-----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, NiJ5ATU5yWXOl97PrSKhpa23rKtlNokUUowi4H2YtSUki/FYD4RjTqmoPQR2j9SG fOF7w+P1WJVPUAWalMjzPQ== 0000315066-04-002169.txt : 20041102 0000315066-04-002169.hdr.sgml : 20041102 20041101180956 ACCESSION NUMBER: 0000315066-04-002169 CONFORMED SUBMISSION TYPE: SC 13D/A PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 20041102 DATE AS OF CHANGE: 20041101 SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: COLT TELECOM GROUP PLC CENTRAL INDEX KEY: 0001026733 STANDARD INDUSTRIAL CLASSIFICATION: TELEGRAPH & OTHER MESSAGE COMMUNICATIONS [4822] IRS NUMBER: 980198169 FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D/A SEC ACT: 1934 Act SEC FILE NUMBER: 005-50287 FILM NUMBER: 041111217 BUSINESS ADDRESS: STREET 1: BEAUFORT HOUSE STREET 2: 15 ST. BOTOLPH STREET CITY: LONDON EC3A 7QN STATE: X0 BUSINESS PHONE: 1713903900 MAIL ADDRESS: STREET 1: BEAUFORT HOUSE STREET 2: 15 ST. BOTOLPH STREET CITY: LONDON ENGLAND STATE: X0 ZIP: E1 6DQ FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: FMR CORP CENTRAL INDEX KEY: 0000315066 STANDARD INDUSTRIAL CLASSIFICATION: UNKNOWN SIC - 0000 [0000] IRS NUMBER: 161144965 STATE OF INCORPORATION: MA FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D/A BUSINESS ADDRESS: STREET 1: 82 DEVONSHIRE ST CITY: BOSTON STATE: MA ZIP: 02109 BUSINESS PHONE: 6175706339 MAIL ADDRESS: STREET 1: 82 DEVONSHIRE STREET CITY: BOSTON STATE: MA ZIP: 02109 SC 13D/A 1 colt61.txt SC 13D/A 01234567890123456789012345678901234567890123456789012345678901234567890123456789 SCHEDULE 13D Amendment No. 6 COLT Telecom Group plc Ordinary Shares Cusip # G22944121 Cusip # G22944121 Item 1: Reporting Person - FMR Corp. Item 4: AF Item 6: Delaware Item 7: 893,479,066 Item 8: None Item 9: 893,479,066 Item 10:None Item 11:893,479,066 Item 13:59.0% 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: 893,479,066 Item 10:None Item 11:893,479,066 Item 13:59.0% 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: 893,479,066 Item 10:None Item 11:893,479,066 Item 13:59.0% Item 14:IN Item 1. Security and Issuer. This statement constitutes Amendment No. 6 to the Schedule 13D originally filed with the Securities and Exchange Commission on January 14, 2002 (the "Original 13D"), as amended by Amendment No. 1 filed with the Commission on August 8, 2002, Amendment No. 2 filed with the Commission on August 19, 2002, Amendment No. 3 filed with the Commission on December 31, 2002, Amendment No. 4 filed with the Commission on August 2, 2004, and Amendment No. 5 filed with the Commission on August 18,2004, 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. The third paragraph of Item 2 is amended and restated in its entirety as follows: Fidelity International Limited, a Bermuda joint stock company ("FIL"), and various of FIL's foreign-based subsidiaries, provide investment advisory and management services to a number of non-U.S. investment companies and certain institutional investors. FIL operates as an entity independent of FMR and FMRCo. FIL beneficially owns 111,449,420 Ordinary Shares (representing 7.4% of the Ordinary Shares deemed outstanding on the date hereof). The business address and principal place of business of FIL is Pembroke Hall, 42 Crow Lane, Hamilton, Bermuda. The last paragraph of Item 2 is amended and restated in its entirety as follows: Within the past five years, none of the persons who were previously named in Item 2 to this Schedule 13D, or listed on Schedule A or Schedule B hereto, has been convicted in any criminal proceeding (excluding traffic violations or similar misdemeanors) or has been a party to any civil proceeding of a judicial or administrative body of competent jurisdiction as a result of which any such person was or is subject to any judgment, decree or final order enjoining future violations of, or prohibiting or mandating activities subject to, federal or state securities laws or finding any violations with respect to such laws. Item 3. Source and Amount of Funds or Other Consideration. Item 3 is supplemented as follows: During the past 60 days, Fidelity (as defined in Amendment No. 3) purchased a total of 10,000,000 Ordinary Shares (the "Amd. 6 Subject Shares") in the open market (with 100% of such purchases allocated to FIL) for cash totaling approximately GBP 4,159,597, including a 0.5% stamp duty and other taxes imposed on transactions of shares in companies organized under the laws of England and Wales, and normal brokerage commissions. The U.S. dollar equivalent of the total purchase price for the Amd. 6 Subject Shares, based on the foreign exchange rates reported in the Federal Reserve Statistical Releases of Foreign Exchange Rates for the various dates on which the Amd. 6 Subject Share purchases were settled, was approximately $7,630,720. FIL used its own assets in making such purchases and no part of the purchase price is represented by borrowed funds. The attached Schedule C sets forth the various purchase dates for the Amd. 6 Subject Shares during the past 60 days, together with the purchase prices in British pounds sterling and the respective U.S. dollar equivalents based upon the exchange rates reported in the applicable Federal Reserve Statistical Releases of Foreign Exchange Rates. Item 4. Purpose of Transaction. Item 4 is supplemented as follows: Fidelity purchased the Amd. 6 Subject Shares in order to acquire an additional equity interest in the Company. As of the date hereof, Fidelity is holding such securities solely for investment and has no present plans or proposals with respect to any material change in the Company's business or corporate structure or, generally, any other action referred to in instructions (a) through (j) of Item 4 of the form of Schedule 13D. Depending upon future evaluations of the business prospects of the Company and upon other developments, including, but not limited to,general economic and business conditions and money market and stock market conditions, Fidelity may increase or decrease its equity interest in the Company by acquiring additional shares, or by disposing of all or a portion of the shares or convertible notes. Item 5. Interest in Securities of Issuer. Item 5 is supplemented as follows: As of the date hereof, (a) FMR beneficially owned 893,479,066 Ordinary Shares (representing 59.0% of the Ordinary Shares deemed outstanding on the date hereof), (b) Edward C. Johnson 3d beneficially owned 893,479,066 Ordinary Shares (representing 59.0% of the Ordinary Shares deemed outstanding on the date hereof), (c) Abigail P. Johnson beneficially owned 893,479,066 Ordinary Shares (representing 59.0% of the Ordinary Shares deemed outstanding on the date hereof) and (iv) FIL beneficially owned 111,449,420 Ordinary Shares (representing 7.4% of the Ordinary Shares deemed outstanding on the date hereof). As reported in Item 3 hereof, during the past 60 days FIL purchased the 10,000,000 Amd. 6 Subject Shares in the open market for cash at varying prices totaling GBP 4,159,597, including a 0.5% stamp duty and other taxes imposed on transactions of shares in companies organized under the laws of England and Wales, and normal brokerage commissions. The U.S. dollar equivalent of the total purchase price for the Amd. 6 Subject Shares, based on the foreign exchange rates reported in the Federal Reserve Statistical Releases of Foreign Exchange Rates for the various dates on which the Amd. 6 Subject Shares purchased were settled, was approximately $7,630,720. As a result of such acquisitions, (i) FIL's beneficial ownership increased to 111,449,420 Ordinary Shares (representing 7.4% of the Ordinary Shares deemed outstanding on the date hereof) and (ii) the beneficial ownership of each of the Reporting Persons increased to 893,479,066 Ordinary Shares (representing 59.0% of the Ordinary Shares deemed outstanding on the date hereof). Under U.K. law, FIL is not required to aggregate shares held by FIL-advised index funds such as Fidelity Money Builder Index Fund with shares held by entities of the FMR Concert Group for purposes of Rule 9 under the U.K. City Code on Takeovers and Mergers. Except as set forth herein, no transactions in the securities of the Company were effected by the Reporting Persons or by FIL within the 60 days prior to the date of this filing. Item 6. Contract, Arrangements, Understandings or Relationships With Respect to Securities of the Issuer. Item 6 is supplemented as follows: Except as otherwise set forth in the Original 13D, to the best knowledge of the undersigned, there are no contracts, arrangements, understandings or relationships (legal or otherwise) among or between the undersigned and any other person with respect to any of the securities, finder's fees, joint ventures, loan or option arrangements, puts or calls, guarantees of profits, division of profits or loss, or the giving or withholding of proxies. Item 7. Material to be Filed as Exhibits. Not applicable. SCHEDULE A Schedule A is amended and restated in its entirety as follows: The name and present principal occupation or employment of each executive officer and director of FMR are set forth below. The business address of each person is 82 Devonshire Street, Boston, Massachusetts 02109, and the address of the corporation or organization in which such employment is conducted is the same as his business address. All of the persons listed below are U.S. citizens. POSITION WITH PRINCIPAL NAME FMR CORP. OCCUPATION Edward C. Johnson 3d CEO, Director & Chairman and Chief Executive Chairman of the Board Officer, Director, FMR Corp. James C. Curvey Director Director, FMR Corp. William L. Byrnes Director Director, FMR Corp. Abigail P. Johnson Director Director, FMR Corp. & President, Fidelity Management & Research Company Laura B. Cronin Executive Vice Executive Vice President & President & Chief Financial Chief Financial Officer Officer, FMR Corp. Donald Haile Fidelity Management President, Fidelity Committee Member Investments Systems Company Stephen P. Jonas Director Director, Executive Vice President of Enterprise Operations and Risk Services, FMR Corp. Joseph LoRusso Fidelity Management President, Fidelity Committee Member Financial Intermediary Services Ellyn A. McColgan Fidelity Management President, Fidelity Committee Member Brokerage Company D. Ellen Wilson Executive Vice Executive Vice President, President, Human Human Resources, Resources FMR Corp. Robert L. Reynolds Director, Vice Director, Vice Chairman & Chairman & Chief Chief Operating Operating Officer, Officer FMR Corp. Peter J. Smail Fidelity Management President, Fidelity Committee Member Employer Services Company SCHEDULE B Schedule B is amended and restated in its entirety as follows: The name and present principal occupation or employment of each executive officer and director of Fidelity International Limited are set forth below. The business address of (a) Messrs. Johnson, Byrnes and Walsh is FMR Corp., 82 Devonshire Street, Boston, MA 02109, (b) Messrs. Bateman and Haslam is Oakhill House, 130 Tonbridge Road, Hildenborough, Kent TN11 9DZ, England, (c) Messrs. Saul, Moreno, Stewart Mutch, Seed, and Ms. Powell is Pembroke Hall, 42 Crow Lane, Pembroke, HM19, Bermuda, (d) Mr. Goodin is Shiroyama JT, Mori Building, 19th floor, Minato-Ku 105, Japan, (e) Mr. Boyle is Hardwicke House, Upper Hatch Street, Dublin 2, Ireland and (f) Mr.Dennison is 483 Bay Street, Toronto, Ontario, Canada M5G 2NZ. The address of each corporation or organization in which such principal occupation or employment is conducted is the same as the business address set forth above. Messrs. Johnson, Byrnes, Moreno and Walsh are United States citizens; Messrs. Bateman, Haslam, Seed, and Boyle are British citizens; Messrs.Saul, Mutch and Stewart are dual Bermudan and British citizens; Mr. Goodin is a New Zealand citizen and Mr.Denison and Ms.Powell are Canadian citizens. NAME POSITION WITH PRINCIPAL OCCUPATION FIDELITY INTERNATIONAL LIMITED Edward C. Johnson 3d Director & Chairman and Chief Chairman of the Board Executive Officer, Director, FMR Corp. Barry R.J. Bateman Director & Vice-Chairman Vice-Chairman, Fidelity International Limited William L. Byrnes Director Director, FMR Corp. Glen R. Moreno Director Non-Executive Director, Fidelity International Limited David J. Saul Director Non-Executive Director, Fidelity International Limited Frank Mutch Director Non-Executive Director, Fidelity International Limited David Denison Director President, Fidelity Investments Canada Limited Richard Walsh Director Non-Executive Director, Fidelity International Limited Brett Goodin Director President, Asia-Pacific business Simon Haslam Director and Chief Chief Administrative Administrative Officer Officer, Fidelity International Limited Graham R. Seed Secretary Secretary, Fideltiy International Limited Robert Stewart Director Non-Executive Director, Fidelity International Limited Jon Boyle Director of Treasury Director of Treasury, Fidelity International Limited Rosalie Powell Assistant Company Assistant Company Secretary Secretary, Fidelity International Limited SCHEDULE C Schedule C is amended as follows: During the past 60 days, Fidelity International Limited has 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 10/21/04 2,725,000 GBP 0.42 $0.76 10/22/04 860,000 GBP 0.41 $0.75 10/25/04 2,000,000 GBP 0.40 $0.73 10/26/04 550,000 GBP 0.40 $0.74 10/27/04 800,000 GBP 0.42 $0.76* 10/28/04 1,000,000 GBP 0.43 $0.78* 10/29/04 2,065,000 GBP 0.43 $0.80* ___________________ * Based on the October 29, 2004 exchange rate. 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: November 1, 2004 By: /s/ Eric D. Roiter Eric D. Roiter Senior V.P. & Deputy 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. -----END PRIVACY-ENHANCED MESSAGE-----