SCHEDULE 13D
Amendment No. 2
Esprit Telecom Group PLC
American Depositary Receipt
Cusip # 29665W104
Cusip # 29665W104
Item 1: Fidelity International Limited
Item 4: PF
Item 6: Bermuda
Item 7: 1,088,100
Item 8: None
Item 9: 1,088,100
Item 10: None
Item 11: 1,088,100
Item 13: 22.91%
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 American Depositary Receipts,
$0.01 par value (the "American Depositary Receipt") of Esprit
Telecom Group PLC, a UK corporation (the "Company"). The
principal executive offices of the Company are located at Minerva
House, Valpy Street, Reading, RG1 1AR United Kingdom.
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.
FMR Corp. ("FMR"), a Massachusetts Corporation 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. Mr.
Johnson 3d owns 12.0% and Abigail Johnson owns 24.5% of the
aggregate outstanding voting stock 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.
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 and FIL. FMR and FIL are separate and
independent corporate entities. FMR 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.
The American Depositary Receipts to which this statement
relates are owned directly 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 American
Depositary Receipts 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 American
Depositary Receipts 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
American Depositary Receipts, purchased in the aggregate
1,249,800 American Depositary Receipts for cash in the amount of
approximately $14,745,497, 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 161,700 American Depositary
Receipts sold aggregated approximately $910,940. The attached
Schedule B sets forth American Depositary Receipts purchased
and/or sold since January 16, 1998.
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 American Depositary
Receipts (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 American Depositary
Receipts subject to a number of factors, including, among others,
the availability of American Depositary Receipts 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 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 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 1,088,310 American Depositary Receipts,
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, 1,088,100 American Depositary Receipts, or
approximately 22.91% of the outstanding American Depositary
Receipts of the Company. Neither FMR, Fidelity, 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 American
Depositary Receipts. The combined holdings of FMR, Fidelity, and
FIL are 1,088,100 American Depositary Receipts, or approximately
22.91% of the outstanding American Depositary Receipts 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 1,088,100 American
Depositary Receipts held by the International Funds and the
International Pension Accounts. FIL has the sole power to vote
1,088,100 American Depositary Receipts and the sole power to
dispose of 1,088,100 American Depositary Receipts.
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.
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: March 26, 1998 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
Fidelity International Limited
and its direct and indirect
subsidiaries
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
Esprit Telecom Group PLC
Three International Account(s) purchased American Depositary
Receipt since January 16, 1998 at the dates and at the prices set
forth below. The transactions were made for cash in open market
transactions.
DATE AMERICAN DEPOSITARY RECEIPT PRICE
06-18-97 2,000 $8.00
06-20-97 2,000 8.00
07-22-97 35,000 7.25
12-11-97 10,000 8.50
12-12-97 3,500 8.6786
12-15-97 18,000 10.1528
02-19-98 2,500 13.75
03-16-98 7,500 17.25
SCHEDULE B
Esprit Telecom Group PLC
Three International Account(s) sold American Depositary Receipt
since January 16, 1998 at the dates and at the prices set forth
below. The transactions were made for cash in open market
transactions.
DATE AMERICAN DEPOSITARY RECEIPT PRICE
08-28-97 1,800 $5.75
09-09-97 1,700 5.75
10-28-97 2,200 4.75
10-29-97 1,000 4.75
10-30-97 2,500 5.00
10-31-97 13,500 5.00
11-19-97 2,000 6.00
12-22-97 3,000 11.00
