-----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, ESkf9SCKPIuHKLuIaOTDB7Ar6rLA5mYHXttWzW3FBfhgJZy9l0qmqLHwwK1v7svl FUKB68L2dpXxFSU8vYD5SA== 0000950135-00-000864.txt : 20000216 0000950135-00-000864.hdr.sgml : 20000216 ACCESSION NUMBER: 0000950135-00-000864 CONFORMED SUBMISSION TYPE: SC 13G/A PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 20000215 GROUP MEMBERS: ADVENT CROWN FUND II C.V. GROUP MEMBERS: ADVENT GLOBAL GECC LTD. PART. GROUP MEMBERS: ADVENT GLOBAL MANAGEMENT LTD. PART. GROUP MEMBERS: ADVENT INT'L INVESTORS II LTD. PART. GROUP MEMBERS: ADVENT INTERNATIONAL CORP ET AL GROUP MEMBERS: ADVENT INTERNATIONAL LTD. PART. GROUP MEMBERS: ADVENT PARTNERS LTD. PART. GROUP MEMBERS: ADWEST LTD. PARTNERSHIP GROUP MEMBERS: DIGITAL MEDIA & COMMUNICATIONS II LTD. PART. GROUP MEMBERS: GLOBAL PRIVATE EQUITY II - EUROPE LTD. PART. GROUP MEMBERS: GLOBAL PRIVATE EQUITY II - PGGM LTD. PART. GROUP MEMBERS: GLOBAL PRIVATE EQUITY II LTD. PART. GROUP MEMBERS: OAKSTONE VENTURES LTD. PART. SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: ADVANCED RADIO TELECOM CORP CENTRAL INDEX KEY: 0001010286 STANDARD INDUSTRIAL CLASSIFICATION: RADIO TELEPHONE COMMUNICATIONS [4812] IRS NUMBER: 521869023 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13G/A SEC ACT: SEC FILE NUMBER: 005-49879 FILM NUMBER: 544909 BUSINESS ADDRESS: STREET 1: 500 108TH AVE NE STREET 2: SUITE 2600 CITY: BELLEVUE STATE: WA ZIP: 98004 BUSINESS PHONE: 4256888700 MAIL ADDRESS: STREET 1: 500 108TH AVENUE NE STREET 2: SUITE 2600 CITY: BELLEVUE STATE: WA ZIP: 98004 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: ADVENT INTERNATIONAL CORP ET AL CENTRAL INDEX KEY: 0000939424 STANDARD INDUSTRIAL CLASSIFICATION: [] IRS NUMBER: 042840139 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13G/A BUSINESS ADDRESS: STREET 1: 101 FEDERAL STREET CITY: BOSTON STATE: MA ZIP: 02110 BUSINESS PHONE: 6179519400 MAIL ADDRESS: STREET 1: 101 FEDERAL STREET CITY: BOSTON STATE: MA ZIP: 02110 SC 13G/A 1 ADVANCED RADIO TELECOM CORP. 1 CUSIP NO. 00754U-10-0 Schedule 13G/A Page 1 of 19 UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE 13G (RULE 13d-102) INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT TO RULES 13D-1(b) (c), AND (d) AND AMENDMENTS THERETO FILED PURSUANT TO RULE 13d-2(b) (AMENDMENT NO. ______1____)1 Advanced Radio Telecom Corp. (Name of issuer) Common Stock, Par value $.001 (Title of class of securities) 00754U-10-1 (CUSIP number) September 9, 1999 (Date of event which requires filing of this statement) Check the appropriate box to designate the rule pursuant to which this Schedule is filed: |_| Rule 13d-1(b) |x| Rule 13d-1(c) |_| Rule 13d-1(d) (Continued on the following pages) (Page 1 of 19 Pages) - -------------------------------- (1)The remainder of this cover page shall be filled out for a reporting person's initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter disclosures provided in a prior cover page. The information required on the remainder of this cover page shall not be deemed to be "filed" for the purpose of Section 18 of the Securities Exchange Act of 1934 or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes). 2 CUSIP NO. 00754U-10-0 Schedule 13G/A Page 2 of 19 1 NAME OF REPORTING PERSON I.R.S. IDENTIFICATION NO. OF ABOVE PERSON (ENTITIES ONLY) Advent Global GECC Limited Partnership 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) |X| (b) |_| 3 SEC USE ONLY 4 CITIZENSHIP OR PLACE OF ORGANIZATION Delaware NUMBER OF 5 SOLE VOTING POWER SHARES 0 BENEFICIALLY 6 SHARED VOTING POWER 22,346,070* OWNED BY 7 SOLE DISPOSITIVE POWER EACH REPORTING PERSON 1,250,000** WITH 8 SHARED DISPOSITIVE POWER 9 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 22,705,790 10 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES |_| 11 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9) 45.2% 12 TYPE OF REPORTING PERSON* PN SEE INSTRUCTIONS BEFORE FILLING OUT! *These shares are subject to a Purchase Agreement, Shareholders Agreement and Standstill Agreement. The above agreements are described in a Scheduled 13D which was filed on September 20, 1999. *890,280 of these shares are subject to agreements described in note*. 3 CUSIP NO. 00754U-10-0 Schedule 13G/A Page 3 of 19 1 NAME OF REPORTING PERSON I.R.S. IDENTIFICATION NO. OF ABOVE PERSON (ENTITIES ONLY) Advent Global Management Limited Partnership 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) |X| (b) |_| 3 SEC USE ONLY 4 CITIZENSHIP OR PLACE OF ORGANIZATION Delaware NUMBER OF 5 SOLE VOTING POWER SHARES 0 BENEFICIALLY 6 SHARED VOTING POWER 22,346,070* OWNED BY 7 SOLE DISPOSITIVE POWER EACH REPORTING PERSON 1,250,000** WITH 8 SHARED DISPOSITIVE POWER 0 9 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 22,705,790 10 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES |_| 11 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9) 45.2% 12 TYPE OF REPORTING PERSON* PN SEE INSTRUCTIONS BEFORE FILLING OUT! *These shares are subject to a Purchase Agreement, Shareholders Agreement and Standstill Agreement. The above agreements are described in a Scheduled 13D which was filed on September 20, 1999. **890,280 of these shares are subject to agreements described in note*. 4 CUSIP NO. 00754U-10-0 Schedule 13G/A Page 4 of 19 1 NAME OF REPORTING PERSON I.R.S. IDENTIFICATION NO. OF ABOVE PERSON (ENTITIES ONLY) Digital Media & Communications II Limited Partnership 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) |X| (b) |_| 3 SEC USE ONLY 4 CITIZENSHIP OR PLACE OF ORGANIZATION Delaware NUMBER OF 5 SOLE VOTING POWER SHARES 0 BENEFICIALLY 6 SHARED VOTING POWER 22,346,070* OWNED BY 7 SOLE DISPOSITIVE POWER EACH REPORTING PERSON 269,990** WITH 8 SHARED DISPOSITIVE POWER 0 9 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 22,423,760 10 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES |_| 11 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9) 44.9% 12 TYPE OF REPORTING PERSON* PN SEE INSTRUCTIONS BEFORE FILLING OUT! *These shares are subject to a Purchase Agreement, Shareholders Agreement and Standstill Agreement. The above agreements are described in a Scheduled 13D which was filed on September 20, 1999. **192,300 of these shares are subject to agreements described in note*. 5 CUSIP NO. 00754U-10-0 Schedule 13G/A Page 5 of 19 1 NAME OF REPORTING PERSON I.R.S. IDENTIFICATION NO. OF ABOVE PERSON (ENTITIES ONLY) Global Private Equity II Limited Partnership 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) |X| (b) |_| 3 SEC USE ONLY 4 CITIZENSHIP OR PLACE OF ORGANIZATION Delaware NUMBER OF 5 SOLE VOTING POWER SHARES 1,258,780 BENEFICIALLY 6 SHARED VOTING POWER 0 OWNED BY 7 SOLE DISPOSITIVE POWER EACH REPORTING PERSON 1,258,780 WITH 8 SHARED DISPOSITIVE POWER 0 9 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 1,258,780 10 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES |_| 11 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9) 4.4% 12 TYPE OF REPORTING PERSON* PN SEE INSTRUCTIONS BEFORE FILLING OUT! 6 CUSIP NO. 00754U-10-0 Schedule 13G/A Page 6 of 19 1 NAME OF REPORTING PERSON I.R.S. IDENTIFICATION NO. OF ABOVE PERSON (ENTITIES ONLY) Global Private Equity II - Europe Limited Partnership 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) |X| (b) |_| 3 SEC USE ONLY 4 CITIZENSHIP OR PLACE OF ORGANIZATION Delaware NUMBER OF 5 SOLE VOTING POWER SHARES 0 BENEFICIALLY 6 SHARED VOTING POWER 22,346,070* OWNED BY 7 SOLE DISPOSITIVE POWER EACH REPORTING PERSON 125,000** WITH 8 SHARED DISPOSITIVE POWER 0 9 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 22,382,040 10 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES |_| 11 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9) 44.9% 12 TYPE OF REPORTING PERSON* PN SEE INSTRUCTIONS BEFORE FILLING OUT! *These shares are subject to a Purchase Agreement, Shareholders Agreement and Standstill Agreement. The above agreements are described in a Scheduled 13D which was filed on September 20, 1999. **89,030 of these shares are subject to agreements described in note *. 7 CUSIP NO. 00754U-10-0 Schedule 13G/A Page 7 of 19 1 NAME OF REPORTING PERSON I.R.S. IDENTIFICATION NO. OF ABOVE PERSON (ENTITIES ONLY) Global Private Equity II - PGGM Limited Partnership 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) |X| (b) |_| 3 SEC USE ONLY 4 CITIZENSHIP OR PLACE OF ORGANIZATION Delaware NUMBER OF 5 SOLE VOTING POWER SHARES 0 BENEFICIALLY 6 SHARED VOTING POWER 22,346,070* OWNED BY 7 SOLE DISPOSITIVE POWER EACH REPORTING PERSON 312,500** WITH 8 SHARED DISPOSITIVE POWER 0 9 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 22,436,000 10 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES |_| 11 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9) 44.9% 12 TYPE OF REPORTING PERSON* PN SEE INSTRUCTIONS BEFORE FILLING OUT! *These shares are subject to a Purchase Agreement, Shareholders Agreement and Standstill Agreement. The above agreements are described in a Scheduled 13D which was filed on September 20, 1999. **222,570 of these shares are subject to agreements described in note *. 8 CUSIP NO. 00754U-10-0 Schedule 13G/A Page 8 of 19 1 NAME OF REPORTING PERSON I.R.S. IDENTIFICATION NO. OF ABOVE PERSON (ENTITIES ONLY) Oakstone Ventures Limited Partnership 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) |X| (b) |_| 3 SEC USE ONLY 4 CITIZENSHIP OR PLACE OF ORGANIZATION Delaware NUMBER OF 5 SOLE VOTING POWER SHARES 0 BENEFICIALLY 6 SHARED VOTING POWER 22,346,070* OWNED BY 7 SOLE DISPOSITIVE POWER EACH REPORTING PERSON 192,880** WITH 8 SHARED DISPOSITIVE POWER 0 9 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 22,401,570 10 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES |_| 11 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9) 44.9% 12 TYPE OF REPORTING PERSON* PN SEE INSTRUCTIONS BEFORE FILLING OUT! *These shares are subject to a Purchase Agreement, Shareholders Agreement and Standstill Agreement. The above agreements are described in a Scheduled 13D which was filed on September 20, 1999. **137,380 of these shares are subject to agreements described in note *. 9 CUSIP NO. 00754U-10-0 Schedule 13G/A Page 9 of 19 1 NAME OF REPORTING PERSON I.R.S. IDENTIFICATION NO. OF ABOVE PERSON (ENTITIES ONLY) Adwest Limited Partnership 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) |X| (b) |_| 3 SEC USE ONLY 4 CITIZENSHIP OR PLACE OF ORGANIZATION Delaware NUMBER OF 5 SOLE VOTING POWER SHARES 0 BENEFICIALLY 6 SHARED VOTING POWER 22,346,070* OWNED BY 7 SOLE DISPOSITIVE POWER EACH REPORTING PERSON 50,000** WITH 8 SHARED DISPOSITIVE POWER 0 9 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 22,360,460 10 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES |_| 11 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9) 44.9% 12 TYPE OF REPORTING PERSON* PN SEE INSTRUCTIONS BEFORE FILLING OUT! *These shares are subject to a Purchase Agreement, Shareholders Agreement and Standstill Agreement. The above agreements are described in a Scheduled 13D which was filed on September 20, 1999. *35,610 of these shares are subject to agreements described in note *. 10 CUSIP NO. 00754U-10-0 Schedule 13G/A Page 10 of 19 1 NAME OF REPORTING PERSON I.R.S. IDENTIFICATION NO. OF ABOVE PERSON (ENTITIES ONLY) Advent Crown Fund II C.V. 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) |X| (b) |_| 3 SEC USE ONLY 4 CITIZENSHIP OR PLACE OF ORGANIZATION Netherlands NUMBER OF 5 SOLE VOTING POWER SHARES 0 BENEFICIALLY 6 SHARED VOTING POWER 22,346,070* OWNED BY 7 SOLE DISPOSITIVE POWER EACH REPORTING PERSON 192,880 WITH 8 SHARED DISPOSITIVE POWER 0 9 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 22,401,570 10 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES |_| 11 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9) 44.9% 12 TYPE OF REPORTING PERSON* PN SEE INSTRUCTIONS BEFORE FILLING OUT! *These shares are subject to a Purchase Agreement, Shareholders Agreement and Standstill Agreement. The above agreements are described in a Scheduled 13D which was filed on September 20, 1999. **137,380 of these shares are subject to agreements described in note*. 11 CUSIP NO. 00754U-10-0 Schedule 13G/A Page 11 of 19 1 NAME OF REPORTING PERSON I.R.S. IDENTIFICATION NO. OF ABOVE PERSON (ENTITIES ONLY) Advent International Limited Partnership 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) |X| (b) |_| 3 SEC USE ONLY 4 CITIZENSHIP OR PLACE OF ORGANIZATION Delaware NUMBER OF 5 SOLE VOTING POWER SHARES 1,258,780 BENEFICIALLY 6 SHARED VOTING POWER 22,346,070* OWNED BY 7 SOLE DISPOSITIVE POWER EACH REPORTING PERSON 3,652,030** WITH 8 SHARED DISPOSITIVE POWER 0 9 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 24,293,550 10 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES |_| 11 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9) 46.9% 12 TYPE OF REPORTING PERSON* PN SEE INSTRUCTIONS BEFORE FILLING OUT! *These shares are subject to a Purchase Agreement, Shareholders Agreement and Standstill Agreement. The above agreements are described in a Scheduled 13D which was filed on September 20, 1999. **1,704,550 of these shares are subject to agreements described in note*. 12 CUSIP NO. 00754U-10-0 Schedule 13G/A Page 12 of 19 1 NAME OF REPORTING PERSON I.R.S. IDENTIFICATION NO. OF ABOVE PERSON (ENTITIES ONLY) Advent Partners Limited Partnership 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) |X| (b) |_| 3 SEC USE ONLY 4 CITIZENSHIP OR PLACE OF ORGANIZATION Delaware NUMBER OF 5 SOLE VOTING POWER SHARES 61,524 BENEFICIALLY 6 SHARED VOTING POWER 22,346,070* OWNED BY 7 SOLE DISPOSITIVE POWER EACH REPORTING PERSON 168,274** WITH 8 SHARED DISPOSITIVE POWER 0 9 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 22,438,314 10 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES |_| 11 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9) 45.1% 12 TYPE OF REPORTING PERSON* PN SEE INSTRUCTIONS BEFORE FILLING OUT! *These shares are subject to a Purchase Agreement, Shareholders Agreement and Standstill Agreement. The above agreements are described in a Scheduled 13D which was filed on September 20, 1999. **76,030 of these shares are subject to agreements described in note*. 13 CUSIP NO. 00754U-10-0 Schedule 13G/A Page 13 of 19 1 NAME OF REPORTING PERSON I.R.S. IDENTIFICATION NO. OF ABOVE PERSON (ENTITIES ONLY) Advent International Investors II Limited Partnership 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) |X| (b) |_| 3 SEC USE ONLY 4 CITIZENSHIP OR PLACE OF ORGANIZATION Massachusetts NUMBER OF 5 SOLE VOTING POWER SHARES 1,207 BENEFICIALLY 6 SHARED VOTING POWER 0 OWNED BY 7 SOLE DISPOSITIVE POWER EACH REPORTING PERSON 1,207 WITH 8 SHARED DISPOSITIVE POWER 0 9 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 1,207 10 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES |_| 11 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9) 0.0% 12 TYPE OF REPORTING PERSON* PN SEE INSTRUCTIONS BEFORE FILLING OUT! 14 CUSIP NO. 00754U-10-0 Schedule 13G/A Page 14 of 19 1 NAME OF REPORTING PERSON I.R.S. IDENTIFICATION NO. OF ABOVE PERSON (ENTITIES ONLY) Advent International Corporation 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) |X| (b) |_| 3 SEC USE ONLY 4 CITIZENSHIP OR PLACE OF ORGANIZATION Delaware NUMBER OF 5 SOLE VOTING POWER SHARES 1,321,311 BENEFICIALLY 6 SHARED VOTING POWER 22,346,070* OWNED BY 7 SOLE DISPOSITIVE POWER EACH REPORTING PERSON 3,831,511** WITH 8 SHARED DISPOSITIVE POWER 0 9 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 24,386,801 10 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES |_| 11 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9) 46.9% 12 TYPE OF REPORTING PERSON* CO, IA SEE INSTRUCTIONS BEFORE FILLING OUT! *These shares are subject to a Purchase Agreement, Shareholders Agreement and Standstill Agreement. The above agreements are described in a Scheduled 13D which was filed on September 20, 1999. **1,780,780 of these shares are subject to the agreements described in note*. 15 CUSIP NO. 00754U-10-0 Schedule 13G/A Page 15 of 19 Item 1. (a) (b) This statement on Schedule 13G relates to the Reporting Persons' (as defined in Item 2 below) beneficial ownership interest in Advanced Radio Telecom Corp. a Delaware Corporation (the "Corporation"). The address of the principal executive office of the Corporation is 500 108th Avenue, N.E., Suite 2600, Bellevue, Washington 98004. Item 2. (a) (b) (c) This statement is being filed by the following entities: (1) Advent International Corporation, a Delaware corporation; (2) Advent International Limited Partnership, a Delaware partnership; (3) Advent Partners Limited Partnership, a Delaware partnership; (4) Digital Media & Communications II Limited Partnership, a Delaware partnership; (5) Oakstone Ventures Limited Partnership, a Delaware partnership; (6) Advent Crown Fund II C.V., a Netherlands partnership; (7) Adwest Limited Partnership, a Delaware partnership; (8) Global Private Equity II - PGGM Limited Partnership, a Delaware partnership; (9) Global Private Equity II - Europe Limited Partnership, a Delaware partnership; (10) Advent Global Management Limited Partnership, a Delaware partnership; (11) Advent Global GECC Limited Partnership, a Delaware partnership; (12) Global Private Equity II Limited Partnership, a Delaware partnership; (13) Advent International Investors II Limited Partnership, a Massachusetts partnership; 16 CUSIP NO. 00754U-10-0 Schedule 13G/A Page 16 of 19 The entities listed in subparagraph (1) through (13) above are herein collectively referred to as the "Reporting Persons" and individually as a "Reporting Person." The principal business address of all of the Reporting Persons is c/o Advent International Corporation, 75 State Street, Boston, MA 02109. (d) (e) This statement relates to the Common Stock, par value $0.001 per share, (the "Common Stock") of the Corporation named in Item 1 of this statement. The CUSIP number associated with such Common Stock is 00754U-10-0. Item 3. Filing pursuant to Rule 13d-1(b), or 13d-2(b) or (c). This statement is not being filed pursuant to Rule 13d-1(b), or 13d-2(b) or (c). This statement is being filed pursuant to rule 13d-1(c). Item 4. Ownership. (a) (b) The following table sets forth the aggregate number and percentage (based upon the number of shares of Common Stock outstanding as of August 13, 1999) of the Common Stock beneficially owned by each Reporting Person named in Item 2 of this statement. The aggregate number and percentage of the Common Stock beneficially owned by each Reporting Person is calculated in accordance with Rule 13d-3(d)(1).
Number of Shares Under Reporting Person Common Warrants Total Advent Global GECC Limited Partnership 1,250,000 1,250,000 --------- --------- Advent Global Management Limited Partnership (1) 1,250,000 1,250,000 Digital Media & Communications II Limited Partnership 269,990 269,990 Global Private Equity II Limited Partnership 1,189,673 69,107 1,258,780 Global Private Equity II-Europe Limited Partnership 125,000 125,000 Global Private Equity II-PGGM Limited Partnership 312,500 312,500 Oakstone Ventures Limited Partnership 192,880 192,880 Advent Crown Fund II C.V. 192,880 192,880 Adwest Limited Partnership 50,000 50,000 Advent International Limited Partnership (2) 3,582,923 69,107 3,652,030 --------- ------ --------- Advent Partners Limited Partnership 164,893 3,381 168,274 Advent International Investors II Limited Partnership 1,149 58 1,207 Advent International Corporation (3) 3,748,965 72,546 3,821,511 ========= ====== =========
17 CUSIP NO. 00754U-10-0 Schedule 13G/A Page 17 of 19 (1) Advent Global Management Limited Partnership is the general partner of Advent Global GECC Limited Partnership. As such, Advent Global Management Limited Partnership has the power to vote and dispose of the securities owned by Advent Global GECC Limited Partnership. The beneficial ownership of Advent Global Management Limited Partnership drives from such power. (2) Advent International Limited Partnership is the general partner of Global Private Equity II-Europe Limited Partnership, Digital Media & Communications II Limited Partnership, Oakstone Ventures Limited Partnership, Advent Crown Fund II C.V., Adwest Limited Partnership, Global Private Equity II-PGGM Limited Partnership, Global Private Equity II Limited Partnership, and Advent Global Management Limited Partnership, which in turn is the general partner of Advent Global GECC Limited Partnership. As such, Advent International Limited Partnership has the power to vote and dispose of the securities of owned by the aforementioned entities. The beneficial ownership of Advent International Limited Partnership derives from such power. (3) Advent International Corporation is the general partner of Advent Partners Limited Partnership, Advent International Investors II Limited Partnership, and Advent International Limited Partnership, which in turn is the general partner of Global Private Equity II-Europe Limited Partnership, Digital Media & Communications II Limited Partnership, Oakstone Ventures Limited Partnership, Advent Crown Fund II C.V., Adwest Limited Partnership, Global Private Equity II-PGGM Limited Partnership, Global Private Equity II Limited Partnership, and Advent Global Management Limited Partnership, which in turn is the general partner of Advent Global GECC Limited Partnership. As such, Advent International Corporation has the power to vote and dispose of the securities of owned by the aforementioned entities. The beneficial ownership of Advent International Corporation derives from such power. (c) Each of the Reporting Persons listed in the table set forth above has sole voting and dispositive power over the Common Stock beneficially owned by it as indicated above. Item 5. Ownership of Five Percent or Less of a Class. Not Applicable Item 6. Ownership of More than Five Percent on Behalf of Another Person. Not Applicable. Item 7. Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on by the Parent Holding Company. Not Applicable. 18 CUSIP NO. 00754U-10-0 Schedule 13G/A Page 18 of 19 Item 8. Identification and Classification of Members of the Group. The information for this item is contained on the individual cover pages to this filing, and is incorporated herein by reference. Item 9. Notice of Dissolution of Group. Not Applicable. Item 10. Certification. By signing below we certify that, to the best of our knowledge and belief, the securities referred to above were acquired in the ordinary course of business and were not acquired for the purpose of and do not have the effect of changing or influencing the control of the issuer of the securities and were not acquired and are not held in connection with or as a participant in any transaction having that purpose or effect. 19 CUSIP NO. 00754U-10-0 Schedule 13G/A Page 19 of 19 SIGNATURE After reasonable inquiry and to the best of our knowledge and belief, we certify that the information set forth in this statement is true, complete and correct. February 14, 2000 GLOBAL PRIVATE EQUITY II LIMITED PARTNERSHIP GLOBAL PRIVATE EQUITY II - EUROPE LIMITED PARTNERSHIP GLOBAL PRIVATE EQUITY II - PGGM LIMITED PARTNERSHIP DIGITAL MEDIA & COMMUNICATIONS II LIMITED PARTNERSHIP OAKSTONE VENTURES LIMITED PARTNERSHP ADVENT CROWN FUND II C.V. ADWEST LIMITED PARTNERSHIP By: Advent International Limited Partnership, General Partner By: Advent International Corporation, General Partner By: Janet L. Hennessy, Vice President* ADVENT GLOBAL GECC LIMITED PARTNERSHIP By: Advent Global Management Limited Partnership, General Partner By: Advent International Limited Partnership, General Partner By: Advent International Corporation, General Partner By: Janet L. Hennessy, Vice President* ADVENT PARTNERS LIMITED PARTNERSHIP ADVENT INTERNATIONAL INVESTORS II LIMITED PARTNERSHIP By: Advent International Corporation, General Partner By: Janet L. Hennessy, Vice President* ADVENT INTERNATIONAL LIMITED PARTNERSHIP By: Advent International Corporation, General Partner By: Janet L. Hennessy, Vice President* ADVENT INTERNATIONAL CORPORATION By: Janet L. Hennessy, Vice President* *For all of the above: /s/Janet L. Hennessy Janet L. Hennessy, Vice President -----END PRIVACY-ENHANCED MESSAGE-----