-----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, S60Tn91+vdsoYI7o/Rw2fchtHpEZr4ymQ/XY+Ed6m5YVtNJsCLv5BejMsb2SKWfM oLgzu0NjSQkHPSy8L5EUxw== 0001047469-99-005428.txt : 19990215 0001047469-99-005428.hdr.sgml : 19990215 ACCESSION NUMBER: 0001047469-99-005428 CONFORMED SUBMISSION TYPE: SC 13G PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 19990212 GROUP MEMBERS: CHISHOLM PARTNERS III, L.P. GROUP MEMBERS: FLEET EQUITY PARTNERS VI, L.P. 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: HABIB Y. GORGI GROUP MEMBERS: KENNEDY PLAZA PARTNERS GROUP MEMBERS: ROBERT M. VAN DEGNA GROUP MEMBERS: SILVERADO III CORP. GROUP MEMBERS: SILVERADO III, L.P. GROUP MEMBERS: SILVERADO IV CORP SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: EXODUS COMMUNICATIONS INC CENTRAL INDEX KEY: 0001013740 STANDARD INDUSTRIAL CLASSIFICATION: TELEPHONE COMMUNICATIONS (NO RADIO TELEPHONE) [4813] IRS NUMBER: 770403076 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13G SEC ACT: SEC FILE NUMBER: 005-55621 FILM NUMBER: 99536954 BUSINESS ADDRESS: STREET 1: 2650 SAN TOMAS EXPRESSWAY CITY: SANTA CLARA STATE: CA ZIP: 95051 BUSINESS PHONE: 4083462200 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 13G BUSINESS ADDRESS: STREET 1: 50 KENNEDY PLAZA RI MD F12C CITY: PROVIDENCE STATE: RI ZIP: 02903 BUSINESS PHONE: 4012786770 MAIL ADDRESS: STREET 1: 50 KENNEDY PLAZA RI MD F12C CITY: PROVIDENCE STATE: RI ZIP: 02903 SC 13G 1 SC 13G SCHEDULE 13G CUSIP No. 302088109 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 Exodus Communications, Inc. --------------------------- (Name of Issuer) Common Stock ------------ (Title of Class of Securities) 302088109 --------- (CUSIP Number) March 18, 1998 -------------- Date of Event Which Requires Filing of this Statement Check the appropriate box to designate the rule pursuant to which this Schedule is filed: [ ] Rule 13d-1(b) [ ] Rule 13d-1(c) [X]Rule 13d-1(d) The information required in the remainder of this cover page shall not be deemed to be "filed" for the purpose of Section 18 of the Securities Exchange Act of 1934 ("Act") or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes). SCHEDULE 13G CUSIP No. 302088109 1. NAME OF REPORTING PERSON S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON Fleet Venture Resources, Inc. TIN#: 05-0315508 2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) [ ] (b) [ X ] 3. SEC USE ONLY 4. CITIZENSHIP OR PLACE OF ORGANIZATION Rhode Island 5. NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH SOLE VOTING POWER None. 6. NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH SHARED VOTING POWER. 100,877 7. NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH SOLE DISPOSITIVE POWER. None. 8. NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH SHARED DISPOSITIVE POWER. 100,877 9. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON. 100,877 10. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES [ ] 11. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9 0.5% 12. TYPE OF REPORTING PERSON CO SCHEDULE 13G CUSIP No. 302088109 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. CITIZENSHIP OR PLACE OF ORGANIZATION Delaware 5. NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH SOLE VOTING POWER None. 6. NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH SHARED VOTING POWER. 43,233 7. NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH SOLE DISPOSITIVE POWER. None. 8. NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH SHARED DISPOSITIVE POWER. 43,233 9. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON. 43,233 10. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES [ ] 11. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9 0.2% 12. TYPE OF REPORTING PERSON PN SCHEDULE 13G CUSIP No. 302088109 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. CITIZENSHIP OR PLACE OF ORGANIZATION Delaware 5. NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH SOLE VOTING POWER None. 6. NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH SHARED VOTING POWER. 43,233 7. NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH SOLE DISPOSITIVE POWER. None. 8. NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH SHARED DISPOSITIVE POWER. 43,233 9. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON. 43,233 10. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES [ ] 11. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9 0.2% 11. TYPE OF REPORTING PERSON CO SCHEDULE 13G CUSIP No. 302088109 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. CITIZENSHIP OR PLACE OF ORGANIZATION Rhode Island 5. NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH SOLE VOTING POWER None. 6. NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH SHARED VOTING POWER. 43,233 7. NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH SOLE DISPOSITIVE POWER. None. 8. NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH SHARED DISPOSITIVE POWER. 43,233 9. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON. 43,233 10. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES [ ] 11. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9 0.2% 12. TYPE OF REPORTING PERSON CO SCHEDULE 13G CUSIP No. 302088109 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. CITIZENSHIP OR PLACE OF ORGANIZATION Delaware 5. NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH SOLE VOTING POWER None. 6. NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH SHARED VOTING POWER. 43,233 7. NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH SOLE DISPOSITIVE POWER. None. 8. NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH SHARED DISPOSITIVE POWER. 43,233 9. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON. 43,233 10. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES 11. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9 0.2% 12. TYPE OF REPORTING PERSON CO SCHEDULE 13G CUSIP No. 302088109 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. CITIZENSHIP OR PLACE OF ORGANIZATION Rhode Island 5. NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH SOLE VOTING POWER None. 6. NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH SHARED VOTING POWER. 144,110 7. NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH SOLE DISPOSITIVE POWER. None. 8. NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH SHARED DISPOSITIVE POWER. 144,110 9. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON. 144,110 10. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES 11. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9 0.7% 12. TYPE OF REPORTING PERSON CO SCHEDULE 13G CUSIP No. 302088109 1. NAME OF REPORTING PERSON S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON Chisholm Partners III, L.P. TIN#: 05-0491430 2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) [ ] (b) [ X ] 3. SEC USE ONLY 4. CITIZENSHIP OR PLACE OF ORGANIZATION Delaware 5. NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH SOLE VOTING POWER None. 6. NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH SHARED VOTING POWER. 36,702 7. NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH SOLE DISPOSITIVE POWER. None. 8. NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH SHARED DISPOSITIVE POWER. 36,702 9. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON. 36,702 10. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES [ ] 11. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9 0.2% 12. TYPE OF REPORTING PERSON PN SCHEDULE 13G CUSIP No. 302088109 1. NAME OF REPORTING PERSON S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON Silverado III Corp. TIN#: 05-0488882 2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) [ ] (b) [ X ] 3. SEC USE ONLY 4. CITIZENSHIP OR PLACE OF ORGANIZATION Delaware 5. NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH SOLE VOTING POWER None. 6. NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH SHARED VOTING POWER. 36,702 7. NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH SOLE DISPOSITIVE POWER. None. 8. NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH SHARED DISPOSITIVE POWER. 36,702 9. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON. 36,702 10. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES 11. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9 0.2% 12. TYPE OF REPORTING PERSON CO SCHEDULE 13G CUSIP No. 302088109 1. NAME OF REPORTING PERSON S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON Silverado III, L.P. TIN#: 05-0491418 2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) [ ] (b) [ X ] 3. SEC USE ONLY 4. CITIZENSHIP OR PLACE OF ORGANIZATION Delaware 5. NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH SOLE VOTING POWER None. 6. NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH SHARED VOTING POWER. 36,702 7. NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH SOLE DISPOSITIVE POWER. None. 8. NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH SHARED DISPOSITIVE POWER. 36,702 9. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON. 36,702 10. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES\ [ ] 11. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9 0.2% 12. TYPE OF REPORTING PERSON PN SCHEDULE 13G CUSIP No. 302088109 1. NAME OF REPORTING PERSON S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON Kennedy Plaza Partners TIN#: 05-0489106 2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) [ ] (b) [ X ] 3. SEC USE ONLY 4. CITIZENSHIP OR PLACE OF ORGANIZATION Rhode Island 5. NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH SOLE VOTING POWER None. 6. NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH SHARED VOTING POWER. 2,699 7. NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH SOLE DISPOSITIVE POWER. None. 8. NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH SHARED DISPOSITIVE POWER. 2,699 9. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON. 2,699 11. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES [ ] 11. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9 0.01% 12. TYPE OF REPORTING PERSON PN SCHEDULE 13G CUSIP No. 302088109 1. NAME OF REPORTING PERSON Robert M. Van Degna S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON 2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) [ ] (b) [ X ] 3. SEC USE ONLY 4. CITIZENSHIP OR PLACE OF ORGANIZATION Rhode Island 5. NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH SOLE VOTING POWER None 6. NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH SHARED VOTING POWER. 183,511 7. NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH SOLE DISPOSITIVE POWER. None 8. NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH SHARED DISPOSITIVE POWER. 183,511 9. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON. 183,511 10. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES [ ] 11. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9 0.9% 12. TYPE OF REPORTING PERSON* IN SCHEDULE 13G CUSIP No. 302088109 1. NAME OF REPORTING PERSON Habib Y. Gorgi S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON 2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) [ ] (b) [ X ] 3. SEC USE ONLY 4. CITIZENSHIP OR PLACE OF ORGANIZATION Rhode Island 5. NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH SOLE VOTING POWER None 6. NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH SHARED VOTING POWER. 183,511 7. NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH SOLE DISPOSITIVE POWER. None 8. NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH SHARED DISPOSITIVE POWER. 183,511 9. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON. 183,511 10. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES [ ] 11. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9 0.9% 12. TYPE OF REPORTING PERSON* IN SCHEDULE 13G CUSIP No. 302088109 Item 1) Name of Issuer: Exodus Communications, Inc. Item 1b) Address of Issuer's Principal Executive Offices: 2650 San Tomas Expressway Santa Clara, CA 95051 Item 2a) Name of Persons Filing: 1) Fleet Venture Resources, Inc. 2) Fleet Equity Partners VI, L.P. 3) Fleet Growth Resources II, Inc. 4) Fleet Growth Resources, Inc. 5) Silverado IV Corp. 6) Fleet Private Equity Co., Inc. 7) Chisholm Partners III, L.P. 8) Silverado III Corp. 9) Silverado III, L.P. 10) Kennedy Plaza Partners 11) Robert M. Van Degna 12) Habib Y. Gorgi Item 2b) Principal Business Office for entities 1 - 10 and the business address for individuals 11 - 12 listed above: 50 Kennedy Plaza Providence, RI 02903 Item 2c) Citizenship: as cited in Item 2a): 1) RI Corporation 2) DE Partnership 3) DE Corporation 4) RI Corporation 5) DE Corporation 6) RI Corporation 7) DE Partnership 8) DE Corporation 9) DE Partnership 10) RI Partnership 11) United States citizen 12) United States citizen Item 2d) Class of Securities: Common Stock Item 2e) CUSIP Number: 302088109 SCHEDULE 13G CUSIP No. 302088109 Item 3) Not Applicable Item 4) Ownership FLEET VENTURE RESOURCES, INC.(FVR) owns of record 100,877 shares of Common Stock. FLEET EQUITY PARTNERS VI, L.P. (FEPVI)owns of record 43,233 shares of Common Stock. CHISHOLM PARTNERS III, L.P. (CP3) owns of record 36,702 shares of Common Stock. KENNEDY PLAZA PARTNERS (KPP) owns of record 2,699 shares of Common Stock. The above entities in aggregate: (a) Amount beneficially owned: 183,511 shares of Common Stock (b) Percent of Class: 0.9% (c) Number of shares as to which the group has: (i) Sole power to vote or direct the vote: 0 (ii) Shared power to vote or direct the vote: 183,511 (iii) Sole power to dispose or direct the disposition of: 0 (iv) Shared power to dispose or to direct the disposition of: 183,511 FLEET GROWTH RESOURCES II, INC. (FGRII) 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 Common Stock deemed beneficially held by Fleet Equity Partners VI, L.P. FLEET GROWTH RESOURCES, INC. (FGR) 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 Common Stock deemed beneficially held by Fleet Equity Partners VI, L.P. SILVERADO IV CORP. (S4C) 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 Common Stock deemed beneficially held by Fleet Equity Partners VI, L.P. FLEET PRIVATE EQUITY CO., INC. (FPEC) 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 Common Stock deemed beneficially held by Fleet Venture Resources, Inc. and Fleet Equity Partners VI, L.P. SILVERADO III CORP. (S3C) is the General Partner of Silverado III, L.P. which is the General Partner of Chisholm Partners III, L.P., and as such may be deemed to possess indirect beneficial ownership of the shares of Common Stock deemed beneficially held by Chisholm Partners III, L.P. SILVERADO III, L.P. (S3LP) is the General Partner of Chisholm Partners III, L.P., and as such may be deemed to possess indirect beneficial ownership of the shares of Common Stock deemed beneficially held by Chisholm Partners III, L.P. FLEET FINANCIAL GROUP, INC. (FFG) owns all of the outstanding Common Stock of Fleet Private Equity Co., Inc., which owns all of the oustanding stock of 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 Common Stock deemed beneficially held by Fleet Venture Resources, Inc. and Fleet Growth Resources, Inc. ROBERT M. VAN DEGNA and HABIB Y. GORGI have shared investment and voting power with respect to the 183,511 Common Stock shares held by FVR, FEPVI, CPIII, and KPP. Mr. Van Degna is Chairman and CEO of FPEC, FVR, FGR, FGR2, and Chairman, CEO and Treasurer of S3C and S4C, and Managing General Partner of Kennedy Plaza Partners. Mr. Gorgi is President of FPEC, FVR, FGR, FGR2, and President and Secretary of S3C and S4C, and Managing General Partner of Kennedy Plaza Partners. Messrs. Van Degna and Gorgi disclaim beneficial ownership of the shares of Common Stock not held directly by them. SCHEDULE 13G CUSIP No. 302088109 Item 5) Ownership of Five Percent or Less of a Class If this statement is being filed to report the fact that as of the date hereof the reporting person has ceased to be the beneficial owner of more than five percent of the class of securities, check the following. /X/ As of March 18, 1998, the date of the Company's initial public offering (the "Event Date"), FVR, FEPVI, CP3, and KPP (collectively, the "Fleet Entities") owned, in aggregate, greater than 10% of the outstanding common stock of the Issuer. Subsequently, the Fleet Entities sold common stock shares through the public market. As of the date of this Schedule 13G, the Fleet Entities own, in aggregate, less than 5% of the outstanding common stock of the Issuer. Item 6) Not Applicable Item 7) Not Applicable Item 8) See Exhibit A Item 9) Not Applicable Item 10) Not Applicable SCHEDULE 13G CUSIP No. 302088109 EXHIBIT A Identification and Classification of Members of the Group: Fleet Venture Resources, Inc. CO Fleet Equity Partners VI, L.P. PN Fleet Growth Resources II, Inc. CO Fleet Growth Resources, Inc. CO Silverado IV Corp. CO Fleet Private Equity Co., Inc. CO Chisholm Partners III, L.P. PN Silverado III Corp. CO Silverado III, L.P. PN Kennedy Plaza Partners PN Robert M. Van Degna IN Habib Y. Gorgi IN SCHEDULE 13G CUSIP No. 302088109 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. February 15, 1999 FLEET VENTURE RESOURCES, INC. /s/ Robert M. Van Degna --------------------------------- By Robert M. Van Degna Its Chairman & CEO SCHEDULE 13G CUSIP No. 302088109 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. February 15, 1999 FLEET EQUITY PARTNERS VI, L.P. /s/ Robert M. Van Degna --------------------------------- By Robert M. Van Degna Chairman & CEO, Fleet Growth Resources II, Inc. General Partner SCHEDULE 13G CUSIP No. 302088109 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. February 15, 1999 FLEET GROWTH RESOURCES II, INC. /s/ Robert M. Van Degna --------------------------------- By Robert M. Van Degna Its Chairman & CEO SCHEDULE 13G CUSIP No. 302088109 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. February 15, 1999 FLEET GROWTH RESOURCES, INC. /s/ Robert M. Van Degna --------------------------------- By Robert M. Van Degna Its Chairman & CEO SCHEDULE 13G CUSIP No. 302088109 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. February 15, 1999 SILVERADO IV CORP. /s/ Robert M. Van Degna --------------------------------- By Robert M. Van Degna Its Chairman & CEO SCHEDULE 13G CUSIP No. 302088109 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. February 15, 1999 FLEET PRIVATE EQUITY CO., INC. /s/ Robert M. Van Degna --------------------------------- By Robert M. Van Degna Its Chairman & CEO SCHEDULE 13G CUSIP No. 302088109 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. February 15, 1999 CHISHOLM PARTNERS III, L.P. /s/ Robert M. Van Degna --------------------------------- By Robert M. Van Degna Chairman & CEO, Silverado III Corp. General Partner, Silverado III, L.P. General Partner, Chisholm Partners III, L.P. SCHEDULE 13G CUSIP No. 302088109 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. February 15, 1999 SILVERADO III CORP. /s/ Robert M. Van Degna --------------------------------- By Robert M. Van Degna Its Chairman & CEO SCHEDULE 13G CUSIP No. 302088109 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. February 15, 1999 SILVERADO III, L.P. /s/ Robert M. Van Degna --------------------------------- By Robert M. Van Degna Chairman & CEO Silverado III Corp. General Partner Silverado III, L.P. SCHEDULE 13G CUSIP No. 302088109 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. February 15, 1999 KENNEDY PLAZA PARTNERS /s/ Robert M. Van Degna --------------------------------- By Robert M. Van Degna Managing General Partner SCHEDULE 13G CUSIP No. 302088109 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. February 15, 1999 ROBERT M. VAN DEGNA /s/ Robert M. Van Degna --------------------------------- By Robert M. Van Degna SCHEDULE 13G CUSIP No. 302088109 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. February 15, 1999 HABIB Y. GORGI /s/ Habib Y. Gorgi --------------------------------- By Habib Y. Gorgi -----END PRIVACY-ENHANCED MESSAGE-----