SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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SCHEDULE 13D
(Amendment No. 5)
UNDER THE SECURITIES EXCHANGE ACT OF 1934
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PLD Telekom Inc.
(Issuer)
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Common Stock, par value $0.01 per share
(Title of Class of Securities)
71623P102
(CUSIP Number of Class of Securities)
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Kenneth C. Claydon
Cable and Wireless plc
124 Theobalds Road
London WC1X 8RX
England
(0171) 315 4000
(Name, Address and Telephone Number of Person
Authorized to Receive Notice and Communications
on Behalf of Bidder)
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Copies of communications to:
Edward F. Greene, Esq.
Cleary, Gottlieb, Steen & Hamilton
City Place House
55 Basinghall Street
London EC2V 5EH
United Kingdom
N/A
Time of Event
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CUSIP No. 71623P109 Page 2 of Pages
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1. NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Cable and Wireless Public Limited Company
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2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) |_|
See Items 2 and 4 (b) |_|
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3. SEC USE ONLY
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4. SOURCE OF FUNDS
Not applicable.
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5. CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEM 2(d) OR 2(e) |_|
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6. CITIZENSHIP OR PLACE OF ORGANIZATION
United Kingdom
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NUMBER OF 7. SOLE VOTING POWER
SHARES 10,305,739 Shares. See Item 5.
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BENEFICIALLY 8. SHARED VOTING POWER
OWNED BY - 0 -
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EACH 9. SOLE DISPOSITIVE POWER
REPORTING 10,305,739 shares. See Item 5.
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PERSON WITH 10. SHARED DISPOSITIVE POWER
- 0 -
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11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING
PERSON
10,305,739 shares. See Item 5.
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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) 31%.
See Item 5.
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14. TYPE OF REPORTING PERSON
CO
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SCHEDULE 13D
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CUSIP No. 71623P109 Page 3 of Pages
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1. NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Navona Communications Corporation Ltd.
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2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) |_|
See Items 2 and 4 (b) |_|
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3. SEC USE ONLY
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4. SOURCE OF FUNDS
Not applicable.
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5. CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEM 2(d) OR 2(e) |_|
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6. CITIZENSHIP OR PLACE OF ORGANIZATION
Bermuda
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NUMBER OF 7. SOLE VOTING POWER
SHARES 10,305,739 Shares. See Item 5.
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BENEFICIALLY 8. SHARED VOTING POWER
OWNED BY - 0 -
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EACH 9. SOLE DISPOSITIVE POWER
REPORTING 10,305,739 shares. See Item 5.
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PERSON WITH 10. SHARED DISPOSITIVE POWER
- 0 -
- --------------------------------------------------------------------
11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING
PERSON
10,305,739 shares. See Item 5.
- --------------------------------------------------------------------
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) 31%.
See Item 5.
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14. TYPE OF REPORTING PERSON
CO
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Item 1. Security and Issuer
This Amendment No. 5 to Statement on Schedule 13D
(this "Amendment") relates to the Common Shares, without par
value (the "Common Shares") of PLD Telekom Inc., a Delaware
corporation (the "Company"), which was formerly known as
Petersburg Long Distance Inc. and supplements the information set
forth in the Statement on Schedule 13D of Cable and Wireless
Public Limited Company ("Cable and Wireless") and Navona
Communications Corporation Ltd. ("Navona") filed on April 7, 1994
(the "Initial Statement"), as amended by Amendment No. 1 thereto,
filed on July 12, 1994 ("Amendment No. 1"), Amendment No. 2
thereto, filed on January 4, 1995 ("Amendment No. 2"), Amendment
No. 3 thereto, filed on February 5, 1996 ("Amendment No. 3") and
Amendment No.4 thereto, filed on July 29, 1997 ("Amendment No.
4", and together with the Initial Statement and Amendment Nos. 1
to 3, the "Amended Statement").
The principal executive offices of the Company are
located at 1270 Avenue of the Americas, Suite 2218, New York, New
York 10020.
Item 2. Identity and Background
The persons filing this Amended Statement are Cable
and Wireless plc ("Cable and Wireless") and Navona Communications
Corporation Ltd. ("Navona").
Cable and Wireless is a company organized under the laws of the
United Kingdom. The address of its principal business and its
principal office is:
124 Theobalds Road
London WC1X 8RX
England
Cable and Wireless, directly and through its subsidiaries and
affiliates, provides telecommunications products and services,
including telephone, facsimile, telex and data transmission.
Navona is a company organized under the laws of
Bermuda. The address of its principal business and its principal
office is:
Cedar House,
41 Cedar Avenue
Hamilton HM12, Bermuda
Schedule A hereto sets forth certain information
regarding each executive officer and director of Cable and
Wireless and Navona Communications Corporation Ltd. ("Navona").
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As described in this Amended Statement, Navona is a wholly-owned
subsidiary of Cable and Wireless.
Item 3. Source and Amount of Funds or Other Consideration
Initial Filing
As described in greater detail in Item 4 of this
Amended Statement, on March 29, 1994, Cable and Wireless acquired
all of the outstanding shares (the "Navona Shares") of Navona
from Harbour Finance Limited, a Bermuda corporation ("Harbour"),
including nominal interests in Navona held by certain persons in
trust for Harbour. Prior to this acquisition, Navona, among other
transactions, acquired: (i) 2,500,000 Common Shares on March 17,
1994, and (ii) 550,055 Common Shares on March 25, 1994.
Concurrently with the acquisition by Cable and Wireless of the
Navona Shares, Navona acquired an additional 330,033 Common
Shares and, subject to the satisfaction of certain conditions,
subscribed to purchase up an additional 1,650,832 Common Shares
and a convertible note convertible into 1,649,080 Common Shares
(the "Convertible Note").
Cable and Wireless paid approximately $39.9 million
for the Navona Shares. As described in Item 4 of this Amended
Statement, Cable and Wireless may pay Harbour an additional fee
and expenses of not more than approximately $10.3 million.
The amount paid was from Cable and Wireless' working
capital.
To consummate the acquisition by Navona of 2,500,000
Common Shares on March 17, 1994, Navona borrowed $6 million from
Republic National Bank of New York in order to purchase shares of
Wireless Technology Corporation Limited, a British Virgin Islands
corporation ("WTC"). As described in Item 4 of this Amended
Statement, such shares of WTC were exchanged for the 2,500,000
Common Shares. To finance the acquisition by Navona of 550,055
Common Shares on March 25, 1994, Navona borrowed $5 million from
Cable and Wireless. The loan agreements with Republic National
Bank of New York and Cable and Wireless are filed as Exhibits to
the Amended Statement and the foregoing description is qualified
in its entirety thereto.
A part of the proceeds received by Navona from Cable
and Wireless for the Navona Shares were used to acquire an
additional 330,033 Common Shares on March 29, 1994 and to retire
the borrowing from Republic National Bank of New York and Cable
and Wireless in full.
Amendment No. 2
Item 3 is supplemented to add the following additional
information:
On December 28, 1994, the Company consummated a public
offering of 15,750,000 Common Shares at a price to the public of
$6.25 per Common Share (the "Public Offering"). On December 28,
1994, Navona purchased 4,915,475 Common Shares in the Public
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Offering at the price offered to the public for an aggregate
purchase price of $30,721,718. The purchase price for such Common
Shares was paid from Cable and Wireless' working capital.
Item 4. Purpose of Transaction
Initial Filing
The purpose of the acquisition of the Navona Shares
was to permit Cable and Wireless to obtain a significant
investment in the Company which, in turn, has made a number of
direct and indirect investments in telecommunications companies
and ventures in Russia and Kazakhstan.
The acquisition of the Navona Shares was effected
pursuant to an agreement dated as of March 11, 1994 among Cable
and Wireless, Harbour and Jonathan M. Smith and Maxwell L.H. Quin
(collectively, the "Trustees") (as replaced on March 29, 1994,
the "Navona Share Purchase Agreement"). The consummation of the
sale and purchase (the "Closing") of the Navona Shares occurred
on March 29, 1994 (the "Closing Date").
Pursuant to a Share Purchase Agreement dated November
5, 1993 (the "WTC Exchange Agreement"), on March 17, 1994, Navona
acquired 2,500,000 Common Shares from the Company in exchange for
all of the issued and outstanding capital stock of WTC.
Pursuant to a Subscription Agreement dated as of March
3, 1994 between Navona and the Company (as supplemented on March
25, 1994 and March 29, 1994, the "Common Share Subscription
Agreement"), the Company issued, and Navona acquired: (i) 550,055
Common Shares on March 25, 1994, and (ii) 330,033 Common Shares
on March 29, 1994. In addition, on March 29, 1994, Navona
subscribed to purchase, upon the satisfaction of certain
conditions, an additional 1,650,832 Common Shares and the
Convertible Note.
The descriptions of the Navona Share Purchase
Agreement, the WTC Exchange Agreement and the Common Share
Subscription Agreement (including the Convertible Note) contained
in this Amended Statement are summaries only of certain of the
material terms contained therein. Such agreements contain
additional material terms and conditions and copies of such
agreements are being filed as Exhibits hereto. Such descriptions
are qualified in their entirety by reference to such exhibits.
Except as otherwise described in this Item 4 below or
in Item 6 of this Amended Statement, none of Cable and Wireless
or Navona, or, to the best knowledge of Cable and Wireless and
Navona, any of the persons listed on Schedule A has any current
plans or proposals which relate to or would result in: (a) the
acquisition by any of them of additional securities of the
Company, or the disposition of the securities of the Company; (b)
an extraordinary corporate transaction, such as a merger,
reorganization or liquidation, involving the Company or any of
its subsidiaries; (c) a sale or transfer of a material amount of
assets of the Company or any of its subsidiaries; (d) any change
in the present board of directors or management of the Company,
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including any plans or proposals to change the number or term of
directors or to fill any existing vacancies on the board; (e) any
material change in the present capitalization or dividend policy
of the Company; (f) any other material change in the Company's
business or corporate structure; (g) changes in the Company's
charter or bylaws or other actions which may impede the
acquisition of control of the Company by any person; (h) causing
a class of securities of the Company to be delisted from a
national securities exchange or cease to be authorized to be
quoted in an inter-dealer quotation system of a registered
national securities association; (i) a class of equity securities
of the Company becoming eligible for termination of registration
pursuant to Section 12(g)(4) of the Exchange Act, or (j) any
action similar to those enumerated above.
Notwithstanding the foregoing, Cable and Wireless
reserves the right to take such action in the future as it deems
necessary or desirable in connection with its investment in the
Company.
The Navona Share Purchase Agreement
Under the Navona Share Purchase Agreement as
originally executed, Cable and Wireless was to acquire, for
approximately $81.4 million, 11,998 Navona Shares from Harbour
and 1 Navona Share from each of the Trustees. As modified, the
aggregate purchase price was reduced to approximately $39.9
million and, in certain circumstances, Cable and Wireless may pay
an additional fee and expenses of not more than approximately
$10.3 million to Harbour. The amount actually paid at the Closing
was reduced by the amount of Navona's borrowing from Cable and
Wireless, plus accrued interest. In addition, Cable and Wireless
agreed to pay the Trustees approximately $1.45 million to cover
certain of the expenses incurred by the Trustees in connection
with the transactions described in this Amended Statement.
The Navona Shares held by the Trustees were held on
trust for Harbour. The Navona Shares held by Harbour were held on
trust for the Hibiscus Trust.
Harbour and the Trustees have represented that the
12,000 Navona Shares represents all of the issued and outstanding
share capital of Navona.
As originally executed, the Closing was conditional,
among other matters, on Navona having acquired 5,030,920 Common
Shares and the Convertible Note and Navona, directly or through
the Company, holding certain investments (collectively, the
"Related Investments"). The Related Investments included:
(a) 50% of the capital stock of Peterstar Company
Limited ("Peterstar") directly and 9% of the capital stock of
Peterstar indirectly;
(b) not less than 15% of the capital stock of
Petersburg Telephone Network ("PTN");
(c) 100% of the capital stock of WTC;
(d) 50% of BESET International (by virtue of the
shareholding in WTC);
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(e) 100% of the ordinary inscribed shares, being all
of the shares in issue, of Manacorp AO ("Manacorp");
(f) 100% of the capital stock of NWE International
Inc.;
(g) 100% of the capital stock of NWE Capital (Cyrpus)
Limited;
(h) 100% of the capital stock of Abbey Holding
Corporation; and
(i) 100% of the capital stock of VenTech Limited.
The Company has, at the date of this Amended
Statement, been unable to make the Related Investments in PTN or
Manacorp. In consequence, the Navona Share Purchase Agreement was
modified on March 29, 1994 through a replacement agreement that
incorporated by reference many of the terms of the originally
executed Navona Share Purchase Agreement. Among other
modifications, the aggregate purchase price for the Navona Shares
was reduced, the effect of the modifications to the Common Share
Subscription Agreement (as described below) was acknowledged, and
the conditions precedent relating to the making of the Related
Investments were eliminated (it being Cable and Wireless'
understanding that except for the PTN and Manacorp Related
Investments, that such Related Investments had in fact been
made). In addition, Cable and Wireless agreed to pay Harbour and
the Trustees an additional fee and expenses of up to
approximately $10.3 million if, prior to September 30, 1994,
either Cable and Wireless or the Company (or their related
companies) acquire at least 18.4% of the voting securities of PTN
for not more than $30 million or make a loan of not more than $30
million that can be converted into or exchanged for not less than
18.4% of the voting securities of PTN. Such payment increases as
the percentage of voting securities of PTN (or right thereto)
acquired increases, with the minimum amount of the payment
(assuming 18.4% is acquired) being approximately $9.5 million.
Under the Navona Share Purchase Agreement, Harbour and
the Trustees made various representations and warranties,
including customary representations and warranties concerning:
(a) the Navona Shares and the unencumbered ownership thereof by
Harbour and the Trustees; (b) the organization of Navona and the
authority of Navona to enter into the Navona Share Purchase
Agreement and certain related agreements; (c) the validity and
binding nature of the Navona Share Purchase Agreement and certain
related agreements; (d) the absence of the need to obtain any
consents or permits; (e) compliance with applicable laws; and (f)
the absence of litigation and governmental investigations.
Harbour and the Trustees also made certain representations and
warranties regarding WTC and with respect to the accuracy of the
information provided to Cable and Wireless regarding the Related
Investments.
Subject to certain limitations, Harbour and the
Trustees have agreed to indemnify Cable and Wireless in
connection with various matters, including in connection with any
breach by Navona of the Common Share Subscription Agreement and
certain related agreements, any breach by Harbour or the Trustees
of their representations and warranties set forth in the Navona
Share Purchase Agreement, and losses that may be incurred by
Cable and Wireless in respect of certain tax liabilities.
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If the Common Share Subscription Agreement or the
Convertible Note is rescinded or otherwise set aside, Harbour and
the Trustees have agreed that Cable and Wireless will be entitled
to repayment of the consideration paid for the Navona Shares upon
retransfer of the Navona Shares by Cable and Wireless to Harbour
and the Trustees. The Trustees have further agreed that, for
specified periods, the Hibiscus Trust will maintain at least $5
million in assets.
Harbour and the Trustees agreed that, prior to the
Closing, they would cause Navona to comply with certain conduct,
including causing Navona to: (a) enforce all of its rights under
the Common Share Subscription Agreement; (b) not assign its
rights thereunder; and (c) not cause a breach of the
representations and warranties of Harbour and the Trustees under
the Navona Share Purchase Agreement.
The Navona Share Purchase Agreement states that it is
to be governed by and construed in all respects in accordance
with English law.
The Common Share Subscription Agreement
General Terms
As originally executed, the Common Share Subscription
Agreement contemplated that the Company would issue, and Navona
would purchase, 2,530,920 Common Shares and the Convertible Note
in the principal amount of $14,990,137. As modified, the Company
issued to Navona 550,055 Common Shares on March 25, 1994 and
330,033 Common Shares on March 29 1994. The per share price for
these Common Shares was $9.09, for an aggregate purchase price of
$8 million. In addition, on March 29, 1994, Navona conditionally
subscribed to purchase an additional 1,650,832 Common Shares (at
$9.09 per share, for an aggregate purchase price of $15,006,063)
and the Convertible Note (for a purchase price of $14,990,137).
Under the WTC Exchange Agreement, Navona agreed to
transfer all of the issued and outstanding shares of WTC (to be
acquired by Navona under an agreement with the owner thereof) to
the Company in consideration of 2,500,000 Common Shares. Pursuant
to the Common Share Subscription Agreement, such Common Shares
were deemed to be subscribed for pursuant to the Common Share
Subscription Agreement.
The obligation of Navona to subscribe for the
additional 1,650,832 Common Shares and the Convertible Note is
subject to certain conditions, including the condition that prior
to September 30, 1994, the Company acquire at least 18.4% of the
voting securities of PTN for not more than $30 million or make a
loan of not more than $30 million that can be converted into or
exchanged for not less than 18.4% of the voting securities of
PTN.
Under the Convertible Note, the principal amount of
$14,990,128 will convertible at the option of Navona, at $9.09
per share, into 1,649,080 Common Shares. Among other reasons, the
Convertible Note may be issued because of the Company's
determination that if the Common Shares underlying the
Convertible Note were directly issued, the total number of Common
Shares issued to Navona would exceed an applicable threshold and
would therefore
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require the prior approval of the Canadian government under the
Investment Canada Act. Navona has agreed not to exercise its
right to convert the Convertible Note unless in compliance with
the Investment Canada Act. Cable and Wireless presently intends,
if the Convertible Note is issued, to cause Navona to seek
approval under the Investment Canada Act and presently intends to
cause Navona to convert the Convertible Note into Common Shares,
although Navona is not obligated (and Cable and Wireless is not
obligated to cause Navona) to do so. Cable and Wireless reserves
its rights to prevent Navona from converting the Convertible Note
into Common Shares if Cable and Wireless deems appropriate in its
sole discretion.
The Convertible Note will bear interest at a per annum
rate equal to the prime rate (as published in the Wall Street
Journal) plus two percent. The Convertible Note will mature on
the first anniversary of issuance and the holder may require
prepayment to the extent that the number of shares in PTN
acquired by the Company is below a specified amount. Accrued
interest will be payable upon repayment or prepayment of the
principal amount of the Convertible Note. The Convertible Note
may only be converted by Navona for the entire principal amount
then outstanding and if the Convertible Note is converted, no
interest is payable. The obligations of the Company under the
Convertible Note will be secured by pledges of securities
acquired in connection with the Related Investments in Peterstar
and Manacorp. The Convertible Note will contain "antidilution
provisions" providing for the adjustment of the conversion price
upon the occurrence of certain events, such as the payment of a
stock dividend, stock split, reverse stock split, stock
reclassification, consolidation or merger. Upon the failure to
pay when due any amounts owing under the Convertible Note or the
bankruptcy or insolvency of the Company, Navona may declare the
Convertible Note immediately due and payable.
The consummation of the transactions contemplated by
the Common Share Subscription Agreement was conditional upon a
number of matters, including the transfer of all of the
outstanding WTC securities acquired by Navona to the Company
pursuant to the WTC Exchange Agreement and the existence of
certain of the other Related Investments and the consummation of
certain transactions relating thereto. As indicated above, the
Related Investments in PTN and Manacorp were not made and, as a
result, the Common Share Subscription Agreement was modified to
eliminate these requirements.
Under the Common Share Subscription Agreement, the
Company made various representations and warranties, including
customary representations and warranties concerning: (a) the
lawful ability of the Company to issue the Common Shares acquired
pursuant thereto and the Convertible Note (and the Common Shares
underlying the Convertible Note); (b) the organization of the
Company and the authority of the Company to enter into the Common
Share Subscription Agreement; (c) the validity and binding and
enforceable nature of the Common Share Subscription Agreement;
(d) the absence of the need to obtain any consents or permits in
connection with the transactions contemplated by the Common Share
Subscription Agreement; (e) the absence of any material and
adverse changes since December 31, 1992; and (f) the absence of
any undisclosed litigation or investigations. The Company also
made certain representations and warranties regarding WTC and the
other Related Investments and the agreements and transactions
relating thereto and with respect to the accuracy of the
information,
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including financial Amended Statements, provided to Navona or
filed with the Securities and Exchange Commission.
Under the Common Share Subscription Agreement, Navona
made various representations and warranties to the Company,
including customary representations and warranties concerning the
organization of Navona and the authority of Navona to enter into
Common Share Subscription Agreement and the validity and binding
and enforceable nature of the Common Share Subscription
Agreement. Navona also represented and warranted that it was
acquiring the Common Shares and the Convertible Note for
investment purposes and not with a view to the resale or
distribution thereof, except, in accordance with the Common Share
Subscription Agreement.
Each of the Common Share Subscription Agreement and
the Convertible Note states that it is to be governed by, and
construed in accordance with, the laws of Ontario, Canada.
Management
Under the Common Share Subscription Agreement, the
Company has agreed to nominate two directors designated by Navona
as part of the slate of directors put forward by management for
shareholder approval for so long as Navona owns at least 25% of
the total voting stock of the Company. Cable and Wireless intends
to cause Navona, through such designees and otherwise, to exert
as much influence on the management and affairs of the Company as
Cable and Wireless may deem appropriate in the circumstances.
Restrictions on Transfer; Registration Rights
Under the Common Share Subscription Agreement, Navona
has agreed that Navona will not offer, sell, or otherwise dispose
of any securities (or rights to acquire such securities) of the
Company without the prior written consent of the Company: (i)
with respect to the Common Shares acquired pursuant to the WTC
Exchange Agreement and on March 25, 1994, for a period of one
year after that date, (ii) with respect to Common Shares acquired
on March 29, 1994, for a period of one year after that date, and
(iii) with respect to Common Shares that may be acquired pursuant
to Navona's additional subscription and the Common Shares
underlying the Convertible Note, for a period of one year after
the date of issuance.
The Common Shares acquired pursuant to the Common
Share Subscription Agreement (including the Common Shares
acquired pursuant to the WTC Exchange Agreement) and the Common
Shares that may be acquired pursuant to Navona's additional
subscription and underlying the Convertible Note (collectively,
the "Registrable Shares") have not been registered under the
Securities Act of 1933, as amended (the "Securities Act"), or the
securities laws of any state ("Blue Sky Laws"). The Company has
agreed that, at the request of Navona, the Company will, subject
to certain limitations, register the Registrable Shares under the
Securities Act and applicable Blue Sky Laws (a "Demand
Registration"): (i) at any time on or after March 25, 1995, with
respect to Common Shares acquired on or before March 25, 1994;
(ii) at any time on or after the March 29, 1995, with respect to
Common Shares acquired on March 29, 1994, and (iii) at any time
on or after the first anniversary of the issuance of Common
Shares and the
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Convertible Note pursuant to Navona's additional subscription,
with respect to such Common Shares and the Common Shares
underlying such Convertible Note. Navona may only request one
Demand Registration and, in connection therewith, Common Shares
having not less than $1,000,000 in value must be registered in a
"firm underwriting" public offering.
In addition, if the Company proposes at any time to
register Common Shares under the Securities Act, the Company
will, subject to certain limitations, give Navona the opportunity
to register some or all of the Registrable Shares along with the
Common Shares the Company proposes to register (a "Piggyback
Registration").
With certain exceptions (such as underwriting discount
and commissions), the expenses incurred in a Demand Registration
or Piggyback Registration will be borne by the Company.
Navona has agreed that if the Company registers
securities under the Securities Act, then, except for Registrable
Shares included in such registration, Navona will not sell, make
any short sale of, loan, grant any option for the purchase of, or
otherwise dispose of any Registrable Shares for a period, as
determined by the Company, of up to 120 days following the
effective date of such registration.
Each of Navona and the Company has agreed to indemnify
the other, and certain of their related parties and agents
(including underwriters) for certain liabilities caused by it and
arising in connection with the registration of Registrable
Shares.
The Company has agreed to take certain actions in
order to facilitate sales of Registrable Shares under Rule 144 of
the Securities Act.
Amendment No. 1.
Item 4 is hereby supplemented to add the following
additional information:
June 3, 1994 Documentation and Subsequent Transactions
On June 3, 1994, various agreements and arrangements
were entered into which modified the terms of Navona Share
Purchase Agreement and the Common Share Subscription Agreement.
Since the filing of the Initial Statement, Cable and Wireless has
become aware of an opportunity to acquire an equity interest in
St. Petersburg Interstate Telephone Network ("LMTS") through
Monogram Telecommunications Limited ("Monogram").
Under a Loan Agreement dated June 3, 1994 between
Cable and Wireless and Monogram (the "Monogram Loan Agreement"),
Cable and Wireless has agreed to lend Monogram up to $16,000,000
for purposes of acquiring shares in LMTS.
The Company and Monogram have entered into an
agreement dated June 3, 1994 (the "Monogram Put and Call
Agreement"). Under the Monogram Put and Call Agreement, the
Company has the option to purchase from Monogram, and Monogram
has the option to require
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the Company to purchase from Monogram, LMTS shares acquired by
Monogram with the proceeds it receives under the Monogram Loan
Agreement, for an amount equal to the direct and indirect
acquisition costs of such shares (but not to exceed $16,000,000)
plus interest payable by Monogram on the loan from Cable and
Wireless. Each of the options may only be exercised once.
The Monogram Loan Agreement and the Monogram Put and
Call Agreement led to modifications to the Common Share Purchase
Agreement and Navona Share Purchase Agreement, which were
described in the Initial Statement.
Further Variation Agreement Amending Common Share Purchase
Agreement
Under the Common Share Purchase Agreement, Navona
agreed to subscribe for an additional 1,650,832 Common Shares and
a Convertible Note with a principal amount of $14,990,137
(convertible into 1,649,080 Common Shares), conditioned on the
Company acquiring at least 18.4% of the voting shares of PTN for
not more than $30 million or making a loan of not more than $30
million that could be converted into or exchanged for not less
than 18.4% of the voting shares of PTN (the "Initial PTN
Condition"). Under a Further Variation Agreement dated June 3,
1994 between the Company and Navona (the "Further Variation
Agreement"), this condition was modified. The total amount of
Navona's obligation remains the same. However, Navona has agreed
to purchase, at $9.09 per Common Share, up to 1,650,832 Common
Shares (for approximately $15,006,000) and a Convertible Note
with a principal amount of up to $993,938 (still convertible at
$9.09 per Common Share), if, by September 3, 1994, and
contemporaneously therewith, the Company purchases the LMTS
shares pursuant to the Monogram Put and Call Agreement. Navona
has further agreed to purchase an additional Convertible Note in
a principal amount of up to $13,996,200, conditioned on the
purchase by September 30, 1994 of more than 10% of the PTN voting
shares (or the making of a loan convertible into more than 10% of
the PTN voting shares) for a total amount not exceeding
$13,996,200.
Under the Common Share Purchase Agreement, Navona
agreed not to offer, sell or otherwise dispose of any securities
of the Company (or rights to acquire such securities) without the
prior written consent of the Company for the periods commencing
on the dates referred to in the Initial Statement. The Further
Variation Agreement clarifies that, with respect to the Common
Shares and Convertible Notes (and Common Shares underlying such
Convertible Notes) that may be purchased by Navona in respect of
the LMTS transaction and the PTN transaction, the one-year period
commences on the respective dates they are so purchased by
Navona.
Under the Common Share Purchase Agreement, the Company
agreed to register under the Securities Act and applicable Blue
Sky Laws the Common shares acquired by Navona (including Common
Shares underlying the Convertible Note) in a Demand Registration
following the end of the periods commencing on the dates referred
to in the Initial Statement. The Further Variation Agreement
clarifies that, with respect to the Common Shares (including
Common Shares underlying the Convertible Notes) that may be
purchased by Navona in respect
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<PAGE>
of the LMTS transaction and the PTN transaction, the Demand
Registration right may be exercised only after the end of the
one-year period commencing on the respective dates they are so
purchased by Navona.
Second Replacement Agreement Replacing Navona Share Purchase
Agreement
Under the Navona Share Purchase Agreement, Cable and
Wireless agreed to pay to Harbour and the Trustees a fee of up to
approximately $10,300,000 if Cable and Wireless or the Company
acquired at least 18.4% of the voting shares of PTN or made a
loan convertible into such shares. Under a Second Replacement
Agreement dated June 3, 1994, among Cable and Wireless, the
Trustees and Barbour (the "Second Replacement Agreement"), the
Navona Share Purchase Agreement was replaced. Under the Second
Replacement Agreement, the fee contemplated in the Navona Share
Purchase Agreement was modified, such that a fee of $5,490,492
will be paid if, by September 3, 1994, the Company acquires at
least 10% of the voting power of the outstanding shares of LMTS
and the right to appoint at least one director to the board of
LMTS. If by September 30, 1994, Cable and Wireless or the Company
acquires at least 10% of the voting power of the PTN shares (or
makes a loan convertible into at least 10% of the voting power of
the PTN shares) for a total amount not exceeding $14,000,000 and
obtains (or upon conversion of a loan, would obtain) the right to
appoint at least one director to the board of PTN, Cable and
Wireless will pay a fee of $4,804,172.
July 8, 1994 Transactions
Monogram subsequently made a successful bid to
purchase LMTS shares and in early July acquired 13.4% of the
voting shares of LMTS. On July 8, 1994, the Company exercised its
option under the Monogram Put and Call Agreement to purchase the
LMTS shares acquired by Monogram. As contemplated in the Further
Variation Agreement, the Company's acquisition was financed
through the acquisition by Navona of 1,650,832 Common Shares (for
$15,006,000) and a Convertible Note (for $993,938).
June 28, 1994 Documentation
On June 28, 1994, Cable and Wireless entered into
agreements with Mizzen Corporation ("Mizzen"), pursuant to which
Cable and Wireless may obtain the opportunity to acquire an
equity interest in PTN (referred to as "LGTS") in such
agreements), as contemplated in the Further Variation Agreement
and Second Replacement Agreement.
Under a Loan Agreement dated June 28, 1994 between
Cable and Wireless and Mizzen (the "Mizzen Loan Agreement"),
Cable and Wireless has agreed to lend Mizzen up to $13,996,200
for purposes of acquiring at least 10% of the voting shares of
PTN. Any PTN shares so acquired will be pledged to Cable and
Wireless to secure repayment of the loan.
The Company and Mizzen have entered into an agreement
dated June 28, 1994 (the "Mizzen Put and Call Agreement"). Under
the Mizzen Put and Call Agreement, the Company has the option to
purchase from Mizzen, and Mizzen has the option to require the
Company to purchase from Mizzen, PTN shares acquired by Mizzen
with the proceeds it
14
<PAGE>
receives under the Mizzen Loan Agreement, for an amount equal to
the direct and indirect acquisition costs of such shares (but not
to exceed $13,996,200). Each of the options may only be exercised
once.
The descriptions of the Monogram Loan Agreement,
Monogram Put and Call Agreement, Second Replacement Agreement,
Further Variation Agreement, Mizzen Loan Agreement and Mizzen Put
and Call Agreement contained in this Amendment are summaries only
of certain of the material terms contained therein. Such
agreements contain additional material terms and conditions and
copies of such agreements are being filed as Exhibits hereto.
Such descriptions are qualified in their entirety by reference to
such Exhibits.
Notwithstanding Item 4 of the initial statement, as
supplemented by this Amendment No.1, Cable and Wireless reserves
the right to take such action in the future as it deems necessary
or desirable in connection with its investment in the Company. In
that regard, Cable and Wireless and the Company are exploring
possible structures through which the subsidiaries of the Company
and subsidiaries and affiliates of Cable and Wireless might
become more closely aligned and whether any of the Company's
interests in subsidiaries should be disposed of by the Company.
Amendment No. 2
Item 4 of the Amended Statement is hereby supplemented
to add the following additional information:
As indicated in Item 3, on December 28, 1994, Navona
purchased 4,915,475 Common Shares in the Public Offering. The
purpose of this purchase was to allow Cable and Wireless to
maintain, through Navona, its position as the major investor in
the Company.
Navona waived its right to a Piggyback Registration of
its Common Shares in connection with the registration of Common
Shares sold in the Public Offering.
As indicated in the Amended Statement, Cable and
Wireless, Navona and the Company have entered into a number of
arrangements including an agreement pursuant to which Navona will
purchase a Convertible Note in a principal amount of up to
$13,996,200 (convertible at $9.09 per Common Share into 1,539,736
Common Shares), conditioned on the purchase by the Company of a
requisite amount of voting securities of PTN. These arrangements
have been extended to June 30, 1995. The Company has informed
Cable and Wireless that the issuance of this Convertible Note may
be subject to approval of the stockholders of the Company.
As indicated in the Amended Statement, on July 8,
1994, Navona acquired 1,650,832 Common Shares and a Convertible
Note in the amount of $993,938, convertible, at $9.09 per Common
Share, into 109,344 Common Shares. On November 21, 1994, Navona
exercised its right to convert the Convertible Note into such
Common Shares.
In July, 1994, Cable and Wireless agreed to guaranty
certain bank indebtedness of the Company (a portion of which was
used to repay loans made by Cable and Wireless to the
15
<PAGE>
Company). In consideration therefor, on July 28, 1994, the
Company agreed, subject to obtaining the approval of the
Company's stockholders, to grant Cable and Wireless a warrant
(the "Warrant") to purchase up to 250,000 Common Shares (subject
to adjustment upon the occurrence of certain events) at an
exercise price of $11.3125 per Common Share, which Warrant would
expire on June 22, 1999. The issuance of the Warrant is not
expected to be presented to the Company's stockholders for
approval until 1995. (In addition to the foregoing, the Company
has agreed to pay a monthly guaranty fee to Cable and Wireless.)
Notwithstanding Item 4 of the Amended Statement, as
supplemented by this Amendment, Cable and Wireless reserves the
right to take such action in the future as it deems necessary or
desirable in connection with its investment in the Company. In
that regard, since the date that Cable and Wireless, through
Navona, became a significant stockholder in the Company, it has
engaged in a number of transactions with the Company. These
include making a number of advances to the Company to finance
working capital and acquisitions, providing a guaranty of certain
obligations of the Company (as referred to above), providing
certain assurances as to the ability of the Company to complete
its investment in Technocom Limited (and, with respect to which,
the Company may be obligated to issue additional securities to
Cable and Wireless in the future ), and extending certain of
Cable and Wireless' insurance coverages to the Company at an
agreed upon cost. Further, Cable and Wireless and the Company are
exploring possible structures through which the subsidiaries of
the Company and subsidiaries and affiliates of Cable and Wireless
might become more closely aligned and whether any of the
Company's interests in subsidiaries may be disposed of by the
Company.
Amendment No. 3.
Cable and Wireless and the Company have entered into
an option agreement (the "Option Agreement") dated January 27,
1996 pursuant to which Cable and Wireless has agreed to give the
Company a call option and the Company has agreed to give Cable
and Wireless a put option in respect of the 55,856 shares of
Baltic Communications Ltd. ("BCL") owned by Cable and Wireless
(the "Cable and Wireless Shares"), representing 77% of the
outstanding shares of BCL. BCL holds a telecommunications license
in St. Petersburg, Russia. Upon exercise of the options, the
purchase price of the Cable and Wireless Shares will be U.S. $1.
The exercise of the options is conditional upon approval of the
State Committee of the Russian Federation for Anti-monopoly
Policy and the Support of New Economic Structure (the
"Anti-monopoly Committee") to transfer the Cable and Wireless
Shares to the Company, approval by the Anti-monopoly Committee of
the purchase by the Company of the Russian Shareholder Shares (as
defined below) and BCL retaining its telecommunications license.
If these conditions are not satisfied by April 29, 1996 or if the
Anti-monopoly Committee's approval is refused, either the Company
or Cable and Wireless can cause BCL to be liquidated.
Pursuant to the Option Agreement, the Company has
agreed that there shall be paid within a specified time of
invoicing all amounts due to Mercury Communications Limited
("Mercury") as at December 31, 1995, pursuant to an International
Telecommunications Services Agreement between BCL and Mercury
dated November 16, 1992. The amount due is approximately
$1,475,000. Cable and Wireless owns 80% of Mercury.
16
<PAGE>
On January 25, 1996, Cable and Wireless issued a
guarantee in respect of a replacement loan facility provided to
the Company. Pursuant to the Option Agreement, Cable and Wireless
has agreed to increase the principal amount covered by such
guarantee agreement by $5,000,000 to an aggregate principal
amount of $22,500,000. The guarantee will remain for the period
ending March 31, 1996. Such $5,000,000 is to be used solely for
the purchase of the Russian Shareholder Shares and to pay the
amounts due to Mercury.
In addition, the Company has agreed to indemnify Cable
and Wireless against certain losses incurred by Cable and
Wireless as a result of Cable and Wireless, ownership of shares
of BCL and Cable and Wireless has agreed to indemnify BCL and the
Company against certain VAT claims by the Russian tax
authorities.
The Company has also entered into a share purchase and
sale agreement dated November 11, 1995 with AOOT Lenzyaz, AOOT
Rostelecom and AOOT St. Petersburg Telegraph to acquire 16,684
shares of BCL (the "Russian Shareholder Shares"), representing
23% of the outstanding shares of BCL. The transfer of such
Russian Shareholder Shares to the Company is also conditional
upon approval of the Anti-monopoly Committee. The purchase of the
Cable and Wireless Shares and the Russian Shareholders Shares,
once approved by the Anti-monopoly Committee and completed, would
give the Company 100% ownership of BCL. Subsequent to the filing
of Amendment No. 2 this transaction was completed and the Company
acquired 100% ownership of BCL.
The Company has also entered into an agreement dated
January 27, 1996 (the "Management Agreement") with BCL to provide
administrative services to BCL until such time as the
Anti-monopoly Committee grants approval for the Company to
provide managerial services to BCL.
The descriptions of the Option Agreement and the
Management Agreement contained in this Amendment are summaries
only of certain of the material terms contained therein. Such
agreements contain additional terms and conditions and copies of
such agreements are being filed as Exhibits hereto. Such
descriptions are qualified in their entirety by reference to such
exhibits.
As described in the Amended Statement, the Company
agreed, subject to obtaining approval from the Company's
stockholders, to grant Cable and Wireless a warrant (the
"Warrant") to purchase up to 250,000 Common Shares (subject to
adjustment upon the occurrence of certain events) at an exercise
price of $11.3125 per Common Share, which Warrant will expire on
June 22, 1999. The issuance of the Warrants was approved by the
Company stockholders at the Company's 1995 annual meeting.
As described in the Company's Form 20-F for the year
ended December 31, 1994, Complus Enterprises Holding S.A.
("Complus") owns 20% of the ordinary shares of Peterstar Company
Limited ("Peterstar"). The Company holds 59% of the ordinary
shares of Peterstar; 50% through a direct, wholly-owned
subsidiary and 9% through its 90% interest in PMT Ltd, which in
turn owns 10% of Peterstar. In January, 1995, Cable and Wireless
purchased an indirect 55% interest in Complus.
17
<PAGE>
Amendment No. 4
Item 4 is supplemented to add the following additional
information:
At present, Cable and Wireless is considering
alternatives for disposing of its stake in the Company.
Amendment No. 5
Item 4 is supplemented to add the following additional
information:
At present, while no definitive agreement has been
reached, Cable and Wireless is involved in active discussions
with a view to disposing of its stake in the Company.
Item 5. Interest in Securities of the Issuer
Initial Filing
As of the date of this Amended Statement, Cable and
Wireless, through Navona, beneficially owns 3,380,088 Common
Shares and has the right to subscribe for an additional 1,650,832
Common Shares and the Convertible Note, which is convertible into
1,649,080 Common Shares. For purposes of Regulation 13D under the
Securities Exchange Act of 1934, Cable and Wireless may be deemed
to beneficially own an aggregate of 6,680,000 Common Shares (the
"Deemed Outstanding Common Shares"). Based on information
provided by the Company, there were immediately prior to the
first acquisition of Common Shares by Navona described herein,
8,596,950 Common Shares outstanding and 1,052,000 Common Shares
under options or warrants. Assuming that all of the Deemed
Outstanding Common Shares were outstanding, but excluding Common
Shares under options and warrants, there would be 15,276,950
Common Shares outstanding and Cable and Wireless would hold 43.7%
of such outstanding Common Shares.
In addition to Common Shares, the Company currently
has outstanding 5,000,000 Series VIII Preferred Shares and
2,000,000 Series IX Preferred Shares.
Holders of Series VIII Preferred Shares are entitled
to vote with the holders of Common Shares on all matters brought
before such holders, and each Series VIII Preferred Share carries
.222 votes. (Each Common Share carries one vote.) Each Series
VIII Preferred Share is also convertible into .222 Common Shares.
Accordingly, the outstanding Series VIII Preferred Shares have
voting rights equivalent to, and may be converted into, 1,110,000
Common Shares.
Holders of Series IX Preferred Shares are entitled to
vote with the holders of Common Shares on all matters brought
before such holders, and each Series IX Preferred Share carries
.20 votes. Each Series IX Preferred Share is convertible into .20
Common Shares. Accordingly, the outstanding Series IX Preferred
Shares have voting rights equivalent to, and may be converted
into, 400,000 Common Shares.
18
<PAGE>
Assuming that all of the Deemed Outstanding Common
Shares were outstanding, but excluding Common Shares under
options and warrants, there would be 15,276,950 Common Shares
outstanding and (by reason of the Series VIII Preferred Shares
and the Series IX Preferred Shares outstanding) voting rights
equivalent to 16,786,950 Common Shares outstanding. Based on the
foregoing, Cable and Wireless has 39.8% of the voting power of
the Company's outstanding voting securities. Similarly, if all of
the Series VIII Preferred Shares and Series IX Preferred Shares
were converted, Cable and Wireless would beneficially own 39.8%
of the 16,786,950 Common Shares outstanding (representing 39.8%
of the voting power of the Company's voting securities).
On a "fully-diluted basis," i.e., assuming that all of
the Deemed Outstanding Common Shares were outstanding and the
conversion or exercise of the Series VIII Preferred Shares, the
Series IX Preferred Shares and all of the Common Shares under
options and warrants, Cable and Wireless would beneficially own
37.4% of the 17,838,950 Common Shares outstanding (representing
37.4% of the voting power of the Company's voting securities).
Cable and Wireless has, through Navona, the sole power
to vote and dispose of the Common Shares that have been or may be
issued to Navona as described herein.
In the past 60 days, none of Cable and Wireless,
Navona and, to the best knowledge of Cable and Wireless, the
persons listed on Schedule A, has effected any transactions in
the Common Shares or other securities of the Company, except as
described in Item 4.
To the best knowledge of Cable and Wireless and
Navona, none of the persons listed on Schedule A beneficially
owns or has any sole or shared power to vote or direct the vote,
or dispose of or direct the disposition of, any Common Shares or
any other securities of the Company (other than the power to
direct the voting or disposition thereof by Cable and Wireless or
Navona in his capacity as a director or executive officer of
Cable and Wireless or Navona, respectively.
Amendment No. 1
Item 5 is supplemented to add the following
information.
As indicated in Item 4 of this Amendment Statement, on
July 8, 1994, Navona exercised its rights to acquire 1,650,832
Common Shares and a Convertible Note. As a result of these
transactions, Cable and Wireless, through Navona, beneficially
owns 5,030,920 Common Shares and a Convertible Note convertible
into 109,344 Common Shares, and has the right to acquire a
further Convertible Note convertible into 1,539,736 Common
Shares. These transactions do not affect the aggregate number of
Common Shares reported in the Initial Statement (totalling
6,680,000 Common Shares) that, for purposes of the Securities
Exchange Act of 1934, may be deemed to be beneficially owned by
Cable and Wireless through Navona.
19
<PAGE>
Amendment No. 2
Item 5 is supplemented to add the following information:
As indicated in Item 4 of this Agreement, the date
through which Navona may be required to purchase an additional
Convertible Note in connection with the acquisition by the
Company of PTN voting shares has been extended to June 30, 1995.
As indicated in Item 4 of this Amendment, on November
21, 1994, Navona exercised its right to convert a Convertible
Note and acquired 109,344 Common Shares.
The extension and the conversion did not affect the
aggregate number of Common Shares reported in the Amended
Statement (totalling 6,680,000 Common Shares) that, for purposes
of the Securities Exchange Act of 1934, may be deemed to be
beneficially owned by Cable and Wireless through Navona.
As indicated in Item 4 of this Amendment, Cable and
Wireless, though Navona, purchased an additional 4,915,475 Common
Shares in the Public Offering. Accordingly, Cable and Wireless,
for purposes of the Securities Exchange Act of 1934, may be
deemed to beneficially own 11,595,475 Common Shares.
Based on information provided by the Company in its
prospectus for the Public Offering, following the consummation of
the Public Offering there were 30,012,214 Common Shares
outstanding (including 10,055,739 Common Shares beneficially
owned by Cable and Wireless through Navona, representing 33.5% of
the Common Shares actually outstanding).
According to the prospectus, there were also 1,284,500
Common Shares under options or warrants (not including 250,000
Common Shares under the Warrant, which has not been issued as of
the date of this Amendment). Assuming that 1,539,736 Common
Shares under the Convertible Note that may be issued to Navona
were outstanding (the "Additional Common Shares"), but excluding
Common Shares under other options and warrants, there would be
31,551,950 Common Shares outstanding and Cable and Wireless,
though Navona, would hold 36.8% of such Common Shares.
In addition to Common Shares, the Company currently
has outstanding 5,000,000 Series VIII Preferred Shares.
Holders of Series VIII Preferred Shares are entitled
to vote with the holders of Common Shares on all matters brought
before such holders, and each Series VIII Preferred Shares
carries .222 votes. (Each Common Shares carries one vote.) Each
Series VIII Preferred Share is also convertible into .222 Common
Shares. Accordingly, the outstanding Series VIII Preferred Shares
have voting rights equivalent to, and may be converted into,
1,110,000 Common Shares.
Assuming that the Additional Common Shares were
outstanding, but excluding Common Shares under other options and
warrants, there would be 31,551,950 Common Shares outstanding and
(by reason of the Series VIII Preferred Shares outstanding)
voting rights equivalent to 32,661,950 Common Shares outstanding.
Based on the foregoing, Cable and
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<PAGE>
Wireless, through Navona, has 35.5% of the voting power of the
Company's outstanding voting securities and would be deemed to
beneficially own such percentages upon the conversion of the
Series VIII Preferred Shares.
On a "fully-diluted basis", i.e., assuming that all of
the Additional Common Shares were outstanding and the conversion
or exercise of the Series VIII Preferred Shares and all of the
Common Shares under other options and warrants, Cable and
Wireless, through Navona, would beneficially own 34.2% of the
33,946,450 Common Shares outstanding (representing the same
percentages of the voting power of the Company's voting
securities).
Cable and Wireless has, through Navona, the sole power
to vote and dispose of the Common Shares that have been issued to
Navona or may be issued to Navona upon conversion of the
Convertible Note.
Amendment No. 3
Item 5 of the Amended Statement is hereby supplemented
to add the following information:
As indicated in the Amended Statement, the date
through which Navona was required to purchase an additional
Convertible Note (convertible into 1,539,736 Common Shares) in
connection with the acquisition by the Company of PTN voting
shares was June 30, 1995. Such requirement has lapsed.
As indicated in this Amendment, the Company's
stockholders approved the issuance of the Warrant for 250,000
Common Shares to Cable and Wireless. Accordingly, Cable and
Wireless, for purpose of the Securities Exchange Act of 1934, may
be deemed to beneficially own 10,305,739 Common Shares.
Based on information provided by the Company there
were 31,507,034 Common Shares outstanding as of December 31, 1995
(including 10,055,739 Common Shares beneficially owned by Cable
and Wireless through Navona, representing 31.9% of the Common
Shares actually outstanding).
According to the Company, there were also 1,741,500
Common Shares under options or warrants (including 250,000 Common
Shares under the Warrant). Assuming that 250,000 Common Shares
under the Warrant were outstanding (the "Additional Common
Shares"), but excluding Common Shares under other options and
warrants, there would be 31,757,034 Common Shares outstanding and
Cable and Wireless, through Navona, would hold 32.5% of such
Common Shares.
On a "fully-diluted basis", i.e., assuming that all of
the Additional Common Shares were outstanding and the exercise of
all of the Common Shares under other options and warrants, Cable
and Wireless, through Navona, would beneficially own 31.0% of the
33,248,534 Common Shares outstanding (representing the same
percentages of the voting power of the Company's voting
securities).
21
<PAGE>
Cable and Wireless has, through Navona, the sole power
to vote and dispose of the Common Shares that have been issued to
Navona or may be issued to Navona upon exercise of the Warrants.
In the past 60 days, none of Cable and Wireless,
Navona and, to the best knowledge of Cable and Wireless, the
persons listed on Schedule A, Schedule A1 and Schedule
A2, has effected any transactions in the Common Shares or other
securities of the Company, except as described in the Amended
Statement, as modified and supplemented by this Amendment.
Item 6. Contracts, Arrangements, Understandings or
Relationships with Respect to Securities of
the Issuer
For a description of certain contracts entered into
among the Company, Navona and Cable and Wireless relating to the
securities of the Company, see Items 3 and 4 of this Amended
Statement.
As indicated in the Amended Statement, under the
Common Share Subscription Agreement, the Company agreed to
nominate two directors designated by Navona as part of the slate
of directors put forward by management for shareholder approval
for so long as Navona owns at least 25% of the total voting stock
of the Company. Currently, those two directors are [Timothy
Patrick Lowry and Ted Dilley]. Cable and Wireless intends to
cause Navona, through such designees and otherwise, to exert as
much influence on the management and affairs of the Company as
Cable and Wireless may deem appropriate in the circumstances.
Except as described in this Amended Statement, none of
Cable and Wireless or Navona or, to the best knowledge of Cable
and Wireless and Navona, any of the persons listed on Schedule A,
has any contracts, arrangements, understandings (legal or
otherwise) between or among themselves or with the Company,
Navona or any other person with respect to the securities of the
Company.
Item 7. Material Filed as Exhibits
Exhibit 1 - Joint Filing Agreement, and Power of Attorney
of Navona in favor of Cable and Wireless regarding
the filing of Schedule 13D and amendments thereto
dated April 4, 1994
Exhibit 2 - Loan Agreement dated March 17, 1994 between
Navona and Republic National Bank of New York,
together with related Demand Note dated March 17,
1994 and Continuing General Security Agreement
dated March 17, 1994
Exhibit 3 - Loan Agreement dated March 15, 1994 between
Navona and Cable and Wireless, together with
related Memorandum of Deposit dated March 25, 1994
22
<PAGE>
Exhibit 4 - Navona Share Purchase Agreement (including
agreement replacing originally executed agreement)
Exhibit 5 - Common Share Subscription Agreement (including
the supplements thereto and the form of the
Convertible Note)
Exhibit 6 - WTC Exchange Agreement
Exhibit 7 - Second Replacement Agreement, replacing the
Navona Share Purchase Agreement
Exhibit 8 - Further Variation Agreement, further amending
the Common Share Subscription Agreement
Exhibit 9 - Monogram Put and Call Agreement
Exhibit 10 - Monogram Loan Agreement
Exhibit 11 - Mizzen Put and Call Agreement
Exhibit 12 - Mizzen Loan Agreement
All of the foregoing exhibits have been previously filed
23
<PAGE>
SIGNATURE
After reasonable inquiry and to the best of the
undersigned's knowledge and belief, the undersigned certifies
that the information set forth in this Amendment No. 5 to
Statement on Schedule 13D is true, complete and correct.
CABLE AND WIRELESS plc
March 23, 1998 S. Pettit
- ------------------------- -----------------------------
Date By: Stephen Pettit
NAVONA COMMUNICATIONS
CORPORATION LTD.
S. Pettit
-----------------------------
By: Cable and Wireless plc*
March 23, 1998 By: S. Pettit
- ------------------------- -----------------------------
Date
*Pursuant to Joint Filing Agreement and Power of Attorney of
Navona in favor of Cable and Wireless regarding the filing of
Schedule 13D and amendments thereto dated April 4, 1994, which
was filed as Exhibit 1 to the Statement on Schedule 13D on April
17, 1994.
24
<PAGE>
Schedule A
Executive Officers and Directory of Cable and Wireless
1. Dr. N. Brian Smith, was appointed non-executive
Chairman of Cable and Wireless on November 21,
1995. Dr. Smith is Chairman of BAA plc. He is a
British Citizen and resides at La Pergola, Hurley
Lane, Berkshire SL6 5LL.
2. Linus W.L. Cheung was appointed an Executive
Director of Cable and Wireless on January 1, 1995.
Mr. Cheung is Chief Executive Officer of Hong Kong
Telecom. He is a British Citizen and resides at 24
Middlegap Road, Hong Kong.
3. The Hon. Raymond Seitz was appointed a
non-executive Director of Cable and Wireless on
February 1, 1995. Mr. Seitz is a Senior Managing
Director of Lehman Brothers. He is an American
citizen and resides at 10 Penbridge Place, London,
W2 4XB.
4. David P. Nash was appointed a non-executive
Director of Cable and Wireless on September 12,
1995. He is a British citizen and resides at
Copcourt Manor, Copcourt, Near Tetsworth,
Oxfordshire OX9 7DE.
5. Stephen R. Pettit was appointed Executive
Director, Europe and Mobile of Cable and Wireless,
on September 12, 1995. He is a British citizen and
resides at 37 The Hill, Wheathampstead,
Hertfordshire A14 8PM.
6. Richard H. Brown was appointed an Executive
Director of Cable and Wireless on July 1, 1996.
Mr. Brown is Chief Executive Officer of Cable and
Wireless plc. He is an American citizen and
resides at 26 Chelsea Square, London SW3 6LF.
7. Robert E. Lerwill was appointed an Executive
Director of Cable and Wireless on January 14,
1997. Mr. Lerwill is Executive Director, Finance,
of Cable and Wireless plc. He is a British citizen
and resides at 46 Richmond Avenue, London N1 0NA.
8. Rodney J. Olsen was appointed Deputy Chief
Executive and Chairman, Asia Pacific Board in June
1996. Mr. Olsen has been a member of the Board
since January 1, 1986. He is a citizen of New
Zealand and resides at Hawthorne House, 1 Upper
Terrace, Hampstead, London NW3 6RH.
9. Sir Ralph H. Robins was named as a Non-executive
Director of Cable and Wireless on April 12, 1994.
He is Chairman of Rolls-Royce plc, 65 Buckingham
Gate, London SW1E 6AS, England. He is a British
citizen.
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<PAGE>
10. Winfried F.W. Bischoff was appointed a
Non-executive Director in 1991. He is a German
citizen and resides at 28 Bloomfield Terrace,
London SW1.
11. Dr. Janet P. Morgan was appointed a Non-executive
Director in 1988. She is a writer, a British
citizen and resides at 10 Old Church Lane,
DuddingstonVille, Edinburgh EH15 3PX Scotland.
To the best knowledge of Cable and Wireless, during
the past five years, none of the above-named persons have been
convicted in a criminal proceeding (excluding traffic violations
or similar misdemeanors) or was 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,
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.
Executive Officers and Directors of Navona
1. Roger Farnol Mortimer was appointed as a Director
of Navona on February 2, 1998. Mr. Mortimer is
Director, Global Businesses for Cable and Wireless
and resides at Bluegates Farm, Ashwell,
Hertfordshire SG7 SJE. He is a British citizen.
2. Judith Collis was appointed an Executive Director
of Navona Communications Corporation Limited on
March 28, 1996. Mrs. Collis is an attorney and
partner in the law firm A S & K Services Limited.
She is a British citizen and resides at
"Saltcotes", 10 Keith Hall Road, Warwick WK 06,
Bermuda.
3. Timothy Faries was appointed an Alternate Director
to Judith Collis on March 28, 1996. Mr. Faries is
an associate/attorney in the law firm A S & K
Services Limited. He is a British citizen and
resides at 6 Pinnacle Hill, Paget PG 02, Bermuda.
4. Joseph Lyon was appointed an Alternate Director to
Mr. Farnol on February 2, 1998. Mr. Lyon is a
Finance Manager in Cable and Wireless plc. He is a
British citizen and resides at 34 The Uplands,
Gerrards Cross, Buckinghamshire SL9 7JG, England.
To the best knowledge of Navona, during the past five
years, the above-named person has not been convicted in a
criminal proceeding (excluding traffic violations or similar
misdemeanors) or was 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, decree or
final order enjoining future violations to, or prohibiting or
mandating activities subject to, federal or state securities laws
or finding any violation with respect to such laws.
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