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OMB Number 3235-0145
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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
INITIAL SCHEDULE 13G
Under the Securities Exchange Act of 1934
Esat Telecom Group Public Limited Company
- --------------------------------------------------------------------------------
(Name of Issuer)
Ordinary Shares
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(Title of Class of Securities)
**
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(CUSIP Number)
Check here if a fee is being paid with this statement: (A fee is not required
only if the filing person: (1) has a previous statement on file reporting
beneficial ownership of more than five percent of the class of securities
described in Item 1; and (2) has filed no amendment subsequent thereto reporting
beneficial ownership of five percent or less of such class.) (See Rule 13d-7).
*The remainder of this cover page shall be filled out for a reporting person's
initial filing on this form with respect to the subject class of securities, and
for any subsequent amendment containing information which would alter the
disclosures provided in a prior cover page.
The information required in the remainder of this cover page shall not be deemed
to be "filed" for the purpose of Section 18 of the Securities Exchange Act of
1934 ("Act") or otherwise subject to the liabilities of that section of the Act
but shall be subject to all other provisions of the Act (however, see the
Notes).
** There is no Cusip currently assigned to the Ordinary Shares. Cusip 26883Y102
has been assigned to the ADR's traded on NASDAQ.
PAGE 1 OF 4 PAGES
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CUSIP No. 13G Page 2 of 4 Pages
- --------------------------------------- -----------------------------------------
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1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
John Hancock Mutual Life Insurance Company
I.R.S. No. 04-1414660
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2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) |_|
(b) |_|
N/A
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3 SEC USE ONLY
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4 CITIZENSHIP OR PLACE OF ORGANIZATION
Commonwealth of Massachusetts
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5 SOLE VOTING POWER
Number of
Shares 2,686,300: 2,376,300 directly and 310,000 shares held by its indirect, wholly-owned
subsidiary, John Hancock Advisers, Inc.
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Beneficially 6 SHARED VOTING POWER
Owned by
Each -0-
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Reporting 7 SOLE DISPOSITIVE POWER
Person
With 2,686,300: 2,376,300 directly and 310,000 shares held by its indirect, wholly-owned
subsidiary, John Hancock Advisers, Inc.
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-------- ------------------------------------------------------------------------------------------
8 SHARED DISPOSITIVE POWER
-0-
-------- ------------------------------------------------------------------------------------------
- --------- ---------------------------------------------------------------------------------------------------------------
9 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
2,686,300: 2,376,300 directly and 310,000 shares held by its
indirect, wholly-owned subsidiary, John Hancock Advisers, Inc.
- --------- ---------------------------------------------------------------------------------------------------------------
10 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES*
N/A
- --------- ---------------------------------------------------------------------------------------------------------------
11 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
7.7%: 6.8% directly and .9% held by its indirect, wholly-owned subsidiary, John Hancock Advisers, Inc.
- --------- ---------------------------------------------------------------------------------------------------------------
12 TYPE OF REPORTING PERSON*
IC, IA
- --------- ---------------------------------------------------------------------------------------------------------------
*SEE INSTRUCTIONS BEFORE FILLING OUT!
</TABLE>
PAGE 2 OF 4 PAGES
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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.
Note: Six copies of this statement, including all exhibits, should be filed with
the Commission.
Attention: Intentional misstatements or omissions of fact constitute
Federal criminal violations (See 18 U.S.C. 1001)
Item 1(a) Name of Issuer:
Esat Telecom Group Public Limited Company
Item 1(b) Address of Issuer's Principal Executive Offices:
North Block
Malt House
Grand Canal Quay
Dublin 2, Ireland
Item 2(a) Name of Person Filing:
This filing is made on behalf of John Hancock Mutual Life
Insurance Company ("JHMLICO").
Item 2(b) Address of the Principal Offices:
The principal business office of JHMLICO is located at
John Hancock Place, P.O. Box 111, Boston, MA 02117.
Item 2(c) Citizenship:
JHMLICO is organized and exists under the laws of the
Commonwealth of Massachusetts.
Item 2(d) Title of Class of Securities:
Ordinary Shares
Item 2(e) CUSIP Number:
There is no Cusip currently assigned to the Ordinary
Shares. Cusip 26883Y102 has been assigned to the ADR's
traded on NASDAQ.
Item 3 If the Statement is being filed pursuant to Rule
13d-1(b), or 13d-2(b), check whether the person filing is
a:
JHMLICO: (c) (X) Insurance Company as defined in ss.3(a)
(19) of the Act.
(e) (X) Investment Adviser registered
under ss.203 of the Investment
Advisers Act of 1940.
Item 4 Ownership:
(a) Amount Beneficially Owned: JHMLICO has beneficial
ownership of 2,686,300 Ordinary Shares: 2,376,300 shares
owned directly and 310,000 Ordinary Shares beneficially
owned by JHMLICO's indirect, wholly-owned subsidiary, John
Hancock Advisers, Inc. ("JHA"). JHA, an Investment Adviser
registered under ss. 203 of the Investment Advisers Act of
1940 holds 155,000 American Depository Receipts ("ADR's")
which evidence the same number of American Depository
Shares, each of which represents two Ordinary Shares. The
ADR's are held in investment companies registered under
ss. 8 of the Investment Company Act of 1940.
(b) Percent of Class: 7.7%
JHMLICO: 6.6%
JHA: .9%
PAGE 3 OF 4 PAGES
<PAGE>
(c) (i) sole power to vote or to direct the vote:
JHMLICO has sole power to vote or to direct
the vote of 2,376,300 shares as discussed in
Item 4(a) above. JHA has sole power to vote
or to direct the vote of the 310,000 shares
as discussed in Item 4(a) above.
(ii) shared power to vote or to direct the vote: -0-
(iii) sole power to dispose or to direct the
disposition:
JHMLICO has sole power to dispose or to
direct the disposition of 2,376,300 shares
as discussed in Item 4(a) above. JHA has
sole power to vote or to direct the vote of
310,000 shares as discussed in Item 4(a)
above.
(iv) shared power to dispose or to direct the disposition
of: -0-
Item 5 Ownership of Five Percent or Less of a Class:
Not applicable.
Item 6 Ownership of More than Five Percent on Behalf of Another
Person: See Item 4, above.
Item 7 Identification and Classification of the Subsidiary
which Acquired the Security Being Reported on by the
Parent Holding Company:
See Item 4, above.
Item 8 Identification and Classification of Members of the Group:
Not applicable.
Item 9 Notice of Dissolution of a Group:
Not applicable.
Item 10 Certification:
By signing below the undersigned certifies that, to the
best of its knowledge and belief, the securities referred
to above were acquired in the ordinary course of business
and were not acquired for the purpose of and do not have
the effect of changing or influencing the control of the
issuer of such securities and were not acquired in
connection with or as a participant in any transaction
having such purpose or effect.
SIGNATURE
After reasonable inquiry and to the best of its knowledge and belief,
each of the undersigned certifies that the information set forth in this
statement is true, complete and correct.
John Hancock Mutual Life Insurance Company
By: /s/Jane T. Philippi
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Name: Jane T. Philippi
Dated: February 13, 1998 Title: Vice President
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