-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, O/edy7DMJU4/UKigeqQN1MJPrlQqAWqrEVeAAK9o7ZC6/2hsx2/BgPVazxLvH4yI DXH5lU11CaSsbuieBh7Qag== 0000950103-04-001692.txt : 20041124 0000950103-04-001692.hdr.sgml : 20041124 20041124170403 ACCESSION NUMBER: 0000950103-04-001692 CONFORMED SUBMISSION TYPE: SC 13D/A PUBLIC DOCUMENT COUNT: 2 FILED AS OF DATE: 20041124 DATE AS OF CHANGE: 20041124 GROUP MEMBERS: MORGAN STANLEY & CO. INCORPORATED SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: IMPSAT FIBER NETWORKS INC CENTRAL INDEX KEY: 0001022329 STANDARD INDUSTRIAL CLASSIFICATION: COMMUNICATION SERVICES, NEC [4899] IRS NUMBER: 521910372 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D/A SEC ACT: 1934 Act SEC FILE NUMBER: 005-60701 FILM NUMBER: 041167883 BUSINESS ADDRESS: STREET 1: ELVIRA RAWSON DE DELLEPIANE 150 STREET 2: PISO 8 CITY: BUENOS AIRES STATE: C1 ZIP: C1107BCA BUSINESS PHONE: 54115170000 MAIL ADDRESS: STREET 1: ELVIRA RAWSON DE DELLEPIANE 150 STREET 2: PISO 8 CITY: BUENOS AIRES STATE: C1 ZIP: C1107BCA FORMER COMPANY: FORMER CONFORMED NAME: IMPSAT CORP DATE OF NAME CHANGE: 19960905 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: MORGAN STANLEY CENTRAL INDEX KEY: 0000895421 STANDARD INDUSTRIAL CLASSIFICATION: FINANCE SERVICES [6199] IRS NUMBER: 363145972 STATE OF INCORPORATION: DE FISCAL YEAR END: 1130 FILING VALUES: FORM TYPE: SC 13D/A BUSINESS ADDRESS: STREET 1: 1585 BROADWAY CITY: NEW YORK STATE: NY ZIP: 10036 BUSINESS PHONE: 2127614000 MAIL ADDRESS: STREET 1: 1221 SIXTH AVENUE STREET 2: 5TH FLOOR CITY: NEW YORK STATE: NY ZIP: 10020 FORMER COMPANY: FORMER CONFORMED NAME: MORGAN STANLEY DEAN WITTER & CO DATE OF NAME CHANGE: 19980326 FORMER COMPANY: FORMER CONFORMED NAME: DEAN WITTER DISCOVER & CO DATE OF NAME CHANGE: 19960315 SC 13D/A 1 nov2404_13da4.htm SC 13D/A

SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549


SCHEDULE 13D
(Rule 13d-101)

INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT TO RULE
13d-1(a) AND AMENDMENTS THERETO FILED PURSUANT TO RULE 13d-2(a)

(Amendment No. 5)

IMPSAT Fiber Networks, Inc.

(Name of Issuer)
 
Common Stock, Par Value $0.01 per Share

(Title of Class of Securities)
 
45321T202

(CUSIP Number)
 

James Panella
Morgan Stanley
1585 Broadway
NY, NY 10036
Tel: (212) 762-6942


(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)
 
November 18, 2004

(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 . o

     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.








CUSIP No. 45321T202 13D Page 2 of 5 Pages

1 NAME OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)

Morgan Stanley
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a) 
(b) 
3 SEC USE ONLY

4 SOURCE OF FUNDS*

WC
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e)
6 CITIZENSHIP OR PLACE OF ORGANIZATION

Delaware
NUMBER OF SHARES
BENEFICIALLY OWNED BY
EACH REPORTING PERSON
WITH
7 SOLE VOTING POWER

-0-
8 SHARED VOTING POWER

3,168,556
9 SOLE DISPOSITIVE POWER

-0-
10 SHARED DISPOSITIVE POWER

3,168,556
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

3,168,556 – 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)

29.8% – See Item 5
14 TYPE OF REPORTING PERSON*

CO

*SEE INSTRUCTIONS BEFORE FILLING OUT!






CUSIP No. 45321T202 13D Page 3 of 5 Pages

1 NAME OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)

Morgan Stanley & Co. Incorporated
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a) 
(b) 
3 SEC USE ONLY

4 SOURCE OF FUNDS*

WC
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e)
6 CITIZENSHIP OR PLACE OF ORGANIZATION

Delaware
NUMBER OF SHARES
BENEFICIALLY OWNED BY
EACH REPORTING PERSON
WITH
7 SOLE VOTING POWER

-0-
8 SHARED VOTING POWER

3,168,556
9 SOLE DISPOSITIVE POWER

-0-
10 SHARED DISPOSITIVE POWER

3,168,556
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

3,168,556– 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)

29.8% – See Item 5
14 TYPE OF REPORTING PERSON*

CO

*SEE INSTRUCTIONS BEFORE FILLING OUT!






AMENDMENT NO. 5 TO SCHEDULE 13D

     This Amendment No. 5 amends the Report on Schedule 13D, originally filed on April 3, 2003, as amended by Amendment No. 1 of Schedule 13D, filed on November 3, 2003, Amendment No. 2 of Schedule 13D, filed on January 14, 2004, Amendment No. 3, filed on March 30, 2004 and Amendment No. 4, filed on November 22, 2004 (collectively, the "Schedule 13D"). Unless indicated otherwise, all items left blank remain unchanged and any items which are reported are deemed to amend and supplement the existing items in the Schedule 13D. Capitalized terms used without definitions in this Amendment No. 5 shall have the respective meanings ascribed to them in the Schedule 13D.

Item 1. Security and Issuer.

Item 2. Identity and Background.

Item 3. Source and Amount of Funds or Other Consideration.

     The response set forth in Item 3 of the Schedule 13D is hereby amended and supplemented by the following information for the sake of clarifying the response:

     On Amendment No. 4 to this Schedule 13D, MS&Co. reported that, on September 30, 2004, the Company issued 60,000 options at an exercise price of $6.17 to MS&Co. for $0 and, on November 19, 2004, the Company issued 20,000 options at an exercise price of $15.00 to MS&Co. for $0. Two employees of MS&Co. currently serve as directors of the Company. This Amendment No. 5 is made to clarify that both such issuances were in respect of service as directors for 2003 and 2004 and that option grants in the same amounts per director were made to all other directors of the Company with respect to their service for such years.

Item 4. Purpose of Transaction.

Item 5. Interest in Securities of the Issuer.

Item 6. Contracts, Arrangements, Understandings or Relationships With Respect to Securities of the Issuer.

Item 7. Material to be Filed as Exhibits.

      Exhibit 1: Joint Filing Agreement

Page 4 of 5






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: November 24, 2004

Morgan Stanley
     
By:   /s/ Robert G. Koppenol
 
  Name: Robert G. Koppenol
  Title: Authorized Signatory
     
Morgan Stanley & Co. Incorporated
     
By:   /s/ Robert G. Koppenol
 
  Name: Robert G. Koppenol
  Title: Authorized Signatory

 

Page 5 of 5





SCHEDULE A

EXECUTIVE OFFICERS AND DIRECTORS
OF
MORGAN STANLEY

      The names of the Directors and the names and titles of the Executive Officers of Morgan Stanley (“MS”) and their principal occupations are set forth below. The business address of each of the Directors or Executive Officers is that of MS at 1585 Broadway, New York, New York 10036. Unless otherwise indicated, each occupation set forth opposite an individual's name refers to MS and each individual is a United States citizen.

Name Title
   
*Philip J. Purcell Chairman of the Board and Chief Executive Officer
   
*Sir Howard Davies1 The Director, London School of Economics and Political Science
   
*John E. Jacob Executive Vice President - Global Communications of Anheuser- Busch Companies, Inc.
   
*C. Robert Kidder Principal of Stonehenge Partners, Inc.
   
*Charles F. Knight Chairman Emeritus of Emerson Electric Co.
   
*John W. Madigan Retired; former Chairman and CEO of Tribune Company
   
*Miles L. Marsh Former Chairman of the Board and Chief Executive Officer of Fort James Corporation
   
*Michael A. Miles Special Limited Partner in Forstmann Little and Co.
   
*Laura D’Andrea Tyson Dean of the London Business School
   
*Klaus Zumwinkel2 Chairman of the Board, Deutsche Post AG
   
Stephan F. Newhouse President
   
Stephen S. Crawford Executive Vice President and Chief Administrative Officer
   
David Sidwell Executive Vice President and Chief Financial Officer
   
Donald G. Kempf, Jr. Executive Vice President, Chief Legal Officer and Secretary
   
Tarek F. Abdel-Meguid Head of Worldwide Investment Banking Division
   
Zoe Cruz Head of Worldwide Fixed Income Division
   
John P. Havens Head of Worldwide Institutional Equity Division
   
Roger C. Hochschild President and COO, Discover Financial Services
   
Mitchell M. Merin President and COO, Investment Management
   
David W. Nelms Chairman and CEO, Discover Financial Services
   

 
1    Sir Howard Davies is an English citizen and not a United States citizen.
2    Klaus Zumwinkel is a German citizen and not a United States citizen.
*    Director






Name Title
   
Vikram S. Pandit President and COO, Institutional Securities Group
   
Joseph R. Perella Chairman of Institutional Securities Group
   
John H. Schaefer President and COO, Individual Investor Group






SCHEDULE B

EXECUTIVE OFFICERS AND DIRECTORS
OF
MORGAN STANLEY & CO. INCORPORATED

     The names of the Directors and the names and titles of the Executive Officers of Morgan Stanley & Co. Incorporated (“MS&Co.”) and their business addresses and principal occupations are set forth below. If no address is given, the Director’s or Executive Officer’s business address if that of MS&Co. at 1585 Broadway, New York, New York 10036. Unless otherwise indicated, each occupation set forth opposite an individual’s name refers to MS&Co. and each individual is a United States citizen.

Name, Business Address Present Principal Occupation
   
*Zoe Cruz Managing Director of MS&Co. and Head of Worldwide Fixed Income Division of MS
 
*John P. Havens Managing Director of MS&Co. and Head of Worldwide Institutional Equity Division of MS
 
*Donald G. Kempf, Jr. Managing Director of MS&Co. and Executive Vice President, Chief Legal Officer and Secretary of MS
   
*Tarek F. Abdel-Meguid Managing Director of MS&Co. and Head of Worldwide Investment Banking Division of MS
 
*Alasdair G. Morrison Managing Director of MS&Co. and Chairman of Morgan Stanley Asia
 
*Stephan F. Newhouse Managing Director of MS&Co. and President of MS
   
*Vikram S. Pandit Managing Director, President and COO of MS&Co. and President and COO of Institutional Securities of MS
 
*Joseph R. Perella Managing Director, Chairman and CEO of MS&Co. and Chairman of Institutional Securities of MS
   
*Philip J. Purcell Managing Director of MS&Co. and Chairman of the Board and Chief Executive Officer of MS
 
*Robin Roger Managing Director, General Counsel and Secretary of MS&Co.
   
Joseph R. Perella Managing Director, Chairman and CEO of MS&Co. and Chairman of Institutional Securities of MS
   
Vikram S. Pandit Managing Director, President and COO of MS&Co. and President and COO of Institutional Securities of MS
 
Robin Roger Managing Director, General Counsel and Secretary of MS&Co.
   
Eileen S. Wallace Managing Director and Treasurer of MS&Co.
   
Alexander C. Frank Managing Director and CFO of MS&Co. and Controller of MS
   
* Director




EX-99.1 2 nov2404_ex9901.htm TEXT

EXHIBIT 1

JOINT FILING AGREEMENT

     In accordance with Rule 13d-1(k) under the Securities Exchange Act of 1934, as amended, each of the persons named below agrees to the joint filing of a Statement on Schedule 13D (including amendments thereto) with respect to the Common Stock, par value $0.01, of IMPSAT Fiber Networks, Inc., a Delaware corporation, and further agrees that this Joint Filing Agreement be included as an exhibit to such filings provided that, as contemplated by Section 13d-1(k)(ii), no person shall be responsible for the completeness or accuracy of the information concerning the other persons making the filing, unless such person knows or has reason to believe that such information is inaccurate. This Joint Filing Agreement may be executed in any number of counterparts, all of which together shall constitute one and the same instrument.

Dated as of November 24, 2004.


MORGAN STANLEY
     
By:   /s/ Robert G. Koppenol
 
  Name: Robert G. Koppenol
  Title: Authorized Signatory
     
MORGAN STANLEY & CO. INCORPORATED
     
By:   /s/ Robert G. Koppenol
 
  Name: Robert G. Koppenol
  Title: Authorized Signatory

 


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