SCHEDULE 13D
Amendment No. 1
Electronic Retailing Systems
common stock
Cusip # 285825105
Filing Fee: No
Cusip # 285825105
Item 1: Fidelity International Limited
Item 4: PF
Item 6: Bermuda
Item 7: 2,099,000
Item 8: None
Item 9: 2,099,000
Item 10: None
Item 11: 2,099,000
Item 13: 10.08%
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.
Item 1. Security and Issuer.
This statement relates to shares of the Common Stock, $0.01
par value (the "Shares") of Electronic Retailing Systems, a
Delaware corporation (the "Company"). The principal executive
offices of the Company are located at 372 Danbury Road, Wilton,
CT 06897.
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"). 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.
The Shares to which this statement relates are owned
directly and by Fidelity International Limited, through its
subsidiaries and affiliates.
The name, residence or business address, principal
occupation or employment and citizenship of each of the executive
officers and directors of Fidelity International Limited 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 2,219,000 Shares for cash in
the amount of approximately $5,031,445, 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 120,000 Shares
sold aggregated approximately $315,190. The attached Schedule B
sets forth Shares purchased and/or sold since July 19, 1996.
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.
(a) FIL beneficially owns, as investment adviser or the
parent of the investment adviser to the International Funds and
accounts, 2,099,000 Shares, or approximately 10.08% of the
outstanding Shares of the Company. Neither FIL, nor any of its
affiliates nor, to the best knowledge of FIL, any of the persons
name in Schedule A hereto, beneficially owns any other Shares.
The combined holdings of FIL are 2,099,000 Shares, or
approximately 10.08% 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 2,099,000 Shares
held by the International Funds and the International Pension
Accounts. FIL has the sole power to vote 2,099,000 shares and
the sole power to dispose of 2,099,000 shares.
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 International Funds 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.
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: September 5, 1996 By /s/Arthur
Loring
Arthur Loring
Attorney-in-Fact
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 President-Fidelity
London, England International Ltd.
EC3R 8LL
William L. Byrnes Director Vice Chairman-
82 Devonshire Street FMR Corp.
Boston, MA 02109
Simon Haslam Chief Financial Officer CFO-Fidelity
Oakhill House International
Limited
130 Tonbridge Road
Hildenborough, Kent,
TN119DZ
Charles T. M. Collis Director, & V.P.
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 HM 670 President-Fidelity
Hamilton, Bermuda Bermuda, a division
of Fidelity
International Ltd.
Brett P. Goodin Company Secretary Company Secretary
and Chief
P.O. Box HM 670 Legal Officer-
Fidelity International
Hamilton, Bermuda Limited
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
Electronic Retailing Systems
Two International Account(s) sold Shares since July 19, 1996 at
the dates and at the prices set forth below. The transactions
were made for cash in open market transactions.
DATE SHARES PRICE
08-05-96 80,000 $2.61
08-09-96 40,000 2.66
