SCHEDULE 13G
Amendment No. 4
Vodafone Group Plc
American Depositary Receipt
Cusip # 92857T107
Cusip # 92857T107
Item 1: Reporting Person - FMR Corp.
Item 4: Commonwealth of Massachusetts
Item 5: 268,250
Item 6: 27,500
Item 7: 10,673,010
Item 8: 27,500
Item 9: 10,703,510
Item 11: 20.49%
Item 12: HC
Cusip # 92857T107
Item 1: Reporting Person - Edward C. Johnson 3d
Item 4: United States of America
Item 5: 55,500
Item 6: 27,500
Item 7: 10,673,010
Item 8: 27,500
Item 9: 10,703,510
Item 11: 20.49%
Item 12: IN
Cusip # 92857T107
Item 1: Reporting Person - Abigail P. Johnson
Item 4: United States of America
Item 5: None
Item 6: None
Item 7: 10,673,010
Item 8: None
Item 9: 10,703,510
Item 11: 20.49%
Item 12: IN
SCHEDULE 13G - TO BE INCLUDED IN STATEMENTS
FILED PURSUANT TO RULE 13d-1(b) or 13d-2(b)
Item 1(a). Name of Issuer:
Vodafone Group Plc
Item 1(b). Name of Issuer's Principal Executive Offices:
The Courtyard 2-4 London Rd., Newbury
Berkshire RG14 1JX, United Kingdom
Item 2(a). Name of Person Filing:
FMR Corp.
Item 2(b). Address or Principal Business Office or, if None, Residence:
82 Devonshire Street, Boston, Massachusetts 02109
Item 2(c). Citizenship:
Not applicable
Item 2(d). Title of Class of Securities:
American Depositary Receipt
Item 2(e). CUSIP Number:
92857T107
Item 3. This statement is filed pursuant to Rule 13d-1(b) or 13d-2(b) and the
person filing, FMR Corp., is a parent holding company in accordance
with Section 240.13d-1(b)(ii)(G). (Note: See Item 7).
Item 4. Ownership
(a) Amount Beneficially Owned:
10,703,510
(b) Percent of Class:
20.49%
(c) Number of shares as to which such person has:
(i) sole power to vote or to direct the vote:
268,250
(ii) shared power to vote or to direct the vote:
27,500
(iii) sole power to dispose or to direct the disposition of:
10,673,010
(iv) shared power to dispose or to direct the disposition of:
27,500
Item 5. Ownership of Five Percent or Less of a Class.
Not applicable.
Item 6. Ownership of More than Five Percent on Behalf of Another Person.
Various persons have the right to receive or the power to
direct the receipt of dividends from, or the proceeds from the
sale of, the American Depositary Receipt of Vodafone Group Plc.
The interest of one person, Fidelity Advisor Growth
Opportunities Fund, an investment company registered under the
Investment Company Act of 1940, in the American Depositary
Receipt of Vodafone Group Plc, amounted to 4,232,300 American
Depositary Receipts or 8.10% of the total outstanding American
Depositary Receipt at February 28, 1998.
Item 7. Identification and Classification of the Subsidiary Which Acquired
the Security Being Reported on By the Parent Holding Company.
See attached Exhibit(s) A, B, and C.
Item 8. Identification and Classification of Members of the Group.
Not applicable, see attached Exhibit A.
Item 9. Notice of Dissolution of Group.
Not applicable.
Item 10. Certification.
By signing below I certify that, to the best of my knowledge
and belief, the securities referred to above were acquired in
the ordinary course of business and were not acquired for the
purpose of and do not have the effect of changing or
influencing the control of the issuer of such securities and
were not acquired in connection with or as a participant in any
transaction having such purpose or effect.
Signature
After reasonable inquiry and to the best of my knowledge and
belief, I certify that the information set forth in this
Schedule 13G in connection with FMR Corp.'s beneficial
ownership of the American Depositary Receipt of Vodafone Group
Plc at February 28, 1998 is true, complete and correct.
March 10, 1998
Date
/s/Eric D. Roiter
Signature
Eric D. Roiter
Duly authorized under Power of
Attorney
dated December 30, 1997, by
and on behalf
of FMR Corp. and its direct
and indirect
subsidiaries
SCHEDULE 13G - TO BE INCLUDED IN STATEMENTS
FILED PURSUANT TO RULE 13d-1(b) or 13d-2(b)
Pursuant to the instructions in Item 7 of Schedule 13G, Fidelity
Management & Research Company ("Fidelity"), 82 Devonshire Street, Boston,
Massachusetts 02109, a wholly-owned subsidiary of FMR Corp. and an investment
adviser registered under Section 203 of the Investment Advisers Act of 1940,
is the beneficial owner of 10,416,760 American Depositary Receipts or 19.94%
of the American Depositary Receipt outstanding of Vodafone Group Plc ("the
Company") as a result of acting as investment adviser to various investment
companies registered under Section 8 of the Investment Company Act of 1940,
and as a result of acting as sub-adviser to Fidelity American Special
Situations Trust ("FASST").
FASST is a unit trust established and authorized by the Department of
Trade and Industry under the laws of England. The investment adviser of FASST
is Fidelity Investment Services Limited, an English company and a subsidiary
of Fidelity International Limited ("FIL").
The ownership of one investment company, Fidelity Advisor Growth
Opportunities Fund, amounted to 4,232,300 American Depositary Receipts or
8.10% of the American Depositary Receipt outstanding. Fidelity Advisor Growth
Opportunities Fund has its principal business office at 82 Devonshire Street,
Boston, Massachusetts 02109.
Edward C. Johnson 3d, FMR Corp., through its control of Fidelity, and the
funds each has sole power to dispose of the 10,404,760 American Depositary
Receipts owned by the Funds.
Neither FMR Corp. nor Edward C. Johnson 3d, Chairman of FMR Corp., has
the sole power to vote or direct the voting of the American Depositary
Receipts owned directly by the Fidelity Funds, which power resides with the
Funds' Boards of Trustees. Fidelity carries out the voting of the American
Depositary Receipts under written guidelines established by the Funds' Boards
of Trustees.
FIL, FMR Corp., through its control of Fidelity, and FASST each has sole
power to vote and to dispose of the 12,000 American Depositary Receipts held
by FASST.
Fidelity Management Trust Company, 82 Devonshire Street, Boston,
Massachusetts 02109, a wholly-owned subsidiary of FMR Corp. and a bank as
defined in Section 3(a)(6) of the Securities Exchange Act of 1934, is the
beneficial owner of 193,350 American Depositary Receipts or 0.37% of the
American Depositary Receipt outstanding of the Company as a result of its
serving as investment manager of the institutional account(s).
Edward C. Johnson 3d and FMR Corp., through its control of Fidelity
Management Trust Company, each has sole voting and dispositive power over
193,350 American Depositary Receipts American Depositary Receipt owned by the
institutional account(s) as reported above.
Members of the Edward C. Johnson 3d family and trusts for their benefit
are the predominant owners of Class B shares of common stock of FMR Corp.,
representing approximately 49% of the voting power of FMR Corp. Mr. Johnson
3d owns 12.0% and Abigail Johnson owns 24.5% of the aggregate outstanding
voting stock of FMR Corp. Mr. Johnson 3d is Chairman of FMR Corp. and Abigail
P. Johnson is a Director of FMR Corp. The Johnson family group and all other
Class B shareholders have entered into a shareholders' voting agreement under
which all Class B shares will be voted in accordance with the majority vote of
Class B shares. Accordingly, through their ownership of voting common stock
and the execution of the shareholders' voting agreement, members of the
Johnson family may be deemed, under the Investment Company Act of 1940, to
form a controlling group with respect to FMR Corp. The number of American
Depositary Receipt of the Company reported herewith includes 86,000 American
Depositary Receipts or 0.16% of American Depositary Receipt owned directly by
Edward C. Johnson 3d or in trusts for the benefit of Edward C. Johnson 3d or
an Edward C. Johnson 3d family member for which Edward C. Johnson 3d serves as
trustee.
Edward C. Johnson 3d has sole voting and dispositive power over 55,500
American Depositary Receipts, shared voting and dispositive power over 27,500
American Depositary Receipts, and no voting or dispositive power over 3,000
shares.
Fidelity International Limited, Pembroke Hall, 42 Crowlane, Hamilton,
Bermuda, and various foreign-based subsidiaries provide investment advisory
and management services to a number of non-U.S. investment companies (the
"International Funds") and certain institutional investors. Fidelity
International Limited is the beneficial owner of 19,400 American Depositary
Receipts or 0.04% of the American Depositary Receipt outstanding of the
Company, which includes 12,000 shares or 0.02% of the American Depositary
Receipt outstanding of the Company owned by FASST. Additional information
with respect to the beneficial ownership of Fidelity International Limited is
shown on Exhibit B, page 10.
SCHEDULE 13G - TO BE INCLUDED IN STATEMENTS
FILED PURSUANT TO RULE 13d-1(b) or 13d-2(b)
Pursuant to instructions in Item 7 of Schedule 13G, this Exhibit has been
prepared to identify Fidelity International Limited, Pembroke Hall, 42 Crow
Lane, Hamilton, Bermuda, a Bermudan joint stock company incorporated for an
unlimited duration by private act of the Bermuda Legislature (FIL) and an
investment adviser to various investment companies (the "International Funds")
and certain institutional investors, as a beneficial owner of the 19,400
American Depositary Receipts or 0.04% of the American Depositary Receipt
outstanding of Vodafone Group Plc, which includes 12,000 shares or 0.02% of
the American Depositary Receipt outstanding of the Company owned by FASST.
Prior to June 30, 1980, FIL was a majority-owned subsidiary of Fidelity
Management & Research Company (Fidelity), a wholly-owned subsidiary of FMR
Corp. On that date, the shares of FIL held by Fidelity were distributed, as a
dividend, to the shareholders of FMR Corp. FIL currently operates as an
entity independent of FMR Corp. and Fidelity. The International Funds and
FIL's other clients, with the exception of Fidelity and an affiliated company
of Fidelity, are non-U.S. entities.
A partnership controlled by Edward C. Johnson 3d and members of his
family owns shares of FIL voting stock with the right to cast approximately
39.89% of the total votes which may be cast by all holders of FIL voting
stock. Mr. Johnson 3d is Chairman of FMR Corp. and FIL. FMR Corp. and FIL
are separate and independent corporate entities, and their Boards of Directors
are generally composed of different individuals. Other than when one serves
as a sub adviser to the other, their investment decisions are made
independently, and their clients are generally different organizations.
FMR Corp. and FIL are of the view that they are not acting as a "group"
for purposes of Section 13(d) under the Securities Exchange Act of 1934 (the
"1934" Act) and that they are not otherwise required to attribute to each
other the "beneficial ownership" of securities "beneficially owned" by the
other corporation within the meaning of Rule 13d-3 promulgated under the 1934
Act. Therefore, they are of the view that the American Depositary Receipts
held by the other corporation need not be aggregated for purposes of Section
13(d). However, FMR Corp. is making this filing on a voluntary basis as if all
of the American Depositary Receipts are beneficially owned by FMR Corp. and
FIL on a joint basis.
FIL may continue to have the International Funds or other accounts
purchase American Depositary Receipts subject to a number of factors,
including, among others, the availability of American Depositary Receipts for
sale at what FIL considers to be reasonable prices and other investment
opportunities that may be available to the International Funds.
FIL intends to review continuously the equity position of the
International Funds and other accounts in the Company. Depending upon its
future evaluations of the business and 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, FIL may determine to
cease making additional purchases of American Depositary Receipts or to
increase or decrease the equity interest in the Company by acquiring
additional American Depositary Receipts, or by disposing of all or a portion
of the American Depositary Receipts.
FIL does not have a present plan or proposal which relates to or would
result in (i) an extraordinary corporate transaction, such as a merger,
reorganization, liquidation, or sale or transfer of a material amount of
assets involving the Company or any of its subsidiaries, (ii) any change in
the Company's present Board of Directors or management, (iii) any material
changes in the Company's present capitalization or dividend policy or any
other material change in the Company's business or corporate structure, (iv)
any change in the Company's charter or by-laws, or (v) the Company's common
stock becoming eligible for termination of its registration pursuant to
Section 12(g)(4) of the 1934 Act.
FIL has the sole power to vote and the sole power to dispose of 7,400
shares. FIL, FMR Corp., through its control of Fidelity, and FASST each has
sole power to vote and to dispose of the 12,000 American Depositary Receipts
held by FASST.
SCHEDULE 13G - TO BE INCLUDED IN STATEMENTS
FILED PURSUANT TO RULE 13d-1(b) or 13d-2(b)
RULE 13d-1(f)(1) AGREEMENT
The undersigned persons, on March 10, 1998, agree and consent to the
joint filing on their behalf of this Schedule 13G in connection with their
beneficial ownership of the American Depositary Receipt of Vodafone Group Plc
at February 28, 1998.
FMR Corp.
By /s/Eric D. Roiter
Eric D. Roiter
Duly authorized under Power of
Attorney
dated December 30, 1997, by
and on behalf
of FMR Corp. and its direct
and indirect subsidiaries
Edward C. Johnson 3d
By /s/Eric D. Roiter
Eric D. Roiter
Duly authorized under Power of
Attorney
dated December 30, 1997, by
and on behalf
of Edward C. Johnson 3d
Abigail P. Johnson
By /s/Eric D. Roiter
Eric D. Roiter
Duly authorized under Power of
Attorney
dated December 30, 1997, by
and on behalf
of Abigail P. Johnson
Fidelity Management & Research Company
By /s/Eric D. Roiter
Eric D. Roiter
V.P. and General Counsel
Fidelity Advisor Growth Opportunities Fund
By /s/Eric D. Roiter
Eric D. Roiter
Secretary
