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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 13D
UNDER THE SECURITIES EXCHANGE ACT OF 1934
(AMENDMENT NO. _________)*
Netscape Communications Corporation
(Name of Issuer)
Common Stock
(Title of Class of Securities)
(CUSIP Number)
Alphonso A. Christian, II, Esq.
Hogan & Hartson L.L.P.
555 Thirteenth Street, N.W.
Washington, D.C. 20004
(202) 637-5696
(Name, Address and Telephone Number of Person Authorized to Receive Notices
and Communications)
November 24, 1997
(Date of Event which Requires Filing of this Statement)
If the filing person has previously filed a statement on Schedule 13G to report
the acquisition which is the subject of this Schedule 13D, and is filing this
schedule because of Rule 13d-1(b)(3) or (4), check the following box [ ].
*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
disclosures provided in a prior cover page.
The information required on the remainder of this cover page shall not be deemed
to be "filed" for the purpose of Section 18 of the Securities Exchange Act of
1934 ("Act") or otherwise subject to the liabilities of that section of the Act
but shall be subject to all other provisions of the Act (however, see the
Notes).
<PAGE>
SCHEDULE 13D
- ----------------------------- --------------------------------
CUSIP No. Page _______ of ________ Pages
-------------------
- ----------------------------- --------------------------------
- ------- ------------------------------------------------------------------------
1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
His Royal Highness Prince Alwaleed Bin Talal Bin Abdulaziz Al Saud
- ------- ------------------------------------------------------------------------
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) [ ]
(b) [ ]
- ------- ------------------------------------------------------------------------
3 SEC USE ONLY
- ------- ------------------------------------------------------------------------
4 SOURCE OF FUNDS*
PF
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5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO
ITEMS 2(d) or 2(e) [ ]
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6 CITIZENSHIP OR PLACE OF ORGANIZATION
Kingdom of Saudi Arabia
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7 SOLE VOTING POWER
4,532,650
NUMBER OF
------ ---------------------------------------------
SHARES 8 SHARED VOTING POWER
BENEFICIALLY - 0 -
OWNED BY
------ ---------------------------------------------
EACH 9 SOLE DISPOSITIVE POWER
REPORTING 4,532,650
PERSON
------ ---------------------------------------------
WITH 10 SHARED DISPOSITIVE POWER
- 0 -
- ------- ------------------------------------------------------------------------
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
4,532,650
- ------- ------------------------------------------------------------------------
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES*
- ------- ------------------------------------------------------------------------
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
5%
- ------- ------------------------------------------------------------------------
14 TYPE OF REPORTING PERSON*
IN
- ------- ------------------------------------------------------------------------
*SEE INSTRUCTIONS BEFORE FILLING OUT! INCLUDE BOTH SIDES OF
THE COVER PAGE, RESPONSES TO ITEMS 1-7 (INCLUDING EXHIBITS)
OF THE SCHEDULE, AND THE SIGNATURE ATTESTATION.
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<PAGE>
Item 1. Security and Issuer
This statement relates to the Common Stock, par value $.0001 per share (the
"Common Stock"), of Netscape Communications Corporation (the "Issuer"). The
principal executive offices of the Issuer are located at 501 East Middlefield
Road, Mountain View, California 94043.
Item 2. Identity and Background
This statement is being filed by His Royal Highness Prince Alwaleed Bin
Talal Bin Abdulaziz Al Saud ("HRH"), an individual, whose business address is
Kingdom Holding Company, P.O. Box 8653, Riyadh, 11492, Kingdom of Saudi Arabia.
HRH is a citizen of the Kingdom of Saudi Arabia. HRH is the founder and majority
owner of Kingdom Holding Company, a Saudi Arabian based corporation with
interests in Saudi Arabian banking, real estate development, supermarkets, media
and broadcasting and the travel industry.
HRH has not during the last five years been (i) convicted in a criminal
proceeding (excluding traffic violations or similar misdemeanors) or (ii) 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 and 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.
Item 3. Source and Amount of Funds or Other Consideration
HRH has acquired beneficial ownership of a total of 4,532,650 shares of
Common Stock of the Issuer which were purchased in transactions on the NASDAQ
Stock Market for an aggregate consideration of $145,447,150. The shares were
purchased by two Cayman Islands, British West Indies corporations, Kingdom
5-KR-62, Ltd. ("Kingdom 62") and Kingdom 5-KR-63, Ltd. ("Kingdom 63"). The
source of consideration used by Kingdom 62 and Kingdom 63 to purchase the
securities was cash received from Kingdom 10 and Kingdom 11 respectively (as
defined below), that was contributed to Kingdom 10 and Kingdom 11 by HRH as a
subscription for shares of such corporations, which shares were later
transferred to the Trusts (as defined below) for the benefit of HRH.
Item 4. Purpose of Transaction
The purpose of the purchase of the Common Stock was to acquire the
securities for investment purposes.
HRH, depending upon market conditions and other factors, in the future may
acquire beneficial ownership of additional shares of Common Stock or dispose of
all or a portion
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<PAGE>
of the Common Stock which HRH beneficially owns or hereafter may acquire. HRH
has no present plans or proposals that relate to, or would result in, an
extraordinary corporate transaction involving the Issuer or any of its
subsidiaries, a sale or transfer of any of the Issuer's assets, a change in the
present Board of Directors or management of the Issuer, a change in the present
capitalization or dividend policy of the Issuer, any other material change in
the Issuer's business or corporate structure, or changes in the Issuer's charter
or bylaws, or with respect to the delisting or deregistration of any of the
Issuer's securities.
Item 5. Interest in Securities of the Issuer
On November 24, 1997, Kingdom 62 purchased on the NASDAQ Stock Market
57,950 shares of Common Stock at a price of $28.75 per share. Such purchase
caused HRH's beneficial ownership to exceed 5% of the outstanding Common Stock.
As a result, as of November 24, 1997, HRH was the beneficial owner of 4,532,650
shares of Common Stock of the Issuer which represents approximately 5% of the
outstanding Common Stock. Of the aggregate amount beneficially owned by HRH,
4,141,800 shares of Common Stock have been acquired by Kingdom 63, and 390,850
shares of Common Stock have been acquired by Kingdom 62. Although the securities
are held by Kingdom 62 and Kingdom 63 which, as described below, are themselves
wholly-owned subsidiaries, as the sole director of these corporations HRH has
the sole power to vote (or to direct the vote) and the sole power to dispose (or
to direct the disposition) of the 4,532,650 shares.
As noted above, the shares of Common Stock were acquired by Kingdom 62 and
Kingdom 63, the business addresses of which are c/o Maples & Calder, P.O. Box
309 Grand Cayman, Cayman Islands, British West Indies. Kingdom 62 and Kingdom
63's sole purpose and business activity is to hold investments. HRH is the sole
director of each corporation. Kingdom 62 is a wholly-owned subsidiary of Kingdom
5-KR-10, Ltd., a Cayman Islands, British West Indies corporation ("Kingdom 10"),
which itself is wholly-owned by Coutts (Cayman) Limited, as trustee of The
Kingdom One Trust, a trust created by HRH under the laws of the Cayman Islands.
Kingdom 63 is a wholly-owned subsidiary of Kingdom 5-KR-11, Ltd., a Cayman
Islands, British West Indies corporation ("Kingdom 11"), which itself is
wholly-owned by Barclays Private Bank and Trust (Cayman), Limited, as trustee of
The Kingdom Two Trust, a trust created by HRH under the laws of the Cayman
Islands. The Kingdom One Trust and The Kingdom Two Trust (collectively the
"Trusts") are Cayman Islands trusts established by HRH for estate planning
purposes for the benefit of HRH and members of his family. Under the terms of
each of the Trusts, HRH has the power to appoint a majority of the directors of
Kingdom 10 and Kingdom 11, the parent companies of Kingdom 62 and Kingdom 63,
respectively. Through his control of the Kingdom 10 and Kingdom 11 boards, HRH
can indirectly control the disposition and voting of the securities of Kingdom
62 and Kingdom 63.
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<PAGE>
Under the terms of the Trusts, among other things, the trustees of the
Trusts are prohibited from selling or transferring or otherwise encumbering the
securities of Kingdom 10 or Kingdom 11. Furthermore, HRH has retained the power
to revoke the Trusts and to appoint and remove the trustees of the Trusts at any
time and for any reason and, as a result, HRH will retain the power to control
the voting and disposition of the shares of Common Stock reported herein.
HRH through Kingdom 62 and Kingdom 63 has engaged in the following
additional transactions in the Issuer's Common Stock in the sixty days preceding
the purchase reported above.
Date No. of Shares Price Per Share
October 27, 1997 25,000 29.7500
October 28, 1997 15,000 30.6250
October 29, 1997 325,000 32.9423
November 3, 1997 30,000 32.8750
November 3, 1997 43,300 32.9375
November 4, 1997 146,300 32.9375
November 5, 1997 170,000 32.8879
November 5, 1997 90,600 32.9218
November 6, 1997 75,000 32.6917
November 6, 1997 50,000 32.6250
November 6, 1997 205,900 32.6620
November 6, 1997 10,000 32.1250
November 7, 1997 131,600 32.4421
November 7, 1997 50,000 32.7500
November 7, 1997 100,000 32.5313
November 10, 1997 85,000 32.9375
November 11, 1997 135,000 32.4144
November 11, 1997 50,000 32.4125
November 11, 1997 100,000 32.3569
November 12, 1997 1,240,000 31.8138
November 12, 1997 500,000 32.2299
November 12, 1997 90,000 31.9236
November 14, 1997 30,700 30.4365
November 17, 1997 35,000 31.6875
November 17, 1997 41,300 31.6884
November 18, 1997 100,000 31.0000
November 18, 1997 167,900 30.9997
November 18, 1997 65,000 31.0000
November 18, 1997 367,100 31.3239
Kingdom 62 and Kingdom 63 have the right to receive dividends from, or
proceeds from the sale of, the shares of the Issuer beneficially owned by HRH;
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<PAGE>
however, HRH, as the sole director of Kingdom 62 and Kingdom 63, will retain the
power to direct the disposition of such dividends or proceeds. Any funds
distributed by Kingdom 62 and Kingdom 63 to Kingdom 10 and Kingdom 11,
respectively, and by Kingdom 10 or Kingdom 11 to the Trusts will be held and
administered by the trustees, pursuant to the terms of the Trusts, for the
benefit of HRH and his family.
Item 6. Contracts, Arrangements, Understandings or Relationships with Respect to
Securities of the Issuer
Except as described herein, there are no contracts, arrangements,
understandings, or relationships (legal or otherwise) between HRH and any
persons with respect to any securities of the Issuer.
Item 7. Materials to be Filed as Exhibits
None
Signature
After reasonable inquiry and to the best of my knowledge and belief, I
certify that the information set forth in this Schedule 13D is true, complete
and correct.
December 4, 1997 /s/ HRH Prince Alwaleed Bin Talal Bin Abdulaziz Al Saud
Date H.R.H. Prince Alwaleed Bin Talal
Bin Abdulaziz Al Saud
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