SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934 (Amendment No. )*
MIH Limited
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(Name of Issuer)
Class A Ordinary Shares (no par value)
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(Title of Class of Securities)
G6116R10
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(CUSIP Number)
Stephen G.J. Pacak
Naspers Limited
40 Heerengracht
Cape Town
8001
South Africa
27 (0)21 406-2121
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(Name, Address and Telephone Number of Person Authorized to Receive Notices and
Communications)
April 6, 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 13G to
report the acquisition that is the subject of this Schedule 13D, and is filing
this schedule because of ss.ss. 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 Rule 240.13d-7 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 and
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. G6116R10
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1. NAME OF REPORTING PERSON
I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Naspers Limited
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2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a) [_]
(b) [_]
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3. SEC USE ONLY
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4. SOURCE OF FUNDS
WC, OO
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5. CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO
ITEMS 2(d) OR 2(e) [_]
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6. CITIZENSHIP OR PLACE OF ORGANIZATION
South Africa
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7. SOLE VOTING POWER
NUMBER OF 32,790,653*
SHARES -----------------------------------------------------------
8. SHARED VOTING POWER
BENEFICIALLY
0
OWNED BY
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EACH 9. SOLE DISPOSITIVE POWER
REPORTING 32,790,653*
PERSON -----------------------------------------------------------
10. SHARED DISPOSITIVE POWER
WITH
0
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11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
32,790,653*
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12. CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES [_]
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13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
61.6%**
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14. TYPE OF REPORTING PERSON
CO
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* Represents 30,787,319 shares issuable upon conversion of 30,787,319
Class B Ordinary Shares of MIH Limited beneficially owned by MIH
(BVI) Limited, an indirect subsidiary of Naspers Limited, and
2,003,334 shares of Class A Ordinary Shares of MIH Limited directly
owned by Naspers Limited.
** Based on 53,251,775 Class A Ordinary Shares of MIH Limited
outstanding (assuming conversion of 30,787,319 Class B Ordinary
Shares into an equal number of Class A Ordinary Shares) as of March
31, 2000.
<PAGE>
Item 1. Security and Issuer
This statement relates to the Class A Ordinary Shares, no par value (the
"Class A Shares"), of MIH Limited, a corporation organized under the laws of
the British Virgin Islands. The principal executive offices of MIH Limited are
located at Jupiterstraat 13-15, 2132 HC Hoofddorp, The Netherlands.
Item 2. Identity and Background
(a)-(c), (f) This statement is being filed by Naspers Limited, a company
organized under the laws of South Africa ("Naspers"). The principal office and
business address of Naspers is 40 Heerengracht, Cape Town, 8001, South Africa.
Naspers is an integrated, multinational media business with a focus on
electronic media, technology and the Internet, and the continuing development
of its newspaper, magazine, book publishing and education divisions.
The names of the directors and executive officers of Naspers and their
respective business addresses, citizenship and present principal occupations
or employment, as well as the names, principal businesses and addresses of any
corporations and other organizations in which such employment is conducted,
are set forth on Schedule I, which Schedule is incorporated herein by
reference.
Other than executive officers and directors, to the best of Naspers's
knowledge, there are no persons controlling or ultimately in control of
Naspers.
(d)-(e) Neither Naspers nor, to the best of Naspers's knowledge, any of
the persons listed in Schedule I has, during the last five years, been
convicted in a criminal proceeding (excluding traffic violations or similar
misdemeanors). Neither Naspers nor, to the best of its knowledge, any of the
persons listed in Schedule I has, during the last five years, been a party to
a civil proceeding of a judicial or administrative body of competent
jurisdiction and as a result of such proceeding was or is 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
Pursuant to an agreement dated March 24, 2000, as amended, between
Naspers and Johnnies Industrial Corporation Limited (the "Purchase
Agreement"), on April 6, 2000, Naspers acquired beneficial ownership of
2,003,334 Class A Shares of MIH Limited from a wholly owned subsidiary of
Johnnies Industrial Corporation Limited at an average purchase price of $73.33
per share. The Class A Shares were purchased with funds derived from a
combination of Naspers's working capital and the proceeds of a recent sale by
Naspers of shares it held in M-Cell Limited, a South African publicly traded
company. No part of the purchase price is or will be represented by funds or
other consideration borrowed or otherwise obtained for the purpose of
acquiring, holding, trading or voting the securities.
Item 4. Purpose of Transaction
Naspers has acquired the Class A Shares for the purpose of increasing its
investment in MIH Limited and not with the present intention of acquiring
additional control of MIH Limited's business. As of the date of this Schedule
13D, Naspers does not have any plans or proposals with respect to MIH Limited
that relate to or could result in:
(a) the acquisition by any person of additional securities of MIH
Limited, or the disposition of securities of MIH Limited;
(b) an extraordinary corporate transaction, such as a merger,
reorganization or liquidation, involving MIH Limited or any of its
subsidiaries;
(c) a sale or transfer of a material amount of assets of MIH Limited or
any of its subsidiaries;
(d) any change in the present board of directors or management of MIH
Limited, including any plans or proposals to change the number or term of
directors or to fill any existing vacancies on the board;
<PAGE>
(e) any material change in the present capitalization or dividend policy
of MIH Limited;
(f) any other material change in MIH Limited's business or corporate
structure;
(g) changes in MIH Limited's charter, bylaws or instruments corresponding
thereto or other actions which may impede the acquisition of control of MIH
Limited by any person;
(h) causing a class of securities of MIH Limited to be delisted from a
national securities exchange or to cease to be authorized to be quoted in an
inter-dealer quotation system of a registered national securities association;
(i) a class of equity securities of MIH Limited becoming eligible for
termination of registration pursuant to Section 12(g)(4) of the Act; or
(j) any action similar to any of those enumerated above.
Item 5. Interest in Securities of the Issuer
(a) Naspers beneficially owns 32,790,653 of MIH Limited's Class A Shares,
representing (1) 30,787,319 shares issuable upon conversion of 30,787,319
Class B Ordinary Shares of MIH Limited beneficially owned by MIH (BVI)
Limited, an indirect subsidiary of Naspers, and (2) 2,003,334 Class A Shares
directly owned by Naspers. The percentage of MIH Limited's Class A Shares
beneficially owned by Naspers is 61.6%, which is based on 53,251,775 Class A
Shares outstanding (assuming the conversion of 30,787,319 Class B Ordinary
Shares into an equal number of Class A Shares) as of March 31, 2000.
To the best knowledge of Naspers, none of the persons listed on Schedule
I beneficially owns any ordinary shares of MIH Limited.
(b) Naspers has the sole power to vote or to direct the vote and the sole
power to dispose or to direct the disposition of the 32,790,653 Class A
Shares, assuming the conversion of the 30,787,319 Class B Ordinary Shares.
To the best knowledge of Naspers, none of the persons listed on Schedule
I possess voting or dispositive power over any ordinary shares of MIH Limited.
(c) Neither Naspers nor, to the best of its knowledge, any of the persons
listed in Schedule I has effected any transactions in the ordinary shares of
MIH Limited during the past 60 days, other than, in the case of Naspers, those
described in this Schedule 13D.
(d) Not applicable.
(e) Not applicable.
Item 6. Contracts, Arrangements, Understandings or Relationships with Respect to
Securities of the Issuer
Other than the Purchase Agreement described in Item 3 of this Schedule
13D, neither Naspers nor, to the best of its knowledge, any of the persons
listed on Schedule I has any contract, arrangement, understanding or
relationship (legal or otherwise) with any person with respect to any
securities of the issuer, including, but not limited to, the transfer or
voting of any of the securities, finder's fees, joint ventures, loan or option
arrangements, put 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.
<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.
Date: April 18, 2000
NASPERS LIMITED
by
/s/ Stephen G.J. Pacak
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Name: Stephen G.J. Pacak
Title: Executive Director
<PAGE>
SCHEDULE I
DIRECTORS AND EXECUTIVE OFFICERS OF NASPERS LIMITED
The names, citizenships, present principal occupations and business
addresses of the directors and executive officers of Naspers are set forth
below. All addresses are located in South Africa.
I. Directors Citizenship Present Principal Business Address
Occupation
T Vosloo South Chairman 40 Heerengracht
African Cape Town 8001
LM Taunyane South Teacher 17 7th Ave.
African Alexandra 2090
JF Malherbe South Attorney BP Centre
African Thlbaultplein
Cape Town 8001
LN Jonker South Wine Farmer Weltevrede
African Wynlandgoed
Bonnievale 6730
JP Bekker South Managing 40 Heerengracht
African Director Cape Town 8001
NP van Heerden South Director Piling Place
African 5 Eton Road
Parktown 2193
MJ de Vries South Director 57 van der Stel St.
African Stellenbosch 7600
SJZ Pacak South Chartered 40 Heerengracht
African Accountant Cape Town 8001
JP de Lange South Director of 9 Renaissance
African companies Soetdoring Street
Warmbaths 0480
BJ van der Ross South Director of 4 Schilpadvlei Road
African companies Constantia 7700
JJM van Zyl South Engineer Koh-Noorgebou
African 82 Hoof Road
Claremont 7700
JduT Stofberg South Chartered 251 Oak Avenue
African Accountant Randburg 2194
E Botha South Professor 34 Amos Street
African Colbyn, Pretoria
0001
GJ Gerwel South Professor 22 Jasmyn Road
African Belhar 7493
<PAGE>
II. Executive Citizenship Present Principal Business Address
Officers Occupation
JP Bekker South Managing Director 40 Heerengracht
African Cape Town 8001
George Coetzee South Chief Executive, 40 Heerengracht
African Personnel; Group Cape Town 8001
Secretary
Fred Daniels South General Manager, 40 Heerengracht
African Information Cape Town 8001
Service and
Technology
Salie de Swardt South Chief Executive, 40 Heerengracht
African National Magazines Cape Town 8001
Gerrie de Villiers South General Manager, 8th Floor, General
African National Private Accidents Insurance
Colleges Bld, Cnr. Simmonds
& Jorissen Streets
Braamfontein 2001
Jan Malherbe South Chief Executive, 40 Heerengracht
African National Cape Town 8001
Newspapers
SJZ Pacak South Executive Director 40 Heerengracht
African Cape Town 8001
Anet Pienaar South Head of 40 Heerengracht
African Corporation Cape Town 8001
Communications
Helgaard Raubenheimer South Chief Executive, 40 Heerengracht
African Nasionale Cape Town 8001
Boekhandel
Conrad Sidego South Senior General 40 Heerengracht
African Manager, Strategic Cape Town 8001
Planning
