SCHEDULE 13D
Amendment No. 3
Toolex International NV
ordinary shares
Cusip # N8715N103
Cusip # N8715N103
Item 1: Reporting Person - FMR Corp. - (Tax ID: 04-2507163)
Item 4: PF
Item 6: Commonwealth of Massachusetts
Item 7: None
Item 8: None
Item 9: 187,400
Item 10: None
Item 11: 2,139,585
Item 13: 7.84%
Item 14: HC
PREAMBLE
The filing of this Schedule 13D is not, and should not be
deemed to be, an admission that such Schedule 13D is required to
be filed. See the discussion under Item 2.
Item 1. Security and Issuer.
This statement relates to shares of the ordinary shares,
$0.01 par value (the "Shares") of Toolex International NV, a
Netherlands corporation (the "Company"). The principal executive
offices of the Company are located at Strawinskylaan 2001, 1077
ZZ Amsterdam The Netherlands.
Item 2. Identity and Background.
Item 2 is amended as follows:
This statement is being filed by FMR Corp., a Massachusetts
Corporation ("FMR"). A separate Schedule 13D is being filed by
Fidelity International Limited, a Bermuda joint stock company
incorporated for an unlimited duration by private act of the
Bermuda legislature ("FIL"). FMR is a holding company one of
whose principal assets is the capital stock of a wholly-owned
subsidiary, Fidelity Management & Research Company ("Fidelity"),
which is also a Massachusetts corporation. Fidelity is an
investment advisor which is registered under Section 203 of the
Investment Advisors Act of 1940 and which provides investment
advisory services to more than 30 investment companies which are
registered under Section 8 of the Investment Company Act of 1940
and serves as investment advisor to certain other funds which are
generally offered to limited groups of investors (the "Fidelity
Funds"). Various directly or indirectly held subsidiaries of FMR
are also engaged in investment management, venture capital asset
management, securities brokerage, transfer and shareholder
servicing and real estate development. The principal offices of
FMR and Fidelity are located at 82 Devonshire Street, Boston,
Massachusetts 02109.
FIL is an investment adviser which provides investment
advisory and management services to a number of non-U.S.
investment companies or instrument trusts (the "International
Funds") and certain institutional investors. Prior to June 30,
1980, FIL was a majority-owned subsidiary of Fidelity. On that
date, the shares of FIL held by Fidelity were distributed, as a
dividend, to the shareholders of FMR. FIL currently operates as
an entity independent of FMR and Fidelity, with certain common
shareholders. The International Funds and FIL's other clients,
with the exception of Fidelity and an affiliate of Fidelity, are
non-U.S. entities. Various foreign-based subsidiaries of FIL are
also engaged in investment management. The principal office of
FIL is located at Pembroke Hall, 42 Crow Lane, Hamilton, Bermuda.
Members of the Edward C. Johnson 3d family are the
predominant owners of Class B shares of common stock of FMR
representing approximately 49% of the voting power of FMR. Mr.
Johnson 3d owns 12.0% and Abigail Johnson owns 24.5% of the
aggregate outstanding voting stock of FMR. Mr. Johnson 3d is the
Chairman of FMR. 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. The business address and
principal occupation of Mr. Johnson 3d is set forth in Schedule A
hereto.
The Shares to which this statement relates are owned
directly by one of the Fidelity Funds, and by Fidelity
International Limited, through its subsidiaries and affiliates.
FMR 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 Shares
held by the other corporations need not be aggregated for
purposes of Section 13(d). However, FMR is making this filing on
a voluntary basis as if all of the Shares are beneficially owned
by FMR and FIL on a joint basis.
The name, residence or business address, principal
occupation or employment and citizenship of each of the executive
officers and directors of FMR are set forth in Schedule A hereto.
Within the past five years, none of the persons named in
this Item 2 or listed on Schedule A has been convicted in any
criminal proceeding (excluding traffic violations or similar
misdemeanors) or has been a party to any civil proceeding and as
a result thereof 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 amended as follows:
The Fidelity Funds own 187,400 Shares, the cost of which is
$2,910,044.67. The Fidelity Funds used their own assets in
making such purchase and no part of the purchase price is
represented by borrowed funds. The attached Schedule B sets
forth Shares purchased and/or sold since October 26, 1998.
The International Funds and accounts own 1,952,185 Shares,
the cost of which is $28,290,701.54. The International Funds
used their own assets in making such purchase and no part of the
purchase price is represented by borrowed funds.
Item 4. Purpose of Transaction.
Item 4 is amended as follows:
The purpose of Fidelity in having the Fidelity Funds and the
Accounts purchase Shares (see Item 5 below) is to acquire an
equity interest in the Company in pursuit of specified investment
objectives established by the Board of Trustees of the Fidelity
Funds and by the investors in the Accounts.
Fidelity may continue to have the Fidelity Funds and the
Accounts purchase Shares subject to a number of factors,
including, among others, the availability of Shares of sale at
what they consider to be reasonable prices and other investment
opportunities that may be available to the Fidelity Funds and
Accounts.
Fidelity intends to review continuously the equity position
of the Fidelity Funds and Accounts in the Company. 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 determine to cease making
additional purchases of Shares or to increase or decrease the
equity interest in the Company by acquiring additional Shares, or
by disposing of all or a portion of the Shares.
Fidelity has no present plan or proposal which relates to or
would result in (i) an extraordinary corporate transaction, such
as a merger, reorganization, liquidation, or sale of 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.
Item 5. Interest in Securities of Issuer.
Item 5 is amended as follows:
Although Item 5 assumes that FMR, Fidelity, and FIL
beneficially own all 2,139,585 Shares, reference is made to Item
2 for a disclaimer of beneficial ownership with respect to the
securities which are "beneficially owned" by the other
corporations.
(a) FMR beneficially owns, through Fidelity, as investment
advisor to the Fidelity Funds, 187,400 Shares, or approximately
0.69% of the outstanding Shares of the Company. FIL beneficially
owns, as investment advisor to the International Funds, 1,952,185
Shares, or approximately 7.15% of the outstanding Shares of the
Company. Neither FMR, Fidelity, nor any of its affiliates nor,
to the best knowledge of FMR, any of the persons named in
Schedule A hereto, beneficially owns any other Shares. The
combined holdings of FMR, Fidelity, and FIL are 2,139,585 Shares,
or approximately 7.84% of the outstanding Shares of the Company.
(b) FMR, through is control of Fidelity, investment advisor
to the Fidelity Funds, and the Funds each has sole power to
dispose of the Shares. Neither FMR nor Mr. Johnson has the sole
power to vote or direct the voting of the 187,400 Shares owned
directly by the Fidelity Funds, which power resides with the
Funds' Boards of Trustees. Fidelity carries out the voting of
the Shares under written guidelines established by the Funds'
Board of Trustees.
(c) Except as set forth in Schedule B, neither FMR, or any
of its affiliates, nor, to the best knowledge of FMR, any of the
persons named in Schedule A hereto has effected any transaction
in Shares during the past sixty (60) days.
Item 6. Contract, Arrangements, Understandings or Relationships
With Respect to Securities of the Issuer.
Neither FMR nor any of its affiliates nor, to the best
knowledge of FMR, any of the persons named in Schedule A hereto
has any joint venture, finder's fee, or other contract or
arrangement with any person with respect to any securities of the
Company.
The Funds and Accounts may from time to time own debt
securities issued by the Company or its direct or indirect
subsidiaries, and may from time to time purchase and/or sell such
debt securities.
Item 7. Material to be Filed as Exhibits.
Not Applicable.
This statement speaks as of its date, and no inference
should be drawn that no change has occurred in the facts set
forth herein after the date hereof.
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: February 8, 1999 By: /s/Eric D.
Roiter
Eric D. Roiter
V.P. & General Counsel - FMR Co.
Duly authorized under Powers of
Attorney dated December 30,
1997, by and on behalf of FMR
Corp. and its direct and
indirect subsidiaries
SCHEDULE A
The name and present principal occupation or employment of
each executive officer and director of FMR Corp. 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 &
Director & Chairman
Chairman of the of the Board FMR Co.
Board FMR Corp. FMR (Far East) Inc.
FMR (UK) Inc. & FIL.
J. Gary Burkhead Director and Vice Chairman Director
FMTC of FMR Corp.
Institutional Services Co.
President, FIIS Co.
Inc.
James C. Curvey Director and Vice Chairman, President
and Chief Operating of FMR Corp.
Officer, FMR
William L. Byrnes Director, FMR Corp. Director, Fidelity
International
Ltd.
Abigail P. Johnson Director, FMR Corp. Director, Fidelity
Management
Trust Company;
Senior Vice
President, FMR Co.
George A. Vanderheiden Director, FMR Corp.
Senior Vice President, Fidelity
Management & Research
Company; Senior Vice
President, Fidelity
Management
Trust Company
Stephen P. Jonas Executive Vice President, Executive
Vice President,
Chief Financial Officer, FMR Chief
Financial Officer, FMR
Corp. Corp.
David C. Weinstein Executive Vice President, Executive
Vice President,
Administration and Administration and
Government
Government Affairs, FMR Affairs, FMR
Corp.
Corp.
SCHEDULE B
Toolex International NV
One Fidelity Fund(s) purchased Shares since October 26, 1998 at
the dates and at the prices set forth below. The transactions
were made for cash in open market transactions or with other
investment companies with the same or an affiliated investment
advisor.
DATE SHARES PRICE
10/29/98 100 $9.18890
10/30/98 1,400 9.29096
11/02/98 100 9.36670
11/09/98 500 9.24232
11/10/98 300 9.27997
12/17/98 300 10.40103
12/21/98 100 10.38170
12/23/98 14,500 11.15946
12/24/98 15,100 11.46791
01/22/99 6,200 13.15930
01/25/99 6,500 13.25184
01/26/99 14,000 13.54759
01/27/99 13,300 14.25824
