SC 13D/A 1 w92811sc13dza.htm AMENDMENT NO. 3 TO SCHEDULE 13D sc13dza
 

OMB APPROVAL
OMB Number: 3235-0145
Expires: December 31, 2005
Estimated average burden
hours per response...11


UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

SCHEDULE 13D

Under the Securities Exchange Act of 1934
(Amendment No. 3)

Duratek, Inc.

(Name of Issuer)

Common Stock

(Title of Class of Securities)

36237J 10 7

(Cusip Number)

Daniel A. D'Aniello
The Carlyle Group
1001 Pennsylvania Ave., N.W., Suite 220 South
Washington, DC 20004
(202) 347-2626
 
with a copy to:
 
Daniel T. Lennon, Esq.
Latham & Watkins LLP
555 Eleventh Street, N.W., Suite 1000
Washington, D.C. 20004
(202) 637-2200

(Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications)

December 16, 2003

(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 §§240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box. o

Note: Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. See §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).

 

 

             
 
  1. Name of Reporting Person:
CARLYLE PARTNERS II, L.P.		 I.R.S. Identification Nos. of above persons (entities only):
51-10357731
  2. Check the Appropriate Box if a Member of a Group (See Instructions):
    (a) o  
    (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): o
  6. Citizenship or Place of Organization:
DELAWARE
Number of
Shares
Beneficially
Owned by
Each Reporting
Person With
7. Sole Voting Power:
0
8. Shared Voting Power:
1,465,359
9. Sole Dispositive Power:
0
10.Shared Dispositive Power:
1,465,359
  11.Aggregate Amount Beneficially Owned by Each Reporting Person:
(See Item 5)
  12.Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions):
o
  13.Percent of Class Represented by Amount in Row (11):
10.8%
  14.Type of Reporting Person (See Instructions):
PN

2 of 67

 

             
 
  1. Name of Reporting Person:
CARLYLE SBC PARTNERS II, L.P.		 I.R.S. Identification Nos. of above persons (entities only):
51-0369721
  2. Check the Appropriate Box if a Member of a Group (See Instructions):
    (a) o  
    (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): o
  6. Citizenship or Place of Organization:
DELAWARE
Number of
Shares
Beneficially
Owned by
Each Reporting
Person With
7. Sole Voting Power:
0
8. Shared Voting Power:
105,512
9. Sole Dispositive Power:
0
10.Shared Dispositive Power:
105,512
  11.Aggregate Amount Beneficially Owned by Each Reporting Person:
(See Item 5)
  12.Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions):
o
  13.Percent of Class Represented by Amount in Row (11):
0.8%
  14.Type of Reporting Person (See Instructions):
PN

3 of 67

 

             
 
  1. Name of Reporting Person:
CARLYLE INTERNATIONAL PARTNERS II, L.P.		 I.R.S. Identification Nos. of above persons (entities only):
N/A
  2. Check the Appropriate Box if a Member of a Group (See Instructions):
    (a) o  
    (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): o
  6. Citizenship or Place of Organization:
CAYMAN ISLANDS
Number of
Shares
Beneficially
Owned by
Each Reporting
Person With
7. Sole Voting Power:
0
8. Shared Voting Power:
963,930
9. Sole Dispositive Power:
0
10.Shared Dispositive Power:
963,930
  11.Aggregate Amount Beneficially Owned by Each Reporting Person:
(See Item 5)
  12.Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions):
o
  13.Percent of Class Represented by Amount in Row (11):
7.1%
  14.Type of Reporting Person (See Instructions):
PN

4 of 67

 

             
 
  1. Name of Reporting Person:
CARLYLE INTERNATIONAL PARTNERS III, L.P.		 I.R.S. Identification Nos. of above persons (entities only):
N/A
  2. Check the Appropriate Box if a Member of a Group (See Instructions):
    (a) o  
    (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): o
  6. Citizenship or Place of Organization:
CAYMAN ISLANDS
Number of
Shares
Beneficially
Owned by
Each Reporting
Person With
7. Sole Voting Power:
0
8. Shared Voting Power:
122,915
9. Sole Dispositive Power:
0
10.Shared Dispositive Power:
122,915
  11.Aggregate Amount Beneficially Owned by Each Reporting Person:
(See Item 5)
  12.Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions):
o
  13.Percent of Class Represented by Amount in Row (11):
0.9%
  14.Type of Reporting Person (See Instructions):
PN

5 of 67

 

             
 
  1. Name of Reporting Person:
C/S INTERNATIONAL PARTNERS, L.P.		 I.R.S. Identification Nos. of above persons (entities only):
N/A
  2. Check the Appropriate Box if a Member of a Group (See Instructions):
    (a) o  
    (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): o
  6. Citizenship or Place of Organization:
CAYMAN ISLANDS
Number of
Shares
Beneficially
Owned by
Each Reporting
Person With
7. Sole Voting Power:
0
8. Shared Voting Power:
438,245
9. Sole Dispositive Power:
0
10.Shared Dispositive Power:
438,245
  11.Aggregate Amount Beneficially Owned by Each Reporting Person:
(See Item 5)
  12.Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions):
o
  13.Percent of Class Represented by Amount in Row (11):
3.2%
  14.Type of Reporting Person (See Instructions):
PN

6 of 67

 

             
 
  1. Name of Reporting Person:
CARLYLE-GTSD PARTNERS II, L.P.		 I.R.S. Identification Nos. of above persons (entities only):
52-1911051
  2. Check the Appropriate Box if a Member of a Group (See Instructions):
    (a) o  
    (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): o
  6. Citizenship or Place of Organization:
DELAWARE
Number of
Shares
Beneficially
Owned by
Each Reporting
Person With
7. Sole Voting Power:
0
8. Shared Voting Power:
68,633
9. Sole Dispositive Power:
0
10.Shared Dispositive Power:
68,633
  11.Aggregate Amount Beneficially Owned by Each Reporting Person:
(See Item 5)
  12.Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions):
o
  13.Percent of Class Represented by Amount in Row (11):
0.5%
  14.Type of Reporting Person (See Instructions):
PN

7 of 67

 

             
 
  1. Name of Reporting Person:
CP II INVESTMENT HOLDINGS, L.L.C.		 I.R.S. Identification Nos. of above persons (entities only):
52-2033497
  2. Check the Appropriate Box if a Member of a Group (See Instructions):
    (a) o  
    (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): o
  6. Citizenship or Place of Organization:
DELAWARE
Number of
Shares
Beneficially
Owned by
Each Reporting
Person With
7. Sole Voting Power:
0
8. Shared Voting Power:
23,274
9. Sole Dispositive Power:
0
10.Shared Dispositive Power:
23,274
  11.Aggregate Amount Beneficially Owned by Each Reporting Person:
(See Item 5)
  12.Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions):
o
  13.Percent of Class Represented by Amount in Row (11):
0.2%
  14.Type of Reporting Person (See Instructions):
OO (LIMITED LIABILITY COMPANY)

8 of 67

 

             
 
  1. Name of Reporting Person:
TC GROUP INVESTMENT HOLDINGS, L.P.		 I.R.S. Identification Nos. of above persons (entities only):
51-0406268
  2. Check the Appropriate Box if a Member of a Group (See Instructions):
    (a) o  
    (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): o
  6. Citizenship or Place of Organization:
DELAWARE
Number of
Shares
Beneficially
Owned by
Each Reporting
Person With
7. Sole Voting Power:
0
8. Shared Voting Power:
23,274
9. Sole Dispositive Power:
0
10.Shared Dispositive Power:
23,274
  11.Aggregate Amount Beneficially Owned by Each Reporting Person:
(See Item 5)
  12.Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions):
o
  13.Percent of Class Represented by Amount in Row (11):
0.2%
  14.Type of Reporting Person (See Instructions):
PN

9 of 67

 

             
 
  1. Name of Reporting Person:
TCG HOLDINGS II, L.P.		 I.R.S. Identification Nos. of above persons (entities only):
52-2224872
  2. Check the Appropriate Box if a Member of a Group (See Instructions):
    (a) o  
    (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): o
  6. Citizenship or Place of Organization:
DELAWARE
Number of
Shares
Beneficially
Owned by
Each Reporting
Person With
7. Sole Voting Power:
0
8. Shared Voting Power:
23,274
9. Sole Dispositive Power:
0
10.Shared Dispositive Power:
23,274
  11.Aggregate Amount Beneficially Owned by Each Reporting Person:
(See Item 5)
  12.Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions):
o
  13.Percent of Class Represented by Amount in Row (11):
0.2%
  14.Type of Reporting Person (See Instructions):
PN

10 of 67

 

             
 
  1. Name of Reporting Person:
DBD INVESTORS V, L.L.C.		 I.R.S. Identification Nos. of above persons (entities only):
52-2224866
  2. Check the Appropriate Box if a Member of a Group (See Instructions):
    (a) o  
    (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): o
  6. Citizenship or Place of Organization:
DELAWARE
Number of
Shares
Beneficially
Owned by
Each Reporting
Person With
7. Sole Voting Power:
0
8. Shared Voting Power:
23,274
9. Sole Dispositive Power:
0
10.Shared Dispositive Power:
23,274
  11.Aggregate Amount Beneficially Owned by Each Reporting Person:
(See Item 5)
  12.Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions):
o
  13.Percent of Class Represented by Amount in Row (11):
0.2%
  14.Type of Reporting Person (See Instructions):
OO (LIMITED LIABILITY COMPANY)

11 of 67

 

             
 
  1. Name of Reporting Person:
TC GROUP, L.L.C.		 I.R.S. Identification Nos. of above persons (entities only):
54-1686957
  2. Check the Appropriate Box if a Member of a Group (See Instructions):
    (a) o  
    (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): o
  6. Citizenship or Place of Organization:
DELAWARE
Number of
Shares
Beneficially
Owned by
Each Reporting
Person With
7. Sole Voting Power:
0
8. Shared Voting Power:
3,168,104
9. Sole Dispositive Power:
0
10.Shared Dispositive Power:
3,168,104
  11.Aggregate Amount Beneficially Owned by Each Reporting Person:
(See Item 5)
  12.Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions):
o
  13.Percent of Class Represented by Amount in Row (11):
23.3%
  14.Type of Reporting Person (See Instructions):
OO (LIMITED LIABILITY COMPANY)

12 of 67

 

             
 
  1. Name of Reporting Person:
TC GROUP II, L.L.C.		 I.R.S. Identification Nos. of above persons (entities only):
54-1686957
  2. Check the Appropriate Box if a Member of a Group (See Instructions):
    (a) o  
    (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): o
  6. Citizenship or Place of Organization:
DELAWARE
Number of
Shares
Beneficially
Owned by
Each Reporting
Person With
7. Sole Voting Power:
0
8. Shared Voting Power:
3,095,961
9. Sole Dispositive Power:
0
10.Shared Dispositive Power:
3,095,961
  11.Aggregate Amount Beneficially Owned by Each Reporting Person:
(See Item 5)
  12.Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions):
o
  13.Percent of Class Represented by Amount in Row (11):
22.8%
  14.Type of Reporting Person (See Instructions):
OO (LIMITED LIABILITY COMPANY)

13 of 67

 

             
 
  1. Name of Reporting Person:
TCG HOLDINGS, L.L.C.		 I.R.S. Identification Nos. of above persons (entities only):
54-1686011
  2. Check the Appropriate Box if a Member of a Group (See Instructions):
    (a) o  
    (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): o
  6. Citizenship or Place of Organization:
DELAWARE
Number of
Shares
Beneficially
Owned by
Each Reporting
Person With
7. Sole Voting Power:
0
8. Shared Voting Power:
3,168,104
9. Sole Dispositive Power:
0
10.Shared Dispositive Power:
3,168,104
  11.Aggregate Amount Beneficially Owned by Each Reporting Person:
(See Item 5)
  12.Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions):
o
  13.Percent of Class Represented by Amount in Row (11):
23.3%
  14.Type of Reporting Person (See Instructions):
OO (LIMITED LIABILITY COMPANY

14 of 67

 

     This Amendment No. 3 to Schedule 13D (this “Amendment”) amends and supplements the Schedule 13D originally filed on February 3, 1995 by the Reporting Persons, as amended and supplemented on December 22, 1995 and February 9, 1998 (as amended and supplemented, this “Schedule 13D”), related to the Common Stock (“Common Stock”), par value $0.01 per share, of Duratek, Inc., a Delaware corporation (the “Company”).

     The purpose of this Amendment is to reflect the sale by the Reporting Persons (as defined below) to the Company of shares of 8% Cumulative Convertible Redeemable Preferred Stock (“Preferred Stock”), par value $0.01 per share, of the Company (which are convertible into shares of Common Stock), pursuant to the Share Repurchase Agreement, dated December 16, 2003, among the Company and certain holders of Preferred Stock (the “Repurchase Agreement”). A copy of the Repurchase Agreement is filed herewith as Exhibit 2 and incorporated herein by reference.

Item 1. Security and Issuer.

     This Schedule 13D relates to the Common Stock of the Company. The Company’s principal business address is 10100 Old Columbia Road, Columbia, MD 21046.

Item 2. Identity and Background.

     The names of the persons filing this Schedule 13D (each a “Reporting Person” and collectively, the “Reporting Persons”) are as follows:

  •   Carlyle Partners II, L.P., a Delaware limited partnership (“CP II”);

  •   Carlyle SBC Partners II, L.P., a Delaware limited partnership (“CSP II”);

  •   Carlyle International Partners II, L.P., a Cayman Islands limited partnership (“CIP II”);

  •   Carlyle International Partners III, L.P., a Cayman Islands limited partnership (“CIP III”);

  •   C/S International Partners, L.P., a Cayman Islands limited partnership (“C/S”);

  •   Carlyle-GTSD Partners II, L.P., a Delaware limited partnership (“CGP II”);

  •   CP II Investment Holdings, L.L.C., a Delaware limited liability company (“CP II Investment”);

  •   TC Group Investment Holdings, L.P., a Delaware limited partnership (“TCG Investment Holdings”);

  •   TCG Holdings II, L.P., a Delaware limited partnership (“TCG Holdings II”);

  •   DBD Investors V, L.L.C., a Delaware limited liability company (“DBD Investors”);

  •   TC Group, L.L.C., a Delaware limited liability company (“TC Group”);

  •   TC Group II, L.L.C., a Delaware limited liability company (“TC Group II”); and

  •   TCG Holdings, L.L.C., a Delaware limited liability company (“TCG Holdings”).

     TCG Holdings is the sole managing member of TC Group. TC Group is the sole member of TC Group II and the general partner of CGP II. TC Group II is the sole general partner of CP II, CIP II, CIP III and CSP II, and the co-general partner of C/S. David M. Rubenstein, William E. Conway, Jr. and Daniel A. D’Aniello are managing members of TCG Holdings (collectively, the “TCG Holdings

Page 15 of 67

 

Managing Members”). In their capacity as managing members of TCG Holdings, the TCG Holdings Managing Members may be deemed to share beneficial ownership of shares of Common Stock beneficially owned by TCG Holdings. Such individuals expressly disclaim any such beneficial ownership. Each of the TCG Holdings Managing Members is a citizen and resident of the United States.

     DBD Investors is the general partner of TCG Holdings II. TCG Holdings II is the general partner of TCG Investment Holdings. TCG Investment Holdings is the managing member of CP II Investment. David M. Rubenstein, William E. Conway, Jr. and Daniel A. D’Aniello are members of DBD Investors (collectively, the “DBD Investors Members”). In their capacity as members of DBD Investors, the DBD Investors Members may be deemed to share beneficial ownership of shares of Common Stock beneficially owned by DBD Investors. Such individuals expressly disclaim any such beneficial ownership. Each of the DBD Investors Members is a citizen and resident of the United States.

     Leslie L. Armitage, James A. Attwood, Jr., James A. Baker, III, Frank C. Carlucci, Peter J. Clare, William E. Conway, Jr., Daniel Cummings, Robert W. Dahl, Daniel A. D’Aniello, Richard G. Darman, Louis V. Gerstner, Jr., Robert E. Grady, John F. Harris, Allan M. Holt, Anthony Jansz, William Kennard, Michael B. Kim, Gregory S. Ledford, Jean-Pierre Millet, Jerome H. Powell, Bruce E. Rosenblum, David M. Rubenstein, Robert G. Stuckey, Claudius E. Watts, IV, Xiang-Dong Yang, Glenn A. Youngkin, Gregory M. Zeluck and Michael J. Zupon are executive officers of each of TC Group and TCG Holdings, and members of TCG Holdings (collectively, the “Carlyle Officers”). Each of the Carlyle Officers is a citizen and resident of the United States, except Anthony Jansz, who is citizen of Australia, and Jean-Pierre Millet, who is a citizen of France.

     The principal business address of each of the Reporting Persons and the Carlyle Officers is: c/o The Carlyle Group, 1001 Pennsylvania Avenue, N.W., Suite 220-South, Washington, DC 20004.

     During the last five (5) years, neither any of the Reporting Person nor, to the best knowledge of any of the Reporting Persons, any of the Carlyle Officers, has been (a) convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors) or (b) a party to any civil proceeding of a judicial or administrative body of competent jurisdiction that, as a result of such proceeding, was or is 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.

     This Amendment relates to the repurchase by the Company from the Reporting Persons of 141,704 shares of Preferred Stock, pursuant to the Repurchase Agreement in consideration for $324.67 per share of Preferred Stock. No funds of the Reporting Persons were used to effect the transactions contemplated by the Repurchase Agreement.

Item 4. Purpose of Transaction

     The Common Stock and Preferred Stock are held by the Reporting Persons for investment purposes. The transactions contemplated in the Repurchase Agreement were effected by the Reporting Persons for the purpose of monetizing the value of their investment in the shares of Preferred Stock sold pursuant to the Repurchase Agreement.

     All securities held by the Reporting Persons are held by the Reporting Persons for investment purposes. Subject to the terms of the New Stockholders Agreement (as defined below), each Reporting Person may acquire from time to time additional securities (including shares of Common Stock) of the Company in the open market or in privately negotiated transactions, by exchange offer or

Page 16 of 67

 

otherwise. Subject to the terms of the New Stockholders Agreement, each Reporting Person may, from time to time, retain or sell all or a portion of its holdings of the securities of the Company in the open market, pursuant to a registered public offering or in privately negotiated transactions, including, by way of distribution or some or all of the securities to its partners or members, as applicable, and the conversion of Preferred Stock into Common Stock. Each Reporting Person may also have discussions with management regarding methods of increasing sales, cash flow and profitability. Any actions that any Reporting Person might undertake will be dependent upon such Reporting Person’s review of numerous factors, including, among other things, the availability of securities of the Company (including Common Stock) for purchase and the price levels of such shares; trading prices of Common Stock; general market and economic conditions; ongoing evaluation of the Company’s business operations and prospects; the relative attractiveness of alternative business and investment opportunities; the actions of the management and the Board of Directors of the Company; and other future developments.

Item 5. Interest and Securities of the Issuer.

     (a) The Reporting Persons collectively are deemed to beneficially own an aggregate amount of 3,191,378 shares of Common Stock (including 99,765 shares of Common Stock issuable upon conversion of 2,993 shares of Preferred Stock), representing approximately 23.5% of the total issued and outstanding Common Stock, based upon 13,568,000 total shares of Common Stock issued and outstanding as of September 30, 2003 (excluding shares of Common Stock issuable upon conversion of shares of Preferred Stock repurchased by the Company pursuant to the Repurchase Agreement). The beneficial ownership of each Reporting Person is as follows:

                                         
                    Common Stock   Total    
                    Issuable upon   Common Stock    
    Common   Preferred   Conversion of   Beneficially   Beneficial
Reporting Person   Stock   Stock   Preferred Stock   Owned   Percentage
 
 
 
 
 
Carlyle Partners II, L.P.
     1,419,493       1,376       45,866       1,465,359       10.8 %
Carlyle SBC Partners II, L.P.
     102,212       99       3,300       105,512       0.8 %
Carlyle International Partners II, L.P.
     933,764       905       30,166       963,930       7.1 %
Carlyle International Partners III, L.P.
     119,082       115       3,833       122,915       0.9 %
C/S International Partners, L.P.
     424,545       411       13,700       438,245       3.2 %
Carlyle-GTSD Partners II, L.P.
     66,500       64       2,133       68,633       0.5 %
CP II Investment Holdings, L.L.C
     22,541       22       733       23,274       0.2 %
TC Group Investment Holdings, L.P.
     22,541       22       733       23,274       0.2 %
TCG Holdings II, L.P.
     22,541       22       733       23,274       0.2 %
DBD Investors V, L.L.C
     22,541       22       733       23,274       0.2 %
TC Group II, L.L.C
     2,999,096       2,906       96,865       3,095,961       22.8 %
TC Group, L.L.C
     3,069,072       2,971       99,032       3,168,104       23.3 %
TCG Holdings, L.L.C
     3,069,072       2,971       99,032       3,168,104       23.3 %

     (b) See the information contained on the cover pages to this Amendment, which is incorporated herein by reference.

     (c) The transactions described in Item 4 above are the only transactions effected during the last 60 days by the Reporting Persons.

     (d) Not Applicable.

     (e) Not Applicable.

Page 17 of 67

 

Item 6. Contracts, Arrangements, Understandings or Relationships With Respect to Securities of the Issuer.

     Certain Reporting Persons and the Company are parties to (i) a Stock Purchase Agreement, dated as of January 24, 1995 and included as Exhibit 2 to the Company’s Schedule 13D, filed on February 3, 1995, and incorporated herein by reference, (ii) a Stockholders Agreement, dated as of January 24, 1995 (the “Old Stockholders Agreement”) and included as Exhibit 3 to the Company’s Schedule 13D, filed on February 3, 1995, and incorporated herein by reference, (iii) a Registration Rights Agreement, dated as of January 24, 1995 and included as Exhibit 4 to the Company’s Schedule 13D, filed on February 3, 1995, and incorporated herein by reference, and (iv) an Escrow Agreement, dated as of January 24, 1995 and included as Exhibit 6 to the Company’s Schedule 13D, filed on February 3, 1995, and incorporated herein by reference.

     On December 16, 2003, (a) certain Reporting Persons, the Company and the other parties to the Old Stockholders Agreement entered into a Termination Agreement (the “Termination Agreement”), pursuant to which the Old Stockholders Agreement was terminated and (b) certain Reporting Persons and the Company entered into a new Stockholders Agreement (the “New Stockholders Agreement”). The New Stockholders Agreement provides, among other things, that: (i) subject to certain obligations and limitations, the Company will use its best efforts to nominate for election to the Board of Directors of the Company one (1) individual designated by certain of the Reporting Persons so long as the Reporting Persons and their affiliates collectively hold at least 15% of the outstanding voting securities of the Company, (ii) the Reporting Persons will be entitled to designate two (2) individuals that will be entitled to attend and observe all meetings of the Board of Directors of the Company so long as the Reporting Persons and their affiliates collectively hold at least 5% of the outstanding voting securities of the Company, (iii) the Reporting Persons will have certain review and access rights with respect to the Company and its management, (iv) the Reporting Persons agree to vote all shares of Common Stock and Preferred Stock held by the Reporting Persons in favor of amending Article III(b) of the Certificate of Designations of the Preferred Stock so that that the right of holders of Preferred Stock to elect a majority of members of the Board of Directors of the Company will terminate upon the effectiveness of such vote or consent, and (v) the Reporting Persons waive their rights as holders of a majority of the outstanding shares of Preferred Stock to elect a majority of the Board of Directors pursuant to Article III(b) of the Certificate of Designations of the Preferred Stock. The New Stockholders Agreement also (a) provides for the grant by the Reporting Persons to the Company of an option (the “Option”) to purchase all of the remaining shares of Preferred Stock held by the Reporting Persons for a per share purchase price (the “Per Share Purchase Price”) equal to the greater of (i) $324.67 per share of Preferred Stock plus all accrued dividends and (ii) the highest price per share, excluding accrued dividends, paid by the Company to any holder of Preferred Stock not a party to the New Stockholders Agreement plus all accrued dividends, and (b) requires the Company to purchase on September 29, 2005 all shares of Preferred Stock then held by the Reporting Persons at the Per Share Purchase Price in the event that the Option has not been exercised for all shares of Preferred Stock held by the Reporting Persons before September 29, 2005 and to purchase shares of Preferred Stock held by the Reporting Persons prior to September 29, 2005 to the extent that the Company purchases shares of Preferred Stock held by any holder that is not a party to the New Stockholders Agreement. The New Stockholders Agreement further provides that, until the earlier of October 1, 2005 and the date on which there are no outstanding shares of Preferred Stock, the Reporting Persons and their affiliates will not (a) purchase or otherwise acquire beneficial ownership of any voting securities of the Company to the extent that, after giving effect to such purchase or acquisition, the Reporting Persons and such acquiring entities would beneficially own more than 15% of the outstanding voting securities of the Company or (b) take such other actions, including initiating, soliciting or encouraging certain acquisition proposals concerning the Company or the solicitation of proxies to vote any voting securities of the Company. The foregoing summary is qualified in its entirety by reference to

Page 18 of 67

 

the copy of the Termination Agreement filed herewith as Exhibit 3 and incorporated herein by reference and the New Stockholders Agreement filed herewith as Exhibit 4 and incorporated herein by reference.

     Except as described in Items 3 and 4, the Reporting Persons do not have any contracts, arrangements, understandings or relationships with any person with respect to any securities of the Company.

Item 7. Materials to be Filed as Exhibits.

Exhibit 1: Joint Filing Agreement, dated December 24, 2003
Exhibit 2: Share Repurchase Agreement, dated December 16, 2003
Exhibit 3: Termination Agreement, dated December 16, 2003
Exhibit 4: Stockholders Agreement, dated December 16, 2003

Page 19 of 67

 

SIGNATURES

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: December 24, 2003        
         
    Carlyle Partners II, L.P.
         
    By:   TC Group II, L.L.C., its general partner
    By:   TC Group, L.L.C., its managing member
    By:   TCG Holdings, L.L.C., its managing member
         
    By:   /s/ Daniel A. D’Aniello
       
        Name: Daniel A. D’Aniello
        Title: Managing Director
         
    Carlyle SBC Partners II, L.P.
         
    By:   TC Group II, L.L.C., its general partner
    By:   TC Group, L.L.C., its managing member
    By:   TCG Holdings, L.L.C., its managing member
         
    By:   /s/ Daniel A. D’Aniello
       
        Name: Daniel A. D’Aniello
        Title: Managing Director
         
    Carlyle International Partners II, L.P.
         
    By:   TC Group II, L.L.C., its general partner
    By:   TC Group, L.L.C., its managing member
    By:   TCG Holdings, L.L.C., its managing member
         
    By:   /s/ Daniel A. D’Aniello
       
        Name: Daniel A. D’Aniello
        Title: Managing Director
         
    Carlyle International Partners III, L.P.
         
    By:   TC Group II, L.L.C., its general partner
    By:   TC Group, L.L.C., its managing member
    By:   TCG Holdings, L.L.C., its managing member
         
    By:   /s/ Daniel A. D’Aniello
       
        Name: Daniel A. D’Aniello
        Title: Managing Director

Page 20 of 67

 

         
    C/S International Partners, L.P.
         
    By:   TC Group II, L.L.C., its general partner
    By:   TC Group, L.L.C., its managing member
    By:   TCG Holdings, L.L.C., its managing member
         
    By:   /s/ Daniel A. D’Aniello
       
        Name: Daniel A. D’Aniello
        Title: Managing Director
         
    Carlyle-GTSD Partners II, L.P.
         
    By:   TC Group, L.L.C., its managing member
    By:   TCG Holdings, L.L.C., its managing member
         
    By:   /s/ Daniel A. D’Aniello
       
        Name: Daniel A. D’Aniello
        Title: Managing Director
         
    TC Group, L.L.C.
         
    By:   TCG Holdings, L.L.C., its managing member
         
    By:   /s/ Daniel A. D’Aniello
       
        Name: Daniel A. D’Aniello
        Title: Managing Director
         
    TC Group II, L.L.C.
         
    By:   TC Group, L.L.C., its managing member
    By:   TCG Holdings, L.L.C., its managing member
         
    By:   /s/ Daniel A. D’Aniello
       
        Name: Daniel A. D’Aniello
        Title: Managing Director
         
    TCG Holdings, L.L.C.
         
    By:   /s/ Daniel A. D’Aniello
       
        Name: Daniel A. D’Aniello
        Title: Managing Director

Page 21 of 67

 

         
    CP II Investment Holdings, L.L.C.
         
    By:   TC Group Investment Holdings, L.P., its managing member
    By:   TCG Holdings II, L.P., its general partner
    By:   DBD Investors V, L.L.C., its general partner
         
    By:   /s/ Daniel A. D’Aniello
       
        Name: Daniel A. D’Aniello
        Title: Managing Director
         
    TC Group Investment Holdings, L.P.,
         
    By:   TCG Holdings II, L.P., its general partner
    By:   DBD Investors V, L.L.C., its general partner
         
    By:   /s/ Daniel A. D’Aniello
       
        Name: Daniel A. D’Aniello
        Title: Managing Director
         
    TCG Holdings II, L.P.
         
    By:   DBD Investors V, L.L.C., its general partner
         
    By:   /s/ Daniel A. D’Aniello
       
        Name: Daniel A. D’Aniello
        Title: Managing Director
         
    DBD Investors V, L.L.C.
         
    By:   /s/ Daniel A. D’Aniello
       
        Name: Daniel A. D’Aniello
        Title: Managing Director

Page 22 of 67