SC 13D/A 1 colt13d2.txt SC 13D/A SCHEDULE 13D Amendment No. 2 COLT Telecom Group plc Ordinary Shares Cusip # G22944121 Cusip # G22944121 Item 1: Reporting Person - FMR Corp. Item 4: WC Item 6: Delaware Item 7: 831,083,580 Item 8: None Item 9: 831,083,580 Item 10: None Item 11 831,083,580 Item 13: 55.07% Item 14: HC Cusip # G22944121 Item 1: Reporting Person - Edward C. Johnson 3d Item 4: AF Item 6: United States of America Item 7: None Item 8: None Item 9: 831,083,580 Item 10: None Item 11: 831,083,580 Item 13: 55.07% Item 14: IN Cusip # G22944121 Item 1: Reporting Person - Abigail P. Johnson Item 4: AF Item 6: United States of America Item 7: None Item 8: None Item 9: 831,083,580 Item 10: None Item 11: 831,083,580 Item 13: 55.07% Item 14: IN Item 1. Security and Issuer. This statement constitutes Amendment No. 2 to the Schedule 13D originally filed with the Securities and Exchange Commission (the "Commission") on January 14, 2002, as amended by Amendment No. 1 filed with the Commission on August 8, 2002 ("Amendment No. 1"), and relates to the ordinary shares, par value 2.5 pence per share (the "Ordinary Shares"), of COLT Telecom Group plc, a corporation organized under the laws of England and Wales, which has its principal executive offices at 15 Marylebone Road, London, NW 15JD, United Kingdom (the "Company"). Item 2. Identity and Background. Not applicable. Item 3. Source and Amount of Funds or Other Consideration. Item 3 is amended as follows: The purchase price for the purchases of Ordinary Shares reported on Amendment No. 1 (the "Subject Shares") is hereby revised to 8,478,037.12 British Pounds Sterling ("GBP"). The approximate U.S. dollar equivalent of this purchase price is hereby revised (to correct an exchange ratio conversion error) to $12,344,366.04. Item 4. Purpose of Transaction. Not applicable. Item 5. Interest in Securities of Issuer. Item 5 is amended as follows: The purchase price for the Subject Shares is hereby revised to GBP8,478,037.12. The approximate U.S. dollar equivalent of this purchase price is hereby revised (to correct an exchange ratio conversion error) to $12,344,366.04. The attached Schedule C describes the transactions in Ordinary Shares for the 60 days preceding the filing of Amendment No. 1, to take into account these revisions. Item 6. Contracts, Arrangements, Understandings or Relationships With Respect to Securities of the Issuer. Not applicable. Item 7. Material to be Filed as Exhibits. Not applicable. SCHEDULE C Schedule C is amended in its entirety as follows: For the 60 days preceding the filing of Amendment No. 1, FMR Corp. purchased Ordinary Shares for cash in the open market as set forth below. DATE NUMBER PRICE PER DOLLAR EQUIVALENT OF ORDINARY SHARES ORDINARY SHARE(GBP) PRICE PER ORDINARY SHARE 8/6/02 266,667 GBP 0.51 $0.79 8/7/02 400,000 GBP 0.50 $0.77 8/8/02 1,333,333 GBP 0.52 $0.79 For the 60 days preceding the filing of Amendment No. 1, Fidelity International Limited purchased Ordinary Shares for cash in the open market as set forth below. DATE NUMBER PRICE PER DOLLAR EQUIVALENT OF ORDINARY SHARES ORDINARY SHARE(GBP) PRICE PER ORDINARY SHARE 8/6/02 133,333 GBP 0.51 $0.79 8/7/02 200,000 GBP 0.50 $0.77 8/8/02 666,667 GBP 0.52 $0.79 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. FMR Corp. DATE: August 19, 2002 By: /s/ Eric D. Roiter Eric D. Roiter Senior V.P. & General Counsel - Fidelity Management and Research Company. Duly authorized under Power of Attorney dated December 30, 1997, by and on behalf of FMR Corp. and its direct and indirect subsidiaries Attachment Attachment Attachment Description Number 1 Power of Attorney dated December 30, 1997* *Filed with the original Schedule 13D dated January 14, 2002, and incorporated by reference herein.