-----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, SXQQer6VHTMk+0mw8j0FgsC0H0z4otouYzB/B7IdM09ZwmccCKKs9duhPE/ewcAx 3Hl04qcLA6NhhOG2WQAURQ== 0001156973-02-001067.txt : 20021219 0001156973-02-001067.hdr.sgml : 20021219 20021219164930 ACCESSION NUMBER: 0001156973-02-001067 CONFORMED SUBMISSION TYPE: SC 13D/A PUBLIC DOCUMENT COUNT: 2 FILED AS OF DATE: 20021219 GROUP MEMBERS: SONERA HOLDING B V GROUP MEMBERS: TELIASONERA HOLDING A B FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: SONERA CORP CENTRAL INDEX KEY: 0001095749 STANDARD INDUSTRIAL CLASSIFICATION: RADIO TELEPHONE COMMUNICATIONS [4812] IRS NUMBER: 000000000 FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D/A BUSINESS ADDRESS: STREET 1: TEOLLISUUSKATA 15 STREET 2: FIN-00510 CITY: HELSINKI FINLAND STATE: H9 ZIP: 00000 MAIL ADDRESS: STREET 1: SONERA CORPORATION U.S STREET 2: SUITE 950, 5335 WISCONSIN AVE, N.W. CITY: WASHINGTON STATE: DC ZIP: 20015 FORMER COMPANY: FORMER CONFORMED NAME: SONERA GROUP PLC DATE OF NAME CHANGE: 19990927 SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: METRO ONE TELECOMMUNICATIONS INC CENTRAL INDEX KEY: 0000920990 STANDARD INDUSTRIAL CLASSIFICATION: COMMUNICATION SERVICES, NEC [4899] IRS NUMBER: 930995165 STATE OF INCORPORATION: OR FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D/A SEC ACT: 1934 Act SEC FILE NUMBER: 005-48594 FILM NUMBER: 02863418 BUSINESS ADDRESS: STREET 1: 11200 MURRAY SCHOLLS PLACE CITY: BEVERTON STATE: OR ZIP: 97007 BUSINESS PHONE: 5036439500 MAIL ADDRESS: STREET 1: 11200 MURRAY SCHOLLS PLACE CITY: BEAVERTON STATE: OR ZIP: 97007 FORMER COMPANY: FORMER CONFORMED NAME: METRO ONE DIRECT INFORMATION SERVICES INC DATE OF NAME CHANGE: 19950215 SC 13D/A 1 u45642sc13dza.htm SCHEDULE 13D/A sc13dza
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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549

SCHEDULE 13D/A

Under the Securities Exchange Act Of 1934
(Amendment No. 1)

Metro One Telecommunications, Inc.

(Name of Issuer)

Common Stock, no par value per share

(Title of Class of Securities)

59163F105

(CUSIP Number)

Jan Henrik Ahrnell
General Counsel
TeliaSonera AB
Mårbackagatan 11
S-123 86 Farsta, Sweden
(+46 8) 713 1000

With a copy to;

Petri Haussila, Esq.
White & Case LLP
Eteläranta 14
FIN-00130 Helsinki, Finland
(+358 9) 228 641

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

December 9, 2002

(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 which is the subject of this Schedule 13D, and is filing this schedule because of Rule 13d-1(b)(3) or (4), check the following box [  ].

 

SCHEDULE 13D
Item 2. Identity and Background
Item 3. Source and Amount of Funds or Other Consideration
Item 4. Purpose of the Transaction
Item 5. Interest in Securities of the Issuer
Item 7. Material to be filed as Exhibits
SCHEDULE I
SCHEDULE II
SCHEDULE III
EXHIBIT INDEX

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CUSIP No. 59163F105

  1 NAMES OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
     
    TeliaSonera AB
I.R.S. Identification No.: Not Applicable

  2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP

(a)

(b)

 

  3 SEC USE ONLY

 

  4 SOURCE OF FUNDS
     
    Not Applicable (see item 3)

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

 

  6 CITIZENSHIP OR PLACE OF ORGANIZATION
     
    Sweden

  7   SOLE VOTING POWER
NUMBER OF
0
   
SHARES   8   SHARED VOTING POWER

6,000,000
BENEFICIALLY        
   
OWNED BY EACH   9   SOLE DISPOSITIVE POWER

0
REPORTING      
   
PERSON   10   SHARED DISPOSITIVE POWER

6,000,000
WITH      
  11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
     
    6,000,000

  12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES

 

  13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
     
    24.3% (1)

  14 TYPE OF REPORTING PERSON
     
    HC

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CUSIP No. 59163F105

  1 NAME OF REPORTING PERSON
SS OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
     
    Sonera Corporation
I.R.S. Identification No.: Not Applicable

  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 ITEM 2(d) OR 2(e)

 

  6 CITIZENSHIP OR PLACE OF ORGANIZATION
     
    Finland

  7   SOLE VOTING POWER
NUMBER OF
0
   
SHARES   8   SHARED VOTING POWER

6,000,000
BENEFICIALLY        
   
OWNED BY EACH   9   SOLE DISPOSITIVE POWER

0
REPORTING      
   
PERSON   10   SHARED DISPOSITIVE POWER

6,000,000
WITH      
  11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
     
    6,000,000

  12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES

 

  13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
     
    24.3% (1)

  14 TYPE OF REPORTING PERSON
     
    CO

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CUSIP No. 59163F105

  1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
     
    Sonera Holding B.V.
I.R.S. Identification No.: Not Applicable

  2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP

(a)

(b)

 

  3 SEC USE ONLY

 

  4 SOURCE OF FUNDS
     
    AF

  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

  7   SOLE VOTING POWER
NUMBER OF
0
   
SHARES   8   SHARED VOTING POWER

6,000,000
BENEFICIALLY        
   
OWNED BY EACH   9   SOLE DISPOSITIVE POWER

0
REPORTING      
   
PERSON   10   SHARED DISPOSITIVE POWER

6,000,000
WITH      
  11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
     
    6,000,000

  12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES

 

  13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
     
    24.3% (1)

  14 TYPE OF REPORTING PERSON
     
    CO

(1)   Based on the 24,676,462 shares common stock, no par value per share (“Common Shares”) of Metro One Telecommunications, Inc (the “Company”) outstanding on November 6, 2002 as disclosed by the Company in its quarterly report on Form 10-Q for the quarterly period ended September 30, 2002. Sonera Media Holding B.V. purchased 4,000,000 Common Shares pursuant to a Stock Purchase Agreement dated November 8, 2000, by and between Sonera Media Holding B.V. and the Company. As a result of a three-for-two stock split effected by the Company in June 2001, Sonera Media Holding B.V. received an additional 2,000,000 Common Shares in the form of a stock dividend. Sonera Media Holding B.V. transferred the 6,000,000 Common Shares to Sonera Holding B.V. in August 2002.

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SCHEDULE 13D

METRO ONE TELECOMMUNICATIONS, INC:

     TeliaSonera AB, a Swedish corporation, previously named Telia AB (“TeliaSonera”), Sonera Corporation, a Finnish corporation (“Sonera”) and Sonera Holding B.V., a Netherlands corporation (“Sonera B.V.”) (collectively, the “Reporting Persons”), hereby file this Amendment No. 1 (“Amendment No. 1”) to amend and supplement the Statement on Schedule 13D originally filed on February 2, 2001 (the “Statement”), with respect to the common stock, no par value per share (the “Common Shares”), of Metro One Telecommunications, Inc., an Oregon corporation (the “Company”). As provided in the Joint Filing Agreement filed as Exhibit No. 4 hereto, the Reporting Persons have agreed pursuant to Rule 13d-1(k) under the Securities and Exchange Act of 1934, to file one Statement on Schedule 13D with respect to their ownership of the Common Shares.

     This Amendment No. 1 is being filed solely to reflect the completion of TeliaSonera’s exchange offer (the “Exchange Offer”) for all the outstanding shares, including shares represented by American Depositary Shares, and certain warrants of Sonera, pursuant to which (1) TeliaSonera acquired approximately 95 percent of Sonera’s shares, (2) Sonera became a 95 percent majority-owned subsidiary of TeliaSonera and (3) TeliaSonera became the ultimate beneficial owner of the Common Shares held of record by Sonera.

     Capitalized terms used but not defined in this Amendment No. 1 have the meaning assigned thereto in the Statement. The Statement is hereby amended and supplemented by this Amendment No. 1.

Item 2. Identity and Background

     The response to Item 2 of the Statement is hereby amended in its entirety to read as follows:

     “This statement is being filed by (i) TeliaSonera AB, a Swedish corporation, previously named Telia AB (“TeliaSonera”), having its principal executive offices at Mårbackagatan 11, S-123 86 Farsta, Sweden, (ii) Sonera Corporation, a Finnish corporation (“Sonera”), having its principal executive offices at Teollisuuskatu 15, P.O. Box 106, FIN-00051, Helsinki, Finland, and (iii) Sonera Holding B.V., a Netherlands corporation and wholly-owned subsidiary of Sonera (“Sonera B.V.”), having its executive offices at Rivium 1e Straat 9, 2909 LE Capelle aan den IJssel, the Netherlands.

     TeliaSonera AB is the largest telecommunications company in the Nordic region. Sonera is the leading provider of mobile communications services and one of the leading providers of domestic, local and long distance and international fixed line voice and data services in Finland. Sonera B.V. is a holding company.

     To the best knowledge of the Reporting Persons as of the date hereof, the name, the business address, present principal occupation or employment and citizenship of each executive officer and director of each Reporting Person, is set forth in Schedules I, II and III hereto. The information contained in Schedules I, II, III is incorporated herein by reference.

     During the past five years, none of the Reporting Persons nor, to the best knowledge of the Reporting Persons, any of their directors or executive officers listed in Schedule I, II or III hereto, have been convicted in any criminal proceeding (excluding traffic

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violations or similar misdemeanors) or been a party to a civil proceeding of a judicial or administrative body of competent jurisdiction and as a result of such proceeding was or is subject to a judgment, decree or final order enjoining future violations of, or prohibiting or mandating activities subject to, federal or state securities laws or finding any violation with respect to such laws.”

Item 3. Source and Amount of Funds or Other Consideration

     The response to Item 3 of the Statement is hereby amended and supplemented by adding the following paragraph to the end thereof:

     On December 9, 2002, TeliaSonera completed the Exchange Offer for all of the outstanding shares, including shares represented by American Depositary Shares, and certain warrants of Sonera, pursuant to which (1) TeliaSonera acquired approximately 95 percent of Sonera’s shares on a fully-diluted basis, (2) Sonera became a 95 percent majority-owned subsidiary of TeliaSonera and (3) TeliaSonera became the ultimate beneficial owner of the Common Shares held of record by Sonera.”

Item 4. Purpose of the Transaction

     The response to Item 4 of the Statement is hereby amended by adding the following paragraphs to the end thereof:

     “As described in Item 3 above, TeliaSonera became the ultimate beneficial owner of the Common Shares as a result of the Exchange Offer.

     TeliaSonera, Sonera and Sonera B.V. intend to review and evaluate their investment in the Company from time to time.

     TeliaSonera, Sonera and Sonera B.V. may acquire or dispose of securities of the Company, including Common Shares, directly or indirectly, in open-market or privately negotiated transactions subject to certain limitations, depending upon the evaluation of the performance and prospects of the Company by TeliaSonera, Sonera, and Sonera B.V. and upon other developments and circumstances, including, but not limited to, general economic and business conditions and stock market conditions. In addition, TeliaSonera, Sonera and Sonera B.V. may from time to time choose to remove and/or replace either of the two persons that they are entitled to designate as members of the Company’s board of directors.

     Except for the foregoing and as disclosed below, TeliaSonera, Sonera and Sonera B.V. do not have any present plans or proposals that relate to or would result in any of the following actions or events:

  –   the acquisition by any person of additional securities of the Company or the disposition of securities of the Company;
 
  –   an extraordinary corporate transaction, such as a merger, reorganization or liquidation involving the Company or any of its subsidiaries;
 
  –   a sale or transfer of a material amount of assets of the Company or any of its subsidiaries;

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  –   any change in the present board of directors or management of the Company, including any plans or proposals to change the number or term of directors or to fill any existing vacancies on the board;
 
  –   any material change in the present capitalization or dividend policy of the Company;
 
  –   any other material change in the Company’s business or corporate structure;
 
  –   changes in the Company’s charter, bylaws or instruments corresponding thereto or other actions which may impede the acquisition of control of the Company by any person;
 
  –   causing a class of securities by the Company to be de-listed from a national securities exchange or to cease to be authorized to be quoted in an inter-dealer quotation system of a registered national securities association;
 
  –   a class of equity securities of the Company becoming eligible for termination of registration pursuant to Section 12(g)(4) of the Exchange Act; or
 
  –   any action similar to any of those enumerated above.”

Item 5. Interest in Securities of the Issuer

     The response to Item 5 of the Statement is hereby amended in its entirety to read as follows:

     “On December 9, 2002, in connection with the completion of the Exchange Offer described in Item 3 above, Sonera became a 95 percent owned subsidiary of TeliaSonera. The 6,000,000 Common Shares with respect to which TeliaSonera, Sonera and Sonera B.V. may be deemed to have shared power to vote and dispose represent 24.3% of the 24,676,472 Common Shares outstanding on November 6, 2002 as disclosed by the Company in its quarterly report on Form 10-Q for the quarterly period ended September 30, 2002.

     Except as described herein, to the best knowledge of the Reporting Persons as of the date hereof, (i) none of the Reporting Persons, nor any of the executive officers or directors of the Reporting Persons, beneficially owns any Common Shares, and (ii) there have been no transactions in the Common Stock effected during the past 60 days by the Reporting Persons, nor, to the best of the knowledge of the Reporting persons, by any of the executive officers or directors of the Reporting Persons.”

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Item 7. Material to be filed as Exhibits

     The response to Item 7 of the Statement is hereby amended and supplemented to include Exhibit 4 as follows:

     
Exhibit    
Number   Description
 
4   Joint Filing Agreement among TeliaSonera AB, Sonera Corporation and Sonera Holding B.V.

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SIGNATURES

     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.

         
Dated: December 19, 2002   TELIASONERA AB
 
 
    By:   /s/ ANDERS IGEL
Name: Anders Igel
Title: President and CEO
 
 
    By:    /s/ JAN HENRIK AHRNELL
Name: Jan Henrik Ahrnell
Title: General Counsel
 
 
    SONERA CORPORATION
 
 
    By:   /s/ KIM IGNATIUS
Name: Kim Ignatius
Title: CFO
 
    By:   /s/ MAIRE LAITINEN
Name: Maire Laitinen
Title: Group General Counsel
 
 
    SONERA HOLDING B.V.
 
 
    By:   /s/ JAAP JOHAN VAN DER VLIES
Name: Jaap Johan van der Vlies
Title: Managing Director

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SCHEDULE I

     The following sets forth for the executive officers and directors of TeliaSonera AB: (i) the name of each such person; and (ii) the present principal occupation or employment of each such person. The principal business address of TeliaSonera AB and the current business address for each of its officers and directors is Mårbackagatan 11, S-123 86 Farsta, Sweden.

Board of Directors of TeliaSonera AB

         
Name and Title   Present Principal Occupation   Citizenship
 
 
Tapio Hintikka, Chairman   Chairman of the board of TeliaSonera   Finnish
 
Lars-Eric Petersson, Deputy
Chairman		   President and CEO of Skandia   Swedish
 
Carl Bennet, Director   Chairman of the boards of Boliden, Elanders, Getting, Halmstad University, Lifco, Scanrec and Sorb Industri   Swedish
 
Ingvar Carlsson, Director   Chairman of the board of Swedish Foundation for Strategic Research   Swedish
 
Eva Liljeblom, Director   Professor of Finance and head of the Department of Finance and Statistics at the Swedish School of Economics and Business Administration in Helsinki, Finland   Finnish
 
Caroline Sundewall, Director   Independent business
consultant 		  Swedish
 
Roger Talermo, Director   President and CEO of the Amer Group Plc.   Finnish
 
Tom von Weymarn, Director   President and CEO of Oy Rettig Ab   Finnish

 

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Executive Officers of TeliaSonera AB

     
Name and Title   Citizenship
 
Anders Igel, CEO and President   Swedish
 
Harri Koponen, Deputy CEO and Head of Marketing, Products and Services   Finnish
 
Kim Ignatius, CFO   Finnish
 
Michael Kongstad, Head of corporate communication   Finnish
 
Jan Henrik Ahrnell, Head of corporate legal affairs   Swedish
 
Lars-Gunnar Johansson, Head of Networks and Technology   Swedish

 

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SCHEDULE II

     The following sets forth for the executive officers and directors of Sonera Corporation: (i) the name of each such person; and (ii) the present principal occupation or employment of each such person. The principal business address of Sonera Corporation and the current business address for each of its officers and directors is Teollisuuskatu 15, P.O. Box 106, FIN-00051, Helsinki, Finland.

Board of directors of Sonera Corporation

         
Name and Title   Present Principal Occupation   Citizenship
 
 
Tapio Hintikka, Chairman   Chairman of the board of TeliaSonera   Finnish
 
Jussi Länsiö, vice Chairman   President and CEO of Oyj Hartwall Abp   Finnish
 
Jorma Laakkonen, Director       Finnish
 
Eva Liljeblom, Director   Professor of Finance and head of the Department of Finance and Statistics at the Swedish School of Economics and Business Administration in Helsinki, Finland   Finnish
 
Roger Talermo, Director   President and CEO of Amer Group Plc   Finnish
 
Esa Tihilä, Director   President and CEO of Meridea Financial Software Oy   Finnish
 
Tom von Weymarn, Diector   President and CEO of Oy Rettig Ab   Finnish

 

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Executive officers of Sonera Corporation

     
Name and Title   Citizenship
 
Harri Koponen, President and CEO   Finnish
 
Aimo Eloholma, COO, Deputy CEO and Head of Sales and Marketing Layer   Finnish
 
Kim Ignatius, Executive Vice President and CFO   Finnish
 
Jaakko Nevanlinna, Executive Vice President, Chairman of Sonera    
Carrier Networks and Head of Production and Networks Layer   Finnish
 
Niklas Sonkin, Executive Vice President and Chief Strategy Officer   Finnish
 
Anni Vepsäläinen, Head of HR and Competencies and acting Head of Products and Services Layer   Finnish

 

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SCHEDULE III

     The address of Sonera Holding B.V. and its directors and executive officers is Rivium 1e Straat 9, 2909 LE Capelle aan den IJssel, the Netherlands.

     The directors of Sonera Holding B.V. are Jaap Johan van der Vlies (a citizen of the Netherlands), Maire Laitinen (a citizen of the Republic of Finland), Aimo Olkonnen (a citizen of the Republic of Finland) and Olli Tuohimaa (a citizen of the Republic of Finland).

 

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EXHIBIT INDEX

     
Exhibit    
Number   Description
 
4   Joint Filing Agreement among TeliaSonera AB, Sonera Corporation and Sonera Holding B.V.

 

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EXHIBIT 4

JOINT FILING AGREEMENT

     Telia Sonera AB, a Swedish corporation, Sonera Corporation, a Finnish corporation, and Sonera Holding B.V., a Netherlands corporation, each hereby agrees, in accordance with Rule 13d-1(k) under the Securities Exchange Act of 1934, as amended, that the amended Schedule 13D filed herewith, and any amendments thereto, relating to the shares of common stock, no par value per share, of Metro One Telecommunications, Inc., an Oregon corporation, is, and will be, jointly filed on behalf of each such person and further agree that this Joint Filing Agreement be included as an exhibit to such joint filings. In evidence thereof, the undersigned hereby execute this Agreement as of the date set forth below.

         
December 19, 2002        
 
 
    TELIASONERA AB
 
 
    By:   /s/ ANDERS IGEL
Name: Anders Igel
Title:  President and CEO
 
 
    By:   /s/ JAN HENRIK AHRNELL
Name: Jan Henrik Ahrnell
Title:  General Counsel
 
 
    SONERA CORPORATION
 
 
    By:   /s/ KIM IGNATIUS
Name: Kim Ignatius
Title:  CFO
 
 
        By:/s/ MAIRE LAITINEN
Name: Maire Laitinen
Title:  Group General Counsel

 

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    SONERA HOLDING B.V.
 
 
    By:   /s/ JAAP JOHAN VAN DER VLIES
Name: Jaap Johan van der Vlies
Title: Managing Director

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