<PAGE>1
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Schedule 13D
Under the Securities Exchange Act of 1934
(Amendment No. 1)
Tele Danmark A/S
(Name of Issuer)
A Shares, nominal value DKK 100 each
(Title of Class of Securities)
1-12998 [commission file number]
(CUSIP Number)
Copy to:
Richard M. Pehlke Kelly R. Welsh
Vice President and Treasurer Executive Vice President
Ameritech Corporation and General Counsel
30 South Wacker Drive Ameritech Corporation
Chicago, Illinois 60606 30 South Wacker Drive
(800) 257-0902 Chicago, Illinois 60606
(800) 257-0902
(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)
January 12, 1998
(Date of Event which Requires Filing of this Statement)
If the filing person has previously filed a statement on
Schedule 13G to report the acquisition which is the subject of this
Schedule 13D, and is filing this schedule because of
Rule 13d-1(b)(3) or (4), check the following box. N/A
Note: Six copies of this statement, including all exhibits, should
be filed with the Commission. See Rule 13d-1(a) for other parties
to whom copies are to be sent.
*The remainder of this cover page shall be filled out for a
reporting person's initial filing on this form with respect to the
subject class of securities, and for any subsequent amendment
containing information which would alter disclosures provided in a
prior cover page.
The information required on the remainder of this cover page shall
not be deemed to be "filed" for the purpose of Section 18 of the
Securities Exchange Act of 1934 ("Act") or otherwise subject to the
liabilities of that section of the Act but shall be subject to all
other provisions of the Act (however, see the Notes).
(Continued on following pages)
Page 1 of 19_Pages
<PAGE>2
CUSIP NO. 1-12998
1 Name of reporting person
Ameritech Corporation
36-3251481 (I.R.S. Employer Identification No.)
2 Check the appropriate box if a member of a group
N/A
3 SEC use only
4 Source of funds
WC, OO
5 Check box if disclosure of legal proceedings is required
pursuant to Items 2(d) or 2(e)
Not applicable
6 Citizenship or place of organization
Delaware
7 Sole voting power
0
8 Shared voting power
0
9 Sole dispositive power
0
10 Shared dispositive power
0
11 Aggregate amount beneficially owned by each reporting person
0
12 Check box if the aggregate amount in row (11) excludes certain
shares
N/A
13 Percent of class represented by amount in row (11)
0%
14 Type of reporting person
HC/CO
<PAGE>3
CUSIP NO. 1-12998
1 Name of reporting person
Ameritech International, Inc.
36-3707086 (I.R.S. Employer Identification No.)
2 Check the appropriate box if a member of a group
N/A
3 SEC use only
4 Source of funds
WC, OO, AF
5 Check box if disclosure of legal proceedings is required
pursuant to Items 2(d) or 2(e)
Not applicable
6 Citizenship or place of organization
Delaware
7 Sole voting power
0
8 Shared voting power
0
9 Sole dispositive power
0
10 Shared dispositive power
0
11 Aggregate amount beneficially owned by each reporting person
0
12 Check box if the aggregate amount in row (11) excludes certain
shares
N/A
13 Percent of class represented by amount in row (11)
0%
14 Type of reporting person
CO
<PAGE>4
CUSIP NO. 1-12998
1 Name of reporting person
Ameritech International Denmark Corporation
36-4202222 (I.R.S. Employer Identification No.)
2 Check the appropriate box if a member of a group
N/A
3 SEC use only
4 Source of funds
WC, OO
5 Check box if disclosure of legal proceedings is required
pursuant to Items 2(d) or 2(e)
Not applicable
6 Citizenship or place of organization
Delaware
7 Sole voting power
0
8 Shared voting power
0
9 Sole dispositive power
0
10 Shared dispositive power
0
11 Aggregate amount beneficially owned by each reporting person
0
12 Check box if the aggregate amount in row (11) excludes certain
shares
N/A
13 Percent of class represented by amount in row (11)
0%
14 Type of reporting person
CO
<PAGE>5
CUSIP NO. 1-12998
1 Name of reporting person
Ameritech Luxembourg S.a r.l.
B 62200 (Register of Commerce)
2 Check the appropriate box if a member of a group
N/A
3 SEC use only
4 Source of funds
WC, OO, AF
5 Check box if disclosure of legal proceedings is required
pursuant to Items 2(d) or 2(e)
Not applicable
6 Citizenship or place of organization
Luxembourg
7 Sole voting power
4,500,000 A Shares (See Item 5)
8 Shared voting power
0 (See Item 5)
9 Sole dispositive power
4,500,000 A Shares (See Item 5)
10 Shared dispositive power
0 (See Item 5)
11 Aggregate amount beneficially owned by each reporting person
4,500,0000 A Shares (See Item 5)
12 Check box if the aggregate amount in row (11) excludes certain
shares
N/A
13 Percent of class represented by amount in row (11)
34.351145% increasing to 41.578209% (See Item 4)
14 Type of reporting person
CO
<PAGE>6
Amendment No. 1 to Statement on Schedule 13D
Pursuant to Rule 13d-2(a) of Regulation 13D-G of the General
Rules and Regulations under the Securities Exchange Act of 1934, as
amended (the "Act"), the undersigned hereby amends its Statement on
Schedule 13D dated December 15, 1997, relating to A Shares of the
Company, each having nominal value of 100 Danish Kroner ("DKK") and
10 votes (the "A Shares"), of Tele Danmark A/S, a company limited by
shares and organized under the laws of the Kingdom of Denmark (the
"Company"). Ameritech Luxembourg S.a r.l., a wholly owned
subsidiary of Ameritech International Denmark Corporation organized
under the laws of the Kingdom of Luxembourg ("Ameritech
Luxembourg"), acquired 4,500,000 A Shares from the Kingdom of
Denmark (the "Kingdom") on January 12, 1998 through the issuance of
a demand promissory note which was paid on January 20, 1998.
ITEM 2. IDENTITY AND BACKGROUND.
Item 2 is supplemented as follows:
Ameritech International, Inc. is a Delaware corporation and a
wholly-owned subsidiary of Ameritech Corporation, a Delaware
corporation ("Ameritech") that provides a wide range of
communications services outside of the United States ("Ameritech
International"). The address of the principal business office of
Ameritech International is Ameritech International, Inc., 255 West
Randolph Street, Chicago, Illinois 60606.
Ameritech International Denmark Corporation is a Delaware
corporation and a wholly-owned subsidiary of Ameritech International
that is authorized to provide a wide range of communications
services ("AIDC"). The address of the principal business office of
AIDC is Ameritech International Denmark Corporation, 255 West
Randolph Street, Chicago, Illinois 60606.
Ameritech Luxembourg S.a r.l. is a Luxembourg limited liability
company and a wholly-owned subsidiary of AIDC that is authorized to
provide a wide range of communication services and manages Danish
communication holdings in Luxembourg ("Ameritech Luxembourg"). The
address of the principal business office of Ameritech Luxembourg is
Ameritech Luxembourg S.a r.l., 15, rue de la Chapelle, L-1325,
Luxembourg.
Ameritech, Ameritech International, AIDC, Ameritech Luxembourg
and Ameritech Capital Funding Corporation are collectively referred
to as the "Ameritech Entities."
During the past five years, no Ameritech Entity, and to the
knowledge of the Ameritech Entities, no executive officer or
director of an Ameritech Entity has been convicted in a criminal
proceeding (excluding traffic violations or similar misdemeanors).
During the past five years, no Ameritech Entity and, to the
knowledge of the Ameritech Entities, no executive officer or
director of an Ameritech Entity has been a party to a civil
proceeding of a judicial or administrative body of competent
jurisdiction as a result of which
<PAGE>7
such person was or is subject to a
judgment, decree or final order enjoining future violations of, or
prohibiting or mandating activities subject to, federal or state
securities laws or finding any violation with respect to such laws.
The remaining information required in response to this Item 2
regarding executive officers and directors of Ameritech Entities is
set forth on Schedules B, C and D attached hereto, which schedules
are hereby incorporated herein by this reference.
ITEM 3. SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION.
Item 3 is supplemented as follows:
Ameritech Luxembourg was acquired by AIDC on January 5, 1998
for 500,000 Luxembourg Francs ("LUF") for the purpose of managing
Danish telecommunications operations and investments in Luxembourg.
Pursuant to the Share Disposition and Purchase Agreement dated as of
October 27, 1997 by and among Ameritech and the Minister of Research
and Information Technology acting on behalf of the Kingdom (the
"Share Agreement"), Ameritech authorized Ameritech Luxembourg to
acquire 4,500,000 A Shares. AIDC increased its investment in
Ameritech Luxembourg with a $10,000,000 capital contribution on
January 13, 1998. AIDC received the $10,000,000 from a capital
contribution from Ameritech International, which borrowed the
$10,000,000 from Ameritech pursuant to intercompany loans.
On January 12, 1998 (the "Closing Date") pursuant to the Share
Agreement, the Kingdom sold to Ameritech Luxembourg and Ameritech
Luxembourg purchased from the Kingdom, 4,500,000 A Shares at a
purchase price of 4,700.00 DKK per A Share for an aggregate purchase
price of DKK 21,150,000,000.00 (the "Purchase Price" for the "Sale
Shares"). The Purchase Price was paid in full on the Closing Date
by the issuance and delivery of a non-interest bearing promissory
demand note (the "Demand Note") from Ameritech Luxembourg guaranteed
by Ameritech. On January 20, 1998, the Demand Note was paid in full
by the wire transfer of 5,555,993,380.00 Deutsche Marks ("DM") to
the Kingdom by Ameritech Luxembourg. Ameritech Luxembourg paid the
Purchase Price with the proceeds from borrowings as described below.
To pay for the Demand Note, Ameritech Luxembourg borrowed
$3,121,000,000 from AIDC pursuant to two loan agreements entered
into on January 15, 1998. One loan agreement is in the amount of
$2,664,000,000 for a two year period with interest payable on
December 31st of each year at the rate of 5% per annum. The second
loan is in the amount of $457,000,000 for a two year period and does
not bear interest. AIDC received the $3,121,000,000 from a capital
contribution from Ameritech International on January 14, 1998.
Ameritech International's capital contribution came from borrowing
$156,000,000 from Ameritech Corporation and $2,965,000,000 from
Ameritech Capital Funding Corporation pursuant to intercompany
loans. Ameritech Capital Funding Corporation is a Delaware
corporation and a wholly-owned subsidiary of Ameritech that provides
financial services for Ameritech and its subsidiaries. The address
of the principal business office of Ameritech Capital Funding
Corporation is Ameritech Capital Funding Corporation, 30 South
Wacker Drive, Chicago, Illinois 60606. On January 15, 1998,
<PAGE>8
Ameritech, on behalf of Ameritech Luxembourg, paid $3,121,000,000 to
various investment banks for DM 5,555,993,380. On January 15, 1998,
Ameritech Luxembourg received the DM 5,555,993,380 from various
investment banks and reimbursed Ameritech with the $3,121,000,000
proceeds from the AIDC loan. On January 20, 1998, Ameritech
Luxembourg paid the Kingdom.
In connection with the sale by the Kingdom to Ameritech
Luxembourg of the Sale Shares, the Company was authorized to
repurchase of all of the Kingdom's remaining A Shares pursuant to
the Redemption discussed in Item 4 below.
ITEM 4. PURPOSE OF TRANSACTION.
Item 4 is supplemented as follows:
Ameritech Luxembourg will manage the investment in the Company,
and Ameritech and its subsidiaries will provide know-how, technology
and expertise to the Company. Although the Ameritech Entities have
no current intention to purchase securities of the Company other
than in connection with the Share Agreement, Ameritech Luxembourg
intends to review, from time to time, its investment in the Company
with respect to, among other things, the financial performance of
the Company, the strategies implemented by the Company and other
general market and investment conditions, and it or other Ameritech
Entities may, based on such review, purchase or sell securities of
the Company to the extent and in the manner allowed under the Share
Agreement. The Ameritech Entities do not have any present plan or
proposal that would result in or is related to any of the
transactions described in paragraphs (a) through (j) of Item 4 of
Schedule 13D other than as described in this Statement, as amended.
At a general meeting of the shareholders of the Company on
January 19, 1998 (the "EGM"), Ameritech Luxembourg nominated six of
the 12 members of the board of directors of the Company (the
"Board"), including the chairman and vice chairman of the Board.
The following Ameritech Luxembourg nominees were elected at the EGM:
Knud Heinesen Chairman. Knud Heinesen (65) has been chairman
of the Board since 1994. and is chairman of the
board of directors of Arbejdsmarkedets
Tillaegspension (the Danish Labour Market
Supplementary Pension Scheme) and is a member of
the board of directors of A/S
Storebaeltsforbindelsen. He received an M.Sc.
in economics in 1959.
Timothy J. Cawley Vice-Chairman. Timothy J. Cawley (42) is
President of European Operations of Ameritech
International in Brussels, Belgium. He
received a bachelors degree in 1977.
Walter S. Catlow Walter S. Catlow (53) is an executive vice
president of Ameritech, is president of
Ameritech International and is a member of the
board of directors of Belgacom, ADSB
Telecommunications and Telecom Corporation of
New Zealand.
<PAGE>9
He received a bachelors degree in
psychology and business administration in 1968
and an M.S. in management in 1980.
Deborah L. Lenart Deborah L. Lenart (37) is president of Ameritech
New Media, Inc. and is a member of the board of
directors of Americast. She received a
bachelors degree in marketing in 1981 and an
M.S. in business administration in 1985.
Thomas E. Richards Thomas E. Richards (43) is an executive vice
president of the communications and information
products sector of Ameritech. He received a
bachelors degree in economics in 1976 and an
M.S. in management in 1991.
Oren G. Shaffer Oren G. Shaffer (55) is an executive vice
president and chief financial officer of
Ameritech and is a member of the board of
directors of Belgacom, ADSB Telecommunications,
Taiwan Equity Fund, Sunshine Mining & Refining
and Hygenic Corporation. He received a
bachelors degree in business administration in
1968 and an M.S. in management in 1985.
At the EGM, redemption of the 2,277,023 A Shares of the Company
owned by the Kingdom remaining after the sale of the Sale Shares to
Ameritech Luxembourg (the "Redemption") was approved. Pursuant to
the Share Agreement, Ameritech Luxembourg voted the 4,500,000 Sale
Shares it possessed in favor of the Redemption.
ITEM 5. INTEREST IN SECURITIES OF THE ISSUER.
Item 5 is supplemented as follows:
Ameritech Luxembourg owns 4,500,000 A Shares. The Redemption
will increase the percentage of Ameritech Luxembourg's nominal share
capital and voting power from 34.351145% to 41.578209% and increase
the percentage of nominal share capital and voting power held by
other security holders of the Company from 48.267% to 58.421791%.
Ameritech and Ameritech Luxembourg have not effected any
transactions in A Shares or B Shares during the past 60 days other
than entering into and consummating the Share Agreement. The
remaining Ameritech Entities have not effected any transactions in A
Shares or B Shares during the past 60 days.
ITEM 6. CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR RELATIONSHIPS
WITH RESPECT TO SECURITIES OF THE ISSUER.
[No Change]
ITEM 7. MATERIAL TO BE FILED AS EXHIBITS
<PAGE>10
Item 7 is supplemented as follows:
Exhibit No. Description
II Loan Agreement and Subordinated Loan Agreement
between Ameritech International Denmark
Corporation and Ameritech Luxembourg S.a r.l.,
each dated January 15, 1998.
<PAGE>11
SIGNATURE
After reasonable inquiry and to the best of my knowledge and
belief, the undersigned certifies that the information set forth in
this Statement is true, complete and correct.
Dated: January 28, 1997
AMERITECH CORPORATION
By: /s/ Bruce B. Howat
Bruce B. Howat
Counsel and Secretary
<PAGE>12
EXHIBIT
INDEX
Exhibit No. Exhibit Name Page No.
II Loan Agreement and Subordinate Loan Attached after page
Agreement between Ameritech International 15
Denmark Corporation and Ameritech
Luxembourg S.a r.l., each dated January
14, 1998.
<PAGE>13
SCHEDULE B
Ameritech International, Inc. (USA)
OFFICERS
Name Position Address/Citizenship
Walter S Catlow President Ameritech
Corporation
30 S Wacker Drive
Chicago, IL 60606
USA
Jack V Saylors Vice President Ameritech Europe
Belgacom Tower
Bd Emile Jacqmein
177
Tower U - Fl 26
B-1030 Brussels,
Belgium
Marcia Tjader Vice President Ameritech
International, Inc.
225 W Randolph
Street
Chicago, IL 60606
USA
Dennis Hackl Vice President Ameritech
International, Inc.
225 W Randolph
Street
Chicago, IL 60606
USA
Bruce B Howat Secretary Ameritech
Corporation
30 S Wacker Drive
Chicago, IL 60606
USA
Mark Chudzinski Assistant Secretary Ameritech
International, Inc.
225 W Randolph
Chicago, IL 60606
USA
Donna Harris Massey Assistant Secretary Ameritech
Corporation
30 S Wacker Drive
Chicago, IL 60606
USA
April J Hanes-Dowd Assistant Secretary Ameritech
Corporation
30 S Wacker Drive
Chicago, IL 60606
USA
DIRECTORS
None
<PAGE>14
SCHEDULE C
Ameritech International Denmark Corporation (USA)
OFFICERS
Name Position Address/Citizenship
Oren G Shaffer President Ameritech
Corporation
30 S Wacker Drive
Chicago, IL 60606
USA
Walter S Catlow Vice President Ameritech
Corporation
30 S Wacker Drive
Chicago, IL 60606
USA
Bruce B Howat Vice President Ameritech
Corporation
30 S Wacker Drive
Chicago, IL 60606
USA
Michael E McElroy Vice President Ameritech
Corporation
30 S Wacker Drive
Chicago, IL 60606
USA
Jack V Saylors Vice President Ameritech Europe
Belgacom Tower
Bd Emile Jacqmein
177
Tower U - Fl 26
B-1030 Brussels,
Belgium
Donna Harris Massey Secretary Ameritech
Corporation
30 S Wacker Drive
Chicago, IL 60606
USA
Bruce B Howat Assistant Secretary Ameritech
Corporation
30 S Wacker Drive
Chicago, IL 60606
USA
DIRECTORS
Name Address/Citizenship
Bruce B Howat Ameritech Corporation
30 S Wacker Drive
Chicago, IL 60606 USA
<PAGE>15
SCHEDULE D
Ameritech Luxembourg S.a r.l. (Luxembourg)
MANAGERS
Name Address/Citizenship
Walter S Catlow Ameritech
Corporation
30 S Wacker Drive
Chicago, IL 60606
USA
Oren G Shaffer Ameritech
Corporation
30 S Wacker Drive
Chicago, IL 60606
USA
Lucien Scheuren 15, rue de la
Chapelle
L-1325 Luxembourg
Georges Kioes 15, rue de la
Chapelle
L-1325 Luxembourg
DIRECTORS
None
<PAGE>16
EXHIBIT II
LOAN AGREEMENT
Between the undersigned
Ameritech International Denmark Corporation
having its registered office 30 South Wacker Drive, Chicago,
Illinois, USA
duly represented by Mr. Bruce B. Howat
hereafter referred to as "the lender"
AND
Ameritech Luxembourg S.a r.l.
having its registered office 15, rue de law Chapelle, L-1325
Luxembourg
duly represented by Mr. Henri Grisius and Mr. Walter Stanley
Catlow
hereafter referred to as "the borrower"
it has been agreed and decided that the lender grants a loan to the
borrower under the following terms and conditions:
- -Amount USD 2,664,000,000
(two billion six hundred and sixty four million US
Dollars)
- -Disbursement By one amount on the bank account of the borrower no.
30-801568-96-1 (USD) opened with BANQUE GENERALE DU
LUXEMBOURG or on any other account designated by the
borrower. Unless the contrary is proved, the loan
begins on January 15, 1998.
- -Duration 2 years. At the maturity of the loan the borrower
and the lender may decide, by mutual agreement, to
extend this loan. This renewal will be governed by
the terms and conditions which have to be fixed, by
mutual agreement, at least 30 days prior to the
maturity of the loan.
- -Reimbursement The reimbursement of the principal has to be made at
the maturity of the loan.
The borrower has the possibility to proceed to any
partial or total prepayment of the loan prior to the
payment date.
- -Interest The interest rate has been fixed at 5% p.a. The
interest is calculated on the basis of 365/365 days
on the outstanding amount. The interest rate may be
renegociated every six months by mutual agreement.
<PAGE>17
- -Interest payment The interests are due and payable on December
31st of each year, and for the first time on December
31st, 1998. The borrower has the possibility to
proceed to an interest payment at any time prior to
the payment date. The non-paid interests may be
capitalized upon common agreement. The Lender is
reputed having agreed to the capitalization of the
interests if no written notice requesting the
interest payment has been received by the borrower at
least 15 days before the above mentioned payment date
of the interest.
- -Payments Any payment of principal and / or interest is to be
made free of any charges, fees, taxes, levies or
imposts whatsoever.
If a payment date is a bank holiday in Luxembourg or
in the United States, the payment becomes due on the
next following business day.
- -Security None
This loan shall at least rank pari passu with all
other present and future non-secured liabilities of
your company.
The lender has the right to require an anticipated reimbursement at
any time in case one of the provisions laid out in this contract is
not respected.
This agreement shall be governed by the law of the Grand-Duchy of
Luxembourg; in case of litigation, the Courts of Luxembourg are
competent.
Signed in duplicate in Chicago, IL, USA Signed in duplicate in
Luxembourg
on January 13, 1998 on January 15, 1998
The lender The borrower
/s/ /s/
Bruce B. Howat Walter S. Catlow
Vice President Manager
/s/
Henri Grisius
Manager
<PAGE>18
SUBORDINATED LOAN AGREEMENT
Between the undersigned
Ameritech International Denmark Corporation
having its registered office 30 South Wacker Drive, Chicago,
Illinois, USA
duly represented by Mr. Bruce B. Howat
hereafter referred to as "the lender"
AND
Ameritech Luxembourg S.a r.l.
having its registered office 15, rue de law Chapelle, L-1325
Luxembourg
duly represented by Mr. Henri Grisius and Mr. Walter Stanley
Catlow
hereafter referred to as "the borrower"
it has been agreed and decided that the lender grants a loan to the
borrower under the following terms and conditions:
- -Amount USD 457,000,000
(four hundred and fifty seven million US Dollars)
- -Disbursement By one amount on the bank account of the borrower no.
30-801568-96-1 (USD) opened with BANQUE GENERALE DU
LUXEMBOURG or on any other account designated by the
borrower. Unless the contrary is proved, the loan
begins on January 15, 1998.
- -Duration 2 years unless other loans contracted in Ameritech
Luxembourg S.a r.l. on the date of signature of the
present loan remain outstanding.
- -Reimbursement Any partial or total prepayment of the loan can be
made if the borrower has no other debts than those
governed by this loan.
- -Interest This loan does not bear interest.
- -Payments Any payment of principal and/or interest is to be
made free of any charges, fees, taxes, levies or
imposts whatsoever.
- -Security The liability of the borrower regarding this loan is
subordinated to all other debts or claims outstanding
against the borrower now or at any time in the
future.
<PAGE>19
This agreement shall be governed by the law of the Grand-Duchy of
Luxembourg; in case of litigation, the Courts of Luxembourg are
competent.
Signed in duplicate in Chicago, IL, USA Signed in duplicate in
on January 13, 1998 Luxembourg
on January 15, 1998
The lender The borrower
/s/ /s/
Bruce B. Howat Walter S. Catlow
Vice President Manager
/s/
Henri Grisius
Manager
