<PAGE> 1
CUSIP NO. 00754U-10-0 Schedule 13G/A Page 1 of 19
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____)1
Advanced Radio Telecom Corp.
(Name of issuer)
Common Stock, Par value $.001
(Title of class of securities)
00754U-10-1
(CUSIP number)
September 9, 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 19 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).
<PAGE> 2
CUSIP NO. 00754U-10-0 Schedule 13G/A Page 2 of 19
1 NAME OF REPORTING PERSON
I.R.S. IDENTIFICATION NO. OF ABOVE PERSON (ENTITIES ONLY)
Advent Global GECC 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
0
BENEFICIALLY 6 SHARED VOTING POWER
22,346,070*
OWNED BY 7 SOLE DISPOSITIVE POWER
EACH
REPORTING PERSON 1,250,000**
WITH 8 SHARED DISPOSITIVE POWER
9 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
22,705,790
10 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES |_|
11 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
45.2%
12 TYPE OF REPORTING PERSON*
PN
SEE INSTRUCTIONS BEFORE FILLING OUT!
*These shares are subject to a Purchase Agreement, Shareholders Agreement and
Standstill Agreement. The above agreements are described in a Scheduled 13D
which was filed on September 20, 1999.
*890,280 of these shares are subject to agreements described in note*.
<PAGE> 3
CUSIP NO. 00754U-10-0 Schedule 13G/A Page 3 of 19
1 NAME OF REPORTING PERSON
I.R.S. IDENTIFICATION NO. OF ABOVE PERSON (ENTITIES ONLY)
Advent Global Management 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
0
BENEFICIALLY 6 SHARED VOTING POWER
22,346,070*
OWNED BY 7 SOLE DISPOSITIVE POWER
EACH
REPORTING PERSON 1,250,000**
WITH 8 SHARED DISPOSITIVE POWER
0
9 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
22,705,790
10 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES |_|
11 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
45.2%
12 TYPE OF REPORTING PERSON*
PN
SEE INSTRUCTIONS BEFORE FILLING OUT!
*These shares are subject to a Purchase Agreement, Shareholders Agreement and
Standstill Agreement. The above agreements are described in a Scheduled 13D
which was filed on September 20, 1999.
**890,280 of these shares are subject to agreements described in note*.
<PAGE> 4
CUSIP NO. 00754U-10-0 Schedule 13G/A Page 4 of 19
1 NAME OF REPORTING PERSON
I.R.S. IDENTIFICATION NO. OF ABOVE PERSON (ENTITIES ONLY)
Digital Media & Communications II 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
0
BENEFICIALLY 6 SHARED VOTING POWER
22,346,070*
OWNED BY 7 SOLE DISPOSITIVE POWER
EACH
REPORTING PERSON 269,990**
WITH 8 SHARED DISPOSITIVE POWER
0
9 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
22,423,760
10 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES |_|
11 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
44.9%
12 TYPE OF REPORTING PERSON*
PN
SEE INSTRUCTIONS BEFORE FILLING OUT!
*These shares are subject to a Purchase Agreement, Shareholders Agreement and
Standstill Agreement. The above agreements are described in a Scheduled 13D
which was filed on September 20, 1999.
**192,300 of these shares are subject to agreements described in note*.
<PAGE> 5
CUSIP NO. 00754U-10-0 Schedule 13G/A Page 5 of 19
1 NAME OF REPORTING PERSON
I.R.S. IDENTIFICATION NO. OF ABOVE PERSON (ENTITIES ONLY)
Global Private Equity II 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
1,258,780
BENEFICIALLY 6 SHARED VOTING POWER
0
OWNED BY 7 SOLE DISPOSITIVE POWER
EACH
REPORTING PERSON 1,258,780
WITH 8 SHARED DISPOSITIVE POWER
0
9 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,258,780
10 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES |_|
11 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
4.4%
12 TYPE OF REPORTING PERSON*
PN
SEE INSTRUCTIONS BEFORE FILLING OUT!
<PAGE> 6
CUSIP NO. 00754U-10-0 Schedule 13G/A Page 6 of 19
1 NAME OF REPORTING PERSON
I.R.S. IDENTIFICATION NO. OF ABOVE PERSON (ENTITIES ONLY)
Global Private Equity II - Europe 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
0
BENEFICIALLY 6 SHARED VOTING POWER
22,346,070*
OWNED BY 7 SOLE DISPOSITIVE POWER
EACH
REPORTING PERSON 125,000**
WITH 8 SHARED DISPOSITIVE POWER
0
9 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
22,382,040
10 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES |_|
11 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
44.9%
12 TYPE OF REPORTING PERSON*
PN
SEE INSTRUCTIONS BEFORE FILLING OUT!
*These shares are subject to a Purchase Agreement, Shareholders Agreement and
Standstill Agreement. The above agreements are described in a Scheduled 13D
which was filed on September 20, 1999.
**89,030 of these shares are subject to agreements described in note *.
<PAGE> 7
CUSIP NO. 00754U-10-0 Schedule 13G/A Page 7 of 19
1 NAME OF REPORTING PERSON
I.R.S. IDENTIFICATION NO. OF ABOVE PERSON (ENTITIES ONLY)
Global Private Equity II - PGGM 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
0
BENEFICIALLY 6 SHARED VOTING POWER
22,346,070*
OWNED BY 7 SOLE DISPOSITIVE POWER
EACH
REPORTING PERSON 312,500**
WITH 8 SHARED DISPOSITIVE POWER
0
9 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
22,436,000
10 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES |_|
11 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
44.9%
12 TYPE OF REPORTING PERSON*
PN
SEE INSTRUCTIONS BEFORE FILLING OUT!
*These shares are subject to a Purchase Agreement, Shareholders Agreement and
Standstill Agreement. The above agreements are described in a Scheduled 13D
which was filed on September 20, 1999.
**222,570 of these shares are subject to agreements described in note *.
<PAGE> 8
CUSIP NO. 00754U-10-0 Schedule 13G/A Page 8 of 19
1 NAME OF REPORTING PERSON
I.R.S. IDENTIFICATION NO. OF ABOVE PERSON (ENTITIES ONLY)
Oakstone Ventures 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
0
BENEFICIALLY 6 SHARED VOTING POWER
22,346,070*
OWNED BY 7 SOLE DISPOSITIVE POWER
EACH
REPORTING PERSON 192,880**
WITH 8 SHARED DISPOSITIVE POWER
0
9 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
22,401,570
10 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES |_|
11 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
44.9%
12 TYPE OF REPORTING PERSON*
PN
SEE INSTRUCTIONS BEFORE FILLING OUT!
*These shares are subject to a Purchase Agreement, Shareholders Agreement and
Standstill Agreement. The above agreements are described in a Scheduled 13D
which was filed on September 20, 1999.
**137,380 of these shares are subject to agreements described in note *.
<PAGE> 9
CUSIP NO. 00754U-10-0 Schedule 13G/A Page 9 of 19
1 NAME OF REPORTING PERSON
I.R.S. IDENTIFICATION NO. OF ABOVE PERSON (ENTITIES ONLY)
Adwest 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
0
BENEFICIALLY 6 SHARED VOTING POWER
22,346,070*
OWNED BY 7 SOLE DISPOSITIVE POWER
EACH
REPORTING PERSON 50,000**
WITH 8 SHARED DISPOSITIVE POWER
0
9 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
22,360,460
10 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES |_|
11 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
44.9%
12 TYPE OF REPORTING PERSON*
PN
SEE INSTRUCTIONS BEFORE FILLING OUT!
*These shares are subject to a Purchase Agreement, Shareholders Agreement and
Standstill Agreement. The above agreements are described in a Scheduled 13D
which was filed on September 20, 1999.
*35,610 of these shares are subject to agreements described in note *.
<PAGE> 10
CUSIP NO. 00754U-10-0 Schedule 13G/A Page 10 of 19
1 NAME OF REPORTING PERSON
I.R.S. IDENTIFICATION NO. OF ABOVE PERSON (ENTITIES ONLY)
Advent Crown Fund II C.V.
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) |X|
(b) |_|
3 SEC USE ONLY
4 CITIZENSHIP OR PLACE OF ORGANIZATION
Netherlands
NUMBER OF 5 SOLE VOTING POWER
SHARES
0
BENEFICIALLY 6 SHARED VOTING POWER
22,346,070*
OWNED BY 7 SOLE DISPOSITIVE POWER
EACH
REPORTING PERSON 192,880
WITH 8 SHARED DISPOSITIVE POWER
0
9 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
22,401,570
10 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES |_|
11 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
44.9%
12 TYPE OF REPORTING PERSON*
PN
SEE INSTRUCTIONS BEFORE FILLING OUT!
*These shares are subject to a Purchase Agreement, Shareholders Agreement and
Standstill Agreement. The above agreements are described in a Scheduled 13D
which was filed on September 20, 1999.
**137,380 of these shares are subject to agreements described in note*.
<PAGE> 11
CUSIP NO. 00754U-10-0 Schedule 13G/A Page 11 of 19
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
1,258,780
BENEFICIALLY 6 SHARED VOTING POWER
22,346,070*
OWNED BY 7 SOLE DISPOSITIVE POWER
EACH
REPORTING PERSON 3,652,030**
WITH 8 SHARED DISPOSITIVE POWER
0
9 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
24,293,550
10 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES |_|
11 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
46.9%
12 TYPE OF REPORTING PERSON*
PN
SEE INSTRUCTIONS BEFORE FILLING OUT!
*These shares are subject to a Purchase Agreement, Shareholders Agreement and
Standstill Agreement. The above agreements are described in a Scheduled 13D
which was filed on September 20, 1999.
**1,704,550 of these shares are subject to agreements described in note*.
<PAGE> 12
CUSIP NO. 00754U-10-0 Schedule 13G/A Page 12 of 19
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
61,524
BENEFICIALLY 6 SHARED VOTING POWER
22,346,070*
OWNED BY 7 SOLE DISPOSITIVE POWER
EACH
REPORTING PERSON 168,274**
WITH 8 SHARED DISPOSITIVE POWER
0
9 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
22,438,314
10 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES |_|
11 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
45.1%
12 TYPE OF REPORTING PERSON*
PN
SEE INSTRUCTIONS BEFORE FILLING OUT!
*These shares are subject to a Purchase Agreement, Shareholders Agreement and
Standstill Agreement. The above agreements are described in a Scheduled 13D
which was filed on September 20, 1999.
**76,030 of these shares are subject to agreements described in note*.
<PAGE> 13
CUSIP NO. 00754U-10-0 Schedule 13G/A Page 13 of 19
1 NAME OF REPORTING PERSON
I.R.S. IDENTIFICATION NO. OF ABOVE PERSON (ENTITIES ONLY)
Advent International Investors II 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
Massachusetts
NUMBER OF 5 SOLE VOTING POWER
SHARES
1,207
BENEFICIALLY 6 SHARED VOTING POWER
0
OWNED BY 7 SOLE DISPOSITIVE POWER
EACH
REPORTING PERSON 1,207
WITH 8 SHARED DISPOSITIVE POWER
0
9 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,207
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!
<PAGE> 14
CUSIP NO. 00754U-10-0 Schedule 13G/A Page 14 of 19
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
1,321,311
BENEFICIALLY 6 SHARED VOTING POWER
22,346,070*
OWNED BY 7 SOLE DISPOSITIVE POWER
EACH
REPORTING PERSON 3,831,511**
WITH 8 SHARED DISPOSITIVE POWER
0
9 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
24,386,801
10 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES |_|
11 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
46.9%
12 TYPE OF REPORTING PERSON*
CO, IA
SEE INSTRUCTIONS BEFORE FILLING OUT!
*These shares are subject to a Purchase Agreement, Shareholders Agreement and
Standstill Agreement. The above agreements are described in a Scheduled 13D
which was filed on September 20, 1999.
**1,780,780 of these shares are subject to the agreements described in note*.
<PAGE> 15
CUSIP NO. 00754U-10-0 Schedule 13G/A Page 15 of 19
Item 1.
(a) (b) This statement on Schedule 13G relates to the Reporting
Persons' (as defined in Item 2 below) beneficial ownership interest in Advanced
Radio Telecom Corp. a Delaware Corporation (the "Corporation"). The address of
the principal executive office of the Corporation is 500 108th Avenue, N.E.,
Suite 2600, Bellevue, Washington 98004.
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
partnership;
(3) Advent Partners Limited Partnership, a Delaware
partnership;
(4) Digital Media & Communications II Limited Partnership, a
Delaware partnership;
(5) Oakstone Ventures Limited Partnership, a Delaware
partnership;
(6) Advent Crown Fund II C.V., a Netherlands partnership;
(7) Adwest Limited Partnership, a Delaware partnership;
(8) Global Private Equity II - PGGM Limited Partnership, a
Delaware partnership;
(9) Global Private Equity II - Europe Limited Partnership, a
Delaware partnership;
(10) Advent Global Management Limited Partnership, a Delaware
partnership;
(11) Advent Global GECC Limited Partnership, a Delaware
partnership;
(12) Global Private Equity II Limited Partnership, a Delaware
partnership;
(13) Advent International Investors II Limited Partnership, a
Massachusetts partnership;
<PAGE> 16
CUSIP NO. 00754U-10-0 Schedule 13G/A Page 16 of 19
The entities listed in subparagraph (1) through (13) 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 $0.001
per share, (the "Common Stock") of the Corporation named in Item 1 of this
statement. The CUSIP number associated with such Common Stock is 00754U-10-0.
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).
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
August 13, 1999) 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>
Number of Shares
Under
Reporting Person Common Warrants Total
Advent Global GECC Limited Partnership
<S> <C> <C> <C>
1,250,000 1,250,000
--------- ---------
Advent Global Management Limited
Partnership (1) 1,250,000 1,250,000
Digital Media & Communications II
Limited Partnership 269,990 269,990
Global Private Equity II Limited Partnership
1,189,673 69,107 1,258,780
Global Private Equity II-Europe Limited Partnership
125,000 125,000
Global Private Equity II-PGGM Limited
Partnership 312,500 312,500
Oakstone Ventures Limited Partnership 192,880 192,880
Advent Crown Fund II C.V. 192,880 192,880
Adwest Limited Partnership 50,000 50,000
Advent International Limited Partnership (2)
3,582,923 69,107 3,652,030
--------- ------ ---------
Advent Partners Limited Partnership 164,893 3,381 168,274
Advent International Investors II
Limited Partnership 1,149 58 1,207
Advent International Corporation (3) 3,748,965 72,546 3,821,511
========= ====== =========
</TABLE>
<PAGE> 17
CUSIP NO. 00754U-10-0 Schedule 13G/A Page 17 of 19
(1) Advent Global Management Limited Partnership is the general partner
of Advent Global GECC Limited Partnership. As such, Advent Global Management
Limited Partnership has the power to vote and dispose of the securities owned by
Advent Global GECC Limited Partnership. The beneficial ownership of Advent
Global Management Limited Partnership drives from such power.
(2) Advent International Limited Partnership is the general partner of
Global Private Equity II-Europe Limited Partnership, Digital Media &
Communications II Limited Partnership, Oakstone Ventures Limited Partnership,
Advent Crown Fund II C.V., Adwest Limited Partnership, Global Private Equity
II-PGGM Limited Partnership, Global Private Equity II Limited Partnership, and
Advent Global Management Limited Partnership, which in turn is the general
partner of Advent Global GECC Limited Partnership. As such, Advent International
Limited Partnership has the power to vote and dispose of the securities of owned
by the aforementioned entities. The beneficial ownership of Advent International
Limited Partnership derives from such power.
(3) Advent International Corporation is the general partner of Advent
Partners Limited Partnership, Advent International Investors II Limited
Partnership, and Advent International Limited Partnership, which in turn is the
general partner of Global Private Equity II-Europe Limited Partnership, Digital
Media & Communications II Limited Partnership, Oakstone Ventures Limited
Partnership, Advent Crown Fund II C.V., Adwest Limited Partnership, Global
Private Equity II-PGGM Limited Partnership, Global Private Equity II Limited
Partnership, and Advent Global Management Limited Partnership, which in turn is
the general partner of Advent Global GECC Limited Partnership. As such, Advent
International Corporation has the power to vote and dispose of the securities of
owned by the aforementioned entities. The beneficial ownership of Advent
International Corporation 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.
Not Applicable
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.
<PAGE> 18
CUSIP NO. 00754U-10-0 Schedule 13G/A Page 18 of 19
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 acquired in the ordinary
course of business and were not acquired for the purpose of and do not have 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.
<PAGE> 19
CUSIP NO. 00754U-10-0 Schedule 13G/A Page 19 of 19
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 14, 2000
GLOBAL PRIVATE EQUITY II LIMITED PARTNERSHIP
GLOBAL PRIVATE EQUITY II - EUROPE LIMITED PARTNERSHIP
GLOBAL PRIVATE EQUITY II - PGGM LIMITED PARTNERSHIP
DIGITAL MEDIA & COMMUNICATIONS II LIMITED PARTNERSHIP
OAKSTONE VENTURES LIMITED PARTNERSHP
ADVENT CROWN FUND II C.V.
ADWEST LIMITED PARTNERSHIP
By: Advent International Limited Partnership,
General Partner
By: Advent International Corporation,
General Partner
By: Janet L. Hennessy, Vice President*
ADVENT GLOBAL GECC LIMITED PARTNERSHIP
By: Advent Global Management Limited Partnership,
General Partner
By: Advent International Limited Partnership,
General Partner
By: Advent International Corporation,
General Partner
By: Janet L. Hennessy, Vice President*
ADVENT PARTNERS LIMITED PARTNERSHIP
ADVENT INTERNATIONAL INVESTORS II LIMITED PARTNERSHIP
By: Advent International Corporation,
General Partner
By: Janet L. Hennessy, Vice President*
ADVENT INTERNATIONAL LIMITED PARTNERSHIP
By: Advent International Corporation,
General Partner
By: Janet L. Hennessy, Vice President*
ADVENT INTERNATIONAL CORPORATION
By: Janet L. Hennessy, Vice President*
*For all of the above:
/s/Janet L. Hennessy
Janet L. Hennessy, Vice President
