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1 UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 Bright Horizons Family Solutions, Inc. - -------------------------------------------------------------------------------- (Name of Issuer) Common Stock, $.01 par value per share - -------------------------------------------------------------------------------- (Title of Class of Securities) 109195107 --------------------------------------------- (CUSIP Number) June 30, 1999 - -------------------------------------------------------------------------------- (Date of Event Which Requires Filing of this Statement) Check the appropriate box to designate the rule pursuant to which this Schedule is filed: [X] Rule 13d-1(b) [ ] Rule 13d-1(c) [ ] Rule 13d-1(d) *The remainder of this cover page shall be filled out for a reporting person's initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter disclosure provided in a prior cover page. The information required on the remainder of this cover page shall not be deemed to be filed for the purpose of Section 18 of the Securities Exchange Act of 1934, as amended ("Act"), or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes). Page 1 of 11 pages 2 CUSIP NO. 109195107 - -------------------------------------------------------------------------------- 1. NAME OF REPORTING PERSONS S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON American International Group, Inc. I.R.S. Identification No. 13-2592361 - -------------------------------------------------------------------------------- 2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) [ ] (b) [ ] - -------------------------------------------------------------------------------- 3. SEC USE ONLY - -------------------------------------------------------------------------------- 4. CITIZENSHIP OR PLACE OF ORGANIZATION Incorporated under the laws of the State of Delaware - -------------------------------------------------------------------------------- 5. SOLE VOTING POWER NUMBER OF 0 SHARES -------------------------------------------------- BENEFICIALLY 6. SHARED VOTING POWER OWNED BY 1,720,880 EACH -------------------------------------------------- REPORTING 7. SOLE DISPOSITIVE POWER PERSON 0 WITH -------------------------------------------------- 8. SHARED DISPOSITIVE POWER 1,720,880 - -------------------------------------------------------------------------------- 9. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 1,720,880 - -------------------------------------------------------------------------------- 10. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES [ ] - -------------------------------------------------------------------------------- 11. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9) 14.55% - -------------------------------------------------------------------------------- 12. TYPE OF REPORTING PERSON HC Page 2 of 11 3 CUSIP NO. 109195107 - -------------------------------------------------------------------------------- 1. NAME OF REPORTING PERSONS S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON AIG Global Investment Group, Inc. I.R.S. Identification No. 13-3870953 - -------------------------------------------------------------------------------- 2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) [ ] (b) [ ] - -------------------------------------------------------------------------------- 3. SEC USE ONLY - -------------------------------------------------------------------------------- 4. CITIZENSHIP OR PLACE OF ORGANIZATION Incorporated under the laws of the State of Delaware - -------------------------------------------------------------------------------- 5. SOLE VOTING POWER NUMBER OF 0 SHARES -------------------------------------------------- BENEFICIALLY 6. SHARED VOTING POWER OWNED BY 1,720,880 EACH -------------------------------------------------- REPORTING 7. SOLE DISPOSITIVE POWER PERSON 0 WITH -------------------------------------------------- 8. SHARED DISPOSITIVE POWER 1,720,880 - -------------------------------------------------------------------------------- 9. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 1,720,880 - -------------------------------------------------------------------------------- 10. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES [ ] - -------------------------------------------------------------------------------- 11. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9) 14.55% - -------------------------------------------------------------------------------- 12. TYPE OF REPORTING PERSON HC Page 3 of 11 4 CUSIP NO. 109195107 - -------------------------------------------------------------------------------- 1. NAME OF REPORTING PERSONS S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON John McStay Investment Counsel, L.P. I.R.S. Identification No. 751910325 - -------------------------------------------------------------------------------- 2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) [ ] (b) [ ] - -------------------------------------------------------------------------------- 3. SEC USE ONLY - -------------------------------------------------------------------------------- 4. CITIZENSHIP OR PLACE OF ORGANIZATION Organized under the laws of the State of Texas - -------------------------------------------------------------------------------- 5. SOLE VOTING POWER NUMBER OF 0 SHARES -------------------------------------------------- BENEFICIALLY 6. SHARED VOTING POWER OWNED BY 1,720,880 EACH -------------------------------------------------- REPORTING 7. SOLE DISPOSITIVE POWER PERSON 0 WITH -------------------------------------------------- 8. SHARED DISPOSITIVE POWER 1,720,880 - -------------------------------------------------------------------------------- 9. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 1,720,880 - -------------------------------------------------------------------------------- 10. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES [ ] - -------------------------------------------------------------------------------- 11. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9) 14.55% - -------------------------------------------------------------------------------- 12. TYPE OF REPORTING PERSON IA Page 4 of 11 5 ITEM 1 (a). NAME OF ISSUER: Bright Horizons Family Solutions, Inc. ITEM 1 (b). ADDRESS OF ISSUER'S PRINCIPAL EXECUTIVE OFFICES: One Kendall Square Building 200, Suite 223 Cambridge, Massachusetts 02139 ITEM 2 (a). NAME OF PERSON(S) FILING: American International Group, Inc. AIG Global Investment Group, Inc. John McStay Investment Counsel, L.P. ITEM 2 (b). ADDRESS OF PRINCIPAL BUSINESS OFFICE(S): American International Group, Inc. 70 Pine Street New York, New York 10270 AIG Global Investment Group, Inc. 70 Pine Street New York, New York 10270 John McStay Investment Counsel, L.P. 5949 Sherry Lane Suite 1600 Dallas, Texas 75225 ITEM 2 (c). CITIZENSHIP: The information requested hereunder is set forth under Item 4 of the cover pages to this Schedule 13G. ITEM 2 (d). TITLE OF CLASS OF SECURITIES: Common Stock, $.01 par value per share ITEM 2 (e). CUSIP NUMBER: 109195107 Page 5 of 11 6 ITEM 3. TYPE OF PERSONS FILING: American International Group, Inc.: (g) Parent Holding Company or Control Person, in accordance with Rule 13d-1(b)(1)(ii)(G) promulgated under the Securities Exchange Act of 1934, as amended (the "Act") AIG Global Investment Group, Inc.: (g) Parent Holding company or Control Person, in accordance with Rule 13d-1(b)(1)(ii)(G) promulgated under the Act John McStay Investment Counsel, L.P.: (e) Investment Adviser, in accordance with Rule 13d-1 (b)(1)(ii)(E) promulgated under the Act. ITEM 4. OWNERSHIP. The information requested hereunder is set forth under Items 5 through 9 and Item 11 of the cover pages to this Schedule 13G. ITEM 5. OWNERSHIP OF FIVE PERCENT OR LESS OF CLASS. Not applicable. ITEM 6. OWNERSHIP OF MORE THAN FIVE PERCENT ON BEHALF OF ANOTHER PERSON. Not applicable. ITEM 7. IDENTIFICATION AND CLASSIFICATION OF THE SUBSIDIARY WHICH ACQUIRED THE SECURITY BEING REPORTED ON BY THE PARENT HOLDING COMPANY OR CONTROL PERSON. See Exhibit 1 attached hereto for the information requested hereunder with respect to the relevant subsidiary of American International Group, Inc. and AIG Global Investment Group, Inc. ITEM 8. IDENTIFICATION AND CLASSIFICATION OF MEMBERS OF THE GROUP. Not applicable. ITEM 9. NOTICE OF DISSOLUTION OF GROUP. Not applicable. Page 6 of 11 7 ITEM 10. CERTIFICATION. By signing below I certify that, to the best of my knowledge and belief, the securities referred to above were acquired and are held in the ordinary course of business and were not acquired and are not held for the purpose of or with the effect of changing or influencing the control of the issuer of such securities and were not acquired in connection with or as a participant in any transaction having that purpose or effect. SIGNATURE After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct. Date: August 11, 2000 AMERICAN INTERNATIONAL GROUP, INC. By /s/ Kathleen E. Shannon ------------------------------------ Name: Kathleen E. Shannon Title: Vice President and Secretary AIG GLOBAL INVESTMENT GROUP, INC. By: /s/ Win J. Neuger ------------------------------------ Name: Win J. Neuger Title: Chairman and Chief Executive Officer JOHN MCSTAY INVESTMENT COUNSEL, L.P. By /s/ Edward E. Matthews ------------------------------------ Name: Edward E. Matthews Title: Attorney-in-Fact Page 7 of 11 8 EXHIBIT INDEX Exhibit 1 Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on by the Parent Holding Company Exhibit 2 Agreement of Joint Filing Exhibit 3 Power of Attorney Page 8 of 11
1 Exhibit 1 IDENTIFICATION AND CLASSIFICATION OF THE SUBSIDIARY WHICH ACQUIRED THE SECURITY BEING REPORTED ON BY THE PARENT HOLDING COMPANY. American International Group, Inc. -- Subsidiary Information AIG Global Investment Group, Inc. Parent Holding Company or Control Person pursuant to Rule 13d-1(b)(1)(ii)(G) Category Symbol: HC John McStay Investment Counsel, L.P. Investment Adviser pursuant to Rule 13d-1(b)(1)(ii)(E) Category Symbol: IA Page 9 of 11
1 Exhibit 2 AGREEMENT OF JOINT FILING In accordance with Rule 13d-1(f), promulgated under the Securities Exchange Act of 1934, as amended, each of the undersigned hereby agrees to the joint filing on behalf of each of them of a Statement on Schedule 13G, and any amendments thereto, with respect to the Common Stock, $.01 par value per share, of Bright Horizons Family Solutions, Inc. and that this Agreement may be included as an Exhibit to such filing. Each of the undersigned parties represents and warrants to the other that the information contained in any amendment thereto about it will be, true, correct and complete in all material respects and in accordance with all applicable laws. Each of the undersigned parties agrees to inform the other of any changes in such information or of any additional information which would require any amendment to the Schedule 13G and to promptly file such amendment. Each of the undersigned parties agrees to indemnify the other for any losses, claims, liabilities or expenses (including reasonable legal fees and expenses) resulting from, or arising in connection with, the breach by such party of any representations, warranties or agreements in this Agreement. This Agreement may be executed in any number of counterparts, each of which shall be deemed to be an original and all of which together shall be deemed to constitute one and the same Agreement. IN WITNESS WHEREOF, each of the undersigned hereby executes this Agreement as of August 11, 2000. AMERICAN INTERNATIONAL GROUP, INC. By /s/ Kathleen E. Shannon ------------------------------------ Name: Kathleen E. Shannon Title: Vice President and Secretary AIG GLOBAL INVESTMENT GROUP, INC. By /s/ Win J. Neuger ------------------------------------ Name: Win J. Neuger Title: Chairman and Chief Executive Officer JOHN MCSTAY INVESTMENT COUNSEL, L.P. By /s/ Edward E. Matthews ------------------------------------ Name: Edward E. Matthews Title: Attorney-in-Fact Page 10 of 11
1 Exhibit 3 POWER OF ATTORNEY KNOW ALL MEN BY THESE PRESENTS, that John McStay Investment Counsel, L.P. (the "Company"), herein represented by the undersigneds, hereby constitutes and appoints each of Edward E. Matthews, Win J. Neuger, William N. Dooley and Kathleen E. Shannon, signing singly, the Company's true and lawful attorney-in-fact to: (1) execute for and on behalf of the Company, Schedules 13G filed in accordance with Section 13(d) of the Securities Exchange Act of 1934, as amended, and the rules promulgated thereunder; (2) do and perform any and all acts for and on behalf of the Company which may be necessary or desirable to complete and execute any such Schedules 13G and timely file such schedules with the United States Securities and Exchange Commission and any stock exchange or similar authority; and (3) take any other action of any type whatsoever in connection with the foregoing which, in the opinion of such attorney-in-fact, may be of benefit to, in the best interest of, or legally required by, the Company, it being understood that the documents executed by such attorney-in-fact on behalf of the Company pursuant to this Power of Attorney shall be in such form and shall contain such terms and conditions as such attorney-in-fact may approve in such attorney-in-fact's discretion. The Company hereby grants to each such attorney-in-fact full power and authority to do and perform any and every act and thing whatsoever requisite, necessary, or proper to be done in the exercise of any of the rights and powers herein granted, as fully to all intents and purposes as the Company might or could do if personally present, with full power of substitution or revocation, hereby ratifying and confirming all that such attorney-in-fact, or such attorney-in-fact's substitute or substitutes, shall lawfully do or cause to be done by virtue of this Power of Attorney and the rights and powers herein granted. This Power of Attorney shall remain in full force and effect until the Company is no longer required to file Schedules 13G unless earlier revoked by the Company in a signed writing delivered to the foregoing attorneys-in-fact. IN WITNESS WHEREOF, the Company has caused this Power of Attorney to be executed as of this 13th day of July, 2000. JOHN MCSTAY INVESTMENT COUNSEL, L.P. BY: /s/ Dan L. Hockenbrough ------------------------------------ Name: Dan L. Hockenbrough Title: Partner Page 11 of 11