-----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, ThpBP0abLIf4dML2+T3iEvzlj+6qhoWZQn64zeskGsJ37dRwObKGMHwbJQQAZ6dK 6xHNi2/DNTuD53Ypk+J0sA== 0000908662-01-000054.txt : 20010223 0000908662-01-000054.hdr.sgml : 20010223 ACCESSION NUMBER: 0000908662-01-000054 CONFORMED SUBMISSION TYPE: SC 13G PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 20010214 SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: VIA NET WORKS INC CENTRAL INDEX KEY: 0001098402 STANDARD INDUSTRIAL CLASSIFICATION: SERVICES-COMPUTER PROGRAMMING, DATA PROCESSING, ETC. [7370] IRS NUMBER: 841412512 FILING VALUES: FORM TYPE: SC 13G SEC ACT: SEC FILE NUMBER: 005-60239 FILM NUMBER: 1539623 BUSINESS ADDRESS: STREET 1: 12100 SUNSET HILLS RD STREET 2: SUITE 110 CITY: RESTON STATE: VA ZIP: 20190 BUSINESS PHONE: 7034640300 MAIL ADDRESS: STREET 1: 12100 SUNSET HILLS RD STREET 2: SUITE 110 CITY: RESTON STATE: VA ZIP: 20190 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: NELSON JONATHAN M CENTRAL INDEX KEY: 0001035233 STANDARD INDUSTRIAL CLASSIFICATION: UNKNOWN SIC - 0000 [0000] STATE OF INCORPORATION: RI FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13G BUSINESS ADDRESS: STREET 1: C/O WESTERN WIRELESS CORP STREET 2: 3650 131ST AVE. S.E. #400 CITY: BELLEVUE STATE: WA ZIP: 98006 BUSINESS PHONE: 4017511700 MAIL ADDRESS: STREET 1: C/O WESTERN WIRELESS CORP STREET 2: 3650 131ST AVE SE #400 CITY: BELLEVUE STATE: WA ZIP: 98006 SC 13G 1 0001.txt FORM 13G SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. )* VIA NET.WORKS, INC. ------------------- (Name of Issuer) Common Stock ------------ (Title of Class of Securities) 925912 107 ---------- (CUSIP Number) February 11, 2000 ----------------- (Date of Event Which Requires Filing of this Statement) Check the appropriate box to designate the rule pursuant to which this Schedule is filed: [_] Rule 13d-1(b) [_] Rule 13d-1(c) [X] 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 disclosures 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 (the "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). CUSIP No. 925912 107 13G Page 2 of 11 Pages 1. NAME OF REPORTING PERSONS/I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY) Providence Equity Partners L.P. 2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS) (a) [_] (b) [_] 3. SEC USE ONLY 4. CITIZENSHIP OR PLACE OF ORGANIZATION Delaware NUMBER OF 5. SOLE VOTING POWER SHARES None ---- BENEFICIALLY 6. SHARED VOTING POWER OWNED BY 3,386,118 --------- EACH 7. SOLE DISPOSITIVE POWER REPORTING None PERSON 8. SHARED DISPOSITIVE POWER WITH 3,386,118 --------- 9. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 3,386,118 10. CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES [-] (SEE INSTRUCTIONS) 11. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9) Approximately 6.3% (1) 12. TYPE OF REPORTING PERSON (SEE INSTRUCTIONS) PN (1) Based on 53,909,102 shares of voting Common Stock of VIA NET.WORKS, INC. outstanding as of the report filed on Form 10-Q on November 13, 2000. CUSIP No. 925912 107 13G Page 3 of 11 Pages 1. NAME OF REPORTING PERSONS/I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY) Providence Equity Partners II L.P. 2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS) (a) [_] (b) [_] 3. SEC USE ONLY 4. CITIZENSHIP OR PLACE OF ORGANIZATION Delaware NUMBER OF 5. SOLE VOTING POWER SHARES None ---- BENEFICIALLY 6. SHARED VOTING POWER OWNED BY 47,215 ------ EACH 7. SOLE DISPOSITIVE POWER REPORTING None PERSON 8. SHARED DISPOSITIVE POWER WITH 47,215 ------ 9. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 47,215 10. CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES [-] (SEE INSTRUCTIONS) 11. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9) Approximately 0.1% (1) 12. TYPE OF REPORTING PERSON (SEE INSTRUCTIONS) PN (1) Based on 53,909,102 shares of voting Common Stock of VIA NET.WORKS, INC. outstanding as of the report filed on Form 10-Q on November 13, 2000. CUSIP No. 925912 107 13G Page 4 of 11 Pages 1. NAME OF REPORTING PERSONS/I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY) Providence Equity Partners LLC 2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS) (a) [_] (b) [_] 3. SEC USE ONLY 4. CITIZENSHIP OR PLACE OF ORGANIZATION Delaware NUMBER OF 5. SOLE VOTING POWER SHARES None ---- BENEFICIALLY 6. SHARED VOTING POWER OWNED BY 3,433,333 --------- EACH 7. SOLE DISPOSITIVE POWER REPORTING None PERSON 8. SHARED DISPOSITIVE POWER WITH 3,433,333 --------- 9. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 3,433,333 10. CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES [-] (SEE INSTRUCTIONS) 11. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9) Approximately 6.4% (1) 12. TYPE OF REPORTING PERSON (SEE INSTRUCTIONS) OO (1) Based on 53,909,102 shares of voting Common Stock of VIA NET.WORKS, INC. outstanding as of the report filed on Form 10-Q on November 13, 2000. CUSIP No. 925912 107 13G Page 5 of 11 Pages 1. NAME OF REPORTING PERSONS/I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY) Jonathan M. Nelson 2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS) (a) [_] (b) [_] 3. SEC USE ONLY 4. CITIZENSHIP OR PLACE OF ORGANIZATION United States of America NUMBER OF 5. SOLE VOTING POWER SHARES None ---- BENEFICIALLY 6. SHARED VOTING POWER OWNED BY 3,433,333 --------- EACH 7. SOLE DISPOSITIVE POWER REPORTING None PERSON 8. SHARED DISPOSITIVE POWER WITH 3,433,333 --------- 9. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 3,433,333 10. CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES [-] (SEE INSTRUCTIONS) 11. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9) Approximately 6.4% (1) 12. TYPE OF REPORTING PERSON (SEE INSTRUCTIONS) IN (1) Based on 53,909,102 shares of voting Common Stock of VIA NET.WORKS, INC. outstanding as of the report filed on Form 10-Q on November 13, 2000. CUSIP No. 925912 107 13G Page 6 of 11 Pages Item 1(a). Name of Issuer: VIA NET.WORKS, INC. Item 1(b). Address of Issuer's Principal Executive Offices: 12100 Sunset Hill Road, Suite 110 Reston, Virginia 20190 Item 2(a). Name of Person Filing: Providence Equity Partners LLC Providence Equity Partners L.P. Providence Equity Partners II L.P. Jonathan M. Nelson Item 2(b). Address of Principal Business Office, or if None, Residence: 50 Kennedy Plaza, Providence, Rhode Island 02903 Item 2(c). Citizenship: Providence Equity Partners L.P. and Providence Equity Partners II L.P. are Delaware limited partnerships Providence Equity Partners LLC is a Delaware limited liability company Mr. Nelson is a citizen of the United States of America Item 2(d). Title of Class of Securities: Common Stock Item 2(e). CUSIP Number: 925912 107 Item 3. If this Statement is filed pursuant to Rule 13d-1(b), or 13d-2(b) or (c), check whether the person filing is a: (a) [_] Broker or dealer registered under Section 15 of the Exchange Act. (b) [_] Bank as defined in Section 3(a)(6) of the Exchange Act. (c) [_] Insurance company as defined in Section 3(a)(19) of the Exchange Act. (d) [_] Investment company registered under Section 8 of the Investment Company Act. (e) [_] An investment adviser in accordance with Rule 13d-1(b)(1)(ii)(E). (f) [_] An employee benefit plan or endowment fund in accordance with Rule 13d-1(b)(1)(ii)(F). (g) [_] A parent holding company or control person in accordance with Rule 13d-1(b)(1)(ii)(G). (h) [_] A savings association as defined in Section 3(b) of the Federal Deposit Insurance Act. (i) [_] A church plan that is excluded from the definition of an investment company under Section 3(c)(14) of the Investment Company Act. (j) [_] Group, in accordance with Rule 13d-1(b)(1)(ii)(J). Not Applicable. CUSIP No. 925912 107 13G Page 7 of 11 Pages Item 4. Ownership. (a) Amount beneficially owned: Providence Equity Partners L.P. ("PEP") owns of record 3,386,118 Common Stock. Providence Equity Partners II L.P. ("PEP II") owns of record 47,215 Common Stock. Providence Equity Partners LLC ("LLC") is the sole general partner of each of PEP and PEP II, and thus may be deemed to possess indirect beneficial ownership of the Common Stock beneficially owned by PEP and PEP II. LLC disclaims such beneficial ownership except to the extent of its pecuniary interest therein. Jonathan M. Nelson owns 50% of the membership interests in the LLC, and thus may be deemed to possess indirect beneficial ownership of the Common Stock beneficially owned by PEP and PEP II. Mr. Nelson disclaims such beneficial ownership except to the extent of his pecuniary interest therein. (b) Percent of class: Approximately 6.4% in the aggregate (1) (c) Number of shares as to which such person has: (i) Sole power to vote or to direct the vote: None (ii) Shared power to vote or to direct the vote: 3,433,333 (iii) Sole power to dispose or to direct the disposition of: None (iv) Shared power to dispose or to direct the disposition of: 3,433,333 Item 5. Ownership of Five Percent or Less of a 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. Not Applicable. Item 8. Identification and Classification of Members of the Group. Not Applicable. Item 9. Notice of Dissolution of Group. Not Applicable. Item 10. Certifications. Not Applicable. (1) Based on 53,909,102 shares of voting Common Stock of VIA NET.WORKS, INC. outstanding as of the report filed on Form 10-Q on November 13, 2000. CUSIP No. 925912 107 13G Page 8 of 11 Pages 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. February 13, 2001 - ------------------------------- (Date) Providence Equity Partners L.P. By Providence Equity Partners LLC, its general partner /s/ Jonathan M. Nelson - ------------------------------ Name Jonathan M. Nelson, President - ----------------------------- (Name/Title) Attention: Intentional misstatements or omissions of fact constitute federal criminal violations (see 18 U.S.C. 1001). CUSIP No. 925912 107 13G Page 9 of 11 Pages 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. February 13, 2001 - ------------------------------- (Date) Providence Equity Partners II L.P. By Providence Equity Partners LLC, its general partner /s/ Jonathan M. Nelson - ------------------------------ Name Jonathan M. Nelson, President - ----------------------------- (Name/Title) Attention:- Intentional misstatements or omissions of fact constitute federal criminal violations (see 18 U.S.C. 1001). CUSIP No. 925912 107 13G Page 10 of 11 Pages 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. February 13, 2001 - ------------------------------- (Date) Providence Equity Partners LLC /s/ Jonathan M. Nelson - ------------------------------ Name Jonathan M. Nelson, President - ----------------------------- (Name/Title) Attention:- Intentional misstatements or omissions of fact constitute federal criminal violations (see 18 U.S.C. 1001). CUSIP No. 925912 107 13G Page 11 of 11 Pages 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. February 13, 2001 - ------------------------------- (Date) /s/ Jonathan M. Nelson - ------------------------------ Name Jonathan M. Nelson - ------------------ (Name/Title) Attention:- Intentional misstatements or omissions of fact constitute federal criminal violations (see 18 U.S.C. 1001). Exhibit 1 JOINT FILING AGREEMENT In accordance with Rule 13d-1(f)(1)(iii) under the Securities Exchange Act of 1934, as amended, the persons named below agree to the joint filing on behalf of each of them of a Schedule 13D with respect to the Common Stock of VIA NET.WORKS, INC. and further amendments thereto. This Joint Filing Agreement shall be filed as an Exhibit to the Schedule 13D. Date: February 13, 2001 /s/ Jonathan M. Nelson - ------------------------------ Jonathan M. Nelson, individually and as a President of Providence Equity Partners LLC, for itself and as the general partner of Providence Equity Partners L.P. and Providence Equity Partners II L.P. -----END PRIVACY-ENHANCED MESSAGE-----