SCHEDULE 13D
Amendment No. 4
Arethusa Off-Shore Limited
common stock
Cusip # G0460Q108
Filing Fee: No
Cusip # G0460Q108
Item 1: Fidelity International Limited
Item 4: PF
Item 6: Bermuda
Item 7: 193,700
Item 8: None
Item 9: 193,700
Item 10: None
Item 11: 2,746,800
Item 13: 13.51%
Item 14: HC, IA
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 common stock, $0.00
par value (the "Shares") of Arethusa Off-Shore Limited, a Bermuda
corporation (the "Company"). The principal executive offices of
the Company are located at Nautilus House - 82 South Shore,
Warwick, WK 08 Bermuda .
Item 2. Identity and Background.
Item 2 is amended as follows:
This statement 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"). A separate Schedule 13D is being filed by FMR Corp., a
Massachusetts Corporation ("FMR"), with respect to the Shares.
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. The principal office of FIL is
located at Pembroke Hall, 42 Crow Lane, Hamilton, Bermuda.
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 adviser
which is registered under Section 203 of the Investment Advisers
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 adviser to certain other funds which are generally
offered to limited groups of investors (the "Fidelity Funds").
Fidelity Management Trust Company ("FMTC"), a wholly-owned
subsidiary of FMR Corp. and a bank as defined in Section 3(a)(6)
of the Securities Exchange Act of 1934, serves as trustee or
managing agent for various private investment accounts, primarily
employee benefit plans and serves as investment adviser to
certain other funds which are generally offered to limited groups
of investors (the "Accounts"). 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, Fidelity, and FMTC
are located at 82 Devonshire Street, Boston, Massachusetts 02109.
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.
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 Corp.
Mr. Johnson 3d owns 12.0% and Abigail Johnson owns 24.5% of the
aggregate outstanding voting stock of FMR Corp., and Mr. Johnson
3d is Chairman 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.
In addition, a partnership controlled by Mr. Johnson and
members of his family own 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. FMR Corp. and FIL are
managed independently and their boards of Directors are generally
composed of different individuals. Their investment decisions
are made independently, and clients are different organizations.
The business address and principal occupation of Mr. Johnson 3d
is set forth in Schedule A hereto.
Effective July 1, 1993, Fidelity became sub-advisor 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 advisor of FASST is Fidelity Investment Services
Limited, an English company and a subsidiary of FIL.
The Shares to which this statement relates are owned
directly by six of the Fidelity Funds, four of the Accounts,
FASST, 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 International Funds and accounts, which own or owned
Shares, purchased in the aggregate 918,300 Shares for cash in the
amount of approximately $753,899, including brokerage
commissions. The International Funds and accounts used their own
assets in making such purchase and no part of the purchase price
is represented by borrowed funds. Proceeds from 724,600 Shares
sold aggregated approximately $8,313,493. The attached Schedule
B sets forth Shares purchased and/or sold since October 28, 1995.
FASST, which owns or owned Shares, purchased in the
aggregate 25,800 Shares for cash in the amount of approximately
$464,282, including brokerage commissions. FASST used its own
assets in making such purchase and no part of the purchase price
is represented by borrowed funds. Proceeds from 0 Shares sold
aggregated approximately $0. The attached Schedule B sets forth
Shares purchased and/or sold since October 28, 1995.
The Fidelity Funds, which own or owned Shares, purchased in
the aggregate 2,024,400 Shares for cash in the amount of
approximately $41,139,784, including brokerage commissions. The
Fidelity Funds used their own assets in making such purchase and
no part of the purchase price is represented by borrowed funds.
Proceeds from 294,800 Shares sold aggregated approximately
$5,034,442.
The Accounts of FMTC, which own or owned Shares, purchased
in the aggregate 938,300 Shares for cash in the amount of
approximately $17,373,356, including brokerage commissions. The
Accounts used their own assets in making such purchase and no
part of the purchase price is represented by borrowed funds.
Proceeds from 114,800 Shares sold aggregated approximately
$2,371,213.
Item 4. Purpose of Transaction.
Item 4 is amended as follows:
The purpose of FIL or its subsidiaries in having the
International Funds and 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
Directors of the International Funds.
FIL or its subsidiaries may continue to have the
International Funds and accounts purchase Shares subject to a
number of factors, including, among others, the availability of
Shares for sale at what FIL or its subsidiaries considers to be
reasonable prices and other investment opportunities that may be
available to the International Funds and accounts.
FIL and its subsidiaries intend to review continuously the
equity position of the International 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, FIL and its
subsidiaries may determine to cause the International Funds 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.
FIL and its subsidiaries have 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 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.
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 2,746,800 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) FIL beneficially owns, as investment adviser or the
parent of the investment adviser to the International Funds and
accounts, 193,700 Shares, or approximately 0.95% of the
outstanding Shares of the Company. FMR beneficially owns, through
Fidelity, as investment advisor to the Fidelity Funds, 1,729,600
Shares, or approximately 8.51% of the outstanding Shares of the
Company, and through FMTC, the managing agent for the Accounts,
823,500 Shares, or approximately 4.05% of the outstanding Shares
of the Company. Neither FMR, Fidelity, FMTC, nor any of its
affiliates nor, to the best knowledge of FMR, any of the persons
name in Schedule A hereto, beneficially owns any other Shares.
The combined holdings of FMR, Fidelity, FMTC, FASST, and FIL are
2,431,800 Shares, or approximately 11.96% of the outstanding
Shares of the Company.
(b) The International Funds, the International Pension
Accounts and FIL, as investment adviser to the International
Funds and International Pension Accounts, each has the sole power
to vote and the sole power to dispose of the 193,700 Shares held
by the International Funds and the International Pension
Accounts. FIL has the sole power to vote 193,700 shares and the
sole power to dispose of 193,700 shares. FIL, FMR Corp., through
its control of Fidelity, and FASST each has sole power to vote
and to dispose of the 25,800 Shares held by FASST.
Item 6. Contract, Arrangements, Understandings or Relationships
With Respect to Securities of the Issuer.
Neither FIL nor any of its affiliates nor, to the best
knowledge of FIL, 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.
Power of Attorney.
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.
Fidelity International Limited
DATE: December 22, 1995 By /s/Arthur
Loring
Frank V. Knox
Vice President
Ethics & Compliance Officer
Under P/O/A dated 12-14-95
by Arthur S. Loring
SCHEDULE A
POSITION WITH PRINCIPAL
NAME AND ADDRESS INTERNATIONAL OCCUPATION
Edward C. Johnson 3d Director & Chairman
of the Board Chief Executive
82 Devonshire Street Officer-FMR
Corp.
Boston, MA 02109
Barry J. Bateman Director Chief Executive
25 Lovat Lane Officer-Fidelity
London, England International Ltd.
EC3R 8LL
William L. Byrnes Director Vice Chairman-
82 Devonshire Street FMR Corp.
Boston, MA 02109
Martin P. Cambridge Chief Financial Officer CFO-Fidelity
Oakhill House International
Limited
130 Tonbridge Road
Hildenborough, Kent,
TN119DZ
Charles T. M. Collis Director, V.P., &
Secretary Private Attorney
P.O. Box HM 391
Hamilton HMBX, Bermuda
Glen R. Moreno Director Director-Fidelity
25 Lovat Lane International Ltd.
London, England
EC3R 8LL
David J. Saul Director Executive V.P. &
P.O. Box 650 President-Fidelity
Hamilton, Bermuda Bermuda, a division
of Fidelity
International Ltd.
Messrs. Johnson 3d, Byrnes, and Moreno are United States
citizens and Messrs. Cambridge, Collis, Saul, and Bateman are
citizens of the United Kingdom.
SCHEDULE B
Arethusa Off-Shore Limited
One International Account(s) purchased Shares since October 28,
1995 at the dates and at the prices set forth below. The
transactions were made for cash in open market transactions.
DATE SHARES PRICE
11-06-95 10,000 $19.00
SCHEDULE B
Arethusa Off-Shore Limited
One International Account(s) sold Shares since October 28, 1995
at the dates and at the prices set forth below. The transactions
were made for cash in open market transactions.
DATE SHARES PRICE
12-08-95 25,000 $25.38
12-08-95 136,100 25.56
SCHEDULE B
Arethusa Off-Shore Limited
FASST purchased Shares since October 28, 1995 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
11-06-95 10,000 $19.00
