-----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, Stx25AZVvjEyX0v97zqM6uOBF0fCQDgQElS4KT6tEemKa3kU7ymKkDseWL/Mw0M9 HKtUVhM5f5S3RLuA4pudjA== 0001127989-01-000002.txt : 20010205 0001127989-01-000002.hdr.sgml : 20010205 ACCESSION NUMBER: 0001127989-01-000002 CONFORMED SUBMISSION TYPE: SC 13G PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 20010201 GROUP MEMBERS: ASIAN INFRASTRUCTURE FUND GROUP MEMBERS: ASIAN INFRASTRUCTURE FUND MANAGEMENT GROUP MEMBERS: COMPANY LIMITED L.D.C. SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: FLAG TELECOM HOLDINGS LTD CENTRAL INDEX KEY: 0001102752 STANDARD INDUSTRIAL CLASSIFICATION: TELEPHONE COMMUNICATIONS (NO RADIO TELEPHONE) [4813] IRS NUMBER: 000000000 FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13G SEC ACT: SEC FILE NUMBER: 005-58719 FILM NUMBER: 1521364 BUSINESS ADDRESS: STREET 1: CEDAR HOUSE STREET 2: 41 CEDAR AVENUE CITY: HAMILTON HM12 BERMUD ZIP: 00000 MAIL ADDRESS: STREET 1: CEDAR HOUSE STREET 2: 41 CEDAR AVENUE CITY: HAMILTON HM12 BERMUD STATE: D0 ZIP: 00000 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: ASIAN INFRASTRUCTURE FUND CENTRAL INDEX KEY: 0000933993 STANDARD INDUSTRIAL CLASSIFICATION: [] FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13G BUSINESS ADDRESS: STREET 1: CALEDONIAN BANK & TRUST LTD CALEDONIAN STREET 2: CALEDONIAN HOUSE MARY STREET GEORGETOWN CITY: GRAND CAYMAN MAIL ADDRESS: STREET 1: CALEDONIAN HOUSE MARY STREET GEORGETOWN STREET 2: GRAND CAYMAN CAYMAN ISLANDS BWI CITY: CAYMAN ISLANDS SC 13G 1 0001.txt SCHEDULE 13G UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. ) FLAG Telecom Holdings Limited ----------------------------- (Name of Issuer) Common Stock, par value $.0006 per share ---------------------------------------- (Title of Class of Securities) G3529L 10 2 (CUSIP Number) December 31, 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 the disclosure provided in a prior cover page. The information required in 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 ("Act") or otherwise subject to the liabilities of the section of the Act but shall be subject to all other provisions of the Act (however, see the Notes). 1 1. Name of Reporting Person The Asian Infrastructure Fund I.R.S. Identification Nos. N/A of above persons (entities only) 2. Check the Appropriate Box if a Member of a Group (a) [ ] (b) [ ] 3. SEC Use Only 4. Citizenship or Place of Organization Cayman Islands Number of Shares Beneficially Owned by Each 5. Sole Voting Power 0 Reporting Person With 6. Shared Voting Power 7,600,515 7. Sole Dispositive Power 0 8. Shared Dispositive Power 7,600,515
9. Aggregate Amount Beneficially Owned by Each Reporting Person 7,600,515 10. Check if the Aggregate Amount in Row (9) Excludes Certain Shares [ ] 11. Percent of Class Represented by Amount in Row (9) 5.67% 12. Type of Reporting Person CO 2 1. Name of Reporting Person Asian Infrastructure Fund Management Company Limited L.D.C. I.R.S. Identification Nos. N/A of above persons (entities only) 2. Check the Appropriate Box if a Member of a Group (a) [ ] (b) [ ] 3. SEC Use Only 4. Citizenship or Place of Organization Cayman Islands Number of Shares Beneficially Owned by Each 5. Sole Voting Power 0 Reporting Person With 6. Shared Voting Power 7,600,515 7. Sole Dispositive Power 0 8. Shared Dispositive Power 7,600,515
9. Aggregate Amount Beneficially Owned by Each Reporting Person 7,600,515 10. Check if the Aggregate Amount in Row (9) Excludes Certain Shares [ ] 11. Percent of Class Represented by Amount in Row (9) 5.67% 12. Type of Reporting Person CO 3 CONTINUATION PAGES TO SCHEDULE 13G Item 1(a) Name of Issuer: FLAG Telecom Holdings Limited Item 1(b) Address of Issuer's Principal Executive Offices: Emporium Building 69 Front Street Hamilton HM12, Bermuda Item 2(a)-(c) Name, Principal Business Address, and Citizenship of Persons Filing: (1) The Asian Infrastructure Fund c/o Caledonian Bank & Trust Limited Caledonian House 69 Jennett Street, P.O. Box 1043 GT, Grand Cayman Cayman Islands, BWI (2) Asian Infrastructure Fund Management Company Limited L.D.C. c/o Caledonian Bank & Trust Limited Caledonian House 69 Jennett Street, P.O. Box 1043 GT, Grand Cayman Cayman Islands, BWI Item 2(d) Title of Class of Securities: Common Stock Item 2(e) CUSIP Number: G3529L 10 2 Item 3. If this statement is filed pursuant to Rules 13d-1(b), or 13d-2(b) or (c), check whether the person filing is a: Not applicable. Item 4. Ownership (a) through (c): The Asian Infrastructure Fund is the legal owner of the securities reported in this Schedule. Under a Management Agreement, The Asian 4 Infrastructure Fund has granted the Asian Infrastructure Fund Management Company Limited L.D.C. voting and investment power over such securities, including the power to dispose or direct the disposition of such securities. The Asian Infrastructure Fund Management Company Limited L.D.C. hereby disclaims beneficial ownership of such securities. The Asian Infrastructure Fund has also retained investment power and voting power over the securities reported herein. The Asian Infrastructure Fund, however, may be deemed to "beneficially own" such securities by virtue of Rule 13d-3 under the Act. In addition, the information in items 1 and 5 through 8 on the cover pages to this Schedule 13G is hereby incorporated by reference. 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. Various persons have the right to receive dividends from, or the proceeds of the sale of, the securities of the Issuer reported herein, but no one person's interest in such securities is more than five percent of the total outstanding common stock of the Issuer. 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. Certification. Not applicable. 5 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: January 31, 2001 The Asian Infrastructure Fund By: /s/ Bruce C. Allen ----------------------------------- Name: BRUCE C. ALLEN Title: Director Asian Infrastructure Fund Management Company Limited L.D.C. By: /s/ Bruce C. Allen ----------------------------------- Name: BRUCE C. ALLEN Title: Director 6 EXHIBIT A JOING FILING AGREEMENT Pursuant to Rule 13d-1(k)(1) promulgated under the Securities Exchange Act of 1934, as amended, the undersigned agree that the Statement on Schedule 13G and any amendments thereto to which this exhibit is attached is filed on behalf of each of them. Date: January 31, 2001 The Asian Infrastructure Fund By: /s/ Bruce C. Allen ----------------------------------- Name: BRUCE C. ALLEN Title: Director Asian Infrastructure Fund Management Company Limited L.D.C. By: /s/ Bruce C. Allen ----------------------------------- Name: BRUCE C. ALLEN Title: Director 7 -----END PRIVACY-ENHANCED MESSAGE-----