PCCW LIMITED |
(Name of Issuer) |
Ordinary Shares (Par Value HK$0.25 Per Share) |
(Title of Class of Securities) |
70454G207 |
(CUSIP Number) |
Helen Chu Pacific Century Group Holdings Limited and Pacific Century International Limited c/o 38/F., Citibank Tower, Citibank Plaza 3 Garden Road, Central, Hong Kong Tel: 852-2514-8680 |
Lim Beng Jin Pacific Century Regional Developments Limited 6 Battery Road, #38-02, Singapore 049909 Tel : 65-6230-8787 |
Copy to: William Barron Davis Polk & Wardwell The Hong Kong Club Building 3A Chater Road Hong Kong |
(Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications) |
November 30, 2006 |
(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(e), 13d-1(f) or 13d-1(g), check the following box.o
The remainder of this cover page shall be filled out for a reporting persons 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 (Exchange Act) or otherwise subject to the liabilities of that section of the Exchange Act but shall be subject to all other provisions of the Exchange Act (however, see the Notes).
CUSIP No. 70454G207 |
1 | NAME
OF REPORTING PERSON PACIFIC
CENTURY GROUP HOLDINGS LIMITED S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON N/A |
||
2 | CHECK
THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a) o (b) x |
||
3 | SEC
USE ONLY |
||
4 | SOURCE OF FUNDS
AF-BK |
||
5 | CHECK
BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS
2(d) or 2(e)
o |
||
6 | CITIZENSHIP
OR PLACE OF ORGANIZATION
British Virgin Islands |
||
NUMBER
OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH |
7 | SOLE
VOTING POWER
0 |
|
8 | SHARED
VOTING POWER
1,547,127,587 ordinary shares |
||
9 | SOLE
DISPOSITIVE POWER
0 |
||
10 | SHARED
DISPOSITIVE POWER
1,547,127,587 ordinary shares |
||
11 | AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,547,127,587 ordinary shares |
||
12 | CHECK
BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
o |
||
13 | PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 22.9% |
||
14 | TYPE
OF REPORTING PERSON HC-CO (a company incorporated in the British Virgin Islands with limited liability) |
CUSIP No. 70454G207 |
1 | NAME
OF REPORTING PERSON PACIFIC
CENTURY REGIONAL DEVELOPMENTS LIMITED S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON N/A |
||
2 | CHECK
THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a) o (b) x |
||
3 | SEC
USE ONLY |
||
4 | SOURCE OF FUNDS
AF-WC |
||
5 | CHECK
BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS
2(d) or 2(e)
o |
||
6 | CITIZENSHIP
OR PLACE OF ORGANIZATION
Singapore |
||
NUMBER
OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH |
7 | SOLE
VOTING POWER
0 |
|
8 | SHARED
VOTING POWER
1,526,773,301 ordinary shares |
||
9 | SOLE
DISPOSITIVE POWER
0 |
||
10 | SHARED
DISPOSITIVE POWER
1,526,773,301 ordinary shares |
||
11 | AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,526,773,301 ordinary shares |
||
12 | CHECK
BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
o |
||
13 | PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 22.6% |
||
14 | TYPE
OF REPORTING PERSON HC-CO (a company incorporated in Singapore with limited liability) |
CUSIP No. 70454G207 |
1 | NAME
OF REPORTING PERSON PACIFIC
CENTURY INTERNATIONAL LIMITED S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON N/A |
||
2 | CHECK
THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a) o (b) x |
||
3 | SEC
USE ONLY |
||
4 | SOURCE OF FUNDS
AF-WC |
||
5 | CHECK
BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS
2(d) or 2(e)
o |
||
6 | CITIZENSHIP
OR PLACE OF ORGANIZATION
Cook Islands |
||
NUMBER
OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH |
7 | SOLE
VOTING POWER
0 |
|
8 | SHARED
VOTING POWER
1,526,773,301 ordinary shares |
||
9 | SOLE
DISPOSITIVE POWER
0 |
||
10 | SHARED
DISPOSITIVE POWER
1,526,773,301 ordinary shares |
||
11 | AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,526,773,301 ordinary shares |
||
12 | CHECK
BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
o |
||
13 | PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 22.6% |
||
14 | TYPE
OF REPORTING PERSON HC-CO (a company incorporated in Cook Islands with limited liability) |
CUSIP No. 70454G207 |
1 | NAME
OF REPORTING PERSON PACIFIC
CENTURY GROUP (CAYMAN ISLANDS) LIMITED S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON N/A |
||
2 | CHECK
THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a) o (b) x |
||
3 | SEC
USE ONLY |
||
4 | SOURCE OF FUNDS
AF-WC |
||
5 | CHECK
BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS
2(d) or 2(e)
o |
||
6 | CITIZENSHIP
OR PLACE OF ORGANIZATION
Cayman Islands |
||
NUMBER
OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH |
7 | SOLE
VOTING POWER
0 |
|
8 | SHARED
VOTING POWER
1,526,773,301 ordinary shares |
||
9 | SOLE
DISPOSITIVE POWER
0 |
||
10 | SHARED
DISPOSITIVE POWER
1,526,773,301 ordinary shares |
||
11 | AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,526,773,301 ordinary shares |
||
12 | CHECK
BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
o |
||
13 | PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 22.6% |
||
14 | TYPE
OF REPORTING PERSON HC-CO (a company incorporated in Cayman Islands with limited liability) |
CUSIP No. 70454G207 |
1 | NAME
OF REPORTING PERSON ANGLANG
INVESTMENTS LIMITED S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON N/A |
||
2 | CHECK
THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a) o (b) x |
||
3 | SEC
USE ONLY |
||
4 | SOURCE OF FUNDS
AF-WC |
||
5 | CHECK
BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS
2(d) or 2(e)
o |
||
6 | CITIZENSHIP
OR PLACE OF ORGANIZATION
British Virgin Islands |
||
NUMBER
OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH |
7 | SOLE
VOTING POWER
0 |
|
8 | SHARED
VOTING POWER
1,526,773,301 ordinary shares |
||
9 | SOLE
DISPOSITIVE POWER
0 |
||
10 | SHARED
DISPOSITIVE POWER
1,526,773,301 ordinary shares |
||
11 | AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,526,773,301 ordinary shares |
||
12 | CHECK
BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
o |
||
13 | PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 22.6% |
||
14 | TYPE
OF REPORTING PERSON HC-CO (a company incorporated in the BVI with limited liability) |
CUSIP No. 70454G207 |
1 | NAME
OF REPORTING PERSON O.S.
HOLDINGS LIMITED S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON N/A |
||
2 | CHECK
THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a) o (b) x |
||
3 | SEC
USE ONLY |
||
4 | SOURCE OF FUNDS
Not applicable |
||
5 | CHECK
BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS
2(d) or 2(e)
o |
||
6 | CITIZENSHIP
OR PLACE OF ORGANIZATION
Bermuda |
||
NUMBER
OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH |
7 | SOLE
VOTING POWER
0 |
|
8 | SHARED
VOTING POWER
1,547,127,587 ordinary shares |
||
9 | SOLE
DISPOSITIVE POWER
0 |
||
10 | SHARED
DISPOSITIVE POWER
1,547,127,587 ordinary shares |
||
11 | AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,547,127,587 ordinary shares |
||
12 | CHECK
BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
o |
||
13 | PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 22.9% |
||
14 | TYPE
OF REPORTING PERSON HC-CO (a company incorporated in Bermuda) |
CUSIP No. 70454G207 |
1 | NAME
OF REPORTING PERSON OCEAN
STAR INVESTMENT MANAGEMENT LIMITED S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON N/A |
||
2 | CHECK
THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a) o (b) x |
||
3 | SEC
USE ONLY |
||
4 | SOURCE OF FUNDS
Not applicable |
||
5 | CHECK
BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS
2(d) or 2(e)
o |
||
6 | CITIZENSHIP
OR PLACE OF ORGANIZATION
Bermuda |
||
NUMBER
OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH |
7 | SOLE
VOTING POWER
0 |
|
8 | SHARED
VOTING POWER
0 |
||
9 | SOLE
DISPOSITIVE POWER
0 |
||
10 | SHARED
DISPOSITIVE POWER
1,547,127,587 ordinary shares |
||
11 | AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,547,127,587 ordinary shares |
||
12 | CHECK
BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
o |
||
13 | PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 22.9% |
||
14 | TYPE
OF REPORTING PERSON CO (a company incorporated in Bermuda) |
CUSIP No. 70454G207 |
1 | NAME
OF REPORTING PERSON OCEAN
STAR MANAGEMENT LIMITED S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON N/A |
||
2 | CHECK
THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a) o (b) x |
||
3 | SEC
USE ONLY |
||
4 | SOURCE OF FUNDS
Not applicable |
||
5 | CHECK
BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS
2(d) or 2(e)
o |
||
6 | CITIZENSHIP
OR PLACE OF ORGANIZATION
Bermuda |
||
NUMBER
OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH |
7 | SOLE
VOTING POWER
0 |
|
8 | SHARED
VOTING POWER
1,547,127,587 ordinary shares |
||
9 | SOLE
DISPOSITIVE POWER
0 |
||
10 | SHARED
DISPOSITIVE POWER
0 |
||
11 | AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,547,127,587 ordinary shares |
||
12 | CHECK
BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
o |
||
13 | PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 22.9% |
||
14 | TYPE
OF REPORTING PERSON CO (a company incorporated in Bermuda) |
CUSIP No. 70454G207 |
1 | NAME
OF REPORTING PERSON THE
OCEAN UNIT TRUST S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON N/A |
||
2 | CHECK
THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a) o (b) x |
||
3 | SEC
USE ONLY |
||
4 | SOURCE OF FUNDS
OO |
||
5 | CHECK
BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS
2(d) or 2(e)
o |
||
6 | CITIZENSHIP
OR PLACE OF ORGANIZATION
Bermuda |
||
NUMBER
OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH |
7 | SOLE
VOTING POWER
0 |
|
8 | SHARED
VOTING POWER
1,547,127,587 ordinary shares |
||
9 | SOLE
DISPOSITIVE POWER
0 |
||
10 | SHARED
DISPOSITIVE POWER
1,547,127,587 ordinary shares |
||
11 | AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,547,127,587 ordinary shares |
||
12 | CHECK
BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
o |
||
13 | PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 22.9% |
||
14 | TYPE
OF REPORTING PERSON OO (a unit trust established under the laws of Bermuda) |
CUSIP No. 70454G207 |
1 | NAME
OF REPORTING PERSON THE
STARLITE UNIT TRUST S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON N/A |
||
2 | CHECK
THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a) o (b) x |
||
3 | SEC
USE ONLY |
||
4 | SOURCE OF FUNDS
OO |
||
5 | CHECK
BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS
2(d) or 2(e)
o |
||
6 | CITIZENSHIP
OR PLACE OF ORGANIZATION
Bermuda |
||
NUMBER
OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH |
7 | SOLE
VOTING POWER
0 |
|
8 | SHARED
VOTING POWER
1,547,127,587 ordinary shares |
||
9 | SOLE
DISPOSITIVE POWER
0 |
||
10 | SHARED
DISPOSITIVE POWER
1,547,127,587 ordinary shares |
||
11 | AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,547,127,587 ordinary shares |
||
12 | CHECK
BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
o |
||
13 | PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 22.9% |
||
14 | TYPE
OF REPORTING PERSON OO (a unit trust established under the laws of Bermuda) |
This Amendment No. 8 (the Amendment) hereby amends and supplements the statement on Schedule 13D, originally filed on December 11, 2000 (as heretofore amended and supplemented, the Schedule 13D) to report the change in the percentage of the beneficial ownership based on the total number of Shares outstanding with respect to each Reporting Person and certain changes to material contracts in the existing Schedule 13D.
All defined terms shall have the same meaning as previously ascribed to them in the Schedule 13D, unless otherwise noted. In this Amendment, the determination of beneficial ownership, beneficial interest, beneficially held, beneficially owned, and other similar terms are based on Rule 13d-3 of the Exchange Act and related rules and regulations promulgated by the U.S. Securities and Exchange Commission. The filing of this amended Schedule 13D shall not be construed as an admission that the Reporting Persons (defined below) are, for the purposes of Section 13(d) or 13(g) of the Exchange Act and other purposes, the beneficial owner of any securities covered by this statement.
Item 1. Security and Issuer
Item 1 to the Schedule 13D remains unchanged.
Item 2. Identity and Background
Item 2 to the Schedule 13D remains unchanged.
Item 3: Source and Amount of Funds or Other Consideration
Item 3 to the Schedule 13D remains unchanged.
Item 4: Purpose of Transactions
Item 4 to the Schedule 13D remains unchanged.
Item 5: Interest in Securities of the Issuer.
Item 5 to the Schedule 13D is supplemented by adding the following paragraphs after the last paragraph of Item 5.
Since the date of Amendment No. 7, the Issuer has allotted and issued new Shares from time to time in connection with the exercise of share options under the Issuers share option schemes. The approximate aggregate percentage of the Shares reported beneficially owned by each Reporting Person herein is therefore based on 6,750,119,650 Shares outstanding, which is the total number of Shares outstanding as of November 30, 2006 according to information provided by the Issuer.
Item 6: Contracts, Arrangements, Understandings or Relationships with Respect to Securities of the Issuer.
Item 6 to the Schedule 13D is supplemented by adding the following paragraphs after the last paragraph of Item 6.
The conditions to completion of the proposed sale by PRCD to Fiorlatte Limited of up to 1,526,773,301 ordinary share(s) of HK$0.25 each in the capital of the Company (the Sale Shares), set forth in the conditional sale and purchase agreement entered into among PCRD, Mr. Francis P.T. Leung and Fiorlatte Limited on July 9, 2006, were not satisfied by November 30, 2006 as required under the agreement and consequently the agreement has automatically terminated in accordance with its terms, with no sale of any of the Sale Shares having occurred.
Item 7: Material to be Filed as Exhibits.
Item 7 to the Schedule 13D remains unchanged.
SIGNATURES
After reasonable inquiry and to the best of our knowledge and belief, the undersigned certify that the information set forth in this statement is true, complete and correct.
Dated: December 4, 2006
PACIFIC CENTURY GROUP HOLDINGS LIMITED | ||
By: | /s/ Peter Anthony Allen | |
Name: | Peter Anthony Allen | |
Title: | Director | |
PACIFIC CENTURY REGIONAL DEVELOPMENTS LIMITED |
||
By: | /s/ Peter Anthony Allen | |
Name: | Peter Anthony Allen | |
Title: | Group Managing Director | |
PACIFIC CENTURY INTERNATIONAL LIMITED | ||
By: | /s/ Peter Anthony Allen | |
Name: | Peter Anthony Allen | |
Title: | Director | |
PACIFIC CENTURY GROUP (CAYMAN
ISLANDS) LIMITED |
||
By: | /s/ Peter Anthony Allen | |
Name: | Peter Anthony Allen | |
Title: | Director | |
ANGLANG INVESTMENTS LIMITED | ||
By: | /s/ Peter Anthony Allen | |
Name: | Peter Anthony Allen | |
Title: | Director | |
O.S. HOLDINGS LIMITED | ||
By: | /s/ Lester Huang | |
Name: | Lester Huang | |
Title: | Director | |
OCEAN STAR INVESTMENT MANAGEMENT LIMITED | ||
By: | /s/ Lester Huang | |
Name: | Lester Huang | |
Title: | Director | |
OCEAN STAR MANAGEMENT LIMITED | ||
By: | /s/ Randy Jenkins | |
Name: | Randy Jenkins | |
Title: | Secretary | |
THE OCEAN UNIT TRUST | ||
By: | /s/ Randy Jenkins | |
Name: | Randy Jenkins | |
Title: | Secretary | |
Ocean Star Management Limited as Trustee | ||
THE STARLITE UNIT TRUST | ||
By: | /s/ Randy Jenkins | |
Name: | Randy Jenkins | |
Title: | Secretary | |
Ocean Star Management Limited as Trustee |