================================================================================
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 13D
(Rule 13d-101)
------------------------------
SAVVIS COMMUNICATIONS CORPORATION
(Name of Issuer)
Common Stock, par value $.01 per share 805423 10 0
(Title of class of securities) (CUSIP number)
Nancy C. Gardner, Esq.
REUTERS AMERICA INC.
Acting General Counsel
The Reuters Building
3 Times Square
New York, New York 10036
(646) 223-4203
(Name, address and telephone number of person authorized
to receive notices and communications)
May 3, 2001
(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
for other parties to whom copies are to be sent.
(Continued on following pages)
- ------------------------------------------------------------- ---------------------------------------------------------
CUSIP No. 805423 10 0 13D Page 2
- ------------------------------------------------------------- ---------------------------------------------------------
- ------------------------ --------------------------------------------------------------------------------------------------------
1 NAME OF REPORTING PERSON REUTERS GROUP PLC
I.R.S. IDENTIFICATION NO. IRS NO.
OF ABOVE PERSON
- ------------------------ --------------------------------------------------------------------------------------------------------
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: England and Wales
- ------------------------ --------------------------------------------------------------------------------------------------------
7 SOLE VOTING POWER: 0
NUMBER OF
SHARES
------------------- --------------------------------------------------------------------------------
BENEFICIALLY 8 SHARED VOTING POWER: 14,076,373
OWNED BY (see Item 5)
------------------- --------------------------------------------------------------------------------
EACH 9 SOLE DISPOSITIVE POWER: 0
REPORTING
------------------- --------------------------------------------------------------------------------
PERSON WITH 10 SHARED DISPOSITIVE POWER: 14,076,373
(see Item 5)
- ------------------------ --------------------------------------------------------------------------------------------------------
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY REPORTING PERSON: 14,076,373
(see Item 5)
- ------------------------ --------------------------------------------------------------------------------------------------------
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES: [ ]
- ------------------------ --------------------------------------------------------------------------------------------------------
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11): 14.99%
(see Item 5)
- ------------------------ --------------------------------------------------------------------------------------------------------
14 TYPE OF REPORTING PERSON: HC; CO
- ------------------------ --------------------------------------------------------------------------------------------------------
- ------------------------------------------------------------- ---------------------------------------------------------
CUSIP No. 805423 10 0 13D Page 3
- ------------------------------------------------------------- ---------------------------------------------------------
- ------------------------ --------------------------------------------------------------------------------------------------------
1 NAME OF REPORTING PERSON REUTERS AMERICA INC.
I.R.S. IDENTIFICATION NO. IRS NO. 13-3320829
OF ABOVE PERSON
- ------------------------ --------------------------------------------------------------------------------------------------------
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP: (a) [ ]
(b) [X]
- ------------------------ ------------------------------------------------------------------------------------ -------------------
3 SEC USE ONLY
- ------------------------ --------------------------------------------------------------------------------------------------------
4 SOURCE OF FUNDS: OO; 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
- ------------------------ --------------------------------------------------------------------------------------------------------
7 SOLE VOTING POWER: 0
NUMBER OF
SHARES
------------------- --------------------------------------------------------------------------------
BENEFICIALLY 8 SHARED VOTING POWER: 14,076,373
OWNED BY (see Item 5)
------------------- --------------------------------------------------------------------------------
EACH 9 SOLE DISPOSITIVE POWER: 0
REPORTING
------------------- --------------------------------------------------------------------------------
PERSON WITH 10 SHARED DISPOSITIVE POWER: 14,076,373
(see Item 5)
- ------------------------ --------------------------------------------------------------------------------------------------------
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY REPORTING PERSON: 14,076,373
(see Item 5)
- ------------------------ --------------------------------------------------------------------------------------------------------
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES: [ ]
- ------------------------ --------------------------------------------------------------------------------------------------------
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11): 14.99%
(see Item 5)
- ------------------------ --------------------------------------------------------------------------------------------------------
14 TYPE OF REPORTING PERSON: CO
- ------------------------ --------------------------------------------------------------------------------------------------------
- ------------------------------------------------------------- ---------------------------------------------------------
CUSIP No. 805423 10 0 13D Page 4
- ------------------------------------------------------------- ---------------------------------------------------------
- ------------------------ --------------------------------------------------------------------------------------------------------
1 NAME OF REPORTING PERSON REUTERS S.A.
I.R.S. IDENTIFICATION NO. IRS NO.
OF ABOVE PERSON
- ------------------------ --------------------------------------------------------------------------------------------------------
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP: (a) [ ]
(b) [X]
- ------------------------ --------------------------------------------------------------------------------------------------------
3 SEC USE ONLY
- ------------------------ --------------------------------------------------------------------------------------------------------
4 SOURCE OF FUNDS: OO; 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: Switzerland
- ------------------------ --------------------------------------------------------------------------------------------------------
7 SOLE VOTING POWER: 0
NUMBER OF
SHARES
------------------- --------------------------------------------------------------------------------
BENEFICIALLY 8 SHARED VOTING POWER: 14,076,373
OWNED BY (see Item 5)
------------------- --------------------------------------------------------------------------------
EACH 9 SOLE DISPOSITIVE POWER: 0
REPORTING
------------------- --------------------------------------------------------------------------------
PERSON WITH 10 SHARED DISPOSITIVE POWER: 14,076,373
(see Item 5)
- ------------------------ --------------------------------------------------------------------------------------------------------
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY REPORTING PERSON: 14,076,373
(see Item 5)
- ------------------------ --------------------------------------------------------------------------------------------------------
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES: [ ]
- ------------------------ --------------------------------------------------------------------------------------------------------
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11): 14.99%
(see Item 5)
- ------------------------ --------------------------------------------------------------------------------------------------------
14 TYPE OF REPORTING PERSON: CO
- ------------------------ --------------------------------------------------------------------------------------------------------
Item 1. Security and Issuer
-------------------
The title and class of equity security to which this statement on
Schedule 13D relates is the common stock, $.01 par value per share (the "Common
Stock"), of Savvis Communications Corporation ("Savvis"). The principal
executive offices of Savvis are located at 12851 Worldgate Drive, Herndon,
Virginia 20170.
Item 2. Identity and Background
-----------------------
This statement is filed by Reuters Group PLC ("RGPLC"), Reuters America
Inc. ("RAM") and Reuters S.A. ("RSA"). RAM and RSA are each indirect,
wholly-owned subsidiaries of RGPLC. RGPLC, RAM and RSA are referred to herein
collectively as the "Reporting Persons". A joint filing agreement among the
Reporting Persons with respect to the filing of this statement is attached
hereto as Exhibit 1 (the "Joint Filing Agreement").
RGPLC is a public limited company registered in England and Wales with
its principal executive offices located at 85 Fleet Street, London EC4P 4AJ,
England. RGPLC is a leading global information news and technology company. RAM
is a Delaware corporation with its principal executive offices located at The
Reuters Building, Three Times Square, New York, NY 10036. The principal business
activities of RAM are the distribution of Reuters' products and services in the
Americas. RSA is a corporation organized under the laws of Switzerland with its
principal executive offices located at rue de Jargonnant 5, 1211 Geneva 6,
Switzerland. The principal business activities of RSA are the purchase and
management of interests in enterprises, particularly subsidiaries of RGPLC, the
provision of computer services for the dissemination of news and information,
and the purchase, processing, distribution and publication of news and
information
The name, business address, present principal occupation or employment
(including the name, principal business and address of any corporation or other
organization, other than one of the Reporting Persons, in which such employment
is conducted), and citizenship of each director and executive officer of RGPLC,
RAM and RSA are set forth on Schedules A, B and C attached hereto, respectively.
During the past five years, none of the Reporting Persons nor, to the
best of their knowledge, any of their directors or executive officers, has been
(i) convicted of any criminal proceeding (excluding traffic violations or
similar misdemeanors) or (ii) a party to a civil proceeding of a judicial or
administrative body of competent jurisdiction as a result of which such person
was or is subject to a judgment, decree or final order enjoining future
violations of, or prohibiting or mandating activity subject to, federal or state
securities laws or finding any violation with respect to such laws.
5
Item 3. Source and Amount of Funds or Other Consideration
-------------------------------------------------
The consideration for the acquisition of the Savvis Stock Option (as
defined below) was the execution by RAM and RSA of the Asset Purchase Agreement
described below and the incurrence of obligations thereunder. RAM and RSA expect
to use working capital if they (or any affiliate) decide to exercise the Savvis
Stock Option.
Item 4. Purpose of Transaction
----------------------
On May 3, 2001, RAM and RSA (collectively, "Reuters") and Bridge
Information Systems, Inc. and certain of its subsidiaries, all of which are
debtors in cases under chapter 11 of title 11 of the United States Bankruptcy
Code, (collectively, "Bridge") entered into an Asset Purchase Agreement (the
"Asset Purchase Agreement"), pursuant to which Reuters has agreed to acquire
from Bridge certain assets of Bridge, including certain of its subsidiaries,
related to certain businesses of Bridge, for cash consideration of approximately
$275 million, the assumption of certain liabilities and an obligation to provide
funding for certain ongoing operations of Bridge and Savvis (which provides
certain network services to Bridge) prior to the closing contemplated by the
Asset Purchase Agreement (the "Closing"). In consideration therefor and the
other obligations incurred by RAM and RSA thereunder, Bridge, among other
things, granted to Reuters the right and option (the "Savvis Stock Option") to
purchase the 45,483,702 shares of Common Stock owned by Bridge subject to the
limitations described below, which Savvis Stock Option is evidenced by a
separate stock option agreement (the "Savvis Stock Option Agreement"), a copy of
which is filed as Exhibit 2 hereto and is incorporated herein by reference.
The Savvis Stock Option is exercisable from time to time in whole or in
part upon five business days notice to Bridge either before the Closing, at the
Closing or within 90 days after the Closing (provided that, if a filing under
the Hart-Scott-Rodino Antitrust Improvements Act of 1976 (the "HSR Act") is
required for such exercise, a notice of exercise may be made subject to the
making of all requisite filings under the HSR Act and the expiration of the
waiting period thereunder, and such notice will be deemed timely if given prior
to the expiration of the option period referred to above), at a per share
exercise price of the higher of (i) $2.50 (subject to adjustment to reflect
stock splits and similar changes in the capital structure of Savvis) and (ii)
the volume weighted average trading price of the Common Stock during the five
trading day period immediately preceding the date on which Reuters gives notice
of its exercise of the Savvis Stock Option. However, until such time as Reuters
otherwise first becomes an "interested stockholder," as defined in Section 203
of the Delaware General Corporation Law ("DGCL"), the exercise of the option is
limited to such number of shares of Common Stock as would not at the time result
in Reuters' becoming an "interested stockholder" unless and until the board of
directors of Savvis (the "Savvis Board") shall have approved such acquisition.
In addition, until such time as the Savvis Stock Option is exercised in full or
Reuters' right to exercise the Savvis Stock Option expires, Reuters has the
right to vote a number of shares of Common Stock equal to the lesser of (x) the
number of shares of Common Stock for which the option is exercisable from time
to time and (y) unless and until the waiting period has expired with respect to
any requisite filing under the HSR Act, such number of shares of Common Stock
which may be acquired by Reuters without the making of a filing under the HSR
6
Act from time to time, on all matters with respect to which such shares are
entitled to vote under either the DGCL or Savvis' certificate of incorporation
or by-laws, and Bridge retains the right to designate one director to the Savvis
Board. If Bridge or any of its affiliates shall at any time seek to transfer any
its shares of Common Stock, any transferee thereof will be required to acquire
such shares subject to the provisions of the Savvis Stock Option Agreement.
The parties intend to consummate the Closing as soon as practicable
after all conditions precedent of the Asset Purchase Agreement are met,
including receipt of applicable regulatory approvals.
Under the Asset Purchase Agreement, subject to Savvis and Reuters
entering into a binding letter agreement setting forth the terms upon which
Savvis would provide network services for certain of the businesses to be
acquired from Bridge, Reuters has agreed to offer to finance the operations of
Savvis through the Closing in an amount averaging at least $7.5 million per
month. Such financing is to be in the form of debt and convertible subordinated
debt reasonably satisfactory to Reuters and to be secured by Savvis' interest in
a certain leasehold mortgage and certain real property of Bridge. In connection
therewith, it is contemplated that Savvis will cause Reuters to be provided with
the right to designate one director to the Savvis Board and/or to select a
designee to attend all meetings of the Savvis Board and any committees thereof
as an observer.
Except as set forth above, none of the Reporting Persons has any
present plans or proposals which relate to or would result in any of the actions
described in subparagraphs (a) through (j) of Item 4 of Schedule 13D. The
possible activities of the Reporting Persons are subject to change at any time.
Item 5. Interest in Securities of the Issuer
------------------------------------
(a) The responses of the Reporting Persons to Rows (11) through (13) of
the cover pages of this statement on Schedule 13D are incorporated herein by
reference. As of May 14, 2001, the Reporting Persons beneficially owned in the
aggregate 14,076,373 shares of Common Stock, representing one share less than
15% of the outstanding shares of Common Stock (the outstanding shares of Common
Stock, 93,842,498, being based on the number of shares outstanding as of March
31, 2001, as reported in Savvis' Annual Report on Form 10-K for the year ended
December 31, 2000). As indicated in Item 4, until certain conditions are
satisfied relating to DGCL Section 203, the actual numbers of shares of Common
Stock beneficially owned by the Reporting Persons will depend on the total
number of shares of Common Stock outstanding from time to time.
The Savvis Stock Option gives Reuters the right to acquire an aggregate
of 45,483,702 shares of Common Stock from Bridge, representing approximately
48.5% of the outstanding shares of Common Stock. Currently, however, the Savvis
Stock Option Agreement effectively limits the exercisability of the Savvis Stock
Option to up to only 15% of the outstanding Common Stock (as a result of the 15%
ownership threshold specified in the definition of "interested stockholder" in
Section 203 of the DGCL). Accordingly, the number of shares reported as
7
beneficially owned by the Reporting Persons for purposes of this Schedule 13D
was calculated by subtracting one share from the product of 15% and the number
of shares of Common Stock outstanding. The Savvis Stock Option Agreement also
gives Reuters the right to vote the shares of Common Stock subject to the Savvis
Stock Option. However, this voting right covers the lesser of (x) the number of
shares for which the Savvis Stock Option is exercisable and (y) unless and until
any requisite filing under the HSR Act has been made and the waiting period with
respect thereto has expired, such number of shares that may be acquired by
Reuters without the making of a filing under the HSR Act.
Except as disclosed in this Item 5(a), none of the Reporting Persons
beneficially owns, nor, to the best of their knowledge, none of their directors
or executive officers beneficially owns, any shares of Common Stock.
(b) The responses of the Reporting Persons to (i) Rows (7) through (10)
of the cover pages of this statement on Schedule 13D and (ii) Item 5(a) hereof
are incorporated herein by reference.
(c) Except as disclosed in Item 4 hereof, none of the Reporting
Persons, nor, to the best of their knowledge, any of their directors or
executive officers, has effected any transaction in the Common Stock of Savvis
during the past 60 days.
(d) Not applicable.
(e) Not applicable.
Item 6. Contracts, Arrangements, Understandings or Relationships with Respect to
------------------------------------------------------------------------
Securities of the Issuer
- ------------------------
Reuters is a party to the Stock Option Agreement, and the Reporting
Persons are parties to the Joint Filing Agreement.
The responses to Item 4 and Item 5 hereof are incorporated herein by
reference.
Except as herein disclosed, none of the Reporting Persons, nor, to the
best of their knowledge, any of their directors or executive officers, are
parties to any contract, arrangement, understanding or relationship (legal or
otherwise) with respect to the securities of Savvis.
Item 7. Material to be Filed as Exhibits
--------------------------------
1. Joint Filing Agreement by and among Reuters Group PLC, Reuters
America Inc. and Reuters S.A., dated May 14, 2001.
2. Stock Option Agreement, dated as of May 3, 2001, by and among
Bridge Information Systems, Inc. and certain of its
subsidiaries, Reuters America Inc. and Reuters S.A.
8
3. Power of Attorney appointing Stephen P. Lehman as
attorney-in-fact for Reuters Group PLC.
4. Power of Attorney appointing Stephen P. Lehman as
attorney-in-fact for Reuters S.A.
9
SIGNATURES
----------
After reasonable inquiry and to the best knowledge and belief
of the undersigned, the undersigned certifies that the information set forth in
this statement is true, complete and correct.
Date: May 14, 2001
REUTERS GROUP PLC
By: /s/ Stephen P. Lehman
-----------------------------------------
Name: Stephen P. Lehman
Title: Attorney-in-fact
REUTERS AMERICA INC.
By: /s/ Stephen P. Lehman
-----------------------------------------
Name: Stephen P. Lehman
Title: Vice President
REUTERS S.A.
By: /s/ Stephen P. Lehman
-----------------------------------------
Name: Stephen P. Lehman
Title: Attorney-in-fact
10
SCHEDULE A TO SCHEDULE 13D
--------------------------
Filed by Reuters Group PLC
REUTERS GROUP PLC
DIRECTORS AND EXECUTIVE OFFICERS
--------------------------------
- ------------------------------- --------------------- ------------------------------- --------------------------------
NAME CITIZENSHIP PRESENT BUSINESS ADDRESS PRESENT PRINCIPAL OCCUPATION
---- ----------- ------------------------ ----------------------------
- ------------------------------- --------------------- ------------------------------- --------------------------------
Sir Christopher British 85 Fleet Street Chairman of the Board
Anthony Hogg* London, EC4P 4AJ England
Non-executive Chairman of
Allied Domecq PLC
- ------------------------------- --------------------- ------------------------------- --------------------------------
Peter James Denton British 85 Fleet Street Chief Executive
Dob*+ London, EC4P 4AJ England
- ------------------------------- --------------------- ------------------------------- --------------------------------
Thomas Henry Glocer** US 85 Fleet Street Chief Executive
London, EC4P 4AJ England Designate
- ------------------------------- --------------------- ------------------------------- --------------------------------
David John Grigson*+ British 85 Fleet Street Finance Director
London, EC4P 4AJ England
- ------------------------------- --------------------- ------------------------------- --------------------------------
Sir John Anthony Craven* British/Canadian Cleveland House Non-executive Chairman of
33 King Street Lonmin plc
London, SW1Y 6RJ England
- ------------------------------- --------------------- ------------------------------- --------------------------------
Philip Nevill Green*+ British 85 Fleet Street Chief Executive-Reuters Financial
London, EC4P 4AJ England
- ------------------------------- --------------------- ------------------------------- --------------------------------
Edward Richard Kozel* US 405 El Camino Real Managing Director of Open
Box 610 Range LLC
Menlo Park, CA 94025
- ------------------------------- --------------------- ------------------------------- --------------------------------
Dennis Malamatinas* Greek/Dutch 8 Grafton Street Chief Executive of Priceline
Mayfair, London W1S 4EL Europe
England
- ------------------------------- --------------------- ------------------------------- --------------------------------
Jean-Claude Marchand*+ Swiss 5 rue de Jargonnant, 1207 Chairman-Reuters
Geneva, Switzerland Information and Group Marketing
- ------------------------------- --------------------- ------------------------------- --------------------------------
Roberto G. Mendoza* US c/o Davis Polk & Wardwell
450 Lexington Avenue
11
- ------------------------------- --------------------- ------------------------------- --------------------------------
NAME CITIZENSHIP PRESENT BUSINESS ADDRESS PRESENT PRINCIPAL OCCUPATION
- ------------------------------- --------------------- ------------------------------- --------------------------------
Office 2730 Investment Banker;
New York, NY 10017 Non-executive Chairman of Egg
plc
- ------------------------------- --------------------- ------------------------------- --------------------------------
Richard Lake Olver* British Britannic House Group Managing Director
1 Finsbury Circus BP Amoco PLC & CEO-
London EC2M 7BA England Exploration and Production
- ------------------------------- --------------------- ------------------------------- --------------------------------
Robert Oscar Rowley* British 85 Fleet Street Chief Executive
London, EC4P 4AJ England Officer-Reuterspace
- ------------------------------- --------------------- ------------------------------- --------------------------------
Charles James Francis British Northcliffe House Group Chief Executive,
Sinclair* 2 Derry Street Daily Mail & General Trust plc
London W8 5TT England
- ------------------------------- --------------------- ------------------------------- --------------------------------
Ian Charles Strachan* British 30 Bloomfield Terrace Non-executive director of
London SW1W 8PQ England Transocean Sedco Forex Inc.
and Instinet Group Incorporated
- ------------------------------- --------------------- ------------------------------- --------------------------------
Rosemary Elisabeth British 85 Fleet Street Company Secretary
Scudamore Martin+ London, EC4P 4AJ England
- ------------------------------- --------------------- ------------------------------- --------------------------------
Stephen Francis Australian 85 Fleet Street Group General Counsel
Mitchell+ London, EC4P 4AJ England
- ------------------------------- --------------------- ------------------------------- --------------------------------
David Granger Ure+ British 85 Fleet Street Strategic Adviser to The Board
London, EC4P 4AJ England
Chairman, Radianz Limited
- ------------------------------- --------------------- ------------------------------- --------------------------------
Geoffrey Arthur British 85 Fleet Street Director of Human Resources
Weetman+ London, EC4P 4AJ England
- ------------------------------- --------------------- ------------------------------- --------------------------------
- -------------
* Director
+ Executive Officer
12
SCHEDULE B TO SCHEDULE 13D
--------------------------
Filed by Reuters America Inc.
Reuters America Inc.
DIRECTORS AND EXECUTIVE OFFICERS
--------------------------------
- ------------------------------- --------------------- ------------------------------- --------------------------------
NAME CITIZENSHIP PRESENT BUSINESS ADDRESS PRESENT PRINCIPAL OCCUPATION
---- ----------- ------------------------ ----------------------------
- ------------------------------- --------------------- ------------------------------- --------------------------------
Directors:
----------
- ------------------------------- --------------------- ------------------------------- --------------------------------
Graham Albutt British The Reuters Building President, Focus Group Accounts
3 Times Square
New York, NY 10036
- ------------------------------- --------------------- ------------------------------- --------------------------------
John Reid-Dodick Canadian The Reuters Building Executive Vice President,
3 Times Square Corporate Affairs & General
New York, NY 10036 Counsel
- ------------------------------- --------------------- ------------------------------- --------------------------------
Thomas Henry Glocer US 85 Fleet Street Chief Executive Designate
London EC4P 4AJ England Reuters Group PLC
- ------------------------------- --------------------- ------------------------------- --------------------------------
David Turner British The Reuters Building Chief Financial Officer,
3 Times Square Reuterspace
New York, NY 10036 Executive Vice President
- ------------------------------- --------------------- ------------------------------- --------------------------------
Executive Officers:
-------------------
- ------------------------------- --------------------- ------------------------------- --------------------------------
Monica Albano US The Reuters Building Executive Vice President,
3 Times Square Human Resources
New York, NY 10036
- ------------------------------- --------------------- ------------------------------- --------------------------------
Nancy Bobrowitz US The Reuters Building Senior Vice President,
3 Times Square Corporate Communications
New York, NY 10036
- ------------------------------- --------------------- ------------------------------- --------------------------------
John Bunyan US The Reuters Building Executive Vice President,
3 Times Square Marketing
New York, NY 10036
- ------------------------------- --------------------- ------------------------------- --------------------------------
Anthony Canderelli US The Reuters Building Executive Vice President,
3 Times Square Technical Operations
New York, NY 10036
- ------------------------------- --------------------- ------------------------------- --------------------------------
Dave Distel US The Reuters Building Executive Vice President &
3 Times Square Chief Financial Officer
New York, NY 10036
- ------------------------------- --------------------- ------------------------------- --------------------------------
13
- ------------------------------- --------------------- ------------------------------- --------------------------------
NAME CITIZENSHIP PRESENT BUSINESS ADDRESS PRESENT PRINCIPAL OCCUPATION
---- ----------- ------------------------ ----------------------------
- ------------------------------- --------------------- ------------------------------- --------------------------------
Nancy Gardner US The Reuters Building Senior Vice President, Acting
3 Times Square General Counsel
New York, NY 10036
- ------------------------------- --------------------- ------------------------------- --------------------------------
Debra Hefferman US The Reuters Building Senior Vice President,
3 Times Square National Training
New York, NY 10036
- ------------------------------- --------------------- ------------------------------- --------------------------------
Alexander Hungate British The Reuters Building Co-CEO, Americas
3 Times Square
New York, NY 10036
- ------------------------------- --------------------- ------------------------------- --------------------------------
Phil Lynch US The Reuters Building Co-CEO, Americas
3 Times Square
New York, NY 10036
- ------------------------------- --------------------- ------------------------------- --------------------------------
David Meitz US The Reuters Building Executive Vice President,
3 Times Square Reuters Consulting
New York, NY 10036
- ------------------------------- --------------------- ------------------------------- --------------------------------
Michael Parlapiano US The Reuters Building Executive Vice President,
3 Times Square Focus Group Accounts
New York, NY 10036
- ------------------------------- --------------------- ------------------------------- --------------------------------
David Schlesinger US The Reuters Building Executive Vice President &
3 Times Square Editor, Americas
New York, NY 10036
- ------------------------------- --------------------- ------------------------------- --------------------------------
14
SCHEDULE C TO SCHEDULE 13D
--------------------------
Filed by Reuters S.A.
REUTERS S.A.
DIRECTORS AND EXECUTIVE OFFICERS
--------------------------------
- ------------------------------- --------------------- ------------------------------- --------------------------------
NAME CITIZENSHIP PRESENT BUSINESS ADDRESS PRESENT PRINCIPAL OCCUPATION
---- ----------- ------------------------ ----------------------------
- ------------------------------- --------------------- ------------------------------- --------------------------------
Directors:
----------
- ------------------------------- --------------------- ------------------------------- --------------------------------
Jean-Paul Aeschimann Swiss 25 Grand Rue Partner, Lenz & Staehelin
1204 Geneva, Switzerland
- ------------------------------- --------------------- ------------------------------- --------------------------------
David John Grigson British 85 Fleet Street Finance Director
London EC4P 4AJ
- ------------------------------- --------------------- ------------------------------- --------------------------------
Ian Kleinman Swiss 5 rue de Jargonnant Group Business Services
1207 Geneva, Switzerland Director
- ------------------------------- --------------------- ------------------------------- --------------------------------
Jean-Claude Marchand Swiss 5 rue de Jargonnant Chairman-Reuters Information
1207 Geneva, Switzerland and Group Marketing
- ------------------------------- --------------------- ------------------------------- --------------------------------
Robert Pennone Swiss 62 route de Frontex Partner, Fidutec
1207 Geneva, Switzerland
- ------------------------------- --------------------- ------------------------------- --------------------------------
Executive Officers:
-------------------
- ------------------------------- --------------------- ------------------------------- --------------------------------
None additional
- ------------------------------- --------------------- ------------------------------- --------------------------------
15
EXHIBIT INDEX
1. Joint Filing Agreement by and among Reuters Group PLC, Reuters America
Inc. and Reuters S.A., dated May 14, 2001.
2. Stock Option Agreement, dated as of May 3, 2001, by and among Bridge
Information Systems, Inc. and certain of its subsidiaries and Reuters
America Inc. and Reuters S.A.
3. Power of Attorney appointing Stephen P. Lehman as attorney-in-fact for
Reuters Group PLC.
4. Power of Attorney appointing Stephen P. Lehman as attorney-in-fact for
Reuters S.A.
16
Exhibit 1
JOINT FILING AGREEMENT
----------------------
This will confirm the agreement by and among all the undersigned that
the Schedule 13D filed on or about this date and any amendments thereto with
respect to beneficial ownership by the undersigned of shares of Common Stock,
par value $.01 per share, of Savvis Communications Corporation is being filed on
behalf of each of the undersigned in accordance with Rule 13d-1(k)(1) under the
Securities Exchange Act of 1934. This agreement may be executed in counterparts,
each of which shall be deemed an original, but all of which together shall
constitute one and the same instrument.
Dated: May 14, 2001
REUTERS GROUP PLC
By:/s/ Stephen P. Lehman
-------------------------------------
Name: Stephen P. Lehman
Title: Attorney-in-fact
REUTERS AMERICA INC.
By:/s/ Stephen P. Lehman
-------------------------------------
Name: Stephen P. Lehman
Title: Vice President
REUTERS SA
By:/s/ Stephen P. Lehman
-------------------------------------
Name: Stephen P. Lehman
Title: Attorney-in-fact
Ex-1
Exhibit 2
THIS STOCK OPTION AGREEMENT, dated as of May 3, 2001 (this
"Agreement"), is made by and among Bridge Information Systems, Inc. a Missouri
corporation ("Bridge"), Reuters America Inc., a Delaware corporation ("RAM"),
and Reuters S.A., a corporation organized under the laws of Switzerland
(together with RAM, "Purchaser").
WHEREAS, Bridge wishes to grant to Purchaser the right and
option to purchase from Bridge, subject to the terms and conditions set forth
herein, its equity interest in Savvis Communications Corporation, a Delaware
Corporation ("Savvis"); and
WHEREAS, Bridge and Purchaser entered into an asset purchase
agreement dated May 3, 2001 (as amended or otherwise modified from time to time,
the "APA") which was approved and authorized by Order of the Bankruptcy Court
dated May 5, 2001 and provides for the granting of the right and option
contained herein;
NOW, THEREFORE, in consideration of the foregoing, the parties
hereto agree as follows:
1. Option Grant. Bridge hereby grants to Purchaser
the right and option (the "Savvis Stock Option") to purchase the 45,483,702
shares of capital stock of Savvis held as of the date hereof, directly or
indirectly, by Bridge (the "Savvis Shares"), which Savvis Stock Option shall be
exercisable from time to time in whole or in part upon five (5) business days
notice to Bridge either before the consummation of the transactions contemplated
under the APA (the "Closing"), at the Closing or within ninety (90) days after
the Closing (provided that, if a filing under the Hart-Scott-Rodino Antitrust
Improvements Act of 1976 (the "HSR Act") is required for such exercise, a notice
of exercise may be made, subject to the making of all requisite filings under
the HSR Act (which may be made at the election of Purchaser, and in which Bridge
agrees to cooperate as contemplated in Section 7.8 of the APA) and the
expiration of the waiting period thereunder, and such notice will be deemed
timely if given prior to the expiration of the option period referred to above),
at a per share exercise price of the higher of (i) $2.50 (subject to adjustment
to reflect stock splits and similar changes in the capital structure of Savvis)
and (b) the volume weighted average trading price of the Savvis Shares during
the five (5) trading day period immediately preceding the date on which the
Purchaser gives notice of its exercise of the Savvis Stock Option, provided that
until such time as Purchaser otherwise first becomes an "interested stockholder"
as defined in Section 203 of the Delaware General Corporation Law ("DGCL"), the
exercise of the option shall be limited to such number of shares of stock of
Savvis as would not at the time result in the holder becoming such an
"interested stockholder" unless and until the Savvis Board shall have approved
such acquisition and, provided further, that until such time as the Savvis Stock
Option is exercised in full or Purchaser's right to exercise the Savvis Stock
Option expires, Purchaser shall enjoy the right to vote a number of the Savvis
Shares equal to the lesser of (x) the
Ex-2
number of Savvis Shares for which the option is exercisable from time to time
and (y) unless and until the waiting period has expired with respect to any
requisite filing under the HSR Act (which may be made at the election of
Purchaser, and in which Bridge agrees to cooperate as contemplated in Section
7.8 of the APA), such number of Savvis Shares which may be acquired by Purchaser
without the making of a filing under the HSR Act from time to time, on all
matters with respect to which such shares are entitled to vote under either the
DGCL or Savvis' certificate of incorporation or by-laws, and Bridge shall retain
the right to designate one (1) director to the Savvis Board. If Bridge or any of
its affiliates shall at any time seek to transfer any of the Savvis Shares, any
transferee thereof shall be required to take subject to the provisions hereof
and to execute an acknowledgment to such effect in form and substance
satisfactory to Purchaser.
2. Additional Matters and Further Assurances. Subject
to the terms and conditions of this Agreement, each of the parties agrees to use
all commercially reasonable efforts to take, or cause to be taken, all action
and to do, or cause to be done, all things necessary, proper, or advisable under
applicable laws and regulations to consummate and make effective the
transactions contemplated by this Agreement, including using all commercially
reasonable efforts to obtain all necessary waivers, consents, and approvals
required under this Agreement.
3. Notices. All notices, claims, demands, and other
communications hereunder shall be in writing and shall be deemed given upon (a)
confirmation of receipt of a facsimile transmission, (b) confirmed delivery by a
standard overnight carrier or when delivered by hand, or (c) the expiration of
five (5) business days after the day when mailed by registered or certified mail
(postage prepaid, return receipt requested), addressed to the respective parties
at the following addresses (or such other address for a party as shall be
specified by like notice):
If to Purchaser, to
Reuters America Inc.
The Reuters Building
3 Times Square
20th Floor
New York, New York 10036
Telecopy: (646) 223-4239
Attention: General Counsel
with a copy to
Weil, Gotshal & Manges LLP
767 Fifth Avenue
New York, NY 10153
Telecopy: (212) 310-8007
Attention: David Zeltner, Esq.
S. Wade Angus, Esq.
If to Bridge, to
Bridge Information Systems, Inc.
3 World Financial Center
New York, New York 10281
Telecopy: (212) 372-7148
Attention: Sankar Krishnan
Zachary Snow, Esq.
with copies to
Cleary, Gottlieb, Steen & Hamilton
1 Liberty Plaza
New York, NY 10006
Telecopy: (212) 225-3999
Attention: Thomas Moloney, Esq.
Filip Moerman, Esq.
and:
Bear Stearns & Co, Inc.
245 Park Avenue
New York, NY 10107
Telecopy: (212) 881-9686
Attention: Mr. Davies Beller
Mr. Paul Keblish
4. Publicity. The parties hereto shall consult with
each other and shall mutually agree (the agreement of each party not to be
unreasonably withheld or delayed) upon the content and timing of any press
release or other public statements with respect to the transactions contemplated
by this Agreement and shall not issue any such press release or other public
statement prior to such consultation and agreement, except as may be required by
applicable law or by obligations pursuant to any listing agreement with any
securities exchange or any stock exchange regulations as advised by counsel,
provided that to the extent practicable, each party shall give prior notice to
the other parties of the content and timing of any such press release or other
public prior to issuance.
5. Governing Law. Except as required by mandatory
provisions of the DGCL, this Agreement shall be governed by and construed in
accordance with the laws of the State of New York without regard to the rules of
conflict of laws of the State of New York or any other jurisdiction.
6. Amendment. This Agreement may not be amended
except by an instrument in writing signed on behalf of the parties hereto.
7. Counterparts; Effectiveness. This Agreement may be
executed in two or more counterparts, each of which shall be deemed to be an
original but all of which shall constitute one and the same agreement. This
Agreement shall be binding on the parties only upon execution and delivery by
the parties hereto.
8. Severability; Validity; Parties in Interest. If
any provision of this Agreement or the application thereof to any person or
circumstance is held invalid or unenforceable, the remainder of this Agreement,
and the application of such provision to other persons or circumstances, shall
not be affected thereby, and to such end, the provisions of this Agreement are
agreed to be severable. Nothing in this Agreement, express or implied, is
intended to confer upon any person not a party to this Agreement any rights or
remedies of any nature whatsoever under or by reason of this Agreement.
IN WITNESS WHEREOF, the parties have caused this Agreement to
be executed on their behalf by their officers thereunto duly authorized, as of
the date first above written.
BRIDGE INFORMATION SYSTEMS, INC.
By: /s/ Sankar Krishnan
-----------------------------------
Name: Sankar Krishnan
Title: Chief Restructuring Officer
REUTERS AMERICA INC.
REUTERS S.A.
By: /s/ Devin Wenig
-----------------------------------
Name: Devin Wenig
Title: President, Reuters
Information of Reuters America. and
Attorney-in-fact for Reuters S.A.
Exhibit 3
REUTERS GROUP PLC
Resolution of the Sealing Committee
of the Board of Directors constituted by resolution of the Board passed on 12
December 1997
RESOLVED that the Common Seal of the Company be affixed to a
Power of Attorney in favour of Stephen P. Lehman authorising him to file Forms
3, 4 and 5 under Section 16 of the Securities Exchange Act of 1934 (the "Act")
and Schedules 13D and 13G under Sections 13(d) and 13(g) of the Art, each
regarding Savvis Communications Corporation, a Delaware corporation, and
required to be filed by the Company with the Untied States Securities and
Exchange Commission.
DATED: 11th May, 2001
/s/ Philip Green /s/ Robert Rowley
-------------------------- ----------------------------
Director Director/Secretary
Ex-3
POWER OF ATTORNEY
THIS POWER OF ATTORNEY is given by REUTERS GROUP PLC (the
"Company"), whose registered office is 85 Fleet Street, London, EC4P 4AJ,
England WITNESSES as follows:
1. APPOINTMENT
The Company appoints STEPHEN P. LEHMAN, currently of Reuters
America Inc., 3 Times Square, 20th Floor, New York, New York, 10036 (referred to
as the "Attorney"), to be its Attorney with authority to do on its behalf the
acts and things specified in clause 2.
2. AUTHORITY
The Attorney has authority in the name and on behalf of the
Company and on such terms and conditions as may seem expedient to do the acts
and things specified below:
(a) file from time to time Forms 3, 4 and 5 under Section 16 of the
Securities Exchange Act of 1934 (the "Act") and Schedules 13D and 13G
under Sections 13(d) and 13(g) of the Act, each regarding Savvis
Communications Corporation, a Delaware corporation, and required to be
filed by the Company with the United States Securities and Exchange
Commission; and
(b) to do appropriate acts and things to give effect to or to further the
actions contemplated by or referred to in paragraph (a) above.
3. INDEMNITY
The Company agrees to ratify whatever the Attorney shall
lawfully do or cause to be done by virtue of this power of attorney and to
indemnify the Attorney against all expenses, losses and liabilities incurred by
the Attorney when acting in pursuance of this power of attorney, except such as
arise in consequence of his negligence, willful default or bad faith.
4. MISCELLANEOUS
This power of attorney shall:
(i) have effect from the date hereof which is (or is deemed to be)
the effective date of entry into force of it and the Company
agrees to ratify and confirm all and any acts and things
lawfully done by the Attorney on behalf of the Company as from
such effective date;
(ii) be binding and conclusive in favour of all third parties who
shall not have received notice of its revocation;
(iii) lapse automatically on the earlier of (a) the date on which
the Attorney ceases to be employed by the Company or any
direct or indirect subsidiary of it; (b) revocation by written
act of the Company; and (c) 31 December 2001;
(iv) not be changed orally; and
(v) be construed and interpreted according to the law of England
and Wales.
IN WITNESS WHEREOF, the Company has caused its Common Seal to be affixed this
11th day of May 2001.
The COMMON SEAL )
of REUTERS GROUP PLC )
was hereunto affixed )
in the presence of: )
/s/ Philip Green
- -------------------------------------------------
Director
/s/ Robert Rowley
- -------------------------------------------------
Director/Secretary
Exhibit 4
POWER OF ATTORNEY
THIS POWER OF ATTORNEY is given by REUTERS SA (the "Company"), whose registered
office is at 5 Rue de Jargonnant, 1211 Geneva 6, Switzerland WITNESSES as
follows:
1. APPOINTMENT
The Company appoints STEPHEN P. LEHMAN, currently of Reuters
America Inc., Three Times Square, New York, New York, 10036 (referred to as the
"Attorney"), to be its Attorney with authority to do on its behalf the acts and
things specified in clause 2.
2. AUTHORITY
The Attorney has authority in the name and on behalf of the
Company and on such terms and conditions as may seem expedient to do the acts
and things specified below:
(a) File form time to time Forms 3, 4 and 5 under Section 16 of the
Securities Exchange Act of 1934 (the "Act") and Schedules 13D and 13G
under Sections l3(d) and 13(g) of the Act, each regarding Savvis
Communications Corporation, a Delaware corporation, and required to be
filed by the Company with the United States Securities and Exchange
Commission; and
(b) to do appropriate acts and things to give effect to or to further the
actions contemplated by or referred to in paragraph (a) above.
3. INDEMNITY
The Company agrees to ratify whatever the Attorney shall
lawfully do or cause to be done by virtue of this power of attorney and to
indemnify the Attorney against all expenses, losses and liabilities incurred by
the Attorney when acting in pursuance of this power of attorney, except such as
arise in consequence of his negligence, wilful default or bad faith.
4. MISCELLANEOUS
This power of attorney shall:
(i) have effect from the date hereof which is (or is deemed to be)
the effective date of entry into force of it and the Company
agrees to ratify and confirm all and any acts and things
lawfully done by the Attorney on behalf of the Company as from
such effective date;
(ii) be binding and conclusive in favour of all third parties who
shall not have received notice of its revocation;
Ex-4
(iii) lapse automatically on the earlier of (a) the date on which
the Attorney ceases to be employed by Reuters Group; (b)
revocation by written act of the Company; and (c) 31 December
2001;
(iv) not be changed orally; and
(v) be construed and interpreted according to the laws of
Switzerland.
IN WITNESS WHEREOF the Company has duly executed this Power on the 10th day of
May 2001.
SIGNED by
/s/ Jean-Claude Marchand
- -------------------------
Jean-Claude Marchand
duly authorised for and on behalf of
REUTERS SA
