-----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, A+tBSqI4yr/s/NU6EGY0V8P6EEYAFIrEBYAWeyBjjruSXem1kw+QF9RVFr8CfdJA 9Ml+K8SJCSS3CVe2c0PQVA== 0000893220-03-000627.txt : 20030415 0000893220-03-000627.hdr.sgml : 20030415 20030415164527 ACCESSION NUMBER: 0000893220-03-000627 CONFORMED SUBMISSION TYPE: SC 13D PUBLIC DOCUMENT COUNT: 2 FILED AS OF DATE: 20030415 GROUP MEMBERS: ICG HOLDINGS, INC. GROUP MEMBERS: INTERNET CAPITAL GROUP, INC. SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: UNIVERSAL ACCESS GLOBAL HOLDINGS INC CENTRAL INDEX KEY: 0001070699 STANDARD INDUSTRIAL CLASSIFICATION: RADIO TELEPHONE COMMUNICATIONS [4812] IRS NUMBER: 364408076 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D SEC ACT: 1934 Act SEC FILE NUMBER: 005-58781 FILM NUMBER: 03650933 BUSINESS ADDRESS: STREET 1: 233 SOUTH WACKER DRIVE STREET 2: STE 600 CITY: CHICAGO STATE: IL ZIP: 60606 BUSINESS PHONE: 3126605000 MAIL ADDRESS: STREET 1: 233 SOUTH WACKER DRIVE STREET 2: STE 600 CITY: CHICAGO STATE: IL ZIP: 60606 FORMER COMPANY: FORMER CONFORMED NAME: UNIVERSAL ACCESS INC DATE OF NAME CHANGE: 19991019 FORMER COMPANY: FORMER CONFORMED NAME: UAXS GLOBAL HOLDINGS INC DATE OF NAME CHANGE: 20010718 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: INTERNET CAPITAL GROUP INC CENTRAL INDEX KEY: 0001085621 STANDARD INDUSTRIAL CLASSIFICATION: SERVICES-BUSINESS SERVICES, NEC [7389] IRS NUMBER: 232996071 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D BUSINESS ADDRESS: STREET 1: 600 SAFEGUARD BUILDING STREET 2: 435 DEVON PARK DRIVE CITY: WAYNE STATE: PA ZIP: 19087 BUSINESS PHONE: 6109890111 MAIL ADDRESS: STREET 1: 600 SAFEGUARD BUILDING STREET 2: 435 DEVON PARK DRIVE CITY: WAYNE STATE: PA ZIP: 19087 SC 13D 1 w85552sc13d.txt SCHEDULE 13D ================================================================================ SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 -------------- SCHEDULE 13D UNDER THE SECURITIES EXCHANGE ACT OF 1934 (AMENDMENT NO. 2)* UNIVERSAL ACCESS GLOBAL HOLDINGS INC. (NAME OF ISSUER) COMMON STOCK (TITLE OF CLASS OF SECURITIES) 913363 10 7 (CUSIP NUMBER) HENRY N. NASSAU, ESQ. CHIEF OPERATING OFFICER, MANAGING DIRECTOR AND SECRETARY INTERNET CAPITAL GROUP, INC. 600 BUILDING 435 DEVON PARK DRIVE WAYNE, PENNSYLVANIA 19087 (NAME, ADDRESS AND TELEPHONE NUMBER OF PERSON AUTHORIZED TO RECEIVE NOTICES AND COMMUNICATIONS) COPY TO: CHRISTOPHER G. KARRAS, ESQ. DECHERT LLP 4000 BELL ATLANTIC TOWER 1717 ARCH STREET PHILADELPHIA, PENNSYLVANIA 19103-2793 APRIL 7, 2003 (DATE OF EVENT WHICH REQUIRES FILING OF THIS STATEMENT) IF THE FILING PERSON HAS PREVIOUSLY FILED A STATEMENT ON SCHEDULE 13G TO REPORT THE ACQUISITION THAT IS THE SUBJECT OF THIS SCHEDULE 13D, AND IS FILING THIS SCHEDULE BECAUSE OF SECTIONS 240.13d-1(e), 240.13d-1(f) OR 240.13d-1(g), CHECK THE FOLLOWING BOX [ ] NOTE: SCHEDULES FILED IN PAPER FORMAT SHALL INCLUDE A SIGNED ORIGINAL AND FIVE COPIES OF THE SCHEDULE, INCLUDING ALL EXHIBITS. SEE RULE 240.13d-7 FOR OTHER PARTIES TO WHOM COPIES ARE TO BE SENT. *THE REMAINDER OF THIS COVER PAGE SHALL BE FILLED OUT FOR A REPORTING PERSON'S INITIAL FILING ON THIS FORM WITH RESPECT TO THE SUBJECT CLASS OF SECURITIES, AND FOR ANY SUBSEQUENT AMENDMENT CONTAINING INFORMATION WHICH WOULD ALTER DISCLOSURES PROVIDED IN A PRIOR COVER PAGE. THIS INFORMATION REQUIRED ON THE REMAINDER OF THIS COVER PAGE SHALL NOT BE DEEMED TO BE "FILED" FOR THE PURPOSE OF SECTION 18 OF THE SECURITIES EXCHANGE ACT OF 1934 ("Act") OR OTHERWISE SUBJECT TO THE LIABILITIES OF THAT SECTION OF THE ACT BUT SHALL BE SUBJECT TO ALL OTHER PROVISIONS OF THE ACT (HOWEVER, SEE THE NOTES). ================================================================================ CUSIP NO. 913363 10 7 - -------------------------------------------------------------------------------------------- 1) NAME OF REPORTING PERSONS INTERNET CAPITAL GROUP, INC. I.R.S. IDENTIFICATION NOS. OF ABOVE PERSON 23-2996071 - -------------------------------------------------------------------------------------------- 2) CHECK THE APPROPRIATE BOX (a)[ ] IF A MEMBER OF A GROUP (b)[X] - -------------------------------------------------------------------------------------------- 3) SEC USE ONLY - -------------------------------------------------------------------------------------------- 4) SOURCE OF FUNDS (SEE INSTRUCTIONS) NOT APPLICABLE - -------------------------------------------------------------------------------------------- 5) CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e) [ ] - -------------------------------------------------------------------------------------------- 6) CITIZENSHIP OR PLACE OF ORGANIZATION DELAWARE - -------------------------------------------------------------------------------------------- NUMBER OF SHARES 7) SOLE VOTING BENEFICIALLY OWNED BY EACH POWER 0 REPORTING PERSON WITH ------------------------------------------ 8) SHARED VOTING POWER 21,664,124* ------------------------------------------ 9) SOLE DISPOSITIVE POWER 0 ------------------------------------------ 10) SHARED DISPOSITIVE POWER 21,664,124* ------------------------------------------ - -------------------------------------------------------------------------------------------- 11) AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 21,664,124* - -------------------------------------------------------------------------------------------- 12) CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES [X]* (SEE INSTRUCTIONS) - -------------------------------------------------------------------------------------------- 13) PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 21.8% - -------------------------------------------------------------------------------------------- 14) TYPE OF REPORTING PERSON (SEE CO INSTRUCTIONS) - --------------------------------------------------------------------------------------------
* Does not include 50,000 shares of Common Stock subject to a purchase option held by Mr. Anthony P. Dolanski, the Chief Financial Officer of Internet Capital Group, Inc. Internet Capital Group, Inc. does not have voting or dispositive power with respect to these shares and disclaims beneficial ownership thereof. Page 2 of 11 CUSIP NO. 913363 10 7 1) NAME OF REPORTING PERSONS ICG HOLDINGS, INC. I.R.S. IDENTIFICATION NOS. OF ABOVE PERSON 51-0396570 - -------------------------------------------------------------------------------------------- 2) CHECK THE APPROPRIATE BOX (a)[ ] IF A MEMBER OF A GROUP (b)[X] - -------------------------------------------------------------------------------------------- 3) SEC USE ONLY - -------------------------------------------------------------------------------------------- 4) SOURCE OF FUNDS (SEE INSTRUCTIONS) NOT APPLICABLE - -------------------------------------------------------------------------------------------- 5) CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e) - -------------------------------------------------------------------------------------------- 6) CITIZENSHIP OR PLACE OF ORGANIZATION DELAWARE - -------------------------------------------------------------------------------------------- NUMBER OF SHARES 7) SOLE VOTING BENEFICIALLY OWNED BY EACH POWER 0 REPORTING PERSON WITH ------------------------------------------- 8) SHARED VOTING POWER 21,664,124 ------------------------------------------- 9) SOLE DISPOSITIVE POWER 0 ------------------------------------------- 10) SHARED DISPOSITIVE POWER 21,664,124 ------------------------------------------- 11) AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 21,664,124 - -------------------------------------------------------------------------------------------- 12) CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS) [ ] - -------------------------------------------------------------------------------------------- 13) PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 21.8% - -------------------------------------------------------------------------------------------- 14) TYPE OF REPORTING PERSON (SEE CO INSTRUCTIONS) - --------------------------------------------------------------------------------------------
Page 3 of 11 ITEM 1. SECURITY AND ISSUER This Amendment No. 2 to Statement on Schedule 13D (the "Statement") amends the statement previously filed on March 23, 2000, as amended on January 8, 2002, and relates to the Common Stock, par value $0.01 per share (the "Common Stock"), of Universal Access Global Holdings Inc. (the "Issuer"). The principal executive offices of the Issuer are located at 233 South Wacker Drive, Suite 600, Chicago, Illinois 60606. ITEM 2. IDENTITY AND BACKGROUND (a) - (c) This amended Schedule 13D is being filed by: (i) Internet Capital Group, Inc., a Delaware corporation ("ICG"), with its principal place of business and principal office at Building 600, 435 Devon Park Drive, Wayne, Pennsylvania 19087; and (ii) ICG Holdings, Inc., a Delaware corporation ("Holdings" and, together with ICG, the "Reporting Persons"), with its principal place of business and principal office at 100 Lake Drive, Suite 4, Pencader Corporate Center, Newark, Delaware 19702. ICG is an information technology company actively engaged in delivering software solutions and services that are designed to enhance business operations by increasing efficiency, reducing costs and improving sales results. ICG operates through a network of partner companies that deliver those solutions to customers. To help drive partner company progress, ICG provides operational assistance, capital support, industry expertise, access to operational best practices, and a strategic network of business relationships. Holdings is a wholly-owned direct subsidiary of ICG and is a holding company. The information required by Item 2(a-c) of Schedule 13D about the identity and background of the executive officers and directors of: (i) ICG is set forth on Schedule I hereto; and (ii) Holdings is set forth on Schedule II hereto. (d) During the last five years, neither of the Reporting Persons nor any of their respective executive officers or directors has been convicted in a criminal proceeding. (e) During the last five years, neither of the Reporting Persons nor any of their respective executive officers or directors has been a party to a civil proceeding of a judicial or administrative body of competent jurisdiction and as a result of such proceeding was or is subject to a judgment, decree or final order enjoining future violations of, or prohibiting or mandating activities subject to, federal or state securities laws or finding any violation with respect to such laws. (f) All the executive officers and directors of the Reporting Persons are citizens of the United States. ITEM 3. SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION Not applicable. ITEM 4. PURPOSE OF TRANSACTION The Reporting Persons have acquired the shares of Common Stock that they control as part of ICG's goal of becoming a leader of information technology by owning significant stakes in leading companies that deliver the savings and efficiency of the internet to businesses of all sizes across all industries. ICG intends to review, from time to time, its interest in the Issuer on the basis of various factors, including but not limited to the Issuer's business, financial condition, results of operations and prospects, synergies with other partner companies, general economic and industry conditions, as well as other developments and other acquisition opportunities. Based upon those considerations, ICG may seek to acquire additional shares of Common Stock on the open market or in privately negotiated transactions, or to dispose of all or a portion of the Common Stock controlled by the Reporting Persons. Page 4 of 11 Except as set forth above, neither of the Reporting Persons have formulated any plans or proposals of the types referred to in clauses (a) through (j) of Item 4 of Schedule 13D. ITEM 5. INTEREST IN SECURITIES OF THE ISSUER (a-b) Each of ICG and Holdings may be deemed to be the beneficial owner with shared power to vote and dispose of a total of 21,664,124 shares of Common Stock (or approximately 21.8% of the outstanding Common Stock) as calculated in accordance with Rule 13d-3(d). Holdings is a wholly-owned subsidiary of ICG. Accordingly, ICG has the ability to direct the exercise of Holdings' voting and dispositive power with respect to the Common Stock. In connection with the Voting Agreement (as defined below), Holdings has agreed to enter into a stockholders' agreement which will limit Holdings' ability to dispose of shares of Common Stock. (c) Not applicable. (d) Not applicable. (e) Not applicable. ITEM 6. CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR RELATIONSHIPS WITH RESPECT TO SECURITIES OF THE ISSUER In connection with the Stock Purchase Agreement (the "Purchase Agreement"), dated as of April 7, 2003, by and between CityNet Telecommunications Inc. ("CityNet") and the Issuer, Holdings has executed the Voting Agreement, dated as of April 7, 2003, by and among CityNet and certain stockholders of the Issuer (the "Voting Agreement"). Pursuant to the Voting Agreement, Holdings has agreed to vote, and granted CityNet an irrevocable proxy to vote, 21,664,124 shares of Common Stock held by Holdings, plus certain additional shares of Common Stock subsequently acquired by Holdings, in favor of: (i) approval of the Purchase Agreement and the Transactions (as defined in the Purchase Agreement); (ii) CityNet's designees for the Board of Directors of the Issuer to the extent CityNet has designation rights pursuant to the Transaction Documents (as defined in the Purchase Agreement); and (iii) any other matter that could reasonably be expected to facilitate the Transactions. In connection with the Voting Agreement, Holdings has agreed to enter into a stockholders' agreement which will limit Holdings' ability to dispose of shares of Common Stock. The Reporting Persons understand that in addition to the Shares of Common Stock that they control, the Voting Agreement covers an additional 27,436,496 shares of Common Stock controlled by stockholders of the Issuer other than the Reporting Persons or their respective affiliates. ICG has entered into an agreement with Mr. Anthony P. Dolanski, ICG's Chief Financial Officer, whereby Mr. Dolanski has agreed to hold his option to purchase up to 50,000 shares of Common Stock and the shares he receives upon exercise of such option for the exclusive economic benefit of ICG. Although Mr. Dolanski has agreed to pay over any economic benefits he realizes with respect to such securities, Mr. Dolanski retains sole voting and dispositive power over such securities. ICG disclaims beneficial ownership of these shares. Other than as described above and in the original Schedule 13D, as amended, to which this amendment relates, to the knowledge of the Reporting Persons, there are no contracts, arrangements, understandings or relationships (legal or otherwise) among the persons named in Item 2 and any person with respect to any securities of the Issuer. Page 5 of 11 ITEM 7. MATERIAL TO BE FILED AS EXHIBITS Exhibit 1 Joint Filing Agreement dated April 15, 2003. Exhibit 2 Voting Agreement, dated as of April 7, 2003, by and among CityNet Telecommunications, Inc. and certain stockholders of Universal Access Global Holdings Inc. (incorporated by reference to Exhibit 9 to Form 8-K of Universal Access Global Holdings Inc.filed on April 11, 2003). Exhibit 3 Stock Purchase Agreement, dated as of April 7, 2003, by and between CityNet Telecommunications Inc. and Universal Access Global Holdings Inc. (incorporated by reference to Exhibit 2.2 to Form 8-K of Universal Access Global Holdings Inc. filed on April 11, 2003). Page 6 of 11 Signature After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct. Dated April 15, 2003 INTERNET CAPITAL GROUP, INC. By:/s/ Henry N. Nassau ----------------------------- Henry N. Nassau Chief Operating Officer Dated April 15, 2003 ICG HOLDINGS, INC. By:/s/ Henry N. Nassau ----------------------------- Henry N. Nassau Vice President and Secretary Page 7 of 11 SCHEDULE I
Name Present Principal Employment Business Address - ---- ---------------------------- ---------------- EXECUTIVE OFFICERS Walter W. Buckley, III Chairman, President and Chief Internet Capital Group, Inc. Executive Officer Building 600 435 Devon Park Drive Wayne, PA 19087 Henry N. Nassau Chief Operating Officer, Managing Internet Capital Group, Inc. Director and Secretary Building 600 435 Devon Park Drive Wayne, PA 19087 Anthony P. Dolanski Chief Financial Officer Internet Capital Group, Inc. Building 600 435 Devon Park Drive Wayne, PA 19087 DIRECTORS Walter W. Buckley, III (same as above) (same as above) Robert E. Keith, Jr. President and Chief Executive TL Ventures Officer 700 Building 435 Devon Park Drive Wayne, PA 19087 David J. Berkman Managing Partner Liberty Associated Partners, L.P. 3 Bala Plaza Suite 502 Bala Cynwyd, PA 19004 Warren V. Musser Managing Director The Musser Group Building 500 435 Devon Park Drive Wayne, PA 19087 Thomas P. Gerrity Former Dean The Wharton School University of Pennsylvania 1000 Steinberg Hall Philadelphia, PA 19104
Page 8 of 11 Michael D. Zisman Vice President, Corporate Strategy International Business Machines Corporation 55 Cambridge Parkway Cambridge, MA 02142 Philip J. Ringo Chairman and Chief Executive Officer RubberNetwork.com, LLC 3003 Summit Boulevard NE Suite 1400 Atlanta, GA 30319
Page 9 of 11 SCHEDULE II
Name Present Principal Employment Business Address - ---- ---------------------------- ---------------- EXECUTIVE OFFICERS Walter W. Buckley, III President Internet Capital Group, Inc. Building 600 435 Devon Park Drive Wayne, PA 19087 Henry N. Nassau Vice President and Secretary Internet Capital Group, Inc. Building 600 435 Devon Park Drive Wayne, PA 19087 Philip A. Rooney Vice President Internet Capital Group, Inc. Building 600 435 Devon Park Drive Wayne, PA 19087 DIRECTORS Walter W. Buckley, III (same as above) (same as above) Henry N. Nassau (same as above) (same as above) Philip A. Rooney (same as above) (same as above)
Page 10 of 11 EX-1 3 w85552exv1.txt JOINT FILING AGREEMENT DATED APRIL 15, 2003 Exhibit 1 Joint Filing Agreement The undersigned parties hereby agree that the Schedule 13D filed herewith (and any amendments thereto) relating to the Common Stock of Universal Access Global Holdings Inc. is being filed jointly on behalf of each of them with the Securities and Exchange Commission pursuant to Section 13(d) of the Securities Act of 1934, as amended. Dated April 15, 2003 INTERNET CAPITAL GROUP, INC. By: /s/ Henry N. Nassau ----------------------------- Henry N. Nassau Chief Operating Officer Dated April 15, 2003 ICG HOLDINGS, INC. By: /s/ Henry N. Nassau ----------------------------- Henry N. Nassau Vice President and Secretary Page 11 of 11 -----END PRIVACY-ENHANCED MESSAGE-----