FORM 4

 o Check this box if no longer subject to Section 16.  Form 4 or Form 5 obligations may continue.
See Instruction 1(b).

(Print or Type Responses)

UNITED STATES SECURITIES AND EXCHANGE COMMISSION

Washington, D.C.  20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934, Section
17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the
Investment Company Act of 1940

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 1. Name and Address of Reporting Person *

(Last)            (First)              (Middle)

c/o Thomas H. Lee Partners, L.P.

(Street)

(City)       (State)          (Zip)

 2. Issuer Name and Ticker
    or Trading Symbol

 3. I.R.S. Identification
    Number of Reporting
    Person, if an entity
    (voluntary)

 4. Statement for
 Month/Day/Year

4/8/03

 5. If Amendment, Date of
   Original (Month/Day/Year)

 6. Relationship of Reporting Person(s) to Issuer

(Check all applicable)

 X  Director

      Officer (give title below)

      10% Owner

      Other (specify below)

 7. Individual or Joint/Group
     Filing (Check Applicable Line)

 X  Form filed by One Reporting Person

      Form filed by More than One Reporting Person

1. Title of Security
(Instr. 3)

2. Transaction Date (Month/Day/
Year)

2A. Deemed Execution Date, if any (Month/Day/
Year)

3. Transaction Code
(Instr. 8)

4. Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4 and 5)

5. Amount of Securities Beneficially Owned Following Reported Transaction(s)
(Instr. 3 and 4)

6. Ownership Form: Direct (D) or Indirect (I)
(Instr. 4)

7. Nature of Indirect Beneficial Ownership
(Instr. 4)

Code

V

Amount

(A) or (D)

Price

Common Stock, par value $.01 per share

4/8/03

J (1)

5,977,006

D

- 0 -

I

See Note (1)

Common Stock, par value $.01 per share

4/8/03

J (1)

563

A (2)

12,769

D

Table II — Derivative Securities Acquired, Disposed of, or Beneficially Owned
(e.g., puts, calls, warrants, options, convertible securities)

1. Title of Derivative Security (Instr. 3)

2. Conversion or Exercise Price of Derivative Security

3. Transaction Date
(Month/Day/
Year)

3A. Deemed Execution Date, if any (Month/Day/
Year)

4. Transaction Code (Instr. 8)

5. Number of Derivative Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4 and 5)

6. Date Exercisable and Expiration Date
(Month/Day/Year)

7. Title and Amount of Underlying Securities
(Instr. 3 and 4)

8. Price of Derivative Security
(Instr. 5)

9. Number of Derivative Securities Beneficially Owned Following Reported Transaction(s)
(Instr. 4)

10. Ownership Form of Derivative Securities: Direct (D) or Indirect (I)
(Instr. 4)

11. Nature of Indirect Beneficial Ownership
(Instr. 4)

Code

V

(A)

(D)

Date
Exercisable

Expiration
Date

Title

Amount or Number of Shares

Explanation of Responses:

(1)   Represents shares of the issuer held directly by Thomas H. Lee Equity Fund III, L.P. (“Equity Fund III”), THL FSI Equity Investors, L.P. (“FSI”) and Thomas H. Lee Foreign Fund III, L.P. (“Foreign Fund III”), which the reporting person may be deemed to beneficially own.  On April 8, 2003 Equity Fund III, Foreign Fund III, FSI, and Equity Advisors III issued a pro rata distribution of common stock of the Issuer to their respective general and limited partners.  The reporting person disclaims beneficial ownership of such shares, and this report shall not be deemed an admission that the reporting person is the beneficial owner of the securities for the purpose of Section 16 or for any other purpose, except to the extent of its pecuniary interest therein.

(2)   Represents shares distributed to the reporting person in connection with the distribution described in footnote (1) above.

** Signature of Reporting Person

Date