-----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, WzcjO4u+XTbR4IDq4Wmo1M9ioV8lp0dR8HNjDxV3jxrn4/8FluWF9QwKey4SK+8X FSBrDrzhi6I7BtB+JkrYww== 0000950112-96-003362.txt : 19960921 0000950112-96-003362.hdr.sgml : 19960921 ACCESSION NUMBER: 0000950112-96-003362 CONFORMED SUBMISSION TYPE: SC 13D/A PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 19960919 SROS: NONE GROUP MEMBERS: CHISHOLM PARTNERS II, L.P. GROUP MEMBERS: FLEET EQUITY PARTNERS VI, L.P. GROUP MEMBERS: FLEET FINANCIAL GROUP, INC. GROUP MEMBERS: FLEET GROWTH RESOURCES II, INC. GROUP MEMBERS: FLEET GROWTH RESOURCES, INC. GROUP MEMBERS: FLEET PRIVATE EQUITY CO., INC. GROUP MEMBERS: FLEET VENTURE RESOURCES INC GROUP MEMBERS: FLEET VENTURE RESOURCES, INC. GROUP MEMBERS: HABIB Y. GORGI GROUP MEMBERS: ROBERT M. VAN DEGNA GROUP MEMBERS: SILVERADO II, CORP. GROUP MEMBERS: SILVERADO II, L.P. GROUP MEMBERS: SILVERADO IV CORP. SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: ACC CORP CENTRAL INDEX KEY: 0000783233 STANDARD INDUSTRIAL CLASSIFICATION: TELEPHONE COMMUNICATIONS (NO RADIO TELEPHONE) [4813] IRS NUMBER: 161175232 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D/A SEC ACT: 1934 Act SEC FILE NUMBER: 005-37232 FILM NUMBER: 96632111 BUSINESS ADDRESS: STREET 1: 400 WEST AVENUE CITY: ROCHESTER STATE: NY ZIP: 14611 BUSINESS PHONE: 7169873000 MAIL ADDRESS: STREET 1: 400 WEST AVENUE CITY: ROCHESTER STATE: NY ZIP: 14611 FORMER COMPANY: FORMER CONFORMED NAME: AC TELECONNECT CORP DATE OF NAME CHANGE: 19870129 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: FLEET VENTURE RESOURCES INC CENTRAL INDEX KEY: 0000945731 STANDARD INDUSTRIAL CLASSIFICATION: [] IRS NUMBER: 050315508 STATE OF INCORPORATION: RI FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D/A BUSINESS ADDRESS: STREET 1: 111 WESTMINSTER STREET RI/MO/227 CITY: PROVIDENCE STATE: RI ZIP: 02903 BUSINESS PHONE: 4012786770 MAIL ADDRESS: STREET 1: 111 WESTMINSTER STREET RI/MO/227 CITY: PROVIDENCE STATE: RI ZIP: 02903 SC 13D/A 1 FLEET VENTURE RESOURCES, INC. SCHEDULE 13D CUSIP No. 000794107 Page 1 of 24 SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D Under the Securities Exchange Act of 1934 (Amendment No. 2) ACC Corp. --------- (Name of Issuer) Class A Common Stock, par value $.015 per share ----------------------------------------------- (Title of Class of Securities) 000794107 --------- (CUSIP Number) Robert M. Van Degna Fleet Equity Partners 50 Kennedy Plaza Providence, RI 02903 (401) 278-6770 - -------------------------------------------------------------------------------- (Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications) September 17, 1996 ------------------ (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 which is the subject of this Schedule 13D, and is filing this schedule because of Rule 13d-1 (b) (3) or (4), check the following box. Check the following box if a fee is being paid with the statement. (A fee is not required only if the reporting person: (1) has a previous statement on file reporting beneficial ownership of more than five percent of the class of securities described in Item 1; and (2) has filed no amendment subsequent thereto reporting beneficial ownership of five percent or less of such class.) (See Rule 13d-7) Note: Six copies of this statement, including all exhibits, should be filed with the Commission. See Rule 13d-1 (a) 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 liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes). SCHEDULE 13D CUSIP No. 000794107 Page 2 of 24 1. NAME OF REPORTING PERSON S.S. OR I.R.S. IDENTIFICATION NO. Fleet Venture Resources, Inc. TIN #: 05-0315508 2. CHECK THE APPROPRIATE BOX IF A MEMBER OF GROUP (a) (b) X 3. SEC USE ONLY 4. SOURCE OF FUNDS* Not Applicable 5. CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(D) OR 2(E) 6. CITIZENSHIP OR PLACE OF ORGANIZATION Rhode Island 7. SOLE VOTING POWER None 8. SHARED VOTING POWER 685,125 9. SOLE DISPOSITIVE POWER None 10. SHARED DISPOSITIVE POWER 685,125 11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 685,125 12. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES* 13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 4.0% 14. TYPE OF REPORTING PERSON CO SCHEDULE 13D CUSIP No. 000794107 Page 3 of 24 1. NAME OF REPORTING PERSON S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON Fleet Equity Partners VI, L.P. TIN #: 05-0481063 2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) (b) X 3. SEC USE ONLY 4. SOURCE OF FUNDS* Not Applicable 5. CHECK BOX 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 None 8. SHARED VOTING POWER 293,625 9. SOLE DISPOSITIVE POWER None 10. SHARED DISPOSITIVE POWER 293,625 11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 293,625 12. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES* 13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 1.7% 14. TYPE OF REPORTING PERSON* PN SCHEDULE 13D CUSIP No. 000794107 Page 4 of 24 1. NAME OF REPORTING PERSON S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON Fleet Growth Resources II, Inc. TIN #: 05-0481064 2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) (b) X 3. SEC USE ONLY 4. SOURCE OF FUNDS* Not Applicable 5. CHECK BOX 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 None 8. SHARED VOTING POWER 293,625 9. SOLE DISPOSITIVE POWER None 10. SHARED DISPOSITIVE POWER 293,625 11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 293,625 12. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES* 13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 1.7% 14. TYPE OF REPORTING PERSON* CO SCHEDULE 13D CUSIP No. 000794107 Page 5 of 24 1. NAME OF REPORTING PERSON S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON Fleet Growth Resources, Inc. TIN #: 05-0401134 2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) (b) X 3. SEC USE ONLY 4. SOURCE OF FUNDS* Not Applicable 5. CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(D) OR 2(E) 6. CITIZENSHIP OR PLACE OF ORGANIZATION Rhode Island 7. SOLE VOTING POWER None 8. SHARED VOTING POWER 293,625 9. SOLE DISPOSITIVE POWER None 10. SHARED DISPOSITIVE POWER 293,625 11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 293,625 12. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES* 13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 1.7% 14. TYPE OF REPORTING PERSON* CO SCHEDULE 13D CUSIP No. 000794107 Page 6 of 24 1. NAME OF REPORTING PERSON S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON Silverado IV Corp. TIN #: 05-0481110 2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) (b) X 3. SEC USE ONLY 4. SOURCE OF FUNDS* Not Applicable 5. CHECK BOX 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 None 8. SHARED VOTING POWER 293,625 9. SOLE DISPOSITIVE POWER None 10. SHARED DISPOSITIVE POWER 293,625 11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 293,625 12. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES* 13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 1.7% 14. TYPE OF REPORTING PERSON* CO SCHEDULE 13D CUSIP No. 0007946107 Page 7 of 24 1. NAME OF REPORTING PERSON S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON Fleet Private Equity Co., Inc. TIN #: 05-0471718 2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) (b) X 3. SEC USE ONLY 4. SOURCE OF FUNDS* Not Applicable 5. CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(D) OR 2(E) 6. CITIZENSHIP OR PLACE OF ORGANIZATION Rhode Island 7. SOLE VOTING POWER None 8. SHARED VOTING POWER 978,750 9. SOLE DISPOSITIVE POWER None 10. SHARED DISPOSITIVE POWER 978,750 11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 978,750 12. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES* 13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 5.7% 14. TYPE OF REPORTING PERSON* CO SCHEDULE 13D CUSIP No. 000794107 Page 8 of 24 1. NAME OF REPORTING PERSON S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON Chisholm Partners II, L.P. TIN #: 05-0474058 2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) (b) X 3. SEC USE ONLY 4. SOURCE OF FUNDS* Not Applicable 5. CHECK BOX 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 None 8. SHARED VOTING POWER 108,750 9. SOLE DISPOSITIVE POWER None 10. SHARED DISPOSITIVE POWER 108,750 11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 108,750 12. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES* 13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 0.6% 14. TYPE OF REPORTING PERSON* PN SCHEDULE 13D CUSIP No. 000794107 Page 9 of 24 1. NAME OF REPORTING PERSON S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON Silverado II, L.P. TIN #: 05-0474036 2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) (b) X 3. SEC USE ONLY 4. SOURCE OF FUNDS* Not Applicable 5. CHECK BOX 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 None 8. SHARED VOTING POWER 108,750 9. SOLE DISPOSITIVE POWER None 10. SHARED DISPOSITIVE POWER 108,750 11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 108,750 12. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES* 13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 0.6% 14. TYPE OF REPORTING PERSON* PN SCHEDULE 13D CUSIP No. 000794107 Page 10 of 24 1. NAME OF REPORTING PERSON S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON Silverado II, Corp. TIN #: 05-0474043 2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) (b) X 3. SEC USE ONLY 4. SOURCE OF FUNDS* Not Applicable 5. CHECK BOX 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 None 8. SHARED VOTING POWER 108,750 9. SOLE DISPOSITIVE POWER None 10. SHARED DISPOSITIVE POWER 108,750 11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 108,750 12. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES* 13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 0.6% 14. TYPE OF REPORTING PERSON* CO SCHEDULE 13D CUSIP No. 000794107 Page 11 of 24 1. NAME OF REPORTING PERSON S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON Fleet Financial Group, Inc. 2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) (b) X 3. SEC USE ONLY 4. SOURCE OF FUNDS* Not Applicable 5. CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(D) OR 2(E) 6. CITIZENSHIP OR PLACE OF ORGANIZATION Rhode Island 7. SOLE VOTING POWER None 8. SHARED VOTING POWER 978,750 9. SOLE DISPOSITIVE POWER None 10. SHARED DISPOSITIVE POWER 978,750 11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 978,750 12. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES* 13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 5.7% 14. TYPE OF REPORTING PERSON* CO SCHEDULE 13D CUSIP No. 000794107 Page 12 of 24 1. NAME OF REPORTING PERSON S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON Robert M. Van Degna 2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) (b) X 3. SEC USE ONLY 4. SOURCE OF FUNDS* Not Applicable 5. CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(D) OR 2(E) 6. CITIZENSHIP OR PLACE OF ORGANIZATION Rhode Island 7. SOLE VOTING POWER 7,500 8. SHARED VOTING POWER 1,087,500 9. SOLE DISPOSITIVE POWER 7,500 10. SHARED DISPOSITIVE POWER 1,087,500 11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 1,095,000 12. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES* 13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 6.4% 14. TYPE OF REPORTING PERSON* IN SCHEDULE 13D CUSIP No. 000794107 Page 13 of 24 1. NAME OF REPORTING PERSON S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON Habib Y. Gorgi 2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) (b) X 3. SEC USE ONLY 4. SOURCE OF FUNDS* Not Applicable 5. CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(D) OR 2(E) 6. CITIZENSHIP OR PLACE OF ORGANIZATION Rhode Island 7. SOLE VOTING POWER NONE 8. SHARED VOTING POWER 1,087,500 9. SOLE DISPOSITIVE POWER NONE 10. SHARED DISPOSITIVE POWER 1,087,500 11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 1,087,500 12. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES* 13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 6.3% 14. TYPE OF REPORTING PERSON* IN SCHEDULE 13D CUSIP No. 000794107 Page 14 of 24 Item 1. Security and Issuer This Amendment No. 2 to the Statement on Schedule 13D originally filed on May 31, 1995 and as amended by Amendment No. 1 to Schedule 13D filed on February 14, 1996 (the "Statement") is being filed with the Securities and Exchange Commission (the "Commission") by the reporting persons identified in Item 2 below (collectively, the "Reporting Persons") by virtue of their direct and indirect beneficial ownership of shares of Class A Common Stock, par value $.015 per share (the "Class A Common Stock") of ACC Corp., a Delaware corporation (the "Company") as a result of their ownership of Series A Preferred Stock, par value $1.00 per share (the "Series A Preferred Stock") and warrants to purchase Class A Common Stock (the "Common Stock Warrants"), pursuant to Rule 13d-2 promulgated under the Securities Exchange Act of 1934, as amended. The primary purpose of this Amendment No. 2 to Schedule 13D is to reflect the Reporting Persons intention to sell shares of Class A Common Stock in a public offering registered under the Securities Act of 1933, as amended (the "Proposed Offering"). This Statement also reflects a three-for-two stock dividend on the Class A Common Stock, which was distributed on August 8, 1996 to all holders of record on July 3, 1996. The Statement hereby is amended as follows: Item 2. Identity and Background. (a) This Statement is being filed jointly by the following parties; (I) Fleet Venture Resources, Inc., a Rhode Island corporation ("FVRI"), by virtue of its direct beneficial ownership of Class A Common Stock (ii) Fleet Private Equity Co., Inc., a Rhode Island Corporation ("FPEC"), by virtue of its ownership of all the outstanding Common Stock of each of FVRI and Fleet Growth Resources, Inc., a Rhode Island corporation ("FGR"), (iii) Fleet Financial Group, Inc., a Rhode Island corporation ("FFGI"), by virtue of its ownership of all the outstanding common stock of FPEC, (iv) Fleet Equity Partners VI, L.P a limited partnership organized under the laws of Delaware ("FEP"), by virtue of its direct beneficial ownership of Class A Common Stock, (v) Fleet Growth Resources, II, Inc., a Delaware corporation ("FGRII"), as a general partner of FEP, (vi) FGR, by virtue of its ownership of all the outstanding common stock of FGRII, (vii) Silverado IV Corp., a Delaware corporation ("SCIV"), as a general partner of FEP, (viii) Chisholm Partners II, L.P., a limited partnership organized under the laws of Delaware ("CP"), by virtue of its direct beneficial ownership of Class A Common Stock, (ix) Silverado II, L.P., a limited partnership organized under the laws of Delaware ("SLP"), as the sole general partner of CP, (x) Silverado II Corp., a Delaware corporation ("SCII"), by virtue of its ownership of all the common stock of SLP, (xi) Robert M. Van Degna ("RMVD"), an individual, by virtue of his direct beneficial ownership of 7,500 Class A Common Stock and indirect beneficial ownership of the shares of Class A Common Stock held by FVRI, FEP and CP, and (xiii) Habib Y. Gorgi ("HYG"), an individual, by virtue of his indirect beneficial ownership of the shares of Class A Common Stock held by FVRI, FEP, and CP. The foregoing entities are collectively referred to herein as the "Reporting Persons". Information with respect to each of the Reporting Persons is given solely by such Reporting Person, and no Reporting Person assumes responsibility for the accuracy or completeness of information furnished by another Reporting Person. By their signature of this Statement, each of the Reporting Persons agrees that this Statement is filed on behalf of such Reporting Person. Certain information required by this Item 2 concerning directors, executives officers and general partners of the Reporting Persons is set forth on Schedule A attached hereto, which is incorporated herein by reference. (b) The principal business address of each of FPEC, FVRI, FGR, FGRII, SCIV, CP, SLP and SCII is 50 Kennedy Plaza, Providence, Rhode Island 02903. The principal business address SCHEDULE 13D CUSIP No. 000794107 Page 15 of 24 of FFGI is 1 Federal Street, Boston, Massachusetts 02110. The principal residence of RMVD is 355 Kent Drive, East Greenwich, Rhode Island, 02818. The principal residence of HYG is 95 Tamarack Drive, East Greenwich, Rhode Island 02818. (C) The principal business of each FEP, SCIV, FGRII, (a wholly owned subsidiary of FGR) and FGR is making and managing private equity investments, and in the case of SCIV and FGRII, acting as the general partners of FEP. FPEC is a wholly owned subsidiary of FFGI and is principally engaged in the business of making and managing private equity investments, FFGI is principally engaged in the business of providing diversified financial services, including services related to commercial banking, consumer banking, investment services, asset collection and management services to its subsidiaries, financial institutions and individuals. The principal business of each CP, SLP and SCII is making and managing private equity investments and, in the case of SLP serving as the sole general partner of CP, and, in the case of SCII, serving as the sole general partner of SLP. The principal occupation of RMVD is Chairman and CEO of FPEC, FVRI, FGR, FGRII, Chairman, CEO and Treasurer of SCII, and SCIV, conducting the principal businesses of each which are described above. The principal occupation of HYG is President of FPEC, FVRI, FGR, FGRII, President and Secretary of SCII and SCIV, conducting the principal businesses of each of which are described above. (d) During the part five years, none of the Reporting Persons nor, to the best knowledge of such persons, any of the persons named in Schedule A to this Statement, has been convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors). (e) During the past five years, none of the Reporting Persons nor, to the best knowledge of such persons, any of the persons named in Schedule A to this Statement, was a party to a civil proceeding of a judicial or administrative body of competent jurisdiction as a result of which such person was or is subject to a judgement, decree or final order enjoining future violation of, or prohibiting or mandating activity subject to, federal or state securities laws or finding any violation with respect to such laws. (f) RMVD is a citizen of the United States. HYG is a citizen of the United States. Item 3. Source and Amount of Funds or Other Consideration. Not Applicable Item 4. Purpose of Transaction On September 9, 1996, FVRI, EEP and CP (collectively, the "Investors") exercised their rights under a Registration Agreement, dated as of May 22, 1995, between the Company and the Investors and caused the Company to file with the Commission a registration statement on Form S-3 (the "Registration Statement") for the offering and sale of up to 1,087,500 shares of Class A Common Stock which may be issued to the Investors or their permitted transferees upon the election of the Investors or their permitted transferees to (i) convert their shares of Series A Preferred Stock into 937,500 shares of Class A Common Stock and (ii) to exercise the Common Stock Warrants for 150,000 shares of Class A Common Stock. The Registration Statement was filed on September 17, 1996. SCHEDULE 13D CUSIP No. 000794107 Page 16 of 24 The Investors intend to sell the 1,087,500 shares of Class A Common Stock issuable upon the conversion of the Series A Preferred Stock and exercise the Common Stock Warrants to the public through Morgan Stanley & Co. Incorporated ("Morgan Stanley") and Wheat, First Securities, Inc. ("Wheat") in a firm commitment underwriting offering. The Investors plan to sell the Common Stock Warrants directly to Morgan Stanley and Wheat, who will resell the shares issuable upon the exercise of the Common Stock Warrants to the public along with the 937,500 shares of Class A Common Stock purchased from the Investors. The Proposed Offering is scheduled to be completed by October 15, 1996. To date, no definitive agreements have been executed by the Investors and Morgan Stanley and Wheat and therefore no assurance can be given that the Proposed Offering will be completed, or if completed, on the terms set forth herein. Item 5. Interest in Securities of the Issuer Fleet Venture Resources, Inc. 685,125 (2) (4) 3.9% Fleet Equity Partners VI, L.P. 293,625 (2) (4) 1.7% Fleet Growth Resources II, Inc. 293,625 (2) (4) 1.7% Fleet Growth Resources, Inc. 293,625 (2) (4) 1.7% Silverado IV Corp. 293,625 (2) (4) 1.7% Fleet Private Equity Co., Inc. 978,750 (2) (4) 5.7% Chisholm Partners II, L.P. 108,750 (2) (4) 0.6% Silverado II, L.P. 108,750 (2) (4) 0.6% Silverado II Corp. 108,750 (2) (4) 0.6% Fleet Financial Group, Inc. 978,750 (2) (4) 5.7% Robert M. Van Degna 1,095,000 (2) (4) 6.4% Habib Y. Gorgi 1,087,500 (2) (4) 6.3% (1) The filing of this Statement shall not be construed as an admission by any Reporting Person that, for the purposes of 13(d) or 13(g) of the Act, such Reporting Person is the beneficial owner of any securities covered by this Statement other than securities owned of record by such Reporting Person. (2) These shares of Common Stock are not presently outstanding. However, they are issuable upon conversion of the Series A Preferred, exercise of the Warrants, and exercise of the Non-Employee Director Stock Options. (3) Based on 15,298,347 shares of Class A Common Stock deemed outstanding after giving effect to the three-for-two stock split of the Class A Common Stock (17,149,876 assuming full conversion of the Series A Preferred Stock, the Common Stock Warrants and the Non-Employee Director Stock Options), as reported in the Company's report on Form 10-Q. (4) Fleet Venture Resources, Inc. owns of record 6,300 Series A Preferred Stock and 94,500 Common Stock Warrants, which, after giving effect to the three-for-two stock split, in aggregate are convertible/exercisable into 685,125 shares of Class A Common Stock. In addition, Fleet Venture Resources, Inc. owns 590,625 Contingent Common Stock Warrants which are exercisable only if the Series A Preferred Stock is not converted into shares of common stock. SCHEDULE 13D CUSIP No. 000794107 Page 17 of 24 FLEET EQUITY PARTNERS VI, L.P. owns of record 2,700 Series A Preferred Stock and 40,500 Common Stock Warrants, which, after giving effect to the three-for-two stock split, in aggregate are convertible/exercisable into 293,625 shares of Class A Common stock. In addition, Fleet Equity Partners VI, L.P. owns 253,125 Contingent Common Stock Warrants which are exercisable only if the Series A Preferred Stock is not converted into shares of common stock. FLEET GROWTH RESOURCES II, INC. is a General Partner of Fleet Equity Partners VI, L.P., and as such may be deemed to possess indirect beneficial ownership of the shares of Class A Common Stock deemed beneficially held by Fleet Equity Partners VI, L.P. FLEET GROWTH RESOURCES, INC. owns all of the outstanding common stock of Fleet Growth Resources II, Inc., and as such may be deemed to possess indirect beneficial ownership of the shares of Class A Common Stock deemed beneficially held by Fleet Equity Partners VI, L.P. Silverado IV Corp. is a General Partner of Fleet Equity Partners VI, L.P., and as such may be deemed to possess indirect beneficial ownership of the shares of Class A Common Stock deemed beneficially held by Fleet Equity Partners VI, L.P. FLEET PRIVATE EQUITY CO., INC. owns all of the outstanding common stock of Fleet Venture Resources, Inc. and Fleet Growth Resources, Inc., and as such may be deemed to possess indirect beneficial ownership of the shares of Class A Common Stock deemed beneficially held by Fleet Venture Resources, Inc. and Fleet Equity Partners VI, L.P. SILVERADO II CORP. is the General Partner of Silverado II, L.P. which is the General Partner of Chisholm Partners II, L.P. and as such may be deemed to possess indirect beneficial ownership of the shares of Class A Common Stock deemed beneficially held by Chisholm Partners II, L.P. SILVERADO II. L.P. is the General Partner of Chisholm Partners II, L.P., as such may be deemed to possess indirect beneficial ownership of the shares of Class A Common Stock deemed beneficially held by Chisholm Partners II, L.P. CHISHOLM PARTNERS II, L.P. owns of record 1,000 Series A Preferred Stock and 15,000 Common Stock Warrants, which, after giving effect to the three- for-two stock split, in aggregate are convertible/exercisable into 108,750 shares of Class A Common Stock. In addition, Chisholm Partners II, L.P. owns 93,750 Contingent Common Stock Warrants which are exercisable only if the Series A Preferred Stock is not converted into shares of common stock. FLEET FINANCIAL GROUP, INC. owns all of the outstanding common stock of Fleet Private Equity Co., Inc., which owns Fleet Venture Resources, Inc. and Fleet Growth Resources, Inc., and by virtue of the relationships previously described, may thus be deemed to possess indirect beneficial ownership of the shares of Class A Common Stock deemed beneficially held by Fleet Venture Resources, Inc. and Fleet Growth Resources, Inc. ROBERT M. VAN DEGNA owns of record 7,500 Non-Employee Director Stock Options which are convertible into 7,500 shares of Class A Common Stock. In addition, Robert M. Van Degna owns 7,500 Non-Employee Director Stock Options which are not exercisable until June 14, 1997. Mr. Van Degna also has shared investment and voting power with respect to the 1,087,500 shares of Class A Common Stock issuable to FVRI, FEP and CP upon the conversion of their Series A Preferred Stock and exercise of their Common Stock Warrants. Mr. Van Degna disclaims beneficial ownership of the shares of Class A Common Stock issuable to these entities, except for his limited partnership interest in FEP and in the general partner of CP. Habib Y. Gorgi has shared investment and voting power with respect to the 1,087,500 shares of Class A Common Stock issuable to FVRI, FEP and CP upon the conversion of their Series A Preferred Stock and exercise of their Common Stock Warrants. Mr. Gorgi disclaims beneficial ownership of the shares of Class A Common Stock issuable to these entities, except for his limited partnership interest in FEP and in the general partner of CP. Item 6. Contracts, Arrangements, Understandings or Relationships with Respect to Securities of the Issuer. Except as set forth in the previous Filing and as set forth in the September 17, 1996 Registration Statement on Form S-3, none of the Reporting Persons has any contract, arrangement, understanding or relationship (legal or otherwise) with any person with respect to securities of the Company, including but not limited to, transfer or voting of any of the Company securities, finder's fees, joint ventures, loan or option arrangements, puts or calls, guarantees of profits, division of profits or loss, or the giving or withholding of proxies. SCHEDULE 13D CUSIP No. 000794107 Page 18 of 24 Item 7. Materials to be Filed as Exhibits. None. SCHEDULE 13D CUSIP No. 000794107 Page 19 of 24 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. September 17, 1996 FLEET VENTURE RESOURCES, INC. /s/ Robert M. Van Degna _________________________ By Robert M. Van Degna Its Chairman & CEO SCHEDULE 13D CUSIP No. 000794107 Page 20 of 24 Schedule A Set forth below are the names and present principal occupations of each of the executive officers and directors of FEP, SCIV, FGRII, FGR, FVRI, FPEC, CP and SCII. Except as otherwise set forth below, the principal business address of each such person is 50 Kennedy Plaza, Providence, Rhode Island 02903. All of the persons listed below are United States citizens. I. Directors and Executive Officers of FPEC, FVRI, FGR, FGRII.
(A) Directors Principal Occupation Robert M. Van Degna Chairman and CEO, FPEC Habib Y. Gorgi President, FPEC H. Jay Sarles Vice Chairman, FFGI Brian T. Moynihan Vice President, FFGI Douglas L. Jacobs Vice President, FFGI (B) Executive Officers Principal Occupation Robert M. Van Degna Chairman and CEO, FPEC Habib Y. Gorgi President, FPEC Riordon B. Smith Senior Vice President, FPEC Michael A. Gorman Vice President, FPEC Cynthia L. Balasco Vice President, Assistant Secretary, Controller and CFO, FPEC Paula M. Gianlorenzo Assistant Vice President, FPEC Thadeus J. Mocarski Vice President, FPEC Bernard V. Buonnano, III Assistant Vice President, FPEC Gregory M. Barr Investment Officer, FPEC Brian T. Moynihan Assistant Secretary, FPEC Kathleen A. Lawson Secretary, FPEC Richard R. Pannone Treasurer, FPEC II. Directors and Executive Officers of SCII. (A) Directors Principal Occupation Robert M. Van Degna Chairman and CEO, Treasurer, and Director, SCII Habib Y. Gorgi President, Secretary, and Director, SCII
SCHEDULE 13D CUSIP No. 000794107 Page 21 of 24 III. Directors and Executive Officers of SCIV.
(A) Directors Principal Occupation Robert M. Van Degna Chairman and CEO, Treasurer and Director, SCIV Habib Y. Gorgi President, Secretary and Director, SCIV (B) Executive Officers Principal Occupation Robert M. Van Degna Chairman and CEO, Treasurer and Director, SCIV Habib Y. Gorgi President, Secretary and Director, SCIV
IV. Directors and Executive Officers of FFGI. (A) Directors Principal Occupation/Address Joel B. Alvord Chairman Fleet Financial Group, Inc. 1 Federal Street Boston, MA 02110 William Barnet, III President and CEO William Barnet & Son, Inc. P.O. Box 131 1300 Hayne Street Arcadia, SC 20320 Bradford R. Boss Chairman A.T. Cross Company One Albion Road Lincoln, RI 02865 Stillman B. Brown President Harcott Corporation 196 Trumball Street, 4th Floor Hartford, CT 06103 Paul J. Choquette, Jr. President Gilbane Building Company Seven Jackson Walkway Providence, RI 02940 John T. Collins Chairman and CEO The Collins Group, Inc. Two International Place, Floor 27 Boston, MA 02110 SCHEDULE 13D CUSIP No. 000794107 Page 22 of 24 Bernard M. Fox Chairman, President and CEO Northeast Utilities P.O. Box 270 Hartford, CT 06141 James F. Hardymon Chairman and CEO Textron Inc. 40 Westminster Street Providence, RI 02903 Robert M. Kavner Managing Director Kavner & Associates 9830 Wilshire Boulevard Beverly Hills, CA 90212 Raymond C. Kennedy Chairman Kendell Holdings, Inc. 745 Warren Street Hudson, NY 12534 Robert J. Matura Chairman and CEO Robert J. Matura Associates 84 Lynam Road Stamford, CT 06903 Arthur C. Milot Private Investor P.O. Box 456 Jamestown, RI 02835 Terrence Murray President and CEO Fleet Financial Group, Inc. 1 Federal Street Boston, MA 02110 Thomas D. O'Connor, Sr. Chairman and CEO Mohawk Paper Mills, Inc. 465 Saratoga Street P.O. Box 497 Cohoes, NY 12047 Michael B. Picotte Managing General Partner and CEO The Picotte Companies 20 Corporate Woods Blvd. Suite 600 Albany, NY 12211 Lois D. Rice Guest Scholar Program in Economic Studies Brookings Institution 2332 Massachusetts Avenue, N.W. Washington, D.C. 20008 SCHEDULE 13D CUSIP No. 000794107 Page 23 of 24 John R. Riedman Chairman Reidman Corp. Reidman Tower 45 East Avenue Rochester, NY 14604 John S. Scott Retired Chairman Richardson-Vicks Inc. 1191 Smith Ridge Road New Canaan, CT 06840 Samuel O. Thier CEO Partners Healthcare System, Inc. Prudential Tower - 11th Floor 800 Boylston Street Boston, MA 02199 Paul R. Tregurtha Chairman and CEO Mormac Marine Group, Inc. Three Landmark Square Stamford, CT 06901 (B) Executive Officers Principal Occupation/Business Address Joel B. Alvord Chairman Fleet Financial Group, Inc. 1 Federal Street Boston, MA 02110 David L. Eyles Executive Vice President and Chief Credit Policy Officer Fleet Financial Group, Inc. 777 Main Street Hartford, CT 06115 Anne M. Ficucane Senior Vice President Fleet Financial Group, Inc. 1 Federal Street Boston, MA 02110 Robert B. Hedges, Jr. Senior Vice President Fleet Financial Group, Inc. 1 Federal Street Boston, MA 02110 Robert J. Higgins Vice Chairman Fleet Financial Group, Inc. 50 Kennedy Plaza Providence, RI 02903 SCHEDULE 13D CUSIP No. 000794107 Page 24 of 24 Eugene M. McQuade Executive Vice President and CEO Fleet Financial Group, Inc. 1 Federal Street Boston, MA 02110 Brian T. Moynihan Managing Director, Strategic Planning and Corporate Development Fleet Financial Group, Inc. 1 Federal Street Boston, MA 02110 Terrence Murray President and CEO Fleet Financial Group, Inc. 1 Federal Street Boston, MA 02110 William C. Mutterperl Senior Vice President, Secretary and General Counsel Fleet Financial Group, Inc. 1 Federal Street Boston, MA 02110 Gunnar S. Overstrom, Jr. Vice Chairman Fleet Financial Group, Inc. 777 Main Street Hartford, CT 06115 H. Jay Sarles Vice Chairman Fleet Financial Group, Inc. 1 Federal Street Boston, MA 02110 Anne M. Slattery Senior Vice President Fleet Financial Group, Inc. 777 Main Street Hartford, CT 06115 M. Anne Szostak Senior Vice President Fleet Financial Group, Inc. 50 Kennedy Plaza Providence, RI 02903 Michael R. Zucchini Vice Chairman Fleet Financial Group, Inc. 50 Kennedy Plaza Providence, RI 02903 -----END PRIVACY-ENHANCED MESSAGE-----