-----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, IiyAPS7p8rMAgL3F8Iavi8Yo8j76NBpZOrudEA7Uks4F65Ir4efEn3csF9kCmrqN pfttviIJTRyLyH8Pm0OezA== 0000921530-02-000385.txt : 20020703 0000921530-02-000385.hdr.sgml : 20020703 20020703102954 ACCESSION NUMBER: 0000921530-02-000385 CONFORMED SUBMISSION TYPE: SC 13D/A PUBLIC DOCUMENT COUNT: 2 FILED AS OF DATE: 20020703 GROUP MEMBERS: ASHLEY LEEDS GROUP MEMBERS: BAKER CAPITAL PARTNERS (ANGUILLA), LLC GROUP MEMBERS: BAKER CAPITAL PARTNERS, LLC GROUP MEMBERS: BAKER COMMUNICATIONS FUND (CAYMAN), L.P. GROUP MEMBERS: BAKER COMMUNICATIONS FUND, L.P. GROUP MEMBERS: JOHN C. BAKER SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: QS COMMUNICATIONS CORP CENTRAL INDEX KEY: 0001110999 STANDARD INDUSTRIAL CLASSIFICATION: TELEPHONE COMMUNICATIONS (NO RADIO TELEPHONE) [4813] IRS NUMBER: 000000000 FILING VALUES: FORM TYPE: SC 13D/A SEC ACT: 1934 Act SEC FILE NUMBER: 005-58921 FILM NUMBER: 02695677 BUSINESS ADDRESS: STREET 1: MATHIAS BRUGGEN STRABE 55 STREET 2: 011-49-211-669-8000 CITY: 50829 COLOGNE GERMAN STATE: I8 ZIP: 00000 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: BAKER COMMUNICATIONS FUND L P CENTRAL INDEX KEY: 0001039093 FILING VALUES: FORM TYPE: SC 13D/A BUSINESS ADDRESS: STREET 1: 540 MADISON AVE STREET 2: C/O BAKER CAPITAL PARTNERS LLC CITY: NEW YORK STATE: NY ZIP: 10022 BUSINESS PHONE: 2128482000 MAIL ADDRESS: STREET 1: C/O BAKER CAPITAL PARTNERS LLC STREET 2: 540 MADISON AVE CITY: NEW YORK STATE: NY ZIP: 10022 SC 13D/A 1 qscomm_13da2602.txt UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D Under the Securities Exchange Act of 1934 (Amendment No. 2)* QS COMMUNICATIONS AG -------------------- (Name of Issuer) Common Stock, Euro 1.00 Nominal Value Per Share --------------------------------------------- (Title of Class of Securities) 74727G101 --------- (CUSIP Number) Edward D. Sopher, Esq. Akin, Gump, Strauss, Hauer & Feld, L.L.P. 590 Madison Avenue New York, New York 10022 (212) 872-1000 -------------------------------------- (Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications) June 28, 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 ss.ss.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 ss.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 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 ("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). Continued on following pages Page 1 of 20 Pages Exhibit Index: Page 16 SCHEDULE 13D CUSIP No. 74727G101 Page 2 of 20 Pages 1 Names of Reporting Persons I.R.S. Identification Nos. of above persons (entities only). BAKER COMMUNICATIONS FUND, L.P. 2 Check the Appropriate Box if a Member of a Group (See Instructions) a. [_] b. [X] 3 SEC Use Only 4 Source of Funds (See Instructions) AF 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 Number of 0 Shares Beneficially 8 Shared Voting Power Owned By 1,276,119 Each Reporting 9 Sole Dispositive Power Person 0 With 10 Shared Dispositive Power 1,276,119 11 Aggregate Amount Beneficially Owned by Each Reporting Person 0 12 Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions) [X] 13 Percent of Class Represented By Amount in Row (11) 1.22% 14 Type of Reporting Person (See Instructions) PN SCHEDULE 13D CUSIP No. 74727G101 Page 3 of 20 Pages 1 Names of Reporting Persons I.R.S. Identification Nos. of above persons (entities only). BAKER COMMUNICATIONS FUND (CAYMAN), L.P. 2 Check the Appropriate Box if a Member of a Group (See Instructions) a. [_] b. [X] 3 SEC Use Only 4 Source of Funds (See Instructions) 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 Number of 29,438,935 Shares Beneficially 8 Shared Voting Power Owned By 0 Each Reporting 9 Sole Dispositive Power Person 29,438,935 With 10 Shared Dispositive Power 0 11 Aggregate Amount Beneficially Owned by Each Reporting Person 29,438,935 12 Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions) [X] 13 Percent of Class Represented By Amount in Row (11) 28.03% 14 Type of Reporting Person (See Instructions) PN SCHEDULE 13D CUSIP No. 74727G101 Page 4 of 20 Pages 1 Names of Reporting Persons I.R.S. Identification Nos. of above persons (entities only). BAKER CAPITAL PARTNERS, LLC 2 Check the Appropriate Box if a Member of a Group (See Instructions) a. [_] b. [X] 3 SEC Use Only 4 Source of Funds (See Instructions) Not Applicable 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 Number of 0 Shares Beneficially 8 Shared Voting Power Owned By 1,276,119 Each Reporting 9 Sole Dispositive Power Person 0 With 10 Shared Dispositive Power 1,276,119 11 Aggregate Amount Beneficially Owned by Each Reporting Person 1,276,119 12 Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions) [X] 13 Percent of Class Represented By Amount in Row (11) 1.22% 14 Type of Reporting Person (See Instructions) OO; IA SCHEDULE 13D CUSIP No. 74727G101 Page 5 of 20 Pages 1 Names of Reporting Persons I.R.S. Identification Nos. of above persons (entities only). BAKER CAPITAL PARTNERS (ANGUILLA), LLC 2 Check the Appropriate Box if a Member of a Group (See Instructions) a. [_] b. [X] 3 SEC Use Only 4 Source of Funds (See Instructions) OO 5 Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e) [_] 6 Citizenship or Place of Organization Anguilla 7 Sole Voting Power Number of 0 Shares Beneficially 8 Shared Voting Power Owned By 29,438,935 Each Reporting 9 Sole Dispositive Power Person 0 With 10 Shared Dispositive Power 29,438,935 11 Aggregate Amount Beneficially Owned by Each Reporting Person 29,438,935 12 Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions) [X] 13 Percent of Class Represented By Amount in Row (11) 28.03% 14 Type of Reporting Person (See Instructions) OO; IA SCHEDULE 13D CUSIP No. 74727G101 Page 6 of 20 Pages 1 Names of Reporting Persons I.R.S. Identification Nos. of above persons (entities only). JOHN C. BAKER 2 Check the Appropriate Box if a Member of a Group (See Instructions) a. [_] b. [X] 3 SEC Use Only 4 Source of Funds (See Instructions) Not Applicable 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 Number of 9,130 Shares Beneficially 8 Shared Voting Power Owned By 33,918,245 Each Reporting 9 Sole Dispositive Power Person 9,130 With 10 Shared Dispositive Power 33,918,245 11 Aggregate Amount Beneficially Owned by Each Reporting Person 33,927,375 12 Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions) [X] 13 Percent of Class Represented By Amount in Row (11) 32.31% 14 Type of Reporting Person (See Instructions) IN; IA SCHEDULE 13D CUSIP No. 74727G101 Page 7 of 20 Pages 1 Names of Reporting Persons I.R.S. Identification Nos. of above persons (entities only). ASHLEY LEEDS 2 Check the Appropriate Box if a Member of a Group (See Instructions) a. [_] b. [X] 3 SEC Use Only 4 Source of Funds (See Instructions) Not Applicable 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 Number of 9,130 Shares Beneficially 8 Shared Voting Power Owned By 33,918,245 Each Reporting 9 Sole Dispositive Power Person 9,130 With 10 Shared Dispositive Power 33,918,245 11 Aggregate Amount Beneficially Owned by Each Reporting Person 33,927,375 12 Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions) [X] 13 Percent of Class Represented By Amount in Row (11) 32.31% 14 Type of Reporting Person (See Instructions) IN; IA Page 8 of 20 Pages This Amendment No. 2 to Schedule 13D relates to shares of Common Stock, Euro 1.00 nominal value per share (the "Shares"), of QS Communications AG (the "Issuer"). This Amendment No. 2 supplementally amends the initial statement on Schedule 13D, dated April 27, 2000, and all amendments thereto (collectively, the "Initial Statement"), filed by the Reporting Persons (as defined herein). This Amendment No. 2 is being filed by the Reporting Persons to report that pursuant to the Contribution Agreement (as defined herein), all of the Shares previously held for the account of Baker Fund (as defined herein) are now held for the account of Baker Fund Cayman (as defined herein). Capitalized terms used but not defined herein shall have the meanings ascribed to them in the Initial Statement. The Initial Statement is supplementally amended as follows. Item 2. Identity and Background This Statement is being filed on behalf of each of the following persons (collectively, the "Reporting Persons"): (i) Baker Communications Fund, L.P. ("Baker Fund"); (ii) Baker Communications Fund (Cayman), L.P. ("Baker Fund Cayman"); (iii) Baker Capital Partners, LLC ("Baker Partners"); (iv) Baker Capital Partners (Anguilla), L.L.C. ("BCP Anguilla"); (v) Mr. John C. Baker ("Mr. Baker"); and (vi) Ms. Ashley Leeds ("Ms. Leeds"). This Statement relates to the Shares held for the accounts of certain limited partnerships of which the general partner is managed by Mr. Baker and Ms. Leeds (the "Limited Partnerships"), Baker QSC Coinvestors, L.P., a Delaware limited partnership ("Baker Coinvestors, L.P."), Baker Fund Cayman, Mr. Baker and Ms. Leeds. Baker Fund is a Delaware limited partnership with its principal business address at 540 Madison Avenue, New York, NY 10022. The principal business of Baker Fund is investment in securities. Baker Fund is the managing member of Baker QSC Coinvestors, LLC, a Delaware limited liability company ("Baker Coinvestors, LLC"), the general partner of Baker Coinvestors, L.P., and, as such, is vested with investment discretion over the Shares held for the account of Baker Coinvestors, L.P. As a result, Baker Fund may be deemed the beneficial owner of the Shares held for the account of Baker Coinvestors, L.P. Baker Fund Cayman is a Cayman Islands exempted limited partnership with its principal business address at c/o Baker Capital Corp., 540 Madison Avenue, New York, NY 10022. The principal business of Baker Fund Cayman is investment in securities. Baker Partners is a Delaware limited liability company with its principal business address at 540 Madison Avenue, New York, NY 10022. The principal business of Baker Partners is to serve as the sole general partner of Baker Fund and as the co-general partner for other affiliated funds. As such, Baker Partners is vested with investment discretion over the Shares held for the accounts of Baker Fund and Baker Coinvestors, L.P. As a result, Baker Partners may be deemed the beneficial owner of the Shares held for the accounts of Baker Fund and Baker Coinvestors, L.P. Current information concerning the managers of Baker Partners is set forth in Annex A hereto. Page 9 of 20 Pages BCP Anguilla is an Anguilla limited liability company with its principal business address at c/o Baker Capital Corp., 540 Madison Avenue, New York, NY 10022. The principal business of BCP Anguilla is to serve as general partner of Baker Fund Cayman. As such, BCP Anguilla is vested with investment discretion over the Shares held for the account of Baker Fund Cayman. As a result, BCP Anguilla may be deemed the beneficial owner of the Shares held for the account of Baker Fund Cayman. Current information concerning the managers of BCP Anguilla is set forth in Annex B hereto. Mr. Baker is a citizen of the United States. The principal occupation of Mr. Baker is serving as a manager of Baker Partners and BCP Anguilla, which is carried out at Baker Partners' principal address. Mr. Baker, as a manager of Baker Partners, is vested with investment discretion over the Shares held for the accounts of Baker Fund and Baker Coinvestors, L.P. In addition, as a manager of BCP Anguilla, Mr. Baker is vested with investment discretion over the Shares held for the account of Baker Fund Cayman. In such capacities, Mr. Baker may be deemed the beneficial owner of the Shares held for the accounts of Baker Fund, Baker Coinvestors, L.P. and Baker Fund Cayman. Mr. Baker also serves as a manager of the general partner of the other Limited Partnerships and, as such, is vested with investment discretion over the Shares held for the accounts of the other Limited Partnerships. As a result, Mr. Baker may be deemed the beneficial owner of the Shares held for the accounts of the Limited Partnerships. Ms. Leeds is a citizen of the United States. The principal occupation of Ms. Leeds is serving as a manager of Baker Partners and BCP Anguilla, which is carried out at Baker Partners' principal address. Ms. Leeds, as a manager of Baker Partners, is vested with investment discretion over the Shares held for the accounts of Baker Fund and Baker Coinvestors, L.P. In addition, as a manager of BCP Anguilla, Ms. Leeds is vested with investment discretion over the Shares held for the account of Baker Fund Cayman. In such capacities, Ms. Leeds may be deemed the beneficial owner of the Shares held for the accounts of Baker Fund, Baker Coinvestors, L.P. and Baker Fund Cayman. Ms. Leeds also serves as a manager of the general partner of the Limited Partnerships and, as such, is vested with investment discretion over the Shares held for the accounts of the other Limited Partnerships. As a result, Ms. Leeds may be deemed the beneficial owner of the Shares held for the accounts of the Limited Partnerships. During the past five years, none of the Reporting Persons and, to the best of the Reporting Persons' knowledge, no other person identified in response to this Item 2 has been (a) convicted in a criminal proceeding or (b) a party to any civil proceeding as a result of which it or he has been subject to a judgment, decree or final order enjoining future violations of, or prohibiting or mandating activities subject to, federal or state securities laws, or finding any violation with respect to such laws. Item 3. Source and Amount of Funds or Other Consideration The information set forth in Item 6 hereof is hereby incorporated by reference into this Item 3. Pursuant to the terms of the Contribution Agreement (as defined herein), Baker Fund transferred all of the Shares held for its account, 29,438,935 Shares, to Baker Fund Cayman and Baker Fund Cayman's General Partner, BCP Anguilla. Also pursuant to the Contribution Agreement, BCP Anguilla transferred the Shares it received from Baker Fund to Baker Fund Cayman. In consideration for these transfers, Baker Fund Cayman issued partnership interests that were distributed to the partners of Baker Fund. Page 10 of 20 Pages Item 4. Purpose of Transaction The information set forth in Item 6 hereof is hereby incorporated by reference into this Item 4. The Reporting Persons reserve the right to acquire, or cause to be acquired, additional securities of the Issuer, to dispose of, or cause to be disposed, such securities at any time or to formulate other purposes, plans or proposals regarding the Issuer or any of its securities, to the extent deemed advisable in light of general investment and trading policies of the Reporting Persons, market conditions or other factors. Item 5. Interest in Securities of the Issuer. (a) (i) Baker Fund and Baker Partners may be deemed the beneficial owner of the 1,276,119 Shares held for the account of Baker Coinvestors, L.P. (approximately 1.22% of the total number of Shares outstanding). (ii) Baker Fund Cayman and BCP Anguilla may be deemed the beneficial owner of 29,438,935 Shares held for the account of Baker Fund Cayman (approximately 28.03% of the total number of Shares outstanding). (iii) Mr. Baker may be deemed the beneficial owner of 33,927,375 Shares (approximately 32.31% of the total number of Shares outstanding assuming the conversion of convertible bonds held for the account of Mr. Baker). This number consists of (1) 29,438,935 Shares held for the account of Baker Fund Cayman, (2) 9,130 Shares issuable upon conversion by Mr. Baker of convertible bonds currently held for his account, (3) 1,276,119 Shares held for the account of Baker Coinvestors, L.P., and (4) 3,203,191 Shares held for the accounts of the other Limited Partnerships. (iv) Ms. Leeds may be deemed the beneficial owner of 33,927,375 Shares (approximately 32.31% of the total number of Shares outstanding assuming the conversion of convertible bonds held for the account of Ms. Leeds). This number consists of (1) 29,438,935 Shares held for the account of Baker Fund Cayman, (2) 9,130 Shares issuable upon conversion by Ms. Leeds of convertible bonds currently held for her account, (3) 1,276,119 Shares held for the account of Baker Coinvestors, L.P., and (4) 3,203,191 Shares held for the accounts of the other Limited Partnerships. (b) (i) Mr. Baker may be deemed to have sole power to direct the voting and disposition of the 9,130 Shares issuable upon conversion by Mr. Baker of the convertible bonds currently held for his account. (ii) Ms. Leeds may be deemed to have sole power to direct the voting and disposition of the 9,130 Shares issuable upon conversion by Ms. Leeds of the convertible bonds currently held for her account. (iii) Baker Fund Cayman may be deemed to have sole power to direct the voting and disposition of the 29,438,935 Shares held by Baker Fund Cayman. Page 11 of 20 Pages (iv) Each of BCP Anguilla, Mr. Baker and Ms. Leeds may be deemed to have shared power to direct the voting and disposition of the 29,438,935 Shares held by Baker Fund Cayman. (v) Each of Baker Fund, Baker Partners, Mr. Baker and Ms. Leeds may be deemed to have shared power to direct the voting and disposition of the 1,276,119 Shares held by Baker Coinvestors, L.P. (vi) Each of Mr. Baker and Ms. Leeds may be deemed to have shared power to direct the voting and disposition of the 3,203,191 Shares held by the Limited Partnerships. (c) Except for the transactions described in Item 6 below, there have been no transactions effected with respect to the Shares since May 4, 2002 2001 (60 days prior to the date hereof) by any of the Reporting Persons. (d) (i) Mr. Baker has the right to participate in the receipt of dividends from or proceeds from the sale of securities of the Issuer issuable upon conversion by Mr. Baker of convertible bonds currently held for his account. (ii) Ms. Leeds has the right to participate in the receipt of dividends from or proceeds from the sale of securities of the Issuer issuable upon conversion by Ms. Leeds of convertible bonds currently held for her account. (iii) The partners of Baker Fund have the right to participate in the receipt of dividends from or proceeds from the sale of securities of the Issuer, including the Shares, held for the account of Baker Fund in accordance with their partnership interests in Baker Fund. (iv) The partners of Baker Fund Cayman have the right to participate in the receipt of dividends from or proceeds from the sale of securities of the Issuer, including the Shares, held for the account of Baker Fund Cayman in accordance with their partnership interests in Baker Fund Cayman. (v) The partners of the Limited Partnerships have the right to participate in the receipt of dividends from or proceeds from the sale of securities of the Issuer, including the Shares, held for the account of the Limited Partnerships in accordance with their partnership interests in the Limited Partnerships. (e) Baker Fund and Baker Partners ceased to be the beneficial owner of more than five percent of the Shares on June 28, 2002. Item 6. Contracts, Arrangements, Understandings or Relationships with Respect to Securities of the Issuer. On June 28, 2002, Baker Fund entered into a contribution agreement (the "Contribution Agreement") with Baker Fund Cayman (a copy of which is attached hereto as Exhibit G and is incorporated herein by reference in response to this Item 6). Pursuant to the Contribution Agreement, Baker Fund agreed to contribute (the "Contribution") all of the Shares held for its account, 29,438,935 Shares, to Baker Fund Cayman and to Baker Fund Cayman's general partner, BCP Anguilla. Pursuant to the Contribution Agreement, Baker Fund Cayman and BCP Anguilla received Shares in the Contribution in proportion to the capital contributions of the limited partners of Baker Fund and Baker Partners that were initially applied to the purchase of the Shares held for the account of Baker Fund. Also pursuant to the Contribution Agreement, BCP Anguilla agreed to transfer the Page 12 of 20 Pages Shares it received from Baker Fund in the Contribution to Baker Fund Cayman. In consideration for these transfers, (i) Baker Fund Cayman issued limited partnership interests in Baker Fund Cayman to Baker Fund, (ii) Baker Fund Cayman issued a general partnership interest in Baker Fund Cayman to BCP Anguilla, and (iii) BCP Anguilla issued membership interests in BCP Anguilla to Baker Fund. The partnership interests of Baker Fund Cayman received by Baker Fund were distributed to the partners of the Baker Fund. The foregoing description of the Contribution Agreement does not purport to be complete and is qualified in its entirety by the terms of such document which is incorporated herein by reference. Except as set forth herein, and in prior amendments hereto, the Reporting Persons do not have any contracts, arrangements, understandings or relationships with respect to the securities of the Issuer. Item 7. Material to be Filed as Exhibits The Exhibit Index is incorporated herein by reference. Page 13 of 20 Pages SIGNATURES 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. Date: July 3, 2002 BAKER COMMUNICATIONS FUND, L.P. By: Baker Capital Partners, LLC Its General Partner By: /s/ John C. Baker ---------------------------- John C. Baker Manager BAKER COMMUNICATIONS FUND (CAYMAN), L.P. By: Baker Capital Partners (Anguilla), LLC Its General Partner By: /s/ John C. Baker ---------------------------- John C. Baker Manager BAKER CAPITAL PARTNERS, LLC By: /s/ John C. Baker ----------------------------- John C. Baker Manager JOHN C. BAKER /s/ John C. Baker ----------------------------- ASHLEY LEEDS /s/ Ashley Leeds ----------------------------- Page 14 of 20 Pages ANNEX A The following is a list of all of the persons (other than Mr. Baker and Ms. Leeds) who serve as managers of Baker Partners. Edward W. Scott Henry Baker Each of the above-listed persons is a United States citizen whose principal business occupation is serving as a manager of Baker Partners and BCP Anguilla, and each has a business address c/o Baker Capital Corp., 540 Madison Avenue, New York, NY 10022. To the best of the Reporting Persons' knowledge: (a) None of the above persons holds any Shares directly. (b) None of the above persons has any contracts, arrangements, understandings or relationships with respect to the Shares. Page 15 of 20 Pages ANNEX B The following is a list of all of the persons (other than Mr. Baker and Ms. Leeds) who serve as managers of BCP Anguilla. Edward W. Scott Henry Baker Each of the above-listed persons is a United States citizen whose principal business occupation is serving as a manager of Baker Partners and BCP Anguilla, and each has a business address c/o Baker Capital Corp., 540 Madison Avenue, New York, NY 10022. To the best of the Reporting Persons' knowledge: (a) None of the above persons holds any Shares directly. (b) None of the above persons has any contracts, arrangements, understandings or relationships with respect to the Shares. Page 16 of 20 Pages EXHIBIT INDEX G. Form of the Contribution Agreement, dated as of 17 June 28, 2002, between Baker Communications Fund, L.P. and Baker Communications Fund (Cayman), L.P. EX-99 3 qscomm_13da2exg.txt CONTRIBUTION AGREEMENT Page 17 of 20 Pages EXHIBIT G CONTRIBUTION AGREEMENT This Contribution Agreement (this "Agreement") is dated as of June 28, 2002 and is by and between Baker Communications Fund, L.P., a Delaware limited partnership ("BCF") and Baker Communications Fund (Cayman), L.P., a Cayman Islands exempted limited partnership ("BCF Cayman"). WHEREAS, the limited partners of BCF and BCF Cayman are identical (the "BCF Partners") and a capital contribution to either of BCF or BCF Cayman satisfies the obligation of a BCF Partner to contribute capital to the other; WHEREAS, Baker Capital Partners, L.L.C. ("BCP") is the general partner of BCF and both BCP and Baker Capital Partners (Anguilla), L.L.C. ("BCP Anguilla") are general partners of BCF Cayman; WHEREAS, the BCF Partners and BCP have previously made capital contributions to BCF (the "QSC Contributions") which have been applied to the purchase of 29,438,935 shares of common stock of QS Communications AG, a German Aktiengesellschaft, held directly by BCF (the "QSC Securities") and BCF now desires to contribute all of BCF's right, title and interest in and to the QSC Securities to BCF Cayman; NOW, THEREFORE, in consideration of the mutual promises contained herein, and for other good and valuable consideration, the receipt and sufficiency of which are acknowledged, the parties agree as follows: Article I. Contribution and Assignment of QSC Securities by BCF to BCF Cayman 1.1. Contribution and Assignment. (a) Subject to Section 1.1(c), BCF irrevocably and unconditionally transfers, assigns and conveys, as of the date hereof and by way of contribution, to BCF Cayman and BCP Anguilla, respectively, in the same proportions as the QSC Contributions of the BCF Partners bear to the QSC Contributions of BCP, BCF's entire right, title and interest to and in (a) the QSC Securities, (b) all rights and privileges arising under each and every purchase agreement, partnership agreement, operating agreement, shareholders agreement, registration rights agreement or other executory contract pertaining to the QSC Securities to which BCF is a party or by which BCF is bound and (c) all claims relating to the QSC Securities whether or not known to BCF. (b) BCP Anguilla hereby irrevocably and unconditionally transfers, assigns and conveys, as of the date hereof and by way of contribution, to BCF Cayman all the assets contributed to BCP Anguilla pursuant to Section 1.1(a) above. Page 18 of 20 Pages 1.2. Assumption of Obligations and Liabilities (a) BCF Cayman hereby irrevocably and unconditionally assumes, as of the date hereof (i) each and every obligation and liability of the QSC Securities, (ii) all liabilities and obligations arising under any purchase agreement, partnership agreement, operating agreement, shareholders agreement, registration rights agreement or other executory contract pertaining to the QSC Securities to which BCF is a party or by which BCF is bound, and (iii) all claims against BCF relating to the QSC Securities, whether or not known to BCF. (b) Notwithstanding Section 1.2(a), the assumption of obligations and liabilities related to the QSC Securities by BCF Cayman does not include any obligations and liabilities to the extent (but only to the extent) that such assumption would constitute a breach by BCF of any obligations or would result in releasing any obligor from any obligation to BCF without substituting BCF Cayman in place of BCF as the obligee. BCF and BCF Cayman agree that any obligations and liabilities not assumed pursuant to this Section 1.2(b), while they remain unassumed, shall be treated for all purposes as if they had been assumed by BCF Cayman as of the date of this Agreement. (c) BCF hereby agrees to the substitution of BCF Cayman in its place as obligor with respect to all obligations and liabilities assumed by BCF Cayman. Article II. Partnership Interest in BCF Cayman 2.1. In consideration of BCF's contribution of the QSC Securities to BCF Cayman and BCP Anguilla pursuant to Section 1.1., (i) BCF Cayman issues to BCF limited partner interests in BCF Cayman (the "BCF Cayman LP Interests"), (ii) BCF Cayman issues to BCP Anguilla a general partner interest in BCF Cayman (the "BCF Cayman GP Interest") and (iii) BCP Anguilla issues membership interests to BCF (the "BCP Anguilla Membership Interests"), all representing the right to receive all net proceeds relating to the QSC Securities, all subject to and in accordance with the terms of the amended and restated limited partnership agreement of BCF Cayman (the "BCF Cayman Partnership Agreement"), and the limited liability company agreement of BCP Anguilla . Article III. Distribution of Interests 3.1. BCF hereby distributes the BCF Cayman LP Interests to the BCF Partners in proportion to their respective QSC Contributions and distributes the BCP Anguilla Membership Interests to BCP. BCP distributes the BCP Anguilla Membership Interests to its Members (pro rata in accordance with their respective interests in BCP with respect to the QSC Securities). Page 19 of 20 Pages Article IV. Miscellaneous 4.1. Further Assurances (a) Each of BCF and BCF Cayman undertakes and agrees to execute (as applicable) one or more transfer documents and all such further instruments, certificates and documents, and to take all such other actions, as may be reasonably requested by each other, including without limitation obtaining any necessary consents and executing any acknowledgements, in order to vest more fully in each other all rights, privileges and other incidents of ownership with respect to the assets transferred and the liabilities and obligations assumed pursuant to this Agreement. (b) With respect to each of the items referred to in Section 1.2, each of the parties undertakes to use its best efforts to obtain as promptly as is practicable all such consents and approvals as may be required in order to permit such items to be transferred. Pending the completion of such transfers, the parties acknowledge that they intend for each of them to be placed in the same economic position that it would have experienced if the transfers of such items had been completed effective as of the date hereof. To that end: (i) all proceeds of any such items shall be remitted by respective assignors to the respective assignees as promptly as it is practicable to do so. Pending such remittance, such assignors shall hold all such property in trust for the exclusive benefit of such assignees. (ii) assignees under this Agreement shall indemnify assignors and hold them harmless from and against any liability that they may suffer or incur by reason of the inability of any such assignors to effect any such transfer as of the date hereof. 4.2. Governing Law This Agreement shall be governed by the laws of the State of New York, without regard to conflicts of law principles. 4.3. Counterparts This Agreement may be executed in counterparts, each of which shall be deemed to be an original, but all of which, when taken together, shall constitute one instrument. [Signature Page to Follow] Page 20 of 20 Pages IN WITNESS WHEREOF, the parties have executed this Agreement as of the day and year first above written. BAKER COMMUNICATIONS FUND, L.P. By: Baker Capital Partners, LLC Its General Partner By: ---------------------------- John C. Baker Manager BAKER COMMUNICATIONS FUND (CAYMAN), L.P. By: Baker Capital Partners (Anguilla), LLC Its General Partner By: ---------------------------- John C. Baker Manager Agreed BAKER CAPITAL PARTNERS, L.L.C. By: ---------------------------------------- John C. Baker Manager BAKER CAPITAL PARTNERS (ANGUILLA), L.L.C. By: ---------------------------------------- John C. Baker Manager -----END PRIVACY-ENHANCED MESSAGE-----