-----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, VHIhxzI1a/DOFoycC88xtIiyckb6tV165ZFhZQDgIyWQF1YZ6Ao+Bp1fv02/em4X 5vL2kWwbY/V6xfEVEQ7N/g== 0001104659-03-001687.txt : 20030212 0001104659-03-001687.hdr.sgml : 20030212 20030212123334 ACCESSION NUMBER: 0001104659-03-001687 CONFORMED SUBMISSION TYPE: SC 13G PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 20030212 GROUP MEMBERS: BERNARD V. BUONANNO III GROUP MEMBERS: CHISHOLM MANAGEMENT IV, L.P. GROUP MEMBERS: CHISHOLM PARTNERS IV, L.P. GROUP MEMBERS: FLEET EQUITY PARNERS VI, L.P. GROUP MEMBERS: FLEET VENTURE RESOURCES, INC. GROUP MEMBERS: GREGORY M. BARR GROUP MEMBERS: HABIB Y. GOGI GROUP MEMBERS: KENNEDY PLAZA PARTNERS II, LLC GROUP MEMBERS: KENNEDY PLAZA PARTNERS III, LLC GROUP MEMBERS: MICHAEL W. JOE GROUP MEMBERS: NAUTIC MANGEMENT V, L.P. GROUP MEMBERS: RIORDON B. SMITH GROUP MEMBERS: ROBERT M. VAN DEGNA GROUP MEMBERS: SCOTT F. HILINSKI GROUP MEMBERS: SILVERADO IV CORP. FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: NAUTIC PARTNERS V LP CENTRAL INDEX KEY: 0001218467 IRS NUMBER: 050511341 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13G MAIL ADDRESS: STREET 1: 50 KENNEDY PLZ CITY: PROVIDENCE STATE: RI ZIP: 02903 SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: MEDICAL STAFFING NETWORK HOLDINGS INC CENTRAL INDEX KEY: 0001163958 STANDARD INDUSTRIAL CLASSIFICATION: SERVICES-HELP SUPPLY SERVICES [7363] IRS NUMBER: 650865171 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13G SEC ACT: 1934 Act SEC FILE NUMBER: 005-78779 FILM NUMBER: 03553245 MAIL ADDRESS: STREET 1: 901 YAMATO ROAD STREET 2: SUITE 110 CITY: BOCA RATON STATE: FL ZIP: 33431 SC 13G 1 j7241_sc13g.htm SC 13G

SEC 1745
(02-02)


Potential persons who are to respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB control number.

 

 

UNITED STATES

OMB APPROVAL

 

SECURITIES AND EXCHANGE COMMISSION

OMB Number:
3235-0145

 

Washington, D.C. 20549

Expires: December 31, 2005

 

SCHEDULE 13G

Estimated average burden hours per response. . 11

 

Under the Securities Exchange Act of 1934
(Amendment No.    )*

 

Medical Staffing Network Holdings, Inc.

(Name of Issuer)

 

Common Stock

(Title of Class of Securities)

 

58463F104

(CUSIP Number)

 

December 31, 2002

(Date of Event Which Requires Filing of this Statement)

 

Check the appropriate box to designate the rule pursuant to which this Schedule is filed:

[     ]

Rule 13d-1(b)

[     ]

Rule 13d-1(c)

[ X ]

Rule 13d-1(d)

 

*The 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.  58463F104

 

 

1.

Names of Reporting Persons. I.R.S. Identification Nos. of above persons (entities only)
Fleet Venture Resources, Inc.
TIN#:  05-0315508

 

 

2.

Check the Appropriate Box if a Member of a Group (See Instructions)

 

 

(a)

[ X ]

 

 

(b)

[     ]

 

 

3.

SEC Use Only

 

 

4.

Citizenship or Place of Organization
Rhode Island

 

 

 

Number of
Shares
Beneficially
Owned by
Each
Reporting
Person With

5.

Sole Voting Power
None.

 

6.

Shared Voting Power
317,312

 

7.

Sole Dispositive Power
None

 

8.

Shared Dispositive Power
3,022,016

 

 

9.

Aggregate Amount Beneficially Owned by Each Reporting Person
3,022,016

 

 

10.

Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions)  [     ]

 

 

11.

Percent of Class Represented by Amount in Row (9)
10.0%

 

 

12.

Type of Reporting Person (See Instructions)
CO

 

 

2



 

 

1.

Names of Reporting Persons. I.R.S. Identification Nos. of above persons (entities only)
Fleet Equity Partners VI, L.P.
TIN#:  05-0481063

 

 

2.

Check the Appropriate Box if a Member of a Group (See Instructions)

 

 

(a)

[ X ]

 

 

(b)

[     ]

 

 

3.

SEC Use Only

 

 

4.

Citizenship or Place of Organization
Delaware

 

 

 

Number of
Shares
Beneficially
Owned by
Each
Reporting
Person With

5.

Sole Voting Power
None.

 

6.

Shared Voting Power
135,989

 

7.

Sole Dispositive Power
None

 

8.

Shared Dispositive Power
3,022,016

 

 

9.

Aggregate Amount Beneficially Owned by Each Reporting Person
3,022,016

 

 

10.

Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions)  [     ]

 

 

11.

Percent of Class Represented by Amount in Row (9)
10.0%

 

 

12.

Type of Reporting Person (See Instructions)
PN

 

 

3



 

 

1.

Names of Reporting Persons. I.R.S. Identification Nos. of above persons (entities only)
Silverado IV Corp.
TIN#:  05-0481110

 

 

2.

Check the Appropriate Box if a Member of a Group (See Instructions)

 

 

(a)

[ X ]

 

 

(b)

[     ]

 

 

3.

SEC Use Only

 

 

4.

Citizenship or Place of Organization
Delaware

 

 

 

Number of
Shares
Beneficially
Owned by
Each
Reporting
Person With

5.

Sole Voting Power
None.

 

6.

Shared Voting Power
135,989

 

7.

Sole Dispositive Power
None

 

8.

Shared Dispositive Power
3,022,016

 

 

9.

Aggregate Amount Beneficially Owned by Each Reporting Person
3,022,016

 

 

10.

Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions)  [     ]

 

 

11.

Percent of Class Represented by Amount in Row (9)
10.0%

 

 

12.

Type of Reporting Person (See Instructions)
CO

 

 

4



 

 

 

1.

Names of Reporting Persons. I.R.S. Identification Nos. of above persons (entities only)
Chisholm Partners IV, L.P.
TIN#:  05-0504776

 

 

2.

Check the Appropriate Box if a Member of a Group (See Instructions)

 

 

(a)

[ X ]

 

 

(b)

[     ]

 

 

3.

SEC Use Only

 

 

4.

Citizenship or Place of Organization
Delaware

 

 

 

Number of
Shares
Beneficially
Owned by
Each
Reporting
Person With

5.

Sole Voting Power
None.

 

6.

Shared Voting Power
537,414

 

7.

Sole Dispositive Power
None

 

8.

Shared Dispositive Power
3,022,016

 

 

9.

Aggregate Amount Beneficially Owned by Each Reporting Person
3,022,016

 

 

10.

Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions)  [     ]

 

 

11.

Percent of Class Represented by Amount in Row (9)
10.0%

 

 

12.

Type of Reporting Person (See Instructions)
PN

 

 

5



 

 

 

 

1.

Names of Reporting Persons. I.R.S. Identification Nos. of above persons (entities only)
Chisholm Management IV, L.P.
TIN#:  05-0504777

 

 

2.

Check the Appropriate Box if a Member of a Group (See Instructions)

 

 

(a)

[ X ]

 

 

(b)

[     ]

 

 

3.

SEC Use Only

 

 

4.

Citizenship or Place of Organization
Delaware

 

 

 

Number of
Shares
Beneficially
Owned by
Each
Reporting
Person With

5.

Sole Voting Power
None.

 

6.

Shared Voting Power
554,038

 

7.

Sole Dispositive Power
None

 

8.

Shared Dispositive Power
3,022,016

 

 

9.

Aggregate Amount Beneficially Owned by Each Reporting Person
3,022,016

 

 

10.

Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions)  [     ]

 

 

11.

Percent of Class Represented by Amount in Row (9)
10.0%

 

 

12.

Type of Reporting Person (See Instructions)
PN

 

 

6



 

 

1.

Names of Reporting Persons. I.R.S. Identification Nos. of above persons (entities only)
Nautic Partners V, L.P.
TIN#:  05-0511341

 

 

2.

Check the Appropriate Box if a Member of a Group (See Instructions)

 

 

(a)

[ X ]

 

 

(b)

[     ]

 

 

3.

SEC Use Only

 

 

4.

Citizenship or Place of Organization
Delaware

 

 

 

Number of
Shares
Beneficially
Owned by
Each
Reporting
Person With

5.

Sole Voting Power
None.

 

6.

Shared Voting Power
2,012,663

 

7.

Sole Dispositive Power
None

 

8.

Shared Dispositive Power
3,022,016

 

 

9.

Aggregate Amount Beneficially Owned by Each Reporting Person
3,022,016

 

 

10.

Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions)  [     ]

 

 

11.

Percent of Class Represented by Amount in Row (9)
10.0%

 

 

12.

Type of Reporting Person (See Instructions)
PN

 

 

7



 

 

 

1.

Names of Reporting Persons. I.R.S. Identification Nos. of above persons (entities only)
Nautic Management V, L.P.
TIN#:  05-0511342

 

 

2.

Check the Appropriate Box if a Member of a Group (See Instructions)

 

 

(a)

[ X ]

 

 

(b)

[     ]

 

 

3.

SEC Use Only

 

 

4.

Citizenship or Place of Organization
Delaware

 

 

 

Number of
Shares
Beneficially
Owned by
Each
Reporting
Person With

5.

Sole Voting Power
None.

 

6.

Shared Voting Power
2,014,677

 

7.

Sole Dispositive Power
None

 

8.

Shared Dispositive Power
3,022,016

 

 

9.

Aggregate Amount Beneficially Owned by Each Reporting Person
3,022,016

 

 

10.

Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions)  [     ]

 

 

11.

Percent of Class Represented by Amount in Row (9)
10.0%

 

 

12.

Type of Reporting Person (See Instructions)
PN

 

 

8



 

 

1.

Names of Reporting Persons. I.R.S. Identification Nos. of above persons (entities only)
Kennedy Plaza Partners II, LLC
TIN#:  05-0504774

 

 

2.

Check the Appropriate Box if a Member of a Group (See Instructions)

 

 

(a)

[ X ]

 

 

(b)

[     ]

 

 

3.

SEC Use Only

 

 

4.

Citizenship or Place of Organization
Delaware

 

 

 

Number of
Shares
Beneficially
Owned by
Each
Reporting
Person With

5.

Sole Voting Power
None.

 

6.

Shared Voting Power
16,624

 

7.

Sole Dispositive Power
None

 

8.

Shared Dispositive Power
3,022,016

 

 

9.

Aggregate Amount Beneficially Owned by Each Reporting Person
3,022,016

 

 

10.

Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions)  [     ]

 

 

11.

Percent of Class Represented by Amount in Row (9)
10.0%

 

 

12.

Type of Reporting Person (See Instructions)
CO

 

 

9



 

 

1.

Names of Reporting Persons. I.R.S. Identification Nos. of above persons (entities only)
Kennedy Plaza Partners III, LLC
TIN#:  05-0511339

 

 

2.

Check the Appropriate Box if a Member of a Group (See Instructions)

 

 

(a)

[ X ]

 

 

(b)

[     ]

 

 

3.

SEC Use Only

 

 

4.

Citizenship or Place of Organization
Delaware

 

 

 

Number of
Shares
Beneficially
Owned by
Each
Reporting
Person With

5.

Sole Voting Power
None.

 

6.

Shared Voting Power
2,014

 

7.

Sole Dispositive Power
None

 

8.

Shared Dispositive Power
3,022,016

 

 

9.

Aggregate Amount Beneficially Owned by Each Reporting Person
3,022,016

 

 

10.

Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions)  [     ]

 

 

11.

Percent of Class Represented by Amount in Row (9)
10.0%

 

 

12.

Type of Reporting Person (See Instructions)
CO

 

 

10



 

 

1.

Names of Reporting Persons. I.R.S. Identification Nos. of above persons (entities only)
Robert M. Van Degna

 

 

2.

Check the Appropriate Box if a Member of a Group (See Instructions)

 

 

(a)

[ X ]

 

 

(b)

[     ]

 

 

3.

SEC Use Only

 

 

4.

Citizenship or Place of Organization
United States

 

 

 

Number of
Shares
Beneficially
Owned by
Each
Reporting
Person With

5.

Sole Voting Power
None.

 

6.

Shared Voting Power
3,022,016

 

7.

Sole Dispositive Power
None

 

8.

Shared Dispositive Power
3,022,016

 

 

9.

Aggregate Amount Beneficially Owned by Each Reporting Person
3,022,016

 

 

10.

Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions)  [     ]

 

 

11.

Percent of Class Represented by Amount in Row (9)
10.0%

 

 

12.

Type of Reporting Person (See Instructions)
IN

 

 

11



 

 

1.

Names of Reporting Persons. I.R.S. Identification Nos. of above persons (entities only)
Habib Y. Gorgi

 

 

2.

Check the Appropriate Box if a Member of a Group (See Instructions)

 

 

(a)

[ X ]

 

 

(b)

[     ]

 

 

3.

SEC Use Only

 

 

4.

Citizenship or Place of Organization
United States

 

 

 

Number of
Shares
Beneficially
Owned by
Each
Reporting
Person With

5.

Sole Voting Power
None.

 

6.

Shared Voting Power
3,022,016

 

7.

Sole Dispositive Power
None

 

8.

Shared Dispositive Power
3,022,016

 

 

9.

Aggregate Amount Beneficially Owned by Each Reporting Person
3,022,016

 

 

10.

Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions)  [     ]

 

 

11.

Percent of Class Represented by Amount in Row (9)
10.0%

 

 

12.

Type of Reporting Person (See Instructions)
IN

 

 

12



 

 

1.

Names of Reporting Persons. I.R.S. Identification Nos. of above persons (entities only)
Scott F. Hilinski

 

 

2.

Check the Appropriate Box if a Member of a Group (See Instructions)

 

 

(a)

[ X ]

 

 

(b)

[     ]

 

 

3.

SEC Use Only

 

 

4.

Citizenship or Place of Organization
United States

 

 

 

Number of
Shares
Beneficially
Owned by
Each
Reporting
Person With

5.

Sole Voting Power
None.

 

6.

Shared Voting Power
2,568,715

 

7.

Sole Dispositive Power
None

 

8.

Shared Dispositive Power
2,568,715

 

 

9.

Aggregate Amount Beneficially Owned by Each Reporting Person
3,022,016

 

 

10.

Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions)  [     ]

 

 

11.

Percent of Class Represented by Amount in Row (9)
10.0%

 

 

12.

Type of Reporting Person (See Instructions)
IN

 

 

13



 

 

 

1.

Names of Reporting Persons. I.R.S. Identification Nos. of above persons (entities only)
Riordon B. Smith

 

 

2.

Check the Appropriate Box if a Member of a Group (See Instructions)

 

 

(a)

[ X ]

 

 

(b)

[     ]

 

 

3.

SEC Use Only

 

 

4.

Citizenship or Place of Organization
United States

 

 

 

Number of
Shares
Beneficially
Owned by
Each
Reporting
Person With

5.

Sole Voting Power
None.

 

6.

Shared Voting Power
2,568,715

 

7.

Sole Dispositive Power
None

 

8.

Shared Dispositive Power
2,568,715

 

 

9.

Aggregate Amount Beneficially Owned by Each Reporting Person
3,022,016

 

 

10.

Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions)  [     ]

 

 

11.

Percent of Class Represented by Amount in Row (9)
10.0%

 

 

12.

Type of Reporting Person (See Instructions)
IN

 

 

14



 

 

 

1.

Names of Reporting Persons. I.R.S. Identification Nos. of above persons (entities only)
Bernard V. Buonanno, III

 

 

2.

Check the Appropriate Box if a Member of a Group (See Instructions)

 

 

(a)

[ X ]

 

 

(b)

[     ]

 

 

3.

SEC Use Only

 

 

4.

Citizenship or Place of Organization
United States

 

 

 

Number of
Shares
Beneficially
Owned by
Each
Reporting
Person With

5.

Sole Voting Power
None.

 

6.

Shared Voting Power
2,568,715

 

7.

Sole Dispositive Power
None

 

8.

Shared Dispositive Power
2,568,715

 

 

9.

Aggregate Amount Beneficially Owned by Each Reporting Person
3,022,016

 

 

10.

Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions)  [     ]

 

 

11.

Percent of Class Represented by Amount in Row (9)
10.0%

 

 

12.

Type of Reporting Person (See Instructions)
IN

 

 

15



 

 

1.

Names of Reporting Persons. I.R.S. Identification Nos. of above persons (entities only)
Gregory M. Barr

 

 

2.

Check the Appropriate Box if a Member of a Group (See Instructions)

 

 

(a)

[ X ]

 

 

(b)

[     ]

 

 

3.

SEC Use Only

 

 

4.

Citizenship or Place of Organization
United States

 

 

 

Number of
Shares
Beneficially
Owned by
Each
Reporting
Person With

5.

Sole Voting Power
None.

 

6.

Shared Voting Power
2,568,715

 

7.

Sole Dispositive Power
None

 

8.

Shared Dispositive Power
2,568,715

 

 

9.

Aggregate Amount Beneficially Owned by Each Reporting Person
3,022,016

 

 

10.

Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions)  [     ]

 

 

11.

Percent of Class Represented by Amount in Row (9)
10.0%

 

 

12.

Type of Reporting Person (See Instructions)
IN

 

 

16



 

 

 

1.

Names of Reporting Persons. I.R.S. Identification Nos. of above persons (entities only)
Michael W. Joe

 

 

2.

Check the Appropriate Box if a Member of a Group (See Instructions)

 

 

(a)

[ X ]

 

 

(b)

[     ]

 

 

3.

SEC Use Only

 

 

4.

Citizenship or Place of Organization
United States

 

 

 

Number of
Shares
Beneficially
Owned by
Each
Reporting
Person With

5.

Sole Voting Power
None.

 

6.

Shared Voting Power
2,568,715

 

7.

Sole Dispositive Power
None

 

8.

Shared Dispositive Power
2,568,715

 

 

9.

Aggregate Amount Beneficially Owned by Each Reporting Person
3,022,016

 

 

10.

Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions)  [     ]

 

 

11.

Percent of Class Represented by Amount in Row (9)
10.0%

 

 

12.

Type of Reporting Person (See Instructions)
IN

 

 

17



 

Item 1.

 

(a)

Name of Issuer
Medical Staffing Network Holdings, Inc.

 

(b)

Address of Issuer's Principal Executive Offices
901 Yamato Road, Suite 100
Boca Raton, FL 33431

 

Item 2.

 

(a)

Name of Person Filing
1)  Fleet Venture Resources, Inc.

2)  Fleet Equity Partners VI, L.P.

3)  Silverado IV, Corp.

4)  Chisholm Partners IV, L.P.

5)  Chisholm Management IV, L.P.

6)  Nautic Partners V, L.P.

7)  Nautic Management V, L.P.

8)  Kennedy Plaza Partners II, LLC

9)  Kennedy Plaza Partners III, LLC

10)  Robert M. Van Degna

11)  Habib Y. Gorgi

12)  Scott F. Hilinski

13)  Riordon B. Smith

14)  Bernard V. Buonanno, III

15)  Gregory M. Barr

16)  Michael W. Joe

 

 

(b)

Address of Principal Business Office or, if none, Residence
50 Kennedy Plaza

Providence, RI   02903

 

(c)

Citizenship
1) RI Corporation

2) DE Partnership

3) DE Corporation

4) DE Partnership

5) DE Partnership

6) DE Partnership

7) DE Partnership

8) DE Corporation

9) DE Corporation

10) United States citizen

11) United States citizen

12) United States citizen

13) United States citizen

14) United States citizen

15) United States citizen

16) United States citizen

 

 

(d)

Title of Class of Securities
Common Stock

 

(e)

CUSIP Number
58463F104

 

 

18



 

 

Item 3.

If this statement is filed pursuant to §§240.13d-1(b) or 240.13d-2(b) or (c), check whether the person filing is a:

 

(a)

[  ]

Broker or dealer registered under section 15 of the Act (15 U.S.C. 78o).

 

(b)

[  ]

Bank as defined in section 3(a)(6) of the Act (15 U.S.C. 78c).

 

(c)

[  ]

Insurance company as defined in section 3(a)(19) of the Act (15 U.S.C. 78c).

 

(d)

[  ]

Investment company registered under section 8 of the Investment Company Act of 1940 (15 U.S.C 80a-8).

 

(e)

[  ]

An investment adviser in accordance with §240.13d-1(b)(1)(ii)(E);

 

(f)

[  ]

An employee benefit plan or endowment fund in accordance with §240.13d-1(b)(1)(ii)(F);

 

(g)

[  ]

A parent holding company or control person in accordance with § 240.13d-1(b)(1)(ii)(G);

 

(h)

[  ]

A savings associations as defined in Section 3(b) of the Federal Deposit Insurance Act (12 U.S.C. 1813);

 

(i)

[  ]

A church plan that is excluded from the definition of an investment company under section 3(c)(14) of the Investment Company Act of 1940 (15 U.S.C. 80a-3);

 

(j)

[  ]

Group, in accordance with §240.13d-1(b)(1)(ii)(J).

Not Applicable

 

Item 4.

Ownership

Nautic Partners V, L.P. (NPV) owns of record 2,012,663 shares of Common Stock.

Fleet Venture Resources, Inc.(FVR) owns of record 317,312 shares of Common Stock.

Fleet Equity Partners VI, L.P. (FEPVI) owns of record 135,989 shares of Common Stock.

Chisholm Partners IV, L.P. (CPIV) owns of record 537,414 shares of Common Stock.

Kennedy Plaza Partners II, LLC (KPPII) owns of record 16,624 shares of Common Stock

Kennedy Plaza Partners III, LLC (KPPIII) owns of record 2,014 shares of Common Stock

 

Provide the following information regarding the aggregate number and percentage of the class of securities of the issuer identified in Item 1.

 

(a)

Amount beneficially owned:    3,022,016 shares of Common Stock

 

(b)

Percent of class:    10.0%

 

(c)

Number of shares as to which the person has:

 

 

(i)

Sole power to vote or to direct the vote    0

 

 

(ii)

Shared power to vote or to direct the vote    3,022,016

 

 

(iii)

Sole power to dispose or to direct the disposition of    0

 

 

(iv)

Shared power to dispose or to direct the disposition of     3,022,016

By virtue of an agreement dated June 30, 2000, among FleetBoston Financial Corporation ("FBF") and certain other parties thereto (the “Management Agreement”) FBF delegated voting and investment power over certain of the shares to certain persons and entities named therein who are affiliated with the shareholder entities named above.  Certain of such persons and entities were granted a power of attorney to execute such voting and investment power on their behalf.  Pursuant to the Management Agreement, Silverado IV Corp. (“SIVC”) was given sole voting and investment power over shares owned by FEPVI.  SIVC, and the persons who control SIVC, Robert M. Van Degna and Habib Y. Gorgi, may be deemed to share beneficial ownership of the shares held by FEPVI.

 

Nautic Management V, LP (“NMV”), formerly known as Navis Management V, LP, is the General Partner of NPV and Manager of KPPIII.  NMV and the persons who control NMV, Mr. Van Degna, Mr. Gorgi, Scott F. Hilinski, Riordon B. Smith, Bernard V. Buonanno, III, Gregory M. Barr, and Michael W. Joe, may be deemed to share beneficial ownership of the shares held by NPV.  NMV and the persons who control NMV, Mr. Van Degna, Mr. Gorgi, Mr. Hilinski, Mr. Smith, Mr. Buonanno, III, Mr. Barr, and Mr. Joe, may be deemed to share beneficial ownership of the shares held by KPPIII. 

 

 

Chisholm Management IV, LP (“CMIV”) is the General Partner of CPIV and Manager of KPPII.  Chisholm Management IV, LP and the persons who control Chisholm Management IV, LP, Mr. Van Degna, Mr. Gorgi, Mr. Hilinski, Mr. Smith, Mr. Buonanno, III, Mr. Barr, and Mr. Joe, may be deemed to share beneficial ownership of the shares held by CPIV.  Chisholm Management IV, LP and the persons who control Chisholm Management IV, LP, Mr. Van Degna, Mr. Gorgi, Mr. Hilinski, Mr. Smith, Mr. Buonanno, III, Mr. Barr, and Mr. Joe, may be deemed to share beneficial ownership of the shares held by KPPII.  FVR holds shares that were obtained as part of a co-investment arrangement with CPIV under the Management Agreement.  Certain persons named in the Management Agreement may be deemed to share beneficial ownership of the shares held by FVR by virtue of the Management Agreement and the power of attorney described above.

 

 

 

19



 

All shares indicated as owned by the aforementioned entities are included due to the Management Agreement or each such entity's affiliation with one or more other named shareholder entities or persons who exercise control over such entities

 

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

Fleet Growth Resources II, Inc. (“FGRII”) is a general partner of FEP VI.  FleetGrowth Resources, Inc. (“FGR”) owns all of the outstanding common stock of FGRII.  FBF owns all of the outstanding common stock of FGR.  As a result of these relationships, these entities may be deemed to have the right to receive or the power to direct the receipt of dividends from, or the proceeds from the sale of, the shares of Common Stock held by FEP VI.

 

FBF owns all of the outstanding common stock of FVR.  As a result, FBF may be deemed to have the right to receive or the power to direct the receipt of dividends from, or the proceeds from the sale of, the shares of Common Stock held by FVR.

 

Item 7.

Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on By the Parent Holding Company or Control Person

Not Applicable

 

Item 8.

Identification and Classification of Members of the Group

See Exhibit A

 

Item 9.

Notice of Dissolution of Group

Not Applicable

 

Item 10.

Certification

Not Applicable

 

 

20



EXHIBIT A

 

Identification and Classification of Members of the Group:

 

Fleet Venture Resources, Inc.

CO

Fleet Equity Partners VI, L.P.

PN

Silverado IV Corp.

CO

Chisholm Partners IV, L.P.

PN

Chisholm Management IV, L.P.

PN

Nautic Partners V, L.P.

PN

Nautic Management V, L.P.

PN

Kennedy Plaza Partners II, LLC

CO

Kennedy Plaza Partners III, LLC

CO

Robert M. Van Degna

IN

Habib Y. Gorgi

IN

Scott F. Hilinski

IN

Riordon B. Smith

IN

Bernard V. Buonanno, III

IN

Gregory M. Barr

IN

Michael W. Joe

IN

 

 

21



 

Signatures

                After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.

 

February 12, 2003

FLEET VENTURE RESOURCES, INC.

 

 

 

 

 

/s/ Habib Y. Gorgi

 

 

By:  Habib Y. Gorgi

 

As Attorney-In-Fact Granted 8/4/00

 

 

22



 

Signatures

                After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.

 

 

February 12, 2003

FLEET EQUITY PARTNERS VI, L.P.

 

 

 

 

 

/s/ Habib Y. Gorgi

 

 

By:  Habib Y. Gorgi

 

President & Secretary, Silverado IV Corp.

 

A General Partner, Fleet Equity Partners VI, L.P.

 

 

23



 

Signatures

                After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.

 

 

February 12, 2003

SILVERADO IV CORP.

 

 

 

 

 

/s/ Habib Y. Gorgi

 

 

By:  Habib Y. Gorgi

 

President & Secretary

 

 

 

24



 

Signatures

                After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.

 

 

February 12, 2003

CHISHOLM PARTNERS IV, L.P.

 

 

 

 

 

/s/ Habib Y. Gorgi

 

 

By:  Habib Y. Gorgi

 

Managing Director, Chisholm Management IV, L.P.

 

General Partner, Chisholm Partners IV, L.P.

 

 

 

25



 

Signatures

                After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.

 

February 12, 2003

CHISHOLM MANAGEMENT IV, L.P.

 

 

 

 

 

/s/ Habib Y. Gorgi

 

 

By:  Habib Y. Gorgi

 

Managing Director

 

 

 

26



 

Signatures

                After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.

 

February 12, 2003

NAUTIC PARTNERS V, L.P.

 

 

 

 

 

/s/ Habib Y. Gorgi

 

 

By:  Habib Y. Gorgi

 

Managing Director, Nautic Management V, L.P.,

 

General Partner, Nautic Partners V, L.P.

 

 

 

27



 

Signatures

                After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.

 

February 12, 2003

NAUTIC MANAGEMENT V, L.P.

 

 

 

 

 

/s/ Habib Y. Gorgi

 

 

By:  Habib Y. Gorgi

 

Managing Director

 

 

 

28



 

Signatures

                After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.

 

February 12, 2003

KENNEDY PLAZA PARTNERS II, LLC

 

 

 

 

 

/s/ Habib Y. Gorgi

 

 

By:  Habib Y. Gorgi

 

Managing Director, Chisholm Management IV, L.P.

 

Manager, Kennedy Plaza Partners II, LLC

 

 

 

29



 

Signatures

                After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.

 

February 12, 2003

KENNEDY PLAZA PARTNERS III, LLC

 

 

 

 

 

/s/ Habib Y. Gorgi

 

 

By:  Habib Y. Gorgi

 

Managing Director, Nautic Management V, L.P.,

 

Manager, Kennedy Plaza Partners III, LLC

 

 

 

30



 

Signatures

                After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.

 

February 12, 2003

ROBERT M. VAN DEGNA

 

 

 

 

 

/s/ Robert M. Van Degna

 

 

By:  Robert M. Van Degna

 

 

 

31



 

Signatures

                After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.

 

February 12, 2003

HABIB Y. GORGI

 

 

 

 

 

/s/ Habib Y. Gorgi

 

 

By:  Habib Y. Gorgi

 

 

 

32



 

Signatures

                After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.

 

February 12, 2003

SCOTT F. HILINSKI

 

 

 

 

 

/s/ Scott F. Hilisnki

 

 

By:  Scott F. Hilinski

 

 

 

33



 

Signatures

                After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.

 

February 12, 2003

RIORDON B. SMITH

 

 

 

 

 

/s/ Riordon B. Smith

 

 

By:  Riordon B. Smith

 

 

 

34



 

Signatures

                After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.

 

February 12, 2003

BERNARD V. BUONANNO, III

 

 

 

 

 

/s/ Bernard V. Buonanno, III

 

 

By:  Bernard V. Buonanno, III

 

 

 

35



 

Signatures

                After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.

 

February 12, 2003

GREGORY M. BARR

 

 

 

 

 

/s/ Gregory M. Barr

 

 

By:  Gregory M. Barr

 

 

 

36



 

Signatures

                After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.

 

February 12, 2003

MICHAEL W. JOE

 

 

 

 

 

/s/ Michael W. Joe

 

 

By:  Michael W. Joe

 

 

 

37


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