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UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940 |
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| Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly. | |||
| Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB control number. | SEC 1474 (9-02) | ||
| 1. Title of Derivative Security (Instr. 3) |
2. Conversion or Exercise Price of Derivative Security | 3. Transaction Date (Month/Day/Year) | 3A. Deemed Execution Date, if any (Month/Day/Year) | 4. Transaction Code (Instr. 8) |
5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4, and 5) |
6. Date Exercisable and Expiration Date (Month/Day/Year) |
7. Title and Amount of Underlying Securities (Instr. 3 and 4) |
8. Price of Derivative Security (Instr. 5) |
9. Number of Derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4) |
10. Ownership Form of Derivative Security: Direct (D) or Indirect (I) (Instr. 4) |
11. Nature of Indirect Beneficial Ownership (Instr. 4) |
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| Code | V | (A) | (D) | Date Exercisable | Expiration Date | Title | Amount or Number of Shares | ||||||||
| Warrants to purchase Common Stock | $ 10 | 03/28/2007 | X | 25 | 01/02/2004 | 03/31/2007 | Common Stock | 2,500,000 | $ 0 | 0 (4) | I | See Notes (3) (4) (5) (6) (7) | |||
| Reporting Owner Name / Address | Relationships | |||
| Director | 10% Owner | Officer | Other | |
| KKR 1996 OVERSEAS LTD |
X | |||
| KKR PARTNERS INTERNATIONAL LTD PARTNERSHIP C/O KKR & CO 9 WEST 57TH ST 41ST FLOOR NEW YORK, NY 1019 |
X | |||
| KKR Europe II LTD C/O KOHLBERG KRAVIS ROBERTS & CO. 9 WEST 57TH STREET - SUITE 4200 NEW YORK, NY 10019 |
X | |||
| KKR Associates Europe II, Limited Partnership C/O KOHLBERG KRAVIS ROBERTS & CO. 9 WEST 57TH STREET - SUITE 4200 NEW YORK, NY 10019 |
X | |||
| KKR Millennium LTD C/O KOHLBERG KRAVIS ROBERTS & CO. 9 WEST 57TH STREET - SUITE 4200 NEW YORK, NY 10019 |
X | |||
| KKR Associates Millennium (Overseas) Limited Partnership C/O KOHLBERG KRAVIS ROBERTS & CO. 9 WEST 57TH STREET - SUITE 4200 NEW YORK, NY 10019 |
X | |||
| KKR European Fund II, Limited Partnership C/O KOHLBERG KRAVIS ROBERTS & CO. 9 WEST 57TH STREET - SUITE 4200 NEW YORK, NY 10019 |
X | |||
| KKR Millennium Fund (Overseas), Limited Partnership C/O KOHLBERG KRAVIS ROBERTS & CO. 9 WEST 57TH STREET - SUITE 4200 NEW YORK, NY 10019 |
X | |||
| See signatures of reporting persons attached as Exhibit 99.1 | 03/30/2007 | |
| **Signature of Reporting Person | Date |
| * | If the form is filed by more than one reporting person, see Instruction 4(b)(v). |
| ** | Intentional misstatements or omissions of facts constitute Federal Criminal Violations. See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a). |
| (1) | TDC A/S has advised the reporting persons hereof as follows: On March 28, 2007, TDC A/S fully exercised warrants No.1 through No. 25, each dated as of June 15, 2005 to purchase 2,500,000 shares of common stock of the Issuer pursuant to the Warrant Confirmation Letter, dated as of January 8, 2007. The purchase price for the 2,500,000 shares of common stock of the Issuer (US$ 25,000,000) was paid by TDC in full by delivery to the Issuer of the twenty-five floating rate unsecured notes on March 28, 2007. |
| (2) | TDC A/S has advised the reporting persons hereof as follows: After the Transaction described herein, TDC beneficially owns 10,799,782 Shares of the Issuer (including any Shares that are deemed to be beneficially owned by TDC). Of the 10,799,782 Shares beneficially owned by TDC, (i) 10,499,782 Shares are beneficially owned by TDC, and (ii) 300,000 Shares are deemed to be beneficially owned by TDC because TDC owns 30,000 shares of Series A Convertible Preferred Stock of the Issuer, each of which is convertible into ten Shares at the option of the holder of those shares. |
| (3) | See Exhibit 99.2 for explanation of the nature of indirect beneficial ownership. |
| (4) | TDC A/S has advised the reporting persons hereof as follows: After the Transaction described herein, TDC will only own 30,000 shares of Series A Convertible Preferred Stock of the Issuer, each of which is convertible into ten Shares at the option of the holder of those shares. |
| (5) | Pursuant to Rule 16a-1(a)(4) of the Securities Exchange Act of 1934, as amended, each of the Reporting Persons herein states that this filing shall not be deemed an admission that he or it is the beneficial owner of any of the shares of Common Stock, Series A Convertible Preferred Stock and Warrants to purchase Common Stock (the "Securities") covered by this Statement. Each of the reporting persons disclaims beneficial ownership of the Securities, except to the extent of its or his pecuniary interest in such Securities. |
| (6) | Due to the electronic system's limitation of 10 Reporting Persons per joint filing, this statement is being filed in 9 parts. |
| (7) | Information with respect to each of the Reporting Persons is given solely by such Reporting Person, and no Reporting Person has responsibility for the accuracy or completeness of information supplied to another Reporting Person. |
| Remarks: Exhibit 99.1 - Joint Filer Information; Exhibit 99.2 - Nature of Indirect Beneficial Ownership; Exhibit 99.3 - Joint Filing Agreement | |