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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 13D
AMENDMENT NO. 2
UNDER THE SECURITIES EXCHANGE ACT OF 1934
TELIGENT, INC.
(NAME OF ISSUER)
CLASS B COMMON STOCK - SERIES 2, PAR VALUE $0.01 PER SHARE
(TITLE OF CLASS OF SECURITIES)
87959Y-10-3
(CUSIP NUMBER)
DR. RAJENDRA SINGH
TELCOM VENTURES, L.L.C.
211 NORTH UNION STREET, SUITE 300
ALEXANDRIA, VA 22314
(703) 706-3800
WITH A COPY TO:
HAL B. PERKINS, ESQ.
GENERAL COUNSEL,
TELCOM VENTURES, L.L.C.
211 NORTH UNION STREET, SUITE 300
ALEXANDRIA, VA 22314
(703) 706-3800
AND TO:
WILLIAM J. PHILLIPS, ESQ.
DEWEY BALLANTINE LLP
1301 AVENUE OF THE AMERICAS
NEW YORK, NY 10019-6092
(212) 259-8000
----------
(NAME, ADDRESS AND TELEPHONE NUMBER OF PERSON
AUTHORIZED TO RECEIVE NOTICES AND COMMUNICATIONS)
----------
APRIL 7, 2000
(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
_____________.
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SCHEDULE 13D
CUSIP NO. 87959Y-10-3
NAME OF REPORTING PERSON
1 S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
TELCOM-DTS INVESTORS, L.L.C.
Tax ID #54-1782321
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a) /_/
(b) /X/
-------
3 SEC USE ONLY
4 SOURCE OF FUNDS
OO
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS
2(d) OR 2(e) /_/
NOT APPLICABLE
6 CITIZENSHIP OR PLACE OF ORGANIZATION
DELAWARE
7. SOLE VOTING POWER
NUMBER OF - 0 -
SHARES
BENEFICIALLY 8. SHARED VOTING POWER
OWNED BY 15,477,210
EACH
REPORTING 9. SOLE DISPOSITIVE POWER
PERSON - 0 -
PERSON
WITH 10. SHARED DISPOSITIVE POWER
15,477,210
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
15,477,210 (SEE ITEM 5)
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
/X/
SEE ITEM 5.
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
26.57% (SEE ITEM 5)
14 TYPE OF REPORTING PERSON
OO
2
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SCHEDULE 13D
CUSIP NO. 87959Y-10-3
NAME OF REPORTING PERSON
1 S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
TELCOM VENTURES, L.L.C.
Tax ID #54-1695113
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a) /_/
(b) /X/
-------
3 SEC USE ONLY
4 SOURCE OF FUNDS
OO
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT
TO ITEMS 2(d) OR 2(e) /_/
NOT APPLICABLE
6 CITIZENSHIP OR PLACE OF ORGANIZATION
DELAWARE
7. SOLE VOTING POWER
NUMBER OF - 0 -
SHARES
BENEFICIALLY 8. SHARED VOTING POWER
OWNED BY 15,477,210
EACH
REPORTING 9. SOLE DISPOSITIVE POWER
PERSON - 0 -
PERSON
WITH 10. SHARED DISPOSITIVE POWER
15,477,210
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
15,477,210 (SEE ITEM 5)
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
/X/
SEE ITEM 5.
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
26.57% (see Item 5)
14 TYPE OF REPORTING PERSON
OO
3
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SCHEDULE 13D
CUSIP NO. 87959Y-10-3
NAME OF REPORTING PERSON
1 S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
CHERRYWOOD HOLDINGS, INC.
Tax ID #54-1314785
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a) /_/
(b) /X/
-------
3 SEC USE ONLY
4 SOURCE OF FUNDS
OO
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT
TO ITEMS 2(d) OR 2(e) /_/
NOT APPLICABLE
6 CITIZENSHIP OR PLACE OF ORGANIZATION
KANSAS
7. SOLE VOTING POWER
NUMBER OF - 0 -
SHARES
BENEFICIALLY 8. SHARED VOTING POWER
OWNED BY 15,477,210
EACH
REPORTING 9. SOLE DISPOSITIVE POWER
PERSON - 0 -
PERSON
WITH 10. SHARED DISPOSITIVE POWER
15,477,210
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
15,477,210 (SEE ITEM 5)
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
/X/ SEE ITEM 5.
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
26.57% (SEE ITEM 5)
14 TYPE OF REPORTING PERSON
CO
4
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Item 1. Security and Issuer.
Item I of the Schedule 13D (as defined below) is hereby amended by
deleting the first two paragraphs thereof and inserting the following two
paragraphs at the beginning thereof:
This Amendment No. 2 amends and supplements the Statement on Schedule
13D filed by the Reporting Persons (as defined below) with the Securities and
Exchange Commission ("SEC") on December 9, 1997, as amended by Amendment No. 1
to Schedule 13D filed by the Reporting Persons on January 19, 2000 (as amended,
the "Schedule 13D"). Capitalized terms used herein shall have the meanings given
to them in the Schedule 13D.
The Reporting Persons have entered into a Joint Filing Agreement,
dated April 25, 2000, attached hereto as Schedule I.
Item 4. Purpose of Transaction.
Item 4 of the Schedule 13D is hereby amended by inserting the
following two paragraphs immediately preceding the last paragraph thereof:
"Between January 19 and January 26, 2000 Telcom-DTS
converted a total of 151,500 shares of Series B-2 Common
Stock into Class A Common Stock and sold the shares of
Class A Common Stock in the open market pursuant to SEC
Rule 144. The purpose of the sales was to raise cash for
Telcom-DTS.
On April 7, 2000, Telcom-DTS converted 1,000,000
shares of Series B-2 Common Stock into Class A Common
Stock and sold the shares of Class A Common Stock in a
registered public offering pursuant to an Underwriting
Agreement (the "Underwriting Agreement") dated April 3,
2000 among the Issuer, Telcom-DTS and Merrill Lynch,
Pierce, Fenner & Smith Incorporated ("Merrill Lynch"),
and the other underwriters named therein."
Item 5. Interest in Securities of the Issuer.
Item 5 (a) is hereby amended by inserting a new third paragraph, as
follows:
"Between January 19 and January 26, 2000, Telcom-DTS
converted a total of 151,500 shares of Series B-2 Common
Stock into Class A Common Stock and sold the shares of
Class A Common Stock in the open market pursuant to Rule
144 at the following prices per share: $72.75 (10,000);
$72.50 (14,500); $71.00 (14,500); $70.90 (12,500); $70.45
(100,000). In addition, on April 7, 2000, Telcom-DTS
converted 1,000,000 shares of Series B-2 Common Stock
into Class A Common Stock and sold the shares of Class A
Common Stock in a registered public offering pursuant to
the Underwriting Agreement at a price per share of
$50.00. As a result of these transactions, as of the date
hereof, the Reporting Persons beneficially own 15,477,210
shares of Series B-2 Common Stock, which are convertible
into 15,477,210 shares of Class A Common Stock. Based
upon information set forth in the Issuer's Prospectus
Supplement dated April 3, 2000, filed with the SEC on
such date, as of such date, and giving effect to the sale
of an aggregate of 5,000,000 shares sold in the recent
public offering the Issuer had, in the aggregate,
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42,781,419 shares of Class A Common Stock outstanding as
of April 13, 2000. Assuming conversion of all Class B
Common Stock outstanding as of the date hereof (including
the shares of Series B-2 Common Stock beneficially owned
by the Reporting Persons), the Reporting Persons would
beneficially own 26.57% of the total number of shares of
Class A Common Stock outstanding upon such conversion.
Item 7. Material to be Filed as Exhibits.
The documents which have been filed as Exhibits 1 through
6 to the Schedule 13D are hereby incorporated by reference.
Exhibit 7
Underwriting Agreement, dated as of April 3, 2000, among Teligent,
Inc., Telcom-DTS Investors, L.L.C., Merrill Lynch & Co., Merrill Lynch,
Pierce, Fenner & Smith Incorporated, Goldman, Sachs & Co., Salomon
Smith Barney Inc., Credit Suisse First Boston Corporation, Chase
Securities Inc., Deutsche Bank Securities Inc. and Lehman Brothers Inc.
and each of the other Underwriters named in Schedule A thereto.*
*This document was filed with the Securities and Exchange Commission by the
Issuer as Exhibit 1.1 to its Current Report on Form 8-K filed on April 7, 2000
and is incorporated herein by reference.
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Signature
After reasonable inquiry and to the best of my knowledge and belief, I
certify that the information set forth in this Schedule 13D is true, complete
and correct.
Date: April 25, 2000
CHERRYWOOD HOLDINGS, INC.
By: /s/ Rajendra Singh
------------------------
Name: Rajendra Singh
Title: President
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Signature
After reasonable inquiry and to the best of my knowledge and belief, I
certify that the information set forth in this Schedule 13D is true, complete
and correct.
Date: April 25, 2000
TELCOM VENTURES, L.L.C.
By: /s/ Rahul Prakash
------------------------
Name: Rahul Prakash
Title: President
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Signature
After reasonable inquiry and to the best of my knowledge and belief, I
certify that the information set forth in this Schedule 13D is true, complete
and correct.
Date: April 25, 2000
TELCOM-DTS INVESTORS, L.L.C.
By: /s/ Rahul Prakash
-------------------------
Name: Rahul Prakash
Title: President
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SCHEDULE I
JOINT FILING AGREEMENT
The undersigned parties hereby agree that the Schedule 13D filed
herewith relating to the Class B Common Stock, Series 2 of Teligent, Inc. is
being filed jointly with the Securities and Exchange Commission pursuant to Rule
13d-1(f) on behalf of each such person.
Date: April 25, 2000
CHERRYWOOD HOLDINGS, INC.
By: /s/ Rajendra Singh
-----------------------
Name: Rajendra Singh
Title: President
TELCOM VENTURES, L.L.C
By: /s/ Rahul Prakash
-----------------------
Name: Rahul Prakash
Title: President
TELCOM-DTS INVESTORS, L.L.C.
By: /s/ Rahul Prakash
-----------------------
Name: Rahul Prakash
Title: President
