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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 3)*
BERLITZ INTERNATIONAL, INC.
(Name of Issuer)
COMMON STOCK $.10 PAR VALUE
(Title of Class of Securities)
08490010-9
(CUSIP Number)
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Copy to:
MR. KAZUO YAMAKAWA MARILYN SELBY OKOSHI, ESQ.
BENESSE CORPORATION COUDERT BROTHERS
3-7-17 MINAMIGATA, OKAYAMA-SHI 1114 AVENUE OF THE AMERICAS
700-8686 JAPAN NEW YORK, NY 10036-7703
(81)(86) 221-5215 (212) 626-4400
(Name, Address and Telephone Number of Person Authorized
to Receive Notices and Communications)
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DECEMBER 28, 2000
(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 Rules 13d-1 (e), 13d-1(f) or 13d-1(g), check the following
box [ ].
Note: Schedules filed in paper format shall include a signed original and five
copies of the schedule, including all exhibits. See Rule 13d-7 for other parties
to whom copies are to be sent.
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*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 disclosure
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).
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CUSIP No. 08490010-9
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1. NAME OF REPORTING PERSON
S.S. or I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
BENESSE CORPORATION (FOREIGN CORPORATION - NO IRS ID. NO. ISSUED)
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2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a)
(b)
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3. SEC USE ONLY
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4. SOURCE OF FUNDS*: N.A.
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5. CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO
ITEMS 2(d) OR 2(e)
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6. CITIZENSHIP OR PLACE OF ORGANIZATION
JAPAN
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NUMBER OF SHARES 7. SOLE VOTING POWER:
BENEFICIALLY 13,200
OWNED BY EACH
REPORTING PERSON ----------------------------------------------------------
WITH 8. SHARED VOTING POWER:
8,636,283
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9. SOLE DISPOSITIVE POWER:
13,200
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10. SHARED DISPOSITIVE POWER:
8,636,283
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11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
8,649,483
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12. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
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13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11):
77.2%
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14. TYPE OF REPORTING PERSON: CO
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* SEE INSTRUCTIONS BEFORE FILLING OUT!
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CUSIP No. 08490010-9
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1. NAME OF REPORTING PERSON
S.S. or I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
BENESSE HOLDINGS INTERNATIONAL, INC. (IRS ID. NO.: 13-3697257)
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2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a)
(b)
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3. SEC USE ONLY
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4. SOURCE OF FUNDS*: N.A.
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5. CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO
ITEMS 2(d) OR 2(e)
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6. CITIZENSHIP OR PLACE OF ORGANIZATION
DELAWARE
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NUMBER OF SHARES 7. SOLE VOTING POWER:
BENEFICIALLY --
OWNED BY EACH
REPORTING PERSON ----------------------------------------------------------
WITH 8. SHARED VOTING POWER:
8,636,283
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9. SOLE DISPOSITIVE POWER:
--
----------------------------------------------------------
10. SHARED DISPOSITIVE POWER:
8,636,283
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11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
8,636,283
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12. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
--------------------------------------------------------------------------------
13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11):
77.0%
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14. TYPE OF REPORTING PERSON: CO
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* SEE INSTRUCTIONS BEFORE FILLING OUT!
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ITEM 1 SECURITY AND THE ISSUER.
This Amendment No. 3 to the statement on Schedule 13D, filed on
February 19, 1993 and amended on October 15, 1998 and September 29, 1999 (the
"Schedule 13D"), is being filed by Benesse Corporation ("Benesse") and by its
wholly owned subsidiary, Benesse Holdings International, Inc. ("BHI") with
respect to the common stock, par value $.10 per share (the "Common Stock") of
Berlitz International, Inc. (the "Company") pursuant to Rule 13d-2(a) under the
Securities Exchange Act of 1934. Capitalized terms used but not otherwise
defined herein shall have the meanings ascribed to such terms in the Schedule
13D as previously amended.
ITEM 2 IDENTITY AND BACKGROUND
(a)-(f) Benesse Corporation is a Japanese corporation the shares of which are
listed on the Tokyo Stock Exchange and the Osaka Securities Exchange.
Mr. Soichiro Fukutake is the President of Benesse and the Chairman of
BHI. He owns directly 16,044,723 shares of Benesse's 106,353,453 shares of
common stock outstanding. In addition, (i) Mr. Fukutake's wife owns directly
3,174,125 shares of Benesse common stock, (ii) certain companies in which Mr.
Fukutake, or he and his wife, hold at least a majority interest hold in the
aggregate 1,836,000 shares of Benesse common stock, and (iii) the Fukutake
Science and Culture Foundation (the "Foundation"), of which Mr. Fukutake is
Chairman, holds 918,000 shares of Benesse common stock. Such shares, together
with the shares owned directly by Mr. Fukutake, constitute in the aggregate
21,972,848 shares of Benesse common stock, or 20.7% of Benesse's outstanding
common stock. Accordingly, Mr. Fukutake may be deemed to control Benesse.
The names, addresses, principal occupations and certain other
information regarding each current executive officer and director of Benesse and
BHI are set forth on Schedule A and Schedule B hereto, respectively.
Neither the Reporting Persons nor Mr. Fukutake nor, to the best
knowledge of the Reporting Persons, any of the other persons named in Schedules
A and B attached hereto has, during the last five years, been convicted in any
criminal proceeding (excluding traffic violations or similar misdemeanors).
Neither the Reporting Persons nor Mr. Fukutake nor, to the best
knowledge of the Reporting Persons, any of the other persons named in Schedules
A and B attached hereto has, during the last five years, been a party to a civil
proceeding of a judicial or administrative body of competent jurisdiction and as
a result of such proceeding was or is subject to a judgment, order, 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.
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ITEM 3 SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION
The source and amount of funds to be used in connection with the
proposed transaction described in Item 4 shall be determined at a later date and
will be disclosed in an amendment to this Schedule 13D if the Reporting Persons
commence the transaction described therein.
ITEM 4 PURPOSE OF TRANSACTION
On December 28, 2000, Benesse submitted a letter to a special committee
("Special Committee"), comprised of the disinterested directors of the Board of
Directors of the Company, setting forth a proposal to acquire all outstanding
Common Stock not currently owned directly or indirectly by Benesse or Mr.
Fukutake for a cash purchase price of $12.00 per share. If the proposed
transaction were completed, Benesse and Mr. Fukutake would beneficially own 100%
of the issued and outstanding Common Stock and Benesse would seek to cause the
Company to delist the Common Stock from the New York Stock Exchange and
terminate the registration of the Common Stock under the Securities Exchange Act
of 1934, as amended. If such transaction is consummated, Benesse would then
have greater flexibility in developing the business of the Company solely in
accordance with management strategies of the Benesse group.
There can be no assurance that the proposed transaction will be
consummated, or if it is consummated, that it will be consummated on the terms
and conditions set forth in Benesse's proposal. The proposed transaction would
only be consummated following a favorable recommendation by the Special
Committee to the Company's shareholders. The proposal is not contingent on any
financing conditions.
A copy of Benesse's proposal is attached hereto as Exhibit 1 and is
incorporated herein by reference, and the description herein of the proposal and
the matters contemplated thereby is qualified in its entirety by reference to
such letter.
Depending on the response of the Special Committee to Benesse's
proposal and other factors deemed relevant by Benesse, Benesse may formulate
other plans and/or make other proposals, and take such actions with respect to
its investment in the Company, including any or all of the actions set forth in
paragraphs (a) through (j) of Item 4 of Schedule 13D and any other actions as it
may determine to be appropriate. Moreover, Benesse may amend or withdraw the
proposal at any time in its sole discretion. Except as specifically set forth in
this Item 4 and in furtherance of the proposed transaction, the Reporting
Persons presently have no plans or proposals which relate to or would result in
any actions set forth in paragraphs (a) through (j) of Item 4 of Schedule 13D.
The Reporting Persons may at any time reconsider and change their plans or
proposals relating to the foregoing.
ITEM 5 INTEREST IN THE SECURITIES OF THE ISSUER
(a), (b) The following table sets forth the beneficial ownership of
Common Stock for each person named in Item 2 who owns securities in the Company.
Unless otherwise indicated in the footnotes, each such person has sole power to
vote or to direct the vote and sole power to dispose or direct the disposition
of such Common Stock.
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Person Number of Shares Percent of
Beneficially Owned All Shares
Benesse Corporation 8,649,483 (1)(2) 77.2% (3)
Benesse Holdings International, Inc. 8,636,283 (2) 77.0% (3)
Soichiro Fukutake 8,934,533 (1)(2)(4) 79.3% (3)
(1) Includes 6,972,138 shares of outstanding Common Stock directly owned by
BHI. As a result of Benesse's ownership interest in BHI, Benesse and BHI
may be deemed to share dispositive and voting control over the shares of
Common Stock directly owned by BHI.
(2) Includes 1,664,145 shares of Common Stock which would be issuable upon
conversion of the $55 million convertible debentures due 2011 directly
owned by BHI. As a result of Benesse's ownership interest in BHI, Benesse
and BHI may be deemed to share dispositive and voting control over the
shares of Common Stock directly owned by BHI.
(3) Percentages assume conversion of the $55 million convertible debentures due
2011 held by BHI but does not assume conversion of any and all convertible
debentures held by Apollo Investment Fund IV, L.P. and Apollo Overseas
Partners IV, L.P.
(4) Includes 227,800 shares of Common Stock directly owned by Mr. Fukutake,
50,750 shares issuable upon exercise of currently exercisable stock options
held by Mr. Fukutake and 6,500 shares awarded to Mr. Fukutake in 1999 in
lieu of his participation in the 1999 Long Term Incentive Plan of the
Company, which shares have not yet been issued. Mr. Fukutake is the
President, a Representative Director and the principal shareholder of
Benesse. Consequently, he may be deemed to control Benesse (and through
Benesse, BHI) and beneficially own the shares of Common Stock directly
owned by Benesse and BHI. As a result, he may be deemed to share
dispositive and voting control over the shares of Common Stock directly
owned by Benesse and BHI.
(c) No transactions in the Common Stock were effected in the past sixty days by
the Reporting Persons nor any persons controlling the Reporting Persons nor, to
the best of their knowledge, any of the persons listed in the above table or
named in Schedules A and B hereto.
ITEM 7 MATERIALS TO BE FILED AS EXHIBITS
Exhibit 1: Letter from Benesse Corporation to the Special Committee of
the Board of Directors of Berlitz International, Inc. dated
December 28, 2000.
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SIGNATURES
After reasonable inquiry and to the best knowledge and belief of the
undersigned, the undersigned certifies that the information set forth in this
statement is true, complete and correct.
Date: December 29, 2000
BENESSE CORPORATION
By: /s/ Soichiro Fukutake
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Name: Soichiro Fukutake
Title: President
BENESSE HOLDINGS INTERNATIONAL, INC.
By: /s/ Soichiro Fukutake
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Name: Soichiro Fukutake
Title: Chairman
SCHEDULE A: Directors and Executive Officers of Benesse Corporation
SCHEDULE B: Directors and Executive Officers of Benesse Holdings
International, Inc.
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EXHIBIT INDEX
Exhibit No. Description
Exhibit 1: Letter from Benesse Corporation to the Special Committee of
the Board of Directors of Berlitz International, Inc. dated
December 28, 2000.
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SCHEDULE A
Directors and Executive Officers
of
Benesse Corporation
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The names and titles of the Directors and Executive Officers of Benesse Corporation and
their business address and principal occupations are set forth below. Unless otherwise
indicated, each occupation set forth opposite an individual's name refers to Benesse
Corporation and each individual is a Japanese citizen.
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NAME PRESENT PRINCIPAL OCCUPATION BUSINESS ADDRESS
Mitsuo Yamazaki Chairman of the Board 1
Soichiro Fukutake Representative Director and President 2
Makoto Sato Representative Director and Vice President 3
Takeshige Hirayama Director and Head of School and Teacher Support 2
Company
Kenjiro Kaneshiro Director and Head of General Administration 1
Division Tokyo
Shigemi Asano Director and Head of Senior Company 4
Kazuo Yamakawa Director and Head of General Administration 2
Division Okayama
Yoji Shiraishi Director and Head of Children and Students Company 1
Nobuya Kashihara Director and Head of Women and Family Company and 3
Marketing Supply Sector
Tamotsu Fukushima Director and General Manager of Strategy and 3
Planning
Kimiko Kunimasa Director and General Manager of Women's Life 3
Laboratory
Hiroaki Kawamura Director and General Manager of Information 2
Systems and Planning
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Business Address:
(1) 1-34, Ochiai, Tama-Shi, 206-8686 Tokyo, Japan
(2) 3-7-17, Minamigata, Okayama-Shi, 700-8686 Okayama-Ken, Japan
(3) Shinjuku-Nomura Building, 1-26-2, Nishishinjuku, Shinjuku-Ku 163-0525 Tokyo,
Japan
(4) Sasazuka Center Building, 2-1-6, Sasazuka, Shibuya-Ku 151-0073 Tokyo, Japan
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SCHEDULE B
Directors (*) and Executive Officers
of
Benesse Holdings International, Inc.
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The names and titles of the Directors and the Executive Officers of Benesse Holdings
International, Inc. and their business addresses and principal occupations are set forth
below. Unless otherwise indicated, each occupation set forth opposite an individual's
name refers to Benesse Holdings International, Inc. and each individual is a citizen of
Japan (other than Mr. Kahl, who is a citizen of the United States).
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NAME PRESENT PRINCIPAL OCCUPATION BUSINESS ADDRESS
* Soichiro Fukutake Director and Chairman 3-7-17, Minamigata, Okayama-Shi
of BHI, Representative 700-8686 Okayama-Ken, Japan
Director and President
of Benesse Corporation
* Hiroshi Kitada Director, President and 65 East 55th Street, 23rd Floor,
Chief Executive Officer New York, New York 10022
* James R. Kahl Director and Vice Chairman 400 Alexander Park
of Berlitz International, Inc. Princeton, NJ 08540-6306
* Ryoichi Tanaka Director and Vice President 400 Alexander Park
Corporate Office of Berlitz Princeton, NJ 08540-6306
International, Inc.
* Naoto Sugiyama Director 1-34, Ochiai, Tama-shi, 206-8686,
Tokyo, Japan
Hiroyuki Yagi Vice President, 65 East 55th Street, 23rd Floor,
Treasurer and Secretary New York, New York 10022
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