corporation, a Delaware corporation;
(2) Advent International Limited Partnership, a Delaware limited
partnership;
(3) Global Private Equity III Limited Partnership, a Delaware limited
partnership;
(4) Advent PGGM Global Limited Partnership, a Delaware limited
partnership;
(5) Advent Partners GPE III Limited Partnership, a Delaware limited
partnership;
(6) Advent Partners (NA) GPE III Limited Partnership, a Delaware
limited partnership;
(7) Advent Partners Limited Partnership, a Delaware limited
partnership;
The entities listed in subparagraph (1) through (7) above are herein
collectively referred to as the "Reporting Persons" and individually as a
"Reporting Person." The principal business address of all of the Reporting
Persons is c/o Advent International Corporation, 75 State Street, Boston, MA
02109.
(d) (e) This statement relates to the Common Stock, par value $0.01 per
share, (the "Common Stock") of the Corporation named in Item 1 of this
statement. The CUSIP number associated with such Common Stock is 126945-10-4.
Item 3. Filing pursuant to Rule 13d-1(b), or 13d-2(b) or (c).
This statement is not being filed pursuant to Rule 13d-1(b), or
13d-2(b) or (c). This statement is being filed pursuant to rule 13d-1(c).
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CUSIP NO. 126945-10-4 Schedule 13G Page 10 of 12
Item 4. Ownership.
(a)(b) The following table sets forth the aggregate number and
percentage(based upon the number of shares of Common Stock outstanding as of
January 25, 2000) of the Common Stock beneficially owned by each Reporting
Person named in Item 2 of this statement. The aggregate number and percentage of
the Common Stock beneficially owned by each Reporting Person is calculated in
accordance with Rule 13d-3(d)(1).
<TABLE>
<CAPTION>
Percentage
Common of Shares
Reporting Person Stock Outstanding
<S> <C> <C>
Global Private Equity III Limited
Partnership (1) 853,658 7.4%
Advent PGGM Global Limited
Partnership (1) 130,792 1.1%
--------- ----
Advent International Limited Partnership (1)
984,450 8.5%
Advent Partners GPE III Limited Partnership (2)
12,906 0.1%
Advent Partners (NA) GPE III
Limited Partnership (2) 3,862 0.0%
Advent Partners Limited Partnership (2) 15,040 0.1%
--------- ----
Advent International Corporation (1)(2) 1,017,591 8.8%
========= ====
Total Group 1,017,591 8.8%
========= ====
</TABLE>
(1) Advent International Corporation ("AIC") is the General Partner of
Advent International Limited Partnership ("AILP") which in turn is the General
Partner of the indicated Reporting Persons. As such, AIC has the sole power to
vote and dispose of the securities owned by the indicated Reporting Persons. The
beneficial ownership of AIC and AILP derive from such power.
(2) AIC is the General Partner of the indicated Reporting Persons. As
such, AIC has the power to vote and dispose of the securities of owned by the
indicated Reporting Persons. The beneficial ownership of AIC derives from such
power.
(c) Each of the Reporting Persons listed in the table set forth above
has sole voting and dispositive power over the Common Stock beneficially owned
by it as indicated above.
Item 5. Ownership of Five Percent or Less of a Class.
If this statement is being filed to report
the fact that as of the date hereof the Reporting Persons have ceased to be the
beneficial owners of more than five percent of the class of securities, check
the following [ ].
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CUSIP NO. 126945-10-4 Schedule 13G Page 11 of 12
Item 6. Ownership of More than Five Percent on Behalf of Another Person.
Not Applicable.
Item 7. Identification and Classification of the Subsidiary Which Acquired the
Security Being Reported on by the Parent Holding Company.
Not Applicable.
Item 8. Identification and Classification of Members of the Group.
The information for this item is contained on the individual cover
pages to this filing, and is incorporated herein by reference.
Item 9. Notice of Dissolution of Group.
Not Applicable.
Item 10. Certification.
By signing below we certify that, to the best of our knowledge
and belief, the securities referred to above were not acquired and are not held
for the purpose of or with the effect of changing or influencing the control of
the issuer of the securities and were not acquired and are not held in
connection with or as a participant in any transaction having that purpose or
effect.
[REMAINDER OF THIS PAGE INTENTIALLY LEFT BLANK]
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CUSIP NO. 126945-10-4 Schedule 13G Page 12 of 12
SIGNATURE
After reasonable inquiry and to the best of our knowledge and
belief, we certify that the information set forth in this statement is true,
complete and correct.
February , 2000
ADVENT INTERNATIONAL CORPORATION
By: Janet L. Hennessy
Vice President /s/ Janet L. Hennessy
ADVENT INTERNATIONAL LIMITED PARTNERSHIP
By: Advent International Corporation,
General Partner
By: Janet L. Hennessy
Vice President /s/ Janet L. Hennessy
Global Private Equity III Limited Partnership
By: Advent International Limited Partnership,
General Partner
By: Advent International Corporation,
General Partner
By: Janet L. Hennessy
Vice President /s/ Janet L. Hennessy
Advent PGGM Global Limited Partnership
By: Advent International Limited Partnership,
General Partner
By: Advent International Corporation,
General Partner
By: Janet L. Hennessy
Vice President /s/ Janet L. Hennessy
Advent Partners GPE III Limited Partnership
By: Advent International Corporation,
General Partner
By: Janet L. Hennessy
Vice President /s/ Janet L. Hennessy
Advent Partners (NA) GPE III Limited Partnership
By: Advent International Corporation,
General Partner
By: Janet L. Hennessy
Vice President /s/ Janet L. Hennessy
Advent Partners Limited Partnership
By: Advent International Corporation,
General Partner
By: Janet L. Hennessy
Vice President /s/ Janet L. Hennessy
