SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
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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.__ )
PrimaCom A.G.
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(Name of Issuer)
Ordinary Bearer Shares, with no nominal value
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(Title of Class of Securities)
74154N-10-8
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(CUSIP Number)
February 18, 1999
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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)
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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).
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<TABLE>
CUSIP No. 74154N-10-8 13G Page 1 of 12 Pages
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<S> <C> <C>
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)|_|
- -
3. SEC USE ONLY
4. CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
NUMBER OF 5. SOLE VOTING POWER -0-
SHARES
BENEFICIALLY 6. SHARED VOTING POWER 1,023,985 Ordinary Bearer Shares
OWNED BY
EACH 7. SOLE DISPOSITIVE POWE -0-
REPORTING
PERSON WITH 8. SHARED DISPOSIT1,023,985 Ordinary Bearer Shares
9. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,023,985 Ordinary Bearer Shares
10. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES |_|
CERTAIN SHARES*
11. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
5.19%
12. TYPE OF REPORTING PERSON*
CO; IA
*SEE INSTRUCTIONS BEFORE FILLING OUT!
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CUSIP No. 74154N-10-8 13G Page 2 of 12 Pages
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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)|_|
3. SEC USE ONLY
4. CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
NUMBER OF -0-
SHARES 5. SOLE VOTING POWER
BENEFICIALLY
OWNED BY 6. SHARED VOTING POWER 1,023,985 Ordinary Bearer Shares
EACH
REPORTING 7. SOLE DISPOSITIVE POWE -0-
PERSON WITH
8. SHARED DISPOSITIVE 1,023,985 Ordinary Bearer Shares
9. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,023,985 Ordinary Bearer Shares
10. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES
CERTAIN SHARES*
11. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
5.19%
12. TYPE OF REPORTING PERSON*
CO; IA
*SEE INSTRUCTIONS BEFORE FILLING OUT!
<PAGE>
<PAGE>
CUSIP No. 74154N-10-8 13G Page 3 of 12 Pages
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1. NAMES OF REPORTING PERSONS
I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS (ENTITIES ONLY)
MSCP III, L.L.C.
13-3788890
2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a)|_|
(b)|_|
3. SEC USE ONLY
4. CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
NUMBER OF 5. SOLE VOTING POWER -0-
SHARES
BENEFICIALLY 6. SHARED VOTING POWER 1,023,985 Ordinary Bearer Shares
OWNED BY
EACH 7. SOLE DISPOSITIVE POWER -0-
REPORTING
PERSON WITH 8. SHARED DISPOSITIVE 1,023,985 Ordinary Bearer Shares
9. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,023,985 Ordinary Bearer Shares
10. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES |_|
CERTAIN SHARES*
11. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
5.19%
12. TYPE OF REPORTING PERSON*
00; IA
*SEE INSTRUCTIONS BEFORE FILLING OUT!
<PAGE>
CUSIP No. 74154N-10-8 13G Page 4 of 12 Pages
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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)|_|
3. SEC USE ONLY
4. CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
NUMBER OF 5. SOLE VOTING POWER -0-
SHARES
BENEFICIALLY 6. SHARED VOTING POWE 25,562 Ordinary Bearer Shares
OWNED BY
EACH 7. SOLE DISPOSITIVE POWER -0-
REPORTING
PERSON WITH 8. SHARED DISPOSITIVE 25,562 Ordinary Bearer Shares
9. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
25,562 Ordinary Bearer Shares
10. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES |_|
CERTAIN SHARES*
11. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
Less than 1%
12. TYPE OF REPORTING PERSON*
PN
*SEE INSTRUCTIONS BEFORE FILLING OUT!
<PAGE>
CUSIP No. 74154N-10-8 13G Page 5 of 12 Pages
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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)|_|
3. SEC USE ONLY
4. CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
NUMBER OF 5. SOLE VOTING POWER -0-
SHARES
BENEFICIALLY 6. SHARED VOTING POWER 92,961 Ordinary Bearer Shares
OWNED BY
EACH 7. SOLE DISPOSITIVE POWER -0-
REPORTING
PERSON WITH 8. SHARED DISPOSITIVE 92,961 Ordinary Bearer Shares
9. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
92,961 Ordinary Bearer Shares
10. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES |_|
CERTAIN SHARES*
11. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
Less than 1%
12. TYPE OF REPORTING PERSON*
PN
*SEE INSTRUCTIONS BEFORE FILLING OUT!
<PAGE>
CUSIP No. 74154N-10-8 13G Page 6 of 12 Pages
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<S> <C> <C>
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)|_|
3. SEC USE ONLY
4. CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
NUMBER OF 5. SOLE VOTING POWER -0-
SHARES
BENEFICIALLY 6. SHARED VOTING POWER 905,462 Ordinary Bearer Shares
OWNED BY
EACH 7. SOLE DISPOSITIVE POWEER -0-
REPORTING
PERSON WITH 8. SHARED DISPOSITIVE 905,462 Ordinary Bearer Shares
8. SHARED DISPOSITIV905,462 Ordinary Bearer Shares
9. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
905,462 Ordinary Bearer Shares
10. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES |_|
CERTAIN SHARES*
11. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
4.59%
12. TYPE OF REPORTING PERSON*
PN
</TABLE>
*SEE INSTRUCTIONS BEFORE FILLING OUT!
<PAGE>
Item 1(a). Name of Issuer:
PrimaCom A.G.
Item 1(b). Address of Issuer's Principal Executive Offices:
An der Ochsenwiese 3
Mainz, GM 55124
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.L.C.
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")
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.L.C., Employee Fund, 892 Fund and Capital Partners III 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 and Capital Partners III is Delaware.
Item 2(d). Title of Class of Securities:
This statement relates to the Company's Ordinary Bearer Shares, with no
nominal value.
Page 7 of 12
<PAGE>
Item 2(e). CUSIP Number:
74154N-10-8
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, 1999: (1) Employee Fund owned 25,562 Ordinary Bearer
Shares; (2) 892 Fund owned 92,961 Ordinary Bearer Shares; and (3) Capital
Partners III owned 905,462 Ordinary Bearer Shares. MSCP III,
Page 8 of 12
<PAGE>
L.L.C. 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
institutional managing member of MSCP III, L.L.C., controls the actions of MSCP
III, L.L.C. Morgan Stanley, as the sole shareholder of MSCP III, Inc., controls
the actions of MSCP III, Inc. Therefore, MSCP III, L.L.C., MSCP III, Inc. and
Morgan Stanley may each be deemed to have beneficial ownership of the 1,023,985
Bearer Shares held collectively by the Employee Fund, 892 Fund and Capital
Partners III.
(b) Percent of class: (1)
Morgan Stanley Dean Witter & Co. 5.19% of the Bearer Shares
Morgan Stanley Capital Partners III, Inc. 5.19% of the Bearer Shares
MSCP III, L.L.C. 5.19% of the Bearer Shares
Morgan Stanley Capital Investors, L.P. 0.13% of the Bearer Shares
MSCP III 892 Investors, L.P. 0.47% of the Bearer Shares
Morgan Stanley Capital Partners III, L.P. 4.59% of the Bearer Shares
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(1) Based on the 19,728,552 ordinary bearer shares reported to be outstanding
on the Registration Statement filed on Form F-1 (File No. 333-9854), which
was declared to be effective by the Securities and Exchange Commission on
February 18, 1999.
(c) Number of shares as to which such person has:
<TABLE>
(1) (ii) (iii) (iv)
Shared power
Sole power Shared power Sole power to to dispose
to vote to vote dispose or to direct or to direct the
direct the vote to direct the vote the deposition of the dispositon of
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<S> <C> <C> <C> <C>
Morgan Stanley Capital -0- 905,462 -0- 905,462
Partners III, L.P.
MSCP III 892 Investors, -0- 92,961 -0- 92,961
L.P.
Morgan Stanley Capital -0- 25,562 -0- 25,562
Investors, L.P.
MSCP III, L.L.C. -0- 1,023,985 -0- 1,023,985
Morgan Stanley Capital -0- 1,023,985 -0- 1,023,984
Partners III, Inc.
Morgan Stanley Dean -0- 1,023,985 -0- 1,023,985
Witter & Co.
</TABLE>
Page 9 of 12
<PAGE>
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. |_|
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 10 of 12
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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 14, 2000
MORGAN STANLEY CAPITAL PARTNERS III,
L.P.
By: MSCP III, L.L.C., its general partner
By: Morgan Stanley Capital Partners III, Inc.,
its institutional managing member
By: /s/ Stephanie A. Holmes
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Name: Stephanie A. Holmes
Title: Assistant Secretary
MSCP III 892 INVESTORS, L.P.
By: MSCP III, L.L.C., its general partner
By: Morgan Stanley Capital Partners III, Inc.,
its institutional managing member
By: /s/ Stephanie A. Holmes
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Name: Stephanie A. Holmes
Title: Assistant Secretary
MORGAN STANLEY CAPITAL INVESTORS, L.P.
By: MSCP III, L.L.C., its general partner
By: Morgan Stanley Capital Partners III, Inc.,
its institutional managing member
By: /s/ Stephanie A. Holmes
----------------------------------------------
Name: Stephanie A. Holmes
Title: Assistant Secretary
Page 11 of 12
<PAGE>
MSCP III, L.L.C.
By: Morgan Stanley Capital Partners III, Inc.,
its institutional managing member
By: /s/ Stephanie A. Holmes
----------------------------------------------
Name: Stephanie A. Holmes
Title: Assistant Secretary
MORGAN STANLEY CAPITAL PARTNERS III,
INC.
By: /s/ Stephanie A. Holmes
----------------------------------------------
Name: Stephanie A. Holmes
Title: Assistant Secretary
MORGAN STANLEY DEAN WITTER & CO.
By: /s/ Stephanie A. Holmes
----------------------------------------------
Name: Stephanie A. Holmes
Title: Authorized Signatory
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).
Page 12 of 12
