-----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, Mt9W+QxygT4VeaIm7YpME4e+x05Ux4sKaR7gVymrOzIA1e5hzJJPqn7TeBFqP/r/ cj+2/k8cxZABWzsXG3//fw== 0001012975-02-000308.txt : 20021001 0001012975-02-000308.hdr.sgml : 20021001 20021001162330 ACCESSION NUMBER: 0001012975-02-000308 CONFORMED SUBMISSION TYPE: SC 13G CONFIRMING COPY: PUBLIC DOCUMENT COUNT: 3 FILED AS OF DATE: 20021001 GROUP MEMBERS: BALLINROBE LIMITED SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: VERTICALNET INC CENTRAL INDEX KEY: 0001043946 STANDARD INDUSTRIAL CLASSIFICATION: SERVICES-ADVERTISING [7310] IRS NUMBER: 232815834 STATE OF INCORPORATION: PA FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13G SEC ACT: 1934 Act SEC FILE NUMBER: 005-58367 BUSINESS ADDRESS: STREET 1: 700 DRESHER RD CITY: HORSHAM STATE: PA ZIP: 19044 BUSINESS PHONE: 2153286100 MAIL ADDRESS: STREET 1: 700 DRESHER RD CITY: HORSHAM STATE: PA ZIP: 19044 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: BRITISH TELECOMMUNICATIONS PLC /ADR CENTRAL INDEX KEY: 0000820534 STANDARD INDUSTRIAL CLASSIFICATION: UNKNOWN SIC - 8880 [8880] IRS NUMBER: 000000000 FILING VALUES: FORM TYPE: SC 13G BUSINESS ADDRESS: STREET 1: 81 NEWGATE ST CITY: LONDON STATE: X0 ZIP: EC1A 7A5 BUSINESS PHONE: 0114402073565000 MAIL ADDRESS: STREET 1: 81 NEWGATE ST CITY: LONDON STATE: X0 ZIP: EC1A 7A5 SC 13G 1 e84286.txt --------------------------- OMB APPROVAL ---------------------------- OMB NUMBER: 3235-0145 Expires: October 31, 2002 Estimated average burden hours per response. . . 10.7 ---------------------------- THIS DOCUMENT IS A COPY OF THE SCHEDULE 13G FILED ON SEPTEMBER 24, 2002 PURSUANT TO A RULE 201 TEMPORARY HARDSHIP EXEMPTION. UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 SCHEDULE 13G (Rule 13d-102) INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT TO RULES 13d-1(b), (c), AND (d) AND AMENDMENTS THERETO FILED PURSUANT TO RULE 13d-2(b) VERTICALNET, INC. - -------------------------------------------------------------------------------- (Name of Issuer) COMMON STOCK, PAR VALUE $.01 PER SHARE - -------------------------------------------------------------------------------- (Title of Class of Securities) 92532L 20 6 - -------------------------------------------------------------------------------- (CUSIP Number) SEPTEMBER 12, 2002 (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) [X] Rule 13d-(c) [_] Rule 13d-1(d) CUSIP No. 92532L 20 6 13G Page 2 of 7 Pages - -------------------------------------------------------------------------------- 1. NAME OF REPORTING PERSONS British Telecommunications plc I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS (ENTITIES ONLY) 13-3235162 - -------------------------------------------------------------------------------- 2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) [_] (b) [_] - -------------------------------------------------------------------------------- 3. SEC USE ONLY - -------------------------------------------------------------------------------- 4. CITIZENSHIP OR PLACE OF ORGANIZATION United Kingdom - -------------------------------------------------------------------------------- NUMBER OF 5. SOLE VOTING POWER SHARES -0- ----------------------------------------------------------------- BENEFICIALLY 6. SHARED VOTING POWER OWNED BY 1,000,000 ----------------------------------------------------------------- EACH 7. SOLE DISPOSITIVE POWER REPORTING -0- ----------------------------------------------------------------- PERSON 8. SHARED DISPOSITIVE POWER WITH 1,000,000 - -------------------------------------------------------------------------------- 9. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 1,000,000 - -------------------------------------------------------------------------------- 10. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES* [_] - -------------------------------------------------------------------------------- 11. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9) 7.9% - -------------------------------------------------------------------------------- 12. TYPE OF REPORTING PERSON* HC - -------------------------------------------------------------------------------- *SEE INSTRUCTIONS BEFORE FILLING OUT! 2 CUSIP No. 92532L 20 6 13G Page 3 of 7 Pages - -------------------------------------------------------------------------------- 1. NAME OF REPORTING PERSONS Ballinrobe Limited I.R.S. IDENTIFICATION NO. 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 Isle of Man - -------------------------------------------------------------------------------- NUMBER OF 5. SOLE VOTING POWER SHARES -0- ----------------------------------------------------------------- BENEFICIALLY 6. SHARED VOTING POWER OWNED BY 1,000,000 ----------------------------------------------------------------- EACH 7. SOLE DISPOSITIVE POWER REPORTING -0- ----------------------------------------------------------------- PERSON 8. SHARED DISPOSITIVE POWER WITH 1,000,000 - -------------------------------------------------------------------------------- 9. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 1,000,000 - -------------------------------------------------------------------------------- 10. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES* [_] - -------------------------------------------------------------------------------- 11. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9) 7.9% - -------------------------------------------------------------------------------- 12. TYPE OF REPORTING PERSON* CO - -------------------------------------------------------------------------------- *SEE INSTRUCTIONS BEFORE FILLING OUT! 3 ITEM 1(A). NAME OF ISSUER: Verticalnet, Inc. ITEM 1(B). ADDRESS OF ISSUER'S PRINCIPAL EXECUTIVE OFFICES: 300 Chester Field Parkway Malvern, Pennsylvania 19355 ITEM 2(A), (B) AND (C). NAME OF PERSON FILING; ADDRESS OF PRINCIPAL BUSINESS OFFICE OR, IF NONE, RESIDENCE; AND CITIZENSHIP: This statement is being filed by (i) British Telecommunications plc, a company organized under the laws of the United Kingdom and (ii) Ballinrobe Limited, a company organized under the laws of the Isle of Man. British Telecommunications plc and Ballinrobe Limited are hereinafter collectively referred to as the "Reporting Persons." British Telecommunications plc. British Telecommunications plc's principal business is telecommunications. British Telecommunications plc is a wholly owned subsidiary of BT Group Investments Limited. BT Group Investments Limited is a wholly owned subsidiary of BT Group plc. The address of British Telecommunications plc's principal business and office is BT Centre - 81 Newgate Street, London England EC1A 7AJ. Ballinrobe Limited. Ballinrobe Limited's principal business is investment. The address of Ballinrobe Limited's principal business and office is 2nd Floor, 10-12 Prospect Hill, Douglas, Isle of Man IM11ES. As of September 12, 2002, 100% of the voting shares of Ballinrobe Limited were owned by BT (International) Holdings Limited. BT (International) Holdings Limited is a wholly owned subsidiary of BT Holdings Limited. BT Holdings Limited is a wholly owned subsidiary of British Telecommunications plc. British Telecommunications plc is a wholly owned subsidiary of BT Group Investments Limited. BT Group Investments Limited is a wholly owned subsidiary of BT Group plc. ITEM 2(D). TITLE OF CLASS OF SECURITIES: Common Stock, par value $.01 per share ITEM 2(E). CUSIP NUMBER: 92532L 20 6 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 advisor 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)(l)(ii)(J). 4 ITEM 4. OWNERSHIP At the close of business on September 12, 2002, Ballinrobe Limited beneficially owned 1,000,000 shares of Common Stock of Verticalnet, Inc. representing approximately 7.9% of the outstanding shares of Common Stock. Ballinrobe Limited is a wholly owned subsidiary of BT (International) Holdings Limited. BT (International) Holdings Limited is a wholly owned subsidiary of BT Holdings Limited. BT Holdings Limited is a wholly owned subsidiary of British Telecommunications plc. British Telecommunications plc is a wholly owned subsidiary of BT Group Investments Limited. BT Group Investments Limited is a wholly owned subsidiary of BT Group plc. Accordingly, for purposes of Rule 13d-3 under the Securities Exchange Act of 1934, as amended, British Telecommunications plc may be deemed to beneficially own and to share the power to vote and dispose of the shares of Common Stock owned by Ballinrobe Limited. 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 OR CONTROL PERSON. Not Applicable. ITEM 8. IDENTIFICATION AND CLASSIFICATION OF MEMBERS OF THE GROUP. Not Applicable. ITEM 9. NOTICE OF DISSOLUTION OF THE GROUP Not Applicable. ITEM 10. CERTIFICATIONS. By signing below I certify that, to the best of my knowledge and belief, the securities referred to above were not acquired and are not held for the purpose of or with the effect of changing or influencing the control of the issuer of the securities and were not acquired and are not held in connection with or as a participant in any transaction having that purpose or effect. 5 SIGNATURE After reasonable inquiry and to the best of the undersigned's knowledge and belief, the undersigned certify that the information set forth in this statement is true, complete and correct. BRITISH TELECOMMUNICATIONS PLC By: /s/ Alan G. Scott ----------------------------- Name: Alan G. Scott Title: Authorized Signatory Date: September 24, 2002 BALLINROBE LIMITED By: /s/ Gary Crease ------------------------------- Name: Gary Crease Title: Authorized Representative Date: September 24, 2002 6 JOINT FILING AGREEMENT September 24, 2002 Each of the undersigned (the "Filing Persons") hereby agree to file a joint statement on Schedule 13G under the Securities Exchange Act of 1934, as amended (the "Act"), in connection with their beneficial ownership of Common Stock of Verticalnet, Inc. The Filing Persons state that they are each entitled to individually use Schedule 13G pursuant to Rule 13d-1(c) of the Act. The Filing Persons are each responsible for the timely filing of the statement and any amendments thereto, and for the completeness and accuracy of the information concerning each of them contained therein but are not responsible for the completeness or accuracy of the information concerning the others. BRITISH TELECOMMUNICATIONS PLC By: /s/ Alan G. Scott ----------------------------- Name: Alan G. Scott Title: Authorized Signatory Date: September 24, 2002 BALLINROBE LIMITED By: /s/ Gary Crease ------------------------------- Name: Gary Crease Title: Authorized Representative Date: September 24, 2002 7 EX-1 3 e948312.txt Exhibit 1 SIGNING AUTHORITIES 1. RESOLVED that with effect from the effective date of the demerger from mmO2 plc: (a) the authorities granted by Board minute PLC94/108 will be revoked: (b) any one of the Directors, the Secretary and Alan George Scott be authorised to sign on behalf of the Company any document; (c) any one of Colin Green, Stephen John Prior or Alan George Scott be authorised to authorise any other person to sign on behalf of the Company any specific document or any other document or documents of a specified description. 2. RESOLVED that: (i) the authority granted to Colin Green by minute PLC 178/01 to authorise any other person to sign on behalf of the Company any specific document or any other document or documents of a specified description be revoked immediately; (ii) Larry Stone be authorised to authorise any other person to sign on behalf of the Company any specific document or any other document or documents of a specified description. I hereby certify that 1. above is a true copy of a resolution of the Board of British Telecommunications plc approved on 23 October 2001 and that the same came into effect on 19 November 2001 (the effective date of the demerger from mmO2 plc), that 2. above is a true copy of a resolution of the Board of British Telecommunications plc approved as a written resolution and effective on 28 March 2002 and that together these resolutions remain in full force and effect at the date hereof. /s/ Alan George Scott 24 September 2002 - --------------------- ----------------- ALAN GEORGE SCOTT Date EX-2 4 e948296.txt Exhibit 2 Ballinrobe Limited ------------------ ("the Company") Minutes of the eighth meeting of the Board of Directors held at 10-12 Prospect Hill, Douglas, Isle of Man on 10 September 2002 - -------------------------------------------------------------------------------- Present:- R B M Quayle (Chairman) G Crease Secretary:- D M Picken Apologies:- D W I Sams - -------------------------------------------------------------------------------- Ballin 02/10 Confirmation of Minutes ----------------------- The Minutes of the meeting held on 30 April 2002 were approved and the Chairman was authorised to sign them as a true record. Ballin 02/11 VerticalNet Inc --------------- It was confirmed that proceedings had commenced in the Eastern District Court of Pennsylvania to secure payment of monies due to the Company from VerticalNet Inc relating to their put obligations. In the meantime a proposal had been received from VerticalNet Inc offering to pay an amount of US$6,500,000 in final settlement of its put obligations. In addition, the Company would receive 1,000,000 shares of the common stock of VerticalNet Inc. It was noted that the actual amount payable to the Company under the current arrangements was Euro 10,087,375 plus accrued interest. It was advised that the BT Group plc had fully reviewed the proposal and had concluded that in light of the ongoing financial problems of VerticalNet Inc it was recommended that the Company accept this proposal. After further consideration, the Board RESOLVED to accept the proposal and authorised any one Director to sign any document required to conclude this matter. It was agreed that the funds received from this proposal should be lent to BT plc under the current loan agreement. As there was no further business the meeting concluded. Certified as a true record. /s/ Gary Crease, Director 24/9/02 - ---------------------------- ------------------ Chairman Date -----END PRIVACY-ENHANCED MESSAGE-----