SCHEDULE 13G
Amendment No. 3
Colt Telecom Group plc
Ordinary Shares
Cusip # G22944121
Cusip # G22944121
Item 1: Reporting Person - FMR Corp. - (Tax ID: 04-2507163)
Item 4: Commonwealth of Massachusetts
Item 5: 363,833,112 ordinary shares (20,363,060 shares issuable upon
conversion of the Junior
Subordinated Debentures)
Item 6: None
Item 7: 363,833,112 ordinary shares (20,363,060 shares issuable upon
conversion of the Junior
Subordinated Debentures)
Item 8: None
Item 9: 363,833,112 ordinary shares (20,363,060 shares issuable upon
conversion of the Junior
Subordinated Debentures)
Item 11: 59.23%
Item 12: HC
Cusip # G22944121
Item 1: Reporting Person - Edward C. Johnson 3d
Item 4: United States of America
Item 5: None
Item 6: None
Item 7: 363,833,112 ordinary shares (20,363,060 shares issuable upon
conversion of the Junior
Subordinated Debentures)
Item 8: None
Item 9: 363,833,112 ordinary shares (20,363,060 shares issuable upon
conversion of the Junior
Subordinated Debentures)
Item 11: 59.23%
Item 12: IN
Cusip # G22944121
Item 1: Reporting Person - Abigail P. Johnson
Item 4: United States of America
Item 5: None
Item 6: None
Item 7: 363,833,112 ordinary shares (20,363,060 shares issuable upon
conversion of the Junior
Subordinated Debentures)
Item 8: None
Item 9: 363,833,112 ordinary shares (20,363,060 shares issuable upon
conversion of the Junior
Subordinated Debentures)
Item 11: 59.23%
Item 12: IN
Item 1(a). Name of Issuer:
Colt Telecom Group plc
Item 1(b). Name of Issuer's Principal Executive Offices:
Bishopsgate Court, 4 Norton Folgate
London, E1 6DQ 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:
Ordinary Shares
Item 2(e). CUSIP Number:
G22944121
Item 3. Not applicable
Item 4. Ownership
(a) Amount Beneficially Owned:
363,833,112
(b) Percent of Class:
59.23%
(c) Number of shares as to which such person has:
(i) sole power to vote or to direct the vote:
363,833,112
(ii) shared power to vote or to direct the vote:
None
(iii) sole power to dispose or to direct the disposition of:
363,833,112
(iv) shared power to dispose or to direct the disposition of:
None
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 beneficially own and have the right to receive
or the power to direct the receipt of dividends from, or the
proceeds from the sale of, the ordinary shares of Colt Telecom
Group plc covered by this Schedule 13G.
The interest of Colt Inc. in the ordinary shares of Colt
Telecom Group plc amounted to 167,333,111 shares or 27.24% of
the total ordinary shares deemed to be outstanding at December
31, 1998. The number of ordinary shares also includes
5,263,000 shares that are held by a trust over which Colt Inc.
has voting control, and the power to approve payments made from
the trust, (which must be made pursuant to an employee benefit
plan), and in which Colt Inc. has a residual ownership
interest. Colt Inc. also holds an option to acquire, at a
nominal price, a special share of Colt Telecom Group plc which,
during a period ending on or, in certain cases, before December
31, 2001, will confer on the holder thereof the right, if a
person other than Colt Inc., FMR Corp., Fidelity Investors
Limited Partnership, Fidelity International Limited, or their
affiliates acquires more than 30% of the outstanding shares of
Colt Telecom Group plc to cast a majority of the votes cast at
any of its shareholders meetings.
The interest of Fidelity Investors Limited Partnership
in the ordinary shares of Colt Telecom Group plc amounted to
143,194,691 shares or 23.31% of the total ordinary shares
deemed to be outstanding at December 31, 1998.
The interest of Fidelity International Limited in the
ordinary shares of Colt Telecom Group plc amounted to
32,237,672 shares or 5.25% of the total ordinary shares deemed
to be outstanding at December 31, 1998. The number of ordinary
shares beneficially owned by Fidelity International Limited at
December 31, 1998 included 4,637,672 shares of ordinary shares
resulting from the assumed conversion of the Junior
Subordinated Debentures.
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, and B.
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.
Not applicable.
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 ordinary shares of Colt Telecom Group plc at
December 31, 1998 is true, complete and correct.
February 26, 1999
Date
/s/Frank V. Knox
Signature
Frank V. Knox
Duly authorized under Power of
Attorney by Eric D. Roiter
dated February 24, 1999, by
and on behalf of FMR Corp. and
its direct and indirect
subsidiaries
Colt Inc. ("COLT"), 82 Devonshire Street, Boston, Massachusetts 02109, an
indirect wholly-owned subsidiary of FMR Corp., is the beneficial owner of
167,333,111 ordinary shares or 27.24% of the ordinary shares deemed to be
outstanding of Colt Telecom Group plc ("the Company") .
Edward C. Johnson 3d, Chairman and Chief Executive Officer of FMR Corp.,
and FMR Corp., each may be deemed to have sole power to vote or direct the
vote and to dispose of the 167,333,111 ordinary shares owned by COLT.
Strategic Advisers, Inc. 82 Devonshire Street, Boston, MA 02109, a
wholly-owned subsidiary of FMR Corp. and an investment adviser registered
under Section 203 of the Investment Advisers Act of 1940, provides investment
advisory services to individuals. Strategic Advisers, Inc. has sole voting
and dispositive power over the 21,067,638 ordinary shares. As such, FMR
Corp.'s beneficial ownership includes 21,067,638 shares, or 3.43%, of the
total ordinary shares deemed to be outstanding at December 31, 1998,
beneficially owned through Strategic Advisers, Inc. The number of ordinary
shares beneficially owned by Strategic Advisers, Inc. at December 31, 1998
included 15,725,388 shares of ordinary shares resulting from the assumed
conversion of the Junior Subordinated Debentures.
Fidelity Investors Limited Partnership ("FILP"), 82 Devonshire Street,
Boston, Massachusetts 02109, a Delaware limited partnership, the general
partner of which is owned by, and the limited partners of which are, certain
shareholders and employees of FMR Corp., including Edward C. Johnson 3d, is
the beneficial owner of 143,194,691 ordinary shares or 23.31% of the total
ordinary shares deemed to be outstanding at December 31, 1998.
Members of the Edward C. Johnson 3d family 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.
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 and
certain institutional investors. Fidelity International Limited is also the
beneficial owner of 32,237,672 ordinary shares or 5.25% of the ordinary shares
deemed to be outstanding of the Company. Additional information with respect
to the beneficial ownership of Fidelity International Limited is shown on
Exhibit B, page 10.
This Exhibit has been prepared to identify Fidelity International
Limited, Pembroke Hall, 42 Crow Lane, Hamilton, Bermuda, a Bermudian 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
the beneficial owner of 32,237,672 ordinary shares or 5.25% of the ordinary
shares outstanding of Colt Telecom Group plc, which shares are held for the
account of FIL and not the international funds. The number of ordinary shares
beneficially owned by Fidelity International Limited at December 31, 1998
included 4,637,672 ordinary shares resulting from the assumed conversion of
the Junior Subordinated Debentures.
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
47.22% 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 shares 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 shares are
beneficially owned by FMR Corp. and FIL on a joint basis.
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.
The undersigned persons, on February 26, 1999, agree and consent to the
joint filing on their behalf of this Schedule 13G in connection with their
beneficial ownership of the ordinary shares of Colt Telecom Group plc at
December 31, 1998.
FMR Corp.
By /s/Frank V. Knox
Frank V. Knox
Duly authorized under Power of
Attorney by Eric D. Roiter
dated February 24, 1999, by
and on behalf of FMR Corp. and
its direct and indirect
subsidiaries
Edward C. Johnson 3d
By /s/Frank V. Knox
Frank V. Knox
Duly authorized under Power of
Attorney by Eric D. Roiter
dated February 24, 1999, by
and on behalf of Edward C.
Johnson 3d
Abigail P. Johnson
By /s/Frank V. Knox
Frank V. Knox
Duly authorized under Power of
Attorney by Eric D. Roiter
dated February 24, 1999, by
and on behalf of Abigail P.
Johnson
Colt Inc.
By /s/Lena G. Goldberg
Lena G. Goldberg
Vice President
Fidelity Investors Limited Partnership
By: Fidelity Investors Management, LLC
its General Partner
By /s/Jay Freedman
Jay Freedman
Secretary
Fidelity International Limited
By /s/Frank V. Knox
Frank V. Knox
Duly authorized under Power of
Attorney by Eric D. Roiter
dated February 24, 1999, by
and on behalf of Fidelity
International Limited and its
direct and indirect
subsidiaries
