Amendment NO. 12

-----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, Kllge+DS22JidG3Qd5ppKJZbJtzGZBI73CQUQGaTnPs8iGbAaYU7fgefgcZuIniM o68vc6iPT8Ve5GzZsMGEbA== 0001193125-04-064509.txt : 20040419 0001193125-04-064509.hdr.sgml : 20040419 20040419143128 ACCESSION NUMBER: 0001193125-04-064509 CONFORMED SUBMISSION TYPE: SC 13D/A PUBLIC DOCUMENT COUNT: 2 FILED AS OF DATE: 20040419 GROUP MEMBERS: KPN TELECOM B.V. FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: KONINKLIJKE KPN N V CENTRAL INDEX KEY: 0001001474 STANDARD INDUSTRIAL CLASSIFICATION: TELEPHONE COMMUNICATIONS (NO RADIO TELEPHONE) [4813] IRS NUMBER: 000000000 FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D/A BUSINESS ADDRESS: STREET 1: MAANPLEIN 55 CITY: THE HAGUE STATE: P7 ZIP: 2516 CK MAIL ADDRESS: STREET 1: P.O. BOX 30000 CITY: THE HAGUE STATE: P7 ZIP: 2500 GA FORMER COMPANY: FORMER CONFORMED NAME: ROYAL PTT NEDERLAND N V DATE OF NAME CHANGE: 19950927 SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: EUROWEB INTERNATIONAL CORP CENTRAL INDEX KEY: 0000905428 STANDARD INDUSTRIAL CLASSIFICATION: SERVICES-COMPUTER INTEGRATED SYSTEMS DESIGN [7373] IRS NUMBER: 133696015 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D/A SEC ACT: 1934 Act SEC FILE NUMBER: 005-57093 FILM NUMBER: 04740220 BUSINESS ADDRESS: STREET 1: VAROSMAJOR UTCA 13 STREET 2: VAROSMAJOR UTCA 13 CITY: BUDAPEST STATE: K5 ZIP: 1122 BUSINESS PHONE: 36-1-22-44-000 MAIL ADDRESS: STREET 1: EUROWEB INTERNATIONAL CORP STREET 2: VAROSMAJOR UTCA 13 CITY: BUDAPEST STATE: K5 ZIP: 1122 FORMER COMPANY: FORMER CONFORMED NAME: HUNGARIAN TELECONSTRUCT CORP DATE OF NAME CHANGE: 19950207 SC 13D/A 1 dsc13da.htm AMENDMENT NO. 12 Amendment NO. 12

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

SCHEDULE 13D

Under the Securities Exchange Act of 1934

(Amendment No. 12)

EuroWeb International Corp.

(Name of Issuer)

Common Stock, par value $.001 per share

(Title of Class of Securities)

298801408

(CUSIP Number)

Cees J. Boogaerdt

Koninklijke KPN N.V.

Maanplein 55

2516 CK, The Hague

The Netherlands

+31 70 446 02 59

COPY TO:

Eric S. Shube, Esq.

Allen & Overy

1221 Avenue of the Americas

New York, New York 10020

+1-212-610-6300

(Name, Address and Telephone Number of Person Authorized

to Receive Notices and Communications)

April 19, 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 ¨.

Page 1 of 7 pages

CUSIP NO. 298801408



1.	NAME OF REPORTING PERSON S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON Koninklijke KPN N.V.

2.	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS) (a) ¨ (b) ¨

3.	SEC USE ONLY

4.	SOURCE OF FUNDS (SEE INSTRUCTIONS)

5.	CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e)	¨

6.	CITIZENSHIP OR PLACE OF ORGANIZATION The Netherlands

NUMBER OF

BENEFICIALLY

OWNED BY

EACH

REPORTING

PERSON

WITH

7. SOLE VOTING POWER

8. SHARED VOTING POWER

2,404,014*

9. SOLE DISPOSITIVE POWER

10. SHARED DISPOSITIVE POWER

2,404,014*

Page 2 of 7 pages



11.	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 2,404,014*

12.	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)	¨

13.	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 50.17%**

14.	TYPE OF REPORTING PERSON (SEE INSTRUCTIONS) CO

*	See Note on page 5.

**	See Note on page 5.

Page 3 of 7 pages

CUSIP NO. 298801408



1.	NAME OF REPORTING PERSON S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON KPN Telecom B.V.

2.	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS) (a) ¨ (b) ¨

3.	SEC USE ONLY

4.	SOURCE OF FUNDS (SEE INSTRUCTIONS)

5.	CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e)	¨

6.	CITIZENSHIP OR PLACE OF ORGANIZATION The Netherlands

NUMBER OF

BENEFICIALLY

OWNED BY

EACH

REPORTING

PERSON

WITH

7. SOLE VOTING POWER

8. SHARED VOTING POWER

2,404,014*

9. SOLE DISPOSITIVE POWER

10. SHARED DISPOSITIVE POWER

2,404,014*

Page 4 of 7 pages



11.	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 2,404,014*

12.	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)	¨

13.	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 50.17%**

14.	TYPE OF REPORTING PERSON (SEE INSTRUCTIONS) CO

KPN Telecom B.V. (“KPN Telecom”) holds 2,341,014 shares of common stock of EuroWeb International Corp. (“EuroWeb”). Beneficial ownership of 2,404,014 shares reported hereunder is so being reported solely as a result of an option agreement dated as of November 19,1999 (and amended and restated on December 13, 1999) between KPN Telecom and EuroWeb (the “Option Agreement”), which provided for the grant to KPN Telecom of options to purchase such number of shares of EuroWeb common stock as are issuable upon exercise of options and warrants to third parties outstanding as of November 19, 1999 on such terms as may be necessary to ensure that KPN Telecom may maintain ownership of a majority interest of the issued and outstanding shares of EuroWeb common stock.

Based on publicly available information, of the total number of third party options and warrants outstanding as of November 19, 1999, options and warrants for 63,000 shares are believed to remain outstanding. Because KPN Telecom cannot exercise its options to purchase shares under the Option Agreement unless and until such options or warrants are exercised by third parties, KPN Telecom expressly disclaims beneficial ownership of all such shares.

**	According to publicly available information, as of February 27, 2004 EuroWeb had 4,665,332 shares issued and outstanding. The stated percentage assumes that the 63,000 third party options and warrants referred to in the preceding paragraph and all resulting KPN Telecom options were exercised.

Page 5 of 7 pages

This Statement relates to the Schedule 13D, dated February 24, 2000, with respect to the common stock, par value $.001 per share (the “Shares”), of EuroWeb International Corp., a Delaware corporation (“EuroWeb”), as amended by amendments to the Schedule 13D dated February 20, 2002, March 4, 2002, March 12, 2002, March 20, 2002, March 28, 2002, April 4, 2002, April 5, 2002, April 23, 2002, August 5, 2003, September 23, 2003, and October 3, 2003 filed on behalf of Koninklijke KPN N.V. (“KPN”), a company incorporated under the laws of the Netherlands, and KPN Telecom B.V. (“KPN Telecom”), a company incorporated under the laws of the Netherlands and a wholly owned subsidiary of KPN.

Item 4 is hereby amended by adding the following:

ITEM 4. PURPOSE OF TRANSACTION

On April 19, 2004, KPN filed a Form 144 indicating its intention to sell up to 311,800 Shares in the open market pursuant to Rule 144.

On February 12, 2004, EuroWeb entered into an agreement to purchase the 51% interest in Euroweb Hungary held by PanTel Távközlési és Kommunikációs Rt. (“PanTel”). PanTel is approximately 75% owned by KPN Telecom.

Item 7 is hereby amended by adding the following:

ITEM 7. MATERIAL TO BE FILED AS EXHIBITS

Exhibit 1

Power of Attorney dated March 25, 2004

Page 6 of 7 pages

SIGNATURE

After reasonable inquiry and to the best of their knowledge and belief, the undersigned hereby certify as of April 19, 2004 that the information set forth in this statement is true, complete and correct.


KONINKLIJKE KPN N.V.

By:		/s/ M.G. ROOVERS

		Name: Mr. M.G. Roovers Title: Senior Legal Counsel


KPN TELECOM B.V.

By:	KONINKLIJKE KPN N.V., its sole Director

	By:	/s/ M.G. ROOVERS

		Name: Mr. M.G. Roovers Title: Senior Legal Counsel

Page 7 of 7 pages

EX-1 3 dex1.htm POWER OF ATTORNEY DATED MARCH 25, 2004 POWER OF ATTORNEY DATED MARCH 25, 2004

Exhibit 1

Power of Attorney

The Parties:

KPN Telecom B.V., a private company with limited liability, having its seat at The Hague, the Netherlands and maintaining its principal place of business at Maanplein 55, 2516 CK The Hague, the Netherlands, in this respect represented by its solely authorized managing director, Royal KPN N.V., in this respect duly represented by Mr. J.M. Henderson, CFO, and Mr. E. Blok, acting member of the Board of Management;

and

Royal KPN N.V., a public company with limited liability, having its seat at The Hague, the Netherlands and maintaining its principal place of business at Maanplein 55, 2516 CK The Hague, the Netherlands, in this respect duly represented by Mr. J.M. Henderson, CFO, and Mr. E. Blok, acting member of the Board of Management,

declare to give power of attorney to each of:

•	Mr. C.J. Boogaerdt, Deputy Treasurer of Royal KPN N.V.

•	Mr. J.B. Dietz, Head of Corporate Finance of Royal KPN N.V.

•	Mr. M.G. Roovers, Senior Legal Counsel of Royal KPN N.V.

on behalf of the Parties:

to sign all documents that relate to the sale of any or all shares held by KPN Telecom B.V. in the share capital of EuroWeb International Corp. and furthermore to do anything which the attorney deems necessary in connection with the aforementioned, all this with the power of substitution. The validity of this power of attorney expires on December 31, 2004.

Signed at The Hague on March 25, 2004



/s/ J.M. HENDERSON				/s/ E. BLOK

J.M. Henderson				E. Blok
CFO				Acting Member of the Board of Management

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