SECURITIES AND EXCHANGE COMMISSION
Washington, D. C. 20549
SCHEDULE l3D
Under the Securities Exchange Act of 1934
Tricom, S.A.
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(Name of Issuer)
American Depositary Shares
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each representing one class A share of common stock
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(Title of Class of Securities)
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89612A100
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(CUSIP Number)
Augustus K. Oliver Richard Reiss, Jr.
WaterView Capital Management LLC Georgica Advisors LLC
152 West 57th Street 152 West 57th Street
New York, New York 10019 New York, New York 10019
(212) 277-5600 (212) 277-5600
with a copy to:
Steven J. Tsimbinos, Esq.
Lowenstein Sandler PC
65 Livingston Avenue
Roseland, New Jersey 07068
(973) 597-2536
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(Name, Address and Telephone Number of Persons
Authorized to Receive Notices and Communications)
April 14, 2000
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(Date of Event which Requires Filing of this Statement)
If the filing person has previously filed a statement on Schedule l3G to report
the acquisition which is the subject of this Schedule 13D, and is filing this
schedule because of Sections 240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check
the following box. |_|
Note: Schedules filed in paper format shall include a signed original and five
copies of the schedule, including all exhibits. See Section 240.13d-7(b) for
other parties to whom copies are to be sent.
*The remainder of this cover page shall be filled out for a reporting person's
initial filing on this form with respect to the subject class of securities, and
for any subsequent amendment containing information which would alter
disclosures provided in a prior cover page.
The information required on the remainder of this cover page shall not be deemed
to be "filed" for the purpose of Section 18 of the Securities Exchange Act of
1934 ("Act") or otherwise subject to the liabilities of that section of the Act
but shall be subject to all other provisions of the Act (however, see the
Notes).
<PAGE>
Cusip No. 89612A100
1) Names of Reporting Persons/I.R.S. Identification Nos. of Above Persons
(entities only):
WaterView Capital Management LLC
2) Check the Appropriate Box if a Member of a Group (See Instructions):
(a) [X] (b) [ ]
3) SEC Use Only
4) Source of Funds (See Instructions): WC
5) Check if Disclosure of Legal Proceedings is Required Pursuant to Items 2(d)
or 2(e):
Not Applicable
6) Citizenship or Place of Organization: Delaware
Number of 7) Sole Voting Power: **
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Shares Beneficially 8) Shared Voting Power: **
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Owned by
Each Reporting 9) Sole Dispositive Power: **
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Person With: 10) Shared Dispositive Power: **
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11) Aggregate Amount Beneficially Owned by Each Reporting Person: 1,500,000**
12) Check if the Aggregate Amount in Row (11) Excludes Certain Shares
(See Instructions): Not Applicable
13) Percent of Class Represented by Amount in Row (11): 15.5%**
14) Type of Reporting Person (See Instructions): OO
<PAGE>
Cusip No. 89612A100
1) Names of Reporting Persons/I.R.S. Identification Nos. of Above Persons
(entities only):
Georgica Advisors LLC
2) Check the Appropriate Box if a Member of a Group (See Instructions):
(a) [X]
(b) [ ]
3) SEC Use Only
4) Source of Funds (See Instructions): WC
5) Check if Disclosure of Legal Proceedings is Required Pursuant to Items 2(d)
or 2(e):
Not Applicable
6) Citizenship or Place of Organization: Delaware
Number of 7) Sole Voting Power: **
---------------------------------
Shares Beneficially 8) Shared Voting Power: **
---------------------------------
Owned by
Each Reporting 9) Sole Dispositive Power: **
---------------------------------
Person With: 10) Shared Dispositive Power: **
----------------------------------
11) Aggregate Amount Beneficially Owned by Each Reporting Person: 1,500,000**
12) Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See
Instructions):
Not Applicable
13) Percent of Class Represented by Amount in Row (11): 15.5%**
14) Type of Reporting Person (See Instructions): OO
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** As of April 14, 2000, WaterView Partners, L.P., a Delaware limited
partnership, was the holder of 958,500 American Depositary Shares, each
representing one share of class A common stock ("ADS"), of Tricom, S.A., and
D&DF WaterView Partners, L.P., a Delaware limited partnership, was the holder of
41,500 ADS. WaterView Capital Management LLC, a Delaware limited liability
company ("WaterView Management"), possesses sole power to vote and direct the
disposition of all ADS held by WaterView Partners, L.P., and D&DF WaterView
Partners, L.P. In addition, Georgica Advisors LLC, a Delaware limited liability
company ("Georgica"), was the holder of, and possesses sole power to vote and
direct the disposition of, 500,000 ADS. WaterView and Georgica may from time to
time act together with respect to the acquiring, holding, voting or disposing of
ADS. Thus, for the purposes of Reg. Section 240.13d-3, each of WaterView
Management and Georgica is deemed to beneficially own 1,500,000 ADS as of April
14, 2000.
<PAGE>
Item 1. Security and Issuer.
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This statement relates to the American Depositary Shares, each
representing one share of class A common stock ("ADS"), of Tricom, S.A. (the
"Company"). The Company's principal executive offices are located at Avenida
Lope de Vega No. 95, Santo Domingo, Dominican Republic.
Item 2. Identity and Background.
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The persons filing this statement are WaterView Capital Management
LLC, a Delaware limited liability company ("WaterView Management"), and Georgica
Advisors LLC, a Delaware limited liability company ("Georgica").
The business address of WaterView Management is 152 West 57th Street,
New York, New York 10019. WaterView Management serves as the general partner of,
and exercises sole voting and investment authority for the securities held by,
each of WaterView Partners, L.P, a Delaware limited partnership ("WaterView
Partners"), and D&DF WaterView Partners, L.P., a Delaware limited partnership
("D&DF," and, together with WaterView Partners, the "WaterView Funds"). The
WaterView Funds are engaged primarily in investing in public and private
securities.
The business address of Georgica is 152 West 57th Street, New York,
New York 10019. Georgica is engaged primarily in investing in public and private
securities.
Neither WaterView Management nor Georgica has been convicted in any
criminal proceeding, nor has either been a party to any civil proceeding
commenced before a judicial or administrative body of competent jurisdiction as
a result of which either was or is now 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.
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WaterView Partners paid an aggregate of approximately $17,732,250 for
the 958,500 ADS purchased by it. D&DF paid an aggregate of approximately
$767,750 for the 41,500 ADS purchased by it. All funds used to purchase ADS on
behalf of WaterView Partners and D&DF have come directly from the assets of
WaterView Partners or D&DF, respectively.
Georgica paid an aggregate of approximately $9,250,000 for the 500,000
ADS purchased by it. All funds used to purchase ADS by Georgica have come
directly from the assets of the accounts managed by Georgica.
Item 4. Purpose of Transaction.
----------------------
The acquisition of ADS referred to in Item 5 is for investment
purposes. Neither WaterView Management nor Georgica has any present plans or
intentions which relate to or would result in any of the transactions required
to be described in Item 4 of Schedule 13D.
Item 5. Interest in Securities of the Issuer.
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Based upon the Company's most recent filing with the Securities and
Exchange Commission, there were 9,700,000 issued and outstanding class A shares
outstanding.
As of April 14, 2000, WaterView Partners was the holder of 958,500 ADS
and D&DF was the holder of 41,500 ADS. WaterView Management possesses sole power
to vote and direct the disposition of all ADS held by WaterView Partners and
D&DF.
As of April 14, 2000, Georgica was the holder of 500,000 ADS and had
sole power to vote and direct the disposition of all such ADS.
WaterView and Georgica may from time to time act together with respect
to the acquiring, holding, voting or disposing of ADS. In addition, the sole
managing member of Georgica is one of three managing members of WaterView
Management. Thus, for the purposes of Reg. Section 240.13d-3, each of WaterView
Management and Georgica is deemed to beneficially own 1,500,000 ADS, or 15.5% of
the Class A shares deemed issued and outstanding, as of April 14, 2000.
During the sixty days prior to April 14, 2000, there were no
transactions in ADS, or class A common stock, by WaterView Management, Georgica
or any person or entity controlled by either of them or any person or entity for
which either of them possesses voting or investment control over the securities
thereof. Information with respect to the April 14, 2000 purchases by WaterView
Management and Georgica is as follows (each of which was effected by the
purchase of ADS in the Company's secondary public offering conducted on April
14, 2000):
<PAGE>
I. WaterView Partners, L.P.
(Purchases)
Date Quantity Price
April 14, 2000 958,500 $18.50
(Sales)
None
II. D&DF WaterView Partners, L.P.
(Purchases)
Date Quantity Price
April 14, 2000 41,500 $18.50
(Sales)
None
III. Georgica Advisors LLC
(Purchases)
Date Quantity Price
April 14, 2000 500,000 $18.50
(Sales)
None
<PAGE>
Item 6. Contracts, Arrangements, Understandings or Relationships With Respect
to Securities of the Issuer.
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Except for the relationship between WaterView Management and Georgica
described in Item 5, no contracts, arrangements, understandings or similar
relationships exist with respect to the securities of the Company between the
persons named in Item 2 and any other person.
Item 7. Material to be Filed as Exhibits.
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10(a) Joint Filing Agreement dated as of November 14, 2000 by and between
WaterView Capital Management LLC and Georgica Advisors LLC.
<PAGE>
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.
November 14, 2000
WaterView Capital Management LLC, in
its capacity as the general partner
of WaterView Partners, L.P. and D&DF
WaterView Partners, L.P.
By: /s/ Augustus K. Oliver
______________________
Augustus K. Oliver
Managing Member
Georgica Advisors LLC
By: /s/ Richard Reiss, Jr.
______________________
Richard Reiss, Jr.
Managing Member
Attention: Intentional misstatements or omissions of fact constitute
Federal criminal violations (See, 18 U.S.C. 1001).
<PAGE>
EXHIBIT INDEX
Exhibit No. Exhibit Name
10(a) Joint Filing Agreement dated as of
November 14, 2000 by and between
WaterView Capital Management LLC
and Georgica Advisors LLC.
<PAGE>
Exhibit 10(a)
JOINT FILING AGREEMENT
The undersigned agree that this Schedule 13D filing herewith relating
to the American Depositary Shares, each representing one class A share of common
stock, of Tricom, S.A. is filed jointly on behalf of each of the undersigned
pursuant to Rule 13d-1(k).
WaterView Capital Management LLC
By: /s/ Augustus K. Oliver
______________________
Augustus K. Oliver
Managing Member
Georgica Advisors LLC
By: /s/ Richard Reiss, Jr.
_________________________
Richard Reiss, Jr.
Managing Member
Dated: November 14, 2000
