SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
SCHEDULE 13G
(Rule 13d-102)
INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT
TO RULES 13d-1(b), (c), AND (d) AND AMENDMENTS THERETO FILED
PURSUANT TO RULE 13d-2(b)
(Amendment No.______)(1)
EQUANT, N.V.
(Name of Issuer)
Common Shares, par value NLG 0.02 per share
(Title of Class of Securities)
294409107
(CUSIP Number)
July 20, 1998
(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)
- ----------
(1) 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 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. 294409107 13G Page 2 of 16 Pages
1. NAMES OF REPORTING PERSONS
I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS (ENTITIES ONLY)
Morgan Stanley Dean Witter & Co.
36-3145972
2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) [ ]
(b) [X](1)
3. SEC USE ONLY
4. CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
NUMBER OF SHARES 5. SOLE VOTING POWER - 0 -
BENEFICIALLY OWNED 6. SHARED VOTING POWER 51,428,560
BY EACH REPORTING 7. SOLE DISPOSITIVE POWER - 0 -
PERSON WITH 8. SHARED DISPOSITIVE POWER 51,428,560
9. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
51,428,560
10. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES
CERTAIN SHARES* [ ]
11. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
25.5%(2)
12. TYPE OF REPORTING PERSON*
CO; IA
*SEE INSTRUCTIONS BEFORE FILLING OUT!
- ----------
(1) See Exhibit 1.
(2) See Exhibit 2.
<PAGE>
CUSIP No. 294409107 13G Page 3 of 16 Pages
1. NAMES OF REPORTING PERSONS
I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS (ENTITIES ONLY)
Morgan Stanley Capital Partners III, Inc.
13-3720548
2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) [ ]
(b) [X](1)
3. SEC USE ONLY
4. CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
NUMBER OF SHARES 5. SOLE VOTING POWER - 0 -
BENEFICIALLY OWNED 6. SHARED VOTING POWER 51,428,560
BY EACH REPORTING 7. SOLE DISPOSITIVE POWER - 0 -
PERSON WITH 8. SHARED DISPOSITIVE POWER 51,428,560
9. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
51,428,560
10. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES
CERTAIN SHARES* [ ]
11. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
25.5%(2)
12. TYPE OF REPORTING PERSON*
CO; IA
*SEE INSTRUCTIONS BEFORE FILLING OUT!
- ----------
(1) See Exhibit 1.
(2) See Exhibit 2.
<PAGE>
CUSIP No. 294409107 13G Page 4 of 16 Pages
1. NAMES OF REPORTING PERSONS
I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS (ENTITIES ONLY)
MSCP III, L.P.
13-3788890
2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) [ ]
(b) [X](1)
3. SEC USE ONLY
4. CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
NUMBER OF SHARES 5. SOLE VOTING POWER - 0 -
BENEFICIALLY OWNED 6. SHARED VOTING POWER 35,999,960
BY EACH REPORTING 7. SOLE DISPOSITIVE POWER - 0 -
PERSON WITH 8. SHARED DISPOSITIVE POWER 35,999,960
9. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
35,999,960
10. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES
CERTAIN SHARES* [ ]
11. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
17.87%(2)
12. TYPE OF REPORTING PERSON*
PN; IA
*SEE INSTRUCTIONS BEFORE FILLING OUT!
- ----------
(1) See Exhibit 1.
(2) See Exhibit 2.
<PAGE>
CUSIP No. 294409107 13G Page 5 of 16 Pages
1. NAMES OF REPORTING PERSONS
I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS (ENTITIES ONLY)
Morgan Stanley Capital Investors, L.P.
13-3788893
2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) [ ]
(b) [X](1)
3. SEC USE ONLY
4. CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
NUMBER OF SHARES 5. SOLE VOTING POWER - 0 -
BENEFICIALLY OWNED 6. SHARED VOTING POWER 899,200
BY EACH REPORTING 7. SOLE DISPOSITIVE POWER - 0 -
PERSON WITH 8. SHARED DISPOSITIVE POWER 899,200
9. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
899,200
10. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES
CERTAIN SHARES* [ ]
11. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
0.45%(2)
12. TYPE OF REPORTING PERSON*
PN
*SEE INSTRUCTIONS BEFORE FILLING OUT!
- ----------
(1) See Exhibit 1.
(2) See Exhibit 2.
<PAGE>
CUSIP No. 294409107 13G Page 6 of 16 Pages
1. NAMES OF REPORTING PERSONS
I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS (ENTITIES ONLY)
MSCP III 892 Investors, L.P.
13-3788895
2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) [ ]
(b) [X](1)
3. SEC USE ONLY
4. CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
NUMBER OF SHARES 5. SOLE VOTING POWER - 0 -
BENEFICIALLY OWNED 6. SHARED VOTING POWER 3,266,920
BY EACH REPORTING 7. SOLE DISPOSITIVE POWER - 0 -
PERSON WITH 8. SHARED DISPOSITIVE POWER 3,266,920
9. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
3,266,920
10. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES
CERTAIN SHARES* [ ]
11. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
1.62%(2)
12. TYPE OF REPORTING PERSON*
PN
*SEE INSTRUCTIONS BEFORE FILLING OUT!
- ----------
(1) See Exhibit 1.
(2) See Exhibit 2.
<PAGE>
CUSIP No. 294409107 13G Page 7 of 16 Pages
1. NAMES OF REPORTING PERSONS
I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS (ENTITIES ONLY)
Morgan Stanley Capital Partners III, L.P.
13-3788889
2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) [ ]
(b) [X](1)
3. SEC USE ONLY
4. CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
NUMBER OF SHARES 5. SOLE VOTING POWER - 0 -
BENEFICIALLY OWNED 6. SHARED VOTING POWER 31,833,840
BY EACH REPORTING 7. SOLE DISPOSITIVE POWER - 0 -
PERSON WITH 8. SHARED DISPOSITIVE POWER 31,833,840
9. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
31,833,840
10. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES
CERTAIN SHARES* [ ]
11. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
15.8%(2)
12. TYPE OF REPORTING PERSON*
PN
*SEE INSTRUCTIONS BEFORE FILLING OUT!
- ----------
(1) See Exhibit 1.
(2) See Exhibit 2.
<PAGE>
CUSIP No. 294409107 13G Page 8 of 16 Pages
1. NAMES OF REPORTING PERSONS
I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS (ENTITIES ONLY)
STH Investors L.P.
13-3914272
2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) [ ]
(b) [X](1)
3. SEC USE ONLY
4. CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
NUMBER OF SHARES 5. SOLE VOTING POWER - 0 -
BENEFICIALLY OWNED 6. SHARED VOTING POWER 15,428,600
BY EACH REPORTING 7. SOLE DISPOSITIVE POWER - 0 -
PERSON WITH 8. SHARED DISPOSITIVE POWER 15,428,600
9. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
15,428,600
10. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES
CERTAIN SHARES* [ ]
11. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
7.66%(2)
12. TYPE OF REPORTING PERSON*
PN
*SEE INSTRUCTIONS BEFORE FILLING OUT!
- ----------
(1) See Exhibit 1.
(2) See Exhibit 2.
<PAGE>
Item 1(a). Name of Issuer:
Equant, N.V.
Item 1(b). Address of Issuer's Principal Executive Offices:
Gatwickstraat 21-23
1043 GL Amsterdam-Sloterdijk
The Netherlands
Item 2(a). Name of Person Filing:
This statement is filed on behalf of the persons identified
below. In accordance with Rule 13d-1(k)(1) under the Securities
and Exchange Act of 1934, as amended (the "Exchange Act"), each
person filing this statement acknowledges that it is responsible
for the completeness and accuracy of the information concerning
that person but is not responsible for the completeness or accuracy
of the information concerning the other persons making the filing,
unless such person knows or has reason to believe that such
information is inaccurate.
Morgan Stanley Dean Witter & Co. ("Morgan Stanley")
Morgan Stanley Capital Partners III, Inc. ("MSCP III, Inc.")
MSCP III, L.P.
Morgan Stanley Capital Investors, L.P. ("Employee Fund")
MSCP III 892 Investors, L.P. ("892 Fund")
Morgan Stanley Capital Partners III, L.P. ("Capital Partners III")
STH Investors L.P. ("STH")
Item 2(b). Address of Principal Business Office or, if None, Residence:
The address of the principal business office of MSCP III, Inc., MSCP III,
L.P., Employee Fund, 892 Fund, Capital Partners III and STH is:
1221 Avenue of the Americas
New York, New York 10020
The address of the principal business office of Morgan Stanley is:
1585 Broadway
New York, New York 10036
Item 2(c). Citizenship:
The citizenship of Morgan Stanley, MSCP III, Inc., MSCP III, L.P., Employee
Fund, 892 Fund, Capital Partners III and STH is Delaware.
Item 2(d). Title of Class of Securities:
This statement relates to the Company's Common Shares, NLG 0.02 par value per
share.
<PAGE>
Item 2(e). CUSIP Number:
294409107
Item 3. If this Statement is Filed Pursuant to Rule 13d-1(b), or 13d-2(b) or
(c), Check Whether the Person Filing is a:
(a) [ ] Broker or dealer registered under Section 15 of the Exchange Act;
(b) [ ] Bank as defined in Section 3(a)(6) of the Exchange Act;
(c) [ ] Insurance company as defined in Section 3(a)(19) of the Exchange Act;
(d) [ ] Investment company registered under Section 8 of the Investment
Company Act;
(e) [ ] An investment adviser in accordance with Rule 13d-1(b)(1)(ii)(E);
(f) [ ] An employee benefit plan or endowment fund in accordance with Rule
13d-1(b)(1)(ii)(F);
(g) [ ] A parent holding company or control person in accordance with Rule
13d-1(b)(1)(ii)(G);
(h) [ ] A savings association as defined in Section 3(b) of the Federal
Deposit Insurance Act;
(i) [ ] A church plan that is excluded from the definition of an investment
company under Section 3(c)(14) of the Investment Company Act;
(j) [ ] Group, in accordance with Rule 13d-1(b)(1)(ii)(J).
If this statement is filed pursuant to Rule 13d-1(c), check this box. [ ]
Item 4. Ownership.
The filing of this statement should not be construed as an admission
by any person that such person is, for purposes of Section 13(d) or 13(g)
of the Exchange Act, the beneficial owner of any securities covered by this
statement, other than the securities set forth opposite such person's name
in the table in Item 4(c) below.
(a) Amount beneficially owned:
As of December 31, 1998: (1) Employee Fund owned 899,200 Common
Shares; (2) 892 Fund owned 3,266,920 Common Shares; (3) Capital Partners
III owned 31,833,840 Common Shares; and (4) STH owned 15,428,600 Common
Shares. MSCP III, L.P. is the sole general partner of the Employee Fund,
892 Fund and Capital Partners III, and, as such, has the power to vote or
direct the vote and to dispose or direct the disposition of all of the
Common Shares held by the Employee Fund, 892 Fund and Capital Partners
III. MSCP III, Inc., as the sole general partner of STH has the power to
vote or direct the vote and to dispose or direct the disposition of all of
the Common Shares held by STH. MSCP III, Inc., as the sole general partner
of MSCP III, L.P., controls the actions of MSCP III, L.P. Morgan Stanley,
as the sole shareholder of MSCP III, Inc., controls the actions of MSCP
III, Inc. Therefore, MSCP III, L.P. may be deemed to have beneficial
ownership of the 35,999,960 Common Shares held by the Employee Fund, 892
Fund and Capital Partners III. MSCP III, Inc. and Morgan Stanley may each
be deemed to have beneficial ownership of the 51,428,560 Common Shares
held collectively by the Employee Fund, 892 Fund, Capital Partners III and
STH.
<PAGE>
(b) Percent of class:(1)
Morgan Stanley Dean Witter & Co. 25.5% of the Common Shares
Morgan Stanley Capital Partners III, Inc. 25.5% of the Common Shares
MSCP III, L.P. 17.87% of the Common Shares
Morgan Stanley Capital Investors, L.P. 0.45% of the Common Shares
MSCP III 892 Investors, L.P. 1.62% of the Common Shares
Morgan Stanley Capital Partners III, L.P. 15.8% of the Common Shares
STH Investors, L.P. 7.66% of the Common Shares
- ----------
(1) Based on the 201,477,046 Common Shares reported to be outstanding
in the Registration Statement filed on Form F-1 (File No. 333-9842),
which was declared effective by the Securities and Exchange Commission
on February 11, 1999.
<PAGE>
(c) Number of shares as to which such person has:
<TABLE>
<S> <C> <C> <C> <C>
(iii) (iv)
(i) (ii) Sole power to Shared power
Sole power to Shared power dispose or to to dispose or to
vote or to direct to vote or to direct the direct the
the vote direct the vote disposition of disposition of
----------------- --------------- -------------- --------------
STH Investors, L.P. - 0 - 15,428,600 - 0 - 15,428,600
Morgan Stanley
Capital Partners III, - 0 - 31,833,840 - 0 - 31,833,840
L.P.
MSCP III 892
Investors, L.P. - 0 - 3,266,920 - 0 - 3,266,920
Morgan Stanley
Capital Investors, - 0 - 899,200 - 0 - 899,200
L.P.
MSCP III, L.P. - 0 - 35,999,960 - 0 - 35,999,960
Morgan Stanley
Capital Partners III, - 0 - 51,428,560 - 0 - 51,428,560
Inc.
Morgan Stanley - 0 - 51,428,560 - 0 - 51,428,560
Dean Witter & Co.
</TABLE>
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>
Item 6. Ownership of More than Five Percent on Behalf of Another Person.
N/A
Item 7. Identification and Classification of the Subsidiary Which Acquired the
Security Being Reported on by the Parent Holding Company.
N/A
Item 8. Identification and Classification of Members of the Group.
N/A
Item 9. Notice of Dissolution of Group.
N/A
Item 10. Certifications.
N/A
<PAGE>
SIGNATURE
After reasonable inquiry and to the best of the knowledge and belief of
each of the undersigned, each of the undersigned certifies that the
information set forth in this statement is true, complete and correct.
Date: February 16, 1999 MORGAN STANLEY CAPITAL PARTNERS III, L.P.
By: MSCP III, L.P., its general
partner
By: Morgan Stanley Capital Partners III,
Inc., its general partner
By: /s/ Peter R. Vogelsang
------------------------------------
Name: Peter R. Vogelsang
Title: Secretary
MSCP III 892 INVESTORS, L.P.
By: MSCP III, L.P., its general
partner
By: Morgan Stanley Capital Partners III,
Inc., its general partner
By: /s/ Peter R. Vogelsang
------------------------------------
Name: Peter R. Vogelsang
Title: Secretary
MORGAN STANLEY CAPITAL INVESTORS, L.P.
By: MSCP III, L.P., its general
partner
By: Morgan Stanley Capital Partners III,
Inc., its general partner
By: /s/ Peter R. Vogelsang
------------------------------------
Name: Peter R. Vogelsang
Title: Secretary
STH INVESTORS, L.P.
By: Morgan Stanley Capital Partners III,
Inc., its general partner
By: /s/ Peter R. Vogelsang
------------------------------------
Name: Peter R. Vogelsang
Title: Secretary
MSCP III, L.P.
By: Morgan Stanley Capital Partners III,
Inc., its general partner
By: /s/ Peter R. Vogelsang
------------------------------------
Name: Peter R. Vogelsang
Title: Secretary
MORGAN STANLEY CAPITAL PARTNERS III, INC.
By: /s/ Peter R. Vogelsang
------------------------------------
Name: Peter R. Vogelsang
Title: Secretary
MORGAN STANLEY DEAN WITTER & CO.
By: /s/ Peter R. Vogelsang
------------------------------------
Name: Peter R. Vogelsang
Title: Authorized Signatory
<PAGE>
The original statement shall be signed by each person on whose
behalf the statement is filed or his authorized representative. If the
statement is signed on behalf of a person by his authorized representative
(other than an executive officer or general partner of the filing person),
evidence of the representative's authority to sign on behalf of such person
shall be filed with the statement, provided, however, that a power of attorney
for this purpose which is already on file with the Commission may be
incorporated by reference. The name and any title of each person who signs
the statement shall be typed or printed beneath his signature.
Attention. Intentional misstatements or omissions of fact
constitute federal criminal violations (see 18 U.S.C. 1001).
EXHIBIT INDEX
Exhibit
No. Description
- ------- -----------
99.1
99.2
Exhibit 99.1
Morgan Stanley Capital Investors, L.P., Morgan Stanley Capital
Partners III, L.P., MSCP III 892 Investors, L.P. and STH Investors L.P.
(collectively, the "MSCP Funds") have entered into a Shareholders Agreement,
dated as of July 23, 1998 (the "Shareholders Agreement") with Stichting "The
SITA Foundation" ("the Foundation") and Equant N.V. ("Equant"), which governs
the relationship among these parties. Pursuant to Instructions For Cover Page
(2) to this Schedule, the following is a description of the relationship
between the MSCP Funds and the Foundation under the Shareholders Agreement but
is not an affirmation by the MSCP Funds of the existence of a group for
purposes of Section 13(d)(3) or Section 13 (g)(3) of the Securities Exchange
Act of 1934 (the "Act") and Rule 13d-5(b)(1) thereunder. As a result of
certain provisions of the Shareholders Agreement described below, however, the
MSCP Funds and the Foundation may be deemed to be a "group" for purposes of
Section 13(d)(3) or Section 13(g)(3) of the Act and Rule 13d-5(b)(1)
thereunder. The MSCP Funds believe that, as of December 31, 1998, the
Foundation owned 120,000,000, or 59.6% of the Common Shares of Equant ("Common
Shares").
The Shareholders Agreement restricts the MSCP Funds' and the
Foundation's ability to transfer their Common Shares, and grants to each of
them (and to Equant) rights of first refusal in connection with certain
transfers of Common Shares by the other party. The agreement also grants
tag-along rights to the MSCP Funds with respect to certain sales of Equant's
Common Shares by the Foundation and gives both the MSCP Funds and the
Foundation the right to require Equant to register their Common Shares for
public resale.
In addition, in accordance with the terms of the Shareholders
Agreement, the Foundation has agreed with the MSCP Funds that it will vote its
Common Shares in such a way as to allow the MSCP Funds to appoint two
supervisory directors for so long as the MSCP Funds hold at least 12.5% of
Equant's Common Shares and to appoint one supervisory director for so long as
the MSCP Funds hold more than 5% but less than 12.5% of Equant's Common
Shares. Under the same agreement, the MSCP Funds have agreed that they will
vote their Common Shares in such a way as to allow the Foundation to appoint
five supervisory directors.
The MSCP Funds and the Foundation have also agreed to enter
into a six-month "standstill" agreement. The standstill agreement will
prohibit the MSCP Funds and the Foundation from transferring any of their
shares (with certain exceptions), directly or indirectly, for six months
from February 11, 1999. The MSCP Funds and the Foundation may amend or
waive provisions of this standstill agreement at any time.
Notwithstanding the foregoing, the MSCP Funds expressly declare
that the filing of this Schedule shall not be deemed to be an admission that
the MSCP Funds are, for purposes of Section 13(d) and /or Section 13(g) of the
Act, the beneficial owner of any of the Common Shares owned by the Foundation.
Exhibit 99.2
Pursuant to an Underwriting Agreement, dated February 11, 1999
(the "Underwriting Agreement"), among the MSCP Funds, the Foundation, Equant
and Morgan Stanley & Co. International Limited, acting severally on behalf of
themselves and the several Underwriters named therein, the MSCP Funds have
agreed to sell an aggregate of 24,594,807 Common Shares to the Underwriters,
subject to the terms and conditions set forth therein. Equant's Registration
Statement on Form F-1 (File No. 333-9842) with respect to such Common Shares
was declared effective by the Securities and Exchange Commission on February
11, 1999. The MSCP Funds believe that the Foundation has agreed to sell an
aggregate of 23,705,193 Common Shares to the Underwriters pursuant to the
Underwriting Agreement.
