SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
______________________
SCHEDULE 13E-3
(Rule 13e-100)
TRANSACTION STATEMENT UNDER SECTION 13(E) OF THE SECURITIES
EXCHANGE ACT OF 1934 AND RULE 13E-3 THEREUNDER
RULE 13E-3 TRANSACTION STATEMENT UNDER SECTION 13(E) OF THE
SECURITIES EXCHANGE ACT OF 1934
AMENDMENT NO. 2
______________________
RENAISSANCE WORLDWIDE, INC.
(Name of Issuer)
RENAISSANCE WORLDWIDE, INC.
REGISTRY HOLDING COMPANY, INC.
REDWOOD ACQUISITION CORP.
G. DREW CONWAY
DAVID MAXWELL CONWAY MINORS TRUST
CARLY DREW CONWAY MINORS TRUST
GEORGE ANDREW CONWAY MINORS TRUST
ALEXANDER G. NAUMAN MINORS TRUST
BENJAMIN A. NAUMAN MINORS TRUST
THE CONWAY FAMILY FOUNDATION, INC.
(Name of Person(s) Filing Statement)
______________________
Common Stock, No Par Value Per Share
(Title of Class of Securities)
______________________
75968A10
(CUSIP Number of Class of Securities)
______________________
G. DREW CONWAY
RENAISSANCE WORLDWIDE, INC.
52 SECOND AVENUE
WALTHAM, MA 02451
(781) 290-3000
(Name, Address and Telephone Numbers of Person Authorized to Receive Notices
and Communications on Behalf of Persons Filing Statement)
Copy of Communications To:
Julio E. Vega, Esq. Keith F. Higgins, Esq.
Bingham Dana LLP Ropes & Gray
150 Federal Street One International Place
Boston, MA 02110 Boston, MA 02110
(617) 951-8000 (617) 951-7000
-2-
This statement is filed in connection with (check the appropriate box):
a. [X] The filing of solicitation materials or an information statement
subject to Regulation 14A, Regulation 14C or Rule 13e-3(c) under the
Securities Exchange Act of 1934.
b. [_] The filing of a registration statement under the Securities Act
of 1933.
c. [_] A tender offer.
d. [_] None of the above.
Check the following box if the soliciting materials or information
statement referred to in checking box (a) are preliminary copies: [X]
Check the following box if the filing is a final amendment reporting the
results of the transaction: [_]
CALCULATION OF FILING FEE
- --------------------------------------------------------------------------------
Transaction valuation Amount of filing fee
$67,542,542 (*) $ 13,509
- --------------------------------------------------------------------------------
* For purposes of calculating the filing fee only. Pursuant to the Agreement
and Plan of Merger, dated as of June 21, 2001, by and among Renaissance
Worldwide, Inc., Registry Holding Company, Inc. and Redwood Acquisition
Corp., Redwood Acquisition Corp. will merge with and into Renaissance
Worldwide Inc., and each outstanding share of common stock of Renaissance
Worldwide, Inc., other than shares held by Registry Holding Company,
Redwood Acquisition and stockholders who are entitled to and have exercised
dissenters' rights, will be converted into the right to receive $1.65 in
cash. In addition, pursuant to the terms of the Agreement and Plan of
Merger, certain outstanding options to purchase common stock with a per
share exercise price less than $1.65 will be converted into the right to
receive, upon exercise, a cash payment equal to the product of (1) the
number of shares underlying such options and (2) the difference between
$1.65 and the per share exercise price of such options. Proposed maximum
aggregate value of transaction: $67,542,542 (*). The aggregate number of
securities to which transaction applies: (i) 40,851,995 shares of common
stock, which represents the number of shares outstanding as of July 9, 2001
less shares that will be owned by Registry Holding Company, Inc. and
Redwood Acquisition Corp. upon completion of the merger and (ii)
outstanding options to purchase an aggregate of 600,000 shares of common
stock, all with a per share exercise price less than $1.65, and a per share
weighted average exercise price of $1.42, which will be cashed out in
connection with the merger.
[X] Check the box if any part of the fee is offset as provided by Exchange
Act Rule 0-11(a) (2) and identify the filing with which the offsetting fee was
previously paid. Identify the previous filing by registration statement number,
or the Form or Schedule and the date of its filing.
Amount Previously Paid: $13,509
Form or Registration No.: Schedule 14A
Filing Party: Renaissance Worldwide, Inc.
-3-
Date Filed: July 12, 2001
-4-
INTRODUCTION
This Amendment No. 2 to the Rule 13e-3 Transaction Statement on Schedule
13E-3 (this "Schedule 13E-3") is being filed by Renaissance Worldwide, Inc., a
Massachusetts corporation ("Renaissance"), the issuer of the common stock, no
par value per share ("Common Stock"), which is the subject of the Rule 13e-3
transaction; Registry Holding Company, Inc., a Delaware corporation ("Registry
Holding Company"); Redwood Acquisition Corp., a Massachusetts corporation
("Redwood Acquisition"); G. Drew Conway; David Maxwell Conway Minors Trust;
Carly Andrew Conway Minors Trust; George Andrew Conway Minors Trust; Alexander
G. Nauman Minors Trust; Benjamin A. Nauman Minors Trust; and The Conway Family
Foundation, Inc. This Schedule 13E-3 relates to the Agreement and Plan of
Merger, dated as of June 21, 2001, by and among Renaissance, Registry Holding
Company and Redwood Acquisition (the "Merger Agreement").
Substantially concurrent with the filing of this Schedule 13E-3,
Renaissance is filing with the Securities and Exchange Commission a revised
preliminary proxy statement (the "Proxy Statement") under Regulation 14A of the
Securities Exchange Act of 1934, as amended (the "Exchange Act"), relating to
the special meeting of stockholders of Renaissance at which the stockholders of
Renaissance will consider and vote upon, among other things, a proposal to
approve the Merger Agreement and the merger of Redwood Acquisition with and into
Renaissance. As a result of such merger, the holders of shares of Common Stock
of Renaissance, other than Registry Holding Company, Redwood Acquisition and
stockholders who are entitled to and have exercised dissenters' rights, will be
entitled to receive $1.65 in cash for each share of Common Stock. Options to
purchase Common Stock will be treated as described more fully in the Proxy
Statement.
A copy of the Proxy Statement is attached hereto as Exhibit (a)(1) and a
copy of the Merger Agreement is attached as Annex A to the Proxy Statement. All
references in this Schedule 13E-3 to Items numbered 1001 through 1016 are
references to Items contained in Regulation M-A under the Exchange Act.
All information contained in this Schedule 13E-3 concerning Renaissance
has been supplied by Renaissance, and all information concerning Registry
Holding Company, Redwood Acquisition, G. Drew Conway, David Maxwell Conway
Minors Trust, Carly Drew Conway Minors Trust, George Andrew Conway Minors Trust,
Alexander G. Nauman Minors Trust, Benjamin A. Nauman Minors Trust, and The
Conway Family Foundation, Inc. has been provided by such entities or
individuals, or their respective representatives.
The information contained in the Proxy Statement, including all annexes
thereto, is hereby expressly incorporated by reference. Capitalized terms used
but not defined in this Schedule 13E-3 shall have the meanings given to them in
the Proxy Statement.
Item 1. Summary Term Sheet
Item 1001
Summary Term Sheet. The information contained in the section of the
Proxy Statement entitled "Summary" is incorporated herein by reference.
Item 2. Subject Company Information
Item 1002
(a) Name and Address. The information contained in the sections of
the Proxy Statement entitled "Questions and Answers About the
Merger and the Special Meeting - Whom should I call if I have
any questions?" and "Summary - The Parties" is incorporated
herein by reference.
-5-
(b) Securities. The information contained in the sections of the
Proxy Statement entitled "Questions and Answers About the Merger
and the Special Meeting - What vote is required to approve the
merger?", "Summary - Stockholder Vote Required to Approve the
Merger", "Summary - Stock Ownership of Management, Directors and
Other Affiliates", "Renaissance Worldwide, Inc. Special Meeting -
Only Renaissance Holders of Record Are Entitled to Vote" is
incorporated herein by reference.
(c) Trading Market and Price. The information contained in the
section of the Proxy Statement entitled "Comparative Per Share,
Market Price and Dividend Information" is incorporated herein by
reference.
(d) Dividends. The information contained in the sections of the Proxy
Statement entitled "Comparative Per Share, Market Price and
Dividend Information" and "The Merger Agreement - Principal
Covenants" is incorporated herein by reference.
(e) Prior Public Offerings. Not Applicable.
(f) Prior Stock Purchases. The information contained in the section
of the Proxy Statement entitled "Security Ownership of Certain
Beneficial Owners and Managers" is incorporated herein by
reference. In addition, G. Drew Conway purchased shares of Common
Stock as follows:
----------------------------------------------------------------------
Date Purchased Number of Shares Purchase Price Per Share
-------------- ---------------- ------------------------
----------------------------------------------------------------------
August 10, 1999 20,000 $5.75
----------------------------------------------------------------------
August 11, 1999 30,000 $5.98
----------------------------------------------------------------------
April 4, 2000 1,000 $5.00
----------------------------------------------------------------------
April 4, 2000 4,000 $5.00
----------------------------------------------------------------------
May 12, 2000 7,000 $2.56
----------------------------------------------------------------------
May 23, 2000 6,500 $2.06
----------------------------------------------------------------------
May 23, 2000 9,500 $2.13
----------------------------------------------------------------------
May 25, 2000 10,000 $1.81
----------------------------------------------------------------------
May 25, 2000 21,000 $1.88
----------------------------------------------------------------------
May 25, 2000 29,000 $1.97
----------------------------------------------------------------------
May 26, 2000 40,000 $1.97
----------------------------------------------------------------------
August 22, 2000 2,100 $1.84
----------------------------------------------------------------------
The average purchase price for shares of Common Stock for each
fiscal quarter of Renaissance is as follows:
----------------------------------------------------------------------
Quarter Average Price
------- -------------
----------------------------------------------------------------------
----------------------------------------------------------------------
Third Quarter 1999 $5.89
----------------------------------------------------------------------
Fourth Quarter 1999 Not Applicable.
----------------------------------------------------------------------
First Quarter 2000 Not Applicable.
----------------------------------------------------------------------
Second Quarter 2000 $2.11
----------------------------------------------------------------------
Third Quarter 2000 $1.84
----------------------------------------------------------------------
Fourth Quarter 2000 Not Applicable.
----------------------------------------------------------------------
First Quarter 2001 Not Applicable.
----------------------------------------------------------------------
Second Quarter 2001 Not Applicable.
----------------------------------------------------------------------
-6-
----------------------------------------------------------------------
Third Quarter 2001 Not Applicable.
----------------------------------------------------------------------
Item 3. Identity and Background of Filing Person
Item 1003
(a) Name and Address. The information contained in the sections of
the Proxy Statement entitled "Summary - The Parties", "Special
Factors - Identity and Background of the MBO Group, Registry
Holding Company and Redwood Acquisition", "Security Ownership of
Certain Beneficial Owners and Managers" and "Board of Directors
and Executive Officers" is incorporated herein by reference.
(b) Business and Background of Entities. The information contained in
the sections of the Proxy Statement entitled "Summary - The
Parties", "Special Factors - Identity and Background of the MBO
Group, Registry Holding Company and Redwood Acquisition" and
"Security Ownership of Certain Beneficial Owners and Managers" is
incorporated herein by reference.
(c)(1)-(5) Business and Background of Natural Persons. The information
contained in the sections of the Proxy Statement entitled
"Special Factors - Identity and Background of the MBO Group,
Registry Holding Company and Redwood Acquisition", "Security
Ownership of Certain Beneficial Owners and Managers" and "Board
of Directors and Executive Officers" is incorporated herein by
reference.
Item 4. Terms of Transaction
Item 1004
(a)(1) Tender Offers. Not Applicable.
(a)(2) Mergers or Similar Transactions. The information contained in the
sections of the Proxy Statement entitled "Summary Term Sheet",
"Questions and Answers About the Merger and the Special Meeting",
"Summary", "Renaissance Worldwide, Inc. Special Meeting", "The
Merger Agreement - Merger Consideration", "Special Factors -
Background of the Merger", "Special Factors - Opinion of
Financial Advisor", "Special Factors - Renaissance's Purpose and
Reasons For the Merger", "Special Factors - The MBO Group's
Purpose and Reasons For the Merger", "Special Factors - Plans for
Renaissance After the Merger", "Special Factors - Material
Federal Income Tax Consequences", "Interests of Certain Persons
in the Merger" and "The Merger Agreement - Accounting Treatment"
is incorporated herein by reference.
(c) Different Terms. The information contained in the sections of the
Proxy Statement entitled "Questions and Answers About the Merger
and the Special Meeting", "Summary - The Merger Agreement",
"Summary - Board of Directors' Recommendations to Stockholders"
"Summary - How Will
-7-
Options Be Treated", "Renaissance Worldwide, Inc. Special
Meeting - Vote Required to Adopt the Merger Agreement",
"Special Factors - Renaissance's Purpose and Reasons for the
Merger", "Interests of Certain Persons in the Merger" "The
Merger Agreement - Merger Consideration", "The Merger
Agreement - Option Awards", "The Merger Agreement - Principal
Covenants", "Security Ownership of Certain Beneficial Owners
and Managers" and "Dissenters' Rights" is incorporated herein
by reference.
(d) Appraisal Rights. The information contained in the sections of
the Proxy Statement entitled "Questions and Answers About the
Merger and the Special Meeting - Are Renaissance stockholders
entitled to dissenters' or appraisal rights?", "Summary -
Dissenters' Rights", "Renaissance Worldwide, Inc. Special
Meeting - Dissenting Holders", "Special Factors - Material
Federal Income Tax Consequences", "Dissenters' Rights" and in
Annex C to the Proxy Statement, Sections 85 through 98,
inclusive, of Chapter 156B of the General Laws of
Massachusetts, is incorporated herein by reference.
(e) Provisions for Unaffiliated Security Holders. Renaissance and
Registry Holding Company have made no provisions in connection
with this transaction to grant unaffiliated security holders
access to the corporate files of either Renaissance or Registry
Holding Company or to obtain counsel or appraisal services at
the expense of Renaissance and/or Registry Holding Company.
(f) Eligibility for Listing or Trading. Not Applicable.
Item 5. Past Contacts, Transactions, Negotiations and Agreements
Item 1005
(a)(1),(2) Transactions. The information contained in the sections of
the Proxy Statement entitled "Interests of Certain Persons
in the Merger" and "The Merger Agreement", is incorporated
herein by reference. In April 2000, G. Drew Conway
executed a promissory note in favor of Renaissance,
representing amounts owed to Renaissance in connection with
loans made during 2000 for tax purposes. The principal
amount of the note, all of which is currently outstanding,
is $1,860,000 and the interest rate is 6%.
(b),(c) Significant Corporate Events, Negotiations or Contacts. The
information contained in the sections of the Proxy
Statement entitled "Special Factors - Background of the
Merger", "Special Factors - Renaissance's Purpose and
Reasons For the Merger", "Special Factors - The MBO Group's
Purpose and Reasons For the Merger", "Interests of Certain
Persons in the Merger" and "The Merger Agreement" is
incorporated herein by reference. In addition, G. Drew
Conway, the Chairman of the Board and Chief Executive
Officer of Renaissance, entered into a Support Agreement
and Guarantee ("Support Agreement"), dated as of June 21,
2000, by and between Renaissance Worldwide, Inc. and G.
Drew Conway, pursuant to which G. Drew Conway agrees to,
among other things, 1) vote the shares of common stock held
by him, in favor of the merger and 2) guarantee the
obligations of Registry Holding Company and Redwood
Acquisition under the Merger Agreement.
-8-
(e) Agreements Involving Renaissance's Securities. The information
contained in the sections of the Proxy Statement entitled
"Summary - The Merger Agreement", "Summary - Board of Directors'
Recommendation to Stockholders", "Summary - How Will Options Be
Treated", "Interests Of Certain Persons In The Merger", "The Merger
Agreement - Option Awards" and "Security Ownership of Certain
Beneficial Owners and Managers" is incorporated herein by
reference. In addition, G. Drew Conway entered into the Support
Agreement, as described above.
Item 6. Purposes of the Transaction and Plans or Proposals
Item 1006
(b) Use of Securities Acquired. The information contained in the
sections of the Proxy Statement entitled "Summary - The Merger
Agreement", "Special Factors - Certain Effects of the Merger", "The
Merger Agreement - Merger Consideration", "Certain Transactions -
Option Awards" and "Security Ownership of Certain Beneficial Owners
and Managers" is incorporated herein by reference.
(c)(1)-(8) Plans. The information contained in the sections of the Proxy
Statement entitled "Questions and Answers About the Merger and the
Special Meeting", "Summary", "Special Factors - Background of the
Merger", "Special Factors - Certain Effects of the Merger",
"Special Factors - Plans for Renaissance After the Merger",
"Special Factors - Conduct of the Business of Renaissance if the
Merger is Not Completed", "The Merger Agreement" and "Comparative
Per Share, Market Price and Dividend Information" is incorporated
herein by reference. In addition, as a result of the merger, G.
Drew Conway will become the sole director of Renaissance.
Item 7. Purposes, Alternatives, Reasons and Effects
Item 1013
(a)-(c) Purposes; Alternatives; Reasons. The information contained in the
sections of the Proxy Statement entitled "Questions and Answers
About the Merger and the Special Meeting", "Special Factors -
Background of the Merger", "Special Factors - Renaissance's Purpose
and Reasons for the Merger", "Special Factors - Position of
Renaissance as to Fairness of the Merger", "Special Factors -
Opinion of Financial Advisor", "Special Factors - The MBO Group's
Purpose and Reasons For the Merger", "Special Factors - Position of
the MBO Group as to Fairness of the Merger", "Special Factors -
Plans for Renaissance After the Merger", "Special Factors - Certain
Effects of the Merger" and "Special Factors - Conduct of the
Business of Renaissance if the Agreement of Merger is Not
Completed", is incorporated herein by reference.
(d) Effects. The information contained in the sections of the Proxy
Statement entitled "Questions and Answers About the Merger and the
Special Meeting", "Summary - Going Private Transaction", "Summary -
How Will Options be Treated", "Summary - Tax Consequences",
"Special Factors - Opinion of Financial Advisor", "Special
Factors - Certain Effects of the Merger", "Special Factors -
Material Federal Income Tax Consequences", "Special Factors -
Regulatory Matters", "Special Factors - Position of the MBO Group
as to Fairness of the Merger" and "The Merger Agreement" is
incorporated herein by reference.
-9-
Item 8. Fairness of the Transaction
Item 1014
(a),(b) Fairness; Factors Considered in Determining Fairness. The
information contained in the sections of the Proxy Statement
entitled "Questions and Answers About the Merger and the Special
Meeting - Why are the special committee and the board of
directors recommending that I vote in favor of the merger?",
"Special Factors - Background of the Merger", "Special Factors -
Renaissance's Purpose and Reasons for the Merger", "Special
Factors - Position of Renaissance as to Fairness of the Merger",
"Special Factors - The MBO Group's Purpose and Reasons for the
Merger", "Special Factors - Opinion of Financial Advisor"
"Special Factors - Position of the MBO Group as to Fairness of
the Merger" and "Interests of Certain Persons in the Merger" is
incorporated herein by reference.
(c) Approval of Security Holders. The information contained in the
sections of the Proxy Statement entitled "Questions and Answers
About the Merger and the Special Meeting", "Summary -
Stockholder Vote Required to Approve the Merger" and
"Renaissance Worldwide, Inc. Special Meeting - Vote Required to
Approve the Merger Agreement" is incorporated herein by
reference.
(d) Unaffiliated Representative. The information contained in the
sections of the Proxy Statement entitled "Questions and Answers
About the Merger and the Special Meeting", "Summary - Opinion of
Financial Advisor", "Special Factors - Background of the Merger"
and "Special Factors - Opinion of Financial Advisor" is
incorporated herein by reference.
(e) Approval of Directors. The information contained in the sections
of the Proxy Statement entitled "Questions and Answers About the
Merger and the Special Meeting - Why are the special committee
and the board of directors recommending that I vote in favor of
the merger?", "Summary - Board of Directors' Recommendations to
Stockholders" and "Special Factors - Background of the Merger"
is incorporated herein by reference.
(f) Other Offers. The information contained in the section of the
Proxy Statement entitled "Special Factors - Background of the
Merger" is incorporated herein by reference.
Item 9. Reports, Opinions, Appraisals and Negotiations
Item 1015
(a)-(c) The information contained in the sections of the Proxy Statement
entitled "Questions and Answers About the Merger and the Special
Meeting - What was the opinion of Renaissance's financial
advisor?", "Summary - Renaissance's Purpose and Reasons for the
Merger", "Summary - Opinion of Financial Advisor", "Special
Factors - Opinion of Financial Advisor" and in Annex B to the
Proxy Statement is incorporated herein by reference.
Item 10. Source and Amounts of Funds or Other Consideration
Item 1007
-10-
(a),(b) Source of Funds; Conditions. The information contained in the
sections of the Proxy Statement entitled "Summary - Conditions
to the Merger", "Special Factors - Background of the Merger",
"Special Factors - Amount and Source of Funds and Financing of
the Merger", "The Merger Agreement - Representations and
Warranties", "The Merger Agreement - Principal Conditions to
the Completion of the Merger" is incorporated herein by
reference.
(c) Expenses. The information contained in the sections of the
Proxy Statement entitled "Special Factors - Amount and
Source of Funds and Financing of the Merger" and "Expenses" is
incorporated herein by reference.
(d) (1)-(2) Borrowed Funds. The information contained in the section of
the Proxy Statement entitled "Summary - Conditions to the
Merger", "Special Factors - Background of the Merger",
"Special Factors - Renaissance's Purpose and Reasons for the
Merger", "Special Factors - Amount and Source of Funds and
Financing of the Merger" is incorporated herein by reference.
Item 11. Interest in Securities of the Subject Company
Item 1008
(a) Securities Ownership. The information contained in the
sections of the Proxy Statement entitled "Summary - Stock
Ownership of Management, Directors and Other Affiliates",
"Interest of Certain Persons in the Merger" and "Security
Ownership of Certain Beneficial Owners and Managers" is
incorporated herein by reference.
(b) Securities Transactions. Not Applicable.
Item 12. The Solicitation or Recommendation
Item 1012
(d) Intent to Tender or Vote in a Going-Private Transaction. The
information contained in the sections of the Proxy Statement
entitled "Questions and Answers about the Merger and the
Special Meeting - What vote is required to approve the
merger?", "Summary - Special Committee's Recommendation to
Stockholders", "Summary - Stockholder vote Required to Approve
the Merger", "Summary - Stock Ownership of Management,
Directors and Other Affiliates" and "Renaissance Worldwide,
Inc. Special Meeting - Vote Required to Approve the Merger
Agreement" is incorporated herein by reference. Upon
information and belief, all directors and executive officers
of Renaissance intend to vote in favor of the merger.
(e) Recommendations of Others. The information contained in the
sections of the Proxy Statement entitled "Summary - Stock
Ownership of Management, Directors and Other Affiliates",
"Renaissance's Purpose and Reasons for the Merger"
"Renaissance Worldwide, Inc. Special Meeting - Vote Required
to Approve the Merger Agreement" and "Special Factors -
Background of the Merger" is incorporated herein by reference.
Item 13. Financial Statements
Item 1010
-11-
(a) Financial Information. The information contained in the section
of the Proxy Statement entitled "Where You Can Find More
Information". This Schedule 13E-3 incorporates by reference the
documents described below that Renaissance previously filed
with the Securities and Exchange Commission.
------------------------------------------------------------------------------------------------
Renaissance Filings
File No. (0-28192) Period Section
------------------------------------------------------------------------------------------------
Annual Report on Fiscal year ended December 30, page 8, Item 6 entitled "Selected
Form 10-K 2000, as filed on March 16, 2001 Consolidated Financial Data"
------------------------------------------------------------------------------------------------
Quarterly Report Quarter ended March 31, 2001, pages 3-6, Item 1 entitled
on Form 10-Q as filed on May 2, 2001 "Financial Statements"
------------------------------------------------------------------------------------------------
Quarterly Report Quarter ended June 30, 2001, pages 3-6, Item 1 entitled
on Form 10-Q as filed on August 7, 2001 "Financial Statements"
------------------------------------------------------------------------------------------------
The book value per share of Renaissance's Common Stock as of
June 30, 2001 was $3.02.
(b) Pro Forma Information. Not Applicable.
Item 14. Persons/Assets, Retained, Employed, Compensated or Used
Item 1009
(a),(b) Solicitations or Recommendations; Employees and Corporate
Assets. The information contained in the section of the Proxy
Statement entitled "Renaissance Worldwide, Inc. Special
Meeting - Costs of Soliciting these Proxies" is incorporated
herein by reference.
Item 15. Additional Information
Item 1011
(b) Other Material Information. The information contained in the
Proxy Statement, including all appendices thereto, is
incorporated herein by reference.
Item 16. Exhibits
Item 1016.
(a)(1) Revised Preliminary Proxy Statement filed with the Securities
and Exchange Commission on August 28, 2001 (the "Proxy
Statement").
(a)(2) Form of Proxy Card filed with the Securities and Exchange
Commission along with the Proxy Statement. (1)
(a)(3) Press Release of Renaissance Worldwide, Inc. issued on June 21,
2001. (2)
(b)(1) Commitment Letter, dated June 15, 2001, by and among J.P.
Morgan Business Credit Corp., The Chase Manhattan Bank and G.
Drew Conway.
(c)(1) Opinion of Adams, Harkness & Hill, dated June 21, 2001,
attached as Annex B to the Proxy Statement. (1)
(c)(2) Materials presented to the special committee and the board in
connection with the Opinion of Adams, Harkness & Hill, dated
June 21, 2001.
(d)(1) Agreement and Plan of Merger, dated as of June 21, 2001, by and
among Renaissance Worldwide, Inc., Registry Holding Company,
Inc. and Redwood Acquisition Corp., attached as Annex A to the
Proxy Statement. (1)
(d)(2) Support Agreement and Guarantee, dated as of June 21, 2000, by
and between Renaissance Worldwide, Inc. and G. Drew Conway. (2)
-12-
(f) Sections 85 through 98, inclusive, of Chapter 156B of the General Laws
of Massachusetts, attached as Annex C to the Proxy Statement. (1)
_____________________________
(1) Incorporated by reference to the Proxy Statement.
(2) Incorporated by reference to the Current Report on Form 8-K of Renaissance
Worldwide, Inc., as filed with the Securities and Exchange Commission on
June 22, 2001.
-13-
SIGNATURES
After due inquiry and to the best of my knowledge and belief, I certify
that the information set forth in this statement is true, complete and correct.
RENAISSANCE WORLDWIDE, INC.
By: /s/ G. Drew Conway
---------------------------------
Name: G. Drew Conway
Title: President
REGISTRY HOLDING COMPANY
By: /s/ G. Drew Conway
---------------------------------
Name: G. Drew Conway
Title: President
REDWOOD ACQUISITION CORP.
By: /s/ G. Drew Conway
---------------------------------
Name: G. Drew Conway
Title: President
/s/ G. Drew Conway
---------------------------------
G. Drew Conway
DAVID MAXWELL CONWAY MINORS TRUST
By: /s/ Kimberly Gunn Conway
---------------------------------
Name: Kimberly Gunn Conway
Title: Trustee
CARLY DREW CONWAY MINORS TRUST
By: /s/ Kimberly Gunn Conway
---------------------------------
Name: Kimberly Gunn Conway
Title: Trustee
GEORGE ANDREW CONWAY MINORS TRUST
By: /s/ Kimberly Gunn Conway
---------------------------------
Name: Kimberly Gunn Conway
Title: Trustee
ALEXANDER G. NAUMAN MINORS TRUST
By: /s/ Kimberly Gunn Conway
---------------------------------
Name: Kimberly Gunn Conway
Title: Trustee
BENJAMIN A. NAUMAN MINORS TRUST
By: /s/ Kimberly Gunn Conway
---------------------------------
Name: Kimberly Gunn Conway
Title: Trustee
THE CONWAY FAMILY FOUNDATION, INC.
By: /s/ Kimberly Gunn Conway
---------------------------------
Name: Kimberly Gunn Conway
Title: Trustee
Date: August 29, 2001
-14-
EXHIBIT INDEX
(a)(1) Revised Preliminary Proxy Statement filed with the Securities and
Exchange Commission on August 28, 2001 (the "Proxy Statement").
(a)(2) Form of Proxy Card filed with the Securities and Exchange
Commission along with the Proxy Statement. (1)
(a)(3) Press Release of Renaissance Worldwide, Inc. issued on June 21,
2001. (2)
(b)(1) Commitment Letter, dated June 15, 2001, by and among J.P. Morgan
Business Credit Corp., The Chase Manhattan Bank and G. Drew
Conway.
(c)(1) Opinion of Adams, Harkness & Hill, dated June 21, 2001, attached
as Annex B to the Proxy Statement. (1)
(c)(2) Materials presented to the special committee and the board in
connection with the Opinion of Adams, Harkness & Hill, dated June
21, 2001.
(d)(1) Agreement and Plan of Merger, dated as of June 21, 2001, by and
among Renaissance Worldwide, Inc., Registry Holding Company, Inc.
and Redwood Acquisition Corp., attached as Annex A to the Proxy
Statement. (1)
(d)(2) Support Agreement and Guarantee, dated as of June 21, 2000, by
and between Renaissance Worldwide, Inc. and G. Drew Conway. (2)
(f) Sections 85 through 98, inclusive, of Chapter 156B of the General
Laws of Massachusetts, attached as Annex C to the Proxy
Statement. (1)
-----------------------------------
(1) Incorporated by reference to the Proxy Statement.
(2) Incorporated by reference to the Current Report on Form 8-K of
Renaissance Worldwide, Inc., as filed with the Securities
and Exchange Commission on June 22, 2001.