SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 13D
UNDER THE SECURITIES EXCHANGE ACT OF 1934
(Amendment No. 7)
INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT
TO RULE 13d-1(a) AND AMENDMENTS THERETO FILED PURSUANT TO
RULE 13d-2(a)
IFX CORPORATION
(Name of Issuer)
Common Stock, $0.02 par value
(Title of Class of Securities)
449518 20 8
(CUSIP Number)
UBS CAPITAL AMERICAS III, L.P.
299 Park Avenue
New York, New York 10171
Attn: Marc Unger
(212) 821-4329
(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)
COPIES TO:
Adam H. Golden, Esq.
Kaye Scholer LLP
425 Park Avenue
New York, New York 10022
(212) 836-8000
JUNE 28, 2002
(Date of Event Which Requires Filing of This Statement)
If the filing person has previously filed a statement on Schedule 13G to report
the acquisition which is the subject of this Schedule 13D, and is filing this
schedule because of Rule 13d-1(e), 13d-1(f) or 13d-1(g), check the following box
[ ].
Note: Schedules filed in paper format shall include a signed original and five
copies of the schedule, including all exhibits. See Rule 13d-7(b) for other
parties to whom copies are to be sent.
SCHEDULE 13D
-------------------------- ------------------
CUSIP NO. 449518 20 8 (FOR PAGE 2 OF 20 PAGES
COMMON STOCK AND COMMON
STOCK ISSUED UPON
CONVERSION)
-------------------------- ------------------
--------------------------------------------------------------------------------
1. NAME OF REPORTING PERSON
I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
UBS CAPITAL AMERICAS III, L.P. ("AMERICAS III")
--------------------------------------------------------------------------------
2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a) [_]
(b) [_]
--------------------------------------------------------------------------------
3. SEC USE ONLY
--------------------------------------------------------------------------------
4. SOURCE OF FUNDS*
WC, OO
--------------------------------------------------------------------------------
5. CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEMS 2(d) OR 2(e) [_]
--------------------------------------------------------------------------------
6. CITIZENSHIP OR PLACE OF ORGANIZATION
Jersey, Channel Islands
--------------------------------------------------------------------------------
7. SOLE VOTING POWER
0
-----------------------------------------------------------------
SHARED VOTING POWER
Americas III beneficially owns 1,929,326 shares of
Series A Convertible Preferred Stock (convertible
into 7,916,667 shares of Common Stock), 4,197,349
shares of Series B Convertible Preferred Stock
(convertible into 4,896,907 shares of Common Stock),
2,969,930 shares of Series C Convertible Preferred
8. Stock (convertible into 2,969,930 shares of Common
Stock), and 4,451,790 shares of Series D Convertible
Preferred Stock (convertible into 8,903,580 shares of
Common Stock). In addition, Americas III beneficially
owns 5,329,500 shares of convertible preferred stock
NUMBER OF of the Company issuable to Americas III at any time
SHARES upon the exercise of an option. Upon issuance, such
preferred shares would be currently convertible into
BENEFICIALLY 5,329,500 shares of Common Stock. (See Item 4(a)).
OWNED BY
-----------------------------------------------------------------
EACH 9. SOLE DISPOSITIVE POWER
REPORTING 0
PERSON -----------------------------------------------------------------
SHARED DISPOSITIVE POWER
WITH Americas III beneficially owns 1,929,326 shares of
Series A Convertible Preferred Stock (convertible
into 7,916,667 shares of Common Stock), 4,197,349
shares of Series B Convertible Preferred Stock
(convertible into 4,896,907 shares of Common Stock),
2,969,930 shares of Series C Convertible Preferred
10. Stock (convertible into 2,969,930 shares of Common
Stock), and 4,451,790 shares of Series D Convertible
Preferred Stock (convertible into 8,903,580 shares of
Common Stock). In addition, Americas III beneficially
owns 5,329,500 shares of convertible preferred stock
of the Company issuable to Americas III at any time
upon the exercise of an option. Upon issuance, such
preferred shares would be currently convertible into
5,329,500 shares of Common Stock. (See Item 4(a)).
--------------------------------------------------------------------------------
2
SCHEDULE 13D
-------------------------- ------------------
CUSIP NO. 449518 20 8 (FOR PAGE 3 OF 20 PAGES
COMMON STOCK AND COMMON
STOCK ISSUED UPON
CONVERSION)
-------------------------- ------------------
--------------------------------------------------------------------------------
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
Americas III beneficially owns 1,929,326 shares of
Series A Convertible Preferred Stock (convertible
into 7,916,667 shares of Common Stock), 4,197,349
shares of Series B Convertible Preferred Stock
(convertible into 4,896,907 shares of Common Stock),
11. 2,969,930 shares of Series C Convertible Preferred
Stock (convertible into 2,969,930 shares of Common
Stock), and 4,451,790 shares of Series D Convertible
Preferred Stock (convertible into 8,903,580 shares of
Common Stock). In addition, Americas III beneficially
owns 5,329,500 shares of convertible preferred stock
of the Company issuable to Americas III at any time
upon the exercise of an option. Upon issuance, such
preferred shares would be currently convertible into
5,329,500 shares of Common Stock. (See Item 4(a)).
--------------------------------------------------------------------------------
12. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES*
[_]
--------------------------------------------------------------------------------
13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
The Reporting Person beneficially owns approximately
70.1% of the Common Stock.
--------------------------------------------------------------------------------
14. TYPE OF REPORTING PERSON*
PN
--------------------------------------------------------------------------------
*SEE INSTRUCTIONS BEFORE FILLING OUT
INCLUDE BOTH SIDES OF THE COVER PAGE, RESPONSES TO ITEMS 1-7
(INCLUDING EXHIBITS) OF THE SCHEDULE, AND THE SIGNATURE ATTESTATION.
--------------------------------------------------------------------------------
1. NAME OF REPORTING PERSON
I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
UBS CAPITAL JERSEY CORPORATION II, LTD ("UBS JERSEY")
--------------------------------------------------------------------------------
2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a) [_]
(b) [_]
--------------------------------------------------------------------------------
3. SEC USE ONLY
--------------------------------------------------------------------------------
4. SOURCE OF FUNDS*
AF
--------------------------------------------------------------------------------
5. CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEMS 2(d) OR 2(e) [_]
--------------------------------------------------------------------------------
6. CITIZENSHIP OR PLACE OF ORGANIZATION
Jersey, Channel Islands
--------------------------------------------------------------------------------
7. SOLE VOTING POWER
0
-----------------------------------------------------------------
3
SCHEDULE 13D
-------------------------- ------------------
CUSIP NO. 449518 20 8 (FOR PAGE 4 OF 20 PAGES
COMMON STOCK AND COMMON
STOCK ISSUED UPON
CONVERSION)
-------------------------- ------------------
--------------------------------------------------------------------------------
SHARED VOTING POWER
1,929,326 shares of Series A Convertible Preferred
Stock (convertible into 7,916,667 shares of Common
Stock), 4,197,349 shares of Series B Convertible
Preferred Stock (convertible into 4,896,907 shares of
Common Stock), 2,969,930 shares of Series C
Convertible Preferred Stock (convertible into
8. 2,969,930 shares of Common Stock), and 4,451,790
shares of Series D Convertible Preferred Stock
(convertible into 8,903,580 shares of Common Stock)
beneficially owned by Americas III. In addition,
5,329,500 shares of convertible preferred stock of
the Company issuable to Americas III at any time upon
the exercise of an option. Upon issuance, such
preferred shares would be currently convertible into
5,329,500 shares of Common Stock. (See Item 4(a)).
-----------------------------------------------------------------
9. SOLE DISPOSITIVE POWER
0
-----------------------------------------------------------------
SHARED DISPOSITIVE POWER
1,929,326 shares of Series A Convertible Preferred
Stock (convertible into 7,916,667 shares of Common
Stock), 4,197,349 shares of Series B Convertible
Preferred Stock (convertible into 4,896,907 shares of
Common Stock), 2,969,930 shares of Series C
Convertible Preferred Stock (convertible into
10. 2,969,930 shares of Common Stock), and 4,451,790
shares of Series D Convertible Preferred Stock
(convertible into 8,903,580 shares of Common Stock)
beneficially owned by Americas III. In addition,
5,329,500 shares of convertible preferred stock of
the Company issuable to Americas III at any time upon
the exercise of an option. Upon issuance, such
preferred shares would be currently convertible into
5,329,500 shares of Common Stock. (See 4(a)).
--------------------------------------------------------------------------------
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,929,326 shares of Series A Convertible Preferred
Stock (convertible into 7,916,667 shares of Common
Stock), 4,197,349 shares of Series B Convertible
Preferred Stock (convertible into 4,896,907 shares of
Common Stock), 2,969,930 shares of Series C
11. Convertible Preferred Stock (convertible into
2,969,930 shares of Common Stock), and 4,451,790
shares of Series D Convertible Preferred Stock
(convertible into 8,903,580 shares of Common Stock)
beneficially owned by Americas III. In addition,
5,329,500 shares of convertible preferred stock of
the Company issuable to Americas III at any time upon
the exercise of an option. Upon issuance, such
preferred shares would be currently convertible into
5,329,500 shares of Common Stock. (See Item 4(a)).
--------------------------------------------------------------------------------
12. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES*
[_]
--------------------------------------------------------------------------------
13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
The Reporting Person beneficially owns approximately
70.1% of the Common Stock.
--------------------------------------------------------------------------------
14. TYPE OF REPORTING PERSON*
CO
--------------------------------------------------------------------------------
4
SCHEDULE 13D
-------------------------- ------------------
CUSIP NO. 449518 20 8 (FOR PAGE 5 OF 20 PAGES
COMMON STOCK AND COMMON
STOCK ISSUED UPON
CONVERSION)
-------------------------- ------------------
--------------------------------------------------------------------------------
*SEE INSTRUCTIONS BEFORE FILLING OUT
INCLUDE BOTH SIDES OF THE COVER PAGE, RESPONSES TO ITEMS 1-7
(INCLUDING EXHIBITS) OF THE SCHEDULE, AND THE SIGNATURE ATTESTATION.
--------------------------------------------------------------------------------
1. NAME OF REPORTING PERSON
I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
UBS CAPITAL AMERICAS III, LLC f/k/a
UBS CAPITAL AMERICAS (LA-ADVISOR) LLC ("ADVISOR")
--------------------------------------------------------------------------------
2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a) [_]
(b) [_]
--------------------------------------------------------------------------------
3. SEC USE ONLY
--------------------------------------------------------------------------------
4. SOURCE OF FUNDS*
AF
--------------------------------------------------------------------------------
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, U.S.A.
--------------------------------------------------------------------------------
7. SOLE VOTING POWER
0
--------------------------------------------------------------------------------
SHARED VOTING POWER
1,929,326 shares of Series A Convertible Preferred
Stock (convertible into 7,916,667 shares of Common
Stock), 4,197,349 shares of Series B Convertible
Preferred Stock (convertible into 4,896,907 shares of
Common Stock), 2,969,930 shares of Series C
Convertible Preferred Stock (convertible into
8. 2,969,930 shares of Common Stock), and 4,451,790
shares of Series D Convertible Preferred Stock
(convertible into 8,903,580 shares of Common Stock)
beneficially owned by Americas III. In addition,
5,329,500 shares of convertible preferred stock of
NUMBER OF the Company issuable to Americas III at any time upon
SHARES the exercise of an option. Upon issuance, such
preferred shares would be currently convertible into
BENEFICIALLY 5,329,500 shares of Common Stock. (See Item 4(a)).
OWNED BY
-----------------------------------------------------------------
EACH 9. SOLE DISPOSITIVE POWER
REPORTING 0
PERSON -----------------------------------------------------------------
SHARED DISPOSITIVE POWER
WITH 1,929,326 shares of Series A Convertible Preferred
Stock (convertible into 7,916,667 shares of Common
Stock), 4,197,349 shares of Series B Convertible
Preferred Stock (convertible into 4,896,907 shares of
Common Stock), 2,969,930 shares of Series C
Convertible Preferred Stock (convertible into
10. 2,969,930 shares of Common Stock), and 4,451,790
shares of Series D Convertible Preferred Stock
(convertible into 8,903,580 shares of Common Stock)
beneficially owned by Americas III. In addition,
5,329,500 shares of convertible preferred stock of
the Company issuable to Americas III at any time upon
the exercise of an option. Upon issuance, such
preferred shares would be currently convertible into
5,329,500 shares of Common Stock. (See Item 4(a)).
--------------------------------------------------------------------------------
5
SCHEDULE 13D
-------------------------- ------------------
CUSIP NO. 449518 20 8 (FOR PAGE 6 OF 20 PAGES
COMMON STOCK AND COMMON
STOCK ISSUED UPON
CONVERSION)
-------------------------- ------------------
--------------------------------------------------------------------------------
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,929,326 shares of Series A Convertible Preferred
Stock (convertible into 7,916,667 shares of Common
Stock), 4,197,349 shares of Series B Convertible
Preferred Stock (convertible into 4,896,907 shares of
Common Stock), 2,969,930 shares of Series C
11. Convertible Preferred Stock (convertible into
2,969,930 shares of Common Stock), and 4,451,790
shares of Series D Convertible Preferred Stock
(convertible into 8,903,580 shares of Common Stock)
beneficially owned by Americas III. In addition,
5,329,500 shares of convertible preferred stock of
the Company issuable to Americas III at any time upon
the exercise of an option. Upon issuance, such
preferred shares would be currently convertible into
5,329,500 shares of Common Stock. (See Item 4(a)).
--------------------------------------------------------------------------------
12. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES*
[_]
--------------------------------------------------------------------------------
13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
The Reporting Person beneficially owns approximately
70.1% of the Common Stock.
--------------------------------------------------------------------------------
14. TYPE OF REPORTING PERSON*
OO
--------------------------------------------------------------------------------
6
SCHEDULE 13D
-------------------------- ------------------
CUSIP NO. 449518 20 8 (FOR PAGE 7 OF 20 PAGES
COMMON STOCK AND COMMON
STOCK ISSUED UPON
CONVERSION)
-------------------------- ------------------
--------------------------------------------------------------------------------
*SEE INSTRUCTIONS BEFORE FILLING OUT
INCLUDE BOTH SIDES OF THE COVER PAGE, RESPONSES TO ITEMS 1-7
(INCLUDING EXHIBITS) OF THE SCHEDULE, AND THE SIGNATURE ATTESTATION.
--------------------------------------------------------------------------------
1. NAME OF REPORTING PERSON
I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
UBS AG
--------------------------------------------------------------------------------
2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a) [_]
(b) [_]
--------------------------------------------------------------------------------
3. SEC USE ONLY
--------------------------------------------------------------------------------
4. SOURCE OF FUNDS*
AF
--------------------------------------------------------------------------------
5. CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEMS 2(d) OR 2(e) [_]
--------------------------------------------------------------------------------
6. CITIZENSHIP OR PLACE OF ORGANIZATION
Switzerland
--------------------------------------------------------------------------------
7. SOLE VOTING POWER
101,543 shares of Series A Convertible Preferred
Stock (convertible into 416,667 shares of Common
Stock), 220,913 shares of Series B Convertible
Preferred Stock (convertible into 257,732 shares of
Common Stock), 156,311 shares of Series C Convertible
Preferred Stock (convertible into 156,311 shares of
Common Stock), and 234,305 shares of Series D
Convertible Preferred Stock (convertible into
468,610 shares of Common Stock) beneficially owned by
UBS Capital LLC. In addition, 280,500 shares of
convertible preferred stock of the Company issuable
to UBS Capital LLC at any time upon the exercise of
an option. Upon issuance, such preferred shares would
be currently convertible into 280,500 shares of
Common Stock. (See Item 4(a)).
------------------------------------------------------------
SHARED VOTING POWER
NUMBER OF 1,929,326 shares of Series A Convertible Preferred
SHARES Stock (convertible into 7,916,667 shares of Common
BENEFICIALLY Stock), 4,197,349 shares of Series B Convertible
OWNED BY Preferred Stock (convertible into 4,896,907 shares of
EACH Common Stock), 2,969,930 shares of Series C
REPORTING Convertible Preferred Stock (convertible into
PERSON WITH 8. 2,969,930 shares of Common Stock), and 4,451,790
shares of Series D Convertible Preferred Stock
(convertible into 8,903,580 shares of Common Stock)
beneficially owned by Americas III. In addition,
5,329,500 shares of convertible preferred stock of
the Company issuable to Americas III at any time upon
the exercise of an option. Upon issuance, such
preferred shares would be currently convertible into
5,329,500 shares of Common Stock. (See Item 4(a)).
-----------------------------------------------------------------
9. SOLE DISPOSITIVE POWER
101,543 shares of Series A Convertible Preferred
Stock (convertible into 416,667 shares of Common
Stock), 220,913 shares of Series B Convertible
Preferred Stock (convertible into 257,732 shares of
Common Stock), 156,311 shares of Series C Convertible
Preferred Stock (convertible into 156,311 shares of
Common Stock), and 234,305 shares of Series D
Convertible Preferred Stock (convertible into
468,610 shares of Common Stock) beneficially owned by
UBS Capital LLC. In addition, 280,500 shares of
convertible preferred stock of the Company issuable
to UBS Capital LLC at any time upon the exercise of
an option. Upon issuance, such preferred shares would
be currently convertible into 280,500 shares of
Common Stock. (See Item 4(a)).
--------------------------------------------------------------------------------
7
SCHEDULE 13D
-------------------------- ------------------
CUSIP NO. 449518 20 8 (FOR PAGE 8 OF 20 PAGES
COMMON STOCK AND COMMON
STOCK ISSUED UPON
CONVERSION)
-------------------------- ------------------
--------------------------------------------------------------------------------
SHARED DISPOSITIVE POWER
1,929,326 shares of Series A Convertible Preferred
Stock (convertible into 7,916,667 shares of Common
Stock), 4,197,349 shares of Series B Convertible
Preferred Stock (convertible into 4,896,907 shares of
Common Stock), 2,969,930 shares of Series C
Convertible Preferred Stock (convertible into
10. 2,969,930 shares of Common Stock), and 4,451,790
shares of Series D Convertible Preferred Stock
(convertible into 8,903,580 shares of Common Stock)
beneficially owned by Americas III. In addition,
5,329,500 shares of convertible preferred stock of
the Company issuable to Americas III at any time upon
the exercise of an option. Upon issuance, such
preferred shares would be currently convertible into
5,329,500 shares of Common Stock. (See Item 4(a)).
--------------------------------------------------------------------------------
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,929,326 shares of Series A Convertible Preferred
Stock (convertible into 7,916,667 shares of Common
Stock), 4,197,349 shares of Series B Convertible
Preferred Stock (convertible into 4,896,907 shares of
Common Stock), 2,969,930 shares of Series C
11. Convertible Preferred Stock (convertible into
2,969,930 shares of Common Stock), and 4,451,790
shares of Series D Convertible Preferred Stock
(convertible into 8,903,580 shares of Common Stock
held by Americas III; 101,543 shares of Series A
Convertible Preferred Stock (convertible into 416,667
shares of Common Stock), 220,913 shares of Series B
Convertible Preferred Stock (convertible into 257,732
shares of Common Stock), 156,311 shares of Series C
Convertible Preferred Stock (convertible into 156,311
shares of Common Stock), and 234,305 shares of Series
D Convertible Preferred Stock (convertible into
468,610 shares of Common Stock) held by UBS Capital
LLC. In addition, 5,329,500 shares and 280,500 shares
of convertible preferred stock of the Company
issuable to Americas III and UBS Capital LLC,
respectively, at any time upon the exercise of an
option. Upon issuance, such preferred shares would be
currently convertible into an aggregate of 5,610,000
shares of Common Stock. (See Item 4(a)).
--------------------------------------------------------------------------------
12. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES*
[_]
--------------------------------------------------------------------------------
13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
The Reporting Person beneficially owns approximately
71.2% of the Common Stock.
--------------------------------------------------------------------------------
14. TYPE OF REPORTING PERSON*
CO
--------------------------------------------------------------------------------
*SEE INSTRUCTIONS BEFORE FILLING OUT
INCLUDE BOTH SIDES OF THE COVER PAGE, RESPONSES TO ITEMS 1-7
(INCLUDING EXHIBITS) OF THE SCHEDULE, AND THE SIGNATURE ATTESTATION.
--------------------------------------------------------------------------------
8
ITEM 1. SECURITY AND ISSUER.
This Amendment No. 7 (this "Amendment No. 7") to the Statement
on Schedule 13D relates to shares of the Common Stock, $0.02 par value per share
("Common Stock"), of IFX Corporation, a Delaware corporation (the "Company").
This Amendment No. 7 is being filed to amend and restate in its entirety the
Statement on Schedule 13D filed on June 26, 2000 (File No. 005-38061) (the
"Original Schedule 13D"), as previously amended by Amendment Nos. 1, 2, 3, 4, 5
and 6 filed with the Securities and Exchange Commission on July 20, 2000,
October 17, 2000, March 14, 2001, May 30, 2001, October 30, 2001 and February
19, 2002, respectively, as a result of the consummation of the transactions
contemplated by the IFX Corporation Series D Convertible Preferred Stock
Purchase Agreement, dated February 19, 2002, by and among the Company, UBS
Capital Americas III, L.P. ("Americas III"), UBS Capital LLC, International
Technologies Investments LC ("ITI"), LSC, LLC ("LSC"), Joel Eidelstein
("Eidelstein"), Michael Shalom ("Shalom"), Lee Casty ("Casty") and Jak Bursztyn
("Bursztyn"), whereby, among other things, Americas III acquired 4,451,790
shares of the Company's Series D Convertible Preferred Stock and UBS AG, through
its 100% ownership of UBS Capital LLC, acquired 234,305 shares of the Company's
Series D Convertible Preferred Stock. The principal executive office of the
Company is located at 15050 N.W. 79th Court, Suite 200, Miami Lakes, Florida
33016.
ITEM 2. IDENTITY AND BACKGROUND.
(a) and (b) The following information is given with respect to
the persons filing this statement:
Americas III is a limited partnership formed under the laws of
Jersey, Channel Islands with its principal office located at Elizabeth House, 9
Castle Street, St. Helier, Jersey JE4 2QB, Channel Islands. It is engaged in the
business of investing in private and public companies.
UBS Capital Jersey Corporation II, Ltd. ("UBS Jersey") is a
Jersey, Channel Islands corporation with its principal office located at
Elizabeth House, 9 Castle Street, St. Helier, Jersey JE4 2QB, Channel Islands.
UBS Jersey is a wholly owned subsidiary of UBS AG. UBS Jersey serves as the
general partner of Americas III.
UBS Capital Americas III, LLC f/k/a UBS Capital Americas
(LA-Advisor) LLC ("Advisor") is a Delaware limited liability company with its
principal offices located at 299 Park Avenue, New York, New York 10171. Advisor
is engaged in the business of advising and managing Americas III and other
private equity investment funds.
UBS AG is a Swiss banking corporation with its principal
offices located at Bahnhofstrasse 45, 8021 Zurich. UBS AG is engaged in the
general banking business.
Page 9 of 20 Pages
(c) The general partner of Americas III is UBS Jersey. The
present principal occupation or employment of each of the members, directors,
managers and/or executive officers of each of UBS Jersey, Advisor and UBS AG is
set forth on Exhibit A.
(d) and (e) During the past five years, none of the Reporting
Persons nor, to the knowledge of the Reporting Persons, any of their respective
members, directors or executive officers have been convicted in a criminal
proceeding (excluding traffic violations or similar misdemeanors) nor were a
party to a civil proceeding of a judicial or administrative body of competent
jurisdiction as a result of which the Reporting Person 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.
(f) Americas III is a limited partnership formed under the
laws of Jersey, Channel Islands. UBS Jersey is a corporation formed under the
laws of Jersey, Channel Islands. Advisor is a Delaware limited liability
company. UBS AG is a corporation formed under the laws of Switzerland. To the
knowledge of Advisor, all of its managers are citizens of the United States
except Luiz Spinola who is a citizen of Brazil. To the knowledge of UBS AG and
UBS Jersey, none of their directors and executive officers are citizens of the
United States except Lawrence A. Weinbach, Joseph J. Grano, John Costas, and
Mark B. Sutton.
ITEM 3. SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION.
The purchase price paid by Americas III was (i) an aggregate
of $23,750,000 for the 1,929,326 shares of the Company's Series A Convertible
Preferred Stock, par value $1.00 per share ("Series A Preferred Stock"), (ii)
$14,690,721.50 for the 4,197,349 shares of Series B Convertible Preferred Stock,
par value $1.00 per share ("Series B Preferred Stock"), (iii) (x) $6,650,000 in
cash, (y) 1,425,000 shares of Common Stock and (z) cancellation of indebtedness
in the amount of $122,289, for the 3,682,430 shares of Series C Convertible
Preferred Stock, par value $1.00 per share ("Series C Preferred Stock"), and
(iv) (x) $1,140,000 in cash, (y) 712,500 shares of Series C Convertible
Preferred Stock, and (z) cancellation of indebtedness in the amount of
$2,064,649.32, for the 4,451,790 shares of Series D Convertible Preferred Stock,
par value $1.00 per share ("Series D Preferred Stock"). The purchase price paid
by UBS Capital LLC, the wholly owned subsidiary of UBS AG, was (i) an aggregate
of $1,250,000 for the 101,543 shares of Series A Preferred Stock, (ii)
$773,195.50 for the 220,913 shares of Series B Preferred Stock, (iii) (x)
$350,000 in cash, (y) 75,000 shares of Common Stock and (z) cancellation of
indebtedness in the amount of $6,435 for the 193,811 shares of Series C
Preferred Stock, and (iv) (x) $60,000.00 in cash, (y) 37,500 shares of Series C
Convertible Preferred Stock, and (z) cancellation of indebtedness in the amount
of $108,665.88 for the 234,305 shares of Series D Convertible Preferred Stock.
The source of the funds for such purchases was the working capital of Americas
III and UBS Capital LLC, respectively, shares of Common Stock and cancellation
of indebtedness.
ITEM 4. PURPOSES OF TRANSACTION.
Page 10 of 20 Pages
As previously reported, Americas III and UBS Capital LLC
entered into a Purchase Agreement, dated as of February 19, 2002, by and among
the Company, Americas III, UBS Capital LLC, ITI, LSC, Eidelstein, Shalom, Casty
and Bursztyn, which appears as Exhibit C hereto (the "Series D Purchase
Agreement"). As a result of the consummation of the transactions contemplated by
the Series D Purchase Agreement, on June 28, 2002, Americas III and UBS Capital
LLC purchased 4,451,790 and 234,305 shares, respectively, of Series D Preferred
Stock for an aggregate of $1,200,000 in cash plus the surrender of 750,000
shares of Series C Preferred Stock and cancellation of approximately $2,173,315
of indebtedness (the "Series D Financing").
The Series D Preferred Stock was authorized pursuant to a
Certificate of Designation, Number, Powers, Preferences and Relative,
Participating, Optional and Other Rights of the Series D Convertible Preferred
Stock of IFX Corporation, which was filed with the Secretary of State of the
State of Delaware and appears as Exhibit D hereto (the "Series D Certificate of
Designation"). The Series D Preferred Stock carries a liquidation preference
such that, upon a bankruptcy, liquidation, dissolution or winding up of the
Company (including a sale of control of the Company), each holder of Series D
Preferred Stock will be entitled to receive, prior and in preference to any
distribution to holders of the Common Stock, $6.00 per share (the "Stated
Amount") plus dividends at the rate of 10% per annum from the date of issuance
through the liquidation (the "Stated Preference"), plus, each holder of Series D
Preferred Stock will be entitled to participate in distributions to Common Stock
holders as if such Series D Preferred Stock were converted into Common Stock;
provided, that the amount that each holder will be entitled to receive in
respect of each share of Series D Preferred Stock will be limited to a maximum
amount equal to 3-1/2 times the Stated Preference. The Series D Preferred Stock
is entitled to vote on all matters submitted to the holders of the Common Stock
and has 1.54 votes per share. The Series D Preferred Stock is convertible into
Common Stock on a one-for-two basis, subject to customary anti-dilution
adjustments. Pursuant to the Series D Certificate of Designation, holders of the
Series D Preferred Stock have preemptive rights with respect to certain
issuances by the Company of its capital stock or securities convertible into
such capital stock.
Simultaneously with the consummation of the Series D
Financing, a Fourth Amended and Restated Stockholders Agreement, dated June 28,
2002 was entered into by and among the Company, Americas III, UBS Capital LLC,
ITI, Eidelstein, Shalom, LSC, Bursztyn, and Casty appearing as Exhibit E hereto
(the "Amended and Restated Stockholders Agreement"). The Amended and Restated
Stockholders Agreement provides (i) for certain restrictions on transfer of
shares of the Company's capital stock by the parties thereto, (ii) that, subject
to certain limitations, the holders of a majority of the outstanding capital
stock of the Company have the right to require the other stockholders party
thereto to join in a sale of the Company and (iii) the parties with the right to
designate members of the Company's Board of Directors. (See Item 4(d) below.)
As previously reported, Americas III and UBS Capital LLC entered into a
Purchase Agreement, dated as of October 11, 2001, by and among the Company,
Americas III and UBS Capital LLC, which appears as Exhibit F hereto (the "Series
C Purchase Agreement"). As a result of the consummation of the transactions
contemplated by the Series C Purchase Agreement, on February 19, 2002, Americas
III and UBS Capital LLC purchased 3,682,430 and 193,811 shares,
Page 11 of 20 Pages
respectively, of Series C Preferred Stock for an aggregate of $7,000,000.00
plus the surrender of 1,500,000 shares of Common Stock and cancellation of
approximately $128,724 of indebtedness. The Series C Preferred Stock purchased
pursuant to the Series C Purchase Agreement is subject to the Amended and
Restated Stockholders Agreement.
The Series C Preferred Stock was authorized pursuant to a
Certificate of Designation, Number, Powers, Preferences and Relative,
Participating, Optional and Other Rights of the Series C Convertible Preferred
Stock of IFX Corporation, which was filed with the Secretary of State of the
State of Delaware and which appears as Exhibit G hereto. The Series C
Preferred Stock has substantially the same rights and privileges as the Series D
Preferred Stock, except (i) each share of Series C Preferred Stock has a Stated
Amount of $3.00 per share, (ii) each share of Series C Preferred Stock is
currently convertible into 1.00 share of Common Stock, subject to customary
anti-dilution adjustments and (iii) each share of Series C Preferred Stock has
2.3356 votes per share.
As previously reported, Americas III and UBS Capital LLC
entered into a Purchase Agreement, dated as of March 13, 2001, by and among the
Company, Americas III and UBS Capital LLC, which appears as Exhibit H hereto
(the "Series B Purchase Agreement"). As a result of the consummation of the
transactions contemplated by the Series B Purchase Agreement, on May 7, 2001,
Americas III and UBS Capital LLC purchased 4,197,349 and 220,913 shares,
respectively, of Series B Preferred Stock for a price of $3.50 per share or
$15,463,918 in the aggregate. The Series B Preferred Stock purchased pursuant to
the Series B Purchase Agreement is subject to the Amended and Restated
Stockholders Agreement.
The Series B Preferred Stock was authorized pursuant to a
Certificate of Designation, Number, Powers, Preferences and Relative,
Participating, Optional and Other Rights of the Series B Convertible Preferred
Stock of IFX Corporation, which was filed with the Secretary of State of the
State of Delaware (the "Series B Certificate of Designation").
In connection with the Series C Purchase Agreement, an Amended
Certificate of Designation, Number, Powers, Preferences and Relative,
Participating, Optional and Other Rights of the Series B Preferred Stock of the
Company appearing as Exhibit I hereto was filed with the Secretary of State of
the State of Delaware to amend and restate, in its entirety, the Series B
Certificate of Designation previously reported. As a result, the Series B
Preferred Stock has substantially the same rights and privileges as the Series D
Preferred Stock, except (i) each share of Series B Preferred Stock has a Stated
Amount of $3.50 per share, (ii) each share of Series B Preferred Stock is
currently convertible into 1.17 shares of Common Stock, subject to customary
anti-dilution adjustments and (iii) each share of Series B Preferred Stock has
1.4344 votes per share.
As previously reported, Americas III and UBS Capital LLC
entered into a Purchase and Sale Agreement dated as of October 13, 2000, by and
among ITI, Shalom, Americas III and UBS Capital LLC, which appears as Exhibit J
hereto (the "ITI Purchase Agreement"). Under the ITI Purchase Agreement, on
October 13, 2000, Americas III and UBS Capital LLC purchased 1,425,000 and
75,000 shares of Common Stock, respectively, from ITI for a price of $6.00 per
share or
Page 12 of 20 Pages
$9,000,000 in the aggregate. The Common Stock purchased by Americas III and UBS
Capital LLC pursuant to the ITI Purchase Agreement was surrendered to the
Company as part of the purchase price for the Series C Prefered Stock pursuant
to the Series C Purchase Agreement.
As previously reported, Americas III and UBS Capital LLC
entered into a Purchase Agreement, dated as of June 15, 2000, by and among the
Company, Americas III and UBS Capital LLC, which appears as Exhibit K hereto
(the "Series A Purchase Agreement"). Under the Series A Purchase Agreement, on
June 15, 2000, Americas III and UBS Capital LLC purchased 1,149,878 and 60,520
shares of Series A Preferred Stock, respectively, for a price of $12.31 per
share or $14,900,000 in the aggregate. In addition, on July 17, 2000, in
accordance with the Series A Purchase Agreement, Americas III and UBS Capital
LLC purchased 779,447 shares and 41,024 shares of Series A Preferred Stock,
respectively, for a price of $12.31 per share or $10,100,000 in the aggregate.
The Series A Preferred Stock purchased pursuant to the Series A Purchase
Agreement is subject to the Amended and Restated Stockholders Agreement.
The Series A Preferred Stock was authorized pursuant to a
Certificate of Designation, Number, Powers, Preferences and Relative,
Participating, Optional and Other Rights of the Series A Convertible Preferred
Stock of IFX Corporation (the "Series A Certificate of Designation").
In connection with the Series C Purchase Agreement, an Amended
Certificate of Designation, Number, Powers, Preferences and Relative,
Participating, Optional and Other Rights of the Series A Preferred Stock of the
Company appearing as Exhibit L hereto was filed with the Secretary of State of
the State of Delaware to amend and restate, in its entirety, the Series A
Certificate of Designation previously reported. As a result, the Series A
Preferred Stock has substantially the same rights and privileges as the Series D
Preferred Stock, except (i) each share of Series A Preferred Stock has a Stated
Amount equal to $12.31 per share, (ii) each share of Series A Preferred Stock is
currently convertible into 4.10 shares of Common Stock, subject to customary
anti-dilution adjustments and (iii) each share of Series A Preferred Stock has
one vote per share.
Each Reporting Person acquired the shares reported for
investment purposes. The Reporting Persons may from time to time acquire
additional shares of the Company in the open market or in privately negotiated
transactions, subject to availability of such shares at prices deemed favorable,
the Company's business or financial condition and to other factors and
conditions the Reporting Persons deem appropriate. Alternatively, the Reporting
Persons may sell all or a portion of their shares of Preferred Stock or Common
Stock in the open market or in privately negotiated transactions. The Reporting
Persons' designees serving on the Board of Directors of the Company, in their
capacity as directors, provide advice to and consult with the Company's
management on business strategy and operations on an ongoing basis (see
paragraph (d) below).
(a) Pursuant to the Series C Purchase Agreement, on February
19, 2002, the Company, Americas III and UBS Capital LLC entered into a Put
Agreement attached hereto as Exhibit M (the "Tutopia Put Agreement"), under
which for a period of one year Americas III and UBS Capital LLC will be entitled
to exchange shares of Tutopia.com, Inc. ("Tutopia"), in which the
Page 13 of 20 Pages
Company has a minority interest, for up to 5,329,500 and 280,500 shares of a
newly designated class of convertible preferred stock of the Company,
respectively. Such convertible preferred stock will have substantially the same
terms and conditions as the Series C Preferred Stock, other than the right to
participate with holders of the Common Stock in distributions by the Company
upon a bankruptcy, liquidation, dissolution or winding up of the Company ("New
Preferred Stock").
In connection with an investment in Tutopia Series B Preferred
Stock pursuant to a Convertible Preferred Stock Purchase Agreement, dated as of
February 19, 2002 among Tutopia, Americas III, UBS Capital LLC, ITI, LSC,
and Bursztyn, the Company will enter into an Amended and Restated Put Agreement,
under which for a period of one year from February 19, 2002, Americas III and
UBS Capital LLC will be entitled to exchange shares of Tutopia for (i) up to
527,778 and 27,778 shares of Series D Preferred Stock, respectively, and (ii) up
to 5,329,510 and 280,500 shares of New Preferred Stock, respectively.
(b) None.
(c) None.
(d) Pursuant to the Amended Series A Certificate of
Designation, the Amended Series B Certificate of Designation, the Series C
Certificate of Designation and the Series D Certificate of Designation
(collectively referred to herein as the "Certificates of Designation"), the
holders of a majority of the voting power of the Series A Preferred Stock, the
Series B Preferred Stock, the Series C Preferred Stock and the Series D
Preferred Stock, voting as a single class, are entitled to appoint a majority of
the members of the Board of Directors. As such the Reporting Persons are
entitled to appoint four out of seven representatives to the Company's Board of
Directors, one of which is an independent director. The Amended and Restated
Stockholders Agreement reflects the foregoing rights to appoint representatives
to the Company's Board of Directors. In addition, the Amended and Restated
Stockholders Agreement provides for the appointment of an additional independent
director acceptable to parties to such agreement, including Americas and UBS
Capital LLC. Richard Capone, George Duarte and Mark O. Lama, Principals of
Advisor, and Patrick Delhougne, an independent director, currently serve on the
Board as designees of Americas and UBS Capital LLC and currently intend to
remain on the Company's Board of Directors.
(e) The Company must obtain the approval of the holders of a
majority of the voting power of the Series A Preferred Stock, Series B Preferred
Stock, Series C Preferred Stock and Series D Preferred Stock voting as a class,
prior to declaring, paying or setting aside dividends on any capital stock of
the Company or any of its subsidiaries.
In connection with the Series D financing, a certificate of
amendment to the Company's Restated Certificate of Incorporation was filed
increasing (i) the number of authorized shares of the Company's Common Stock
from 60,000,000 to 110,000,000 and (ii) the number of authorized shares of the
Company's preferred stock from 20,000,000 to 40,000,000.
(f) None.
Page 14 of 20 Pages
(g) Pursuant to the Certificates of Designation, the Company
is required to obtain the approval of a majority of the voting power of the
Series A Preferred Stock, Series B Preferred Stock, Series C Preferred Stock and
Series D Preferred Stock, voting as a single class, prior to taking certain
corporate action, including, among other things, (i) amending or modifying the
Company's Certificate of Incorporation or By-Laws, (ii) subject to certain
exceptions, authorizing or issuing any capital stock of the Company or any of
its subsidiaries or any options, warrants or other securities exchangeable
therefor, (iii) reclassifying any class or series of Common Stock into shares
having any preference to the Series A Preferred Stock, Series B Preferred Stock,
Series C Preferred Stock, or Series D Preferred Stock, (iv) liquidating,
winding-up or dissolving the Company or any of its subsidiaries and (v) agreeing
to a purchase or other acquisition of the capital stock of the Company or any of
its subsidiaries.
See paragraph (e) above.
(h) None.
(i) None.
(j) None.
ITEM 5. INTEREST IN SECURITIES OF THE ISSUER.
(a) (i) Based on the Company's Form 10-Q for the fiscal
quarter ended March 31, 2002, 12,776,495 shares of Common Stock were outstanding
as of April 30, 2002. Americas III, UBS Jersey, Advisor and UBS AG are the
beneficial owners of 1,929,326 shares of Series A Preferred Stock, 4,197,349
shares of Series B Preferred Stock, 2,969,930 shares of Series C Preferred Stock
and 4,451,790 shares of Series D Preferred Stock which are currently convertible
into an aggregate of 24,687,084 shares of Common Stock. In addition, the
Reporting Persons beneficially own 5,329,500 shares of New Preferred Stock
issuable at any time pursuant to the Tutopia Put Agreement. Upon issuance, such
shares would be convertible into 5,329,500 shares of Common Stock, subject to
anti-dilution adjustments. Such Reporting Persons, therefore, beneficially own
approximately 70.1% of the issued and outstanding shares of Common Stock.
(ii) UBS AG also beneficially owns 101,543 shares of
Series A Preferred Stock, 220,913 shares of Series B Preferred Stock, 156,311
shares of Series C Preferred Stock and 234,305 shares of Series D Preferred
Stock which are currently convertible into an aggregate of 1,299,320 shares of
Common Stock. In addition, UBS AG beneficially owns 280,500 shares of New
Preferred Stock issuable at any time pursuant to the Tutopia Put Agreement. Upon
issuance, such shares would be convertible into 280,500 shares of Common Stock,
subject to anti-dilution adjustments. Such holdings represent, in the aggregate,
beneficial ownership of approximately 11.0% of the issued and outstanding Common
Stock. UBS AG, therefore, is the beneficial owner of approximately 71.2% of the
issued and outstanding Common Stock.
Page 15 of 20 Pages
' (iii) The above percentages were calculated in
accordance with Rule 13d-3(d)(1)(i) of the Securities Exchange Act of 1934.
(b) The Reporting Persons have shared power to vote or direct
the vote and dispose or direct the disposition of all shares identified in
paragraph (a)(i) above. UBS AG has sole power to vote or direct the vote and
dispose or direct the disposition of all shares identified in paragraph (a)(ii)
above.
(c) Except as described herein, the Reporting Persons have not
effected any transaction in the securities of the Company during the past 60
days.
(d) Not applicable.
(e) Not applicable.
ITEM 6. CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR RELATIONS WITH RESPECT TO
SECURITIES OF THE ISSUER.
Pursuant to the Series D Purchase Agreement, the Company,
Americas III, UBS Capital LLC, ITI, LSC, Bursztyn, and Casty entered into a
Third Amended and Restated Registration Rights Agreement, dated as of June 28,
2002, appearing as Exhibit N hereto (the "Amended and Restated Registration
Rights Agreement") in which the Company has granted the Reporting Person certain
registration rights with respect to Common Stock.
To the knowledge of the Reporting Persons, except as set forth
herein or incorporated by reference, neither the Reporting Persons nor, to the
knowledge of the Reporting Persons, any of their members, directors or executive
officers have any contracts, arrangements, understandings or relationships
(legal or otherwise) with any person with respect to any securities of the
Company, finder's fees, joint ventures, loan or option arrangements, puts or
calls, guarantees or profits, division of profits or losses or the giving or
withholding of proxies.
ITEM 7. Material to be Filed as Exhibits.
Exhibit A List of Members, Managers, Directors and Executive
Officers of Reporting Persons, attached as Exhibit A
hereto.
Exhibit B Joint Filing Agreement, incorporated by reference to
Exhibit F of the Schedule 13D of the registrant (File
No. 005-38061) filed on June 26, 2000.
Exhibit C IFX Corporation Series D Convertible Preferred Stock
Purchase Agreement, dated as of February 19, 2002, by
and among the Company, Americas III, UBS Capital LLC,
ITI, LSC, Eidelstein, Shalom, Casty and Bursztyn,
incorporated by reference to Exhibit K
Page 16 of 20 Pages
of Amendment No. 6 to Schedule 13D of the Registrant
(File No. 005-38061) filed on February 19, 2002.
Exhibit D Certificate of Designation, Numbers, Powers,
Preference and Relative, Participating, Optional and
Other Rights of Series D Convertible Preferred Stock
of IFX Corporation, attached as Exhibit D hereto.
Exhibit E Fourth Amended and Restated Stockholder's Agreement,
dated as of June 28, 2002, by and among the Company,
Americas III, UBS Capital LLC, International
Technology Investments LC, LSC, LLC, Jak Burstyn, Lee
Casty, Joel Eidelstein and Michael Shalom (excluding
exhibits) attached as Exhibit E hereto.
Exhibit F IFX Corporation Series C Convertible Preferred Stock
Purchase Agreement, dated as of October 11, 2001, by
and among the Company, Americas III and UBS Capital
LLC, incorporated by reference to Exhibit K of
Amendment No. 5 to Schedule 13D of the registrant
(File No. 005-38061) filed on October 30, 2001.
Exhibit G Certificate of Designation, Numbers, Powers,
Preference and Relative, Participating, Optional and
Other Rights of Series C Convertible Preferred Stock
of IFX Corporation, incorporated by reference to
Exhibit D of Amendment No. 6 to Schedule 13D of the
registrant (File No. 005-38061) filed on February 19,
2002.
Exhibit H Purchase Agreement, dated as of March 13, 2001, by
and among the Company, Americas III and UBS Capital
LLC (excluding exhibits), incorporated by reference
to Exhibit H of Amendment No. 3 to Schedule 13D the
registrant (File No. 005-38061) filed on March 14,
2001.
Exhibit I Amended Certificate of Designation, Numbers, Powers,
Preference and Relative, Participating, Optional and
Other Rights of Series B Convertible Preferred Stock
of IFX Corporation incorporated by reference to
Exhibit G of Amendment No. 6 to Schedule 13D of the
Registrant (File No. 005-38061) filed on February 19,
2002.
Exhibit J Purchase and Sale Agreement, dated as of October 13,
2000, by and among ITI, Shalom, Americas III and UBS
Capital LLC (excluding exhibits), incorporated by
reference to Exhibit G of Amendment No. 2 to Schedule
13D of the registrant (File No. 005-38061) filed on
October 17, 2000.
Page 17 of 20 Pages
Exhibit K Purchase Agreement, dated as of June 15, 2000, by and
among the Company, Americas III and UBS Capital LLC
(excluding exhibits), incorporated by reference to
Exhibit B of the Schedule 13D of the registrant (File
No. 005-38061) filed on June 26, 2000.
Exhibit L Amended Certificate of Designation, Numbers, Powers,
Preference and Relative, Participating, Optional and
Other Rights of Series A Convertible Preferred Stock
of IFX Corporation incorporated by reference to
Exhibit J of Amendment No. 6 to Schedule 13D of the
registrant (File No. 005-38061) filed on February 19,
2002.
Exhibit M Put Agreement, dated as of February 19, 2002, by and
among the Company, Americas III and UBS Capital LLC,
incorporated by reference to Exhibit L of Amendment
No. 6 to Schedule 13D of the registrant (File No.
005-38061) filed on February 19, 2002.
Exhibit N Third Amended and Restated Registration Rights
Agreement, dated as of June 28, 2002, by and among
Americas III, UBS Capital LLC, ITI, LSC, LLC, Jak
Burztyn and Lee Casty attached as Exhibit N hereto.
Page 18 of 20 Pages
SIGNATURE
After reasonable inquiry and to the best of my knowledge and
belief, I hereby certify that the information set forth in this statement is
true, complete and correct.
Dated: July 18, 2002
UBS CAPITAL AMERICAS III, L.P.
By: UBS Capital Americas III, LLC
By: /s/ Mark O. Lama
----------------------
Name: Mark O. Lama
Title: Principal
By: /s/ Marc Unger
----------------------
Name: Marc Unger
Title: Chief Financial Officer
UBS CAPITAL JERSEY CORPORATION II, LTD.
By: /s/ Derek Smith
----------------------
Name: Derek Smith
Title: Director
By: /s/ Andrew Evans
----------------------
Name: Andrew Evans
Title: Director
Page 19 of 20 Pages
UBS CAPITAL AMERICAS III, LLC
By: /s/ Mark O. Lama
----------------------
Name: Mark O. Lama
Title: Principal
By: /s/ Marc Unger
----------------------
Name: Marc Unger
Title: Chief Financial Officer
UBS AG
By: /s/ Robert Mills
----------------------
Name: Robert Mills
Title: Managing Director
By: /s/ Robert Dinerstein
----------------------
Name: Robert Dinerstein
Title: Managing Director
Page 20 of 20 Pages