-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, B4cWx568yxUPjXWSfczCKwYyLjzvnx/kuoYE7TmgTLbDZJTXN7NDYhmx1xoafqSC LCn5o0ezxRZev1hbE1jvog== /in/edgar/work/0000950134-00-005775/0000950134-00-005775.txt : 20000719 0000950134-00-005775.hdr.sgml : 20000719 ACCESSION NUMBER: 0000950134-00-005775 CONFORMED SUBMISSION TYPE: SC 13D/A PUBLIC DOCUMENT COUNT: 2 FILED AS OF DATE: 20000718 GROUP MEMBERS: HICKS THOMAS O GROUP MEMBERS: HICKS, MUSE 1999 FUND IV LLC GROUP MEMBERS: HICKS, MUSE GP 1999 PARTNERS IV LP GROUP MEMBERS: HICKS, MUSE PG IV 1999 CV GROUP MEMBERS: HM 4 EQ 1999 COINVESTORS LP GROUP MEMBERS: HM 4 EQ GLOBIX COINVESTORS LLC GROUP MEMBERS: HM 4 SBS 1999 COINVESTORS LP GROUP MEMBERS: HM 4 SBS GLOBIX COINVESTORS LLC GROUP MEMBERS: HM EQUITY FUND IV GP PARTNERS 1999 CV GROUP MEMBERS: HM FUND IV CAYMAN LLC GROUP MEMBERS: HM GP PARTNERS IV CAYMAN LP GROUP MEMBERS: HM PG IV GLOBIX LLC GROUP MEMBERS: HM4 GLOBIX PRIVATE FUND LLC GROUP MEMBERS: HM4 GLOBIX QUALIFIED FUND LLC GROUP MEMBERS: HM4 GP 1999 PARTNERS LP GROUP MEMBERS: HMTF BRIDGE GLOBIX LLC GROUP MEMBERS: HMTF BRIDGE PARTNERS LLC GROUP MEMBERS: HMTF BRIDGE PARTNERS LP GROUP MEMBERS: HMTF EQUITY FUND IV 1999 LP GROUP MEMBERS: HMTF PRIVATE EQUITY FUND IV 1999 LP SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: GLOBIX CORP CENTRAL INDEX KEY: 0001003111 STANDARD INDUSTRIAL CLASSIFICATION: [5045 ] IRS NUMBER: 133781263 STATE OF INCORPORATION: DE FISCAL YEAR END: 0930 FILING VALUES: FORM TYPE: SC 13D/A SEC ACT: SEC FILE NUMBER: 005-47401 FILM NUMBER: 674956 BUSINESS ADDRESS: STREET 1: 139 CENTRE STREET CITY: NEW YORK STATE: NY ZIP: 10013 BUSINESS PHONE: 2125945300 FORMER COMPANY: FORMER CONFORMED NAME: BELL TECHNOLOGY GROUP LTD DATE OF NAME CHANGE: 19951106 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: HICKS THOMAS O CENTRAL INDEX KEY: 0000938201 STANDARD INDUSTRIAL CLASSIFICATION: [ ] IRS NUMBER: 459720171 FILING VALUES: FORM TYPE: SC 13D/A BUSINESS ADDRESS: STREET 1: 200 CRESCENT COURT STREET 2: SUITE 1600 CITY: DALLAS STATE: TX ZIP: 75201 BUSINESS PHONE: 2147407300 MAIL ADDRESS: STREET 1: 200 CRESCENT COURT STREET 2: SUITE 1600 CITY: DALLAS STATE: TX ZIP: 75201 SC 13D/A 1 sc13da.txt AMENDMENT NO. 1 TO SCHEDULE 13D 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) 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 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 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 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 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 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 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 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 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 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 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 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 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 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 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 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 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 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 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 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 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 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.
NUMBER OF PURCHASE NAME OF ENTITY SHARES PURCHASED PRICE - -------------------------------- --------------------- ------------------ - -------------------------------- --------------------- ------------------ 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 - -------------------------------- --------------------- ------------------
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 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 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:
NAME OF ENTITY NUMBER OF SHARES OF PREFERRED STOCK PURCHASED - --------------------------------------------------------------- ---------------------------------------------------- Qualified LLC 18,161 - --------------------------------------------------------------- ---------------------------------------------------- Private LLC 129 - --------------------------------------------------------------- ---------------------------------------------------- 4-EQ LLC 296 - --------------------------------------------------------------- ---------------------------------------------------- 4-SBS LLC 447 - --------------------------------------------------------------- ---------------------------------------------------- PG-IV LLC 967 - --------------------------------------------------------------- ----------------------------------------------------
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 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 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 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.
NUMBER OF PURCHASE NAME OF ENTITY SHARES PURCHASED PRICE - -------------------------------- --------------------- ------------------ - -------------------------------- --------------------- ------------------ 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 - -------------------------------- --------------------- ------------------
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 29
NAME OF ENTITY NUMBER OF SHARES OF PREFERRED STOCK PURCHASED ------------------------ ------------------------------------- Qualified LLC 18,161 ------------------------ ------------------------------------- Private LLC 129 ------------------------ ------------------------------------- 4-EQ LLC 296 ------------------------ ------------------------------------- 4-SBS LLC 447 ------------------------ ------------------------------------- PG-IV LLC 967 ------------------------ -------------------------------------
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 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 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 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 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 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 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 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 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 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 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 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 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 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 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 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 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 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 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 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 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 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 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 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 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 EX-10.4 2 ex10-4.txt ASSIGNMENT OF SECURITIES 1 EXHIBIT 10.4 ASSIGNMENT OF SECURITIES This Assignment of Securities ("Assignment") is entered into as of June 26, 2000, by and between HMTF Bridge Globix, LLC, a Delaware limited liability company (the "Assignor"), and HM4 Globix Qualified Fund, LLC, a Delaware limited liability company, HM4 Globix Private Fund, LLC, a Delaware limited liability company, HM PG-IV Globix, LLC, a Delaware limited liability company, HM 4-SBS Globix Coinvestors, LLC, a Delaware limited liability company, and HM 4-EQ Globix Coinvestors, LLC, a Delaware limited liability company (collectively, the "Assignees"). RECITALS A. HMTF-IV Acquisition Corp. entered into that certain Stock Purchase Agreement, dated as of November 5, 1999 (the "Purchase Agreement"), by and between HMTF-IV Acquisition Corp. and Globix Corporation (the "Company"). Capitalized terms not otherwise defined herein shall have the meanings ascribed to such terms in the Purchase Agreement. B. On the terms of the Purchase Agreement, HMTF-IV Acquisition Corp. agreed to purchase, and the Company agreed to sell, 80,000 shares of the Company's Series A 7.5% Convertible Preferred Stock (the "Purchased Securities"). Pursuant to that certain Assignment of Rights Under Stock Purchase Agreement, dated November 9, 1999 ("First Assignment of Rights"), by and between HMTF-IV Acquisition Corp., as assignor, and the Assignees, as Assignees, HMTF-IV Acquisition Corp. assigned all of its rights, titles, and interests in, to, and under the Purchase Agreement with respect to the Purchased Securities, to the Assignees. C. Pursuant to that certain Assignment of Rights Under Stock Purchase Agreement, dated November 16, 1999 ("Second Assignment of Rights"), by and between Assignees, as assignor, and Assignor, as assignee, the Assignees assigned to Assignor all of Assignees' rights, titles and interests in, to and under the Purchase Agreement with respect to 20,000 shares of the Purchased Securities in the proportions reflected on Exhibit A attached hereto. D. Assignor now desires to sell and assign to Assignees all of Assignor's rights, titles, and interests in, to, and under the Purchase Agreement with respect to its 20,000 shares of the Purchased Securities in the proportions reflected on Exhibit A attached hereto. AGREEMENTS NOW, THEREFORE, in consideration of the covenants of Assignees hereunder and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereto, intending to be legally bound, hereby agree as follows: 1. ASSIGNMENT. Assignor hereby sells, assigns, transfers, and conveys to each Assignee and its respective successors and assigns the percentage of Assignor's rights, titles, interests, and 2 obligations in, to, and under the Purchase Agreement as set forth opposite such Assignee's name on Exhibit A (including, without limitation, the right to amend, terminate, supplement, and extend the Purchase Agreement, collectively the "Contract Rights"). 2. ASSUMPTION. Each Assignee hereby agrees to assume and timely perform all Contract Rights of the Assignor hereby sold, assigned, transferred, and conveyed to such Assignee. Except as expressly set forth in this Assignment, Assignees do not hereby assume or agree to pay any other liabilities or obligations of Assignor of any nature whatsoever. 3. TITLE TO CONTRACT RIGHTS. Assignor hereby binds itself, its successors, and assigns to warrant and forever defend, all and singular, title to the Contract Rights unto Assignees and their respective successors and assigns against every person lawfully claiming or to claim the same or any part thereof. Assignor warrants to each Assignee that it is conveying good title to the Contract Rights free and clear of all Liens. 4. POWER OF ATTORNEY. Assignor hereby constitutes and appoints each Assignee as Assignor's true and lawful attorney, with full power of substitution, for it and in its name, place, and stead, but on behalf of and for the benefit of such Assignee, to demand and receive from time to time any and all Contract Rights and to get receipts and releases for and in respect of the same or any part thereof and to do all and any such acts and things in relation thereto as such Assignee shall deem advisable. 5. FURTHER ASSURANCES. Assignor, for itself and its successors and assigns, hereby covenants and agrees with Assignees that Assignor will do, execute, acknowledge, and deliver, or will cause to be done, executed, acknowledged, and delivered, all such further acts, conveyances, transfers, assignments, powers of attorney, and assurances that may be required to assure, convey, transfer, confirm, and vest unto Assignees any and all of the Contract Rights and to aid and assist Assignees in collecting and reducing the Contract Rights to possession. 6. GOVERNING LAW. This Assignment shall be governed by and construed in accordance with the laws of the State of New York. [THE REMAINDER OF THIS PAGE IS INTENTIONALLY BLANK] 2 3 IN WITNESS WHEREOF, the undersigned have caused this Agreement to be signed, all as of the date first written above. ASSIGNOR: HMTF BRIDGE GLOBIX, LLC By: /s/ David W. Knickel ----------------------------------- Name: David W. Knickel --------------------------------- Title: Vice President -------------------------------- ASSIGNEES: HM4 GLOBIX QUALIFIED FUND, LLC By: /s/ David W. Knickel ----------------------------------- Name: David W. Knickel --------------------------------- Title: Vice President -------------------------------- HM4 GLOBIX PRIVATE FUND, LLC By: /s/ David W. Knickel ----------------------------------- Name: David W. Knickel --------------------------------- Title: Vice President -------------------------------- [SIGNATURE PAGE TO ASSIGNMENT OF SECURITIES] S-1 4 HM PG-IV GLOBIX, LLC By: /s/ David W. Knickel ----------------------------------- Name: David W. Knickel --------------------------------- Title: Vice President -------------------------------- HM 4-SBS GLOBIX COINVESTORS, LLC By: /s/ David W. Knickel ----------------------------------- Name: David W. Knickel --------------------------------- Title: Vice President -------------------------------- HM 4-EQ GLOBIX COINVESTORS, LLC By: /s/ David W. Knickel ----------------------------------- Name: David W. Knickel --------------------------------- Title: Vice President -------------------------------- [SIGNATURE PAGE TO ASSIGNMENT OF SECURITIES] S-2 5 EXHIBIT A ASSIGNMENT OF SECURITIES
SHARES OF SERIES A 7.5% CONVERTIBLE PERCENTAGE PREFERRED STOCK ASSIGNEE TRANSFERRED TO BE ACQUIRED - -------------------------------- ------------ -------------- HM4 Globix Qualified Fund, LLC 90.805306% 18,161 HM4 Globix Private Fund, LLC 0.643298% 129 HM PG-IV Globix, LLC 4.834331% 967 HM 4-SBS Globix Coinvestors, LLC 2.232843% 447 HM 4-EQ Globix Coinvestors, LLC 1.484222% 296 - -------------------------------- ----------- ------------ Total 100.0000% 20,000 =========== ============
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