<PAGE>
SCHEDULE 13G
CUSIP No. 302088109
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13G
Under the Securities Exchange Act of 1934
Exodus Communications, Inc.
---------------------------
(Name of Issuer)
Common Stock
------------
(Title of Class of Securities)
302088109
---------
(CUSIP Number)
March 18, 1998
--------------
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)
[ ] Rule 13d-1(c)
[X]Rule 13d-1(d)
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).
<PAGE>
SCHEDULE 13G
CUSIP No. 302088109
1. NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Fleet Venture Resources, Inc.
TIN#: 05-0315508
2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a) [ ]
(b) [ X ]
3. SEC USE ONLY
4. CITIZENSHIP OR PLACE OF ORGANIZATION
Rhode Island
5. NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH SOLE
VOTING POWER
None.
6. NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH SHARED
VOTING POWER.
100,877
7. NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH SOLE
DISPOSITIVE POWER.
None.
8. NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH SHARED
DISPOSITIVE POWER.
100,877
9. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON.
100,877
10. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
[ ]
11. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
0.5%
12. TYPE OF REPORTING PERSON
CO
<PAGE>
SCHEDULE 13G
CUSIP No. 302088109
1. NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Fleet Equity Partners VI, L.P.
TIN#: 05-0481063
2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a) [ ]
(b) [ X ]
3. SEC USE ONLY
4. CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
5. NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH SOLE
VOTING POWER
None.
6. NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH SHARED
VOTING POWER.
43,233
7. NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH SOLE
DISPOSITIVE POWER.
None.
8. NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH SHARED
DISPOSITIVE POWER.
43,233
9. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON.
43,233
10. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
[ ]
11. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
0.2%
12. TYPE OF REPORTING PERSON
PN
<PAGE>
SCHEDULE 13G
CUSIP No. 302088109
1. NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Fleet Growth Resources II, Inc.
TIN#: 05-0481064
2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a) [ ]
(b) [ X ]
3. SEC USE ONLY
4. CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
5. NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH SOLE
VOTING POWER
None.
6. NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH SHARED
VOTING POWER.
43,233
7. NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH SOLE
DISPOSITIVE POWER.
None.
8. NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH SHARED
DISPOSITIVE POWER.
43,233
9. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON.
43,233
10. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
[ ]
11. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
0.2%
11. TYPE OF REPORTING PERSON
CO
<PAGE>
SCHEDULE 13G
CUSIP No. 302088109
1. NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Fleet Growth Resources, Inc.
TIN#: 05-0401134
2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a) [ ]
(b) [ X ]
3. SEC USE ONLY
4. CITIZENSHIP OR PLACE OF ORGANIZATION
Rhode Island
5. NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH SOLE
VOTING POWER
None.
6. NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH SHARED
VOTING POWER.
43,233
7. NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH SOLE
DISPOSITIVE POWER.
None.
8. NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH SHARED
DISPOSITIVE POWER.
43,233
9. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON.
43,233
10. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
[ ]
11. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
0.2%
12. TYPE OF REPORTING PERSON
CO
<PAGE>
SCHEDULE 13G
CUSIP No. 302088109
1. NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Silverado IV Corp.
TIN#: 05-0481110
2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a) [ ]
(b) [ X ]
3. SEC USE ONLY
4. CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
5. NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH SOLE
VOTING POWER
None.
6. NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH SHARED
VOTING POWER.
43,233
7. NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH SOLE
DISPOSITIVE POWER.
None.
8. NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH SHARED
DISPOSITIVE POWER.
43,233
9. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON.
43,233
10. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
11. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
0.2%
12. TYPE OF REPORTING PERSON
CO
<PAGE>
SCHEDULE 13G
CUSIP No. 302088109
1. NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Fleet Private Equity Co., Inc.
TIN#: 05-0471718
2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a) [ ]
(b) [ X ]
3. SEC USE ONLY
4. CITIZENSHIP OR PLACE OF ORGANIZATION
Rhode Island
5. NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH SOLE
VOTING POWER
None.
6. NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH SHARED
VOTING POWER.
144,110
7. NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH SOLE
DISPOSITIVE POWER.
None.
8. NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH SHARED
DISPOSITIVE POWER.
144,110
9. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON.
144,110
10. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
11. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
0.7%
12. TYPE OF REPORTING PERSON
CO
<PAGE>
SCHEDULE 13G
CUSIP No. 302088109
1. NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Chisholm Partners III, L.P.
TIN#: 05-0491430
2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a) [ ]
(b) [ X ]
3. SEC USE ONLY
4. CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
5. NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH SOLE
VOTING POWER
None.
6. NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH SHARED
VOTING POWER.
36,702
7. NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH SOLE
DISPOSITIVE POWER.
None.
8. NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH SHARED
DISPOSITIVE POWER.
36,702
9. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON.
36,702
10. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
[ ]
11. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
0.2%
12. TYPE OF REPORTING PERSON
PN
<PAGE>
SCHEDULE 13G
CUSIP No. 302088109
1. NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Silverado III Corp.
TIN#: 05-0488882
2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a) [ ]
(b) [ X ]
3. SEC USE ONLY
4. CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
5. NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH SOLE
VOTING POWER
None.
6. NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH SHARED
VOTING POWER.
36,702
7. NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH SOLE
DISPOSITIVE POWER.
None.
8. NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH SHARED
DISPOSITIVE POWER.
36,702
9. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON.
36,702
10. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
11. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
0.2%
12. TYPE OF REPORTING PERSON
CO
<PAGE>
SCHEDULE 13G
CUSIP No. 302088109
1. NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Silverado III, L.P.
TIN#: 05-0491418
2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a) [ ]
(b) [ X ]
3. SEC USE ONLY
4. CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
5. NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH SOLE
VOTING POWER
None.
6. NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH SHARED
VOTING POWER.
36,702
7. NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH SOLE
DISPOSITIVE POWER.
None.
8. NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH SHARED
DISPOSITIVE POWER.
36,702
9. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON.
36,702
10. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES\
[ ]
11. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
0.2%
12. TYPE OF REPORTING PERSON
PN
<PAGE>
SCHEDULE 13G
CUSIP No. 302088109
1. NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Kennedy Plaza Partners
TIN#: 05-0489106
2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a) [ ]
(b) [ X ]
3. SEC USE ONLY
4. CITIZENSHIP OR PLACE OF ORGANIZATION
Rhode Island
5. NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH SOLE
VOTING POWER
None.
6. NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH SHARED
VOTING POWER.
2,699
7. NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH SOLE
DISPOSITIVE POWER.
None.
8. NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH SHARED
DISPOSITIVE POWER.
2,699
9. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON.
2,699
11. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
[ ]
11. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
0.01%
12. TYPE OF REPORTING PERSON
PN
<PAGE>
SCHEDULE 13G
CUSIP No. 302088109
1. NAME OF REPORTING PERSON
Robert M. Van Degna
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a) [ ]
(b) [ X ]
3. SEC USE ONLY
4. CITIZENSHIP OR PLACE OF ORGANIZATION
Rhode Island
5. NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH SOLE
VOTING POWER
None
6. NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH SHARED
VOTING POWER.
183,511
7. NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH SOLE
DISPOSITIVE POWER.
None
8. NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH SHARED
DISPOSITIVE POWER.
183,511
9. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON.
183,511
10. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
[ ]
11. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
0.9%
12. TYPE OF REPORTING PERSON*
IN
<PAGE>
SCHEDULE 13G
CUSIP No. 302088109
1. NAME OF REPORTING PERSON
Habib Y. Gorgi
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a) [ ]
(b) [ X ]
3. SEC USE ONLY
4. CITIZENSHIP OR PLACE OF ORGANIZATION
Rhode Island
5. NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH SOLE
VOTING POWER
None
6. NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH SHARED
VOTING POWER.
183,511
7. NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH SOLE
DISPOSITIVE POWER.
None
8. NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH SHARED
DISPOSITIVE POWER.
183,511
9. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON.
183,511
10. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
[ ]
11. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
0.9%
12. TYPE OF REPORTING PERSON*
IN
<PAGE>
SCHEDULE 13G
CUSIP No. 302088109
Item 1) Name of Issuer: Exodus Communications, Inc.
Item 1b) Address of Issuer's Principal Executive Offices:
2650 San Tomas Expressway
Santa Clara, CA 95051
Item 2a) Name of Persons Filing: 1) Fleet Venture Resources, Inc.
2) Fleet Equity Partners VI, L.P.
3) Fleet Growth Resources II, Inc.
4) Fleet Growth Resources, Inc.
5) Silverado IV Corp.
6) Fleet Private Equity Co., Inc.
7) Chisholm Partners III, L.P.
8) Silverado III Corp.
9) Silverado III, L.P.
10) Kennedy Plaza Partners
11) Robert M. Van Degna
12) Habib Y. Gorgi
Item 2b) Principal Business Office for entities 1 - 10 and the business address
for individuals 11 - 12 listed above:
50 Kennedy Plaza
Providence, RI 02903
Item 2c) Citizenship: as cited in Item 2a): 1) RI Corporation
2) DE Partnership
3) DE Corporation
4) RI Corporation
5) DE Corporation
6) RI Corporation
7) DE Partnership
8) DE Corporation
9) DE Partnership
10) RI Partnership
11) United States citizen
12) United States citizen
Item 2d) Class of Securities: Common Stock
Item 2e) CUSIP Number: 302088109
<PAGE>
SCHEDULE 13G
CUSIP No. 302088109
Item 3) Not Applicable
Item 4) Ownership
FLEET VENTURE RESOURCES, INC.(FVR) owns of record 100,877 shares of
Common Stock.
FLEET EQUITY PARTNERS VI, L.P. (FEPVI)owns of record 43,233 shares of
Common Stock.
CHISHOLM PARTNERS III, L.P. (CP3) owns of record 36,702 shares of
Common Stock.
KENNEDY PLAZA PARTNERS (KPP) owns of record 2,699 shares of Common
Stock.
The above entities in aggregate:
(a) Amount beneficially owned: 183,511 shares of Common Stock
(b) Percent of Class: 0.9%
(c) Number of shares as to which the group has:
(i) Sole power to vote or direct the vote: 0
(ii) Shared power to vote or direct the vote: 183,511
(iii) Sole power to dispose or direct the disposition of: 0
(iv) Shared power to dispose or to direct the disposition of: 183,511
FLEET GROWTH RESOURCES II, INC. (FGRII) is a General Partner of Fleet
Equity Partners VI, L.P., and as such may be deemed to possess indirect
beneficial ownership of the shares of Common Stock deemed beneficially held by
Fleet Equity Partners VI, L.P.
FLEET GROWTH RESOURCES, INC. (FGR) owns all of the outstanding Common Stock
of Fleet Growth Resources II, Inc., and as such may be deemed to possess
indirect beneficial ownership of the shares of Common Stock deemed beneficially
held by Fleet Equity Partners VI, L.P.
SILVERADO IV CORP. (S4C) is a General Partner of Fleet Equity Partners VI,
L.P., and as such may be deemed to possess indirect beneficial ownership of the
shares of Common Stock deemed beneficially held by Fleet Equity Partners VI,
L.P.
FLEET PRIVATE EQUITY CO., INC. (FPEC) owns all of the outstanding Common
Stock of Fleet Venture Resources, Inc. and Fleet Growth Resources, Inc., and as
such may be deemed to possess indirect beneficial ownership of the shares of
Common Stock deemed beneficially held by Fleet Venture Resources, Inc. and Fleet
Equity Partners VI, L.P.
SILVERADO III CORP. (S3C) is the General Partner of Silverado III, L.P.
which is the General Partner of Chisholm Partners III, L.P., and as such may be
deemed to possess indirect beneficial ownership of the shares of Common Stock
deemed beneficially held by Chisholm Partners III, L.P.
SILVERADO III, L.P. (S3LP) is the General Partner of Chisholm Partners III,
L.P., and as such may be deemed to possess indirect beneficial ownership of the
shares of Common Stock deemed beneficially held by Chisholm Partners III, L.P.
FLEET FINANCIAL GROUP, INC. (FFG) owns all of the outstanding Common Stock
of Fleet Private Equity Co., Inc., which owns all of the oustanding stock of
Fleet Venture Resources, Inc. and Fleet Growth Resources, Inc., and by virtue of
the relationships previously described, may thus be deemed to possess indirect
beneficial ownership of the shares of Common Stock deemed beneficially held by
Fleet Venture Resources, Inc. and Fleet Growth Resources, Inc.
ROBERT M. VAN DEGNA and HABIB Y. GORGI have shared investment and voting
power with respect to the 183,511 Common Stock shares held by FVR, FEPVI,
CPIII, and KPP. Mr. Van Degna is Chairman and CEO of FPEC, FVR, FGR, FGR2, and
Chairman, CEO and Treasurer of S3C and S4C, and Managing General Partner of
Kennedy Plaza Partners. Mr. Gorgi is President of FPEC, FVR, FGR, FGR2, and
President and Secretary of S3C and S4C, and Managing General Partner of Kennedy
Plaza Partners. Messrs. Van Degna and Gorgi disclaim beneficial ownership of
the shares of Common Stock not held directly by them.
<PAGE>
SCHEDULE 13G
CUSIP No. 302088109
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 person has ceased to be the beneficial owner of more
than five percent of the class of securities, check the following. /X/
As of March 18, 1998, the date of the Company's initial public offering (the
"Event Date"), FVR, FEPVI, CP3, and KPP (collectively, the "Fleet Entities")
owned, in aggregate, greater than 10% of the outstanding common stock of the
Issuer. Subsequently, the Fleet Entities sold common stock shares through the
public market. As of the date of this Schedule 13G, the Fleet Entities own,
in aggregate, less than 5% of the outstanding common stock of the Issuer.
Item 6) Not Applicable
Item 7) Not Applicable
Item 8) See Exhibit A
Item 9) Not Applicable
Item 10) Not Applicable
<PAGE>
SCHEDULE 13G
CUSIP No. 302088109
EXHIBIT A
Identification and Classification of Members of the Group:
Fleet Venture Resources, Inc. CO
Fleet Equity Partners VI, L.P. PN
Fleet Growth Resources II, Inc. CO
Fleet Growth Resources, Inc. CO
Silverado IV Corp. CO
Fleet Private Equity Co., Inc. CO
Chisholm Partners III, L.P. PN
Silverado III Corp. CO
Silverado III, L.P. PN
Kennedy Plaza Partners PN
Robert M. Van Degna IN
Habib Y. Gorgi IN
<PAGE>
SCHEDULE 13G
CUSIP No. 302088109
SIGNATURES
After reasonable inquiry and to the best of our knowledge and belief, the
undersigned certify that the information set forth in this statement is true,
complete and correct.
February 15, 1999 FLEET VENTURE RESOURCES, INC.
/s/ Robert M. Van Degna
---------------------------------
By Robert M. Van Degna
Its Chairman & CEO
<PAGE>
SCHEDULE 13G
CUSIP No. 302088109
SIGNATURES
After reasonable inquiry and to the best of our knowledge and belief, the
undersigned certify that the information set forth in this statement is true,
complete and correct.
February 15, 1999 FLEET EQUITY PARTNERS VI, L.P.
/s/ Robert M. Van Degna
---------------------------------
By Robert M. Van Degna
Chairman & CEO, Fleet Growth
Resources II, Inc.
General Partner
<PAGE>
SCHEDULE 13G
CUSIP No. 302088109
SIGNATURES
After reasonable inquiry and to the best of our knowledge and belief, the
undersigned certify that the information set forth in this statement is true,
complete and correct.
February 15, 1999 FLEET GROWTH RESOURCES II, INC.
/s/ Robert M. Van Degna
---------------------------------
By Robert M. Van Degna
Its Chairman & CEO
<PAGE>
SCHEDULE 13G
CUSIP No. 302088109
SIGNATURES
After reasonable inquiry and to the best of our knowledge and belief, the
undersigned certify that the information set forth in this statement is true,
complete and correct.
February 15, 1999 FLEET GROWTH RESOURCES, INC.
/s/ Robert M. Van Degna
---------------------------------
By Robert M. Van Degna
Its Chairman & CEO
<PAGE>
SCHEDULE 13G
CUSIP No. 302088109
SIGNATURES
After reasonable inquiry and to the best of our knowledge and belief, the
undersigned certify that the information set forth in this statement is true,
complete and correct.
February 15, 1999 SILVERADO IV CORP.
/s/ Robert M. Van Degna
---------------------------------
By Robert M. Van Degna
Its Chairman & CEO
<PAGE>
SCHEDULE 13G
CUSIP No. 302088109
SIGNATURES
After reasonable inquiry and to the best of our knowledge and belief, the
undersigned certify that the information set forth in this statement is true,
complete and correct.
February 15, 1999 FLEET PRIVATE EQUITY CO., INC.
/s/ Robert M. Van Degna
---------------------------------
By Robert M. Van Degna
Its Chairman & CEO
<PAGE>
SCHEDULE 13G
CUSIP No. 302088109
SIGNATURES
After reasonable inquiry and to the best of our knowledge and belief, the
undersigned certify that the information set forth in this statement is true,
complete and correct.
February 15, 1999 CHISHOLM PARTNERS III, L.P.
/s/ Robert M. Van Degna
---------------------------------
By Robert M. Van Degna
Chairman & CEO, Silverado III Corp.
General Partner, Silverado III, L.P.
General Partner, Chisholm Partners III, L.P.
<PAGE>
SCHEDULE 13G
CUSIP No. 302088109
SIGNATURES
After reasonable inquiry and to the best of our knowledge and belief, the
undersigned certify that the information set forth in this statement is true,
complete and correct.
February 15, 1999 SILVERADO III CORP.
/s/ Robert M. Van Degna
---------------------------------
By Robert M. Van Degna
Its Chairman & CEO
<PAGE>
SCHEDULE 13G
CUSIP No. 302088109
SIGNATURES
After reasonable inquiry and to the best of our knowledge and belief, the
undersigned certify that the information set forth in this statement is true,
complete and correct.
February 15, 1999 SILVERADO III, L.P.
/s/ Robert M. Van Degna
---------------------------------
By Robert M. Van Degna
Chairman & CEO Silverado III Corp.
General Partner Silverado III, L.P.
<PAGE>
SCHEDULE 13G
CUSIP No. 302088109
SIGNATURES
After reasonable inquiry and to the best of our knowledge and belief, the
undersigned certify that the information set forth in this statement is true,
complete and correct.
February 15, 1999 KENNEDY PLAZA PARTNERS
/s/ Robert M. Van Degna
---------------------------------
By Robert M. Van Degna
Managing General Partner
<PAGE>
SCHEDULE 13G
CUSIP No. 302088109
SIGNATURES
After reasonable inquiry and to the best of our knowledge and belief, the
undersigned certify that the information set forth in this statement is true,
complete and correct.
February 15, 1999 ROBERT M. VAN DEGNA
/s/ Robert M. Van Degna
---------------------------------
By Robert M. Van Degna
<PAGE>
SCHEDULE 13G
CUSIP No. 302088109
SIGNATURES
After reasonable inquiry and to the best of our knowledge and belief, the
undersigned certify that the information set forth in this statement is true,
complete and correct.
February 15, 1999 HABIB Y. GORGI
/s/ Habib Y. Gorgi
---------------------------------
By Habib Y. Gorgi
