-----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, OqF7DF+ZkNqESoGf8XCwhx3dglQa0LWUUMK2FOvWZzFTnJQdeKXgD5tADyl77Yo0 Lcc8M8JvPn/kh6TliWfnqA== /in/edgar/work/20000824/0000912057-00-038971/0000912057-00-038971.txt : 20000922 0000912057-00-038971.hdr.sgml : 20000922 ACCESSION NUMBER: 0000912057-00-038971 CONFORMED SUBMISSION TYPE: SC 13D PUBLIC DOCUMENT COUNT: 3 FILED AS OF DATE: 20000824 SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: SYNAGRO TECHNOLOGIES INC CENTRAL INDEX KEY: 0000895565 STANDARD INDUSTRIAL CLASSIFICATION: [4953 ] IRS NUMBER: 760511324 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D SEC ACT: SEC FILE NUMBER: 005-46945 FILM NUMBER: 709028 BUSINESS ADDRESS: STREET 1: 1800 BERING STE 1000 CITY: HOUSTON STATE: TX ZIP: 77057 BUSINESS PHONE: 7133691700 MAIL ADDRESS: STREET 1: 1800 BERING STE 1000 CITY: HOUSTON STATE: TX ZIP: 77057 FORMER COMPANY: FORMER CONFORMED NAME: N-VIRO RECOVERY INC DATE OF NAME CHANGE: 19940531 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: TCW GROUP INC CENTRAL INDEX KEY: 0000850401 STANDARD INDUSTRIAL CLASSIFICATION: [ ] FILING VALUES: FORM TYPE: SC 13D BUSINESS ADDRESS: STREET 1: 865 SOUTH FIGUEROA ST CITY: LOS ANGELES STATE: CA ZIP: 90017 MAIL ADDRESS: STREET 2: 865 SOUTH FIGUEROA STREET CITY: LOS ANGELES STATE: CA ZIP: 90017 SC 13D 1 sc13d.txt SCHEDULE 13D SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 ---------- SCHEDULE 13D (RULE 13d-101) INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT TO RULE 13d-1(a) AND AMENDMENTS THERETO FILED PURSUANT TO RULE 13d-2(a) SYNAGRO TECHNOLOGIES, INC. -------------------------- (Name of Issuer) COMMON STOCK, $0.002 PAR VALUE ------------------------------ (Title of Class of Securities) 871562203 --------- (CUSIP Number) Linda D. Barker, Esq. The TCW Group, Inc. 865 South Figueroa Street, Suite 1800 Los Angeles, California 90017 213-244-0694 ------------ (Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications) AUGUST 14, 2000 --------------- (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 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. (Continued on following pages) (Page 1 of 40 Pages) - ------------------- -------------------- CUSIP NO. 871562203 13 D Page 2 of 40 Pages - ------------------- -------------------- - -------------------------------------------------------------------------------- 1 NAME OF REPORTING PERSON I.R.S. IDENTIFICATION NO. OF ABOVE PERSON (ENTITIES ONLY) The TCW Group, Inc. - -------------------------------------------------------------------------------- 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) / / (b) /X/ - -------------------------------------------------------------------------------- 3 SEC USE ONLY - -------------------------------------------------------------------------------- 4 SOURCE OF FUNDS Not Applicable - -------------------------------------------------------------------------------- 5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e) / / - -------------------------------------------------------------------------------- 6 CITIZENSHIP OR PLACE OF ORGANIZATION Nevada - -------------------------------------------------------------------------------- NUMBER OF 7 SOLE VOTING POWER 0 SHARES ------------------------------------------------- 8 SHARED VOTING POWER BENEFICIALLY 580,665* ------------------------------------------------- OWNED BY 9 SOLE DISPOSITIVE POWER 0 EACH ------------------------------------------------- REPORTING PERSON 10 SHARED DISPOSITIVE POWER WITH 580,665* - -------------------------------------------------------------------------------- 11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 580,665* - -------------------------------------------------------------------------------- 12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES /X/** - -------------------------------------------------------------------------------- 13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 2.7% - -------------------------------------------------------------------------------- 14 TYPE OF REPORTING PERSON HC, CO - -------------------------------------------------------------------------------- *The Reporting Person owns no Common Stock. Numbers reflect the number of shares that the Reporting Person has a right to acquire through the conversion of Preferred Stock and the resulting voting and dispositive powers that will arise only if the shares are so acquired. See Item 5 of the text below. These shares do not include an indeterminate number of shares that might also be acquired on exercise of warrants that might be acquired, subject to conditions, in connection with future loans by the TCW/Agreement Parties. See Item 3. **The aggregate amount in Row (11) excludes shares that the Reporting Person may be deemed to beneficially own as a member of those groups as to which the Reporting Person disclaims group membership in Item 5(a) of the text below. - ------------------- -------------------- CUSIP NO. 871562203 13 D Page 3 of 40 Pages - ------------------- -------------------- - -------------------------------------------------------------------------------- 1 NAME OF REPORTING PERSON I.R.S. IDENTIFICATION NO. OF ABOVE PERSON (ENTITIES ONLY) Robert A. Day - -------------------------------------------------------------------------------- 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) / / (b) /X/ - -------------------------------------------------------------------------------- 3 SEC USE ONLY - -------------------------------------------------------------------------------- 4 SOURCE OF FUNDS Not Applicable - -------------------------------------------------------------------------------- 5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e) / / - -------------------------------------------------------------------------------- 6 CITIZENSHIP OR PLACE OF ORGANIZATION United States - -------------------------------------------------------------------------------- NUMBER OF 7 SOLE VOTING POWER 0 SHARES ------------------------------------------------- 8 SHARED VOTING POWER BENEFICIALLY 580,665* ------------------------------------------------- OWNED BY 9 SOLE DISPOSITIVE POWER 0 EACH ------------------------------------------------- REPORTING PERSON 10 SHARED DISPOSITIVE POWER WITH 580,665* - -------------------------------------------------------------------------------- 11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 580,665* - -------------------------------------------------------------------------------- 12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES /X/** - -------------------------------------------------------------------------------- 13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 2.7% - -------------------------------------------------------------------------------- 14 TYPE OF REPORTING PERSON IN, HC - -------------------------------------------------------------------------------- *The Reporting Person owns no Common Stock. Numbers reflect the number of shares that the Reporting Person has a right to acquire through the conversion of Preferred Stock and the resulting voting and dispositive powers that will arise only if the shares are so acquired. See Item 5 of the text below. These shares do not include an indeterminate number of shares that might also be acquired on exercise of warrants that might be acquired, subject to conditions, in connection with future loans by the TCW/Agreement Parties. See Item 3. **The aggregate amount in Row (11) excludes shares that the Reporting Person may be deemed to beneficially own as a member of those groups as to which the Reporting Person disclaims group membership in Item 5(a) of the text below. - ------------------- -------------------- CUSIP NO. 871562203 13 D Page 4 of 40 Pages - ------------------- -------------------- - -------------------------------------------------------------------------------- 1 NAME OF REPORTING PERSON I.R.S. IDENTIFICATION NO. OF ABOVE PERSON (ENTITIES ONLY) TCW Investment Management Company - -------------------------------------------------------------------------------- 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) / / (b) /X/ - -------------------------------------------------------------------------------- 3 SEC USE ONLY - -------------------------------------------------------------------------------- 4 SOURCE OF FUNDS Not Applicable - -------------------------------------------------------------------------------- 5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e) / / - -------------------------------------------------------------------------------- 6 CITIZENSHIP OR PLACE OF ORGANIZATION California - -------------------------------------------------------------------------------- NUMBER OF 7 SOLE VOTING POWER 0 SHARES ------------------------------------------------- 8 SHARED VOTING POWER BENEFICIALLY 387,110* ------------------------------------------------- OWNED BY 9 SOLE DISPOSITIVE POWER 0 EACH ------------------------------------------------- REPORTING PERSON 10 SHARED DISPOSITIVE POWER WITH 387,110* - -------------------------------------------------------------------------------- 11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 387,110* - -------------------------------------------------------------------------------- 12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES /X/** - -------------------------------------------------------------------------------- 13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 1.8% - -------------------------------------------------------------------------------- 14 TYPE OF REPORTING PERSON HC, CO, IA - -------------------------------------------------------------------------------- *The Reporting Person owns no Common Stock. Numbers reflect the number of shares that the Reporting Person has a right to acquire through the conversion of Preferred Stock and the resulting voting and dispositive powers that will arise only if the shares are so acquired. See Item 5 of the text below. These shares do not include an indeterminate number of shares that might also be acquired on exercise of warrants that might be acquired, subject to conditions, in connection with future loans by the TCW/Agreement Parties. See Item 3. **The aggregate amount in Row (11) excludes shares that the Reporting Person may be deemed to beneficially own as a member of those groups as to which the Reporting Person disclaims group membership in Item 5(a) of the text below. - ------------------- -------------------- CUSIP NO. 871562203 13 D Page 5 of 40 Pages - ------------------- -------------------- - -------------------------------------------------------------------------------- 1 NAME OF REPORTING PERSON I.R.S. IDENTIFICATION NO. OF ABOVE PERSON (ENTITIES ONLY) TCW Asset Management Company - -------------------------------------------------------------------------------- 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) / / (b) /X/ - -------------------------------------------------------------------------------- 3 SEC USE ONLY - -------------------------------------------------------------------------------- 4 SOURCE OF FUNDS Not Applicable - -------------------------------------------------------------------------------- 5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e) / / - -------------------------------------------------------------------------------- 6 CITIZENSHIP OR PLACE OF ORGANIZATION California - -------------------------------------------------------------------------------- NUMBER OF 7 SOLE VOTING POWER 0 SHARES ------------------------------------------------- 8 SHARED VOTING POWER BENEFICIALLY 193,555* ------------------------------------------------- OWNED BY 9 SOLE DISPOSITIVE POWER 0 EACH ------------------------------------------------- REPORTING PERSON 10 SHARED DISPOSITIVE POWER WITH 193,555* - -------------------------------------------------------------------------------- 11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 193,555* - -------------------------------------------------------------------------------- 12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES /X/** - -------------------------------------------------------------------------------- 13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 0.9% - -------------------------------------------------------------------------------- 14 TYPE OF REPORTING PERSON HC, CO, IA - -------------------------------------------------------------------------------- *The Reporting Person owns no Common Stock. Numbers reflect the number of shares that the Reporting Person has a right to acquire through the conversion of Preferred Stock and the resulting voting and dispositive powers that will arise only if the shares are so acquired. See Item 5 of the text below. These shares do not include an indeterminate number of shares that might also be acquired on exercise of warrants that might be acquired, subject to conditions, in connection with future loans by the TCW/Agreement Parties. See Item 3. **The aggregate amount in Row (11) excludes shares that the Reporting Person may be deemed to beneficially own as a member of those groups as to which the Reporting Person disclaims group membership in Item 5(a) of the text below. - ------------------- -------------------- CUSIP NO. 871562203 13 D Page 6 of 40 Pages - ------------------- -------------------- - -------------------------------------------------------------------------------- 1 NAME OF REPORTING PERSON I.R.S. IDENTIFICATION NO. OF ABOVE PERSON (ENTITIES ONLY) TCW/Crescent Mezzanine II, LLC - -------------------------------------------------------------------------------- 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) / / (b) /X/ - -------------------------------------------------------------------------------- 3 SEC USE ONLY - -------------------------------------------------------------------------------- 4 SOURCE OF FUNDS Not Applicable - -------------------------------------------------------------------------------- 5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e) / / - -------------------------------------------------------------------------------- 6 CITIZENSHIP OR PLACE OF ORGANIZATION Delaware - -------------------------------------------------------------------------------- NUMBER OF 7 SOLE VOTING POWER 0 SHARES ------------------------------------------------- 8 SHARED VOTING POWER BENEFICIALLY 2,321,120* ------------------------------------------------- OWNED BY 9 SOLE DISPOSITIVE POWER 0 EACH ------------------------------------------------- REPORTING PERSON 10 SHARED DISPOSITIVE POWER WITH 2,321,120* - -------------------------------------------------------------------------------- 11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 2,321,120* - -------------------------------------------------------------------------------- 12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES /X/** - -------------------------------------------------------------------------------- 13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 10.4% - -------------------------------------------------------------------------------- 14 TYPE OF REPORTING PERSON OO, IA - -------------------------------------------------------------------------------- *The Reporting Person owns no Common Stock. Numbers reflect the number of shares that the Reporting Person has a right to acquire through the conversion of Preferred Stock and the resulting voting and dispositive powers that will arise only if the shares are so acquired. See Item 5 of the text below. These shares do not include an indeterminate number of shares that might also be acquired on exercise of warrants that might be acquired, subject to conditions, in connection with future loans by the TCW/Agreement Parties. See Item 3. **The aggregate amount in Row (11) excludes shares that the Reporting Person may be deemed to beneficially own as a member of those groups as to which the Reporting Person disclaims group membership in Item 5(a) of the text below. - ------------------- -------------------- CUSIP NO. 871562203 13 D Page 7 of 40 Pages - ------------------- -------------------- - -------------------------------------------------------------------------------- 1 NAME OF REPORTING PERSON I.R.S. IDENTIFICATION NO. OF ABOVE PERSON (ENTITIES ONLY) TCW/Crescent Mezzanine Partners II, L.P. - -------------------------------------------------------------------------------- 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) / / (b) /X/ - -------------------------------------------------------------------------------- 3 SEC USE ONLY - -------------------------------------------------------------------------------- 4 SOURCE OF FUNDS WC - -------------------------------------------------------------------------------- 5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e) / / - -------------------------------------------------------------------------------- 6 CITIZENSHIP OR PLACE OF ORGANIZATION Delaware - -------------------------------------------------------------------------------- NUMBER OF 7 SOLE VOTING POWER 0 SHARES ------------------------------------------------- 8 SHARED VOTING POWER BENEFICIALLY 1,868,255* ------------------------------------------------- OWNED BY 9 SOLE DISPOSITIVE POWER 0 EACH ------------------------------------------------- REPORTING PERSON 10 SHARED DISPOSITIVE POWER WITH 1,868,255* - -------------------------------------------------------------------------------- 11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 1,868,255* - -------------------------------------------------------------------------------- 12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES /X/** - -------------------------------------------------------------------------------- 13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 8.4% - -------------------------------------------------------------------------------- 14 TYPE OF REPORTING PERSON PN - -------------------------------------------------------------------------------- *The Reporting Person owns no Common Stock. Numbers reflect the number of shares that the Reporting Person has a right to acquire through the conversion of Preferred Stock and the resulting voting and dispositive powers that will arise only if the shares are so acquired. See Item 5 of the text below. These shares do not include an indeterminate number of shares that might also be acquired on exercise of warrants that might be acquired, subject to conditions, in connection with future loans by the TCW/Agreement Parties. See Item 3. **The aggregate amount in Row (11) excludes shares that the Reporting Person may be deemed to beneficially own as a member of those groups as to which the Reporting Person disclaims group membership in Item 5(a) of the text below. - ------------------- -------------------- CUSIP NO. 871562203 13 D Page 8 of 40 Pages - ------------------- -------------------- - -------------------------------------------------------------------------------- 1 NAME OF REPORTING PERSON I.R.S. IDENTIFICATION NO. OF ABOVE PERSON (ENTITIES ONLY) TCW/Crescent Mezzanine Trust II - -------------------------------------------------------------------------------- 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) / / (b) /X/ - -------------------------------------------------------------------------------- 3 SEC USE ONLY - -------------------------------------------------------------------------------- 4 SOURCE OF FUNDS WC - -------------------------------------------------------------------------------- 5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e) / / - -------------------------------------------------------------------------------- 6 CITIZENSHIP OR PLACE OF ORGANIZATION Delaware - -------------------------------------------------------------------------------- NUMBER OF 7 SOLE VOTING POWER 0 SHARES ------------------------------------------------- 8 SHARED VOTING POWER BENEFICIALLY 452,865* ------------------------------------------------- OWNED BY 9 SOLE DISPOSITIVE POWER 0 EACH ------------------------------------------------- REPORTING PERSON 10 SHARED DISPOSITIVE POWER WITH 452,865* - -------------------------------------------------------------------------------- 11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 452,865* - -------------------------------------------------------------------------------- 12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES /X/** - -------------------------------------------------------------------------------- 13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 2.0% - -------------------------------------------------------------------------------- 14 TYPE OF REPORTING PERSON OO - -------------------------------------------------------------------------------- *The Reporting Person owns no Common Stock. Numbers reflect the number of shares that the Reporting Person has a right to acquire through the conversion of Preferred Stock and the resulting voting and dispositive powers that will arise only if the shares are so acquired. See Item 5 of the text below. These shares do not include an indeterminate number of shares that might also be acquired on exercise of warrants that might be acquired, subject to conditions, in connection with future loans by the TCW/Agreement Parties. See Item 3. **The aggregate amount in Row (11) excludes shares that the Reporting Person may be deemed to beneficially own as a member of those groups as to which the Reporting Person disclaims group membership in Item 5(a) of the text below. - ------------------- -------------------- CUSIP NO. 871562203 13 D Page 9 of 40 Pages - ------------------- -------------------- - -------------------------------------------------------------------------------- 1 NAME OF REPORTING PERSON I.R.S. IDENTIFICATION NO. OF ABOVE PERSON (ENTITIES ONLY) TCW Leveraged Income Trust, L.P. - -------------------------------------------------------------------------------- 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) / / (b) /X/ - -------------------------------------------------------------------------------- 3 SEC USE ONLY - -------------------------------------------------------------------------------- 4 SOURCE OF FUNDS WC - -------------------------------------------------------------------------------- 5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e) / / - -------------------------------------------------------------------------------- 6 CITIZENSHIP OR PLACE OF ORGANIZATION Delaware - -------------------------------------------------------------------------------- NUMBER OF 7 SOLE VOTING POWER 0 SHARES ------------------------------------------------- 8 SHARED VOTING POWER BENEFICIALLY 193,555* ------------------------------------------------- OWNED BY 9 SOLE DISPOSITIVE POWER 0 EACH ------------------------------------------------- REPORTING PERSON 10 SHARED DISPOSITIVE POWER WITH 193,555* - -------------------------------------------------------------------------------- 11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 193,555* - -------------------------------------------------------------------------------- 12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES /X/** - -------------------------------------------------------------------------------- 13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 0.9% - -------------------------------------------------------------------------------- 14 TYPE OF REPORTING PERSON PN - -------------------------------------------------------------------------------- *The Reporting Person owns no Common Stock. Numbers reflect the number of shares that the Reporting Person has a right to acquire through the conversion of Preferred Stock and the resulting voting and dispositive powers that will arise only if the shares are so acquired. See Item 5 of the text below. These shares do not include an indeterminate number of shares that might also be acquired on exercise of warrants that might be acquired, subject to conditions, in connection with future loans by the TCW/Agreement Parties. See Item 3. **The aggregate amount in Row (11) excludes shares that the Reporting Person may be deemed to beneficially own as a member of those groups as to which the Reporting Person disclaims group membership in Item 5(a) of the text below. - ------------------- -------------------- CUSIP NO. 871562203 13 D Page 10 of 40 Pages - ------------------- -------------------- - -------------------------------------------------------------------------------- 1 NAME OF REPORTING PERSON I.R.S. IDENTIFICATION NO. OF ABOVE PERSON (ENTITIES ONLY) TCW Leveraged Income Trust II, L.P. - -------------------------------------------------------------------------------- 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) / / (b) /X/ - -------------------------------------------------------------------------------- 3 SEC USE ONLY - -------------------------------------------------------------------------------- 4 SOURCE OF FUNDS WC - -------------------------------------------------------------------------------- 5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e) / / - -------------------------------------------------------------------------------- 6 CITIZENSHIP OR PLACE OF ORGANIZATION Delaware - -------------------------------------------------------------------------------- NUMBER OF 7 SOLE VOTING POWER 0 SHARES ------------------------------------------------- 8 SHARED VOTING POWER BENEFICIALLY 193,555* ------------------------------------------------- OWNED BY 9 SOLE DISPOSITIVE POWER 0 EACH ------------------------------------------------- REPORTING PERSON 10 SHARED DISPOSITIVE POWER WITH 193,555* - -------------------------------------------------------------------------------- 11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 193,555* - -------------------------------------------------------------------------------- 12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES /X/** - -------------------------------------------------------------------------------- 13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 0.9% - -------------------------------------------------------------------------------- 14 TYPE OF REPORTING PERSON PN - -------------------------------------------------------------------------------- *The Reporting Person owns no Common Stock. Numbers reflect the number of shares that the Reporting Person has a right to acquire through the conversion of Preferred Stock and the resulting voting and dispositive powers that will arise only if the shares are so acquired. See Item 5 of the text below. These shares do not include an indeterminate number of shares that might also be acquired on exercise of warrants that might be acquired, subject to conditions, in connection with future loans by the TCW/Agreement Parties. See Item 3. **The aggregate amount in Row (11) excludes shares that the Reporting Person may be deemed to beneficially own as a member of those groups as to which the Reporting Person disclaims group membership in Item 5(a) of the text below. - ------------------- -------------------- CUSIP NO. 871562203 13 D Page 11 of 40 Pages - ------------------- -------------------- - -------------------------------------------------------------------------------- 1 NAME OF REPORTING PERSON I.R.S. IDENTIFICATION NO. OF ABOVE PERSON (ENTITIES ONLY) TCW Leveraged Income Trust IV, L.P. - -------------------------------------------------------------------------------- 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) / / (b) /X/ - -------------------------------------------------------------------------------- 3 SEC USE ONLY - -------------------------------------------------------------------------------- 4 SOURCE OF FUNDS WC - -------------------------------------------------------------------------------- 5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e) / / - -------------------------------------------------------------------------------- 6 CITIZENSHIP OR PLACE OF ORGANIZATION Delaware - -------------------------------------------------------------------------------- NUMBER OF 7 SOLE VOTING POWER 0 SHARES ------------------------------------------------- 8 SHARED VOTING POWER BENEFICIALLY 193,555* ------------------------------------------------- OWNED BY 9 SOLE DISPOSITIVE POWER 0 EACH ------------------------------------------------- REPORTING PERSON 10 SHARED DISPOSITIVE POWER WITH 193,555* - -------------------------------------------------------------------------------- 11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 193,555* - -------------------------------------------------------------------------------- 12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES /X/** - -------------------------------------------------------------------------------- 13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 0.9% - -------------------------------------------------------------------------------- 14 TYPE OF REPORTING PERSON PN - -------------------------------------------------------------------------------- *The Reporting Person owns no Common Stock. Numbers reflect the number of shares that the Reporting Person has a right to acquire through the conversion of Preferred Stock and the resulting voting and dispositive powers that will arise only if the shares are so acquired. See Item 5 of the text below. These shares do not include an indeterminate number of shares that might also be acquired on exercise of warrants that might be acquired, subject to conditions, in connection with future loans by the TCW/Agreement Parties. See Item 3. **The aggregate amount in Row (11) excludes shares that the Reporting Person may be deemed to beneficially own as a member of those groups as to which the Reporting Person disclaims group membership in Item 5(a) of the text below. - ------------------- -------------------- CUSIP NO. 871562203 13 D Page 12 of 40 Pages - ------------------- -------------------- - -------------------------------------------------------------------------------- 1 NAME OF REPORTING PERSON I.R.S. IDENTIFICATION NO. OF ABOVE PERSON (ENTITIES ONLY) TCW Advisers (Bermuda) Ltd. - -------------------------------------------------------------------------------- 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) / / (b) /X/ - -------------------------------------------------------------------------------- 3 SEC USE ONLY - -------------------------------------------------------------------------------- 4 SOURCE OF FUNDS Not Applicable - -------------------------------------------------------------------------------- 5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e) / / - -------------------------------------------------------------------------------- 6 CITIZENSHIP OR PLACE OF ORGANIZATION Bermuda - -------------------------------------------------------------------------------- NUMBER OF 7 SOLE VOTING POWER 0 SHARES ------------------------------------------------- 8 SHARED VOTING POWER BENEFICIALLY 387,110* ------------------------------------------------- OWNED BY 9 SOLE DISPOSITIVE POWER 0 EACH ------------------------------------------------- REPORTING PERSON 10 SHARED DISPOSITIVE POWER WITH 387,110* - -------------------------------------------------------------------------------- 11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 387,110* - -------------------------------------------------------------------------------- 12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES /X/** - -------------------------------------------------------------------------------- 13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 1.8% - -------------------------------------------------------------------------------- 14 TYPE OF REPORTING PERSON CO - -------------------------------------------------------------------------------- *The Reporting Person owns no Common Stock. Numbers reflect the number of shares that the Reporting Person has a right to acquire through the conversion of Preferred Stock and the resulting voting and dispositive powers that will arise only if the shares are so acquired. See Item 5 of the text below. These shares do not include an indeterminate number of shares that might also be acquired on exercise of warrants that might be acquired, subject to conditions, in connection with future loans by the TCW/Agreement Parties. See Item 3. **The aggregate amount in Row (11) excludes shares that the Reporting Person may be deemed to beneficially own as a member of those groups as to which the Reporting Person disclaims group membership in Item 5(a) of the text below. - ------------------- -------------------- CUSIP NO. 871562203 13 D Page 13 of 40 Pages - ------------------- -------------------- - -------------------------------------------------------------------------------- 1 NAME OF REPORTING PERSON I.R.S. IDENTIFICATION NO. OF ABOVE PERSON (ENTITIES ONLY) TCW/Crescent Mezzanine II, L.P. - -------------------------------------------------------------------------------- 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) / / (b) /X/ - -------------------------------------------------------------------------------- 3 SEC USE ONLY - -------------------------------------------------------------------------------- 4 SOURCE OF FUNDS Not Applicable - -------------------------------------------------------------------------------- 5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e) / / - -------------------------------------------------------------------------------- 6 CITIZENSHIP OR PLACE OF ORGANIZATION Delaware - -------------------------------------------------------------------------------- NUMBER OF 7 SOLE VOTING POWER 0 SHARES ------------------------------------------------- 8 SHARED VOTING POWER BENEFICIALLY 2,321,120* ------------------------------------------------- OWNED BY 9 SOLE DISPOSITIVE POWER 0 EACH ------------------------------------------------- REPORTING PERSON 10 SHARED DISPOSITIVE POWER WITH 2,321,120* - -------------------------------------------------------------------------------- 11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 2,321,120* - -------------------------------------------------------------------------------- 12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES /X/** - -------------------------------------------------------------------------------- 13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 10.4% - -------------------------------------------------------------------------------- 14 TYPE OF REPORTING PERSON PN - -------------------------------------------------------------------------------- *The Reporting Person owns no Common Stock. Numbers reflect the number of shares that the Reporting Person has a right to acquire through the conversion of Preferred Stock and the resulting voting and dispositive powers that will arise only if the shares are so acquired. See Item 5 of the text below. These shares do not include an indeterminate number of shares that might also be acquired on exercise of warrants that might be acquired, subject to conditions, in connection with future loans by the TCW/Agreement Parties. See Item 3. **The aggregate amount in Row (11) excludes shares that the Reporting Person may be deemed to beneficially own as a member of those groups as to which the Reporting Person disclaims group membership in Item 5(a) of the text below. - ------------------- -------------------- CUSIP NO. 871562203 13 D Page 14 of 40 Pages - ------------------- -------------------- - -------------------------------------------------------------------------------- 1 NAME OF REPORTING PERSON I.R.S. IDENTIFICATION NO. OF ABOVE PERSON (ENTITIES ONLY) TCW (LINC II), L.P. - -------------------------------------------------------------------------------- 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) / / (b) /X/ - -------------------------------------------------------------------------------- 3 SEC USE ONLY - -------------------------------------------------------------------------------- 4 SOURCE OF FUNDS Not Applicable - -------------------------------------------------------------------------------- 5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e) / / - -------------------------------------------------------------------------------- 6 CITIZENSHIP OR PLACE OF ORGANIZATION Delaware - -------------------------------------------------------------------------------- NUMBER OF 7 SOLE VOTING POWER 0 SHARES ------------------------------------------------- 8 SHARED VOTING POWER BENEFICIALLY 193,555* ------------------------------------------------- OWNED BY 9 SOLE DISPOSITIVE POWER 0 EACH ------------------------------------------------- REPORTING PERSON 10 SHARED DISPOSITIVE POWER WITH 193,555* - -------------------------------------------------------------------------------- 11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 193,555* - -------------------------------------------------------------------------------- 12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES /X/** - -------------------------------------------------------------------------------- 13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 0.9% - -------------------------------------------------------------------------------- 14 TYPE OF REPORTING PERSON PN - -------------------------------------------------------------------------------- *The Reporting Person owns no Common Stock. Numbers reflect the number of shares that the Reporting Person has a right to acquire through the conversion of Preferred Stock and the resulting voting and dispositive powers that will arise only if the shares are so acquired. See Item 5 of the text below. These shares do not include an indeterminate number of shares that might also be acquired on exercise of warrants that might be acquired, subject to conditions, in connection with future loans by the TCW/Agreement Parties. See Item 3. **The aggregate amount in Row (11) excludes shares that the Reporting Person may be deemed to beneficially own as a member of those groups as to which the Reporting Person disclaims group membership in Item 5(a) of the text below. - ------------------- -------------------- CUSIP NO. 871562203 13 D Page 15 of 40 Pages - ------------------- -------------------- - -------------------------------------------------------------------------------- 1 NAME OF REPORTING PERSON I.R.S. IDENTIFICATION NO. OF ABOVE PERSON (ENTITIES ONLY) TCW (LINC IV), LLC - -------------------------------------------------------------------------------- 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) / / (b) /X/ - -------------------------------------------------------------------------------- 3 SEC USE ONLY - -------------------------------------------------------------------------------- 4 SOURCE OF FUNDS Not Applicable - -------------------------------------------------------------------------------- 5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e) / / - -------------------------------------------------------------------------------- 6 CITIZENSHIP OR PLACE OF ORGANIZATION Delaware - -------------------------------------------------------------------------------- NUMBER OF 7 SOLE VOTING POWER 0 SHARES ------------------------------------------------- 8 SHARED VOTING POWER BENEFICIALLY 193,555* ------------------------------------------------- OWNED BY 9 SOLE DISPOSITIVE POWER 0 EACH ------------------------------------------------- REPORTING PERSON 10 SHARED DISPOSITIVE POWER WITH 193,555* - -------------------------------------------------------------------------------- 11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 193,555* - -------------------------------------------------------------------------------- 12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES /X/** - -------------------------------------------------------------------------------- 13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 0.9% - -------------------------------------------------------------------------------- 14 TYPE OF REPORTING PERSON OO - -------------------------------------------------------------------------------- *The Reporting Person owns no Common Stock. Numbers reflect the number of shares that the Reporting Person has a right to acquire through the conversion of Preferred Stock and the resulting voting and dispositive powers that will arise only if the shares are so acquired. See Item 5 of the text below. These shares do not include an indeterminate number of shares that might also be acquired on exercise of warrants that might be acquired, subject to conditions, in connection with future loans by the TCW/Agreement Parties. See Item 3. **The aggregate amount in Row (11) excludes shares that the Reporting Person may be deemed to beneficially own as a member of those groups as to which the Reporting Person disclaims group membership in Item 5(a) of the text below. - ------------------- -------------------- CUSIP NO. 871562203 13 D Page 16 of 40 Pages - ------------------- -------------------- - -------------------------------------------------------------------------------- 1 NAME OF REPORTING PERSON I.R.S. IDENTIFICATION NO. OF ABOVE PERSON (ENTITIES ONLY) TCW CRESCENT MEZZANINE, LLC - -------------------------------------------------------------------------------- 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) / / (b) /X/ - -------------------------------------------------------------------------------- 3 SEC USE ONLY - -------------------------------------------------------------------------------- 4 SOURCE OF FUNDS Not Applicable - -------------------------------------------------------------------------------- 5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e) / / - -------------------------------------------------------------------------------- 6 CITIZENSHIP OR PLACE OF ORGANIZATION Delaware - -------------------------------------------------------------------------------- NUMBER OF 7 SOLE VOTING POWER 0 SHARES ------------------------------------------------- 8 SHARED VOTING POWER BENEFICIALLY 2,321,120* ------------------------------------------------- OWNED BY 9 SOLE DISPOSITIVE POWER 0 EACH ------------------------------------------------- REPORTING PERSON 10 SHARED DISPOSITIVE POWER WITH 2,321,120* - -------------------------------------------------------------------------------- 11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 2,321,120* - -------------------------------------------------------------------------------- 12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES /X/** - -------------------------------------------------------------------------------- 13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 10.4% - -------------------------------------------------------------------------------- 14 TYPE OF REPORTING PERSON OO - -------------------------------------------------------------------------------- *The Reporting Person owns no Common Stock. Numbers reflect the number of shares that the Reporting Person has a right to acquire through the conversion of Preferred Stock and the resulting voting and dispositive powers that will arise only if the shares are so acquired. See Item 5 of the text below. These shares do not include an indeterminate number of shares that might also be acquired on exercise of warrants that might be acquired, subject to conditions, in connection with future loans by the TCW/Agreement Parties. See Item 3. **The aggregate amount in Row (11) excludes shares that the Reporting Person may be deemed to beneficially own as a member of those groups as to which the Reporting Person disclaims group membership in Item 5(a) of the text below. ITEM 1. SECURITY AND ISSUER This Statement relates to the Common Stock, par value $0.002 per share (the "Common Stock"), of Synagro Technologies, Inc., a Delaware corporation (the "Issuer"). The address of the principal executive office of the Issuer is 1800 Bering Drive, Suite 100, Houston, TX 77057. ITEM 2. IDENTITY AND BACKGROUND This Statement is filed on behalf of 1) The TCW Group, Inc. ("TCWG"), a Nevada corporation; 2) Robert A. Day, an individual; 3) TCW Investment Management Company ("TIMCO"), a California corporation and wholly-owned subsidiary of TCWG; 4) TCW Asset Management Company ("TAMCO"), a California corporation and wholly-owned subsidiary of TCWG; 5) TCW/Crescent Mezzanine II, LLC ("MEZZANINE II LLC"), a Delaware limited liability company of which TCW Crescent Mezzanine, LLC ("MEZZANINE LLC"), is the managing owner; 6) TCW/Crescent Mezzanine Partners II, L.P. ("MEZZANINE II"), a Delaware limited partnership of which TCW/Crescent Mezzanine II, L.P. ("CM II"), a Delaware limited partnership, is the general partner and MEZZANINE II LLC, is the investment advisor; 7) TCW/Crescent Mezzanine Trust II ("MEZZANINE TRUST II"), a Delaware business trust of which Wilmington Trust Co. ("Wilmington Trust"), a Delaware corporation, is the trustee, CM II is the managing owner, and MEZZANINE II LLC is the investment advisor; 8) TCW Leveraged Income Trust, L.P. ("LINC"), a Delaware limited partnership of which TCW Advisers (Bermuda) Ltd. ("Advisers Bermuda"), a Bermuda corporation, is the general partner and TIMCO is the investment advisor; 9) TCW Leveraged Income Trust II, L.P. ("LINC II"), a Delaware limited partnership of which TCW (LINC II), L.P. ("TCWLINC II"), a Delaware limited partnership, is the general partner and TIMCO is the investment advisor; Page 17 of 40 10) TCW Leveraged Income Trust IV, L.P. ("LINC IV"), a Delaware limited partnership of which TCW (LINC IV), LLC ("TCWLINC IV"), a Delaware limited liability company, is the general partner and TAMCO is the investment advisor; 11) Advisers Bermuda, a wholly-owned subsidiary of TCWG; 12) CM II, of which MEZZANINE LLC is the General Partner; 13) TCWLINC II, of which Advisers Bermuda is the General Partner; 14) TCWLINC IV, of which TAMCO is the Managing Member; and 15) MEZZANINE LLC, the business, property and affairs of which are managed exclusively by its Board of Directors. TCWG, Robert Day, TIMCO, TAMCO, MEZZANINE II LLC, Advisers Bermuda, CM II, TCWLINC II and TCWLINC IV are referred to herein as the "TCW Related Entities". MEZZANINE II, MEZZANINE TRUST II, LINC, LINC II and LINC IV are parties to the Stockholders Agreement, dated as of August 14, 2000 (the "Stockholders Agreement"), and are referred to herein as the "TCW/Agreement Parties". Other unaffiliated parties are also parties to the Stockholders Agreement (the "GTCR Entities"). The participation by the TCW/Agreement Parties in the Stockholders Agreement was a condition to the TCW/Agreement Parties' acquisition of their interests in the Issuer. The TCW Related Entities and the TCW/Agreement Parties are hereinafter collectively referred to as the "Reporting Persons". Each of the Reporting Persons may be deemed to be a part of one or more "groups" for purposes of Regulation 13D-G promulgated under the Securities Exchange Act of 1934, but disclaims that status. (a) - (c) & (f) [Identification of Reporting Persons] TCWG is a holding company of entities involved in the principal business of providing investment advice and management services. TIMCO, TAMCO and MEZZANINE II LLC are investment advisors and provide investment advice and management services to institutional and individual investors. The principal business of the TCW/Agreement Parties is to make investments in securities, including common and preferred stock and other interests in business organizations with the principal objective of appreciation of capital invested. Advisers Bermuda, CM II, MEZZANINE LLC, TCWLINC II and TCWLINC IV are entities that operate in furtherance of investment objectives of the TCW/Agreement Parties. The address of the principal business and principal office for TCWG, Robert Day, TIMCO and TAMCO is 865 South Figueroa Street, Suite 1800, Los Angeles, California 90017. The address of the principal business and principal office for MEZZANINE II LLC, MEZZANINE LLC, CM II, TCWLINC II, TCWLINC IV and the TCW/Agreement Parties is 11100 Santa Monica Boulevard, Suite 2000, Los Angeles, California 90025. The address of the principal business and principal office for Advisers Bermuda is c/o Codan Services Limited, Clarendon House, 2 Church Street, P.O. Box HM 1022, Hamilton HM DX Bermuda. Page 18 of 40 (i) TCWG. The executive officers of TCWG are listed below. The directors are listed on Schedule I hereto. The principal business address for each executive officer is 865 South Figueroa Street, Suite 1800, Los Angeles, California 90017. Each executive officer is a citizen of the United States of America unless otherwise specified below: EXECUTIVE OFFICERS - ------------------- Robert A. Day Chairman of the Board & Chief Executive Officer Ernest O. Ellison Vice Chairman Thomas E. Larkin, Jr. Vice Chairman Marc I. Stern President Alvin R. Albe, Jr. Executive Vice President William C. Sonneborn Executive Vice President & Assistant Secretary Michael E. Cahill Managing Director, General Counsel & Secretary David S. DeVito Managing Director and Chief Financial Officer & Assistant Secretary Schedule I attached hereto and incorporated herein sets forth with respect to each director of TCWG his name, residence or business address, citizenship, present principal occupation or employment and the name, principal business and address of any corporation or other organization in which such employment is conducted. (ii) ROBERT A. DAY. Mr. Day acts as Chairman of the Board and Chief Executive Officer of TCWG. Additionally, Mr. Day may be deemed to control TCWG, although he disclaims control and disclaims beneficial ownership of any securities owned by the Reporting Persons. (iii) TIMCO. The directors and executive officers of TIMCO are listed below. The principal address for each executive officer and director is 865 South Figueroa Street, Suite 1800, Los Angeles, California 90017. Each director and executive officer is a citizen of the United States of America unless otherwise specified below: Page 19 of 40 DIRECTORS - --------- Alvin R. Albe, Jr. Director Thomas E. Larkin, Jr. Director Marc L. Stern Director, Chairman EXECUTIVE OFFICERS - ------------------ Marc L. Stern Chairman Alvin R. Albe, Jr. President & Chief Executive Officer Thomas E. Larkin, Jr. Vice Chairman Ernest O. Ellison Chairman, Investment Policy Committee William C. Sonneborn Executive Vice President & Assistant Secretary Michael E. Cahill Managing Director, General Counsel & Secretary David S. DeVito Managing Director, Chief Financial Officer & Assistant Secretary (iv) TAMCO. The executive officers of TAMCO are listed below. The directors are listed on Schedule II hereto. The principal address for each executive officer and director is 865 South Figueroa Street, Suite 1800, Los Angeles, California 90017. Each executive officer is a citizen of the United States of America unless otherwise specified below: EXECUTIVE OFFICERS - ------------------ Robert A. Day Chairman of the Board & Chief Executive Officer Thomas E. Larkin, Jr. Vice Chairman Marc L. Stern President & Vice Chairman Alvin R. Albe, Jr. Executive Vice President Page 20 of 40 Mark W. Gibello Executive Vice President William C. Sonneborn Executive Vice President & Assistant Secretary Ernest O. Ellison Chairman, Investment Policy Committee Michael E. Cahill Managing Director, General Counsel & Secretary David S. DeVito Managing Director, Chief Financial Officer & Assistant Secretary Schedule II attached hereto and incorporated herein sets forth the names of the directors of TAMCO. (v) MEZZANINE II LLC. MEZZANINE II LLC is a limited liability company whose managing member is MEZZANINE LLC. The directors and the executive officers of MEZZANINE LLC are listed below. The principal address for Messrs. Attanasio, Beyer and Chapus is 11100 Santa Monica Boulevard, Suite 2000, Los Angeles, California 90025. The principal address for Messrs. Sonneborn, Stern, Cahill and DeVito is 865 South Figueroa Street, Suite 1800, Los Angeles, CA 90017. The principal address for Messrs. Hicks and Furst is 200 Crescent Court, Suite 1600, Dallas, Texas 75201. Each director and executive officer is a citizen of the United States of America unless otherwise specified below: DIRECTORS - --------- Mark L. Attanasio Director Robert D. Beyer Chairman, Director Jean-Marc Chapus Director Jack D. Furst Director Thomas O. Hicks Director William C. Sonneborn Director Marc I. Stern Director Page 21 of 40 EXECUTIVE OFFICERS - ------------------ Robert D. Beyer Chairman and Portfolio Manager Jean-Marc Chapus Chief Executive Officer, President and Portfolio Manager Mark L. Attanasio Managing Director and Portfolio Manager Michael E. Cahill Managing Director, General Counsel & Secretary David S. DeVito Managing Director, Chief Financial Officer & Assistant Secretary (vi) MEZZANINE II. MEZZANINE II is a limited partnership whose general partner is CM II. The general partner of CM II is MEZZANINE LLC. The directors and executive officers of MEZZANINE LLC are set forth in clause (v) above which is hereby incorporated by this reference. (vii) MEZZANINE TRUST II. MEZZANINE TRUST II is a Delaware business trust of which Wilmington Trust is the trustee and CM II is the managing owner. The general partner of CM II is MEZZANINE LLC. The directors and executive officers of MEZZANINE LLC are set forth in clause (v) above which is hereby incorporated by this reference. (viii) LINC. LINC is a limited partnership whose general partner is Advisers Bermuda. The directors and executive officers of Advisers Bermuda are listed below. The principal address for Messrs. Albe, Cahill and Sonneborn is 865 South Figueroa Street, Suite 1800, Los Angeles, CA 90017. The principal address for Messrs. Collis, Doyle, Macdonald and Ashford is c/o Codan Services Limited, Clarendon House, 2 Church Street, P.O. Box HM 1022, Hamilton HM DX Bermuda. Each director and executive officer is a citizen of the United States of America unless otherwise specified below: DIRECTORS - --------- Alvin R. Albe, Jr. Director, Chairman Michael E. Cahill Director Charles G. Collis* Director David J. Doyle* Director James M. Macdonald* Director Page 22 of 40 EXECUTIVE OFFICERS - ------------------ Alvin R. Albe, Jr. Chairman and President William C. Sonneborn Managing Director & Chief Financial Officer Michael E. Cahill Managing Director & General Counsel Michael Ashford* Secretary *Citizen of Great Britain (ix) LINC II. LINC II is a limited partnership whose general partner is TCWLINC II. The general partner of TCWLINC II is Advisers Bermuda. The directors and executive officers of Advisers Bermuda are set forth in clause (viii) above which is hereby incorporated by this reference. The principal address for each executive officer and director is 11100 Santa Monica Boulevard, Suite 2000, Los Angeles, California 90025. Each director and executive officer is a citizen of the United States of America unless otherwise specified therein. (x) LINC IV. LINC IV is a limited partnership whose general partner is TCWLINC IV. The managing member of TCWLINC IV is TAMCO. The directors and executive officers of TAMCO are set forth in clause (iv) above which is hereby incorporated by this reference. The principal address for each executive officer and director is 865 South Figueroa Street, Suite 1800, Los Angeles, California 90017. Each director and executive officer is a citizen of the United States of America unless otherwise specified therein. (xi) ADVISERS BERMUDA. Advisers Bermuda is a corporation which is wholly owned by TCWG. The directors and executive officers of Advisers Bermuda and their addresses are set forth in clause (viii) above which is hereby incorporated by this reference. Each director and executive officer is a citizen of the United States of America unless otherwise specified therein. (xii) CM II. CM II is a limited partnership whose general partner is MEZZANINE LLC. The directors and executive officers of MEZZANINE LLC are set forth in clause (v) above which is hereby incorporated by this reference. The principal address for each executive officer and director is 11100 Santa Monica Boulevard, Suite 2000, Los Angeles, California 90025. Each director and executive officer is a citizen of the United States of America unless otherwise specified therein. (xiii) TCWLINC II. TCWLINC II is a limited partnership whose general partner is Advisers Bermuda. The directors and executive officers of Advisers Bermuda and their addresses are set forth in clause (viii) above which is hereby incorporated by this reference. Each director and executive officer is a citizen of the United States of America unless otherwise specified therein. (xiv) TCWLINC IV. TCWLINC IV is a limited liability company whose managing member is TAMCO. The directors and executive officers of TAMCO are set forth in clause (iv) above which is hereby incorporated by this reference. The principal address for each executive Page 23 of 40 officer and director is 865 South Figueroa Street, Suite 1800, Los Angeles, California 90017. Each director and executive officer is a citizen of the United States of America unless otherwise specified therein. (xv) MEZZANINE LLC. The directors and executive officers of MEZZANINE LLC are set forth in clause (v) above which is hereby incorporated by this reference. (d) - (e) [Background] During the last five years, none of the Reporting Persons, nor, to the best of their knowledge, any of their respective executive officers, directors and general partners (i) has been convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors); or (ii) has been a party to a civil proceeding of a judicial or administrative body of competent jurisdiction and as a result of such proceedings was or is subject to a judgment, decree or final order enjoining future violations of, or prohibiting or mandating activities subject to, federal or state securities laws or finding any violation with respect to such laws. ITEM 3. SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION On August 14, 2000, the TCW/Agreement Parties paid an aggregate $3,233,787 and acquired 3233.8 shares of Series E Convertible Preferred Stock of the Issuer ("Convertible Preferred Stock"), and 229.9 warrants exercisable for Convertible Preferred Stock (the "Equity Warrants"), pursuant to an Amended and Restated Purchase Agreement (the "Purchase Agreement"), dated August 14, 2000, by and among the TCW/Agreement Parties, the Issuer, and the other certain unaffiliated parties named therein. (See Item 7). The source of the funds used to acquire such Convertible Preferred Stock and Equity Warrants was the respective working capital of each of the TCW/Agreement Parties. On August 14, 2000, the TCW/Agreement Parties also entered into an Amended and Restated Senior Subordinated Loan Agreement (the "Loan Agreement"), dated August 14, 2000, by and between the TCW/Agreement Parties, the Issuer, and the other certain unaffiliated parties named therein. In connection with the Loan Agreement, the Issuer and the TCW/Agreement Parties entered into a TCW/Crescent Warrant Agreement, dated as of August 14, 2000 (the "Warrant Agreement"), pursuant to which the TCW/Agreement Parties acquired an aggregate additional 3790.8 warrants exercisable for Convertible Preferred Stock (the "Debt Warrants," and together with the Equity Warrants, the "Warrants"). The source of the funds used to fund the financing obligations of the TCW/Agreement Parties under the Loan Agreement and thus to acquire such Debt Warrants, in the amount of $26,379,993 in the aggregate, was the respective working capital of each of the TCW/Agreement Parties. Subject to adjustment, one Debt Warrant was issued for each $6958.95 in loaned funds. Each share of Convertible Preferred Stock is convertible into the number of shares of Common Stock obtained by dividing (1) the sum of (a) $1,000 and (b) any accrued and unpaid dividends by (2) $2.50 (the "Conversion Price"), or initially, 400 shares. The Conversion Price is subject to adjustment pursuant to the terms of the Convertible Preferred Stock. Page 24 of 40 On August 14, 2000, immediately following the closing of the Purchase Agreement, the Loan Agreement, and the Warrant Agreement, the TCW/Agreement Parties exercised each of the 4020.7 Warrants and acquired 4020.7 additional shares of Convertible Preferred Stock. The Equity Warrants were exercised for Convertible Preferred Stock at an exercise price of $.01 per share, which was deemed paid by virtue of the investment in the Issuer by the TCW/Agreement Parties pursuant to the Purchase Agreement. The Debt Warrants were exercised for Convertible Preferred Stock at an exercise price of $.01 per share, which was deemed paid by virtue of the loans made to the Issuer by the TCW/Agreement Parties pursuant to the Purchase Agreement. Pursuant to the terms of the Loan Agreement and Warrant Agreement referenced in Item 3, the TCW/Agreement Parties will acquire additional warrants exercisable for Convertible Preferred Stock of the issuer if the TCW/Agreement Parties elect to make additional loans under the Loan Agreement. The opportunity to make the loans is subject to other conditions in the Loan Agreement. A copy of the Purchase Agreement, the Loan Agreement and the Warrant Agreement are filed as exhibits hereto and are incorporated by this reference. The summary of these agreements and documents and the agreements and documents referred to elsewhere in this statement and incorporated herein by reference are not intended to be complete and are qualified in their entirety by reference to the detailed provisions of such agreements and documents. ITEM 4. PURPOSE OF TRANSACTION The TCW/Agreement Parties have obtained their respective pecuniary interests (if any) in the Issuer as an investment and have no current plans to convert their shares of Convertible Preferred Stock (although they retain all rights to do so) nor to make additional loans at this time. The other Reporting Persons are not parties to the Loan Agreement or the Warrant Agreement and have no plans or proposals which relate to or would result in any change in the present board of directors or management of the Issuer. Except as set forth elsewhere in this Schedule 13D, none of the Reporting Persons has made any proposals or entered into any agreements which would be related to or would result in any of the matters described in Items 4(a) - (j) of Schedule 13D; however, as part of their ongoing review of investment alternatives, the Reporting Persons may consider such matters in the future and, subject to applicable laws, may formulate a plan with respect to such matters subject to applicable law. ITEM 5. INTEREST IN SECURITIES OF THE ISSUER (A) AGGREGATE AMOUNT BENEFICIALLY OWNED AND PERCENT OF CLASS: The Reporting Persons own no shares of Common Stock. The following table sets forth the number of shares of Common Stock into which the Convertible Preferred Stock owned by the Reporting Persons is convertible. Upon conversion of all of their Convertible Preferred Stock, the Reporting Persons would share or may be deemed to share voting and dispositive power with respect to those common shares beneficially owned by each such Reporting Person as reflected Page 25 of 40 on the following table. Except as set forth in this Item 5(a), no other persons required to be identified in this statement who are not Reporting Persons are deemed to hold sole or shared voting or dispositive power with respect to any Common Stock or Convertible Preferred Stock of the Issuer. TABLE OF OWNERSHIP
NO. OF SHARES UNDERLYING NO. OF SHARES PERCENTAGE SHARES OWNED DERIVATIVE SECURITIES THAT MAY BE DEEMED THAT MAY BE DEEMED REPORTING PERSON OF RECORD OWNED OF RECORD BENEFICIALLY OWNED* BENEFICIALLY OWNED ---------------- ------------ --------------------- ------------------ ------------------ TCW/AGREEMENT PARTIES - --------------------- MEZZANINE II 0 1,868,255 1,868,255 8.4% MEZZANINE TRUST II 0 452,865 452,865 2.0% LINC 0 193,555 193,555 0.9% LINC II 0 193,555 193,555 0.9% LINC IV 0 193,555 193,555 0.9% TCW ENTITIES - ------------ Robert A. Day 0 0 580,665 2.7% TCWG 0 0 580,665 2.7% TIMCO 0 0 387,110 1.8% TAMCO 0 0 193,555 0.9% MEZZANINE II LLC 0 0 2,321,120 10.4% Advisers Bermuda 0 0 387,110 1.8% CM II 0 0 2,321,120 10.4% TCWLINC II 0 0 193,555 0.9% TCWLINC IV 0 0 193,555 0.9% MEZZANINE LLC 0 0 2,321,120 10.4% TOTAL: 0 2,901,785
*represents the number of shares of Convertible Preferred Stock held, multiplied by 400, the Initial Conversion Rate. The TCW/Agreement Parties may be deemed to be part of a "group" for purposes of Regulation 13D-G promulgated under the Securities Exchange Act of 1934, as amended (the "Exchange Act"), by virtue of the Stockholders Agreement. The Stockholders Agreement includes no agreement with respect to voting or disposing of securities of the Issuer, except to the extent certain rights of first refusal, drag along or tag along rights may be deemed to be such an agreement. To that extent, each of the TCW/Agreement Parties may be deemed under Rule 13d-5(b) to have beneficial ownership, for purposes of Section 13(g) and 13(d) of the Exchange Act, of all of the equity securities of the Issuer beneficially owned by the other TCW/Agreement Parties (as reflected above), as well as the other parties to the Stockholders Agreement, which Page 26 of 40 holdings are reflected, to the best knowledge of the Reporting Persons, on the Schedule 13D/A filed by GTCR Fund VII, L.P. et al. on August 21, 2000 (the "GTCR 13D/A"), as the same may be from time to time be amended. Each of the TCW Parties disclaims any other beneficial ownership of shares held by these unrelated parties (the "Agreement Unrelated Parties"). The filing of this Statement shall not be construed as an admission, for the purposes of Sections 13(g) and 13(d) and Regulation 13D-G of the Exchange Act nor for any other purpose or under any other provision of the Exchange Act, the rules promulgated thereunder or any other law, that any of the other Reporting Persons is the beneficial owner of any securities owned of record or beneficially by any Agreement Unrelated Party. Further, because of control incidents, investment advisory relationships or similar factors, the Reporting Persons (i.e., TCW/Agreement parties and other TCW Parties) may be deemed to be part of a group. To that extent, they may be deemed to beneficially own an aggregate of 2,901,785 shares of Common Stock, or approximately 13.0% of the outstanding shares of Common Stock, in the aggregate, held by all of them. Each of the other Reporting Persons disclaims beneficial ownership of shares held by the TCW/Agreement Parties, and each of the TCW/Agreement Parties disclaims beneficial ownership of shares held by other TCW/Agreement Parties, except as described below. The filing of this Statement shall not be construed as an admission to the contrary for the purposes of Sections 13(g) and 13(d) and Regulation 13D-G of the Exchange Act nor for any other purpose or under any other provision of the Exchange Act or the rules promulgated thereunder or any other law. Mr. Day, as the Chairman of the Board and Chief Executive Officer of TCWG, may be deemed to control TCWG, although he disclaims beneficial ownership of any securities owned by the Reporting Persons and the filing of this Statement shall not be construed as an admission that he is the beneficial owner of any securities covered by this Statement. TCWG, as the parent corporation of TIMCO, TAMCO and Advisers Bermuda, may be deemed to control each of TIMCO, TAMCO and Advisers Bermuda, although TCWG disclaims beneficial ownership of any securities reported herein and the filing of this Statement shall not be construed as an admission that such entity is the beneficial owner of any securities covered by this Statement. TIMCO, as investment advisor of LINC and LINC II, has discretionary authority in respect of the assets of each of LINC and LINC II including the power to vote and dispose of the Issuer's securities held of record by each such entity as reported herein. Except to that extent and in that capacity, TIMCO disclaims beneficial ownership of the securities reported herein, and the filing of this Statement shall not be construed as an admission to the contrary. TAMCO, as investment advisor of LINC IV, has discretionary authority in respect of the assets of LINC IV including the power to vote and dispose of the Issuer's securities held of record by LINC IV as reported herein. Except to that extent and in that capacity, TAMCO disclaims beneficial ownership of the securities reported herein, and the filing of this Statement shall not be construed as an admission to the contrary. Page 27 of 40 MEZZANINE II LLC, as investment advisor of MEZZANINE II and MEZZANINE TRUST II, has discretionary authority in respect of the assets of MEZZANINE II and MEZZANINE TRUST II including the power to vote and dispose of the Issuer's securities held of record by each such entity as reported herein. Except to that extent and in that capacity, MEZZANINE II LLC disclaims beneficial ownership of the securities reported herein, and the filing of this Statement shall not be construed as an admission to the contrary. MEZZANINE LLC, as managing owner of MEZZANINE II LLC and general partner of CM II, also has discretionary authority in respect of the assets of MEZZANINE II and MEZZANINE TRUST II including the power to vote and dispose of the Issuer's securities held of record by each such entity as reported herein. Except to that extent and in that capacity, MEZZANINE LLC disclaims beneficial ownership of the securities reported herein, and the filing of this Statement shall not be construed as an admission to the contrary. Advisers Bermuda, as general partner of LINC and TCWLINC II and investment advisor of TCWLINC II, also has discretionary authority and shares control over the assets of each of LINC and LINC II including the power to vote and dispose of the Issuer's securities held of record by such entity as reported herein. Advisers Bermuda disclaims beneficial ownership of the securities owned by Reporting Persons other than LINC or LINC II, and the filing of this Statement shall not be construed as an admission that Advisers Bermuda is the beneficial owner of any such securities covered by this Statement. CM II, as general partner of MEZZANINE II and MEZZANINE TRUST II, has discretionary authority in respect of the assets of MEZZANINE II and MEZZANINE TRUST II including the power to vote and dispose of the Issuer's securities held of record by each such entity as reported herein. Except to that extent and in that capacity, CM II disclaims beneficial ownership of the securities Stock reported herein, and the filing of this Statement shall not be construed as an admission to the contrary. TCWLINC II, as general partner of LINC II, has discretionary authority and shares control over the assets of LINC II including the power to vote and dispose of the Issuer's securities held of record by such entity as reported herein. Except to that extent and in that capacity, TCWLINC II disclaims beneficial ownership of the securities reported herein, and the filing of this Statement shall not be construed as an admission to the contrary. TCWLINC IV, as general partner of LINC IV, has discretionary authority and shares control over the assets of LINC IV including the power to vote and dispose of the Issuer's securities held of record by such entity as reported herein. Except to that extent and in that capacity, TCWLINC IV disclaims beneficial ownership of the securities reported herein, and the filing of this Statement shall not be construed as an admission to the contrary. MEZZANINE LLC, as the managing owner of MEZZANINE II LLC, has discretionary authority and shares control over the assets of MEZZANINE II LLC including the power to vote and dispose of the Issuer's securities held of record by such entity as reported herein. Except to that extent and in that capacity, MEZZANINE LLC disclaims beneficial ownership of the securities reported herein, and the filing of this Statement shall not be construed as an admission to the contrary. Page 28 of 40 Except as noted above, each of the TCW/Agreement Parties disclaims beneficial ownership of any securities held by Reporting Persons but not directly owned by the applicable TCW/Agreement Party as reported herein, and the filing of this Statement shall not be construed as an admission to the contrary. (B) NUMBER OF SHARES OF COMMON STOCK AS TO WHICH REPORTING PERSONS HOLD OR SHARE VOTING/DISPOSITIVE POWER ON AN AS IF CONVERTED BASIS: Reference is made to Items 7-10 of the cover pages of this statement for each Reporting Person. To the best knowledge of the Reporting Persons, except as set forth in Item 5(a), no other person required to be identified in this statement who is not a Reporting Person is deemed to hold sole or shared voting or dispositive power with respect to securities of the Issuer, or the right to acquire shares of Common Stock of the Issuer. (C) TRANSACTIONS IN THE PREVIOUS 60 DAYS: Except as set forth in this statement, none of the Reporting Persons or, to the best knowledge of such persons, the other persons required to be identified in this statement who are not Reporting Persons, has effected any transaction in the Common Stock, Warrants or Convertible Preferred Stock of the Issuer during the past 60 days. (D) ANY OTHER PERSON KNOWN TO HAVE THE RIGHT TO RECEIVE OR THE POWER TO DIRECT DIVIDENDS OR SALE PROCEEDS No person other than the applicable Reporting Person has the right to receive or the power to direct the receipt of dividends from, or the proceeds from the sale of, the Common Stock reported as being beneficially owned (or deemed so owned) by such Reporting Persons. (E) DATE ON WHICH THE REPORTING PERSON CEASED TO BE A BENEFICIAL OWNER OF MORE THAN FIVE PERCENT OF THE CLASS OF SECURITIES: Not applicable. ITEM 6. CONTRACTS, ARRANGEMENT, UNDERSTANDINGS OR RELATIONSHIPS WITH RESPECT TO SECURITIES OF THE ISSUER The Issuer, the GTCR Entities and the TCW/Agreement Parties have entered into an Amended and Restated Registration Agreement, dated as of August 14, 2000 (the "Restated Registration Agreement"), pursuant to which the non-Issuer parties thereto have the right in certain circumstances to require the Issuer to register their shares of Common Stock for resale under the Securities Act of 1933. Except in limited circumstances, the Issuer is obligated to pay all expenses in connection with such registration. A copy of the Restated Registration Agreement is filed as an exhibit hereto and is incorporated herein by reference. On August 14, 2000, the GTCR Entities, the TCW/Agreement Parties and the Issuer entered into the Stockholders Agreement, which is filed as an exhibit hereto and is incorporated by reference. The Stockholders Agreement contains certain rights, including pre-emptive rights, rights pursuant to which non-Issuer parties to the Stockholders Agreement may request participation in sales of the Issuer's securities by other non-Issuer parties, and rights of certain non-Issuer parties to compel participation of other non-Issuer parties in a sale of the Issuer. A copy of the Stockholders Agreement is filed as an exhibit hereto and is incorporated herein by reference. Page 29 of 40 Except as set forth in this statement, to the best knowledge of the Reporting Persons, no contracts, arrangements, understandings or relationships (legal or otherwise) exist among the persons named in Item 2 or between such persons and any other person with respect to any securities of the Issuer. ITEM 7. MATERIAL TO BE FILED AS EXHIBITS EXHIBIT 1: Joint Filing Statement. EXHIBIT 2: TCW/Crescent Warrant Agreement, dated as of August 14, 2000, between TCW/Crescent Mezzanine Partners II, L.P., TCW/Crescent Mezzanine Trust II, TCW Leveraged Income Trust, L.P., TCW Leveraged Income Trust II, L.P., TCW Leveraged Income Trust IV, L.P. and Synagro Technologies, Inc. EXHIBIT 3: Power of Attorney, dated as of May 9, 2000, from Robert A. Day to Linda D. Barker. Filed as Exhibit 99.3 to the Schedule 13D for Cox Radio, Inc. filed by The TCW Group, Inc. et al. on May 10, 2000. EXHIBIT 4: Amended and Restated Purchase Agreement, dated as of August 14, 2000, among GTCR Fund VII, L.P., GTCR Co-Invest Fund, L.P., TCW/Crescent Mezzanine Partners II, L.P., TCW/Crescent Mezzanine Trust II, TCW Leveraged Income Trust, L.P., TCW Leveraged Income Trust II, L.P., TCW Leveraged Income Trust IV, L.P. and Synagro Technologies, Inc. Filed as Exhibit 9 to the GTCR 13D/A filed on August 21, 2000. EXHIBIT 5: Amended and Restated Senior Subordinated Loan Agreement, dated as of August 14, 2000, among GTCR Capital Partners, L.P., TCW/Crescent Mezzanine Partners II, L.P., TCW/Crescent Mezzanine Trust II, TCW Leveraged Income Trust, L.P., TCW Leveraged Income Trust II, L.P., TCW Leveraged Income Trust IV, L.P. and Synagro Technologies, Inc. Filed as Exhibit 10 to the GTCR 13D/A filed on August 21, 2000. EXHIBIT 6: Amended and Restated Registration Agreement, dated as of August 14, 2000, among GTCR Fund VII, L.P., GTCR Co-Invest Fund, L.P., GTCR Capital Partners, L.P., TCW/Crescent Mezzanine Partners II, L.P., TCW/Crescent Mezzanine Trust II, TCW Leveraged Income Trust, L.P., TCW Leveraged Income Page 30 of 40 Trust II, L.P., TCW Leveraged Income Trust IV, L.P. and Synagro Technologies, Inc. Filed as Exhibit 12 to the GTCR 13D/A filed on August 21, 2000. EXHIBIT 7: Stockholders Agreement, dated as of August 14, 2000, among GTCR Fund VII, L.P., GTCR Co-Invest Fund, L.P., GTCR Capital Partners, L.P., TCW/Crescent Mezzanine Partners II, L.P., TCW/Crescent Mezzanine Trust II, TCW Leveraged Income Trust, L.P., TCW Leveraged Income Trust II, L.P., TCW Leveraged Income Trust IV, L.P. and Synagro Technologies, Inc. Filed as Exhibit 13 to the GTCR 13D/A filed on August 21, 2000. Page 31 of 40 SIGNATURES After reasonable inquiry and to the best of its knowledge and belief, each of the undersigned certifies that the information set forth in this Statement is true, complete and correct. August 23, 2000 THE TCW GROUP, INC. By: /s/ LINDA D. BARKER ------------------------------------- Name: Linda D. Barker Title: Authorized Signatory ROBERT A. DAY By: /s/ LINDA D. BARKER ------------------------------------- Name: Linda D. Barker Under Power of Attorney filed herewith As Exhibit 3. TCW INVESTMENT MANAGEMENT COMPANY By: /s/ LINDA D. BARKER ------------------------------------- Name: Linda D. Barker Title: Vice President TCW ASSET MANAGEMENT COMPANY By: /s/ LINDA D. BARKER ------------------------------------- Name: Linda D. Barker Title: Vice President Page 32 of 40 TCW/CRESENT MEZZANINE II, LLC By: TCW/CRESCENT MEZZANINE, LLC, its Managing Owner By: /s/ LINDA D. BARKER ------------------------------- Name: Linda D. Barker Title: Vice President TCW/CRESCENT MEZZANINE PARTNERS II, L.P. By: TCW/CRESCENT MEZZANINE II, L.P., its General Partner By: TCW/CRESCENT MEZZANINE, LLC, its General Partner By: /s/ LINDA D. BARKER ------------------------------- Name: Linda D. Barker Title: Vice President TCW/CRESCENT MEZZANINE TRUST II By: TCW/CRESCENT MEZZANINE II, L.P., as Managing Owner By: TCW/CRESCENT MEZZANINE, LLC, as General Partner By: /s/ LINDA D. BARKER ------------------------------- Name: Linda D. Barker Title: Vice President Page 33 of 40 TCW LEVERAGED INCOME TRUST, L.P. By: TCW ADVISERS (BERMUDA) LTD., its General Partner By: /s/ LINDA D. BARKER ------------------------------- Name: Linda D. Barker Title: Assistant Secretary TCW LEVERAGED INCOME TRUST II, L.P. By: TCW (LINC II), L.P., its General Partner By: TCW ADVISERS (BERMUDA) LTD., its General Partner By: /s/ LINDA D. BARKER ------------------------------- Name: Linda D. Barker Title: Assistant Secretary TCW LEVERAGED INCOME TRUST IV, L.P. By: TCW (LINC IV), LLC, its General Partner By: TCW Asset Management Company, its Managing Member By: /s/ LINDA D. BARKER ------------------------------- Name: Linda D. Barker Title: Vice President Page 34 of 40 TCW ADVISERS (BERMUDA) LTD. By: /s/ LINDA D. BARKER ------------------------------- Name: Linda D. Barker Title: Assistant Secretary TCW/CRESCENT MEZZANINE II, L.P. By: TCW CRESCENT MEZZANINE, LLC, its Managing Owner By: /s/ LINDA D. BARKER ------------------------------- Name: Linda D. Barker Title: Vice President TCW (LINC II) L.P. By: TCW Advisers (Bermuda) Ltd., Its General Partner By: /s/ LINDA D. BARKER ------------------------------- Name: Linda D. Barker Title: Assistant Secretary TCW (LINC IV), LLC By: TCW ASSET MANAGEMENT COMPANY, its Managing Member By: /s/ LINDA D. BARKER ------------------------------- Name: Linda D. Barker Title: Vice President Page 35 of 40 TCW CRESCENT MEZZANINE, LLC By: /s/ LINDA D. BARKER ----------------------------------------- Name: Linda D. Barker Title: Vice President Page 36 of 40 SCHEDULE I BOARD OF DIRECTORS OF THE TCW GROUP, INC. All of the following individuals are directors of The TCW Group, Inc. Each director is a citizen of the United States of America unless otherwise indicated below: MARK L. ATTANASIO 11100 Santa Monica Blvd., Suite 2000 Los Angeles, CA 90025 ROBERT A. DAY Chairman of the Board, Chairman and Chief Executive Officer Trust Company of the West 865 South Figueroa St., Suite 1800 Los Angeles, CA 90017 DAMON P. DE LASZLO, ESQ. Managing Director of Harwin Engineers S.A., Chairman & D.P. Advisers Holdings Limited Byron's Chambers A2 Albany, Piccadilly London W1V 9RD - England (Citizen of United Kingdom) WILLIAM C. EDWARDS Partner Bryan & Edwards 3000 Sand Hill Road, Suite 190 Menlo Park, CA 94025 ERNEST O. ELLISON Vice Chairman Trust Company of the West 865 South Figueroa St., Suite 1800 Los Angeles, California 90017 RICHARD N. FOSTER McKinsey & Company Inc. 55 E. 52nd Street, 21st Floor New York, NY 10022 CARLA A. HILLS 1200 19th Street, N.W., Suite 201 Washington, DC 20036 DR. HENRY A. KISSINGER Page 37 of 40 Chairman Kissinger Associates, Inc. 350 Park Ave., 26th Floor New York, NY 10022 THOMAS E. LARKIN, JR. President Trust Company of the West 865 South Figueroa St., Suite 1800 Los Angeles, CA 90017 KENNETH L. LAY Enron Corp. 1400 Smith Street Houston, TX 77002-7369 MICHAEL T. MASIN, ESQ. Vice Chairman GTE Corporation One Stamford Forum Stamford, CT 06904 EDFRED L. SHANNON, JR. Investor/Rancher 1000 S. Fremont Ave. Alhambra, CA 91804 ROBERT G. SIMS Private Investor 11770 Bernardo Plaza Court, Suite 108 San Diego, CA 92128 MARC I. STERN President The TCW Group, Inc. 865 South Figueroa St., Suite 1800 Los Angeles, CA 90017 Page 38 of 40 YASUYUKI TAYAMA Managing Director The Yusad Fire and Marine Insurance Company, Limited 26-1, Nishi-Shinjuku Shinjuku-Ku, Toyko, 112-0014 Japan (Citizen of Japan) JAMES R. UKROPINA O'Melveny & Myers LLP 400 South Hope Street, 15th Floor Los Angeles, CA 90071 Page 39 of 40 SCHEDULE II BOARD OF DIRECTORS OF TCW ASSET MANAGEMENT COMPANY All of the following individuals are directors of TCW Asset Management Company. Each director is a citizen of the United States of America unless otherwise indicated below: ALVIN R. ALBE, JR. MARK L. ATTANASIO PHILIP A. BARACH JAVIER W. BAZ ROBERT D. BEYER GLEN E. BICKERSTAFF MICHAEL E. CAHILL ARTHUR R. CARLSON ROBERT A. DAY, Chairman GERARD B. FINNERAN PENELOPE D. FOLEY DOUGLAS S. FOREMAN NICOLA F. GALLUCCIO MARK W. GIBELLO JEFFREY E. GUNDLACH RAYMOND F. HENZE, III THOMAS E. LARKIN, JR. STEPHEN MCDONALD JEFFREY V. PETERSON WILLIAM C. SONNEBORN KOMAL S. SRI-KUMAR Page 40 of 40 EX-99.1 2 ex-99_1.txt EXHIBIT 99.1 EXHIBIT 99.1 EXHIBIT 1 JOINT FILING STATEMENT The undersigned acknowledge and agree that the foregoing Statement on Schedule 13D is filed on behalf of each of them and that all subsequent amendments to such Statement on Schedule 13D may be filed on behalf of each of them without the necessity of entering into or filing any additional joint filing statements. The undersigned acknowledge that each of them will be responsible for the timely filing of such amendments, and for the completeness and accuracy of the information concerning each of them, respectively, contained herein and therein, but will not be responsible for the completeness and accuracy of the information concerning the others of them, except to the extent that the undersigned know or have reason to believe that such information is inaccurate. August 23, 2000 THE TCW GROUP, INC. By: /s/ Linda D. Barker --------------------------------------- Name: Linda D. Barker Title: Authorized Signatory ROBERT A. DAY By: /s/ Linda D. Barker --------------------------------------- Name: Linda D. Barker Under Power of Attorney filed herewith As Exhibit 3. TCW INVESTMENT MANAGEMENT COMPANY By: /s/ Linda D. Barker --------------------------------------- Name: Linda D. Barker Title: Vice President TCW ASSET MANAGEMENT COMPANY By: /s/ Linda D. Barker --------------------------------------- Name: Linda D. Barker Title: Vice President TCW/CRESENT MEZZANINE II, LLC By: TCW/CRESCENT MEZZANINE, LLC, its Managing Owner By: /s/ Linda D. Barker --------------------------------- Name: Linda D. Barker Title: Vice President TCW/CRESCENT MEZZANINE PARTNERS II, L.P. By: TCW/CRESCENT MEZZANINE II, L.P., its General Partner By: TCW/CRESCENT MEZZANINE, LLC, its General Partner By: /s/ Linda D. Barker -------------------------------- Name: Linda D. Barker Title: Vice President TCW/CRESCENT MEZZANINE TRUST II By: TCW/CRESCENT MEZZANINE II, L.P., as Managing Owner By: TCW/CRESCENT MEZZANINE, LLC, as General Partner By: /s/ Linda D. Barker -------------------------------- Name: Linda D. Barker Title: Vice President TCW LEVERAGED INCOME TRUST, L.P. By: TCW ADVISERS (BERMUDA) LTD., its General Partner By: /s/ Linda D. Barker --------------------------------------- Name: Linda D. Barker Title: Assistant Secretary TCW LEVERAGED INCOME TRUST II, L.P. By: TCW (LINC II), L.P., its General Partner By: TCW ADVISERS (BERMUDA) LTD., its General Partner By: /s/ Linda D. Barker --------------------------------------- Name: Linda D. Barker Title: Assistant Secretary TCW LEVERAGED INCOME TRUST IV, L.P. By: TCW (LINC IV), LLC, its General Partner By: TCW Asset Management Company, its Managing Member By: /s/ Linda D. Barker --------------------------------------- Name: Linda D. Barker Title: Vice President TCW ADVISERS (BERMUDA) LTD. By: /s/ Linda D. Barker --------------------------------------- Name: Linda D. Barker Title: Assistant Secretary TCW/CRESCENT MEZZANINE II, L.P. By: TCW CRESCENT MEZZANINE, LLC, its Managing Owner By: /s/ Linda D. Barker --------------------------------------- Name: Linda D. Barker Title: Vice President TCW (LINC II) L.P. By: TCW Advisers (Bermuda) Ltd., Its General Partner By: /s/ Linda D. Barker --------------------------------------- Name: Linda D. Barker Title: Assistant Secretary TCW (LINC IV), LLC By: TCW ASSET MANAGEMENT COMPANY, its Managing Member By: /s/ Linda D. Barker --------------------------------------- Name: Linda D. Barker Title: Vice President TCW CRESCENT MEZZANINE, LLC By: /s/ Linda D. Barker --------------------------------------- Name: Linda D. Barker Title: Vice President EX-99.2 3 ex-99_2.txt EXHIBIT 99.2 EXHIBIT 2 TCW/CRESCENT WARRANT AGREEMENT This TCW/CRESCENT WARRANT AGREEMENT (this "AGREEMENT") is made as of August 14, 2000, by and among the TCW/Crescent Lenders (as defined herein) and Synagro Technologies, Inc., a Delaware corporation (the "COMPANY"). Capitalized terms used herein and not otherwise defined shall have the meanings given to such terms in SECTION 5A hereof. WHEREAS, the Company, the GTCR Lender (as defined therein) and the TCW/Crescent Lenders have entered into an Amended and Restated Senior Subordinated Loan Agreement, dated as of the date hereof (as the same shall be modified, amended and supplemented from time to time, the "LOAN AGREEMENT"); WHEREAS, pursuant to the Loan Agreement, the TCW/Crescent Lenders will make a loan to the Company on the date hereof in the principal amount of $26,379,992.75 (the "AUGUST 2000 LOAN") and, subject to the terms and conditions of the Loan Agreement, may make or arrange for loans to the Company from time to time after the date hereof (each a "SUBSEQUENT LOAN", and together with the August 2000 Loan, the "LOANS") up to an aggregate principal amount (excluding the August 2000 Loan) of $36,120,007.25 (the "AGGREGATE SUBSEQUENT LOAN AMOUNT"); WHEREAS, as an inducement and partial consideration to the TCW/Crescent Lenders to enter into the Loan Agreement and to make the Loans, the Company has agreed to (i) issue to the TCW/Crescent Lenders on the date hereof warrants (the "AUGUST 2000 WARRANTS") representing the right to purchase, in the aggregate, the August 2000 Warrant Shares from the Company and (ii) issue to the TCW/Crescent Lenders on the date of each Subsequent Loan warrants (each a "SUBSEQUENT WARRANT", and together with the August 2000 Warrant, the "WARRANTS") representing the right to purchase, in the aggregate, Subsequent Warrant Shares from the Company, in each case pursuant to the terms and conditions of this Agreement and in the form of EXHIBIT A attached hereto; and WHEREAS, the Company has authorized the issuance of the Warrants to the TCW/Crescent Lenders pursuant to the terms and conditions of this Agreement and each such Warrant. NOW, THEREFORE, in consideration of the premises and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereto agree as follows: SECTION 1. ISSUANCE OF WARRANTS; CLOSINGS. 1A. AUGUST 2000 CLOSING. The issuance of the August 2000 Warrants to the TCW/Crescent Lenders (the "AUGUST 2000 CLOSING") shall take place simultaneously with the closing of the August 2000 Loan pursuant to the Loan Agreement. The date of the August 2000 Closing is hereinafter referred to as the "AUGUST 2000 CLOSING DATE." 1B. ISSUANCE OF AUGUST 2000 WARRANTS. At the August 2000 Closing, the Company shall issue to the TCW/Crescent Lenders the August 2000 Warrants representing the right to purchase, in the aggregate, the August 2000 Warrant Shares. The August 2000 Warrants shall be exercisable immediately upon issuance thereof, and the TCW/Crescent Lenders may exercise all or any portion of the August 2000 Warrants at any time and from time to time thereafter. 1C. SUBSEQUENT CLOSINGS. The issuance of each Subsequent Warrant to the TCW/Crescent Lenders (each a "SUBSEQUENT CLOSING") shall take place simultaneously with the closing of each Subsequent Loan. The date of each Subsequent Closing is hereinafter referred to as a "SUBSEQUENT CLOSING DATE"). 1D. ISSUANCES OF SUBSEQUENT WARRANTS. At each Subsequent Closing in which a purchase of Convertible Preferred Stock will be made concurrently with such Subsequent Closing pursuant to the Preferred Stock Purchase Agreement, the Company shall issue to the TCW/Crescent Lenders Subsequent Warrants representing the right to purchase a number of Subsequent Warrant Shares equal to the product of: (I) (X) the result of (1) the aggregate number of shares of Convertible Preferred Stock being purchased pursuant to the Preferred Stock Purchase Agreement by all Purchasers (as defined in the Preferred Stock Purchase Agreement) at such Subsequent Closing, DIVIDED BY (2) 1.00 MINUS the product of (a) 12.5% and (b) the ratio of (i) the aggregate Loans being made by all of the Lenders at such Subsequent Closing pursuant to the Loan Agreement over (ii) the aggregate dollar amount of all Convertible Preferred Stock being purchased by all of the Purchasers pursuant to the Preferred Stock Purchase Agreement at such Subsequent Closing, MINUS (Y) the aggregate number of shares of Convertible Preferred Stock being purchased by all of the Purchasers pursuant to the Preferred Stock Purchase Agreement at such Subsequent Closing, MULTIPLIED BY (II) the aggregate dollar amount of all Loans being made at such Subsequent Closing by the TCW/Crescent Lenders divided by the aggregate dollar amount of all Loans being made at such Subsequent Closing by all of the Lenders at such Subsequent Closing. At each Subsequent Closing in which a purchase of Convertible Preferred Stock will not be made concurrently with such Subsequent Closing pursuant to the Preferred Stock Purchase Agreement, the Company shall issue to the TCW/Crescent Lenders Subsequent Warrants representing the right to purchase a number of Subsequent Warrant Shares to be mutually agreed between the Company and the TCW/Crescent Lenders at the time of such Subsequent Closing. If the Purchasers (as defined in the Preferred Stock Purchase Agreement) purchase additional Convertible Preferred Stock from the Company to meet a Funding Obligation (as defined in the Preferred Stock Purchase Agreement) then the Company shall issue to the TCW/Crescent Lenders Subsequent Warrants concurrently with such purchase representing the right to purchase a number of Subsequent Warrant Shares equal to the TCW/Crescent Allocation. For purposes hereof, the "TCW/CRESCENT ALLOCATION" means a number of shares of Convertible Preferred Stock which are convertible into a number of shares of the Company's common stock, par value $.002, per share (the "COMMON STOCK"), equal to (I) (a) 0.028 MULTIPLIED BY (b) the aggregate number of shares of the Company's Common Stock outstanding on a fully-diluted basis (i.e., assuming the conversion of all of the outstanding Convertible Preferred Stock, the exercise of all outstanding options for the purchase of Common Stock and the exercise of all outstanding warrants for the purchase of Common Stock and the conversion of all Convertible Preferred Stock issuable upon exercise of the Company's warrants or options) as of the close of business on the August 2000 Closing PLUS the number of shares of Common Stock issuable upon conversion of all of the New Shares PLUS the number of shares of Common Stock issuable upon conversion of an amount of Convertible Preferred Stock equal to the Total Funding Letter Catch Up Amount MINUS (II) 1,516,318. For purposes hereof, the "TOTAL FUNDING LETTER CATCH UP AMOUNT" means a number of shares of Convertible Preferred Stock equal to the result of (I) (A) (x) the aggregate number of shares of Convertible Preferred Stock to be purchased pursuant to the Preferred Stock Purchase Agreement to meet the Funding Obligation (the "NEW SHARES") PLUS 7,445.301 DIVIDED BY (y) 1.00 MINUS the New Ratio MINUS (B) the New Shares MINUS (II) 7,445.301. For purposes hereof, the "NEW RATIO" means the ratio of (i) the aggregate outstanding Loans made by all of the Lenders pursuant to the Loan Agreement as of the close of business on the August 2000 Closing OVER (ii) the aggregate purchase price paid for all of the Convertible Preferred Stock purchased pursuant to the Preferred Stock Purchase Agreement by all of the Purchasers (as defined in the Preferred Stock Purchase Agreement) as of the close of business on the August 2000 Closing PLUS the aggregate dollar amount of all New Shares to be purchased pursuant to the Preferred Stock Purchase Agreement to meet the Funding Obligation. -3- For purpose of the GTCR Warrant Agreement (as defined in the Loan Agreement), the "GTCR ALLOCATION" means a number of shares of Convertible Preferred Stock equal to the Total Funding Letter Catch Up Amount MINUS the TCW/Crescent Allocation. 1E. ALLOCATION OF WARRANT SHARES. Notwithstanding anything to the contrary herein, the aggregate amount of Warrant Shares, including the August 2000 Warrant Shares, to which the TCW/Crescent Lenders are collectively entitled hereunder, shall be allocated among the TCW/Crescent Lenders by the issuances of Warrants in accordance with the allocation percentage opposite to each TCW/Crescent Lender's name under the heading "TCW/Crescent Lender Allocations" on the "SCHEDULE OF TCW/CRESCENT ALLOCATIONS" attached hereto. For the avoidance of doubt, in connection with each grant of Warrants hereunder, a separate Warrant shall be issued to each TCW/Crescent Lender representing their allocation of the aggregate Warrant Shares being granted at the time of such grant. SECTION 2. REPRESENTATIONS AND WARRANTIES OF THE Company. As of the August 2000 Closing, and as of each Subsequent Closing, the Company represents and warrants to the TCW/Crescent Lenders as follows: 2A. GOOD STANDING. The Company is a corporation duly organized, validly existing and in good standing under the laws of the State of Delaware. 2B. AUTHORITY RELATIVE TO THIS AGREEMENT. The Company has all requisite corporate power and authority to enter into and perform this Agreement and to issue and deliver the Warrants to the TCW/Crescent Lenders. The execution, delivery and performance by the Company of this Agreement, including the issuance and delivery of the Warrants to the TCW/Crescent Lenders, have been duly authorized by all necessary corporate action on the part of the Company. This Agreement has been duly executed and delivered by the Company and is a legal, valid and binding obligation of the Company and is enforceable against the Company in accordance with its terms (except as may be limited by bankruptcy, insolvency or other laws affecting the enforcement of creditors' rights). 2C. NO CONFLICT OR Violation. The execution and delivery of this Agreement by the Company, the performance by the Company of its obligations hereunder and the issuance and delivery of the Warrants to the TCW/Crescent Lenders does not and will not conflict with or result in a violation of (i) the charter or bylaws of the Company or (ii) any agreement, instrument, law, rule, regulation, order, writ, judgment or decree to which the Company is a party or is subject, except for such conflicts and violations which will not, individually or in the aggregate, have a material adverse effect on the business, operations, assets or condition (financial or otherwise) or business of the Company and will not deprive the TCW/Crescent Lenders of any material benefit under this Agreement. 2D. VALIDITY OF ISSUANCE. The Warrants to be issued to the TCW/Crescent Lenders pursuant to this Agreement and the Warrant Shares issued upon exercise of the Warrants will, when issued, be duly and validly issued, fully paid and nonassessable, and free and clear of all liens, claims and encumbrances. -4- 2E. CAPITAL STRUCTURE (AUGUST 2000 CLOSING). The authorized and issued capital stock of the Company as of the August 2000 Closing and immediately thereafter is as set forth on the CAPITALIZATION SCHEDULE dated as of the August 2000 Closing Date and attached hereto. 2F. CAPITAL STRUCTURE (SUBSEQUENT CLOSINGS). The authorized and issued capital stock of the Company as of any Subsequent Closing and immediately thereafter will be as set forth on the CAPITALIZATION SCHEDULE dated as of such Subsequent Closing Date and provided to the TCW/Crescent Lenders prior to such Subsequent Closing. SECTION 3. INVESTMENT REPRESENTATIONS; LEGENDS. 3A. INVESTMENT Representations. Each TCW/Crescent Lender hereby represents and warrants to the Company that such TCW/Crescent Lender is acquiring the Warrants, and to the extent any such Warrant has been exercised, the Warrant Shares, for its own account and not with a view to, or for resale in connection with, the distribution or other disposition thereof. Each TCW/Crescent Lender agrees and acknowledges that it will not, directly or indirectly, offer, transfer or sell any Warrant or any Warrant Shares, or solicit any offers to purchase or acquire any Warrant or any Warrant Shares, unless the transfer or sale is (i) pursuant to an effective registration statement under the Securities Act of 1933, as amended, and the rules and regulations thereunder (the "SECURITIES ACT") and has been registered under any applicable state securities or "blue sky" laws or (ii) pursuant to an exemption from registration under the Securities Act and all applicable state securities or "blue sky" laws. 3B. ADDITIONAL INVESTMENT REPRESENTATIONS. Each TCW/Crescent Lender hereby represents and warrants to the Company that (i) it has such knowledge and experience in financial and business matters so as to be capable of evaluating the merits and risks of its investment hereunder, (ii) it is able to incur a complete loss of such investment, (iii) it is able to bear the economic risk of such investment for an indefinite period of time and (iv) it is an "accredited investor" as that term is defined in Regulation D under the Securities Act. 3C. LEGEND. Each TCW/Crescent Lender hereby acknowledges that the Company will stamp or otherwise imprint each Warrant with a legend in substantially the following form: THIS WARRANT AND ANY SHARES OF STOCK OBTAINABLE UPON ITS EXERCISE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE "SECURITIES ACT"), OR ANY STATE'S SECURITIES LAWS AND MAY NOT BE TRANSFERRED, SOLD OR OTHERWISE DISPOSED OF EXCEPT PURSUANT TO AN EFFECTIVE REGISTRATION UNDER THE SECURITIES ACT OR PURSUANT TO AN EXEMPTION THEREFROM. -5- In connection with the transfer of any Warrant or any Warrant Shares (other than a transfer pursuant to a public offering registered under the Securities Act, pursuant to Rule 144 or Rule 144A promulgated under the Securities Act (or any similar rules then in effect) or to an affiliate of the TCW/Crescent Lenders), the TCW/Crescent Lenders shall deliver, upon the reasonable request of the Company, an opinion of counsel, which counsel shall be knowledgeable in securities laws and which opinion shall be reasonably satisfactory to the Company, to the effect that such transfer may be effected without registration under the Securities Act. Upon receipt of an opinion of counsel reasonably satisfactory to the Company to the effect that such legend no longer applies to any particular Warrant and/or Warrant Shares, the Company shall promptly issue a replacement Warrant and/or replacement certificate evidencing such Warrant Shares (as applicable), which does not contain such legend. SECTION 4. INSPECTION RIGHTS. The Company shall permit any representatives designated by the TCW/Crescent Lenders (so long as the TCW/Crescent Lenders or any Affiliate of the TCW/Crescent Lenders holds any Warrant Shares), upon reasonable notice and during normal business hours and at such other times as any such holder may reasonably request, to (i) visit and inspect any of the properties of the Company and its subsidiaries, (ii) examine the corporate and financial records of the Company and its subsidiaries and make copies thereof or extracts therefrom and (iii) discuss the affairs, finances and accounts of the Company and/or any of its subsidiaries with their respective directors, officers, key employees and independent accountants (it being understood that such representatives will keep all non-public information confidential to the full extent permitted by applicable law). SECTION 5. MISCELLANEOUS 5A. DEFINITIONS. For the purposes of this Agreement, the following terms shall have the following meanings: "AFFILIATE," as applied to any Person, means any other Person directly or indirectly controlling, controlled by, or under common control with, that Person. For the purposes of this definition, "control" (including with correlative meanings, the terms "controlling," "controlled by" and "under common control with"), as applied to any Person, means the possession, directly, indirectly or beneficially, of the power to direct or cause the direction of the management and policies of that Person, whether through the ownership of voting securities or by contract or otherwise. "CONVERTIBLE PREFERRED STOCK" means the Company's Series D Convertible Preferred Stock, par value $.002 per share, the Company's Series E Convertible Preferred Stock, par value $.002 per share, and each series of the Company's Convertible Preferred Stock issued, or from time to time issuable, pursuant to the Preferred Stock Purchase Agreement with substantially the same rights and preferences as the Company's Series E Convertible Preferred Stock, par value $.002 per share (except that the number of shares of the Company's Common Stock into which such securities are convertible shall be determined as set forth in the Preferred Stock Purchase Agreement). -6- "AUGUST 2000 WARRANT SHARES" means 3,790.795 shares of the Company's Series E Convertible Preferred Stock, par value $.002 per share, obtained or obtainable upon exercise of the August 2000 Warrants, as such number of shares shall be adjusted from time to time in accordance with SECTION 2 of the August 2000 Warrants. "PERSON" means and includes natural persons, corporations, limited partnerships, limited liability companies, general partnerships, joint stock companies, joint ventures, associations, companies, trusts, banks, trust companies, land trusts, business trusts or other organizations, whether or not legal entities, and governments and agencies and political subdivision thereof. "PREFERRED STOCK PURCHASE AGREEMENT" means that certain Amended and Restated Purchase Agreement by and among, the Company, GTCR Fund VII, L.P., a Delaware limited partnership, and the TCW/Crescent Lenders, dated as of the date hereof. "SUBSEQUENT WARRANT SHARES" means, with respect to a Subsequent Warrant, the shares issuable upon exercise of such Subsequent Warrant which shares shall be Convertible Preferred Stock of the same series as the Convertible Preferred Stock being issued pursuant to the Preferred Stock Purchase Agreement at such Subsequent Closing. "TCW/CRESCENT LENDERS" means, collectively, (i) TCW/Crescent Mezzanine Partners II, L.P., a Delaware limited partnership, (ii) TCW/Crescent Mezzanine Trust II, a Delaware business trust, (iii) TCW Leveraged Income Trust, L.P., a Delaware limited partnership, (iv) TCW Leveraged Income Trust II, L.P., a Delaware limited partnership, and (v) TCW Leveraged Income Trust IV, L.P., a Delaware limited partnership. "WARRANT SHARES" means, collectively, the August 2000 Warrant Shares and any Subsequent Warrant Shares then outstanding, issued pursuant to this Agreement. 5B. NOTICES. All notices and other communications provided for herein shall be dated and in writing and shall be deemed to have been duly given (i) when delivered, if delivered personally, sent by registered or certified mail, return receipt requested and postage prepaid, or sent via nationally recognized overnight courier or via facsimile with confirmation of receipt and (ii) when received if delivered otherwise, to the party to whom it is directed: IF TO THE Company: Synagro Technologies, Inc. 1800 Bering Drive, Suite 1000 Houston, TX 77057 Attention: Chief Financial Officer Telecopier No.: (713) 3691760 WITH A COPY TO: -7- Locke Liddell & Sapp LLP 3400 Chase Tower 600 Travis Street Houston, TX 77002-3095 Attention: Michael T. Peters Telecopier No.: (713) 223-3717 IF TO THE TCW/CRESCENT LENDERS: TCW/Crescent Mezzanine Partners II, L.P. TCW/Crescent Mezzanine Trust II TCW Leveraged Income Trust, L.P. TCW Leveraged Income Trust II, L.P. TCW Leveraged Income Trust IV, L.P. c/o TCW/Crescent Mezzanine, L.L.C. 200 Crescent Court, Suite 1600 Dallas, Texas 75201 Attention: Timothy P. Costello Telecopier: (214) 740-7382 WITH A COPY TO: GTCR Capital Partners, L.P. 6100 Sears Tower Chicago, IL 60606 Attention: David A. Donnini Telecopier No.: (312) 382-2201 and Kirkland & Ellis 200 East Randolph Drive Chicago, IL 60601 Attention: Stephen L. Ritchie Telecopier No.: (312) 861-2200 and -8- Gardere & Wynne, L.L.P. 3000 Thanksgiving Tower 1601 Elm Street Dallas, TX 75201 Attention: Gary B. Clark Telecopier No.: (214) 999-4667 or to such other address as any party hereto shall have provided in a written notice to the others. 5C. ASSIGNMENT. This Agreement and all the provisions hereof shall be binding upon and shall inure to the benefit of the parties hereto and their respective successors and permitted assigns; PROVIDED, HOWEVER, that neither this Agreement nor any rights or obligations hereunder shall be assigned by the Company or the TCW/Crescent Lenders without the prior written consent of GTCR Capital Partners, L.P. UNLESS such assignment is by the TCW/Crescent Lenders to their Affiliates or such assignment is in connection with an assignment or transfer of the loans made by the TCW/Crescent Lenders under the Loan Agreement in accordance with the terms thereof. 5D. AMENDMENT. This Agreement may be amended only by a written instrument signed by the Company, the holders of a majority of the Warrant Shares and GTCR Capital Partners, L.P. 5E. WAIVER. Any party hereto may (a) extend the time for the performance of any of the obligations or other acts of the other party hereto, (b) waive any inaccuracies in the representations and warranties contained herein or in any document delivered pursuant hereto and (c) waive compliance with any of the agreements or conditions herein. Any agreement on the part of a party hereto to any such extension or waiver shall only be valid as to such party if set forth in an instrument in writing signed by such party. 5F. SEVERABILITY. In the event that any one or more of the provisions hereof, or the application thereof in any circumstances, is held invalid, illegal or unenforceable in any respect for any reason, the validity, legality and enforceability of any such provision in every other respect and of the remaining provisions hereof shall not be in any way impaired; it being intended that all rights, powers and privileges of the parties hereto shall be enforceable to the fullest extent permitted by law. 5G. GOVERNING LAW. All questions concerning the construction, validity and interpretation of this Agreement shall be governed by and construed in accordance with the internal laws of the State of Illinois, without giving effect to any choice of law or other conflict of law provision or rule (whether of the State of Illinois or any other jurisdiction) that would cause the application of the laws of any jurisdiction other than the State of Illinois. 5H. COUNTERPARTS. This Agreement may be executed in two or more counterparts (including by means of facsimile), each of which when so executed and delivered -9- shall be deemed to be an original and all of which together shall be deemed to be one and the same agreement. 5I. DESCRIPTIVE HEADINGS. The headings in this Agreement are for convenience of reference only and shall not limit or otherwise affect the meaning of the terms contained herein. 5J. SURVIVAL OF REPRESENTATIONS AND WARRANTIES. All representations and warranties made in writing by any party in connection herewith shall survive the execution and delivery of this Agreement and the consummation of the transactions contemplated hereby (including each Subsequent Closing), regardless of any investigation made by the TCW/Crescent Lenders or on its behalf. 5K. PURCHASE PRICES FOR AUGUST 2000 WARRANTS. The Company and each TCW/Crescent Lender hereby agree that for purposes of Sections 1271 through 1275 of the Internal Revenue Code of 1986, as amended (or any successor statute), the aggregate original purchase price of the August 2000 Warrants is $3,790,795, which purchase prices will be used by the Company and each TCW/Crescent Lender, as appropriate, for financial reporting and income tax purposes. 5L. ENTIRE AGREEMENT. Except as otherwise expressly set forth herein, this Agreement, the Loan Agreement and the Warrants embody the complete agreement and understanding among the parties hereto with respect to the subject matter hereof and supersede and preempt any prior understandings, agreements or representations by or among the parties, written or oral, which may have related to the subject matter hereof in any way. * * * * -10- IN WITNESS WHEREOF, the parties hereto have caused this TCW/Crescent Warrant Agreement to be signed by its duly authorized officers as of the date first written above. SYNAGRO TECHNOLOGIES, INC. By: /s/ Ross M. Patten --------------------------------------- Name: Ross M. Patten --------------------------------------- Its: Chairman/CEO --------------------------------------- TCW/CRESCENT MEZZANINE PARTNERS II, L.P. TCW/CRESCENT MEZZANINE TRUST II By: TCW/Crescent Mezzanine II, L.P. as general partner or managing owner By: TCW/Crescent Mezzanine, L.L.C., its general partner By: /s/ Timothy P. Costello ---------------------------------- Name: Timothy P. Costello Title: Managing Director TCW LEVERAGED INCOME TRUST, L.P. By: TCW Advisors (Bermuda), Limited as general partner By: /s/ Darryl L. Schall ---------------------------------- Name: Darryl L. Schall Title: Managing Director TCW Investment Management Company, as Investment Advisor By: /s/ Timothy P. Costello ---------------------------------- Name: Timothy P. Costello Title: Managing Director TCW LEVERAGED INCOME TRUST II, L.P. By: TCW (LINC II), L.P. as general partner By: TCW Advisors (Bermuda), Ltd. as general partner By: /s/ Darryl L. Schall ---------------------------------- Name: Darryl L. Schall Title: Managing Director TCW Investment Management Company, as Investment Advisor By: /s/ Timothy P. Costello ---------------------------------- Name: Timothy P. Costello Title: Managing Director TCW LEVERAGED INCOME TRUST IV, L.P. By: TCW Asset Management Company, as investment advisor By: /s/ Darryl L. Schall ---------------------------------- Name: Darryl L. Schall Title: Managing Director By: /s/ Timothy P. Costello ---------------------------------- Name: Timothy P. Costello Title: Managing Director By: TCW (LINC IV), L.L.C., as general partner By: TCW Asset Management Company, as its managing member By: /s/ Darryl L. Schall ---------------------------------- Name: Darryl L. Schall Title: Managing Director By: /s/ Timothy P. Costello ---------------------------------- Name: Timothy P. Costello Title: Managing Director CAPITALIZATION SCHEDULE SCHEDULE OF TCW/CRESCENT ALLOCATIONS
Tcw/Crescent Lender Tcw/Crescent - ------------------- ------------ Lender Allocations ------------------ TCW/CRESCENT MEZZANINE PARTNERS II, L.P. 64.391497% TCW/CRESCENT MEZZANINE TRUST II 15.608503% TCW LEVERAGED INCOME TRUST, L.P. 6.666667% TCW LEVERAGED INCOME TRUST II, L.P. 6.666667% TCW LEVERAGED INCOME TRUST IV, L.P. 6.666667%
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