-----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, NZC0j5lYjtQkINtHmX8dY+qvAEk88U5FcOaxhVNrgcmjmJPAZ6TSCxFFS/Gy9zrE ut74bEmxKAab/pHMWWDX+g== 0001047469-02-003614.txt : 20021119 0001047469-02-003614.hdr.sgml : 20021119 20021119164302 ACCESSION NUMBER: 0001047469-02-003614 CONFORMED SUBMISSION TYPE: SC 13D/A PUBLIC DOCUMENT COUNT: 2 FILED AS OF DATE: 20021119 GROUP MEMBERS: GOLDER, THOMA, CRESSEY, RAUNER FUND IV, L.P. GROUP MEMBERS: GTCR IV, L.P. SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: GLOBAL IMAGING SYSTEMS INC CENTRAL INDEX KEY: 0001050167 STANDARD INDUSTRIAL CLASSIFICATION: WHOLESALE-PROFESSIONAL & COMMERCIAL EQUIPMENT & SUPPLIES [5040] IRS NUMBER: 593247752 STATE OF INCORPORATION: DE FISCAL YEAR END: 0331 FILING VALUES: FORM TYPE: SC 13D/A SEC ACT: 1934 Act SEC FILE NUMBER: 005-54985 FILM NUMBER: 02833400 BUSINESS ADDRESS: STREET 1: 3820 NORTHDALE BLVD SUITE 200A CITY: TAMPA STATE: FL ZIP: 33624 BUSINESS PHONE: 8139605508 MAIL ADDRESS: STREET 1: 3820 NORTHDALE BLVD SUITE 200A CITY: TAMPA STATE: FL ZIP: 33624 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: GOLDER THOMA CRESSEY RAUNER INC CENTRAL INDEX KEY: 0001024690 STANDARD INDUSTRIAL CLASSIFICATION: UNKNOWN SIC - 0000 [0000] STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D/A BUSINESS ADDRESS: STREET 1: 6100 SEARS TOWER CITY: CHICAGO STATE: IL ZIP: 60606 BUSINESS PHONE: 3123822200 MAIL ADDRESS: STREET 1: 6100 SEARS TOWER CITY: CHICAGO STATE: IL ZIP: 60606 SC 13D/A 1 a2094079zsc13da.txt SC 13D/A ---------------------------- UNITED STATES OMB APPROVAL ---------------------------- SECURITIES AND EXCHANGE COMMISSION OMB Number: 3235-0145 ---------------------------- WASHINGTON, D.C. 20549 Expires: October 31, 2002 ---------------------------- Estimated average burden SCHEDULE 13D hours per response. . . 14.9 ---------------------------- UNDER THE SECURITIES EXCHANGE ACT OF 1934 (AMENDMENT NO. 3)* Global Imaging Systems, Inc. - ------------------------------------------------------------------------------- (Name of Issuer) Common Stock, par value $.01 per share - ------------------------------------------------------------------------------- (Title of Class of Securities) 37934A 10 0 - ------------------------------------------------------------------------------- (CUSIP Number) Carl D. Thoma Golder, Thoma, Cressey, Rauner, Inc. 6100 Sears Tower Chicago, IL 60606 - ------------------------------------------------------------------------------- (Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications) October 29, 2002 and November 15, 2002 - ------------------------------------------------------------------------------- (Date of Event which Requires filing of this Statement) 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 Sections 240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box. [ ] NOTE: Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. See Sections 240.13d-7 for other parties to whom copies are to be sent. *The remainder of this cover page shall be filled out for a reporting person's initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter the disclosures provided in a prior cover page. The information required in the remainder of this cover page shall not be deemed to be "filed" for the purpose of Section 18 of the Securities Exchange Act of 1934 ("Act") or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes). CUSIP No. 37934A 10 0 Page 2 of 10 - ------------------------------------------------------------------------------- 1. Names of Reporting Persons. I.R.S. Identification Nos. of above persons (entities only). Golder, Thoma, Cressey, Rauner Fund IV, L.P. - ------------------------------------------------------------------------------- 2. Check the Appropriate Box if a Member of a Group (See Instructions) (a) (b) - ------------------------------------------------------------------------------- 3. SEC Use Only - ------------------------------------------------------------------------------- 4. Source of Funds (See Instructions) 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 Delaware - ------------------------------------------------------------------------------- Number of 7. Sole Voting Power 2,120,423 Shares -------------------------------------------------------------- Beneficially 8. Shared Voting Power 0 Owned by -------------------------------------------------------------- Each 9. Sole Dispositive Power 2,120,423 Reporting -------------------------------------------------------------- Person 10. Shared Dispositive Power 0 With - ------------------------------------------------------------------------------- 11. Aggregate Amount Beneficially Owned by Each Reporting Person 2,120,423 - ------------------------------------------------------------------------------- 12. Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions) - ------------------------------------------------------------------------------- 13. Percent of Class Represented by Row (11) 10.0% - ------------------------------------------------------------------------------- 14. Type of Reporting Person (See Instructions) PN - ------------------------------------------------------------------------------- CUSIP No. 37934A 10 0 Page 3 of 10 - ------------------------------------------------------------------------------- 1. Names of Reporting Persons. I.R.S. Identification Nos. of above persons (entities only). GTCR IV, L.P. - ------------------------------------------------------------------------------- 2. Check the Appropriate Box if a Member of a Group (See Instructions) (a) (b) - ------------------------------------------------------------------------------- 3. SEC Use Only - ------------------------------------------------------------------------------- 4. Source of Funds (See Instructions) 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 Delaware - ------------------------------------------------------------------------------- Number of 7. Sole Voting Power 2,120,423 Shares -------------------------------------------------------------- Beneficially 8. Shared Voting Power 0 Owned by -------------------------------------------------------------- Each 9. Sole Dispositive Power 2,120,423 Reporting -------------------------------------------------------------- Person 10. Shared Dispositive Power 0 With - ------------------------------------------------------------------------------- 11. Aggregate Amount Beneficially Owned by Each Reporting Person 2,120,423 - ------------------------------------------------------------------------------- 12. Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions) - ------------------------------------------------------------------------------- 13. Percent of Class Represented by Row (11) 10.0% - ------------------------------------------------------------------------------- 14. Type of Reporting Person (See Instructions) PN - ------------------------------------------------------------------------------- CUSIP No. 37934A 10 0 Page 4 of 10 - ------------------------------------------------------------------------------- 1. Names of Reporting Persons. I.R.S. Identification Nos. of above persons (entities only). Golder, Thoma, Cressey, Rauner, Inc. - ------------------------------------------------------------------------------- 2. Check the Appropriate Box if a Member of a Group (See Instructions) (a) (b) - ------------------------------------------------------------------------------- 3. SEC Use Only - ------------------------------------------------------------------------------- 4. Source of Funds (See Instructions) 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 Delaware - ------------------------------------------------------------------------------- Number of 7. Sole Voting Power 2,120,423 Shares -------------------------------------------------------------- Beneficially 8. Shared Voting Power 0 Owned by -------------------------------------------------------------- Each 9. Sole Dispositive Power 2,120,423 Reporting -------------------------------------------------------------- Person 10. Shared Dispositive Power 0 With - ------------------------------------------------------------------------------- 11. Aggregate Amount Beneficially Owned by Each Reporting Person 2,120,423 - ------------------------------------------------------------------------------- 12. Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions) - ------------------------------------------------------------------------------- 13. Percent of Class Represented by Row (11) 10.0% - ------------------------------------------------------------------------------- 14. Type of Reporting Person (See Instructions) CO - ------------------------------------------------------------------------------- CUSIP No. 37934A 10 0 Page 5 of 10 This Amendment No. 3 amends and supplements the Statement on Schedule 13D (the "Schedule 13D") filed on December 31, 1998, amended by Amendment No. 1 on April 15, 2002 and further amended by Amendment No. 2 on September 6, 2002, by (i) Golder, Thoma, Cressey, Rauner Fund IV, L.P., a Delaware limited partnership (the "Fund"), by virtue of its direct beneficial ownership of Common Stock; (ii) GTCR IV, L.P., a Delaware limited partnership ("GTCR IV"), by virtue of its being the general partner of the Fund; and (iii) Golder, Thoma, Cressey, Rauner, Inc. ("GTCR, Inc."), by virtue of its being the general partner of GTCR IV. Capitalized terms used but not defined in this Amendment No. 3 have the meanings given to such terms in the Schedule 13D. ITEM 2 IDENTITY AND BACKGROUND Schedule A referred to in Item 2 and incorporated therein by reference is amended and restated in its entirety by Schedule A attached hereto. ITEM 4 PURPOSE OF TRANSACTION Item 4 is amended and restated in its entirety as follows: The Fund holds shares of Common Stock for investment purposes. Depending on market conditions and other factors (including evaluation of the Issuer's businesses and prospects, availability of funds, alternative uses of funds and general economic conditions), the Fund may from time to time acquire additional securities of the Issuer or dispose of all or a portion of its investment in the Issuer. The Fund is party to an Agreement of Limited Partnership among its general partner and limited partners (the "Partnership Agreement") that permits the Fund to distribute the securities of the Issuer held by the Fund to its general partner and limited partners on a pro rata basis. The Fund may from time to time make such distributions. The Issuer, the Fund, and certain of the Issuer's stockholders have entered into a registration agreement, dated as of June 9, 1994, as amended (the "Registration Agreement") pursuant to which the stockholders have the right in certain circumstances to require the Issuer to register their shares of Common Stock for resale under the Securities Act. Except in limited circumstances, the Issuer is obligated to pay all expenses in connection with such registration. A copy of the Registration Agreement has been filed by the Issuer and is incorporated herein by reference. Except as described in this statement, none of the Reporting Persons or, to the best knowledge of such persons, the persons named in Schedule A to this statement, presently has any plans or proposals which relate to or would result in any of the transactions described in paragraphs (a) through (j) of Item 4 of Schedule 13D. Pursuant to the closing of transactions contemplated by that certain Underwriting Agreement (the "Underwriting Agreement") dated February 25, 2002, among the Issuer, Raymond James & Associates, Inc., UBS Warburg LLC, Robert W. Baird & Co. Incorporated, the additional underwriters named therein (the "Underwriters"), and certain stockholders of the Issuer, the Reporting Persons sold 1,882,419 shares of Common Stock on March 1, 2002 and an additional 336,683 shares of Common Stock on March 19, 2002 pursuant to the Underwriters' exercise of an overallotment option granted to them in the Underwriting Agreement (collectively, the "Shares"). The Underwriters purchased the Shares from the Reporting Persons at a purchase price of $14.725 per share that resulted in total proceeds to the Reporting Persons of $32,676,276. On September 4, 2002, pursuant to the Partnership Agreement, the Fund distributed 1,000,000 shares of its Common Stock to its limited partners and its general partner, GTCR IV. The CUSIP No. 37934A 10 0 Page 6 of 10 shares of Common Stock distributed to GTCR IV were in turn distributed to its general partner, GTCR, Inc., and its limited partners. The shares of Common Stock distributed to GTCR, Inc. were in turn distributed to its stockholders. On each of October 29, 2002 and November 15, 2002, pursuant to the Partnership Agreement, the Fund distributed 1,000,000 shares of its Common Stock to its limited partners and its general partner, GTCR IV. The shares of Common Stock distributed to GTCR IV were in turn distributed to its general partner, GTCR, Inc., and its limited partners. The shares of Common Stock distributed to GTCR, Inc. were in turn distributed to its stockholders. ITEM 5 INTEREST IN SECURITIES OF THE ISSUER Item 5 is amended and restated in its entirety as follows: (a) The Fund is the direct beneficial owner of 2,120,423 shares of Common Stock, or approximately 10.0% of the Common Stock as of the date of this statement (assuming there are 21,195,197 shares of Common Stock outstanding). By virtue of the relationship between the Fund and GTCR IV described in Item 2, GTCR IV may be deemed to possess indirect beneficial ownership of the shares of Common Stock beneficially owned by the Fund, and, by virtue of the relationship between the Fund, GTCR IV and GTCR Inc. described in Item 2, GTCR Inc. may be deemed to possess indirect beneficial ownership of the Common Stock owned by the Fund. The filing of this statement by GTCR IV and GTCR Inc. shall not be construed as an admission that either GTCR IV or GTCR Inc. is, for the purposes of Section 13(d) or 13(g) of the Act, the beneficial owner of any securities covered by this statement. (b) The Fund has the sole power to vote or direct the vote and the sole power to dispose of or direct the disposition of 2,120,423 shares of Common Stock, or approximately 10.0% of the Common Stock as of the date of this statement. By virtue of the relationship between the Fund and GTCR IV described in Item 2, GTCR IV may be deemed to indirectly share the power to vote or direct the vote and indirectly share the power to dispose of or direct the disposition of the shares of Common Stock beneficially owned by the Fund. By virtue of the relationship between the Fund, GTCR IV and GTCR Inc. described in Item 2, GTCR Inc. may be deemed to indirectly share the power to vote or direct the vote and indirectly share the power to dispose of or direct the disposition of the shares of Common Stock beneficially owned by the Fund. The filing of this statement by GTCR IV and GTCR Inc. shall not be construed as an admission that ether GTCR IV or GTCR Inc. is, for the purposes of Section 13(d) or 13(g) of the Act, the beneficial owner of any securities covered by this statement. (c) The Reporting Persons have effected the following transactions in the Common Stock: On September 18, 2002, the Fund sold 22,000 shares of Common Stock in open market brokers' transactions at prices ranging from $18.40 per share to $18.68 per share. On September 19, 2002, the Fund sold 43,000 shares of Common Stock in open market brokers' transactions at prices ranging from $17.53 per share to $18.04 per share. Except as described herein and on Schedule A, the Reporting Persons and, to the best of the knowledge of such persons, the persons named in Schedule A have not effected any transactions in the Common Stock since August 30, 2002. CUSIP No. 37934A 10 0 Page 7 of 10 (d) No person other than the Reporting Persons has the right to receive or the power to direct the receipt of dividends from, or the proceeds from the sale of, the Common Stock reported as being beneficially owned by such Reporting Persons. (e) Not applicable. ITEM 7 MATERIAL TO BE FILED AS EXHIBITS Exhibit 1 Joint Filing Agreement among the Reporting Persons dated as of November 19, 2002. SIGNATURE After reasonable inquiry and to the best of our knowledge and belief, the undersigned certify that the information set forth in this statement is true, complete and correct. Dated: November 19, 2002 GOLDER, THOMA, CRESSEY, RAUNER FUND IV, L.P. By: GTCR IV, L.P., its General Partner By: GOLDER, THOMA, CRESSEY, RAUNER, INC., its General Partner By: /s/ Carl D. Thoma ------------------------------------- Name: Carl D. Thoma Title: Principal GTCR IV, L.P. By: GOLDER, THOMA, CRESSEY, RAUNER, INC., its General Partner By: /s/ Carl D. Thoma ------------------------------------- Name: Carl D. Thoma Title: Principal GOLDER, THOMA, CRESSEY, RAUNER, INC. By: /s/ Carl D. Thoma ------------------------------------- Name: Carl D. Thoma Title: Principal CUSIP No. 37934A 10 0 Page 8 of 10 SCHEDULE A The following table sets forth the names, addresses and principal occupations of the executive officers, directors and principal stockholders of GTCR Inc. The table also sets for each of the following persons transactions in common stock beneficially owned since August 30, 2002 and shares beneficially owned as of November 15, 2002. Each such person is a citizen of the United States. The directors and principal stockholders of GTCR Inc. are indicated by an asterisk.
- ----------------------------------------------------------------------------------------------------------------------------------- TRANSACTIONS IN COMMON STOCK SHARES PRINCIPAL BENEFICIALLY OWNED DURING PAST BENEFICIALLY NAME BUSINESS ADDRESS OCCUPATION 60 DAYS OWNED - ----------------------------------------------------------------------------------------------------------------------------------- Phillip A. Canfield 233 South Wacker Drive, Principal of GTCR Sold the following shares in open market 1,000 Suite 6100; Chicago, Golder, Rauner, LLC brokers' transactions: IL 60606 Sept. 4, 2002: 79 shares at $18.54/share Sept. 5, 2002: 131 shares at $18.20/share Sept. 10, 2002: 523 shares at $17.00/share Sept. 11, 2002: 690 shares at $17.50/share Nov. 15, 2002: 1,650 shares at $20.27/share - ----------------------------------------------------------------------------------------------------------------------------------- *Bryan C. Cressey 233 South Wacker Drive, Principal of Thoma Sold the following shares in open market 50,350 Suite 9200; Chicago, Cressey Equity broker's transactions: IL 60606 Partners Sept. 9, 2002: 1,000 shares at $18.54/share Sept. 10, 2002: 1,700 shares at $18.20/share Sept. 12, 2002: 4,906 shares at $17.56/share Sept. 16, 2002: 2,500 shares at $17.50/share Sept. 17, 2002: 17,500 shares at $17.50/share Nov. 1, 2002: 9,412 shares at 19.35/share Nov. 15, 2002: 20,000 shares at prices ranging from $20.48/share to $20.56/share. - ----------------------------------------------------------------------------------------------------------------------------------- David A. Donnini 233 South Wacker Drive, Principal of GTCR Nov. 15, 2002: 7,672 shares at $20.27/share 10,337 Suite 6100; Chicago, Golder, Rauner, LLC IL 60606 - ----------------------------------------------------------------------------------------------------------------------------------- Joseph P. Nolan 233 South Wacker Drive, Principal of GTCR Sold the following shares in open market 0 Suite 6100; Chicago, Golder, Rauner, LLC brokers' transactions: IL 60606 Sept. 4, 2002: 124 shares at $18.54/share Sept. 5, 2002: 206 shares at $18.20/share Sept. 10, 2002: 826 shares at $17.00/share Sept. 11, 2002: 1,088 shares at $17.50/share Nov. 15, 2002: 4,177 shares at $20.27/share - ----------------------------------------------------------------------------------------------------------------------------------- *Bruce V. Rauner 233 South Wacker Drive, Principal of GTCR Donated 21,266 and 36,877 shares to the 0 Suite 6100; Chicago, Golder, Rauner, LLC Rauner Family Foundation on each of IL 60606 Sept. 4, 2002 and Nov. 15, 2002, respectively, which then sold those shares in the following open market brokers' transactions: Sept. 4, 2002: 1,173 shares at $18.54/share Sept. 5, 2002: 1,957 shares at $18.20/share Sept. 10, 2002: 7,825 shares at $17.00/share Sept. 11, 2002: 10,311 shares at $17.50/share Nov. 15, 2002: 36,877 shares at $20.27/share - ----------------------------------------------------------------------------------------------------------------------------------- *Carl D. Thoma 233 South Wacker Drive, Managing Partner of Sold the following shares in open market 24,399 Suite 9200; Chicago, Thoma Cressey Equity brokers' transactions: IL 60606 Partners Sept. 19, 2002: 10,000 shares at prices ranging from at $17.75/share to $18.10/share Nov. 6, 2002: 22,228 shares at $19.00/share Nov. 14, 2002: 22,228 shares at $20.87/share Nov. 15, 2002: 51,440 shares at prices ranging from $20.27/share to $20.56/share. - -----------------------------------------------------------------------------------------------------------------------------------
* The principal business of Thoma Cressey Equity Partners and of GTCR Golder, Rauner, LLC is to make investments in common and preferred stock and other interests in business organizations, domestic or foreign, with the principal objective of appreciation of capital invested. CUSIP No. 37934A 10 0 Page 9 of 10 EXHIBIT INDEX
Exhibit Description - ------- ----------- 1 Joint Filing Agreement among the Reporting Persons dated as of November 19, 2002.
EX-99.1 3 a2094079zex-99_1.txt EX-99.1 Page 10 of 10 Exhibit 99.1 JOINT FILING AGREEMENT The undersigned hereby agree as follows: (i) Each of them agrees that the Amendment No. 3 to Schedule 13D to which this Agreement is attached as an exhibit is filed on behalf of each of them. (ii) Each of them is responsible for the timely filing of such Amendment No. 3 to Schedule 13D and any further amendments thereto, and for the completeness and accuracy of the information concerning such person contained therein; but none of them is responsible for the completeness or accuracy of the information concerning the other persons making the filing, unless such person knows or has reason to believe that such information is inaccurate. Dated: November 19, 2002 GOLDER, THOMA, CRESSEY, RAUNER FUND IV, L.P. By: GTCR IV, L.P., its General Partner By: GOLDER, THOMA, CRESSEY, RAUNER, INC., its General Partner By: /s/ Carl D. Thoma ------------------------------------- Name: Carl D. Thoma Title: Principal GTCR IV, L.P. By: GOLDER, THOMA, CRESSEY, RAUNER, INC., its General Partner By: /s/ Carl D. Thoma ------------------------------------- Name: Carl D. Thoma Title: Principal GOLDER, THOMA, CRESSEY, RAUNER, INC. By: /s/ Carl D. Thoma ------------------------------------- Name: Carl D. Thoma Title: Principal -----END PRIVACY-ENHANCED MESSAGE-----