<PAGE> 1
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13G
Under the Securities Exchange Act of 1934
(Amendment No. __)*
Access Worldwide Communications, Inc.
(Name of Issuer)
Common Stock, $.01 Par Value
(Title of Class of Securities)
004319 10 9
(CUSIP Number)
Check the appropriate box to designate the rule pursuant to which this Schedule
is filed:
/ / Rule 13d-1(b)
/ / Rule 13d-(c)
/x/ Rule 13d-1(d)
- ----------
* 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 the disclosures provided in a prior cover page.
The information required in 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 ("Act") or otherwise subject to the liabilities of that section of
the Act but shall be subject to all other provisions of the Act (however, see
the Notes).
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CUSIP NO. 004319 10 9 13G PAGE 2 OF 14 PAGES
1 NAMES OF REPORTING PERSONS
I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS (ENTITIES ONLY)
Abbingdon Venture Partners Limited Partnership - II
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 SHARES 5 SOLE VOTING POWER
BENEFICIALLY OWNED BY
EACH 1,575,000
REPORTING PERSON
WITH 6 SHARED VOTING POWER
0
7 SOLE DISPOSITIVE POWER
1,575,000
8 SHARED DISPOSITIVE POWER
0
9 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,575,000
10 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES
CERTAIN SHARES* / /
11 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
17.42%
12 TYPE OF REPORTING PERSON*
PN
*SEE INSTRUCTION BEFORE FILLING OUT!
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CUSIP NO. 004319 10 9 13G PAGE 3 OF 14 PAGES
1 NAMES OF REPORTING PERSONS
I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS (ENTITIES ONLY)
Abbingdon Venture Partners Limited Partnership-III
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 SHARES 5 SOLE VOTING POWER
BENEFICIALLY OWNED BY
EACH 1,925,000
REPORTING PERSON
WITH 6 SHARED VOTING POWER
0
7 SOLE DISPOSITIVE POWER
1,925,000
8 SHARED DISPOSITIVE POWER
0
9 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,925,000
10 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES
CERTAIN SHARES* / /
11 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
21.29%
12 TYPE OF REPORTING PERSON*
PN
*SEE INSTRUCTION BEFORE FILLING OUT!
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CUSIP NO. 004319 10 9 13G PAGE 4 OF 14 PAGES
1 NAMES OF REPORTING PERSONS
I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS (ENTITIES ONLY)
John H. Foster
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a) /x/
(b) / /
3 SEC USE ONLY
4 CITIZENSHIP OR PLACE OF ORGANIZATION
United States
NUMBER OF SHARES 5 SOLE VOTING POWER
BENEFICIALLY OWNED BY
EACH 10,000
REPORTING PERSON
WITH 6 SHARED VOTING POWER
3,500,000
7 SOLE DISPOSITIVE POWER
10,000
8 SHARED DISPOSITIVE POWER
3,500,000
9 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
3,510,000
10 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES
CERTAIN SHARES* / /
11 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
38.82%
12 TYPE OF REPORTING PERSON*
IN
*SEE INSTRUCTION BEFORE FILLING OUT!
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CUSIP NO. 004319 10 9 13G PAGE 5 OF 14 PAGES
1 NAMES OF REPORTING PERSONS
I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS (ENTITIES ONLY)
Stephen F. Nagy
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a) /x/
(b) / /
3 SEC USE ONLY
4 CITIZENSHIP OR PLACE OF ORGANIZATION
United States
NUMBER OF SHARES 5 SOLE VOTING POWER
BENEFICIALLY OWNED BY
EACH 32,500
REPORTING PERSON
WITH 6 SHARED VOTING POWER
3,520,000
7 SOLE DISPOSITIVE POWER
32,500
8 SHARED DISPOSITIVE POWER
3,520,000
9 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
3,552,500
10 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES
CERTAIN SHARES* / /
11 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
39.29%
12 TYPE OF REPORTING PERSON*
IN
*SEE INSTRUCTION BEFORE FILLING OUT!
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Item 1(a). Name of Issuer:
The name of the Issuer is Access Worldwide Communications,
Inc. (the "Company").
Item 1(b). Address of Issuer's Principal Executive Offices:
The principal executive offices of the Company are located
at 2200 Clarendon Blvd., Arlington, Virginia 22201.
Item 2(a). Names of Persons Filing:
This statement is being filed by: (i) Abbingdon Venture
Partners Limited Partnership-II ("Abbingdon-II"); (ii) Abbingdon Venture
Partners Limited Partnership-III ("Abbingdon-III"); (iii) John H. Foster; and
(iv) Stephen F. Nagy.
Item 2(b). Address of Principal Business Office or, if None, Residence:
The address of the principal business office of
Abbingdon-II, Abbingdon-III, John H. Foster and Stephen F. Nagy is c/o Foster
Management Company, 1018 West Ninth Avenue, King of Prussia, Pennsylvania 19406.
Item 2(c). Citizenship:
Abbingdon-II is organized under the laws of the State of
Delaware. Abbingdon-III is organized under the laws of the State of Delaware.
John H. Foster is a citizen of the United States. Stephen F. Nagy is a citizen
of the United States.
Item 2(d). Title of Class of Securities:
The securities to which this statement relates are shares
of the common stock, $.01 par value (the "Common Stock"), of the Company.
Item 2(e). CUSIP Number:
The CUSIP number of the Common Stock is 004319 10 9.
Item 3. If this statement is filed pursuant to Rules 13d-1(b), or
13d-2(b) or (c), check whether the person filing is a:
Not applicable.
Item 4. Ownership.
(1) Abbingdon Venture-II:
(a) As of December 31, 1998, Abbingdon-II owned
beneficially 1,575,000 shares of Common Stock.
(b) The shares of Common Stock owned beneficially by
Abbingdon-II represent approximately 17.42% of the issued and
outstanding shares of Common Stock of the Company.
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(c) Abbingdon-II has the sole power to vote or to direct the
voting of its shares of Common Stock and has the sole power to dispose
of or to direct the disposition of its shares of Common Stock.
(2) Abbingdon-III:
(a) As of December 31, 1998, Abbingdon-III owned beneficially
1,925,000 shares of Common Stock.
(b) The shares of Common Stock owned beneficially by
Abbingdon-III represent approximately 21.29% of the issued and
outstanding shares of Common Stock of the Company.
(c) Abbingdon-III has the sole power to vote or to direct the
voting of its shares of Common Stock and has the sole power to dispose
of or to direct the disposition of its shares of Common Stock.
(3) John H. Foster:
(a) As of December 31, 1998, John H. Foster owned beneficially
3,510,000 shares of Common Stock.
(b) The shares of Common Stock owned beneficially by Mr.
Foster represent approximately 38.82% of the issued and outstanding
shares of Common Stock of the Company.
(c) Mr. Foster has the sole power to vote or to direct the
voting of 10,000 shares of Common Stock and has the sole power to
dispose of or to direct the disposition of 10,000 shares of Common
Stock.
(d) Mr. Foster shares the power to vote or to direct the
voting of and to dispose of or to direct the disposition of the
following shares of Common Stock:
(i) 1,575,000 shares of Common Stock owned
beneficially by Abbingdon-II, a limited partnership of which
Abbingdon-II Partners, a general partnership of which Mr.
Foster is a general partner of certain intermediate
partnerships, is general partner; and
(ii) 1,925,000 shares of Common Stock owned
beneficially by Abbingdon-III, a limited partnership of which
Abbingdon-II Partners, a general partnership of which Mr.
Foster is a general partner of certain intermediate
partnerships, is general partner;
(4) Stephen F. Nagy:
(a) As of December 31, 1998, Stephen F. Nagy owned
beneficially 3,552,500 shares of Common Stock.
(b) The shares of Common Stock owned beneficially by Mr. Nagy
represent approximately 39.29% of the issued and outstanding shares of
Common Stock of the Company.
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(c) Mr. Nagy has the sole power to vote or to direct the
voting of 32,500 shares of Common Stock and has the sole power to
dispose of or to direct the disposition of 32,500 shares of Common
Stock.
(d) Mr. Nagy shares the power to vote or to direct the voting
of and to dispose of or to direct the disposition of the following
shares of Common Stock:
(i) 1,575,000 shares of Common Stock owned
beneficially by Abbingdon-II, a limited partnership of which
Abbingdon-II Partners, a general partnership of which Mr. Nagy
is a general partner of certain intermediate partnerships, is
general partner;
(ii) 1,925,000 shares of Common Stock owned
beneficially by Abbingdon-III, a limited partnership of which
Abbingdon-II Partners, a general partnership of which Mr. Nagy
is a general partner of certain intermediate partnerships, is
general partner; and
(iii) 20,000 shares of Common Stock owned
beneficially by a trust for Mr. Nagy's children, of which Mr.
Nagy's wife is a trustee.
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.
Item 8. Identification and Classification of Members of the Group.
The members of the Group filing this statement are Abbingdon Venture Partners
Limited Partnership-II, Abbingdon Venture Partners Limited Partnership-III, John
H. Foster and Stephen F. Nagy
Item 9. Notice of Dissolution of Group.
Not applicable.
Item 10. Certification.
Not applicable.
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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 12, 1999
ABBINGDON VENTURE PARTNERS
LIMITED PARTNERSHIP-II
By: Abbingdon-II Partners,
General Partner
By: /s/ Robert A. Ouimette
--------------------------------------
Name: Robert A. Ouimette,
as attorney-in-fact for John H. Foster
(on behalf of General Partner),
pursuant to a power of attorney dated
February 12, 1993 (previously filed,
copy attached)
ABBINGDON VENTURE PARTNERS
LIMITED PARTNERSHIP-III
By: Abbingdon-II Partners,
General Partner
By: /s/ Robert A. Ouimette
--------------------------------------
Name: Robert A. Ouimette,
as attorney-in-fact for John H. Foster
(on behalf of General Partner),
pursuant to a power of attorney dated
February 12, 1993 (previously filed,
copy attached)
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/s/ Robert A. Ouimette
---------------------------------------
Name: Robert A. Ouimette,
as attorney-in-fact for John H. Foster,
pursuant to a power of attorney dated
February 12, 1993 (previously filed,
copy attached)
/s/Stephen F. Nagy
--------------------------------------
Name: Stephen F. Nagy
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INDEX TO EXHIBITS
Exhibit Sequential
Number Description Page
Exhibit A Joint Filing Agreement dated as of
February 12, 1999 by and among Abbingdon
Venture Partners Limited Partnership-II,
Abbingdon Venture Partners Limited
Partnership-III, John H. Foster and Stephen
F. Nagy.
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EXHIBIT A
Joint Filing Agreement
In accordance with Rule 13d-1(k)(1) promulgated under the
Securities Exchange Act of 1934, as amended, the undersigned hereby agree to the
joint filing with each other on behalf of each of them a statement on Schedule
13G with respect to the common stock, $.01 par value, of Access Worldwide
Communications, Inc. This Joint Filing Agreement shall be included as an exhibit
to such Schedule 13G.
IN WITNESS WHEREOF, the undersigned have executed this Joint
Filing Agreement as of the 12th day of February, 1999.
ABBINGDON VENTURE PARTNERS ABBINGDON VENTURE PARTNERS
LIMITED PARTNERSHIP LIMITED PARTNERSHIP-II
By: Abbingdon-II Partners, General By: Abbingdon-II Partners,
Partner General Partner
By: /s/Robert A. Ouimette By: /s/Robert A. Ouimette
----------------------- ---------------------------
Name: Robert A. Ouimette, Name: Robert A. Ouimette,
as attorney-in-fact as attorney-in-fact
for John H. Foster for John H. Foster
(on behalf of General (on behalf of General
Partner), pursuant to a Partner), pursuant to a
power of attorney dated power of attorney dated
February 12, 1993 February 12, 1993
(previously filed, (previously filed,
copy attached) copy attached)
/s/Stephen F. Nagy /s/Robert A. Ouimette
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Name: Stephen F. Nagy Name: Robert A. Ouimette
as attorney-in-fact for
John H. Foster, Pursuant to a
power of attorney dated
February 12, 1993 (previously
filed, copy attached)
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POWER OF ATTORNEY
To Execute Forms, Schedules, Reports and Other Documents
Pursuant to Sections 13 and 16 of the
Securities Exchange Act of 1934, as Amended,
by and on Behalf of
JOHN H. FOSTER
Know all by these presents, that I, John H. Foster, hereby
constitute and appoint each of Andrew J. Beck and Robert A. Ouimette, severally,
my true and lawful attorney-in-fact to:
(1) execute for me and on my behalf any and all forms,
schedules, reports and other documents relating to my direct or indirect
ownership of securities that are required to be filed with the Securities and
Exchange Commission pursuant to Sections 13 and 16 of the Securities and
Exchange Act of 1934, as amended, and the rules and regulations promulgated
thereunder by the Securities and Exchange Commission;
(2) do and perform any and all acts for me and on my behalf
which I myself could do, if I were personally present, which may be necessary or
desirable to complete the execution of such forms, schedules, reports and other
documents and the timely filing thereof; and
(3) take any other action of any type whatsoever in connection
with the foregoing which, in the opinion of such attorney-in-fact, may be
necessary, it being understood that the documents executed by such
attorney-in-fact on my behalf pursuant to this Power of Attorney shall be in
such form and shall contain such terms and conditions as such attorney-in-fact
may approve in his discretion.
This Power of Attorney shall not be affected by the subsequent
disability or incompetence of the principal.
To induce any third party to act hereunder, I hereby agree
that any third party receiving a duly executed copy or facsimile of this
instrument may act hereunder, and that revocation or termination hereof shall be
ineffective as to such third party unless and until actual notice or knowledge
of such revocation or termination shall have been received by such third party,
and I for myself and for my heirs, executors, legal representatives and assigns,
hereby agree to indemnify and hold harmless any such third party form and
against any and all claims that may arise
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against such third party by reason of such third party having relied on the
provisions of this instrument.
IN WITNESS WHEREOF, I have hereunto signed my name as of this
12th day of February, 1993.
/s/ John H. Foster
------------------
John H. Foster
COMMONWEALTH OF PENNSYLVANIA )
: ss.
COUNTY OF MONTGOMERY )
On the 13th day of February, 1993 before me personally came
John H. Foster to me known, and known to me to be the individual described in,
and who executed the foregoing instrument, and he acknowledged to me that he
executed the same.
/s/ Erma R. Koslo
------------------
Notary Public
