SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13G
Under the Securities Exchange Act of 1934
(Amendment No. )*
Esat Telecom Group plc
-----------------------------------------------
(Name of Issuer)
Ordinary Shares, par value IR(pound)0.01p per share
- -----------------------------------------------------------------
(Title of Class of Securities)
26883Y102
-------------------------------
(CUSIP Number)
December 31, 1997
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(Date of Event Which Requires Filing of this Statement)
Check the appropriate box to designate the rule pursuant to which
this Schedule is filed:
[ ] Rule 13d-1(b)
[ ] Rule 13d-1(c)
[ X ] Rule 13d-1(d)
*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 the disclosures provided
in a prior cover page.
The information required in 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).
<PAGE>
CUSIP No. 26883Y102 13G Page 2 of 8 Pages
- ------------------------------------------------------------------------
1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Credit Suisse Group
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2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a) [ ]
(b) [ X ]
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3 SEC USE ONLY
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4 CITIZENSHIP OR PLACE OF ORGANIZATION
Switzerland
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5 SOLE VOTING POWER
--
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NUMBER OF 6 SHARED VOTING POWER
SHARES 2,212,522
BENEFICIALLY --------------------------------------------------------
OWNED BY 7 SOLE DISPOSITIVE POWER
EACH --
REPORTING --------------------------------------------------------
PERSON WITH 8 SHARED DISPOSITIVE POWER
2,212,522
- ------------------------------------------------------------------------
9 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
2,212,522
- ------------------------------------------------------------------------
10 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES
CERTAIN SHARES* [ ]
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11 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
6.4%
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12 TYPE OF REPORTING PERSON*
HC, CO
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*SEE INSTRUCTION BEFORE FILLING OUT!
<PAGE>
Item 1(a). Name of Issuer:
Esat Telecom Group plc (the "Issuer")
Item 1(b). Address of Issuer's Principal Executive Offices:
North Block
Malt House
Grand Canal Quay,
Dublin, Ireland
Item 2(a). Name of Person Filing:
Credit Suisse Group ("CSG")
Item 2(b). Address or Principal Office or, if none, Residence:
Paradeplatz 8, CH-8070, Zurich, Switzerland
Item 2(c). Citizenship or Place of Organization:
Switzerland
Item 2(d). Title of Class of Securities:
Ordinary Shares, par value IR(pound)0.01p per share
("Ordinary Shares")
Item 2(e). CUSIP Number:
26883Y102
Item 3. If this statement is filed pursuant to Sections
240.13d-1(b) or 240.13d-2(b) or (c), check
whether the person filing is a(n):
(a) [ ] Broker or dealer registered under
section 15 of the Act (15 U.S.C.
78o);
(b) [ ] Bank as defined in section 3(a)(6)
of the Act (15 U.S.C. 78c);
(c) [ ] Insurance company as defined in
section 3(a)(19) of the Act (15
U.S.C. 78c);
(d) [ ] Investment company registered under
Section 8 of the Investment Company
Act of 1940 (15 U.S.C. 80a-8);
(e) [ ] Investment adviser in accordance with
Section 240.13d-1(b)(1)(ii)(E);
Page 3 of 8 Pages
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(f) [ ] Employee benefit plan in accordance
with Section 240.13d-1(b)(1)(ii)(F);
(g) [ ] Parent holding company or control
person in accordance with
Section 240.13d-1(b)(1)(ii)(G);
(h) [ ] Savings associations as defined in
Section 3(b) of the Federal Deposit
Insurance Act;
(i) [ ] Church plan that is excluded from the
definition of an investment company under
Section 3(c)(14) of the Investment Company
Act of 1940 (15 U.S.C. 80a-3)
(j) [ ] Group, in accordance with Section
240.13d-1(b)(1)(ii)(J).
Not applicable.
Item 4. Ownership.
(a) Amount beneficially owned as of December 31,
1997: 2,212,522 shares
(b) Percent of Class: 6.4%.
(c) Number of shares as to which such person has:
(i) sole power to vote or to direct the
vote: ---
(ii) shared power to vote or to direct the
vote: 2,212,522 shares
(iii) sole power to dispose or to direct
disposition of: ---
(iv) shared power to dispose or to direct
disposition of: 2,212,522 shares
As of December 31, 1997, Credit Suisse First Boston Western
European Merchant Partners, L.P., the general partner of which is
Credit Suisse First Boston Global Merchant Partners, L.P., the
general partner of which is CSFB IGP, a wholly-owned subsidiary
of CSG, directly owned 2,212,522 Ordinary Shares, which represent
6.4% of the 34,715,400 Ordinary Shares outstanding (as reported
in the Issuer's Registration Statement on Form F-1, filed with
the Securities and Exchange Commission on October 14, 1997).
Item 5. Ownership of Five Percent or Less of a Class.
If this statement is being filed to report the fact that as
of the date hereof the reporting person has ceased to be the
beneficial owner of more than five percent of the class of
securities, check the following [ ].
Page 4 of 8 Pages
<PAGE>
Item 6. Ownership of More than Five Percent on Behalf
of Another Person.
Not applicable.
Item 7. Identification and Classification of the Subsidiary
Which Acquired the Security Being Reported on by the
Parent Holding Company.
CSG is filing this Statement on Schedule 13G pursuant to
Rule 13d-1(d) under the Securities Exchange Act of 1934, as
amended (the "1934 Act"). See Exhibit 1 hereto, which is hereby
incorporated herein and made a part hereof.
Item 8. Identification and Classification of Members of
the Group.
CSG is filing this Statement on Schedule 13G pursuant to
Rule 13d-1(d) under the 1934 Act. See Exhibit 1 hereto.
Item 9. Notice of Dissolution of Group.
Not applicable.
Item 10. Certification.
Not applicable.
Page 5 of 8 Pages
<PAGE>
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.
Dated: February 12, 1998
CREDIT SUISSE GROUP
By /s/ Linda H. Hanauer
----------------------------
Name: Linda H. Hanauer
Signing in the capacity of
Attorney-in-Fact, pursuant
to the Power of Attorney
set forth as Exhibit 2
attached hereto and
incorporated herein by
reference.
Page 6 of 8 Pages
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EXHIBIT 1
Credit Suisse First Boston Western European Merchant
Partners, L.P. ("Merchant Partners") is a Delaware limited
partnership the general partner of which is Credit Suisse First
Boston Global Merchant Partners, L.P. ("Global Merchant
Partners"), a Delaware limited partnership. The general partner
of Global Merchant Partners is CSFB IGP ("IGP"), a corporation
organized under the laws of the Canton of Zug, Switzerland. IGP
is a wholly-owned subsidiary of Credit Suisse Group ("CSG"), a
corporation organized under the laws of Switzerland. The
principal place of business of each of Merchant Partners and
Global Merchant Partners is located at Eleven Madison Avenue, New
York, New York, and the principal place of business of IGP is
located at c/o Credit Suisse, Bahnhofstrasse 17, 6301 Zug,
Switzerland. CSG is filing this Statement on Schedule 13G
pursuant to Rule 13d-1(d) under the Securities Exchange Act of
1934, as amended, on behalf of itself, Merchant Partners, Global
Merchant Partners and IGP to report (i) the direct beneficial
ownership by Merchant Partners of Ordinary Shares, par value
IR(pound)0.01p per share, of Esat Telecom Group plc ("Ordinary
Shares"), (ii) the indirect beneficial ownership by Global
Merchant Partners and IGP of Ordinary Shares directly owned by
Merchant Partners and (iii) the indirect beneficial ownership by
CSG of Ordinary Shares directly owned by Merchant Partners.
Page 7 of 8 Pages
<PAGE>
EXHIBIT 2
POWER OF ATTORNEY
WHEREAS, Credit Suisse Group ("CSG") proposes to file
with the Securities and Exchange Commission (the "SEC"), under
the Securities Exchange Act of 1934 and the rules promulgated
thereunder, as amended (the "1934 Act"), a Statement on Schedule
13G (the "Esat 13G") to report the beneficial ownership of
certain securities issued by Esat Telecom Group plc ("Esat"); and
WHEREAS, CSG may, from time to time after the date
hereof, undertake to file with the SEC one or more additional
Statements on Schedule 13G, Statements on Schedule 13D,
Statements of Beneficial Ownership on Form 3, Form 4 or Form 5 or
amendments with respect to any such filings, in each case under
the 1934 Act, and, if applicable, filings on any successor form
thereto, with respect to securities issued by Esat or by any
other issuer (collectively, the "Additional Filings").
NOW, THEREFORE, the undersigned, Peter Derendinger and
Bret A. Cohen, in their capacities as a Managing Director and a
Vice President of CSG, being duly authorized to execute this
Power of Attorney, do hereby, on behalf of CSG, appoint Richard
M. Levine, Linda H. Hanauer and David A. DeNunzio and each of
them severally, the true and lawful attorney or attorneys of CSG
with power to act with or without the other and with full power
of substitution and resubstitution, to execute, on behalf of CSG,
the Esat 13G and any or all of the Additional Filings, together
with all instruments necessary or incidental in connection
therewith, and to file the same with the SEC, all fully to all
intents and purposes, and hereby ratify and approve the acts of
said attorneys and each of them.
IN WITNESS WHEREOF, the undersigned have executed this
instrument this 11th day of February, 1998.
CREDIT SUISSE GROUP
By: /s/ Peter Derendinger
-----------------------------
Name: Peter Derendinger
Title: Managing Director
By: /s/ Bret A. Cohen
-----------------------------
Name: Bret A. Cohen
Title: Vice President
Page 8 of 8 Pages
